Llandaff Laminates Terms and Conditions 

The customer’s attention is drawn in particular to the provisions of clause 11.




1.  Interpretation




1.1     Definitions:

Business Day means a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Business Hours means the period from 8.30 am to 5.30 pm on any Business Day.

Conditions means the terms and conditions set out in this document as amended from time to time in accordance with clause 16.4.

Contract means the contract between Llandaff Laminates and the Customer for the sale and purchase of the Goods in accordance with these Conditions.

Customer means the person or firm who purchases the Goods from Llandaff Laminates.

Delivery Location has the meaning given in clause 4.2.

Force Majeure Event means an event, circumstance or cause beyond a party’s reasonable control.

Goods means the goods (or any part of them) set out in the Order.

Installer means either the Customer, a third party installer or any other third party instructed by the Customer, to install the Goods at the Customer’s property.

Installation The commencement of and process of installing the Goods at the Customer’s property.

Installation Instructions as defined in clause 7.5.

Llandaff Laminates means Llandaff Laminates Ltd of Unit B, Capital Point, Capital Business Park,  Parkway, Cardiff. CF3 2PY.

Maintenance Guide as defined in clause 8.1.

Order means either the Customer verbal order over the phone or via email,  the Customer’s purchase order form, the Customer’s written acceptance of Llandaff Laminates’ quotation, or overleaf, as the case may be.

Specification means any specification for the Goods, including any related plans and drawings, that is agreed in writing by the Customer and Llandaff Laminates.

Visual Inspection The visual inspection to be conducted by the Customer of the Goods during the first 3 (three) days after delivery.

Warranty Period means the period which the Warranty is in place. The warranty period is set by the manufacturer in relation to the applicable Goods.

1.2     Interpretation:

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

1.2.2   A reference to a party includes its personal representatives, successors and permitted assigns.

1.2.3   A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.

1.2.4   Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.

1.2.5   A reference to writing or written includes email.




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 law, trade custom, practice or course of dealing.

2.2     The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable Specification submitted by the Customer are complete and accurate.

2.3     The Order shall only be deemed to be accepted when Llandaff Laminates issues a written acceptance of the Order, at which point 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 Llandaff Laminates and any descriptions or illustrations contained in Llandaff Laminates’ catalogues or brochures or on their website are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force.

2.6     A quotation for the Goods given by Llandaff Laminates shall not constitute an offer. A quotation shall only be valid for a period of 14 Business Days from its date of issue.




3.      Goods




3.1     The Goods to be supplied by Llandaff Laminates will be described in the Order and Specification.

3.2     To the extent that the Goods are to be manufactured or supplied in accordance with a Specification and/or measurements and/or information then it is the Customer’s responsibility to ensure that it is accurate.

3.3     The Customer shall indemnify Llandaff Laminates 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 Llandaff Laminates in connection with any claim made against Llandaff Laminates for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with Llandaff Laminates’ use of the Specification. This clause 3.3 shall survive termination of the Contract.

3.4     Llandaff Laminates reserves the right to amend the Specification if required by any applicable statutory or regulatory requirement, and Llandaff Laminates shall notify the Customer in any such event.




4.      Delivery




4.1     Llandaff Laminates shall ensure that:

4.1.1   each delivery of the Goods is accompanied by either an invoice and/or a delivery note that shows the date of the Order, the type and quantity of the Goods (including the code number of the Goods, where applicable), storage instructions or any other special instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and

4.1.2   if Llandaff Laminates requires the Customer to return any packaging materials to Llandaff Laminates, that fact is clearly stated on the invoice and/or delivery note. The Customer shall make any such packaging materials available for collection at such times as Llandaff Laminates shall reasonably request. Returns of packaging materials shall be at Llandaff Laminates’ expense.

4.2     Llandaff Laminates shall either:

4.2.1   make the Goods available for collection at; or

4.2.2   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 Llandaff Laminates notifies the Customer that the Goods are ready.

4.3     Delivery is completed on the completion of either:

4.3.1   in terms of collection, the loading of the Goods at the Delivery Location; or

4.3.2   in terms of delivery unloading of the Goods at the Delivery Location.

4.4     Any delivery/collection dates quoted are approximate only, and the time is not of the essence. Llandaff Laminates shall not be liable for any delay in the Goods that is caused by a Force Majeure Event or the Customer’s failure to provide Llandaff Laminates with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

4.5     If Llandaff Laminates 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. Llandaff Laminates shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer’s failure to provide Llandaff Laminates with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

4.6     If the Customer fails to collect or take delivery of the Goods within 3 (three) Business Days of Llandaff Laminates notifying the Customer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or Llandaff Laminates’ failure to comply with its obligations under the Contract in respect of the Goods:

4.6.1   delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day after the day on which Llandaff Laminates notified the Customer that the Goods were ready; and

4.6.2   Llandaff Laminates shall store the Goods until actual delivery takes place, and charge the Customer for all related costs and expenses (including insurance).

