1. Definitions and Interpretation
1.1 Business Day: shall mean a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
1.2 Conditions: shall mean these terms and conditions as amended from time to time in accordance with Condition 14.10 below.
1.3 Contract: shall mean the contract between the Supplier and the Customer for the supply of Goods in accordance with these Conditions.
1.4 Customer: shall mean the person (which includes any individual, partnership, unincorporated business or incorporated business) who purchases the Goods from the Supplier.
1.5 Delivery Location: shall have the meaning set out in Condition 5.2 below.
1.6 Force Majeure Event: shall have the meaning given to it in Condition 13.1 below.
1.7 Goods: shall mean the bespoke made-to-measure goods (including any instalment of the goods or any part of them) set out in the Order.
1.8 Goods Specification: shall mean any specification for the Goods, including any related drawings and plans, which are agreed in writing by the Customer and the Supplier.
1.9 Manufacturer: shall mean the original producer of the Goods who supplies the Supplier with the Goods for onward distribution.
1.10 Order: shall mean the Customer's order for the supply of Goods, as set out in the Customer's purchase order form, the Customer's written acceptance of the Supplier's quotation or overleaf (as the case may be).
1.11 Supplier: shall mean the distributor of the Goods, i.e., Customwest Trading Limited registered in England and Wales with company registration number 4847751 and whose registered office is Unit 2, Churchill Park, Private Road No 2, Colwick Industrial Estate, Colwick, Nottingham, NG4 2JR.
1.12 Supplier Materials: shall have the meaning set out in Condition 4.1.4.
1.13 In these Conditions, the following rules apply:
1.13.1 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.13.2 A reference to a party includes its successors or permitted assigns.
1.13.3 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.
1.13.4 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.
2. Basis of Contract
2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.2 The Order constitutes an offer by the Customer to purchase Goods in accordance with these Conditions. As the Goods are bespoke and made-to-measure to the Customer's requirements, the Customer has (subject to Conditions 11.2 and 11.3 below) 24 hours to cancel any Order once placed and accepted by the Supplier.
2.3 All Orders shall be in writing and placed through our website. The Order shall only be deemed to be accepted by the Supplier once a release status is displayed on the online ordering application, at which time the Contract shall come into existence.
2.4 The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.
2.5 Any samples, drawings, descriptive matter or advertising produced by the Supplier and any descriptions or illustrations of the Goods contained in the Supplier's catalogues or brochures are produced for the sole purpose of giving an approximate idea of Goods referred to in them. They shall not form part of the Contract or have any contractual force.
2.6 Any quotation for the Goods given by the Supplier shall be regarded as an invitation to treat and shall not constitute an offer, and is only valid for a period of 90 Business Days from its date of issue. Each Order or acceptance of such a quotation for Goods by the Customer from the Supplier shall be deemed to be an offer by the Customer to buy the Goods subject to these Conditions.
2.7 Unless expressly set out in these Conditions or made by the Supplier in writing, the Supplier's employees or agents are not authorised to make any representations in respect of the Goods. In placing an Order the Customer acknowledges that it does not rely on and waives any claim for breach of any representations in respect of the Goods other than those expressly set out in these Conditions or otherwise made in writing by the Supplier.
2.8 Any advice or recommendation given by the Supplier or any of its employees and/or agents to the Customer or any of its employees and/or agents as to the storage or application or use of the Goods, which is not confirmed in writing by the Supplier is followed or acted upon entirely at the Customer's own risk, and accordingly the Supplier shall not be liable for any such advice or recommendation which is not confirmed in writing by the Supplier.
3. Goods
3.1 The Goods are described in the Goods Specification and/or the Order (as the case may be).
3.2 To the extent that the Goods are to be manufactured in accordance with a Goods Specification supplied by the Customer, the Customer shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by the Supplier in connection with any claim made against the Supplier for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with the Supplier's use of the Goods Specification. This Condition 3.2 shall survive termination of the Contract.
3.3 The Supplier reserves the right to amend the Goods Specification or specification of the Goods set out in the Order (as the case may be) if required by any applicable statutory or regulatory requirements.
