Terms and Conditions
Warning: these Conditions contain exclusion clauses and limitation on liability
1.1 In these conditions the following words and expressions shall have the following meanings:
Buyer-The person from whom the Seller receives an Order or acceptance of Quotation;
Bespoke Goods – Goods which will be tailored to the Buyers specification
Contract – A contract between the Seller and the Buyer formed pursuant to Condition 2.1;
Goods – The goods supplied to the Buyer from the Seller under a Contract, which includes Bespoke Goods;
Order – An order for Goods from the Buyer to the Seller;
Order Acknowledgement – The Seller’s written acknowledgement of an Order or acceptance of a Quotation(as applicable)
Price – The price for the Goods under Condition 9
Quotation – A quotation for the supply of Goods requested by the Buyer
Seller – Chevler Limited of Tir y Berth Industrial Estate Hengoed Mid Glamorgan CF82 8AU and registered Company Number 06736785
Specification – Any document referred to in or issued by the Seller in conjunction with any Order Acknowledgement or Quotation setting out the specification for the Goods
Total Contract Price – Together the Price and any additional amounts payable by the Buyer under the Contract pursuant to Condition 10
Working Day – Any day, not being a Saturday, Sunday or public holiday in England and Wales
1.2 Any reference in these Conditions to any statute or statutory provision is a reference to it as it
is in force including any amendment, extension, application or re-enactment and includes any subordinate legislation.
1.3 Words denoting the singular include the plural and vice versa.
2. CONTRACT FORMATION AND APPLICATION OF TERMS
2.1 Any Quotation issued to the Buyer shall constitute an invitation to treat. An Order or acceptance of Quotation (as applicable) is an offer by the Buyer to purchase from the Seller the Goods on and subject to these Conditions
2.2 No Order or acceptance of Quotation shall be deemed to be accepted by the Seller and no Contract between the Buyer and the Seller shall exist until either an Order Acknowledgement has been issued, or where an Order Acknowledgement is not issued to the Buyer, when the Seller delivers the Goods to the Buyer, whichever occurs earlier.
2.3 Unless agreed otherwise these Conditions comprise the only terms and conditions upon which the Seller will supply the Goods to the Buyer to the exclusion of any terms or conditions which the Buyer seeks to apply to the Contract.
2.4 No proposed variation to the Contract shall be binding on the parties unless agreed in writing by the Buyer and the Seller.
2.5 In the event of any conflict between the provisions of these Conditions and any other AGREEMENT BETWEEN THE BUYER AND SELLER, THESE CONDITIONS SHALL PREVAIL
3. QUALITY, QUANTITY AND DESCRIPTION OF GOODS
3.1 Subject always to Conditions 3.2 and 5.6, the description of the Goods shall be as stated in the Specification Order Acknowledgement or quotation. All drawings, illustrations and descriptions are to give an idea of the Goods supplied by the Seller and shall not form part of the Contract. The Seller does not sell by sample.
3.2 The Seller reserves the right at any time without prior notice to the Buyer to:
(a) alter or change the design, materials or finish of the Goods as reasonably required by the Seller; and
(b) to withdraw any Goods for sale; and the Buyer acknowledges and agrees that it shall not, by reason of any such alteration, change and/or substitution have the right to reject the Goods and/or take action for breach of contract.
3.3 In respect of Bespoke Goods, the Seller shall use its reasonable endeavours to give the Buyer prior notice of any intended alteration, change or substitution pursuant to Condition 3.2.
3.4 The Seller shall comply with the standards of the BRC (British Retail Consortium) and IOP (Institute of Packaging) in force from time to time and the Seller shall issue to the Buyer such quality compliance certificates as reasonably requested by the Buyer and agreed with the Seller.
3.5 The Seller warrants that the Goods will be of satisfactory quality within the meaning of the Sale of Goods Act 1979, but all other warranties, conditions or terms implied by statute or common law are excluded to the fullest extent permitted by law.
