Terms & Conditions

TERMS & CONDITIONS OF SALE - SUPPLY AND INSTALLATION 

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These are the terms and conditions of Brookes Kitchens Ltd, company number 13878212, Unit 9, Knights Park, Battlefield Enterprise Park, Shrewsbury, SY1 3TE and shall apply to all contracts entered into with any customer. 

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1. Definitions 

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1.1 In these Conditions the following terms have the following meanings: 

Appliances means goods manufactured and guaranteed by a third party, including but not limited to refrigerators, freezers, dishwashers, washers, dryers, microwaves, ovens, hobs and hoods. 

Business Day means a day other than a Saturday, Sunday or Public Holiday in England and Wales. 

Certificate of Practical Completion means the certificate signed by the Customer following Practical Completion to acknowledge delivery and satisfactory installation of the Goods as set out in clause 4.2. 

Contract means any contract between the Supplier and the Customer for the sale and purchase of the Goods and/or Services, incorporating these Conditions. 

Customer means the person, firm or company who in the course of his, her or its business purchases the Goods and/or Services from the Company. 

Data Protection (i) the Data Protection Act 1998 (DPA 1998) including the General Data Protection Regulation (Regulation (EU) 2016/679) (GDPR) 

Goods means the Products and Appliances agreed in the Contract to be supplied to the Customer by the Supplier (including any part or parts of them). 

Information means any information relating to the Company. 

Installation Service Specification means the installation service specification provided by the Supplier to the Customer from time to time. 

Intellectual Property Rights means any copyright, any database rights, any patents, designs, trademarks and service marks (whether registrable or otherwise), any domain names, moral rights, rights in commercial information and technical information (including know-how) and any other intellectual property rights, whether registrable or not, and including the right to make applications for registration of the same in any country. 

Materials means any and all drawings, descriptive matter, specifications, survey reports, plans, diagrams, illustrations and other documents and materials in whatever form developed, created or produced by or on behalf of the Supplier and provided or made available by the Supplier to the Customer (or customers of the Customer). 

Practical Completion means a state in which the Goods have been installed in accordance with the Installation Service Specification in all respects and are free from apparent defects save for any minor items of incomplete work or minor defects, the existence, completion or rectification of which would not prevent or interfere with the use or enjoyment of the Goods. 

Products means any Goods supplied apart from Appliances. 

Programme means the programme for the installation of the Goods in accordance with the Installation Service Specification provided by the Supplier to the Customer from time to time. 

Relevant Period, means the Term of the Agreement. 

Restricted Period, means the Term of the Agreement and a period of 24 months after its completion, expiry or termination. 

Restricted Person, means any person employed or engaged by either party at any time during the Relevant Period in a senior sales, marketing, or operational roles who has or had material contact or dealings with the other party and any person employed or engaged by either party at any time during the Relevant Period in relation to the provision or receipt of the Services who has or had material contact or dealings with the other party. 

Supplier means Brookes Kitchens Ltd, company number 13878212, Unit 9, Knights Park, Battlefield Enterprise Park, Shrewsbury, SY1 3TE. 

Service(s) means the installation services of all products supplied by the Supplier 

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2. Basis of Contract

 

2.1 The Customer’s Order constitutes an offer by the Customer to purchase Services from the Supplier in accordance with these Conditions. 

2.2 The Customer’s Order shall only be deemed to be accepted when the Supplier issues written acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date). To the extent that any of the Services are provided before signature they will be treated as being performed under these contractual terms and conditions. 

2.3 Subject to any variation under clause 8 the Contract will be based on these Conditions to the exclusion of all other terms and conditions including any terms and conditions which the Customer purports to apply under any invitation to tender, purchase order, confirmation of order, specification or other document and it is agreed between the parties that any terms and conditions introduced by the Customer directly or indirectly shall be excluded in whole for the Contract. 

2.4 No amendment or variation of these terms and conditions or oral promise or commitment related to it shall be valid unless committed to in writing and signed by or on behalf of both parties. 

