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1..1 GM PACKAGING LIMITED
1..2 TERMS AND CONDITION OF SALE
1..3 Definitions and interpretation
1.1 In these Conditions the following definitions apply:
1.2 In these Conditions, unless the context requires otherwise:
1.2.1 a reference to the Contract includes these Conditions, the Order, and their respective schedules, appendices and annexes (if any);
1.2.2 any clause, schedule or other headings in these Conditions is included for convenience only and shall have no effect on the interpretation of the Conditions;
1.2.3 a reference to a ‘party’ includes that party’s personal representatives, successors and permitted assigns;
1.2.4 a reference to a ‘person’ includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns;
1.2.5 a reference to a ‘company’ includes any company, corporation or other body corporate, wherever and however incorporated or established;
1.2.6 a reference to a gender includes each other gender;
1.2.7 words in the singular include the plural and vice versa;
1.2.8 any words that follow ‘include’, ‘includes’, ‘including’, ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words;
1.2.9 a reference to ‘writing’ or ‘written’ includes any method of reproducing words in a legible and non-transitory form;
1.2.10 a reference to legislation is a reference to that legislation as amended, extended, re-enacted or consolidated from time to time except to the extent that any such amendment, extension or re-enactment would increase or alter the liability of a party under the Contract;
1.2.11 a reference to legislation includes all subordinate legislation made from time to time under that legislation; and
1.2.12 a reference to any English action, remedy, method of judicial proceeding, court, official, legal document, legal status, legal doctrine, legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to include a reference to that which most nearly approximates to the English equivalent in that jurisdiction.
1..4 Application of these conditions
1.3 These Conditions apply to and form part of the Contract between the Supplier and the Customer. They supersede any previously issued terms and conditions of purchase or supply.
1.4 No terms or conditions endorsed on, delivered with, or contained in the Customer’s purchase conditions, order, confirmation of order, specification or other document shall form part of the Contract except to the extent that the Supplier otherwise agrees in writing.
1.5 No variation of these Conditions or to an Order or to the Contract shall be binding unless expressly agreed in writing and executed by a duly authorised signatory on behalf of each of the Supplier and the Customer respectively.
1.6 Each Order by the Customer to the Supplier shall be an offer to purchase the Products subject to the Contract including these Conditions.
1.7 If the Supplier is unable to accept an Order, it shall notify the Customer in writing as soon as reasonably practicable.
1.8 The offer constituted by an Order shall remain in effect and capable of being accepted by the Supplier for 30 Business Days from the date on which the Customer submitted the Order, after which time it shall automatically lapse and be withdrawn.
1.9 The Supplier may accept or reject an Order at its discretion. An Order shall not be accepted, and no binding obligation to supply any Products shall arise, until the earlier of:
1.9.1 the Supplier’s written acceptance of the Order; or
1.9.2 the Supplier dispatching the Products or notifying the Customer that they are available for collection (as the case may be).
1.10 Rejection by the Supplier of an Order, including any communication that may accompany such rejection, shall not constitute a counter-offer capable of acceptance by the Customer.
1.11 The Supplier may issue quotations to the Customer from time to time. Quotations are invitations to treat only. They are not an offer to supply the Products and are incapable of being accepted by the Customer.
1.12 Marketing and other promotional material relating to the Products are illustrative only and do not form part of the Contract.
1.13 The price for the Products shall be as set out in the Order or, where no such provision is set out, shall be calculated in accordance with the Supplier’s scale of charges in force from time to time (the Price).
1.14 The Prices are exclusive of:
1.14.1 delivery, insurance and all other related charges or taxes or describe relevant elements of the Products which are not included in the standard price which shall be charged in addition at the Supplier’s standard rates, and
1.14.2 VAT (or equivalent sales tax).
1.15 The Supplier’s standard charges for delivery are set out on it’s website at www.gmpackaging.co.uk as updated from time to time.
1.16 The Customer shall pay any applicable VAT to the Supplier on receipt of a valid VAT invoice.
1.17 The Supplier may increase the Prices with immediate effect by written notice to the Customer where there is an increase in the direct cost to the Supplier of supplying the relevant Products which exceeds 5% and which is due to any factor beyond the control of the Supplier.