4.7     If 10 (ten) Business Days after the day on which Llandaff Laminates notified the Customer that the Goods were ready for collection or delivery the Customer has not taken actual delivery of them, Llandaff Laminates 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.

4.8     Llandaff Laminates may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.




5.      Quality of the Goods




5.1     Llandaff Laminates warrants that on delivery and during the Warranty Period, the Goods shall:

5.1.1   conform in all material respects with the Specification;

5.1.2   be free from material defects in design, material and workmanship; and

5.1.3   be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).




6.      Inspection and Warranty Period




6.1     Within 3 (three) calendar days of delivery and prior to Installation the Customer and/or the Installer must perform a Visual Inspection of the Goods to:

6.1.1   ensure that there are no visible defects and/or defaults in the Goods; and

6.1.2   the Goods conform with the Order and Specification.

6.2     Subject to clause 6.3, the Customer may reject any Goods delivered that do not comply with the warranty in clause 5.1, if:

6.2.1   The Customer gives notice in writing to Llandaff Laminates during the first 3 (three) days after delivery that there is a defect and/or default in the Goods that is identifiable through a Visual Inspection;

6.2.2   the Customer gives notice in writing to Llandaff Laminates during the Warranty Period within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 5.1 and such defect was not identifiable during the initial Visual Inspection;

6.2.3   Llandaff Laminates is given a reasonable opportunity of examining such Goods; and

6.2.4   the Customer (if asked to do so by Llandaff Laminates) returns such Goods to Llandaff Laminates’ place of business or allows Llandaff Laminates to collect the Goods,

Llandaff Laminates shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.

6.3     Llandaff Laminates shall not be liable for the Goods’ failure to comply with the warranty set out in clause 5.1 if:

6.3.1   the Customer or the Installer makes any further use of such Goods after giving notice in accordance with clause 6.2;

6.3.2   the Customer or the Installer has begun Installation prior to the Visual Inspection taking place;

6.3.3   the defect arises because the Customer or their Installer failed to follow  oral or written instructions provided by Llandaff Laminates, the Installation Instructions or any other instructions relating to the storage, commissioning, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;

6.3.4   the defect arises as a result of Llandaff Laminates following any drawing, design or specification supplied by the Customer;

6.3.5   the Customer or their Installer alters or repairs such Goods without the written consent of Llandaff Laminates;

6.3.6   the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or

6.3.7   the Goods differ from the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

6.4     Except as provided in this clause 6, Llandaff Laminates shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in clause 5.1.

6.5     In addition, Llandaff Laminates shall have no liability to the Customer for the cost of Installation to the extent that a defect and/or default would have or should have been identified through a Visual Inspection.

6.6     The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.

6.7     These Conditions shall apply to any repaired or replacement Goods supplied by Llandaff Laminates.




7.      Installation of the Goods




7.1     The Customer acknowledges and agrees that Llandaff Laminates supply the Goods only and are not responsible for the Installation of the Goods at the Customer’s premises.

7.2     The Customer is responsible for choosing an Installer and arranging the Installation of the Goods at the Customer’s premises.

7.3     Llandaff Laminates recommends that the Installer appointed by the Customer is experienced and competent in relation to installing the Goods.

7.4     It is the Customer’s responsibility to ensure that the Installer has the appropriate skills and experience to install the Goods to the satisfaction of the Customer.

7.5     Before the Installer commences with the Installation, the Customer must confirm to the Installer that the Goods are as they expect (including but not limited to their design, colour, shape and texture) and are free from visible defects and/or damage.

7.6     To the extent that they are identifiable by a Visual Inspection, any defects or defaults must be notified to Llandaff Laminates in writing prior to the start of any Installation. A failure to do so may result in the warranty being voided.

7.7     The Customer should ensure that the Installer installs the Goods in accordance with any applicable instructions or fitting guidelines provided by the relevant manufacturer of the Goods (Installation Instructions).

7.8     It is the Customer’s responsibility, prior to the start of any Installation of the Goods to check that the Goods contain the Installation Instructions.

7.9     If the Goods do not contain the Installation Instructions then the Customer must immediately contact Llandaff Laminates for further information and/or instructions.

7.10    Any Installer appointed by the Customer is done so at the Customer’s sole risk and Llandaff Laminates shall not be liable to the Customer for any costs or damages relating to:

7.10.1  any defects in or poor workmanship provided by the Installer;

7.10.2  the Installer commencing Installation of the Goods which have clear visible defaults or damage; and

7.10.3  the Installation of the Goods.