4. Customer's Obligations
4.1 The Customer shall:
4.1.1 Ensure that the terms of the Order and (if submitted by the Customer) the Goods Specification are complete and accurate;
4.1.2 Provide the Supplier and all its representatives with all rights of access required to complete delivery of the Goods;
4.1.3 Co-operate with the Supplier in all matters relating to the Goods; and
4.1.4 Maintain all property of the Supplier ("Supplier Materials") at the Customer's premises in safe custody at its own risk, maintain the Supplier Materials in good condition, and not dispose of or use the Supplier Materials other than in accordance with the Supplier's written instructions.
5. Delivery of Goods
5.1 The Supplier shall ensure that each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, all relevant Customer and Supplier reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered.
5.2 The Supplier shall deliver the Goods to the location set out in the Order or such other location as the parties may agree ("Delivery Location") at any time after the Supplier notifies the Customer that the Goods are ready.
5.3 Nothing precludes the Supplier from arranging the delivery of the Goods to the Customer in advance of any delivery date(s) or time(s) quoted by the Supplier.
5.4 The Customer will ensure that the Supplier is given all access required to deliver the Goods at the Delivery Location.
5.5 Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with the required access to the Delivery Location, adequate delivery instructions and/or any other instructions that are relevant to the supply of the Goods.
5.6 If the Supplier fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods.
5.7 Delivery of the Goods shall be deemed to have taken place when the Customer takes possession of the Goods at the Delivery Location.
5.8 The Customer shall have a period of seven (7) days from delivery to examine the Goods for damages, shortages or defects and to notify the Supplier in writing of any intention to reject them on any of these grounds. The Customer shall indemnify the Supplier against any loss suffered because of its inability to claim against the carriers as a result of the breach of this Condition 5.8 by the Customer. If this 7-day period expires without the Supplier receiving from the Customer any intimation of rejection of the Goods, the Customer will be deemed to have accepted the Goods according to section 35(1) of the Sale of Goods Act 1979 and will therefore be bound to pay for the price of the Goods (and all incidental costs or expenses of sale).
5.9 If the Customer does not take delivery of the Goods within 10 Business Days of notification by the Supplier that the Goods are ready, the Goods shall be deemed to be delivered on the 11th Business Day following such notification. Unless there has been a Force Majeure Event or the Supplier has failed to comply with its obligations under the Contract: (i) the Goods shall be deemed to be delivered at 9:00am on the 11th Business Day following the day on which the Supplier notified the Customer that the Goods were ready; and (ii) the Supplier shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
5.10 If 20 Business Days after the day on which the Supplier notified the Customer that the Goods were ready for delivery the Customer has not taken or accepted delivery of them, the Supplier may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods.
5.11 The Supplier may deliver the Goods by instalments, which shall be invoiced and paid for separately. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
5.12 Where the Customer requires the Goods to be exported, the Goods shall be supplied by the Supplier on a free on board (f.o.b.) basis (unless otherwise agreed in writing between the Supplier and the Customer) but the responsibility of the Supplier for the Goods shall cease immediately when the Goods are placed on board ship and the Supplier shall be under no liability to give the Customer the notice specified in section 32(3) of the Sale of Goods Act 1979.
5.13 The Goods shall be packed and marked in a proper manner and in accordance with any instructions in the Order, any statutory requirements and any requirements of the carrier. All packaging materials shall be considered non-returnable.
6. Title and Risk
6.1 The risk in the Goods shall pass to the Customer on completion of delivery.
6.2 Title to the Goods shall not pass to the Customer until the Supplier receives payment in full (in cash or cleared funds) of the price of the Goods (and any incidental costs and expenses of sale including the various costs listed in Conditions 7.1 and 7.2 below) and the price of any other goods that the Supplier has supplied to the Customer in respect of which payment has become due, in which case title to the Goods shall only pass at the time of payment of all such sums.
6.3 Until title to the Goods has passed to the Customer, the Customer shall:
6.3.1 Store the Goods separately from all other goods held by the Customer, so that they remain readily identifiable as the Supplier's property, provided that the Customer shall be entitled to use or resell the Goods;
6.3.2 Not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
6.3.3 Maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on the Supplier's behalf from the date of delivery;
6.3.4 Notify the Supplier immediately if it becomes subject to any of the events listed in Condition 6.6 below;
6.3.5 Give the Supplier such information relating to the Goods as the Supplier may require from time to time; and
6.3.6 Permit the Supplier at any time during normal working hours upon request to immediately enter any premises of the Customer to ensure that the Customer is complying with this Condition 6.3 and will immediately at its own expense implement any reasonable instructions of the Supplier necessary to secure compliance.
