GOZNEY OVENS LTD

TERMS AND CONDITIONS OF SALE (B2B) 

AGREED TERMS

INTERPRETATION

The following definitions and rules of interpretation apply to the Contract.

1.1 Definitions:

1.1.1  Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.

1.1.2  Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 13.7.

1.1.3  Contract: the Contract between Gozney and the Customer for the sale and purchase of the Goods and any corresponding Installation Works in accordance with these Conditions.

1.1.4  Customer: the person or firm who purchases the Goods from Gozney.

1.1.5  Customer Works: the connection of the Goods to an electrical and/or gas supply, the installation of an extraction system and any additional decorative finish (as applicable).

1.1.6  Delivery Date: the agreed date for delivery of the Goods set out in the Invoice.

1.1.7  Delivery Location: the location(s) for delivery of the Goods, as set out in the Invoice.

1.1.8  Force Majeure Event: an event or circumstance beyond a party’s reasonable control.

1.1.9  Goods: the goods (or any part of them) set out in the Order.

1.1.10 Gozney: GOZNEY OVENS LIMITED incorporated and registered in England and Wales with company number 09959620 whose registered office is at Units 18 & 19 Christchurch Business Park, Radar Way, Christchurch, Dorset BH23 4FL.

1.1.11  Gozney Online Accounting System: the online accounting system used by Gozney to generate quotations and invoices and by Customers to accept quotations.

1.1.12  Installation Date: the agreed date on which Gozney will commence carrying out the Installation Works.

1.1.13  Installation Works: installing the Goods at the Delivery Location, or such other location as is agreed by the parties including installation of base stand, installation of oven core, installation of render or enclosure, installation of gas burner(s) with controller unit(s) (as applicable) but excluding the Customer Works.

1.1.14  Invoice: the invoice sent by Gozney to the Customer detailing the Customer’s Order.

1.1.15  Onerous Conditions: has the meaning given in clause 6.1.

1.1.16  Order: the Customer’s order for the Goods which may be made by way of email or telephone or using the Gozney Online Accounting System.

1.1.17  Price: the price of the Goods, as set out in the Invoice.

1.1.18  VAT: has the meaning given in clause 9.5.

1.2  Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

1.3  A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.

1.4  A reference to writing or written includes emails unless otherwise stated.

1.5  Any obligation on a party not to do something includes an obligation not to allow that thing to be done.

1.6  Unless otherwise specified, references to times are in Greenwich Mean Time (GMT), subject to adjustment for British Summer Time.

2  BASIS OF CONTRACT

2.1  Gozney agrees to sell and the Customer agrees to buy the Goods in accordance with these Conditions.

2.2  These Conditions of sale operate to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.3  The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions.

2.4  The Order shall only be deemed to be accepted when Gozney sends an Invoice to the Customer detailing the Order, at which point the Contract shall come into existence.

2.5  The Customer is responsible for ensuring that the terms of the Order and any specification of the Goods are complete and accurate.

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

2.7  Any samples, drawings, specifications, descriptive matter or advertising produced by Gozney and any descriptions or illustrations contained in Gozney’s catalogues or brochures 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. For the avoidance of doubt, this is not a sale by sample.

3  GOODS

3.1  The Goods are described in the Invoice.

3.2  To the extent that the Goods are to be manufactured in accordance with a specification supplied by the Customer, the Customer shall indemnify Gozney 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 and other professional costs and expenses) suffered or incurred by Gozney in connection with any claim made against Gozney for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with Gozney’s use of the specification. This clause 3.2 shall survive termination of the Contract

3.3  Gozney reserves the right to amend the Contract at any time if required by any applicable statutory or regulatory requirements. If such amendments will materially change the nature or quality of the Goods, the Supplier shall notify the Customer who may cancel the order for the affected Goods.

