The following are Globestock's general terms and conditions of sale. Where individual agreements are in place (valid and signed by both parties), the individual agreement supersedes the following conditions:
CONDITIONS
1 DEFINITIONS
Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
Bespoke Goods: Goods not set out or included on the Price List.
Globestock: Globestock Limited, a company registered in England with registered number 01641128 and registered
address Unit 6 Mile Oak Industrial, Estate, Maesbury Road, Oswestry, Shropshire, SY10 8GA.
Commencement Date: the date on which Globestock accepts the order from the Customer.
Conditions: these terms and conditions set out in clause 1 to clause 16 (inclusive).
Contract: the contract between Globestock and the Customer for the sale and purchase of the Goods in accordance
with these Conditions.
Customer: Globestock’s customer, as named on the correspondence accompanying these conditions.
Despatch Date: the most recently communicated despatch date between the Customer and Globestock and in
accordance with clause 4 being:
(a) the date requested for despatch in the Order placed by the Customer;
(b) the despatch date as set out in Globestock’s order acknowledgment; or
(c) any other date agreed in writing between the Customer and Globestock.
Delivery Location: the address for delivery of the Goods, as notified to Globestock in a particular Order.
Force Majeure Event: events, circumstances or causes beyond a party's reasonable control.
Goods: fall arrest and load arrest safety equipment together with any other goods made available for sale by
Globestock to the Customer, whether set out on the Price List, Bespoke Goods or otherwise manufactured and/or
procured on behalf of the Customer.
Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related
rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade
dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to
use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other
intellectual property rights, in each case whether registered or unregistered and including all applications and rights
to apply for and be granted, renewals or extensions of, and rights to claim priority from, any rights and all similar or
equivalent rights or forms of protection that subsist or will subsist now or in the future in any part of the world.
Order: an order for the Goods submitted by the Customer in accordance with clause 4.
Price: save in relation to Bespoke Goods, the price for the Goods based on the most recent applicable Price List.
Price List: a list of Goods together with applicable prices, which Globestock shall make available to the Customer
upon request.
Warranty Period: as set out in clause 7.1.
Specified Currency: A currency other than sterling, in which the Customer will be invoiced pursuant to clause 10.7
as agreed between the parties from time to time.
2 INTERPRETATION
2.1 a reference to a statute or statutory provision is a reference to such statute or provision as amended or reenacted.
A reference to a statute or statutory provision includes any subordinate legislation made under that statute
or statutory provision, as amended or re-enacted;
2.2 a person includes a natural person, corporate or unincorporated body (whether or not having separate legal
personality)
2.3 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; and
2.4 a reference to writing or written includes faxes and emails.
3 COMMENCEMENT AND TERM
3.1 These Conditions are suitable for use in business-to-business transactions only. The parties are dealing
with each other in the course of their respective businesses. Accordingly the UK rules protecting consumers, in
particular the Consumer Rights Act 2015, will not apply. If the Customer is not entering this agreement in the course
of its respective business then it should contact Globestock immediately and Globestock will provide an alternative
agreement.
3.2 This agreement shall commence on the date on which Globestock accepts the order from the Customer.
4 ORDERS
4.1 Orders shall be given in writing and in accordance with clause 4.3. Globestock may accept or decline
Orders at its absolute discretion. Globestock may, at its discretion, accept subsequent amendments to an Order by
the Customer.
4.2 After accepting an Order, Globestock shall issue an order acknowledgement, arrange for delivery of the
Goods in accordance with clause 6 and notify the Customer of the estimated Despatch Date.
4.3 The Customer is responsible for ensuring that Orders submitted by the Customer are complete and
accurate. The Customer shall give Globestock all necessary information relating to the Goods that Globestock
reasonably requires in order to fulfil each Order including, in particular but without limitation:
4.3.1 the delivery location for the Order;
4.3.2 if the delivery location and/or access to the delivery location is unsuitable for unloading for any reason;
4.3.3 if the Goods are Bespoke Goods, a sufficiently clear specification so as to enable Globestock to provide a
quotation to manufacture or modify existing Goods to meet the specification;
4.3.4 obstacles to safe delivery of the Goods, considering the nature of the Goods;
4.3.5 requested Despatch Date; and
4.3.6 applicable opening times and any times where it may be difficult to accept delivery.
4.4 On or following either the acceptance or despatch of an Order (at Globestock’s discretion unless otherwise
agreed), Globestock shall issue invoice(s) for payment by the Customer in accordance with clause 10.