4 BUYER’S OBLIGATIONS
4.1 In respect of the Buyer’s request for Goods the Buyer shall provide to the Seller at the Buyer’s own cost:
(a) such materials, designs, drawings, electronic files or other items necessary for the production of Goods which the Buyer and Seller agree are the Buyers’ responsibility; and
(b) all such instructions, information, licences, permissions and/or authorisations as may be necessary to enable the Seller to fulfil its delivery obligations under Condition 5.
4.2 The Buyer shall comply with its obligations under 4.1 within the timescale(s) agreed by the Buyer and the Seller or, where no such timescale(s) are agreed, within a reasonable time from formation of the Contract.
4.3 The Buyer acknowledges that the Seller shall have no liability to the Buyer for any breach of the Contract resulting (whether directly or indirectly) from any failure on the part of the Buyer to comply with its obligations (or any of them) under this Condition 4.
4.4 In respect of bespoke goods for delivery in instalments, any goods not delivered within 90 days of the first instalment shall be invoiced in full to the buyer. Once invoiced goods will be subject to a storage charge of £2.50 per week per pallet, with a minimum charge of £10.00 per week.
5.1 Unless specified otherwise the Seller shall be responsible for delivery and unloading the Goods at the Buyer’s premises (as notified by the Buyer) or such other location as agreed between the parties.
5.2 Delivery takes place either:
(i) when the Seller or the Seller’s nominated carrier unloads the Goods at the Buyer’s premises or other agreed location for delivery; or
(ii) when the Buyer or its nominated carrier collects the Goods from the Seller’s premises, when the Goods are loaded onto he Buyer’s or its nominated carrier’s transport at the Seller’s premises.
(iii) The Seller shall use its best endeavours to deliver the Goods within the estimated delivery time but time for deliver shall not be of the essence of the Contract.
5.3 With immediate effect from the time of delivery of the Goods pursuant to Condition 5.2, risk in the Goods shall pass to the Buyer and the Seller shall have no further obligations whatsoever in relation to the transportation, care or storage of the Goods unless the Parties have agreed otherwise.
5.4 Where Goods are being collected by the Buyer pursuant to Condition 5.2(ii), if neither the Buyer nor its nominated carrier has collected the Bespoke Goods within 90 Working Days of the deemed delivery date, the Seller shall have the right (without giving notice to the Buyer) to dispose of Goods in any manner it sees fit, including re-selling the Goods and retaining any proceeds of sale. The Buyer acknowledges and agrees that nothing in this Condition 5.5 shall be construed as preventing the Seller from taking action against the Buyer for recovery of the Total Contract Price (or any part thereof) and/or any other monies owed by the Buyer to the Seller under the Contract.
5.5 If the Seller delivers to the Buyer a quantity of Goods of up to 10% more or less than the quantity agreed under the Contract, the Buyer acknowledges and agrees that such delivery shall be deemed to be in accordance with the Contract and that it shall not be entitled, by reason of any such shortfall or excess, to reject either the Goods or any excess Goods (as applicable) or request any adjustment to the Price.
5.6 The Seller may deliver Bespoke Goods and also consignments of Goods by separate instalments, in which case each instalment shall be treated as a separate Contract on and subject to the Conditions. No breach by the Seller of any one Contract relating to an instalment shall entitle the Buyer to any right of action, cancellation or termination in respect of either the Contract as a whole or any contract relating to any other instalment.
6. LOSS AND DAMAGE IN TRANSIT
6.1 The Seller shall not be liable for any loss or damage to the Goods in transit where the Goods are delivered to the
Buyer’s or its nominated carrier’s transport pursuant to 5.2(ii)
6.2 Notwithstanding Condition 6.1, the Seller shall not be liable for any loss or damage to the Goods in transit unless;
(a) the loss or damage is notified to the Seller by the Buyer in writing within 3 Working Days from the date of delivery; or
(b) in the case of total loss, the non-arrival is notified to the Seller in writing within 14 Working Days of receipt of the Seller’s invoice; and
(c) any claims made by the Buyer pursuant to Condition 6.2 (a) must be made in writing to the Seller within 7 Working Days of delivery or within 21 Working Days of receipt of the Seller’s invoice in respect of a claim under 6.2b.