6.4 Until such time as the title to the Goods passes to the Customer, the Customer may in the ordinary course of the Customer's business use or sell the Goods at full market value and as principal and not as an agent for the Supplier but shall hold the benefit of any such contract for sale on trust for the Supplier to the extent of the Supplier's price for the Goods (including any incidental costs and expenses of sale) and shall accordingly account to the Supplier for such amount of the proceeds of sale on receipt.
6.5 The Customer will keep the Goods free from and, will indemnify the Supplier against, any charge, lien or other encumbrances thereon.
6.6 The power of the Customer to use or sell the Goods prior to title to the Goods passing to the Customer shall cease:
6.6.1 Immediately upon notice (whether written or oral) by the Supplier given at any time after the Customer shall have been in default for more than seven (7) days in payment of any sum whatsoever due by the Customer to the Supplier;
6.6.2 If the Customer is a company, automatically upon the happening of any of the following events:
a. the appointment of a receiver or manager (including administrative receiver);
b. the convening of a meeting for the purposes of the voluntary winding up (other than for reconstruction or amalgamation).
c. the presentation of a petition to wind up the Customer or for an administration order under the Insolvency Act 1986; or
d. the summoning of a meeting under section 3 of the Insolvency Act 1986 or otherwise for the purpose of proposing any arrangement or composition with the creditors;
6.6.3 If the Customer is an individual or a firm, automatically upon the happening of any of the following events:
a. if a bankruptcy petition is presented under the Insolvency Act 1986; or
b. if the Customer applies for an order under section 253 of the Insolvency Act 1986 or calls a meeting for the purpose of making any arrangement or composition with its creditors.
6.7 After the power of the Customer to use or sell the Goods has ceased under Condition 6.6 above, the Customer will deliver up the Goods to the Supplier and hereby irrevocably authorises the Supplier to enter any premises of the Customer or any third party where the Goods may be stored for the purpose of finding and/or taking delivery of the same and any costs incurred by the Supplier in taking any action under this Condition 6.7 shall be immediately recoverable from the Customer as a debt due from the Customer together with interest thereon from the date the debt falls due until judgement (if later).
7. Price
7.1 The price of the Goods shall be the price set out in the Order or, if no price is quoted, the price set out in the Supplier's published price list as at the date of delivery. The price of the Goods is exclusive of all costs and charges of packaging, insurance and transportation of the Goods, which shall be paid additionally by the Customer when it pays for the Goods.
7.2 All amounts payable by the Customer under the Contract are exclusive of any applicable value added tax chargeable from time to time, for which the Customer shall be additionally liable.
7.3 The Supplier reserves the right to increase the price of the Goods, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost to the Supplier of supplying the Goods that is due to:
7.3.1 Any factor beyond the Supplier's reasonable control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
7.3.2 Any request by the Customer to change the delivery date(s), quantities or types of Goods ordered or the Goods Specification; or
7.3.3 Any delay caused by any instructions of the Customer in respect of the Goods or failure of the Customer to give the Supplier adequate or accurate information or instructions in respect of the Goods.
8. Terms of Payment
8.1 Unless otherwise agreed in writing by the Supplier: (i) In respect of Goods, the Supplier shall invoice the Customer on or at any time after completion of delivery; and (ii) the Customer shall pay each invoice submitted by the Supplier within 30 days of the date of the invoice in full and cleared funds to a bank account nominated in writing by the Supplier, and time for payment shall be of the essence of the Contract.
8.2 If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 3% per annum above Bank of England's base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
8.3 The Customer must query any amount on an invoice within 30 days of receipt or the Customer will be deemed to have accepted that the amount invoiced is correct and payable in full.
8.4 The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding except as required by law.
8.5 If there is a dispute between the Parties as to the amount invoiced, the Customer shall pay the undisputed amount. The Supplier shall not suspend delivery of the Goods unless it is entitled to terminate the Contract under Condition 11.4 below for the Customer's failure to pay any undisputed sums.
8.6 In the event of the Customer failing to comply with the provisions for payment contained in Conditions 8.1 to 8.5 above, or in the event of any dispute or delay in payment or retention made by the Customer, this shall be regarded as a breach of condition and: (i) the Supplier shall be entitled to treat such failure as repudiation of the Contract and of all other contracts between the Supplier and the Customer and, without prejudice to all other rights of the Supplier to claim damages or any other relief, the Supplier may without notice suspend any further deliveries of Goods to the Customer under the Contract or any other contract between the Supplier and the Customer without liability to the Customer for any loss or damage however arising; and (ii) all amounts owing to the Supplier by the Customer under the Contract or any other contract between the Supplier and the Customer shall become immediately due and payable.