1.18 The Supplier shall invoice the Customer for the Products, partially or in full, at any time following acceptance of the Order depending on the method of placement of the Order.
1.19 The Customer shall be notified of due date for payment of an invoice at the time of placement of the Order and/or acceptance of the Order or as otherwise agreed in writing by the parties.
1.20 The Customer shall pay all invoices immediately unless otherwise agreed in writing:
1.20.1 in full without deduction or set-off, in cleared funds; and
1.20.2 to the bank account nominated by the Supplier.
1.21 Time of payment is of the essence. Where sums due under these Conditions are not paid in full by the due date:
1.21.1 the Supplier may, without limiting its other rights, charge interest on such sums at 4% a year above the base rate of The Bank of England from time to time in force, and
1.21.2 interest shall accrue on a daily basis and apply from the due date for payment until actual payment in full, whether before or after judgment.
The Supplier may set and vary credit limits from time to time and withhold all further supplies if the Customer exceeds such credit limit.
1.22 The Products shall be delivered by the Supplier, or its nominated carrier, to the Location on the date(s) specified in the Order.
1.23 The Products shall be deemed delivered on either (i) completion of unloading of the Products at the Location by the Supplier or its nominated carrier (as the case may be); or (ii) in the case of the Customer unloading the Products, deemed delivery shall be immediately prior to the unloading by the Customer.
1.24 The Supplier may deliver the Products in instalments. Any delay or defect in an instalment shall not entitle the Customer to cancel any other instalment. Where Orders are to be delivered by instalments, they may be invoiced and paid for separately. References to Orders shall, where applicable, be read as references to instalments.
1.25 The Customer shall not be entitled to reject a delivery of the Products on the basis that an incorrect volume of the Products has been supplied.
1.26 The Products may be delivered by instalments. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
1.27 Delivery of the Products shall be accompanied by a delivery note stating:
1.27.2 the product numbers, type and quantity of the Products in the instalment; and
1.27.3 any special handling instructions.
1.28 Time of delivery is not of the essence. The Supplier shall use its reasonable endeavours to meet delivery dates but such dates are indicative only.
1.29 The Supplier shall not be liable for any delay in or failure of delivery caused by:
1.29.1 the Customer’s failure to make the Location available;
1.29.2 the Customer’s failure to prepare the Location in accordance with the Supplier’s instructions or as required for delivery of the Products;
1.29.3 the Customer’s failure to provide the Supplier with adequate instructions for delivery and installation or otherwise relating to the Products;
1.30 If the Customer fails to accept delivery of the Products the Supplier shall store and insure the Products pending delivery, and the Customer shall pay all reasonable storage, insurance and re-delivery charges.
1.31 If 14 Business Days following the due date for delivery of the Products, the Customer has not taken delivery of or collected them, the Supplier may resell or otherwise dispose of the Products without any obligation or liability to the Customer, except as provided for in clauses 6.11.1 and 6.11.2. The Supplier shall:
1.31.1 deduct all reasonable storage charges and costs of resale; and
1.31.2 account to the Customer for any excess of the resale price over, or invoice the Customer for any shortfall of the resale price below, the Price paid by the Customer for the Products.
1.32 All deliveries will be checked at the point of delivery by the Customer and any shortages, quality issues or rejections that are obvious at the time of delivery will be reported to the Supplier on the day of delivery. The Supplier use reasonable endeavours to dispatch replacement items within 24 hours.
1.33 If the Supplier becomes aware of or is the subject of a request, court order or other directive of a governmental or regulatory authority to withdraw any Products from the market (“Recall Notice”), it must immediately notify the Customer in writing and attach a copy of the Recall Notice.
1.34 Unless required by law, the Customer may only undertake a recall or withdrawal of the Products from the market with the written permission of the Supplier.
1.35 The Customer must at the Supplier's cost comply with any Recall Notice; and give such assistance as the Supplier reasonably requires to recall or withdraw the Product from the market, and comply with the Supplier's reasonable instructions about the process of implementing that recall or withdrawal.
Risk in the Products shall pass to the Customer on delivery.
