Terms & Conditions
G.A. VALVES SALES LIMITED TERMS and CONDITIONS OF SALE
1 Interpretation
1.1 In these Terms:
“BUYER” means the person who accepts the Seller’s Written quotation for the sale of the Goods or whose Written order for the Goods is accepted by the Seller;
“GOODS” means the goods (including any instalment of the goods or any parts for them) which the Seller is to supply in accordance with these Terms;
“NCNR GOODS” means any Goods which are (a) expressly identified by the Seller as non-cancellable/non-returnable”, “special order”, “custom, “bespoke” or similar in Writing; or (b) manufactured, configured or modified by the Buyer’s specification or otherwise not part of the Seller’s standard stocked products; or (c) sourced specifically for the Buyer and not ordinarily held in stock by the Seller (including Goods subject to factory minimum order quantities or full manufacturer pack quantities); or (d) end-of-line, obsolete, imported to order, cut-to-length, non-standard finish, or otherwise not reasonably suitable for resale by the Seller;
“SELLER” means G.A. VALVES SALES LTD (registered in England under number 02535998); “CONTRACT” means the contract for the sale and purchase of the Goods;
“INCOTERMS” means the international rules for the interpretation of trade terms of the International Chamber of Commerce as in force at the date when the Contract is made;
“TERMS” means the standard terms of sale set out in this document and (unless the context otherwise requires) includes any special terms agreed in Writing between the Buyer and the Seller;
“WRITING/WRITTEN”, and any similar expression, includes facsimile and email transmission and comparable means of communication.
A reference in these Terms to a provision of a statute shall be construed as a reference to that provision as amended, re enacted or extended at the relevant time.
1.2 The headings in these Terms are for convenience only and shall not affect their interpretation.
2 Basis of the sale
2.1 The Seller shall sell and the Buyer shall purchase the Goods in accordance with the Seller’s Written quotation (if accepted by the Buyer), or the Buyer’s Written order (if accepted by the Seller), subject in either case to these Terms, which shall govern the Contract to the exclusion of any other terms.
2.2 Any terms or conditions contained in Buyer’s purchase order or other documentation, or any terms that the Buyer seeks to impose or incorporate, shall not apply to the Contract unless expressly agreed in Writing by a director of the Seller. Acceptance of any purchase order or acknowledgement thereof shall not imply acceptance of the Buyer’s terms. These Terms shall at all times prevail.
2.3 Any signature by the Seller on any purchase order or other Buyer document shall constitute acknowledgment of receipt only and shall not incorporate or accept any Buyer terms, nor vary these Terms, unless such variation is expressly agreed in Writing by a director of the Seller.
2.4 The Buyer’s Written order shall only be deemed to be accepted when the Seller issues a Written acknowledgement of the Buyer’s Written order, at which
point and on which date the Contract shall come into existence.
2.5 No variation to these Terms shall be binding unless agreed in writing between the authorised representatives of the Buyer and the Seller.
2.6 The Seller’s employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Seller in Writing. In entering into the Contract the Buyer acknowledges that it does not rely on any such representations which are not so confirmed, but nothing in these Terms affects the liability of either party for fraudulent misrepresentation.
2.7 Any advice or recommendation given by the Seller or its employees or agents to the Buyer or its employees or agents as to the storage, application or use of the Goods which is not confirmed in Writing by the Seller is followed or acted upon entirely at the Buyer’s own risk, and accordingly the Seller shall not be liable for any such advice or recommendation which is not so confirmed.
2.8 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.
3 Orders and specifications
3.1 No order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until confirmed in Writing by the Seller’s authorised representative by way of the Seller’s acknowledgement of order form. The Contract shall come into existence on the earlier of the date of the Seller’s acknowledgement of order form, or when the Seller proceeds with the order in accordance with the Buyer’s Written order.
3.2 The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Buyer, and for giving the Seller any necessary information relating to the Goods within a sufficient time to enable the Seller to perform the Contract in accordance with its terms.
3.3 The quantity, quality and description of the Goods and any specification for them shall be as set out in the Seller’s acknowledgment of order form (if the Buyer’s order is accepted by the Seller).
3.4 If the Goods are to be manufactured or any process is to be applied to the Goods by the Seller in accordance with a specification submitted by the Buyer, the Buyer shall indemnify the Seller against all loss, damages, costs and expenses awarded against or incurred by the Seller in connection with, or paid or agreed to be paid by the Seller in settlement of, any claim for infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person which results from the Seller’s use of the Buyer’s specification.
3.5 The Seller reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable UK or EU statutory requirements or, where the Goods are to be supplied to the Seller’s specification, which do not materially affect their quality or performance.