8.7 In the event of the Customer purporting to make payment by cheque and the cheque being presented being dishonoured at first presentation (or any subsequent presentation), the Supplier reserves the right to charge the Customer a fee of £15 (exclusive of VAT) for each dishonoured cheque and to refuse to accept cheques as any form of future payment by the Customer. A separate invoice for any such charge will be raised by the Supplier to the Customer payable with immediate effect.
9. Guarantee
9.1 Subject to receipt by the Supplier of payment in full (in cash or cleared funds) of the price of the Goods, the Supplier gives the Customer the Customwest 10 Year Shutter Guarantee in the form published by the Supplier on its website (trade portal) at the date of the Order (the "Guarantee"). The Guarantee, including its exclusions and claims procedure, is incorporated into the Contract.
9.2 The Guarantee is given in place of the terms excluded by Condition 10.3.
9.3 The Guarantee is given to the Customer only. It is personal to the Customer and may not be assigned, transferred or extended to any end user or other third party. The Customer is solely responsible for any guarantee, warranty or representation it gives to its own customers.
9.4 Nothing in this Condition 9 or in the Guarantee limits or excludes any liability referred to in Condition 10.1.
10. Limitation of Liability
10.1 Nothing in these Conditions shall limit or exclude the Supplier's liability for:
10.1.1 Death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
10.1.2 Fraud or fraudulent misrepresentation;
10.1.3 Breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);
10.1.4 Breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession);
10.1.5 Defective products under the Consumer Protection Act 1987; or
10.1.6 Any other matter in respect of which it is unlawful for the Supplier to exclude or restrict its liability.
10.2 Subject to Condition 10.1 above:
10.2.1 The Supplier shall under no circumstances whatever 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;
10.2.2 The Supplier shall not be responsible for any injury, loss, damage, cost or expense suffered by the Customer if and to the extent that it is caused by the negligence or wilful misconduct by the Customer or by breach of the Customer of its obligations under the Contract; and
10.2.3 The Supplier's total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the greater of: (i) the amount paid or payable for the Goods specified in the relevant Order; or (ii) the actual sums received by the Supplier under its relevant insurance policy or policies for the liability in question.
10.3 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and the terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
10.4 The Supplier shall not be responsible for the design of any Goods in any Order placed by the Customer and accepted by the Supplier, unless expressly agreed by the Supplier in writing.
10.5 This Condition 10 shall survive termination of the Contract.
11. Suspension, Termination and Cancellation
11.1 Without prejudice to any other rights that the Supplier may have for damages for breach of the Contract or otherwise against the Customer, the Supplier shall be entitled to suspend all further deliveries under the Contract or any other contract between the Customer and the Supplier if the Customer:
11.1.1 Becomes insolvent or bankrupt;
11.1.2 Having made any arrangement with its creditors, ceases to trade or stopped payment of its debts;
11.1.3 Suffers a receiver to have been appointed over any of its assets; or
11.1.4 Fails to satisfy any judgment debt within seven (7) days of the same becoming payable.
11.2 Without prejudice to any other right or remedy it might have, the Customer may terminate the Contract in whole or in part before delivery or after delivery (where only part of the Goods have been delivered) by written notice to the Supplier with immediate effect if the Supplier:
11.2.1 Is in material breach of any obligation of the Contract which is not capable of remedy;
11.2.2 Repeatedly breaches any of the terms and conditions of the Contract in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability of carry out the terms of the Order and/or the Contract;
11.2.3 Is in material breach of any obligation which is capable of remedy, and that breach is not rectified within 30 days of the Supplier receiving notice of the breach and requiring it to be remedied; or
11.2.4 Fails to comply with legal obligations in the fields of environmental, social or labour law.
11.3 Subject to Conditions 2.1 and 11.2 above, as all Goods are purpose made no Order which has been accepted by the Supplier may be cancelled by the Customer, except with the prior agreement in writing of the Supplier and on the terms that the Customer shall indemnify the Supplier in full against all losses (including loss of profit), costs (including the cost of all labour and materials used) damages, charges and expenses incurred by the Supplier as the result of the cancellation.