1.36 Title to the Products shall pass to the Customer once the Supplier has received payment in full and cleared funds for the Products.
1.37 Until title to the Products has passed to the Customer, the Customer shall:
1.37.1 hold the Products as bailee for the Supplier;
1.37.2 store the Products separately from all other material in the Customer’s possession;
1.37.3 take all reasonable care of the Products and keep them in the condition in which they were delivered;
1.37.4 insure the Products from the date of delivery: (i) with a reputable insurer (ii) against all risks (iii) for an amount at least equal to their Price (iv) noting the Supplier’s interest on the policy;
1.37.5 ensure that the Products are clearly identifiable as belonging to the Supplier;
1.37.6 not remove or alter any mark on or packaging of the Products;
1.37.7 inform the Supplier immediately if it becomes subject to any of the events or circumstances set out in clauses 17.1.1 to 17.1.4 or 17.2.1 to 17.2.14; and
1.37.8 on reasonable notice permit the Supplier to inspect the Products during the Customer’s normal business hours and provide the Supplier with such information concerning the Products as the Supplier may request from time to time.
1.38 If, at any time before title to the Products has passed to the Customer, the Customer informs the Supplier, or the Supplier reasonably believes, that the Customer has or is likely to become subject to any of the events specified in clauses 17.1.1 to 17.1.4 or 17.2.1 to 17.2.14, the Supplier may:
1.38.1 require the Customer at the Customer’s expense to re-deliver the Products to the Supplier; and
1.38.2 if the Customer fails to do so promptly, enter any premises where the Products are stored and repossess them.
1.39 The Supplier warrants that the Products shall upon delivery:
1.39.1 conform in all material respects to the Order and the Specification;
1.39.2 be free from material defects in design, material and workmanship; and
1.39.3 be of satisfactory quality within the meaning of the Sale of Products Act 1979.
1.40 The Customer warrants that it has provided the Supplier in writing with all relevant, full and accurate information as to the Customer’s business and needs.
1.41 As the Customer’s sole and exclusive remedy, the Supplier shall, at its option, repair, replace, or refund the Price of any of the Products that do not comply with clause 9.1, provided that the Customer:
1.41.1 serves a written notice on Supplier:
() within 3 days of delivery in the case of defects discoverable by a physical inspection; or
() in the case of latent defects, within one month from the date on which the Customer became aware (or should reasonably have become aware) of the defect;
1.41.2 provides the Supplier with sufficient information as to the nature and extent of the defects and the uses to which the Products had been put prior to the defect arising;
1.41.3 gives the Supplier a reasonable opportunity to examine the defective Products; and
1.41.4 returns the defective Products to the Supplier at the Customer’s expense.
1.42 The provisions of these Conditions, including the warranties set out in clause 9.1, shall apply to any of the Products that are repaired or replaced with effect from the date of delivery of the repaired or replaced Products.
1.43 The Supplier shall not be liable for any failure of the Products to comply with clause 9.1:
1.43.1 where such failure arises by reason of wear and tear, wilful damage, negligence, or could be expected to arise in the normal course of use of the Products;
1.43.2 to the extent caused by the Customer’s failure to comply with the Supplier’s instructions in relation to the Products, including any instructions on installation, operation, storage or maintenance;
1.43.3 to the extent caused by the Supplier following any specification, instruction or requirement of or given by the Customer in relation to the Products;
1.43.4 where the Customer modifies any Products without the Supplier’s prior written consent or, having received such consent, not in accordance with the Supplier’s instructions; or
1.43.5 where the Customer uses any of the Products after notifying the Supplier that they do not comply with clause 9.1.
1.44 Except as set out in this clause 9:
1.44.1 the Supplier gives no warranties and makes no representations in relation to the Products; and
1.44.2 shall have no liability for their failure to comply with the warranty in clause 9.1
and all warranties and conditions (including the conditions implied by ss 13–15 of the Sale of Products Act 1979), whether express or implied by statute, common law or otherwise are excluded to the extent permitted by law.
1.45 For the purposes of this clause 10 the expressions ‘adequate procedures’ and ‘associated with’ shall be construed in accordance with the Bribery Act 2010 and legislation or guidance published under it.