2.5 The Customer must ensure that the terms of its order and any applicable specification are complete and accurate. 

 

3. CUSTOMER'S OBLIGATIONS 

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3.1 The Customer shall: 

3.1.1 ensure that the details of any Order and any other information it provides, to include any Specification(s), drawings or designs are complete and accurate. The Supplier reserves the right to adjust its costs should it later be advised of information not previously provided by the Customer that will affect the costs of the Services provided; 

3.1.2 co-operate with the Supplier in all matters relating to the provision of its Services to include the provision of information; 

3.1.3 provide the Supplier, its employees, agents, consultants and subcontractors, with unencumbered access to the Customer's premises, office accommodation and other facilities as reasonably required by the Supplier; 

3.1.4 provide the Supplier with such information, works and materials as the Supplier may reasonably require to enable them to provide the Services, and undertake that such information is complete and accurate in all material respects; 

3.1.5 obtain and maintain all necessary licenses, permits, permissions and consents which may be required for the Services before the date on which the Services are to start; 

3.1.6 enable the Supplier to comply with all applicable laws, including health and safety laws; 

3.1.7 keep all materials, equipment, documents and other property of the Supplier (Supplier Materials) at the Customer's premises in safe custody at its own risk, and maintain the Supplier’s Materials, tools and equipment in good condition until returned to the Supplier, and not dispose of or use the same other than in accordance with the Supplier's written instructions or authorisation; 

3.1.8 comply with any additional obligations as set out in the Suppliers quotation. 

3.2 If the Supplier's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer OR failure by the Customer to perform any relevant obligation OR follow any instructions provided by the Supplier/manufacturer in the use of any Service (Customer Default) then: 3.2.1 without limiting or affecting any other right or remedy available to it, the Supplier shall have the right to suspend performance of all Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its 

obligations in each case to the extent the Customer Default prevents or delays the Supplier's performance of any of its obligations; 

3.2.2 the Supplier shall not be liable for any costs or losses, consequential or otherwise, sustained or incurred by the Customer arising directly or indirectly whether foreseen or unforeseen from the Supplier's failure or delay to perform any of its obligations; 

3.2.3 the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default. 

3.3 Where any of the Supplier’s employees are admitted to the Customer’s premises pursuant to the Contract, the Customer undertakes that it will take such measures as are necessary to ensure that, as far as reasonably practicable, its premises and any plant, equipment, articles or substances in such premises are safe and without risk to the health of the Supplier’s employees. The Customer shall indemnify the Supplier against all loss, claim and demands suffered by the Supplier as a result of any breach of this condition by the Customer. 

3.4 The Customer acknowledges that the Supplier is not liable in any way for any Appliances. 

3.5 The Supplier shall have no liability whatsoever for any damage, loss and /or failure caused by/or arising as a result of a failure by the customer to comply with this clause 2 and any guarantee given shall not be valid. 

 

4. SUPPLIERS OBLIGATIONS 

 

4.1 The Supplier shall exercise reasonable skill and care in the performance of the Services. 

4.2 All Services to be undertaken by the Supplier shall be carried out by competent and suitably qualified personnel of the Supplier to the reasonable satisfaction of the Client. 

4.3 The Supplier will provide a quotation in relation to any Service requested and the same will remain open for 30 days, thereafter the Supplier may revise the quotation. 

4.4 If the services provided are likely to involve disruption to the Customer’s business activities (if carried out during normal working hours) such services may be undertaken during unsocial hours provided the parties have agreed in advance. (This may include weekend working). Work carried out during unsocial hours may carry an additional charge. 

4.5 Whenever relevant, Services, Products and components shall conform to relevant manufacturers' and equipment suppliers' specifications, and all materials and spare parts shall be obtained from the original equipment manufacturers or from suppliers approved by them. 

4.6 Where specified in the Quotation, the Supplier shall submit regular reports to the Customer detailing Services carried out, repairs and adjustments made, condition of Products and other information which the Customer may from time to time reasonably require. 

 

5. Installation 

 

5.1 Subject to the provisions of clause 3 the Supplier shall install the Goods in the Customer's premises in accordance with the agreed Installation Service Specification. 

5.2 The Supplier shall install the Goods in accordance with all statutory requirements, building regulations or conditions of the National House Building Council Buildmark Scheme or any equivalent scheme applying to the installation of the Goods at the date of installation. 

5.3 Provided that the Customer shall provide to the Supplier a duly authorised variation order, access to site and reasonable time for providing additional installation or other Services to the Customer, the Supplier shall provide to the Customer installation and other Services in addition to those set out in the Installation Service Specification in accordance with the Programme for providing such additional Services. 

5.4 Where Goods have been delivered to the customers site and the customer has notified the Supplier that installation works cannot take place in accordance with the programme of works. The parties agree that the Supplier may issue an invoice for the products delivered and the customer will pay the same in accordance with clause 7. The Supplier will then invoice for installation services upon Practical Completion. 

