Conditions of Sale for Machinery and Equipment
Edition November 2023
The Customer’s attention is particularly drawn to the provisions of clause 15 (Limitation of liability).
The following definitions and rules of interpretation apply in these Conditions.
Bespoke Goods: has the meaning given in clause 3.2.
Business Day: a day other than a Saturday, Sunday, or public holiday in England, when banks in London are open for business.
Commencement Date: has the meaning given in clause 2.3.
Company: Applied Vibration Limited registered in England and Wales with company number 01260592 whose registered address is situated at 48-50 Sandy Way, Amington Ind Est, Tamworth, Staffordshire, B77 4DS.
Conditions: these terms and conditions as amended from time to time in accordance with clause 19.8.
Contract: the contract between the Company and the Customer for the supply of Goods or Services or Goods and Services in accordance with these Conditions.
Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of Control shall be interpreted accordingly.
Customer: the person or firm who purchases the Goods or Services or Goods and Services from the Company.
Customer Parts: any parts owned by the Customer which are held by the Company pending their incorporation into the Goods.
Deliverables: the deliverables set out in the Order produced by the Company for the Customer.
Delivery Location: has the meaning given in clause 4.1.
Force Majeure Event: has the meaning given to it in clause 18.
Goods: the goods (or any part of them) set out in the Order to include, where the context permits, Bespoke Goods.
Goods Specification: any specification for the Goods, including any relevant plans or drawings, which is agreed in writing by the Customer and the Company.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, moral rights, trade 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 in computer software, database rights, 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.
Order: the Customer’s order for the supply of Goods or Services or Goods and Services, as set out the Customer’s written acceptance of the Company’s quotation.
Services: the services, including the Deliverables, supplied by the Company to the Customer as set out in the Service Specification.
Service Specification: the description or specification for the Services provided in writing by the Company to the Customer.
Company Materials: has the meaning given in clause 10.1(g).
Warranty Period: has the meaning given in clause 5.1.
(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 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.
(d) 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.
(e) A reference to writing or written excludes email but not fax.
2. Basis of Contract
2.1 The Order constitutes an offer by the Customer to purchase Goods or Services or Goods and Services in accordance with these Conditions.
2.2 The Order must be accompanied by sufficient information to enable the Company to proceed with the provision of the Goods and Services forthwith and any costs or expenses incurred by the Company as a result of the delay by the Customer in supplying such information shall be chargeable to the Customer. If, in the opinion of the Company, the Customer fails to supply sufficient information to the Company within 3 days of the same being demanded by the Company, this shall be regarded as a material breach of the Contract and the Company shall be entitled to terminate the Contract forthwith and claim damages from the Customer for all loss and damage arising from that breach.
2.3 The Order shall only be deemed to be accepted when the Company issues written acceptance of the Order at which point, and on which date, the Contract shall come into existence (Commencement Date).
2.4 Any samples, drawings, descriptive matter, or advertising issued by the Company and any descriptions of the Goods or illustrations or descriptions of the Services contained in the Company’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods and Services described in them. They shall not form part of the Contract nor have any contractual force.
2.5 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.
2.6 Any quotation given by the Company shall not constitute an offer and is only valid for a period of 30 days from its date of issue.
2.7 All of these Conditions shall apply to the supply of both Goods and Services except where application to one or the other is specified.
2.8 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.
3.1 The Goods are described in the Goods Specification.
3.2 The Company accepts no responsibility for the accuracy or suitability of patterns, designs, tools, drawings, particulars, or specifications relating to Goods made specifically to the Customer’s designs and specifications which shall be supplied by the Customer (Bespoke Goods) and the Company shall be entitled to accept the same as being without defect. The Company shall have no responsibility for the quality or fitness of the Bespoke Goods for any particular purpose whether or not such purpose is made known to the Company.
3.3 Further with respect to Bespoke Goods, the Customer shall indemnify the Company 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 costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by the Company arising out of or in connection with any claim made against the Company for actual or alleged infringement of a third party’s Intellectual Property Rights arising out of or in connection with the Company’s use of the Goods Specification. This clause 3.2 shall survive termination of the Contract.
3.4 The Company reserves the right to amend the Goods Specification if required by any applicable statutory or regulatory requirement, and the Company shall notify the Customer in any such event.
4. Delivery of Goods
4.1 The Company shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after the Company notifies the Customer that the Goods are ready. If no place for delivery is specified in the Order, the Delivery Location shall be the Company’s premises.