5 THE GOODS
5.1 Any samples, drawings, descriptive matter, or advertising produced by Globestock and any descriptions or
illustrations contained in Globestock's catalogues or brochures are produced for the sole purpose of giving an
approximate idea of the Goods described in them. They shall not form part of the Contract or have any contractual
force.
5.2 Globestock reserves the right to amend the specification of the Goods at its discretion and in particular but
without limitation if required by any applicable statutory or regulatory requirements.
5.3 To the extent that any Goods are manufactured in accordance with a specification supplied by the
Customer, the Customer shall indemnify Globestock against all liabilities, costs, expenses, damages and losses
(including any direct, indirect or consequently losses, loss of profit, loss of reputation and all interest, penalties and
legal and other reasonable costs and expenses) suffered or incurred by Globestock in connection with any claim
made against Globestock for actual or alleged infringement of a third party’s intellectual property rights arising out of
or in connection with Globestock’s use of such specification. This clause shall survive termination of the Contract.
6 DELIVERY
6.1 If it is agreed that Globestock shall be responsible for delivery of Goods, the remainder of this clause 6
shall apply.
6.2 Globestock shall ensure that each delivery of Goods is accompanied by a packing list which shows the
order number, the quantity, the code, and the description of Goods (including the serial number(s) of the Goods,
where applicable), special storage instructions (if any) and, if the relevant Order is being delivered by instalments,
the outstanding balance of Goods remaining to be delivered.
6.3 Globestock shall endeavour to despatch Goods to the Delivery Location on or before the Despatch Date.
6.4 Delivery is completed on the completion of unloading of the Goods at the Delivery Location.
6.5 All Despatch Dates are estimated, approximate and cannot be relied on. The time and/or date of delivery
shall not be of the essence. Globestock shall not be liable for any delay in delivery of any Goods that is caused by:
6.5.1 a Force Majeure Event; or
6.5.2 the Customer 's failure to provide Globestock with adequate delivery instructions or any other instructions
that are relevant to the supply of the Goods.
6.6 Globestock shall have no liability for any failure to deliver Goods to the extent that such failure is caused
by:
6.6.1 a Force Majeure Event; or
6.6.2 the Customer's failure to provide Globestock with adequate delivery instructions or any other instructions
that are relevant to the supply of the Goods; or
6.6.3 if the Customer, or any person at the Delivery Location, refuses delivery of Goods.
6.7 If the Customer fails to provide Globestock with adequate delivery instructions or any other instructions that
are relevant to the supply of the Goods and, as a result:-
6.7.1 additional delivery charges are incurred; and/or
6.7.2 goods are damaged; and/or
6.7.3 any other costs are incurred by Globestock;
then Globestock may, at its discretion, charge the Customer, and the Customer hereby agrees to pay for all costs
and expenses incurred by Globestock arising as a result.
6.8 Globestock may deliver Orders by instalments. The Customer may not cancel an instalment because of
any delay in delivery or defect in another instalment.
6.9 The Customer shall, as soon as reasonably possible following Delivery, inspect the Goods and notify
Globestock of any damaged Goods. The Customer shall be deemed to have accepted an Order on the expiry of
three Business Days after Delivery, after which Globestock shall not be under any obligation to replace or refund
damaged Goods in respect to such Order.
7 QUALITY, FITNESS FOR PURPOSE, RETURNS AND RE-CERTIFICATION
7.1 Globestock warrants that, in relation to unused Goods, and for a period of 12 months from the date of despatch, the Goods shall:
7.1.1 conform in all material respects with their description; and
7.1.2 be free from material defects in design, material and workmanship.
7.2 Subject to clause 7.3, if:
7.2.1 the Customer gives notice in writing to Globestock during the Warranty Period and within 14 Business Days
of discovery that some or all of the Goods do not comply with the warranties set out in clause 7.1; and
7.2.2 Globestock is given a reasonable opportunity of examining such Goods; and
7.2.3 the Customer (if asked to do so by Globestock) returns such Goods to Globestock's place of business at
the Customer 's cost;
then Globestock shall, at its option, repair or replace any Goods that are found to be defective, refund the price of
such defective Goods in full or provide a credit to the Customer’s account with Globestock.