1.46 Each party shall comply with applicable Bribery Laws including ensuring that it has in place adequate procedures to prevent bribery and use all reasonable endeavours to ensure that:
1.46.2 all others associated with it; and
1.46.3 all of its subcontractors;
involved in performing the Contract so comply.
1.47 Without limitation to clause 10.2, neither party shall make or receive any bribe (which term shall be construed in accordance with the Bribery Act 2010) or other improper payment or advantage or allow any such bribe or improper payment or advantage to be made or received on its behalf, either in the United Kingdom or elsewhere and shall implement and maintain adequate procedures to ensure that such bribes or improper payments or advantages are not made or received directly or indirectly on its behalf.
1.48 The Customer shall immediately notify the Supplier as soon as it becomes aware of a breach or possible breach by the Customer of any of the requirements in this clause 10.
1.49 Any breach of this clause 10 by the Customer shall be deemed a material breach of the Contract that is not remediable and shall entitle the Supplier to immediately terminate the Contract by notice under clause 17.1.1.
1.50 The Supplier shall comply with the Modern Slavery Act 2015 and the Modern Slavery Policy.
1.51 The Customer undertakes, warrants and represents that:
1.51.1 neither the Customer nor any of its officers, employees, agents or subcontractors has:
() committed an offence under the Modern Slavery Act 2015 (an MSA Offence); or
() been notified that it is subject to an investigation relating to an alleged MSA Offence or prosecution under the Modern Slavery Act 2015; or
() is aware of any circumstances within its supply chain that could give rise to an investigation relating to an alleged MSA Offence or prosecution under the Modern Slavery Act 2015;
1.51.2 it shall comply with the Modern Slavery Act 2015 and the Modern Slavery Policy;
1.51.3 it has implemented due diligence procedures to ensure compliance with the Modern Slavery Act 2015 and the Modern Slavery Policy in its business and supply chain, and those of its officers, employees, agents or subcontractors, which will be made available to the Supplier on request at any time throughout the Contract;
1.52 The Customer shall notify the Supplier immediately in writing if it becomes aware or has reason to believe that it, or any of its officers, employees, agents or subcontractors have breached or potentially breached any of the Customer’s obligations under clause 11.2. Such notice to set out full details of the circumstances concerning the breach or potential breach of the Customer’s obligations.
1.53 Any breach of clause 11.2 by the Customer shall be deemed a material breach of the Contract and shall entitle the Supplier to terminate the Contract with immediate effect.
1.54 The Customer shall indemnify the Supplier from and against any losses, damages, liability, costs (including legal fees) and expenses which the Supplier may suffer or incur directly or indirectly from the Customer’s breach of any of its obligations under the Contract.
1.55 The Customer shall have in place contracts of insurance with reputable insurers incorporated in the United Kingdom or such other country by agreement in writing with the Supplier to cover its obligations under the Contract. On request, the Customer shall supply (so far as is reasonable) evidence of the maintenance of the insurance and all of its terms from time to time applicable.
1.56 During this agreement and for a period of six years afterwards the Supplier shall maintain in force the following insurance policies with reputable insurance companies:
1.56.1 public liability insurance for not less than £5,000,000 million per claim; and
1.56.2 product liability insurance for not less than £5,000,000 million for claims arising from any single event and not less than £10,000,000 million in aggregate for all claims arising in a year.
1.57 The extent of the parties’ liability under or in connection with the Contract (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause 13.
1.58 Subject to clauses 13.5 and 13.6, the Supplier’s total aggregate liability shall not exceed the total amount paid by the Customer for Products purchased in the 6 months preceding the claim.
1.59 Subject to clauses 13.5 and 13.6, the Supplier shall not be liable for consequential, indirect or special losses.
1.60 Subject to clauses 13.5 and 13.6, the Supplier shall not be liable for any of the following (whether direct or indirect):
1.60.3 loss or corruption of data;
1.60.4 loss or corruption of software or systems;
1.60.5 loss or damage to equipment;
1.60.9 loss of commercial opportunity;
1.60.10 loss of savings, discount or rebate (whether actual or anticipated);
1.60.11 harm to reputation or loss of goodwill; and/or
1.61 The limitations of liability set out in clauses 13.2 to 13.4 shall not apply in respect of any indemnities given by the Customer under the Contract.