5.5 Subject to clauses 5.6 and 5.7 the Customer shall be responsible for and shall make arrangements for the connection of the Goods to gas, water and electricity services and the Customer shall ensure that the Goods are properly connected to such services and shall be responsible for making good any defects arising from such connections. The Supplier shall not be liable for any loss or damage or injury arising from any such defects or connections made by or on behalf of the Customer unless made by the Company. 

5.6 The Supplier may, on condition that it gives its written agreement to a written request of the Customer, connect the Goods to water or electricity services, provided such connections are only cable or flex connections to existing sockets or control boxes previously fitted by a technically qualified electrician. The Customer acknowledges that the Company’s fitters and sub-contractors may not be technically qualified electricians and/or plumbers are only qualified to carry out the work as set out in this Condition. 

5.7 Unless specifically agreed in writing by a Director of the Company, the Supplier will not undertake connection of Appliances to gas or electrical services. 

5.8 The Supplier shall install the Goods in the Customer's or other premises within a reasonable time and no later than 72 hours from the provision of access. 

 

6. RISK DELIVERY AND TITLE 

 

6.1 The Risk in any Products delivered to site shall pass to the Customer on completion of delivery. 

6.2 Title to any Products shall not pass to the Customer until the Supplier receives payment in full (in cash or cleared funds) where payment has become due. Payment shall include all interest and additional costs due under these terms and conditions. 

6.3 Until Title to Products has passed to the Customer, the Customer shall: 6.3.1 store them separately so that they remain readily identifiable as the Supplier's property; 

6.3.2 not remove, deface or obscure any identifying mark or packaging on or relating to them; 

6.3.3 maintain them 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 give the Supplier such information relating to them as the Supplier may require from time to time. 

6.4 If before Title to any Products passes to the Customer the Customer becomes insolvent, has an administrative receiver appointed for its business or it is compulsorily or voluntarily wound up: 6.4.1 the Customer's right to resell Products or use them in the ordinary course of its business ceases immediately; and 

6.4.2 the Supplier may at any time: 

a) require the Customer, Insolvency Practitioner or Administrator to deliver up all Products in its possession which have not been resold, or irrevocably incorporated into another product; and 

b) if they fail to do so promptly, the Customer, Insolvency Practitioner or Administrator will permit the Supplier their servant or agent to enter any premises of the Customer or of any third party where the Products are stored and take possession of them. 

6.5 Any dates provided by the Supplier for the delivery of Services are approximate only and shall not form part of the Contract and the Customer acknowledges that in the performance expected of the Supplier they have paid no regard to any quoted delivery dates of Products and Services ordered and that time is not of the essence for performance of this contract. 

6.6 If the Customer fails to take delivery of any Products or Services or any part of them on the due date and fails to provide any instruction or documents required to enable the Services to be delivered on the due date the Supplier may, after giving written notice to the Customer, store or arrange for the storage of any Products and, the Customer accepts that on the service of a Notice: 6.6.1 Risk in such Products shall pass to the Customer and they will be responsible for insuring the same against all risks; 6.6.2 delivery of Services shall be deemed to have taken place; and 

6.6.3 the Customer shall pay to the Supplier all costs and expenses including the costs of this Contract and additional charges by way of storage and insurance charges arising therefrom. 

6.7 The Supplier shall not be liable for any costs, penalty, loss, injury, damage or expense arising from any delay or failure in delivery or performance from any cause or at all, nor shall any such delay or failure entitle the Customer to refuse to accept any delivery or performance of or repudiate the Contract. 

 

7. CHARGES AND PAYMENT 

 

7.1 All prices shall be paid in sterling unless specifically requested otherwise by the Supplier. 

7.2 The Supplier reserves the right to increase the price of the Services, by giving notice to the Customer any time, to reflect any increase in the cost of Products or otherwise to the Supplier that is due to; 7.2.1 any factor beyond the control of the Supplier to include market forces; 

7.2.2 any request by the Customer to change the delivery date(s) quantities design or specification already agreed by the parties and described in the Suppliers quotation; 

7.2.3 any delay caused by the Customer in any way to include failure of the Customer to give the Supplier adequate or accurate information or instructions in respect of the Services. 

7.3 All Services are quoted exclusive of VAT which will be added as appropriate when invoiced at the price prevailing at the time of Contract unless otherwise agreed in writing with the Supplier. 