7.3 Globestock shall not be liable for Goods' failure to comply with the warranties set out in clause 7.1 if:
7.3.1 there is any further use of such Goods after giving notice of defects in accordance with clause 7.2;
7.3.2 the defect arises because of a failure by the Customer or any third party to follow Globestock's oral or
written instructions as to the storage, transport, commissioning, installation, use and maintenance of the Goods and
(if there are none) good trade practice regarding the same;
7.3.3 there is any alteration or repair of such Goods without the written consent of Globestock;
7.3.4 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working
conditions;
7.3.5 the test certificate is no longer valid for any reason;
7.3.6 the Customer fails to inform any third party of the correct and proper use of such Goods and damage arises
as a result of such failure;
7.3.7 the Goods differ from their description as a result of changes made to ensure they comply with applicable
statutory or regulatory requirements; or
7.3.8 the Goods are purchased by the Customer or any third party in the knowledge that such Goods are
purchased second hand and have not been re-tested by Globestock, or a Globestock-approved Service Agent.
7.4 Globestock's only liability to the Customer if the Goods fail to comply with the warranties set out in clause
7.1 is as set out in this clause 7.
7.5 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted
by law, excluded from the Contract.
7.6 The terms of the Contract shall apply to any repaired or replacement Goods supplied by Globestock.
7.7 Return of Goods
7.8 Globestock may at its discretion accept returned Goods in satisfactory condition.
7.8.1 In the event that the Customer wishes to return any Goods, the Customer shall request in writing that
Globestock accepts a return of Goods provisional on an inspection and, if Globestock provisionally accepts such
Goods, the Customer shall deliver them to Globestock at such address as notified by Globestock at the Customer’s
expense.
7.8.2 Following inspection of the Goods, and if the Goods are in satisfactory condition, Globestock shall issue
the Customer’s account with a credit applicable to the purchase price of such Goods (at the time such Goods were
initially purchased by the Customer) less:
(a) a restocking charge (dependent on product type – details available on request); and
(b) any costs associated with issuing new or replacement safety certificates.
Title to such Goods shall immediately pass to Globestock on the issue of such credit.
7.8.3 If the Goods are not in satisfactory condition for any reason (at the discretion of Globestock) such Goods
shall be returned to the Customer and title to such Goods shall remain with the Customer or (at Globestock’s
discretion) Globestock may scrap the Goods and invoice the Customer for any associated costs.
7.9 Service and re-certification (Customer)
7.9.1 On the expiry of a test certificate for any reason, in relation to any Goods the Customer shall (at the cost
of the Customer) return such Goods to a Globestock Approved Service Agent, for service in accordance with this
clause 7.99 Any goods that are unable to be serviced at a Globestock Approved Service Agent should be returned
to Globestock whereby; On receipt of the Goods, Globestock shall, within a reasonable period of time, inspect such
Goods and provide a breakdown of costs to the Customer to strip-down, service, re-certificate and return such Goods
and alternatively, the costs associated with the disposal of such Goods (‘Service Quotation’). On receipt of the
Service Quotation, the Customer shall either:
(a) confirm the Service Quotation, following which Globestock shall proceed to service the returned
Goods, issue a service test certificate, and deliver the Goods according to the Service Quotation and in
accordance with clause 4; or
reject the Service Quotation, following which Globestock shall proceed to dispose of the Goods at the cost of
the Customer.
(b) If the Customer does not confirm the Service Quotation within 10 Business Days, Globestock may
at its discretion, treat the Service Quotation as rejected and proceed to dispose of the returned Goods at the
cost of the Customer.
8 TITLE AND RISK
8.1 Risk in Goods shall pass to the Customer depending on if the Customer is collecting Goods or if delivery
has been arranged with Globestock. If the Customer is arranging delivery Risk shall pass from the pickup of the
Goods from Globestock’s premises. If the Customer wishes for the Goods to be insured during transit, this must be
arranged by the Customer. If the parties have arranged for Globestock to deliver the Goods, the Risk in the Goods
shall pass on completion of the unloading of the Goods at the Delivery Location.
8.2 Title to Goods shall only pass to the Customer once Globestock receives payment in full (in cash or cleared
funds) for them and delivery has taken place or the Customer resells the Goods, in which case title to the Goods
shall pass to the Customer at the time specified in clause 8.4.
8.3 Until title to the Goods has passed to the Customer, the Customer shall:
8.3.1 store the Goods separately from all other goods held by the Customer so that they remain readily
identifiable as Globestock's property;
8.3.2 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
MP2a‐F04/221122
8.3.3 maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from
the date of delivery;
8.3.4 notify Globestock immediately if it becomes subject to any of the events listed in clause 13.1.2; and
8.3.5 give Globestock such information relating to the Goods as Globestock may require from time to time.
