The customer's attention is drawn in particular to the provisions of clause 8.

1. Interpretation

1.1 Definitions:

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

Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 11.4.

Contract: the contract between the Supplier and the Customer for the sale and purchase of the Goods in accordance with these Conditions.

Customer: the person or firm who purchases the Goods from the Supplier.

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

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

Incoterms: means the most recent standardised set of international trade terms published by the International Chamber of Commerce known as the Incoterms® Rules.

Intellectual Property Rights: patents, rights to inventions, copyright and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world in or associated with the Goods and/or the Supplier’s business.

Order: the Customer's order for the 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.

Specified Incoterms: means any Incoterms specified, whether expressly or by reference, in Supplier’s quotation or written acceptance of the Order or otherwise agreed in writing between the Supplier and the Customer.
Supplier: Tecman Advanced Healthcare Products Limited (registered in England and Wales with company number 12589354).

1.2 Interpretation:

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

(b) A reference to a party includes its personal representatives, successors and permitted assigns.

(c) A reference to a statute or statutory provision is a reference to it as amended or re-enacted and a reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision, provided that, as between the parties, no such amendment or re-enactment made after the date of the Contract shall apply for the purposes of the Contract to the extent that it would impose any new or extended obligation, liability or restriction on, or otherwise adversely affect the rights of, any party.

(d) Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

(e) A reference to writing or written includes fax and 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, course of dealing or otherwise.

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 are complete, accurate and fit for the Customer’s intended purpose.

2.3 The Order shall only be deemed to be accepted when the Supplier 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 the Supplier and any descriptions or illustrations contained in the Supplier's catalogues, brochures, website or elsewhere 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 the Supplier shall not constitute an offer. A quotation shall only be valid for a period of 30 days from its date of issue (or for such other period as may be stated in the quotation).

 

3. Goods

3.1 The Goods are described in the Supplier's quotation and/or written acceptance of the Order.

3.2 To the extent that the Goods are to be manufactured in accordance with a 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 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 specification. This clause 3.2 shall survive termination of the Contract.

3.3 The Supplier reserves the right to amend any specification of the Goods if required by any applicable statutory or regulatory requirements.

 

4. Delivery

4.1 The Supplier shall ensure that:

(a) each delivery of the Goods is accompanied by a delivery note that shows the Order number, the description and quantity of the Goods; and

(b) if the Supplier requires the Customer to return any packaging materials to the Supplier, that fact is clearly stated on the delivery note. The Customer shall make any such packaging materials available for collection at such times as the Supplier shall reasonably request. Returns of packaging materials shall be at the Supplier's expense.

4.2 The responsibility for loading, unloading and carriage of the Goods shall be as per the Specified Incoterms. In the absence of any applicable Specified Incoterms, the responsibility for loading, unloading and carriage shall be as set out in the Supplier’s quotation and/or written acceptance of the Order in which case:

(a) if the Supplier is to deliver the Goods, the Supplier shall load, deliver and make ready for unload the Goods to the location set out in the Order or such other location as the parties may agree at any time after the Supplier notifies the Customer that the Goods are ready; or

(b) if the Customer is to collect the Goods or arrange its own carriage, the Supplier shall be responsible for loading but the Customer or its carrier shall make sure that the collection vehicle is suitable for the shipment and the Customer shall be responsible for carriage and unloading. The Customer or its carrier and shall collect the Goods from the location set out in the Supplier’s written acceptance of the Order or such other location as may be advised by the Supplier within the time period specified by the Supplier.

4.3 Delivery is to take effect in accordance with any Specified Incoterms. In the absence of any Specified Incoterms addressing delivery:

(a) if the Supplier is to deliver the Goods, delivery is completed when the Goods are unloaded at the delivery location; or

(b) if the Customer is to collect the Goods, delivery is completed when the Goods are loaded at the location from which they are being collected. This clause is subject to clause 4.6.

4.4 Any dates quoted for delivery 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 adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

4.5 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. The Supplier 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 the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

4.6 If the Customer or its carrier fails to collect the Goods within the time period specified by the Supplier or fails to take delivery of the Goods at any time, then, except where such failure or delay is caused by a Force Majeure Event or the Supplier's failure to comply with its obligations under the Contract:

(a) delivery of the Goods shall be deemed to have been completed at 9.00 am on the day after the expiry of the collection period specified by the Supplier to the Customer or the day the Customer failed to accept delivery (as the case may be); and

(b) the Supplier shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).

