Skip Ribbon Commands
Skip to main content

 

1. INTERPRETATION

 

1.1 Definitions. In these Conditions, the following definitions apply:

 

"Business Day"

means a day (other than a Saturday, Sunday or a public holiday) when banks in London are open for business;

"Commencement Date"

has the meaning set out in clause 2.2;

"Conditions"

means these terms and conditions as amended from time to time in accordance with clause 16.7;

"Contract"

means the contract between the Purchaser and the Supplier for the supply of Goods and/or Services in accordance with these Conditions;

"Deliverables"

means all documents, products and materials developed by the Supplier or its agents, contractors and employees as part of or in relation to the Services in any form or media, including without limitation drawings, maps, plans, diagrams, designs, pictures, computer programs, data, specifications and reports (including drafts);

"Goods Specification"

means any specification for the Goods, including any related plans and drawings, that is agreed in writing by the Purchaser and the Supplier;

"Goods"

means the goods (or any part of them) set out in the Purchase Order;

"Intellectual Property Rights"

means all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world;

" Purchase Order"

 

 

means the Purchaser's order for the supply of Goods and/or Services, as set out in the Purchaser's purchase order form;

 

 

"Purchaser Materials"

 

 

 has the meaning set out in clause 5.3.9;

 

 

"Purchaser"

means Gazprom Marketing & Trading Limited registered in England and Wales with company number 03768267;

"Service Specification"

means the description or specification for Services agreed in writing by the Purchaser and the Supplier; and

"Services"

means the services, including without limitation any Deliverables, to be provided by the Supplier under the Contract as set out in the Service Specification;

"Supplier"

means the person or firm from whom the Purchaser purchases the Goods and/or Services.

 

1.2 In these Conditions, the following rules apply:

1.2.1 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);

1.2.2 a references to a party includes its successors or permitted assigns;

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

1.2.4 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

1.2.5 a reference to writing or written includes faxes and e-mails.

2. BASIS OF CONTRACT

2.1 The Purchase Order constitutes an offer by the Purchaser to purchase Goods and/or Services from the Supplier in accordance with these Conditions.

2.2 The Purchase Order shall be deemed to be accepted on the earlier of:

2.2.1 the Supplier issuing written acceptance of the Purchase Order; or

2.2.2 any act by the Supplier consistent with fulfilling the Purchase Order,

2.2.3 at which point and on which date the Contract shall come into existence ("Commencement Date").

2.2.4 These Conditions apply to the Contract to the exclusion of any other terms and conditions that the Supplier seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing, unless both parties have given their written agreement to accept any other terms and conditions in which case those terms and conditions shall apply in substitution to these Conditions.

2.2.5 All of these Conditions shall apply to the supply of both Goods and Services except where the application to one or the other is specified.

3. SUPPLY OF GOODS

3.1 The Supplier shall ensure that the Goods shall:

3.1.1 correspond strictly with their description and any applicable Goods Specification and with any sample;

3.1.2 be in every respect fit for the purpose for which the Purchaser has expressly or by implication made known that it requires the same and shall be of satisfactory quality (within the meaning of the Sale of Goods Act 1979) which is also of a standard not less than that of previous supplies (if any) approved by the Purchaser and that the Goods will be free from defects in design, material and workmanship;

3.1.3 comply with all applicable  legislation, regulations or other legal requirements relating to the manufacture, labelling, packaging storage, handling and delivery of the Goods and relevant to the country of origin in which the Purchase Order is raised.

3.2 The Supplier shall ensure that at all times it has and maintains all the licences, permissions, authorisations, consents and permits that it needs to carry out its obligations under the Contract in respect of the Goods.

3.3 The Supplier shall not deliver any hazardous goods or toxic substance to the Purchaser’s premises without the Purchaser’s prior written approval.  The Supplier shall observe all international agreements relating to the pricing, labelling or carriage of hazardous goods and such goods must be marked by the Supplier with the appropriate international danger symbol(s) and a description of the material displayed in English.  Transport and other documents must include a declaration of the hazard and a description of the material in English. The Goods must be accompanied by appropriate emergency information in English in the form of written instruction, labels or markings.