8.      Ongoing maintenance of the Goods




8.1     The Goods provided may contain instructions and/or guides provided by the Manufacturer relating to the ongoing maintenance and care of the Goods (Maintenance Guide). If so, these instructions and/or guides should be followed by the Customer at all times.

8.2     Llandaff Laminates recommends that all Goods are maintained and cared for in accordance with the applicable Maintenance Guide.

8.3     If the Goods do not contain a Maintenance Guide, then please immediately contact Llandaff Laminates for further instructions and information.

8.4     Llandaff Laminates are not liable for any damage caused to the Goods by the Customer relating to the ongoing maintenance and care to the extent that the Customer failed to follow the applicable Maintenance Guide.




9.      Title and risk




9.1     The risk in the Goods shall pass to the Customer on completion of delivery.

9.2     Title to the Goods shall not pass to the Customer until the earlier of:

9.2.1   Llandaff Laminates receives payment in full (in cash or cleared funds) for the Goods and any other goods that Llandaff Laminates has supplied to the Customer in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums; and

9.2.2   the Customer resells the Goods, in which case title to the Goods shall pass to the Customer at the time specified in clause 9.4.

9.3     Until title to the Goods has passed to the Customer, the Customer shall:

9.3.1   store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as Llandaff Laminates property;

9.3.2   not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;

9.3.3   not cut or alter the Goods in anyway;

9.3.4   refrain from commencing with the Installation of the Goods;

9.3.5   maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;

9.3.6   notify Llandaff Laminates immediately if it becomes subject to any of the events listed in clause 14.1.2 to clause 14.1.4; and

9.3.7   give Llandaff Laminates such information as Llandaff Laminates may reasonably require from time to time relating to:

9.3.7.1    the Goods; and

9.3.7.2    the ongoing financial position of the Customer.

9.4     Subject to clause 9.5, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before Llandaff Laminates receives payment for the Goods. However, if the Customer resells the Goods before that time:

9.4.1   it does so as principal and not as Llandaff Laminates’ agent; and

9.4.2   title to the Goods shall pass from Llandaff Laminates to the Customer immediately before the time at which resale by the Customer occurs.

9.5     At any time before title to the Goods passes to the Customer, Llandaff Laminates may:

9.5.1   by notice in writing, terminate the Customer’s right under clause 9.4 to resell the Goods or use them in the ordinary course of its business; and

9.5.2   require the Customer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product and if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.




10.     Price and payment




10.1    The price of the Goods shall be confirmed by Llandaff Laminates in writing, or, if no price is quoted, the price set out in Llandaff Laminates’ published price list in force as at the date of delivery.

10.2    Llandaff Laminates may, by giving notice to the Customer at any time up to 5 (five) Business Days before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:

10.2.1  any factor beyond Llandaff Laminates’ control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);

10.2.2  any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or

10.2.3  any delay caused by any instructions of the Customer or failure of the Customer to give Llandaff Laminates adequate or accurate information or instructions.

10.3    The price of the Goods:

10.3.1  excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to Llandaff Laminates at the prevailing rate, subject to the receipt of a valid VAT invoice; and

10.3.2  excludes the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Customer.

10.4    Llandaff Laminates may invoice the Customer for the Goods on or at any time after the completion of delivery.

10.5    The Customer shall pay each invoice submitted by Llandaff Laminates:

10.5.1  Prior to delivery or unless otherwise agreed in writing within 30 days of the date of the invoice or in accordance with any credit terms agreed by Llandaff Laminates and confirmed in writing to the Customer; and

10.5.2  in full and in cleared funds to a bank account nominated in writing by Llandaff Laminates, and

time for payment shall be of the essence of the Contract.

10.6    If the Customer fails to make a payment due to Llandaff Laminates under the Contract by the due date, then, without limiting Llandaff Laminates’ remedies under clause 14, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 10.6 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

10.7    All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).




11.     Return of Goods for Business Customers




11.1    If you are a business customer, then the return of Goods are subject to the sole discretion of Llandaff Laminates.

11.2    Unless due to a defect and/or default Llandaff Laminates will not accept the return of any Goods unless they are in a reusable / resalable condition and within their original packaging.

11.3    All Goods that are returned to Llandaff Laminates are subject to a restocking fee.




12.     Return of Goods for Consumer Customers




12.1    If you are considered as a consumer then for most of our Goods bought online or over the phone, you have a legal right to change your mind about your purchase and receive a refund of what you paid for it, including delivery costs. This is subject to certain conditions set out in clause 12.2 below.