6.3 Without prejudice to the provisions of Condition 6.1, the Buyer shall inspect the Goods for defects immediately following collection or delivery.
6.4 The Seller’s liability in respect of any alleged defect or non-conformity notified to it pursuant to Condition 6.2 shall be conditional upon the Buyer:
(a) preserving the Goods intact for inspection by the Seller; and
(b) at the Seller’s option, either promptly returning to the Seller (at the Seller’s cost) the allegedly defective or non conforming Goods or permitting the Seller and/or its representatives to inspect the allegedly defective or non-conforming Goods at the Buyer’s or other nominated premises to enable the Seller to investigate the Buyer’s complaint.
6.5 The Seller’s liability under Condition 6.2 shall in all circumstances be limited to (at the Seller’s sole option) the replacement or repair as soon as reasonably practicable of the affected Goods or, where payment for the Goods in question has already been made by the Buyer, crediting the Buyer with the relevant amount of the Price via a credit note.
7. RETENTION OF TITLE
7.1 Until the Seller has received in full in cleared funds:
(a) the Total Contract Price; and
(b) all other sums which are or which become due to the Seller from the Buyer on any Contract whatsoever; all legal and beneficial title to the Goods delivered to the Buyer under all and any Contracts shall remain vested in the Seller. Goods which are in the Buyer’s possession or control but in respect of which legal and beneficial title remain vested in the Seller are referred to in the following provisions of this Condition 7 as “Retained Goods”.
7.2 Without prejudice to the Buyer’s rights under Condition 7.4, the Buyer shall
(a) hold any Retained Goods on a fiduciary basis as the Seller’s bailee;
(b) keep any Retained Goods insured on the Seller’s behalf against all risks, ensure that the Seller’s interest in the Retained Goods is noted on the relevant insurance policy and on request produce the relevant policy of insurance for inspection by the Seller;
(c) store any Retained Goods (at no cost to the Seller) separately from all other goods of the Buyer or any other person in such a way that they remain readily identifiable as the Seller’s property;
7.3 The Buyer hereby grants to the Seller and its representatives an irrevocable licence at any time to enter without notice any premises where Retained Goods are being stored or kept in order to inspect them and identify them as the Seller’s property
7.4 The Buyer may use or re-sell any Retained Goods in the ordinary course of its business PROVIDED ALWAYS that the Buyer’s rights to re-sell Retained Goods shall be subject to the following conditions:
(a) any sale shall be effected at full market value; and
(b) any such sale shall be a sale of the Seller’s property on the Buyer’s behalf
7.5 The Buyer’s powers of use and re-sale in respect of Retained Goods under Condition 7.4 shall terminate:
(a) if at any time the Seller has any reasonable concerns regarding the Buyer’s financial circumstances, forthwith on the Seller serving notice on the Buyer; and
(b) automatically and immediately upon the occurrence of any of the following:
(i) the presentation of a petition, or the convening of a meeting for the purpose of considering a resolution, for the
winding up or dissolution of, the passing of any resolution for the winding up or dissolution of, or the making of a winding up order against or order for the dissolution of, the Buyer;
(ii) the appointment of a receiver, administrative receiver, receiver and manager, administrator, sequestrator or similar officer over all or any of the assets or undertaking of the Buyer, the making of an administration application, or the making of an administration order or presentation of an administration petition, in relation to the Buyer;
(iii) the proposal of, application for or entry into of a compromise or arrangement or voluntary arrangement, or any other scheme, composition or arrangement in satisfaction or composition of any of its debts or other arrangement for the benefit of its creditors generally, by the Buyer with any of its creditors (or any class of them) or any of its members (or any class of them) or the taking by the Buyer of any action in relation to any of the same or the filing of any documentation for the purpose of obtaining a moratorium pursuant to section 1A and paragraph 7 of schedule A1 of the Insolvency Act 1986 in relation to the Buyer;
(iv) the taking by any creditor (whether or not a secured creditor) of possession of, or the levying of distress or enforcement or some other process upon, all or part of the property, assets or undertaking of the Buyer;
v) the deemed inability of the Buyer to pay its debts within the meaning of section 123 of the Insolvency Act 1986.