3.4 The Supplier shall promptly notify the Purchaser of any information or instructions it holds, or are reasonably available to the Supplier regarding any potential hazards known or believed to exist in the transport, handling, storage or use of the Goods.

3.5 The Supplier shall afford the Purchaser and its servants or agents every facility for inspection of the Goods and of any raw or finished materials or work before, during and after manufacture.

3.6 Notwithstanding any inspection or any failure to inspect, the Supplier shall remain fully responsible for the Goods and any such inspection shall not reduce or otherwise affect the Supplier's obligations under the Contract. The Purchaser shall remain entitled to reject any such goods, materials or work which does not comply with the standard required or the terms expressed or implied in this Purchase Order as to quality, condition or description. Rejected goods and materials will be returned at the Supplier’s expense and risk.

3.7 The Purchaser shall not be deemed to have accepted the Goods until it has had a reasonable opportunity to inspect the Goods following delivery or, if later, within a reasonable time after any latent defect in the Goods has become apparent.

4. DELIVERY OF GOODS

4.1 The Supplier shall ensure that:

4.1.1 the Goods are properly packed and secured in such manner as to enable them to reach their destination in good condition;

4.1.2 each delivery of the Goods is accompanied by a delivery note which shows the date of the Purchase Order, the Purchase Order number (if any), the type and quantity of the Goods (including the code number of the Goods (where applicable)), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and

4.1.3 if the Supplier requires the Purchaser to return any packaging material for the Goods to the Supplier, that fact is clearly stated on the delivery note. Any such packaging material shall only be returned to the Supplier at the cost of the Supplier.

4.2 The Supplier shall deliver the Goods:

4.2.1 on the date specified in the Purchase Order or, if no such date is specified, then within Severn days of the date of the Purchase Order;

4.2.2 to the Purchaser's premises at 20 Triton Street, London NW1 3BF or such other location as is set out in the Purchase Order or as instructed by the Purchaser before delivery ("Delivery Location");

4.2.3 during the Purchaser's normal hours of business, or as instructed by the Purchaser.

4.3 Delivery of the Goods shall be completed on the completion of unloading of the Goods at the Delivery Location.

4.4 Under normal conditions of transport, the Goods shall be delivered or despatched for delivery by the Supplier at its cost and risk to the address of the Purchaser as specified on the Purchase Order or as the Purchaser shall specify.  Delivery shall be made between the hours of 8.30 am and 5.00 pm Monday to Friday (inclusive) bank and public holidays excepted unless agreed otherwise.

4.5 The date of delivery of the Goods shall be as specified on the Purchase Order unless otherwise agreed between the Purchaser and the Supplier.  The Supplier shall immediately give notice to the Purchaser of any likely delay in delivery of which it becomes aware.

4.6 If the Supplier:

4.6.1 delivers less than the quantity of Goods ordered, the Purchaser may reject the Goods; or

4.6.2 delivers more than the quantity of Goods ordered, the Purchaser may at its sole discretion reject the Goods or the excess Goods,

and any rejected Goods shall be returnable at the Supplier's risk and expense. If the Supplier delivers more or less than the quantity of Goods ordered, and the Purchaser accepts the delivery, a pro rata adjustment shall be made to the invoice for the Goods.

4.7 If the Supplier is late with any delivery of Goods the Purchaser shall have the right to cancel the contract at any time before delivery of the Goods is effected.

4.8 If the Purchaser chooses not to exercise this right it shall be entitled to liquidated damages equal to 5% of the price of the relevant goods or services for each week that delivery is delayed up to a maximum of 25% which the Purchaser may recover or set off against any sums owed to the Supplier.

4.9 No charge shall be payable by the Purchaser for packing or crating materials or services, cartons, containers, carriage or storage unless such charge is expressly incorporated in this Purchase Order.

4.10 The Purchaser’s Purchase Order number must be quoted by the Supplier on all invoices, advice notes, correspondence, packing lists and containers.