4.2 Delivery of the Goods shall be completed on the completion of unloading of the Goods at the Delivery Location.
4.3 Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence. The Company 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 Company with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.4 If the Company 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 Company 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 Company with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.5 Where damage or loss to the Goods or any part occurs before delivery to the Customer, the Company undertakes (subject as provided below) to replace or, at its discretion, to repair free of charge the Goods or such part thereof as is so damaged or lost in which event time for delivery of the damaged or lost Goods shall be extended for such period as the Company shall reasonably require for such replacement or repair. The foregoing undertaking of the Company is conditional upon:
(a) the Customer giving written notice of such damage or loss to the Company with reasonable particulars thereof to the Company and to the carrier (if other than the Company) within 48 hours of receipt of the Goods (if damaged) or within 48 hours of receipt of the Company’s or the carrier’s delivery note (if lost); and
(b) the Customer, if requested by the Company and at the Customer’s cost, returning the Goods or any damaged part thereof to the Company’s premises (or such other address as the Company shall direct) within 5 Business Days of receipt.
4.6 If the Customer fails to take delivery of the Goods on the day the Goods are delivered to the Delivery Location, then except where such failure or delay is caused by a Force Majeure Event or by the Company’s failure to comply with its obligations under the Contract in respect of the Goods, the Company shall store the Goods until actual delivery takes place, and charge the Customer for all related costs and expenses (including storage and insurance).
4.7 If the Customer has failed to take delivery of the Goods within 10 Business Days of the date the Company first attempted to deliver the Goods to the Delivery Location, the Company may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage, insurance and selling costs, charge the Customer for any shortfall below the price of the Goods. The Company shall be under no obligation to account to the Customer for any excess over the price of the Goods achieved by the Company when reselling or disposing of the Goods.
4.8 The Company 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 Goods
5.1 The Company warrants that on delivery, and for a period of 6 months from the date of delivery (Warranty Period), the Goods shall conform in all material respects with the Goods Specification.
5.2 Subject to clause 5.3, if:
(a) the Customer gives notice in writing to the Company 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;
(b) the Company is given a reasonable opportunity of examining such Goods; and
(c) the Customer (if asked to do so by the Company) returns such Goods to the Company’s premises at the Customer’s cost, the Company shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
5.3 The Company shall not be liable for the Goods’ failure to comply with the warranty set out in clause 5.1 if:
(a) the Customer makes any further use of such Goods after giving a notice in accordance with clause 5.2;
(b) the defect arises because the Customer failed to follow the Company’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice regarding the same;
(c) the defect arises as a result of the Company following any drawing, design or specification supplied by the Customer;
(d) the Customer alters or repairs such Goods without the written consent of the Company;
(e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions; or
(f) the Goods differ from the Goods Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
5.4 Except as provided in this clause 5, the Company shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in clause 5.1.
5.5 These Conditions shall apply to any repaired or replacement Goods supplied by the Company.
6. Customer Parts
All Customer Parts shall be held by the Company entirely at the Customer’s risk and the Company shall not be liable for any loss or damage to such property whilst in the possession of the Company or in transit as aforesaid (unless such loss or damage is due directly to the negligence of the Company, its servants or agents). The Customer shall insure all property for all risks,
7. Title and risk
7.1 The risk in the Goods shall pass to the Customer on completion of delivery.
7.2 Title to the Goods shall not pass to the Customer until the Company receives payment in full (in cash or cleared funds) for the Goods and any other goods that the Company 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.
7.3 Until title to the Goods has passed to the Customer, the Customer shall:
(a) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Company’s property;
(b) not remove, deface, or obscure any identifying mark or packaging on or relating to the Goods;
(c) not install the Goods;
(d) not resell, use the Goods in the ordinary course of its business, charge, mortgage, deal with, or otherwise dispose of the Goods;
(e) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on the Company’s behalf from the date of delivery;
(f) notify the Company immediately if it becomes subject to any of the events listed in clause 16.1(b) to clause 16.1(d); and
(g) give the Company such information as the Company may reasonably require from time to time relating to:
(a) the Goods; and
(b) the ongoing financial position of the Customer.
8. Supply of Services
8.1 The Company shall supply the Services to the Customer in accordance with the Service Specification in all material respects.
8.2 The Company shall use all reasonable endeavours to meet any performance dates for the Services specified in the Order, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
8.3 The Company reserves the right to amend the Service Specification if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and the Company shall notify the Customer in any such event.