1.62 Notwithstanding any other provision of the Contract, the liability of the parties shall not be limited in any way in respect of the following:
1.62.1 death or personal injury caused by negligence;
1.62.2 fraud or fraudulent misrepresentation;
1.62.3 any other losses which cannot be excluded or limited by Applicable Law;
1..16 Intellectual property rights
1.63 The Supplier and/or its Licensor are the proprietor of all Intellectual Property Rights subsisting in any Products.
1.64 The Customer shall not do or omit to do nor cause or authorise to be done anything which shall or may adversely affect the value of the Supplier’s Intellectual Property Rights or anything which shall or may diminish the rights, impair, damage or be detrimental to the reputation or goodwill of the Supplier.
1.65 The Supplier shall indemnify the Customer from and against any losses, damages, liability, costs and expenses (including reasonable professional fees) incurred by it as a result of any action, demand or claim that use or possession of the Products infringes the Intellectual Property Rights of any third party (IPR Claim), provided that the Supplier shall have no such liability if the Customer:
1.65.1 does not notify the Supplier in writing setting out full details of any IPR Claim of which it has notice as soon as is reasonably possible;
1.65.2 makes any admission of liability or agrees any settlement or compromise of the relevant IPR Claim without the prior written consent of the Supplier;
1.65.3 does not let the Supplier at its request and own expense have the conduct of or settle all negotiations and litigation arising from the IPR Claim at its sole discretion;
1.65.4 does not take all reasonable steps to minimise the losses that may be incurred by it or by any third party as a result of the IPR Claim;
1.65.5 does not, at the Supplier’s request, provide the Supplier with all reasonable assistance in relation to the IPR Claim (at the Customer’s expense) including the provision of prompt access to any relevant premises, officers, employees, contractors or agents of the Customer;
1.65.6 uses the Products in combination with any other Products or services, which without such combination, no IPR Claim could or would have been made.
1.66 If any IPR Claim is made or is reasonably likely to be made, the Supplier may at its option
1.66.1 procure for the Customer the right to continue using and possessing the relevant Products; or
1.66.2 modify or replace the infringing part of the Products so as to avoid the infringement or alleged infringement, provided the Products remain in material conformance to their Specification.
1.67 The Supplier’s obligations under clause 14.1 shall not apply to Products modified or used by the Customer other than in accordance with the Contract or the Supplier’s instructions or Product made to the Customer’s specification. The Customer shall indemnify the Supplier against all losses, damages, liability, costs and expenses (including reasonable legal fees) incurred by the Supplier in connection with any claim arising from such modification, use or made to the Customers Specification.
1..17 Confidentiality and announcements
1.68 The Customer shall keep confidential all Confidential Information of the Supplier and of any Affiliate of the Supplier and shall only use the same as required to perform the Contract. The provisions of this clause shall not apply to:
1.68.1 any information which was in the public domain at the date of the Contract;
1.68.2 any information which comes into the public domain subsequently other than as a consequence of any breach of the Contract or any related agreement;
1.68.3 any information which is independently developed by the Customer without using information supplied by the Supplier or by any Affiliate of the Supplier; or
1.68.4 any disclosure required by law or a regulatory authority or otherwise by the provisions of the Contract.
1.69 This clause 15 shall remain in force in perpetuity from the date of the Contract.
1.70 The Customer shall not make any public announcement or disclose any information regarding the Contract, except to the extent required by law or regulatory authority.
Neither party shall have any liability under or be deemed to be in breach of the Contract for any delays or failures in performance of the Contract which result from Force Majeure. The party subject to the Force Majeure event shall promptly notify the other party in writing when such the event causes a delay or failure in performance and when it ceases to do so. If the Force Majeure event continues for a continuous period of more than 60 days, the party not affected may terminate the Contract by written notice to the other party.