7.4 The Supplier may invoice the Customer on completion of the Services OR at intervals to be agreed with the Customer OR on a pro forma basis. Payment in respect to a Pro Forma invoice is immediate and before commencement of any Service. 

7.5 Payment in respect to any Invoices is strictly within 30 days of the end of the month of the date stated on the Supplier’s invoice unless otherwise agreed between the parties in writing, and in no circumstances, shall the Customer be entitled to make any set-off, counterclaim, deduction or otherwise withhold monies due (other than any deduction or withholding of tax as required by law). 

7.6 Time for payment is of the essence 

7.7 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:- 7.7.1 the Customer shall pay interest on any overdue sum at a daily rate of 10% OR 5% above the Barclays bank rate whichever is the greater until final payment; 

7.7.2 the Supplier is entitled to claim such interest at the rate calculated in accordance with the Late Payment of Commercial Debts (Interest) Act 1998, together with additional costs to reflect the reasonable administrative and legal costs incurred in recovering the outstanding monies. This does not affect any other rights of the Supplier under the Contract; 

7.7.3 the Supplier will be entitled to suspend performance of any Service and will give 7 days’ notice in writing to the Customer before suspending such Services. If full payment of the outstanding amount is received by the Supplier before expiry of the notice period, the suspension notice will be cancelled; 

7.7.4 in the event the Customer has an approved credit account the Supplier may suspend it OR withdraw it OR reduce the Customer credit limit or bring forward the due date for payment. Such action will be taken without notice. 

7.8 Any Customer payments shall not be subject to any third-party arrangements and are in accordance with the terms of any credit account agreed with the Supplier. 

7.9 No express terms in the contract regarding lack of signature, date of submission of our invoices or return of any documents will prevent payment of any sums otherwise due. 

 

8. VARIATION TO SCOPE OF WORKS 

 

8.1 Any initial quotation is based on information, drawings and specifications supplied by the Customer. Variations to any quotation may occur at the Customer’s request or as a result of the Suppliers site survey. The Supplier reserves the right to issue an amended quotation which may lead to a variation in the costs originally quoted even if received after the contract has commenced or has been acknowledged. 

8.2 In such circumstances the Supplier reserves the right to issue a revised quotation and the additional Services will only proceed upon receipt of a written Order from the Customer. 

8.3 The Supplier will not be obliged to accept any reduction in the scope of the Services where such reduction is more than 5% of the Contract value. 

8.4 The Supplier reserves the right to substitute any Products not forming part of any specifications of the quoted Services agreed in writing by the Supplier and the Customer agrees to accept the same. 

9.1 Nothing in these Conditions shall limit or exclude the Supplier's liability for: 9.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors; 

 

9. LIMITATION OF LIABILITY 

 

9.1.2 fraud or fraudulent misrepresentation; and 

9.1.3 as expressly stated in these conditions. 

9.2 Subject to clause 9.1 the Supplier excludes all liability for loss, damage or expense to include loss of profit, consequential losses or otherwise caused to the Customer its property, Products, persons or the like, directly or indirectly resulting from breach of contract, its negligence (or any other claim in tort), breach of statutory duty or delay or failure or malfunction of the systems or components provided by the Supplier, or for whatever reason. 

9.3 the Company's total liability in contract, tort (including negligence or breach of statutory duty, misrepresentation, restitution, or otherwise), arising in connection with the performance or contemplated performance of the Contract shall be limited to the Contract price 

capped at £50,000. 

9.4 “Services” provided by the Supplier does not include the investigation or rectification of any default or other problem resulting from: 9.4.1 the improper use or operation of Products by the Customer or third-party including failure to comply with operating instructions or guidance; 

9.4.2 modification or repair to any of the Products made by any person other than the Supplier or a person authorised by the Supplier; 

9.4.3 accidental damage to Products; or 

9.5 Under no circumstances shall the Supplier have any liability of whatever kind for; 9.5.1 any defects resulting from wear and tear, accident, Customer Default or the customers improper use of the Products except if carried out in accordance with the instructions or advice provided by the Supplier/Manufacturer; 

9.5.2 for any damage if such damage or failure is through third party intervention whether deliberately, innocently or negligently; 

9.6 The terms implied by sections 13 to 15 of the Sale of Products 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. 

9.7 any Appliances sold under the Contract are subject to the manufacturer’s warranty only and registration conditions. 