(vi) the Buyer ceasing or threatening to cease to carry on the whole or a substantial part of its business;
(vii) the occurrence of an event or circumstance in relation to the Buyer similar to any of those referred to in paragraphs (i) to (vi)) above in any jurisdiction other than England and Wales; and/or
(viii) the Seller terminating or serving notice to terminate the Contract.
7.6 Upon termination of the Buyer’s powers of use and re-sale under Condition 7.4:
(a) the Buyer shall immediately place all Retained Goods in its possession or under its control at the Seller’s disposal and shall be deemed irrevocably to authorise the Seller and its representatives to enter at any time upon any premises where the Retained Goods are being stored with or without vehicles and with or without giving prior notice to the Buyer for the purpose of removing the Retained Goods; and
b) the Seller shall be entitled at its option to do either or both of the following:
(i) cancel all or any part of any orders for Goods placed with it by the Buyer which have not yet been delivered (whether or not accepted and whether or not under the Contract); and
(ii) deal direct with any customers of the Buyer in which case any proceeds of sale received by the Seller
from any such customers shall belong to the Seller absolutely PROVIDED ALWAYS that the Buyer acknowledges and agrees that the Seller shall not by so doing assume any of the Buyer’s obligations or liabilities under its contracts with such customers.
7.7 For the avoidance of doubt, the Buyer acknowledges and agrees that the Seller shall be entitled to recover from the Buyer
payment for Retained Goods notwithstanding that legal and beneficial title to the same has not passed from the Seller.
7.8 In manufacture the company uses Tools and Dies. Unless otherwise agreed in writing ownership of these Tools and Dies remains with the Seller notwithstanding that the Buyer has been asked to make a contribution towards the cost of the Tool or Die Printed Material
8 PRINTED MATERIAL
8.1 The Seller shall not be required to print any material which in the Seller’s opinion is or may be of an illegal or libellous nature or infringe any rights of third parties.
9. THE PRICE
9.1 Subject always to Conditions 5.6 the price for the Goods shall be as specified in the Quotation
9.2 Unless otherwise stated, the Price shall be exclusive of any taxes (including, without limitation, value added tax) duties, tariffs and/or charges applicable in any country or territory (whether directly or indirectly) in relation to the sale of the Goods
9.3 The Seller shall have the right at any time to increase the Total Contract Price in the event of the occurrence of any of the following by any amount attributable to:
(a) any variation in the cost of raw materials, labour and/or production costs;
(b) any tooling, plates or materials the Seller has to purchase in order to manufacture the Goods;
(c) any breach or delay by the Buyer in performing any of its obligations under the Contract pursuant to Condition 4, including any costs incurred to rectify materials supplied by the Buyer which are unsuitable to manufacture the Goods or perform the Design Services
10.1 Unless otherwise agreed and subject always to Conditions [10.2, 10.4, 10.6 and 10.7], payment of the Total Contract Price shall be due in cleared funds in pounds sterling (£GBP) within 30 Working Days from the date of the Seller’s invoice.
10.2 If the Seller delivers the Goods by instalments, the Seller may, at its discretion, either apportion the Price and invoice each instalment separately or issue one invoice in respect of the Price for all instalments. If the Seller elects to apportion the Price, each instalment of Goods shall be invoiced and payment in respect of each such instalment shall be due within [30 working days] from the date of invoice. If the Seller elects to issue one invoice in respect the Price, payment shall be due within 30 days from the date of invoice.