1.71 The Supplier may terminate the Contract or any other contract which it has with the Customer at any time by giving notice in writing to the Customer if:
1.71.1 the Customer commits a material breach of the Contract and such breach is not remediable;
1.71.2 the Customer commits a material breach of the Contract which is not remedied within 14 Business Days of receiving written notice of such breach;
1.71.3 the Customer has failed to pay any amount due under the Contract on the due date and such amount remains unpaid 30 days after the date that the Supplier has given notification to the Customer that the payment is overdue; or
1.71.4 any consent, licence or authorisation held by the Customer is revoked or modified such that the Customer is no longer able to comply with its obligations under the Contract or receive any benefit to which it is entitled.
1.72 The Supplier may terminate the Contract at any time by giving notice in writing to the Customer if the Customer:
1.72.1 stops carrying on all or a significant part of its business, or indicates in any way that it intends to do so;
1.72.2 is unable to pay its debts either within the meaning of section 123 of the Insolvency Act 1986 or if the Supplier reasonably believes that to be the case;
1.72.3 becomes the subject of a company voluntary arrangement under the Insolvency Act 1986;
1.72.4 becomes subject to a moratorium under Part A1 of the Insolvency Act 1986;
1.72.5 becomes subject to a restructuring plan under Part 26A of the Companies Act 2006;
1.72.6 becomes subject to a scheme of arrangement under Part 26 of the Companies Act 2006;
1.72.7 has a receiver, manager, administrator or administrative receiver appointed over all or any part of its undertaking, assets or income;
1.72.8 has a resolution passed for its winding up;
1.72.9 has a petition presented to any court for its winding up or an application is made for an administration order, or any winding-up or administration order is made against it;
1.72.10 is subject to any procedure for the taking control of its Products that is not withdrawn or discharged within seven days of that procedure being commenced;
1.72.11 has a freezing order made against it;
1.72.12 is subject to any recovery or attempted recovery of items supplied to it by a supplier retaining title to those items;
1.72.13 takes any steps in anticipation of, or has no realistic prospect of avoiding, any of the events or procedures described in clauses 17.2.1 to 17.2.13 including giving notice for the convening of any meeting of creditors, issuing an application at court or filing any notice at court, receiving any demand for repayment of lending facilities, or passing any board resolution authorising any steps to be taken to enter into an insolvency process.
1.73 The Supplier may terminate the Contract any time by giving not less than four weeks’ notice in writing to the Customer if the Customer undergoes a change of Control or if it is realistically anticipated that it shall undergo a change of Control within two months.
1.74 If the Customer becomes aware that any event has occurred, or circumstances exist, which may entitle the Supplier to terminate the Contract under this clause 17, it shall immediately notify the Supplier in writing.
1.75 Termination or expiry of the Contract shall not affect any accrued rights and liabilities of the Supplier at any time up to the date of termination.
1.76 Any notice given by a party under these Conditions shall:
1.76.1 be in writing and in English;
1.76.2 be signed by, or on behalf of, the party giving it (except for notices sent by email); and
1.76.3 be sent to the relevant party at the address set out in the Contract.
1.77 Notices may be given, and are deemed received:
1.77.1 by hand: on receipt of a signature at the time of delivery;
1.77.2 by Royal Mail Recorded Signed For post: at 9.00 am on the second Business Day after posting;
1.77.3 by Royal Mail International Tracked & Signed or Royal Mail International Signed post: at 9.00 am on the fourth Business Day after posting; and
1.77.4 by email on receipt of a delivery email from the correct address.
1.78 Any change to the contact details of a party as set out in the Contract shall be notified to the other party in accordance with clause 18.1 and shall be effective:
1.78.1 on the date specified in the notice as being the date of such change; or
1.78.2 if no date is so specified, ten Business Days after the notice is deemed to be received.
1.79 This clause 18 does not apply to notices given in legal proceedings or arbitration.
The rights and remedies provided in the Contract for the Supplier only are cumulative and not exclusive of any rights and remedies provided by law.
Unless stated otherwise, time is of the essence of any date or period specified in the Contract in relation to the Customer’s obligations only.
The Customer shall at the request of the Supplier, and at the Customer’s own cost, do all acts and execute all documents which are necessary to give full effect to the Contract.