12.2    A consumer customer is not entitled to change their mind and return Goods if:

12.2.1  Installation of the Goods has commenced, is in progress or has been completed;

12.2.2  The Goods are sealed for health and hygiene purposes, once these have been unsealed after you receive them;

12.2.3  The Goods are made to measure or to your Specification or have been personalised for you;

12.2.4  Alterations and/or amendments have been made to the Goods; or

12.2.5  The Goods, in the reasonable opinion of Llandaff Laminates are not in a resalable condition.

12.3    All consumer customers have a 14 (fourteen) day cooling off if the Goods were purchased either online or over the phone. This cooling off period commences on the day after the Goods were delivered to you. If the Goods are delivered in instalments then the cooling-off period commences on the day after the final instalment was delivered.

12.4    If you change your mind about the Goods, and are within the cooling off period, please contact us to let us know.

12.5    Unless we offered free returns when placing your Order, you are responsible for the cost of returning Goods to us under this clause 12. You may also be responsible for a restocking fee.

12.6    If you handle the Goods in a way which would not be acceptable in-store, then we will reduce your refund to compensate us for its reduced value. For example, we reduce your refund if the Goods condition is not “as new”, price tags have been removed, the branding or packaging is damaged or accessories are missing.

12.7    All refunds made under this clause 12 will be made as soon as possible but no later than 14 (fourteen days) from Llandaff Laminates agreeing to the refund.

12.8    For the avoidance of doubt, this clause 12 does not apply to business customers.  In the event of a dispute, Llandaff Laminates have sole authority to determine who is a business customer and who is a consumer customer.




13.     Limitation of liability




13.1    References to liability in this clause 13 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

13.2    Nothing in the Contract limits any liability which cannot legally be limited, including liability for:

13.2.1  death or personal injury caused by negligence;

13.2.2  fraud or fraudulent misrepresentation;

13.2.3  breach of the terms implied by section 12 of the Sale of Goods Act 1979; or

13.2.4  defective products under the Consumer Protection Act 1987.

13.3    Subject to clause 13.2, Llandaff Laminates’ total liability to the Customer shall not exceed the cost of the Goods purchased by the Customer under the applicable Order.

13.4    Subject to clause 13.2, the following types of loss are wholly excluded:

13.4.1  loss of profits;

13.4.2  loss of sales or business;

13.4.3  loss of agreements or contracts;

13.4.4  loss of anticipated savings;

13.4.5  loss of use or corruption of software, data or information;

13.4.6  loss of or damage to goodwill; and

13.4.7  indirect or consequential loss.

13.5    This clause 13 shall survive termination of the Contract.







14.     Termination




14.1    Without limiting its other rights or remedies, Llandaff Laminates may terminate this Contract with immediate effect by giving written notice to the Customer if:

14.1.1  the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 7 (seven) days of that party being notified in writing to do so;

14.1.2  the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;

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

14.1.4  the Customer’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.

14.2    Without limiting its other rights or remedies, Llandaff Laminates may suspend provision of the Goods under the Contract or any other contract between the Customer and Llandaff Laminates if the Customer becomes subject to any of the events listed in clause 14.1.2 to clause 14.1.4, or Llandaff Laminates reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.

14.3    Without limiting its other rights or remedies, Llandaff Laminates may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.

14.4    On termination of the Contract for any reason the Customer shall immediately pay to Llandaff Laminates all of Llandaff Laminates’ outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, Llandaff Laminates shall submit an invoice, which shall be payable by the Customer immediately on receipt.

14.5    Termination or expiry of the Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.

14.6    Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.




15.     Force majeure

Neither party shall be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from a Force Majeure Event. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for 4 (four) weeks, the party not affected may terminate the Contract by giving  (seven) days’ written notice to the affected party.




16.     General




16.1    Assignment and other dealings.

16.1.1  Llandaff Laminates may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.

16.1.2  The Customer may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of Llandaff Laminates.

16.2    Confidentiality.

16.2.1  Each party undertakes that it shall not at any time during the Contract and for a period of two years after termination or expiry of the Contract, disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party, except as permitted by clause 16.2.2.

16.2.2  Each party may disclose the other party’s confidential information:

16.2.2.1   to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 16.2; and

16.2.2.2   as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

16.2.3  Neither party shall use the other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.

16.3    Entire agreement.

16.3.1  The Contract constitutes the entire agreement between the parties.

16.3.2  Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

16.4    Variation. No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

16.5    Waiver.

16.5.1  Except as set out in clause 2.4, a waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

16.5.2  A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

16.6    Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision of the Contract is deemed deleted under this clause 16.6 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

16.7    Notices.

16.7.1  Any notice given to a party under or in connection with the Contract shall be in writing and shall be:

16.7.1.1   delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or

16.7.1.2   sent by email to the addresses on the Order or otherwise identified.

16.7.2  Any notice shall be deemed to have been received:

16.7.2.1   if delivered by hand, at the time the notice is left at the proper address;

16.7.2.2   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; or

16.7.2.3   if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.

16.7.3  This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

16.8    Third party rights.

16.8.1  The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

16.8.2  The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.

16.9    Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.

16.10  Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.