 

DELIVERY

4.1  Subject to the operation of clause 4.9, delivery occurs when Gozney delivers the Goods to the Delivery Location.

Gozney’s delivery obligations

4.2  Gozney agrees to:

4.2.1  (where applicable) obtain all necessary export licences in respect of the Goods;

4.2.2  deliver the Goods to the specified Delivery Location on the Delivery Date;

4.2.3  comply in all material respects with any Delivery Instructions;

4.2.4  be responsible for all costs associated with:

4.2.4.1  storage of the Goods; and

4.2.4.2  delivery of the goods (including without limitation: packaging, freight and off-loading costs, customs duties, importation taxes, cross-border fees and similar costs associated with international carriage and importation),

up to the point of delivery, but excluding:

4.2.4.3  where the Customer is liable for such costs by operation of clauses 4.9, 4.9.1 and 4.9.2; and

4.2.4.4  costs resulting from the Customer’s breach of its obligations under this agreement;

4.2.5  fully insure the Goods up to point of delivery;

4.2.6  suitably package the Goods for transit;

4.2.7  appropriately and in accordance with all local laws, dispose of the packaging and packing materials used by Gozney to transport the Goods; and

4.2.8  comply with all relevant health and safety legislation in delivering the Goods and additionally comply with all additional health and safety-related requests made by the Customer in relation to delivery of the Goods, insofar as it is reasonable for Gozney to do so.

Customer’s delivery obligations

4.3  The Customer shall:

4.3.1  accept the Goods at the Delivery Location in accordance with the Delivery Instructions;

4.3.2  provide all assistance reasonably requested by Gozney in relation to the delivery of the Goods; and

4.3.3  ensure that the Delivery Location:

4.3.3.1  is, in advance of the Delivery Date, readied for receipt of the Goods so as to prevent any foreseeable delay in Gozney conducting the delivery; and

4.3.3.2  will at all times during delivery and installation of the Goods remain a safe environment for Gozney to work in.

Amending the Delivery Date

4.4  The parties may at any time by written agreement amend the Delivery Date. The amended delivery date shall replace the Delivery Date set out in the Invoice.

4.5  The Customer agrees to indemnify Gozney against all additional costs and expenses arising as a result of the Customer requesting an amended delivery date.

4.6  The Customer shall accept Gozney’s reasonable request to amend the Delivery Date but the parties shall bear their own additional costs (if any) arising as a result of such request.

Late delivery

4.7  Time of delivery is not of the essence. Gozney shall not be liable for any delay in delivery of the Goods that is caused by:

4.7.1  a Force Majeure Event;

4.7.2  the Customer’s failure to provide Gozney with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods; or

4.7.3  cross-border delays such as customs inspections.

4.8  If Gozney becomes aware that delivery of the Goods is likely to be delayed beyond the Delivery Date then Gozney shall take all commercially reasonable steps to promptly inform the Customer of that fact. Insofar as the circumstances permit, the Customer shall make all reasonable adjustments to allow it to receive delivery of the Goods on the later date and the parties shall as soon as practicable agree an amended delivery date in accordance with clause 4.4.

Failure to accept delivery

4.9  If the Customer fails to accept delivery of the Goods within 3 (three) Business Days of Gozney first attempting delivery in accordance with the terms of the Contract then, except where such failure or delay is caused by a Force Majeure Event or Gozney’s failure to materially comply with its obligations under the Contract:

4.9.1  delivery of the Goods shall be deemed to have been completed at 9.00 am (local time to the Delivery Location) on the 3rd (third) Business Day after the day on which Gozney first attempted delivery in accordance with the Contract; and

4.9.2  Gozney shall be entitled to store the Goods until delivery takes place and charge the Customer for all related costs and expenses (including insurance).

4.10  If 5 (five) Business Days after the day on which Gozney notified the Customer that Gozney had attempted to deliver the Goods to the Customer and the Customer had not accepted delivery of them, Gozney may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage, transport and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods.

Failure to comply with obligations

4.11  If the Customer fails to comply with its obligations under this clause 4 and as a result Gozney is unable to deliver the Goods to the Delivery Location on the Delivery Date, Gozney shall be entitled to charge the Customer an additional fee in respect of the Installation Works which shall be as set out in the Invoice.

Instalments

4.12  Gozney may deliver the Goods by instalments, which shall be invoiced and paid for separately. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.

5.  INSTALLATION

5.1 Gozney shall:

5.1.1  commence the Installation Works on the Installation Date;

5.1.2  perform the Installation Works with reasonable skill and care; and

5.1.3  bear all reasonable costs it incurs in relation to the Installation Works.