11.4 In addition to the Supplier's statutory rights, the Supplier may terminate the Agreement by written notice to the Customer if the Customer has not paid any undisputed amount(s) within 90 days of them falling due.
11.5 Without prejudice to any other right or remedy the Supplier may have under the Contract, at law or in equity, the Supplier may immediately terminate the Contract by giving the Customer notice in writing to that effect if the Customer commits a material breach of any of the terms or conditions of the Contract and, in the case of a breach that can be remedied, fails to remedy the breach within 7 days after receiving written notice identifying the breach and requiring its remedy.
11.6 On termination of the Contract, all provisions of the Contract shall cease to have effect, except that any provision that can reasonably be inferred as continuing, or is expressly stated to continue, shall continue in full force and effect.
11.7 On termination of the Contract, all Goods which have been delivered and accepted by the Customer must (to the extent not already) be paid for in full and cleared funds.
11.8 Termination of the Contract shall not affect any accrued rights of the parties.
12. Confidentiality
12.1 A party (receiving party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the receiving party by the other party (disclosing party), its employees, agents or subcontractors, and any other confidential information concerning the disclosing party's business, its products and services which the receiving party may obtain. The receiving party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the receiving party's obligations under the Contract, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Contract. The receiving party may also disclose such of the disclosing party's confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction.
12.2 Condition 12.1 above shall survive termination of the Contract.
13. Force Majeure
13.1 For the purposes of the Contract, Force Majeure Event means an event beyond the reasonable control of the Supplier, including strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
13.2 The Supplier shall be at liberty (at its election) to suspend the Contract in the case of a Force Majeure Event, in which case it shall be relieved of all its obligations and liabilities incurred under such Contract insofar as and for so long as the fulfilment of such obligations and liabilities is thereby prevented, frustrated or impeded or to cancel the Contract without incurring any further liability whatsoever.
13.3 The Supplier shall not be liable to the Customer or be deemed to be in breach of the Contract by reason of any delay in performing or failure to perform any of the Supplier's obligations under the Contract if such delay or failure is due to a Force Majeure Event.
13.4 If the Force Majeure Event prevents the Supplier from providing any of the Goods for more than 6 weeks, the Supplier shall, without limiting its other rights or remedies, have the right to terminate the Contract immediately by giving written notice to the Customer.
14. General
14.1 Waiver:
14.1.1 It is hereby confirmed that the rights of the Supplier shall not be diminished or waived by any indulgence or forbearance extended to the Customer and no waiver by the Supplier of any specific breach on the part of the Customer shall operate as a waiver for any other breach.
14.1.2 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, or prevent or restrict its further exercise of that or any other right or remedy.
14.2 Notices:
14.2.1 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 (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this Condition 14.2.1, and shall be delivered personally or sent by prepaid first-class post or other next working day delivery service, or by commercial courier, or by fax.
14.2.2 A notice or other communication shall be deemed to have been received:
(i) if delivered personally, when left at the address referred to in Condition 14.2.1 above; (ii) if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; (iii) if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or (iv) if sent by fax, one Business Day after transmission.
14.2.3 The provisions of this Condition 14.2 shall not apply to the service of any proceedings or other documents in any legal action.
14.3 No partnership or agency: Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, nor constitute either party the agent or employee of another party for any purpose. Neither party shall have authority to bind the other party in any way.
14.4 Capacity and authority: Each party warrants that it has the full capacity and authority, and all necessary consents, licenses and permissions to enter into and perform its obligations under the Contract, and that the Contract is executed by its duly authorised representative.
14.5 Third parties: A person who is not a party to the Contract shall not have any rights to enforce its terms.
14.6 Entire agreement: The Contract constitutes the entire agreement between the parties and supersedes any other and replaces any prior written or oral agreements, representations or understandings between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Supplier which is not set out in the Contract.
14.7 Governing law: 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 the laws of England and Wales.
14.8 Jurisdiction: Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract or its subject matter or formation (including non-contractual disputes or claims).
14.9 Severance: If any provision of the Contract is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision shall, to the extent required, be severed from the Contract and rendered ineffective as far as possible, and shall not in any way affect the validity or enforcement of the remainder of the Contract.
14.10 Assignment: The Supplier may assign or transfer any of its rights or obligations under the Contract to any person, firm or company. The Customer may not assign or transfer any of its rights or obligations under the Contract to another person without the Supplier's prior written consent.