9.8 If the Customer establishes that any Products have not been delivered, are damaged, defective, of incorrect quantity the Supplier reserves the right to replace OR repair with similar Products which are missing, lost or damaged OR may allow the Customer credit for their invoice. 

9.9 The Supplier will not be liable to the Customer for any defect arising in relation to any installation by the Supplier if any adjustments, alterations or other work have been carried out by any person except as authorised by the Supplier. 

9.10 The Supplier will not be liable for any losses sustained by the client in the event of any ‘client default’ 

 

10. CANCELLATION 

 

10.1 Orders for Products may be cancelled by written notice at any time before they are allocated to the Contract but if a cancellation notice is received after Products have been purchased and allocated to the Contract then the Customer will be liable to pay for such Products and cannot be returned to the Supplier for a refund. 

 

11. TERMINATION 

 

11.1 Either party (Terminating party) may, without prejudice to its other rights or remedies under these terms and conditions, terminate this contract by notice in writing to the other if the other: 11.1.1 commits a material breach of this contract and does not remedy such breach within thirty (30) days on which a written notice has been given to it by the Terminating Party requiring the breach to be remedied and warning that if the breach is not remedied this contract may be terminated under this clause 11 

11.1.2 becomes insolvent, has an administrative receiver appointed of its business or is compulsory or voluntarily wound up or the Supplier bona fide believes that any of those events may occur. 

11.1.3 fails to make payment pursuant to clause 7. 

11.2 Upon termination the Customer shall pay the Supplier all monies properly due up to the date of termination to include for any Products ordered by the Supplier. 

11.3 If the Supplier terminates this contract under clause 11.1 the Customer will be liable to pay the Supplier a reasonable sum to compensate the Supplier for its loss of profit on the Contract and the Supplier shall be given access to recover any Products at any customer site. 

11.4 Termination shall not affect the accrued rights and liabilities of the parties at the termination date. 

 

12. CUSTOMER SERVICES 

 

12.1 The Supplier must be notified in writing of any Customer complaint within 5 days of discovery of the grounds of complaint and will detail the nature of the complaint. 

12.2 Any complaint that any Products have been delivered and are damaged, are not of the correct quality, or do not comply with their description shall be notified in writing by the Customer to the Supplier within 3 days of delivery. 

12.3 The Supplier shall be afforded reasonable opportunity to investigate any complaints made under this clause and the Customer shall if so requested in writing by the Supplier promptly return any components or materials which are the subject of any claim securely packed to the Supplier for examination. Carriage will be paid by the Customer unless otherwise agreed in writing by the Supplier. 

12.4 The Customer must not make any further use of the Product complained of until the Supplier has had the opportunity to carry out a full investigation and report its findings and recommendations, if any, to the Customer. 

12.5 The Supplier shall at its option repair or replace such Products (or defective parts) or refund the price of such Products at a pro-rata contract rate provided that, if the Supplier so requests the Customer shall at the Customer expense return the Products or the part of such Goods which is defective to the Company 

12.6 The Supplier shall have no liability with regard to any claim where the Customer has failed to comply with this clause 12. 

 

13. Confidentiality 

 

13.1 The Parties agree that they shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes, initiatives or other information which are of a confidential nature and have been disclosed to one another during the contract and undertake, at the request of the other to destroy or return any confidential information they hold. 

 

14. Data Protection 

 

14.1 Both parties shall ensure that their employees, servants and agents shall comply with all Data Protection Legislation during the contractual period. 

14.2 The Supplier further agrees to ensure that their employees, servants and agents shall comply with. 

 

15. Anti-bribery 

 

15.1 For the purposes of this clause the expressions ‘adequate procedures’ and ‘associated with’ shall be construed in accordance with the Bribery Act 2010 and legislation or guidance published under it. 

15.2 Each party shall comply with applicable Bribery Laws including ensuring that it has in place adequate procedures to prevent bribery and use all reasonable endeavours to ensure that: 15.2.1 all of that party’s personnel; 

15.2.2 all others associated with that party; and 

15.2.3 all of that party’s sub-contractors; 

 

15.3 involved in performing the Contract so comply. 

15.4 Without limitation to 15.2 neither party shall make or receive any bribe (as defined in the Bribery Act 2010) or other improper payment, or allow any such to be made or received on its behalf, either in the United Kingdom or elsewhere, and shall implement and maintain adequate procedures to ensure that such bribes or payments are not made or received directly or indirectly on its behalf. 