5.2  The Customer shall be solely responsible for and further warrants that it will:

5.2.1  provide a safe and reasonably comfortable environment for Gozney to perform the Installation Works;

5.2.2  provide all assistance reasonably requested by Gozney in relation to the Installation Works which shall include ensuring that the gas installation to be carried out as part of the Installation Works is commissioned by an appropriately authorised person;

5.2.3  ensure an appropriately qualified and experienced tradesperson acting in accordance with industry best practice undertakes the Customer Works within 30 (thirty) Business Days of Gozney completing the Installation Works; and

5.2.4  obtain all necessary certifications and sign-offs for the work undertaken under clause 5.2.2 above.

5.3  If the Customer wishes to change the Installation Date Gozney shall be entitled to charge the Customer an additional fee in respect of the Installation Works which shall be as set out in the Invoice.

6  ACCESS

6.1  The Customer must give Gozney reasonable advance notice of any restricted, difficult or otherwise limited access issues (including but not limited to the positioning of stairs, uneven surfaces or existing building works) (“Onerous Conditions”) at the Customer’s premises or Customer-controlled access routes thereto which might reasonably interfere or delay or hinder Gozney’s delivery of the Goods and/or performance of the Installation Works.

6.2  Whether prior notice is given pursuant to clause 6.1 or not, Gozney reserves the right to make and the Customer agrees to pay on demand a reasonable surcharge in the event that any Onerous Conditions cause Gozney to incur additional costs in delivering the Goods and/or performing the Installation Works.

7  PRODUCT WARRANTY

7.1  The Customer warrants that it shall use the Goods in accordance with industry best practice.

7.2  Gozney warrants that on delivery, and for a period of 36 (thirty six) months from the date of delivery (“warranty period“), Goods manufactured by Gozney shall:

7.2.1  conform in all material respects with their description; and

7.2.2  be free from material defects in design, material and workmanship; and

7.2.3  be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).

7.3  For the avoidance of doubt the warranty contained in clause 7.2 shall not extend to maintenance items which shall include without limitation airflow adjustments, air and gas mix adjustments, pilot flame adjustments, door mechanisms, replacement of timers, thermometers, light bulbs, fuses, tightening of screws or fasteners. Furthermore, Gozney shall carry out annual gas servicing and certification as necessary in respect of Goods supplied under the Contract. If the Customer elects to have such servicing carried out by engineers which have not been approved by Gozney this may result in the warranty under clause 7.2 being void.

7.4  In respect of Goods manufactured by a third party Gozney shall endeavour to assign for the benefit of the Customer such rights (including warranty rights) as Gozney has against the manufacturer but shall not be liable for such Goods beyond this clause 7.2.3.

7.5  Subject to clause 7.6, if:

7.5.1  the Customer gives notice in writing to Gozney during the warranty period within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 7.2; and

7.5.2  Gozney is given a reasonable opportunity of examining the Goods and determines that the Goods do not comply with the warranty set out in clause 7.2,

then Gozney shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods on a pro rata basis based on the market value of the Goods at the time any refund is payable and taking into consideration wear and tear and normal market depreciation in respect of the Goods.

7.6  The Customer shall provide all information (including photographs where requested) and all assistance reasonably requested by Gozney in order for it to properly assess the Goods under clause 7.5.1.

7.7  Gozney reserves the right to require that faulty Goods be returned to it. In such circumstances Gozney shall refund the cost of carriage by normal means of returned Goods and the repaired or replaced Goods will be delivered free of charge by Gozney to the Delivery Location.

7.8  Subject to clause 10, in the event that faulty Goods cannot be returned to Gozney, provided that the fault is discovered and notified to Gozney within the warranty period, and none of the provisions of clause 7.9 apply, Gozney shall attend the Customer’s premises to inspect and, if possible, repair the Goods (“Warranty Callout“). Gozney shall bear all costs in relation to the first Warranty Callout, which shall include labour, parts and callout costs. If the Customer requires more than one Warranty Callout (“Further Callout“), Gozney shall bear labour and parts costs but the Customer shall be liable to pay to Gozney any reasonable callout costs, such costs to be notified to the Customer at the time the Further Callout is requested.