8.4 The Company warrants to the Customer that the Services will be provided using reasonable care and skill.
9. Inspection and tests
If the Customer requests tests other than the Company’s standard tests (if any) or those specified in any quotation or the Order, or tests in the presence of the Customer or its representatives, the Company may make an additional charge for carrying them out. In the event of any delay on the part of the Customer attending such tests after notice has been given that the Company is ready to carry out such tests, the tests will proceed in the Customer’s absence.
10. Customer’s obligations
10.1 The Customer shall:
(a) ensure that the terms of the Order and any information it provides in both the Service Specification and the Goods Specification are complete and accurate;
(b) co-operate with the Company in all matters relating to the Services;
(c) provide the Company, its employees, agents, consultants, and subcontractors, with access to the Customer’s premises, office accommodation and other facilities as reasonably required by the Company to provide the Services;
(d) provide the Company with such information and materials as the Company may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
(e) obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
(f) comply with all applicable laws, including health and safety laws;
(g) keep all materials, equipment, documents and other property of the Company (Company Materials) at the Customer’s premises in safe custody at its own risk, maintain the Company Materials in good condition until returned to the Company, and not dispose of or use the Company Materials other than in accordance with the Company’s written instructions or authorisation; and
(h) comply with any additional obligations as set out in the Service Specification or the Goods Specification or both.
10.2 If the Company’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 (Customer Default):
(a) without limiting or affecting any other right or remedy available to it, the Company shall have the right to suspend performance of the 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 Company’s performance of any of its obligations;
(b) the Company shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Company’s failure or delay to perform any of its obligations as set out in this clause 10.2; and
(c) the Customer shall reimburse the Company on written demand for any costs or losses sustained or incurred by the Company arising directly or indirectly from the Customer Default.
11. Charges and payment
11.1 The price for Goods:
(a) shall be the price set out in the Order or, if no price is quoted, the price set out in the Company’s published price list as at the date of the Order; and
(b) shall be exclusive of all costs and charges of packaging (cases, skids, drums, and other packing materials used), insurance, storage, transportation and delivery of the Goods, which shall be separately invoiced to the Customer.
11.2 The charges for Services shall be calculated thus:
(a) the charges shall be calculated in accordance with the Company’s fee rates, as set out in the Order;
(b) the Company shall be entitled to charge the Customer for for the cost of services provided by third parties and required by the Company for the performance of the Services, and for the cost of any materials.
11.3 The Company reserves the right to:
(a) increase the price of the Goods, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Goods to the Company that is due to:
(a) any factor beyond the control of the Company (including 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;
(c) the cost of any variation of or modification in the design or Goods Specification or any development requested by the Customer after the date of the Order;
(d) any delay caused by any instructions of the Customer in respect of the Goods or failure of the Customer to give the Company adequate or accurate information or instructions in respect of the Goods.
11.4 In respect of Goods, the Company shall invoice the Customer on or at any time after completion of delivery. In respect of Services, the Company shall invoice the Customer as set out in the Order, or if the Order is silent, at any time.
11.5 The Customer shall pay each invoice submitted by the Company:
(a) Within 30 days of the date of the invoice or in accordance with any credit terms agreed by the Company and confirmed in writing to the Customer; and
(b) in full and in cleared funds to a bank account nominated in writing by the Company, and time for payment shall be of the essence of the Contract.
11.6 The Company shall be entitled to insist that the Customer pay a deposit towards the price of the Goods or the charges for the Service. The amount of that deposit shall be set out in the Order, or otherwise communicated to the Customer in writing. The Company shall be under no obligation to accept the Order or either manufacture or supply the Goods or provide any of the Services until that deposit has been paid in full in cleared funds.
11.7 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Company to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Company, pay to the Company such additional amounts in respect of VAT as are chargeable on the supply of the Services or Goods at the same time as payment is due for the supply of the Services
11.8 If the Customer fails to make a payment due to the Company under the Contract by the due date, then, without limiting the Company’s remedies under clause 16, 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 11.8 will accrue each day at the interest rate set out in the Late Payment of Commercial Debts (Interest) Act 1988.
11.9 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).
12. Intellectual property rights
12.1 All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by the Company.
12.2 The Company grants to the Customer or shall procure the direct grant to the Customer of, a fully paidup, worldwide, non-exclusive, royalty-free licence during the term of the Contract to use the Deliverables in its business but for no other purpose.