4.7 If the Customer has not collected or taken actual delivery of the Goods within 5 Business Days of the date on which delivery is deemed to have occurred pursuant to clause 4.6, the Supplier may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, charge the Customer for any shortfall below the price of the Goods.

4.8 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.

4.9 The responsibility for export and import clearance shall be as per the Specified Incoterms. In the absence of any Specified Incoterms addressing this responsibility:

(a) the Supplier is responsible for export clearance; and

(b) the Customer is responsible for import clearance and for obtaining, at its own cost, such import licences and other consents in relation to the Goods as are required from time to time and, if required by the Supplier, the Customer shall make those licences and consents available to the Supplier upon request.

4.10 The responsibility for insuring the Goods shall be as per the Specified Incoterms. In the absence of any Specified Incoterms addressing this responsibility, the Customer is responsible for insuring the Goods from the time risk in the Goods passes to the Customer in accordance with clause 6.1.

 

5. Quality

5.1 The Supplier warrants that on delivery, the Goods shall:

(a) conform in all material respects with their description and any applicable specification; and

(b) be free from material defects in design, material and workmanship.

All other warranties or conditions as to quality, condition, description, compliance with sample or fitness for purpose (whether express or implied, statutory or otherwise, including but not limited to those implied by sections 13 to 15 of the Sale of Goods Act 1979) other than those expressly set out in these Conditions are excluded from the Contract to the fullest extent permitted by law. For the avoidance of doubt, it shall be the Customer’s sole responsibility to determine whether the Goods are suitable or fit for the Customer’s intended purpose(s) and the Supplier gives no advice or warranties and shall have no responsibility in that regard.

5.2 Subject to the following provisions of this clause 5, if:

(a) the Customer gives notice in writing to the Supplier 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;

(b) the Supplier is given a reasonable opportunity of examining such Goods; and

(c) the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier's place of business having first submitted a returns request and obtained an RMA document and return reference in accordance with clauses 5.9 and 5.10, the Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.

5.3 For the purpose of clause 5.2(a), a reasonable time of discovery shall be no longer than:

(a) 3 months from completion of actual or deemed delivery of the Goods (whichever is the earlier) in cases where the defect giving rise to the breach of warranty is a latent defect not apparent on a full visual inspection of the Goods; or

(b) 14 days from completion of actual or deemed delivery of the Goods (whichever is earlier) in all other cases.

5.4 The responsibility for the costs and charges of returning any Goods to the Supplier (whether pursuant to clause 5.2(c) or otherwise) (Return Costs) shall be as follows:

(a) in cases where it is established that the Goods do not comply with the warranty set out in clause 5.1, the Return Costs shall be borne by the Supplier; and

(b) in all other cases the Return Costs shall be borne by the Customer. If the Supplier pays or is liable to make a payment in respect of the Return Costs in a case where this clause 5.4 provides that the Return Costs should be borne by the Customer, the Supplier may invoice the Customer for such Return Costs and the Customer shall pay the same on demand. The Customer shall also be responsible for the costs and charges of re-delivering the Goods to the Customer or collecting the Goods from the Supplier.

5.5 The Supplier shall not be liable for the Goods' failure to comply with the warranty set out in clause 5.1 in any of the following events:

(a) if the Goods are visibly damaged on or before delivery or deemed delivery (whichever is earlier) and the Customer signs a delivery receipt without noting the damage;

(b) the Customer makes any further use of such Goods after giving notice in accordance with clause 5.2;

(c) the defect arises because the Customer failed to follow the Supplier's oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;

(d) the defect arises as a result of the Supplier following any drawing, design or specification supplied by the Customer;

(e) the Customer alters or repairs such Goods without the written consent of the Supplier;

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

(g) the Goods differ from their description or specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

5.6 Except as provided in this clause 5, the Supplier shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 5.1.

5.7 These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.

5.8 The right to return Goods in accordance with clause 5.2 only applies to Goods that do not comply with the warranty set out in clause 5.1. The Customer has no right of return in respect of Goods that do comply with the warranty set out in clause 5.1 (Unwanted Goods). However, in certain circumstances the Supplier may permit the Customer to return Unwanted Goods. If the Customer wishes to return any Unwanted Goods then it should submit a return request to the Supplier in accordance with clause 5.9 for the Supplier to consider. For the avoidance of doubt, any return of Unwanted Goods is at the Supplier’s sole discretion and the Supplier shall be under no obligation to accept the return of any Unwanted Goods. If the Supplier permits a return of Unwanted Goods it may do so subject to such terms and conditions as it decides, which may include a handling charge of a minimum of 20% of the price of the Goods inclusive of VAT. Please note the Supplier will not consider a return request if:

(a) the Unwanted Goods are not standard stock items or are bespoke or customised to the Customer’s requirements or are otherwise not suitable for resale;

(b) the Unwanted Goods show signs of use or damage or do not have their original and full packaging; and

(c) the request is made more than 30 days after delivery (or deemed delivery) of the Goods.