1.80 The parties agree that the Contract and any documents entered into pursuant to it constitutes the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.
1.81 Each party acknowledges that it has not entered into the Contract or any documents entered into pursuant to it in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in the Contractor any documents entered into pursuant to it. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in the Contract.
1.82 Nothing in these Conditions purports to limit or exclude any liability for fraud.
No variation of the Contract shall be valid or effective unless it is in writing, refers to the Contract and these Conditions and is duly signed or executed by, or on behalf of, each party.
1.83 The Customer may not assign, subcontract or encumber any right or obligation under the Contract, in whole or in part, without the Supplier’s prior written consent, which it may withhold or delay at its absolute discretion.
1.84 The Supplier shall be entitled to set-off under the Contract any liability which it has or any sums which it owes to the Customer under the Contract or under any other contract which the Supplier has with the Customer.
1.85 The Customer shall pay all sums that it owes to the Supplier under the Contract without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.
1..28 No partnership or agency
The parties are independent persons and are not partners, principal and agent or employer and employee and the Contract does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. None of the parties shall have, nor shall represent that they have, any authority to make any commitments on the other party’s behalf.
The Customer recognises that any breach or threatened breach of the Contract may cause the Supplier irreparable harm for which damages may not be an adequate remedy. Accordingly, in addition to any other remedies and damages available to the Supplier, the Customer acknowledges and agrees that the Supplier is entitled to the remedies of specific performance, injunction and other equitable relief without proof of special damages.
1.86 If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of the Contract shall not be affected.
1.87 If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with the minimum such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion or modification, the parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision.
1.88 No failure, delay or omission by the Supplier in exercising any right, power or remedy provided by law or under the Contract shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.
1.89 No single or partial exercise of any right, power or remedy provided by law or under the Contract by the Supplier shall prevent any future exercise of it or the exercise of any other right, power or remedy by the Supplier.
1.90 A waiver of any term, provision, condition or breach of the Contract by the Supplier shall only be effective if given in writing and signed by the Supplier, and then only in the instance and for the purpose for which it is given.
1.91 The Customer shall comply with Applicable Law and shall maintain such licences, authorisations and all other approvals, permits and authorities as are required from time to time to perform its obligations under or in connection with the Contract.
1.92 The Supplier shall comply with Applicable Law and shall maintain such licences, authorisations and all other approvals, permits and authorities as are required from time to time to perform its obligations under or in connection with the Contract.
1..33 Conflicts within contract
If there is a conflict between the terms contained in the Conditions and the terms of the Order, schedules, appendices or annexes to the Contract, the terms of the Conditions shall prevail to the extent of the conflict.
The Customer shall pay its own costs and expenses incurred in connection with the negotiation, preparation, signature and performance of the Contract (and any documents referred to in it).
1.93 Except as expressly provided for in clause 33.2, a person who is not a party to the Contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Contract.
1.94 Any Affiliate of the Supplier shall be entitled under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Contract. The consent of any such Affiliate is not required in order to rescind or vary the Contract or any provision of it.
1.95 Any dispute arising between the parties out of or in connection with the Contract shall be dealt with in accordance with the provisions of this clause 34.
1.96 The dispute resolution process may be initiated at any time by either party serving a notice in writing on the other party that a dispute has arisen. The notice shall include reasonable information as to the nature of the dispute.
1.97 The parties shall use all reasonable endeavours to reach a negotiated resolution through the following procedure:
1.97.1 Within fifteen (15) Business Days of service of the notice, the contract managers of each of the parties shall meet to discuss the dispute and attempt to resolve it.
1.97.2 If the dispute has not been resolved within fifteen (15) Business Days of the first meeting of the contract managers, then the matter shall be referred to the chief executives (or persons of equivalent seniority) of each of the parties. The chief executives (or equivalent) shall meet within fifteen (15) Business Day to discuss the dispute and attempt to resolve it.
1.98 Until the parties have completed the steps referred to in clause 34.3, and have failed to resolve the dispute, neither party shall commence formal legal proceedings except that either party may at any time seek urgent interim relief from the courts.
The Contract and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.
The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, the Contract, its subject matter or forma