4.11 Following delivery of the Goods and unpacking by the Purchaser the Supplier shall, if so requested by the Purchaser, collect and remove the discarded packaging.

4.12 The Supplier shall not deliver the Goods in instalments without the Purchaser's prior written consent. Where it is agreed that the Goods are delivered by instalments, they may be invoiced and paid for separately. However, failure by the Supplier to deliver any one instalment on time or at all or any defect in an instalment shall entitle the Purchaser to the remedies set out in clause 6.1.

4.13 Title and risk in the Goods shall pass to the Purchaser on completion of delivery.

5. SUPPLY OF SERVICES

5.1 The Supplier shall from the date set out in the Purchase Order and for the duration of this Contract provide the Services to the Purchaser in accordance with the terms of the Contract.

5.2 The Supplier shall meet any performance dates for the Services specified in the Purchase Order or notified to the Supplier by the Purchaser.

5.3 In providing the Services, the Supplier shall:

5.3.1 co-operate with the Purchaser in all matters relating to the Services, and comply with all instructions of the Purchaser;

5.3.2 perform the Services with the best care, skill and diligence in accordance with best practice in the Supplier's industry, profession or trade;

5.3.3 use personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that the Supplier's obligations are fulfilled in accordance with this Contract;

5.3.4 ensure that the Services and Deliverables will conform with all descriptions and specifications set out in the Service Specification, and that the Deliverables shall be fit for any purpose expressly or impliedly made known to the Supplier by the Purchaser;

5.3.5 provide all equipment, tools and vehicles and such other items as are required to provide the Services;

5.3.6 use the best quality goods, materials, standards and techniques, and ensure that the Deliverables, and all goods and materials supplied and used in the Services or transferred to the Purchaser, will be free from defects in workmanship, installation and design;

5.3.7 obtain and at all times maintain all necessary licences and consents, and comply with all applicable laws and regulations;

5.3.8 observe all health and safety rules and regulations and any other security requirements that apply at any of the Purchaser's premises;

5.3.9 hold all materials, equipment and tools, drawings, specifications and data supplied by the Purchaser to the Supplier (the "Purchaser Materials") in safe custody at its own risk, maintain the Purchaser Materials in good condition until returned to the Purchaser, and not dispose or use the Purchaser Materials other than in accordance with the Purchaser's written instructions or authorisation;

5.3.10 not do or omit to do anything which may cause the Purchaser to lose any licence, authority, consent or permission upon which it relies for the purposes of conducting its business, and the Supplier acknowledges that the Purchaser may rely or act on the Services;

6. PURCHASER REMEDIES

6.1 If the Supplier fails to deliver the Goods and/or perform the Services by the applicable date or if the Supplier has delivered Goods that do not comply with the undertakings set out in clause 3.1, the Purchaser shall, without limiting its other rights or remedies, have one or more of the following rights, whether or not it has accepted the Goods:

6.1.1 to terminate the Contract with immediate effect by giving written notice to the Supplier;

6.1.2 to reject the Goods (in whole or in part) whether or not title has passed and to return them to the Supplier at the Supplier's own risk and expense;

6.1.3 to require the Supplier to repair or replace the rejected Goods, or to provide a full refund of the price of the rejected Goods (if paid);

6.1.4 to refuse to accept any subsequent performance of the Services and/or delivery of the Goods which the Supplier attempts to make;

6.1.5 to recover from the Supplier any costs incurred by the Purchaser in obtaining substitute goods and/or services from a third party;

6.1.6 where the Purchaser has paid in advance for Services that have not been provided by the Supplier and/or Goods which have not been delivered by the Supplier, to have such sums refunded by the Supplier; and

6.1.7 to claim damages for any additional costs, loss or expenses incurred by the Purchaser which are in any way attributable to the Supplier's failure to supply Goods in accordance with clause 3.1 or to meet such dates.

6.2 If the Goods are not delivered by the applicable date, the Purchaser may, at its option, claim or deduct 5 per cent of the price of the Goods for each week's delay in delivery by way of liquidated damages, up to a maximum of 25 per cent of the total price of the Goods. If the Purchaser exercises its rights under this clause 6.2 it shall not be entitled to any of the remedies set out in clause 6.1 in respect of the Goods' late delivery.