7.9  Gozney shall not be liable for the Goods’ failure to comply with the warranty set out in clause 7.2 in any of the following events:

7.9.1  the Customer makes any further use of such Goods after giving notice in accordance with clause 7.2.3 except as permitted in writing by Gozney;

7.9.2  the defect derives from a textual manifest error contained in the Order (including typographical errors);

7.9.3  the failure, in Gozney’s reasonably held belief, is attributable to, caused by or has been substantially aggravated by:

7.9.3.1  any improper use, misuse or unauthorised alteration, storage or installation of the Goods by the Customer, its employees, agents or hired staff;

7.9.3.2  any use of the Goods by the Customer, its employees, agents or hired staff in a manner inconsistent with any specification and Gozney’s directions; and/or

7.9.3.3  damage from external and/or environmental factors (e.g. lightning, electrical surges, floods or incorrect air flow);

7.9.4  the defect arises as a result of Gozney following any drawing, design or specification supplied by the Customer;

7.9.5  the defect arises as a result of the Customer not following Gozney’s instructions in relation to the type of fuel to be used with the Goods, that is, only dry untreated wood with a moisture content of 20% or less;

7.9.6  the defect arises as a result of fair wear and tear; or

7.9.7  the Goods differ from any corresponding specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

7.10  The Customer shall be liable to cover any reasonable costs incurred by Gozney in connection with the repair or replacement of any Goods under this clause 7 (including any costs in relation to a Warranty Callout or Further Callout) in the following circumstances:

7.10.1  the failure of the Goods is a result of a defective part or parts not covered by the warranty in clause 7.2;

7.10.2  no fault is found;

7.10.3  the failure of the Goods is due to damage caused at the Customer’s premises;

7.10.4  the failure of the Goods is a result of incorrect installation by an engineer not provided by Gozney;

7.10.5  the failure of the Goods is a result of the Goods being used in conjunction with other goods not supplied by Gozney;

7.10.6  the failure of the Goods is caused by external or environmental factors; or

7.10.7  the failure of the Goods is a result of theft, loss or removal of equipment by the Customer or a third party, and

such costs may vary depending upon the location of the Goods, the duration of Gozney’s visit to the Customer’s premises and any other reasonable costs incurred by Gozney.

7.11  Except as provided in this clause 7, Gozney shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in clause 7.2.

7.12  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 these Conditions.

7.13  These product warranty provisions shall apply to any repaired or replacement Goods supplied by Gozney save that the warranty period for repaired or replacement goods shall be the time remaining on the original product’s warranty period specified in clause 7.2.

8  TITLE AND RISK

The risk and title in the Goods shall pass to the Customer on completion of delivery.

9  PRICE AND PAYMENT

Payment terms

9.1  The Price of the Goods is set out in the Invoice.

9.2  The Customer shall pay the Invoice in full and in cleared funds:

9.2.1  within 7 days of the date of the invoice in respect of any Goods under the Contract, unless agreed otherwise in writing by Gozney; and

9.2.2  within 14 days of the Installation Works having been carried out by Gozney in respect of any such Installation Works under the Contract, unless agreed otherwise in writing by Gozney.

9.3  Time of payment is of the essence.

9.4  No refunds shall be made to the Customer for any sums paid by the Customer to Gozney except in accordance with clause 7.5 and clause 10.5.

VAT / local equivalent

9.5  The price of the Goods excludes amounts in respect of value added tax (or any local equivalent) (“VAT“), which the Customer shall additionally be liable to pay to Gozney at the prevailing rate (and shall be payable as part of the Balance).

Currency

9.6  All payments made under this agreement shall be in GBP Pound Sterling.

Interest

9.7  If the Customer fails to make any payment due to Gozney under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 4% (four percent) per annum above Lloyds bank plc’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.

No set-off

9.8  The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). Gozney may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by Gozney to the Customer.