8.4 Subject to clause 8.5, the Customer may resell or use the Goods in the ordinary course of its business (but
not otherwise) before Globestock receives payment for the Goods. However, if Customer resells the Goods before
that time, title to the Goods shall pass from Globestock to the Customer immediately before the time at which resale
by the Customer occurs.
8.5 If before title to the Goods passes to the Customer the Customer becomes subject to any of the events
listed in clause 13.1, then, without limiting any other right or remedy Globestock may have:
8.5.1 the Customer’s right to resell the Goods or use them in the ordinary course of its business ceases
immediately; and
8.5.2 Globestock may at any time:
(a) require the Customer to promptly deliver up all Goods in its possession that have not been resold,
or irrevocably incorporated into another product; and
(b) if the Customer fails to do so promptly, enter any premises of the Customer or of any third party
where the Goods are stored in order to recover them.
8.6 The Customer irrevocably licenses Globestock, its officers, employees and agents, to enter any premises
of the Customer (including with vehicles), in order to satisfy itself that the Customer is complying with the obligations
in clause 8.3, and to recover any Goods in which property has not passed to the Customer.
8.7 Globestock may at any time after delivery elect to transfer title in the Goods to the Customer, in which case
the Customer shall immediately pay the Price to Globestock.
9 PRODUCT RECALL
9.1 Globestock may issue product Recall Notices from time to time. On receipt of a Recall Notice issued by
Globestock, the Customer shall comply with any such notice.
10 PRICE AND PAYMENT
10.1 The Customer shall pay for Goods in accordance with this clause 8.
10.2 If the Customer requires Bespoke Goods, this shall be agreed between Globestock and the Customer on
a case-by-case basis. The Customer is required (unless otherwise agreed in writing) to pay for Bespoke Goods in
advance of manufacture and delivery.
10.3 The Price excludes, unless otherwise stated, amounts in respect of value added tax (VAT), which the
Customer shall additionally be liable to pay to Globestock at the prevailing rate (if applicable), subject to the receipt
of a valid VAT invoice.
10.4 The Price excludes delivery (including freight) costs, details of which can be provided on request.
10.5 Globestock may invoice the Customer for the price of Goods plus VAT at the prevailing rate (if applicable)
on or at any time after it accepts an Order. Globestock shall ensure that invoices include the Order number, the
invoice number, Globestock's VAT registration number, and any supporting documentation that the Customer may
reasonably require.
10.6 Unless otherwise agreed in writing or stated on the invoice, the Customer shall pay invoices in full in
sterling, in cleared funds within 30 day(s) after invoice month. Payment shall be made to the bank account nominated
in writing by Globestock.
10.7 In the event that invoices are to be prepared and paid in a Specified Currency then this should be made
into the Specific Currency account for Globestock shown on the relevant invoice.
10.8 If the Customer fails to make any payment due to Globestock under the Contract by the due date for
payment, then, without limiting Globestock's remedies under clause 13:
10.8.1 the Customer shall pay interest on the overdue amount at the rate of 4% per annum above the Bank of
England base rate. 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.
10.8.2 Globestock may suspend all further deliveries of Goods until payment has been made in full.
10.9 The Customer shall pay all amounts due under the contract in full without set-off, counterclaim, deduction
or withholding (except for any deduction or withholding required by law). Globestock may at any time, without limiting
any of its other rights or remedies, set off any amount owing to it against any amount payable by Globestock to the
Customer.
11 LIMITATION OF LIABILITY
11.1 Nothing in this Contract shall limit or exclude Globestock'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; or
11.1.4 any matter in respect of which it would be unlawful for Globestock to exclude or restrict liability.
11.2 Subject to clause 11.1:
11.2.1 Globestock shall not 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 Globestock's total liability to the Customer for all other losses arising under or in connection with the
Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to
£25,000.
12 COMPLIANCE WITH RELEVANT LAWS AND POLICIES
12.1 Each party shall at its own expense comply with all laws and regulations relating to its activities under this
agreement, as they may change from time to time, and with any conditions binding on it in any applicable licences,
registrations, permits and approvals.
12.2 Import licences and Duties/Charges The Customer shall be responsible for obtaining any necessary import
licences or permits necessary for the entry of the Goods into the Territory (if outside of the United Kingdom), or their
delivery to the Customer. The Customer shall be responsible for any customs duties, clearance charges, taxes,
brokers' fees and other amounts payable in connection with the importation and delivery of the Goods.
13 TERMINATION
13.1 The Contract shall continue in accordance with clause 3. Without limiting its other rights or remedies, either
party may terminate this Contract with immediate effect by giving written notice to the other party if:
13.1.1 the other party commits a material breach of any term of the Contract and (if such a breach is remediable)
fails to remedy that breach within 14 days of that party being notified in writing to do so.