5.9 Prior to returning any Goods to the Supplier (whether under clause 5.2, 5.8 or otherwise) the Customer must in all cases submit a return request to the Supplier to consider. Return requests must be sent by email to customerservice@tecmanuk.com and must include the following information:

(a) the Order number;

(b) the type and number of Goods the Customer wishes to return;

(c) the reason for return; and

(d) images of the Goods and their packaging providing evidence of their condition.

5.10 If the Supplier permits a return (whether conditional or not) it will send the Customer a Return Material Authorisation (RMA) document. It is the Customer’s responsibility to check the accuracy of the RMA document. The RMA document shall bear a returns reference. Any Goods returned that do not bear a returns reference or are not listed in the RMA document will not be accepted.

 

6. Title and risk

6.1 The risk in the Goods shall pass to the Customer in accordance with any Specified Incoterms. In the absence of any Specified Incoterms addressing this point, risk in the Goods shall pass to the Customer on completion of actual or deemed delivery, whichever is earlier.

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

(a) the Supplier receives payment in full (in cash or cleared funds) for the Goods and 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 pass at the time of payment of all such sums; and

(b) the Customer resells the Goods, in which case title to the Goods shall pass to the Customer at the time specified in clause 6.4(b).

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

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

(b) notify the Supplier immediately if it becomes subject to any of the events listed in clause 9.1(b) to clause 9.1(d); and

(c) give the Supplier such information as the Supplier may reasonably require from time to time relating to:
(i) the Goods; and
(ii) the ongoing financial position of the Customer.

6.4 Subject to clauses 6.3 and 6.5, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before the Supplier receives payment for the Goods and any other goods that the Supplier has supplied to the Customer in respect of which payment has become due. However, if the Customer resells the Goods before that time:

(a) it does so as principal and not as the Supplier’s agent; and

(b) title to the Goods shall pass from the Supplier to the Customer immediately before the time at which resale by the Customer occurs.

6.5 At any time before title to the Goods passes to the Customer, the Supplier may terminate the Customer's right under clause 6.4 to resell the Goods or use them in the ordinary course of its business and/or 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.

 

7. Price and payment

7.1 The price of the Goods shall be the price set out in the Supplier’s quotation and/or the Supplier’s written acceptance of the Order, or, if no price is quoted there, in the price set out in the Supplier's published price list in force as at the date of delivery.

7.2 The Supplier may, by giving notice to the Customer at any time before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:

(a) any factor beyond the Supplier's control (including but not limited to foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);

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

(c) any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate or accurate information or instructions.

7.3 The price of the Goods excludes amounts in respect of value added tax or any other applicable sales tax (VAT), which the Customer shall additionally be liable to pay to the Supplier at the prevailing rate.

7.4 The costs and charges of packaging, insurance and carriage of the Goods and any customs, import or other duties charged in respect of the sale and export/import of the Goods shall be as per the Specified Incoterms or, in the absence of any Specified Incoterms or to the extent not provided for by the Specified Incoterms, these costs and charge shall be the responsibility of the Customer and shall be invoiced to the Customer.

7.5 The Supplier may invoice the Customer for the Goods on or at any time after the completion of delivery.

7.6 The Customer shall pay each invoice submitted by the Supplier:

(a) in accordance with the payment terms set out in the Supplier’s quotation and/or the Supplier’s written acceptance of the Order or, if no payment terms are stated, in accordance with any credit terms otherwise agreed by the Supplier and confirmed in writing to the Customer, or if no credit terms are agreed, within 30 days of the date of the invoice; and

(b) in full and in cleared funds to a bank account nominated in writing by the Supplier.

7.7 Time for payment of any amount due to the Supplier shall be of the essence of the Contract.

7.8 If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier's remedies under clause 9 (Termination), 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 7.8 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%.