10 TERMINATION

10.1  Without limiting its other rights or remedies, Gozney 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 these Conditions and (if such a breach is remediable) fails to remedy that breach within 7 (seven) days of that party 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), 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; or

10.1.4  the Customer’s financial position deteriorates to such an extent that in Gozney’s opinion the Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

10.2  Without limiting its other rights or remedies, Gozney may suspend provision of the Goods and Installation Works under the Contract or any other contract between the Customer and Gozney if the Customer becomes subject to any of the events listed in clause 10.1.1 to clause 10.1.4, or Gozney 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 the Contract on the due date for payment.

10.3  Without limiting its other rights or remedies, Gozney 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 and remains in default not less than 7 (seven) days after being notified in writing to make such payment.

10.4  On termination of the Contract for any reason the Customer shall immediately pay to Gozney all of Gozney’s outstanding unpaid invoices and interest.

10.5  Termination of the Contract shall not give rise to any right of the Customer to receive a refund in respect of any sums paid by the Customer to Gozney in accordance with the Contract except that a refund may be payable, at Gozney’s sole discretion, in circumstances where the Contract is terminated in accordance with clause 12.

10.6  Termination of the Contract 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 that existed at or before the date of termination.

10.7  Any provision of these Conditions 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.

11  LIMITATION OF LIABILITY

11.1  Nothing in these Conditions shall limit or exclude Gozney’s liability for:

11.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);

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;

11.1.4  defective products under the Consumer Protection Act 1987; or

11.1.5  any matter in respect of which it would be unlawful for Gozney to exclude or restrict liability.

11.2  Subject to clause 11.1:

11.2.1  Gozney shall under no circumstances whatsoever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and

11.2.2  Gozney’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price of the Goods.

12  FORCE MAJEURE

Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure result from a Force Majeure Event. If the period of delay or non-performance continues for 2 (two) weeks, the party not affected may terminate the Contract by giving 5 (five) days’ written notice to the affected party.

13  GENERAL

Assignment and other dealings

13.1  Gozney may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.

13.2  The Customer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of Gozney.

Confidentiality

13.3  Each party undertakes that it shall not at any time during the continuance of the Contract, and for a period of 4 (four) years after termination of the Contract, disclose to any person any confidential information concerning the Goods, the Contract, business, affairs, customers, clients or suppliers of the other party or of any member of the group to which the other party belongs, except as permitted by clause 13.3.1. For the purposes of this clause, “group” means, in relation to a party, that party, any subsidiary or holding company from time to time of that party, and any subsidiary from time to time of a holding company of that party.

13.3.1  Each party may disclose the other party’s confidential information:

13.3.1.1  to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with the Contract. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this clause 13.3; and

13.3.1.2  as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

13.3.2  No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.

Compliance with laws

13.4  In performing its obligations under the Contract, the Customer shall comply with all applicable laws, statutes, regulations and codes from time to time in force (including without limitation all applicable data protection legislation) and the Customer will inform Gozney as soon as it becomes aware of any changes in that legislation.

Entire agreement

13.5  The Contract which shall include the Invoice and these Conditions constitute the entire agreement between the parties and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to their subject matter.

13.6  Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract, the Invoice or these Conditions and each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in those documents.

Variation

13.7  No variation of the Contract shall be effective unless it is in writing (excluding email) and signed by the parties (or their authorised representatives).

Waiver

13.8  A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A delay or failure to  exercise, or the single or partial exercise of, any right or remedy shall not:

13.8.1  waive that or any other right or remedy; nor

13.8.2  prevent or restrict the further exercise of that or any other right or remedy.

Severance

13.9  If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

Notices

13.10  Any notice given to a party under or in connection with the Contract shall be in writing and shall be:

13.10.1  delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause; or

13.10.2  sent by email to the address specified by the other party for the purpose of this clause 13.10.

13.11  Any notice shall be deemed to have been received:

13.11.1  if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;

13.11.2  if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service.

13.11.3  if sent by email, at 9.00 am on the next Business Day after transmission.

13.12  Clauses 13.10 and 13.11 do not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

Third party rights

13.13  No one other than a party to the Contract and their permitted assignees shall have any right to enforce any of its terms.

Governing law

13.14  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 the law of England and Wales.

13.15  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.