6.3 These Conditions shall extend to any substituted or remedial services and/or repaired or replacement goods supplied by the Supplier.

6.4 The Purchaser's rights under this Contract are in addition to its rights and remedies implied by statute and common law.

7. PURCHASER'S OBLIGATIONS

7.1 The Purchaser shall:

7.1.1 provide the Supplier with reasonable access at reasonable times to the Purchaser's premises for the purpose of providing the Services; and

7.1.2 provide such information as the Supplier may reasonably request for the provision of the Services and the Purchaser considers reasonably necessary for the purpose of providing the Services.

8. PRICE

8.1 The price of the Goods:

8.1.1 shall be as stated in the Purchase Order, or if no price is quoted, the price set out in the Supplier's published price list in force at the Commencement Date; and,

8.1.2 unless otherwise so stated, shall be:

           8.1.2.1 exclusive of any applicable value added tax; and

           8.1.2.2 inclusive of all charges for packaging, packing, shipping, carriage, insurance and delivery and any duties, imposts or levies other than value added tax.

8.2 No increase in the price may be made (whether on account of increased material, labour or transport costs, fluctuation in rate of exchange or otherwise) without the prior consent of the Purchaser in writing.

8.3 The charges for the Services shall be set out in the Purchase Order, and shall be the full and exclusive remuneration of the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by the Purchaser, the charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services.

8.4 In respect of Goods, the Supplier shall invoice the Purchaser on or at any time after completion of delivery. In respect of Services, the Supplier shall invoice the Purchaser on completion of the Services. Each invoice shall include such supporting information required by the Purchaser to verify the accuracy of the invoice, including but not limited to the relevant purchase order number.

8.5 In consideration of the supply of Goods and/or Services by the Supplier, the Purchaser shall pay the invoiced amounts within 30 days of the date of a correctly rendered invoice to a bank account nominated in writing by the Supplier.

8.6 The Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services, and the Supplier shall allow the Purchaser to inspect such records at all reasonable times on request.

8.7 The Purchaser may, without limiting its other rights or remedies, set off any amount owing to it by the Supplier against any amount payable by the Purchaser to the Supplier under the Contract.

8.8 Unless otherwise agreed, a separate invoice must be rendered for each individual consignment of goods or performance of services and all invoices must quote the Purchaser’s Purchase Order number.

8.9 The Purchaser shall be entitled to make such deductions from the price as it reasonably thinks fit and to set off against the price any sums owed to the Purchaser by the Supplier.

9. CONFIDENTIALITY

9.1 The Supplier shall not without the prior written consent of the Purchaser in any way whatsoever advertise or publish the fact that the Supplier has contracted to supply to the Purchaser the Goods or Services.

9.2 No designs, drawings, schedules, instructions, specifications, documentation or other confidential information supplied by the Purchaser to the Supplier to enable it to execute this Purchase Order shall be used or disclosed by the Supplier for any purpose without the agreement in writing of the Purchaser, and such materials  shall be returned to the Purchaser on demand. 

9.3 Any information concerning the business secrets or other information relating to the business activities of the Purchaser that is not already in the public domain shall be treated as confidential and accordingly shall not be disclosed to any third party. 

10. FORCE MAJEURE

10.1 Neither party shall be liable to the other as a result of any delay or failure to perform its obligations under the Contract if and to the extent such delay or failure is caused by an event or circumstance which is beyond the reasonable control of that party which by its nature could not have been foreseen by such a party or if it could have been foreseen was unavoidable. If such event or circumstances prevent the Supplier from supplying the Goods and/or Services for more than 2 weeks, the Purchaser shall have the right, without limiting its other rights or remedies, to terminate this Contract with immediate effect by giving written notice to the Supplier.