7.9 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).

 

8. Limitation of liability

8.1 The limits and exclusions in this clause reflect the insurance cover the Supplier has been able to arrange and the Customer is responsible for making its own arrangements for the insurance of any excess loss.

8.2 The restrictions on liability in this clause 8 apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

8.3 Nothing in the Contract limits any liability to the extent which it cannot legally be limited, including liability for:

(a) death or personal injury caused by negligence;

(b) fraud or fraudulent misrepresentation;

(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979; or

(d) defective products under the Consumer Protection Act 1987.

8.4 Subject to clause 8.3, the Supplier's total liability to the Customer shall not exceed an amount equal to 100% of the price of the Goods to be supplied under the Contract.

8.5 In the event that the limitation on liability set out in clause 8.4 is found to be illegal, invalid, void or otherwise unenforceable for any reason, the Supplier's total liability to the Customer shall not exceed an amount equal to 150% of the price of the Goods to be supplied under the Contract.

8.6 In the event that the limitations on liability set out in clauses 8.4 and 8.5 are found to be illegal, invalid, void or otherwise unenforceable for any reason, the Supplier's total liability to the Customer shall not exceed an amount equal to 200% of the price of the Goods to be supplied under the Contract.

8.7 In the event that the limitations on liability set out in clauses 8.4 to 8.6 are found to be illegal, invalid, void or otherwise unenforceable for any reason, the Supplier's total liability to the Customer shall not exceed the amount which the Supplier is entitled to recover from its insurers in respect of the claim brought against it or the events or circumstances giving rise to that claim.

8.8 Subject to clause 8.3, the following types of loss are wholly excluded:

(a) loss of profits;

(b) loss of sales or business;

(c) loss of agreements or contracts;

(d) loss of anticipated savings;

(e) loss of use or corruption of software, data or information;

(f) loss of or damage to goodwill; and

(g) indirect or consequential loss.

8.9 This clause 8 shall survive termination of the Contract.

9. Termination

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

(a) 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 14 days of being notified in writing to do so;

(b) 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 or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

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

(d) 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.

9.2 Without limiting its other rights or remedies, the Supplier may suspend provision of the Goods under the Contract if the Customer becomes subject to any of the events listed in clauses 9.1(b) to 9.1(d), or the Supplier 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.

9.3 Without limiting its other rights or remedies, the Supplier 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.

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

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

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

10. Force majeure

Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from a Force Majeure Event. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for three continuous months, the party not affected may terminate the Contract by giving 14 days' written notice to the affected party.

11. General

11.1 Assignment and other dealings.

(a) The Supplier 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.

(b) 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 the Supplier.

11.2 Intellectual Property

(a) The Customer acknowledges that:
(i) the Intellectual Property Rights are the Supplier's property;
(ii) nothing in these Conditions shall be construed as conferring any licence or granting any rights in favour of the Customer in relation to the Intellectual Property Rights; and
(iii) any reputation in any Intellectual Property Rights affixed or applied to or otherwise connected with the Goods shall accrue to the sole benefit of the Supplier.

(b) The Customer shall not repackage the Goods and/or remove any copyright notices, confidential or proprietary legends or identification from the Goods.

11.3 Entire agreement.

(a) This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

(b) Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in 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.

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

11.5 Waiver. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

11.6 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 11.6 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.

11.7 Notices.

(a) Any notice given to a party under or in connection with the Contract shall be in writing and shall be:
(i) 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
(ii) sent by fax to the recipient’s fax number; or
(iii) subject always to clause 11.7(c), sent by email to the email address specified by the recipient for this purpose or, if no email address has been specified, to any email address used at any time by the recipient to send any communication in connection with the Order or the Contract.

(b) Any notice shall be deemed to have been received:
(i) if delivered by hand, on signature of a delivery receipt;
(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 or at the time recorded by the delivery service;
(iii) if sent by fax, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause (iii), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt; or
(iv) if sent by email, at the time of transmission of the Acknowledgement Email (as defined below).

(c) Any notice given by email (First Email) is only valid if the recipient sends an email (Acknowledgement Email) that replies to or expressly or impliedly acknowledges receipt of the First Email.

(d) 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.

11.8 Third party rights. Unless it expressly states otherwise, 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.

11.9 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.

11.10 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 this Contract or its subject matter or formation.

DOC QMS73 v1.0 | JAN 2021