15.5 The Customer shall immediately notify the Supplier as soon as it becomes aware of a breach [or possible breach] by the Customer of any of the requirements in this clause. 

15.6 Any breach of this clause by the Customer shall be deemed a material breach of the Contract that is not remediable and shall entitle the Supplier to immediately terminate the Contract by notice. 

 

16. Anti-slavery 

 

16.1 The Supplier shall comply with the Modern Slavery Act 2015 and the Modern Slavery Policy. 

16.2 The Customer undertakes, confirms and agrees that: 16.2.1 neither the Customer nor any of its officers, employees, agents or subcontractors has: a) committed an offence under the Modern Slavery Act 2015 (an MSA Offence); or 

b) been notified that it is subject to an investigation relating to an alleged MSA Offence or prosecution under the Modern Slavery Act 2015; or 

c) is aware of any circumstances within its supply chain that could give rise to an investigation relating to an alleged MSA Offence or prosecution under the Modern Slavery Act 2015; 

16.2.2 it shall comply with the Modern Slavery Act 2015 and the Modern Slavery Policy; 

16.2.3 it has implemented due diligence procedures to ensure compliance with the Modern Slavery Act 2015 and the Modern Slavery Policy in its business and supply chain, and those of its officers, employees, agents or subcontractors, which will be made available to the Supplier on request at any time throughout the Contract; 

16.3 The Customer shall notify the Supplier immediately in writing if it becomes aware or has reason to believe that it, or any of its officers, employees, agents or subcontractors have breached or potentially breached any of the Customer’s obligations under clause 9.2. Such notice to set out full details of the circumstances concerning the breach or potential breach of the Customer’s obligations. 

16.4 Any breach of this clause by the Customer shall be deemed a material breach of the Contract and shall entitle the Supplier to terminate the Contract with immediate effect. 

 

17. Resolution of disputes 

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17.1 The parties agree to co-operate with each other in an amicable manner with a view to achieving the successful operation of the Contract. 

17.2 If any dispute arises out of the Contract, the parties will attempt to resolve it by mediation in accordance with the Centre for Dispute Resolution's (CEDR's) Model Mediation Procedure then in force. 

17.3 Nothing in clauses 18.1 or 18.2 precludes any party from commencing or continuing proceedings in any court at any time.(a) for an order (whether interim or final) to restrain any other party from doing any act or to compel any other party to do any act; or(b) for a judgement for a liquidated sum to which there is no arguable defence; or(c) the purpose of which is to prevent a claim from becoming time-barred due to the expiry of any statutory or contractual limitation period. 

17.4 In the event that the Contract falls within the scope of the Housing Grants, Construction and Regeneration Act 1996, either party may refer any dispute or difference to adjudication under the procedures set out in the Scheme for Construction Contracts (England and Wales) 1998. 

17.5 In the event that resolution of any dispute is not achieved under clauses 17.1, 17.2 or 17.4 each party irrevocably submits to the exclusive jurisdiction of the English courts in relation to all matters arising out of or in connection with this Contract. 

 

18. Assignment 

 

18.1 The Customer shall not be entitled to assign the Contract or any part of it without the prior written consent of the Company. 

18.2 The Supplier may assign the Contract or any part of it to any person, firm or company. 

 

19. Force majeure 

 

19.1 The Supplier reserves the right to defer the date of delivery of the Goods and/or provision of the Service or to cancel the Contract or reduce the volume of the Goods and/or scope of the Service ordered by the Customer (without liability to the Customer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Supplier including, without limitation, acts of God, governmental guidelines, legislation or regulations, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, pandemic lock-outs, strikes or other labour disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials provided that, if the event in question continues for a continuous period in excess of 180 days, either party shall be entitled to give notice in writing to the other to terminate the Contract. 

 

20. General 

 

20.1 Each right or remedy of the Supplier under the Contract is without prejudice to any other right or remedy of the Supplier whether under the Contract or not. 

20.2 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable, it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provisions shall continue in full force and effect. 

20.3 Failure or delay by the Supplier in enforcing or partially enforcing any provision of the Contract will not be construed as a waiver of any of its rights under the Contract. 

20.4 Any waiver by the Supplier of any breach of, or any default under, any provision of the Contract by the Customer shall not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of the Contract. 

20.5 The parties to the Contract do not intend at any time that the Contract will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it. 

20.6 The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.