11. INTELLECTUAL PROPERTY

11.1 The Supplier warrants that the sale of or licence and warranty of Goods and any goods that are transferred to the Purchaser as part of the Services under this Contract, including without limitation the Deliverables or any part of them, will not infringe any Intellectual Property Rights or other rights generally, and undertakes to indemnify the Purchaser against all damages, costs and expenses and all judgments, decrees or orders arising out of any such infringements or alleged infringements, including all costs and expenses of an incidental nature to the defence of legal proceedings in connection therewith.

11.2 Unless otherwise agreed in writing, all Intellectual Property Rights in the Goods or Deliverables (including all future rights arising out of such goods or services and any preparatory material) (the “Works”) and physical possession of any media upon which such Works are contained pursuant to or resulting from this Purchase Order shall be the property of and are hereby assigned to the Purchaser on delivery.  Acceptance of these terms will be deemed an absolute assignment of all such rights in the Works by the Supplier to the Purchaser with full title guarantee and free from all charges, liens and other encumbrances.  The Supplier hereby agrees at the Purchaser’s cost to execute or complete any formal consents or agreements reasonably required by the Purchaser to formalise or enforce the rights granted herein.

11.3 Unless otherwise agreed in writing, the Supplier hereby grants to the Purchaser and its associated companies an irrevocable royalty-free licence to use, copy or modify the Works (the Intellectual Property Rights in which have not, for whatever reason, been assigned to the Purchaser) with a right to sublicense those Works to third parties for the purposes intended by the Purchaser and notified to the Supplier from time to time.

11.4 The Supplier shall obtain waivers of all moral rights (as defined in the Copyright Designs and Patents Act 1988 (as amended)) or equivalent legislation in other jurisdictions) in the Works, including for the avoidance of doubt the Deliverables, of the Services supplied hereunder in so far as they relate to the Purchaser, and agrees that it has obtained all waivers of moral rights and consents from any employee, agent, subcontractor or other third party necessary to comply with its obligations hereunder.

11.5 All Purchaser Materials are the exclusive property of the Purchaser.

11.6 This clause 11 shall survive termination of the Contract.

12. INDEMNITY

12.1 The Supplier shall keep the Purchaser indemnified in full against all costs, expenses, damages and losses (whether direct or indirect), including any interest, fines, legal and other professional fees and expenses awarded against or incurred or paid by the Purchaser as a result of or in connection with:

12.1.1 any claim made against the Purchaser by a third party for death, personal injury or damage to property arising out of, or in connection with, defects in Goods, to the extent that the defect in the Goods is attributable to the acts or omissions of the Supplier, its employees, agents or subcontractors;

12.1.2 any claim made against the Purchaser by a third party arising out of, or in connection with, the supply of the Goods or Services, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of the Contract by the Supplier, its employees, agents or subcontractors; and

12.1.3 any claim made against the Purchaser for actual or alleged infringement of a third party's Intellectual Property Rights arising out of, or in connection with, the manufacture, supply or use of the Goods, or receipt, use or supply of the Services.

12.2 For the duration of the Contract and for a period of 2 years thereafter, the Supplier shall maintain in force, with a reputable insurance company, professional indemnity insurance, product liability insurance and public liability insurance to cover the liabilities that may arise under or in connection with the Contract and shall, on the Purchaser's request, produce both the insurance certificate giving details of cover and the receipt for the current year's premium in respect of each insurance.

12.3 This clause 12 shall survive termination of the Contract.

13. TERMINATION

13.1 Without limiting its other rights or remedies, the Purchaser may terminate the Contract with immediate effect by giving written notice to the Supplier if:

13.1.1 the Supplier commits a material or persistent breach of the Contract and (if such a breach is remediable) fails to remedy that breach within 10 days of receipt of notice in writing of the breach;

13.1.2 the Supplier suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;

13.1.3 the Supplier commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors [other than (where a company) for the sole purpose of a scheme for a solvent amalgamation of the Supplier with one or more other companies or the solvent reconstruction of the Supplier];

13.1.4 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Supplier (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of the Supplier with one or more other companies or the solvent reconstruction of the Supplier;

13.1.5  the Supplier (being an individual) is the subject of a bankruptcy petition order;

13.1.6 a creditor or encumbrancer of the Supplier attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;