10.3 Time for payment of the Total Contract Price (including payment in respect of any instalments) shall be of the essence of the Contract.
10.4 The Total Contract Price shall become immediately due and payable by the Buyer in full on:
(a) termination of the Contract by the Seller under Condition 17.2; and
(b) the occurrence of any of the events set out in Condition 7.5(b)(i) to (viii).
10.5 Without prejudice its rights under Condition 17.2, if the Total Contract Price (or any part thereof) is not paid by the Buyer by
the due date(s) for payment under these Conditions, the Seller shall have the right to do either or both of the following:
(a) charge interest on the outstanding amount(s) at the annual rate of 2% above the base lending rate from time to time of Barclays Bank plc from the date on which payment fell due until payment is made in full (whether before or after any judgment has been obtained by the Seller), such interest to accrue on a daily basis and be compounded quarterly or (if applicable) claim interest and compensation in accordance with the Late Payment of Commercial Debts (Interest) Act 1998, whichever the Seller, in its absolute discretion, chooses; and/or
(b)suspend any work on the Contract and/or outstanding deliveries of the Goods and/or performance of the Design Services until payment of the amount owed is received by the Seller in full in cleared funds.
10.6 The Buyer shall make all payments due under the Contract in full without any deduction whether by way of set off, counterclaim, discount, abatement or otherwise (unless the Buyer has a valid court order requiring an amount equal to such deduction to be paid by the Seller to the Buyer).
10.7 The Buyer shall indemnify and keep indemnified the Seller fully on demand from and against any and all actions, claims, costs, losses (including consequential loss, economic loss and loss of profit, revenue and goodwill), damages, demands, expenses (including legal costs and expenses on a solicitor own client basis) and charges arising, whether directly or indirectly, as a result of any failure by the Buyer to make payment of the Contract Price or any part thereof by the due date(s) for payment. The Seller’s right to be indemnified under this Condition 10.7 shall include any costs incurred by the Seller or its representatives in the collection of any monies due to the Seller.
11 LIMITATION OF LIABILITY
11.1 Subject always to Condition 11.2:
(a) the Seller’s total liability to the Buyer in connection with any and all claims arising out of or in connection with the performance or contemplated performance of the Contract shall not exceed the Total Contract Price;
(b) in no circumstances shall the Seller be liable to the Buyer for: (i) any loss of income, loss of profit, loss of business, loss of contract, depletion of goodwill or any other economic loss (in each case whether such loss is direct, indirect or consequential); or (ii) any indirect or consequential loss or damage of any kind whatsoever; and
(c) save as expressly provided in these Conditions, all warranties, conditions, and/or other terms implied by statute or common law in relation to the supply of Goods and Services are hereby excluded from the Contract.
11.2 Nothing in either these Conditions or the Contract shall be interpreted as excluding or restricting the liability of the Seller for any matter in respect of which it would be illegal or unlawful for the Seller to do so, including:
(a) liability for death or personal injury resulting from the Seller’s negligence;
(b) under section 2(3) of the Consumer Protection Act 1987;
(c) under section 12 of the Sale of Goods Act 1979; or
(d) for fraud or fraudulent misrepresentation.
11.3Any reference in this Condition 11 or otherwise in the Contract to the Seller’s liability to the Buyer shall be interpreted as meaning any liability of the Seller to the Buyer whatsoever, whether arising in contract, tort (including negligence and breach of statutory duty), misrepresentation, restitution or otherwise.
12. GOODS MANUFACTURED USING BUYER DESIGNS/MATERIALS
12.1 If the Goods are manufactured to the Buyer’s designs (“Buyer Designs”) and/or incorporate any products, materials or other items supplied by the Buyer (“Buyer Materials”), the Buyer acknowledges and agrees that the Seller shall have no liability whatsoever to the Buyer for any: (a)defects in the Goods; and/or (b)loss or damage suffered by the Buyer or any other person arising (whether directly or indirectly) as a result of the Seller’s reliance on such Buyer Designs and/or use of such Buyer Materials.