13.1.2 the other party 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;
13.1.3 the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a
substantial part of its business;
13.1.4 the other party's financial position deteriorates to such an extent that in the terminating party's opinion the
other party's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or
13.1.5 there is a change of control of the Customer (within the meaning of section 1124 of the Corporation Tax
Act 2010).
13.2 Without limiting its other rights or remedies, Globestock 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 14 days after being notified in writing to make such payment.
13.3 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 this Contract which existed at or before
the date of termination.
13.4 Any provision of the Contract 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.
13.5 Effect of Termination. On termination of this agreement for any reason, Globestock shall cease supplying
Goods to the Customer. The Customer shall be permitted to sell any Goods remaining in their possession for the
duration of the Warranty Period applicable to such Goods.
14 ANTI-BRIBERY COMPLIANCE
14.1 Consistent with its general compliance obligations under clause 12, the Customer shall:
14.1.1 comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption
including but not limited to the Bribery Act 2010 (Relevant Requirements).
14.1.2 not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6
of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK.
14.1.3 comply with Globestock's Anti-bribery Policy as Globestock may update from time to time (Relevant
Policies).
15 GROUP COMPANIES AND THIRD PARTY RIGHTS
15.1 Globestock may provide the Goods to a Group Company as if they were the Customer, provided that:
15.1.1 Globestock is made aware of the identity of each Group Company within the Customer’s group who wishes
to receive the Goods;
15.1.2 the Customer confirms that each such Group Company is aware of and agrees to comply with the terms of
this agreement prior to Globestock’s provision of the Goods to them;
15.1.3 the Customer procures that each such Group Company fully observes and complies with the terms of this
agreement; and
15.1.4 the Customer agrees to be responsible and liable for the actions, omissions and negligence of each Group
Company (including any breach of the terms of the Agreement) as if such actions, omissions and negligence were
its own (including the failure to make payment to Globestock of any monies due to it under terms of this agreement
or otherwise).
15.2 Save for any Group Company and any permitted assignees, nothing in this agreement gives rise to any
rights under the Contracts (Rights of Third Parties) Act 1999 for a third party to enforce any term of this agreement.
15.3 The rights of the parties to terminate or vary the terms of this agreement shall not be subject to the consent
of any other person
16 GENERAL
16.1 Force majeure. Neither party shall be in breach of this Contract nor liable for delay in performing, or failure
to perform, any of its obligations under this Contract if such delay or failure result from a Force Majeure Event. If the
period of delay or non-performance continues for 8 weeks, the party not affected may terminate this Contract by
giving 14 days written notice to the affected party.
16.2 Assignment and other dealings.
16.2.1 The Customer shall not assign, transfer, 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 Globestock.
16.2.2 Globestock may at any time assign, transfer, charge, subcontract, declare a trust over or deal in any other
manner with any or all of its rights under this agreement.
16.3 Confidentiality.
16.3.1 Each party undertakes that it shall not at any time during this agreement, and after termination of this
agreement, disclose to any person any confidential information concerning the business, affairs, Customer, 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 16.3.2. 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.
16.3.2 Each party may disclose the other party's confidential information:
(a) 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 this
agreement. 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 16.3; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory
authority.
16.3.3 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 this Contract.
16.4 Entire agreement.
16.4.1 This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all
previous agreements, promises, assurances, warranties, representations, and understandings between them,
whether written or oral, relating to its subject matter.
16.4.2 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 this agreement. Each party agrees that it shall
have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this
agreement.
16.5 Variation. No variation of this Contract (other than as set out in this agreement which for the avoidance of
doubt shall include any variation or replacement Price List or Globestock Customer Policy) shall be effective unless
it is in writing and signed by the parties (or their authorised representatives).
16.6 Waiver. No failure or delay by a party to exercise any right or remedy provided under the Contract or by
law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of
that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the
further exercise of that or any other right or remedy.
16.7 Severance. 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.
16.8 Notices.
16.8.1 Any notice or other communication given to a party under or in connection with the Contract shall be in
writing, addressed to that party at its registered office or such other address set out in the Contract Details or as that
party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally,
or sent by pre-paid recorded first class post or other next working day delivery service, commercial courier, fax or
email.
16.8.2 The provisions of this clause shall not apply to the service of any proceedings or other documents in any
legal action.
16.8.3 Governing law. This 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.
16.8.4 Jurisdiction. 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 this Contract or its subject matter or formation.