13.1.7 an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Supplier (being a company);

13.1.8 a floating charge holder over the assets of the Supplier (being a company) has become entitled to appoint or has appointed an administrative receiver;

13.1.9 a person becomes entitled to appoint a receiver over the assets of the Supplier or a receiver is appointed over the assets of the Supplier;

13.1.10 any event occurs, or proceeding is taken, with respect to the Supplier in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 13.1.2 to clause 13.1.9 (inclusive);

13.1.11 the Supplier suspends or threatens to suspend, or ceases or threatens to cease to carry on, all or a substantial part of its business; or

13.2 Without limiting its other rights or remedies, the Purchaser may terminate the Contract:

13.2.1 in respect of the supply of Services, by giving the Supplier one month's written notice; and

13.2.2 in respect of the supply of Goods, with immediate effect by giving written notice to the Supplier, in which case the Purchaser shall pay the Supplier fair and reasonable compensation for any work in progress on any other Goods at the date of termination but such compensation shall not include loss of anticipated profits or any consequential loss.

13.3 In any of the circumstances in these Conditions in which the Purchaser may terminate the Contract, where both Goods and Services are supplied, the Purchaser may instead terminate part of the Contract in respect of the Goods, or in respect of the Services, and the Contract shall continue in respect of the remaining supply.

14. CONSEQUENCES OF TERMINATION

14.1 On termination of the Contract or any part of it for any reason:

14.1.1 where the Services are terminated, the Supplier shall immediately deliver to the Purchaser all Deliverables, whether or not then complete, and return all Purchaser Materials. If the Supplier fails to do so, then the Purchaser may without limiting its other rights or remedies enter the Supplier's premises and take possession of them. Until they have been returned or delivered, the Supplier shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract;

14.1.2 the accrued rights and remedies of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination; and

14.1.3 clauses which expressly or by implication have effect after termination shall continue in full force and effect.

15. WORK ON PURCHASER’S PREMISES

15.1 Where any Purchase Order involves work being carried out on the Purchaser’s premises the Supplier and its employee’s agents and contractors shall observe all statutory rules and regulations and all of the Purchaser’s rules and regulations. All personnel working on the Purchaser’s premises shall report to the Purchaser’s site manager before commencing work.

16. MISCELLANEOUS

16.1 Assignment and Subcontracting

16.1.1 The Purchase Order is personal to the Supplier and the Supplier shall not assign or transfer or purport to assign or transfer to any other person any of its rights or sub-contract any of its obligations under the contract without the prior written consent of the Purchaser.

16.1.2 The Purchaser may at any time assign, transfer, charge, subcontract, or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent

16.2 Notices:

16.2.1 Any notice required or permitted to be given by either party to the other under or in connection with this Contract shall be in writing and shall be delivered to the other party personally or sent by prepaid first class post, recorded delivery or by commercial courier, to that other party at its registered office (if a company) or (in any other case) its principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice, or sent by fax to the other party's main fax number.

16.2.2 Any notice or communication shall be deemed to have been duly received if delivered personally, when left at the address referred to above or, if sent by prepaid first-class post or recorded delivery, at 9.00 am on the second Business Day after posting, or if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed, or if sent by fax, on the next Business Day after transmission.

16.2.3 This clause 16.2 shall not apply to the service of any proceedings or other documents in any legal action. For the purposes of this clause, "writing" shall not include e-mails and for the avoidance of doubt notice given under this Contract shall not be validly served if sent by e-mail.

16.3 Waiver and cumulative remedies:

16.3.1 A waiver of any right under the Contract is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

16.3.2 Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.

16.4 Severance

16.4.1 If a court or any other competent authority finds that any provision (or part of any provision) of the Contract is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.

16.4.2 If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

16.5 No partnership: Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.

16.6 Third parties: A person who is not a party to the Contract shall not have any rights under or in connection with it.

16.7 Variation: Any variation, including any additional terms and conditions, to the Contract shall only be binding when agreed in writing and signed by the Purchaser.

16.8 Governing law and jurisdiction: The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.