12.2 The Buyer further agrees:
(a) to take such action at the Buyer’s own cost as may be required by the Seller to assist the Seller to defend any action, proceeding, threat, claim or allegation brought against the Seller as a result of the Seller’s reliance on any Buyer Designs and/or use of any Buyer Materials; and
(b)to indemnify and keep indemnified the Seller, its employees, officers and representatives fully on demand from and against any and all actions, claims, costs, losses (including consequential loss, economic loss and loss of profit, revenue and goodwill), damages, demands, expenses (including legal costs and expenses on a solicitor own client basis) and charges arising, suffered or incurred (whether directly or indirectly) as a result of the Seller’s reliance on any Buyer Designs and/or use of any Buyer Materials including, any threat, claim or allegation that the Buyer Designs and/or Buyer Materials or the Use thereof infringe the intellectual property rights of any person.
13. INTELLECTUAL PROPERTY RIGHTS
13.1 Without prejudice to any rights the Buyer may have in any Buyer Designs or Buyer Materials (as defined in Condition 12), nothing in the Contract shall have the effect of granting or transferring to or vesting in the Buyer any intellectual property rights in the Goods.
13.2 Subject always to Condition 12.2, if the Buyer becomes aware of any threat, claim or allegation that the Goods (or any of them) infringe the intellectual property rights of any person, the Buyer shall promptly inform the Seller of the same and shall, at the Seller’s request, take such action at the Seller’s cost to assist the Seller to defend the such threat, claim or allegation as the Seller may reasonably require.
14 GENERAL INDEMNITY
Without prejudice to the provisions of Conditions 12.2(b), the Buyer agrees to indemnify and keep indemnified the Seller, its employees, officers and representatives fully on demand from and against any and all actions, claims, costs, losses (including consequential loss, economic loss and loss of profit, revenue and goodwill), damages, demands, expenses (including legal costs and expenses on a solicitor own client basis) and charges arising, whether directly or indirectly, as a result of any act or omission on the part of the Buyer, its employees, officers and/or representatives in connection with either the Contract or the storage, use or re-sale of the Goods, including, without limitation, any third party claims resulting from either or both of the following:
(a) any failure by the Buyer to comply with the Seller’s instructions or any health and safety rules or regulations relating to the use, storage or other treatment of the Goods; and
(b) any adaptations, changes or other alterations made by the Buyer to the Goods and/or their packaging.
15. CONFIDENTIAL INFORMATION
The Buyer shall treat all business information, designs, drawings, procedures, instructions, documents and other information of a confidential nature of any kind supplied or communicated by the Seller to the Buyer from time to time as strictly confidential and, except to the extent that such information is already available in the public domain, shall not without the prior written consent of the Seller, disclose or part with possession of any such information or copies thereof or use the same other than in connection with the Contract or the Goods and/or Design Services to which it relates.
16. CANCELLATION AND TERMINATION
16.1 Subject always to Condition 16.2, no cancellation of the Contract by the Buyer shall be binding on the Seller unless agreed in writing by the Seller. Any agreed cancellation shall be subject to the condition that any and all costs, charges and expenses incurred by the Seller in connection with the Contract up to the date of cancellation shall be reimbursed by the Buyer to the Seller forthwith on demand.
16.2 The Seller shall have the right to terminate the Contract without liability to the Buyer immediately on giving the Buyer notice if:
(a) the Buyer commits any [material] breach of either the Contract (including any contract relating to an instalment of Goods) or any other contract between the Buyer and the Seller and fails to remedy such breach (if capable of remedy) within [thirty] days of receiving notice from the Seller specifying the breach and the remedy required]; or
(b) any of the events set out in Condition 7.5(b)(i) to (viii) occur.