12.3 The Customer shall not sub-license, assign or otherwise transfer the rights granted by clause 12.2.
12.4 The Customer grants the Company a fully paid-up, non-exclusive, royalty-free non-transferable licence to copy and modify any materials provided by the Customer to the Company for the term of the Contract for the purpose of providing the Services to the Customer.
13. Data protection
13.1 Both parties will comply with all applicable requirements of the Data Protection Legislation.
13.2 The Company may, at any time on not less than 30 days’ notice, revise this clause 13 by replacing it with any applicable controller to processor standard clauses or similar terms adopted under the Data Protection Legislation (which shall apply when replaced by attachment to the Contract).
14.1 Each party undertakes that it shall not at any time during the Contract, and for a period of two years after termination 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 14.2.
14.2 Each party may disclose the other party’s confidential information:
(a) to its employees, officers, representatives, contractors or subcontractors, or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with the Contract. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this clause 14; and (b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory
14.3 No party shall use any 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.
14.4 All drawings and diagrams prepared by the Company relating to the Services will contain information of a confidential nature which is and will remain the property of the Company at all times. The Customer undertakes that it will not use or disclose or permit to be used or disclosed (or otherwise use of made use of) any such information without the prior written consent of the Company.
15. Limitation of liability
15.1 References to liability in this clause 15 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
15.2 Nothing in the Contract limits any liability which 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 section 2 of the
Supply of Goods and Services Act 1982 (title and quiet possession); and
(d) defective products under the Consumer Protection Act 1987.
15.3 Subject to clause 15.2, the Company’s total liability to the shall not exceed the price paid by the Customer
for the Goods and/or Services provided or supplied.
15.4 The Company shall to the Customer’s in respect of any:
(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.
15.5 The Company has given commitments as to compliance of the Goods and Services with relevant specifications in clause 5 and clause 8. In view of these commitments, the terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
15.6 This clause 15 shall survive termination of the Contract.
16.1 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
(a) the other party commits a material breach of any term of the Contract and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
(b) the other party 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;
(c) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
(d) the other party’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.
16.2 Without affecting any other right or remedy available to it, the Company may terminate the Contract with immediate effect by giving written notice to the Customer if:
(a) the Customer fails to pay any amount due under the Contract on the due date for payment; or
(b) there is a change of Control of the Customer.
16.3 Without affecting any other right or remedy available to it, the Company may suspend the supply of Services or all further deliveries of Goods under the Contract or any other contract between the Customer and the Company if the Customer fails to pay any amount due under the Contract on the due date for payment, the Customer becomes subject to any of the events listed in clause 16.1(b) to clause 16.1(d), or the Company reasonably believes that the Customer is about to become subject to any of them.
17. Consequences of termination
17.1 On termination of the Contract:
(a) the Customer shall immediately pay to the Company all of the Company’s outstanding unpaid invoices and interest and, in respect of Services and Goods supplied but for which no invoice has been submitted, the Company shall submit an invoice, which shall be payable by the Customer immediately on receipt;
(b) the Customer shall return all of the Company Materials and any Deliverables or Goods which have not been fully paid for. If the Customer fails to do so, then the Company may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract.
17.2 Termination of the Contract shall not affect any rights, remedies, obligations, and liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
17.3 Any provision of the Contract that expressly or by implication is intended to have effect after termination shall continue in full force and effect.
18. Force majeure
The Company shall not 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 events, circumstances or causes beyond its reasonable control (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 more than six consecutive calendar months the Company may terminate the Contract by giving written notice to the Customer.
19.1 Assignment and other dealings
The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract.
(a) Any notice given to a party under or in connection with the Contract shall be in writing and shall be:
(a) 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
(b) sent by email to the email addresses for each party (or an address substituted in writing by the party to be served) set out in the Order.
(b) Any notice shall be deemed to have been received:
(a) if delivered by hand, at the time the notice is left at the proper address;
(b) if sent by first-class post, at 9.00 am on the second Business Day after posting; or if sent by email, at the time of transmission.
(c) 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.
19.3 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 or part provision of the Contract is deemed deleted under this clause
19.3 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the commercial result of the original provision.
(a) A waiver of any right or remedy is only effective if given in writing.
(b) 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.
19.5 No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.
19.6 Entire agreement.
(a) The Contract constitutes the entire agreement between the parties.
(b) 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.
19.7 Third party rights.
(a) 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. The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
19.8 Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is agreed in writing and signed by the parties (or their authorised representatives).
19.9 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 English law.
19.10 Jurisdiction. Each party irrevocably agrees that the courts of England 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.