16.3 For the avoidance of doubt, the Buyer acknowledges that the provisions of Conditions 7,10,12.2,13.2, 14, 15, 16, 18.2and this Condition 16.3 shall survive the termination or cancellation of the Contract, howsoever arising.
17.1 The Seller may assign, transfer, charge, sub contract or otherwise deal in any other manner with the Contract or any of its rights under it.
17.2 The Buyer shall not assign, transfer, charge or otherwise deal in any other manner with the Contract or any of its rights under it without the prior written consent of the Seller.
18 FORCE MAJEURE
18.1 The Seller reserves the right, without liability to the Buyer, to suspend, delay or cancel the performance of the Contract or any part thereof or reduce the volume of Goods to be supplied to the Buyer if the Seller is at any time prevented from or delayed in carrying out its obligations under the Contract due to any circumstances beyond its reasonable control (a “Force Majeure Event”) including, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to the Seller’s workforce), restraints or delays affecting carriers or any inability or delay in obtaining supplies of adequate or suitable materials.
18.2 If, pursuant to Condition 18.1, the Seller elects to suspend or delay performance of the Contract and the event in question continues for a continuous period of more than 90 days, the Buyer shall be entitled to cancel the Contract by giving notice in writing to the Seller [in which case the Seller shall be entitled to charge the Buyer for all the Seller’s reasonable charges and/or expenses incurred by the Seller up to the date of such cancellation].
19.1 Each right or remedy of the Seller under the Contract is without prejudice to any other right or remedy of the Seller whether under the Contract, at law or in equity
19.2 Any failure or delay by the Seller in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract
19.3 No waiver by the Seller of any of its rights under the Contract shall be effective unless it is in writing and signed by a duly authorised person on behalf of the Seller. A waiver shall apply only to the specific circumstances in which it is given and shall be without prejudice to the enforcement of the Seller’s rights in relation to different circumstances or the re-occurrence of similar circumstances
19.4 The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
19.5 The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by the laws of England and Wales and the parties hereby submit to the exclusive jurisdiction of the courts of England and Wales.
20.1 All notices between the parties concerning the Contract shall be in writing and delivered by hand or sent by pre-paid first class post or fax to:
(a)in the case of communications to the Seller its registered office; or
(b)in the case of communications to the Buyer its registered office or in either case, such alternative address as the Buyer or Seller may
notify to the other party in writing from time to time.
20.2 Communications shall be deemed to have been received:
(a) if sent by pre-paid first class post, two days after posting if sent on a Working Day and otherwise on the next Working Day (exclusive of the day of posting); or
(b) if delivered by hand, on the day of delivery if delivered on a Working Day before 4.00p.m. and otherwise on the next Working Day; or
(c) if sent by fax, on completion of transmission by the sender if sent prior to 4.00p.m. on any Working Day and otherwise on the next Working Day.
21.3 Communications addressed to the Seller shall be marked for the attention of the Finance Director
22.1 If you are a partnership then “buyer” means any of the partners; and
22.2 in all cases “data” means any information which we or our financier may hold about you (whether or not provided by you) including (without limitation) information about your credit worthiness and transactions which we have entered into or may enter into with you.
22.3 We shall pass data to our financier and they will hold it for the purposes of assessing your suitability for credit and in order to know the state of your account.
22.4 Our financier my also obtain data from and pass data to credit reference agencies and other parties who may grant you credit.
22.5 Our financier may pass data to their bankers, solicitors, accountants and insurers for the purposes of the services provided by them to our financier. Our financier may also use the data for training and marketing purposes and for such purposes may monitor and/or record telephone calls between you and our financier.
22.6 If you wish to know the identity of our financier to whom data has been passed please contact our data controller who will be able to disclose this information to you. If you wish to receive a copy of the information we hold about you please apply in writing. A charge may be made for the provision of these details.