3.6 No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in Writing of the Seller and on terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs (including the cost of all labour and
materials used), damages, charges and expenses incurred by the Seller as a result of cancellation. 3.7 NCNR Goods
3.7.1 Once the Seller has issued its Written acknowledgement of order, the Buyer may not cancel, reschedule, defer, reduce quantities of, or otherwise vary an order for NCNR Goods without the Seller’s prior Written consent.
3.7.2 Due to the bespoke/made-to-order nature of NCNR Goods, it may not be possible for the Seller to re-sell the Goods. If the Buyer wishes to cancel the order for the NCNR Goods and the Seller fails to re-sell the Goods, the Buyer shall be liable for all costs, losses and expenses incurred by the Seller (including but not limited to third party supplier charges, costs of raw materials, work-in-progress, handling charges and reasonable overhead recovery), arising from the cancellation, costs incurred by the Seller may equal 100% of the value of the affected NCNR Goods. If the Seller is able to re-sell the NCNR Goods following cancellation by the Buyer, the Buyer will still be liable for any costs, losses and expenses incurred by the Seller arising from the cancellation, including costs incurred in arranging the resale (including but not limited to administration charges and margin erosion).
3.7.3 The Seller shall not accept returns of, or issue any credit or refund for, NCNR Goods except where the NCNR Goods are proven defective and the Buyer’s claim is valid under clause 8. Any return of NCNR Goods in such circumstances requires the Seller’s prior Written authorisation and a return material authorisation (RMA) number and the NCNR Goods must be unused, complete and in their original packaging. Unless otherwise agreed in Writing by the Seller, returns of NCNR Goods are at the Buyer’s cost and risk.
3.7.4 The Seller may require full or part prepayment for NCNR Goods. Any deposit or prepayment for NCNR Goods is non-refundable, save where the Seller cancels the order for its own convenience, or the Seller is unable to supply compliant NCNR Goods and the Buyer elects to cancel the order as a result.
3.7.5 Without prejudice to clause 6 and the Seller’s other rights, where the Buyer fails to take delivery of NCNR Goods when due, the Seller may store them at the Buyer’s cost and risk, invoice them as delivered, and recover all associated storage, insurance and handling costs from the Buyer.
3.7.6 Nothing in this clause 3.7 excludes or limits any statutory rights which cannot be excluded or limited.
4 Price of the goods
4.1 The price of the Goods shall be the Seller’s quoted price as confirmed in the acknowledgement of order form or, where no price has been quoted (or a quoted price is no longer valid), the price listed in the Seller’s published price list current at the date of acceptance of the order. Where the Goods are supplied for export from the United Kingdom, the Seller’s published export price list shall apply. All prices quoted are valid for 30 days only or until earlier acceptance by the Buyer, after which time they may be altered by the Seller without giving notice to the Buyer.
4.2 The Seller reserves the right, by giving Written notice to the Buyer at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture), any change in delivery
dates, quantities or specifications for the Goods which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions.
4.3 Except as otherwise stated in the Seller’s Written quotation or in any price list of the Seller, and unless otherwise agreed in Writing between the Buyer and the Seller, all prices are given by the Seller on an ex works basis, and where the Seller agrees to deliver the Goods otherwise than at the Seller’s premises, the Buyer shall be liable to pay the Seller’s charges for transport, packaging and insurance.
4.4 The price is exclusive of any applicable value added tax, which the Buyer shall be additionally liable to pay to the Seller.
5 Terms of payment
5.1 Subject to clause 5.4 and any special terms agreed in Writing between the Buyer and the Seller, the Seller may invoice the Buyer for the price of the Goods on or at any time after delivery of the Goods, unless the Goods are to be collected by the Buyer or the Buyer wrongfully fails to take delivery of the Goods, in which event the Seller shall be entitled to invoice the Buyer for the price at any time after the Seller has notified the Buyer that the Goods are ready for collection or (as the case may be) the Seller has tendered delivery of the Goods.
5.2 The Buyer shall subject to clause 5.4 pay the price of the Goods within 45 days of the date of the Seller’s invoice, and the Seller shall be entitled to recover the price, notwithstanding that delivery may not have taken place and the property in the Goods has not passed to the Buyer. The time of payment of the price shall be of the essence of the Contract. Receipts for payment will be issued only upon request.
5.3 If the Buyer fails to make any payment on the due date then, without limiting any other right or remedy available to the Seller, the Seller may:
5.3.1 cancel the contract or suspend any further deliveries to the Buyer;
5.3.2 appropriate any payment made by the Buyer to such of the Goods (or the goods supplied under any other contract between the Buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer); and
5.3.3 charge the Buyer interest (both before and after any judgment) on the amount unpaid, at the rate of 4 per cent per annum above Lloyds TSB Bank pie base rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).
5.4 The Seller reserves the right at its absolute discretion to demand payment in full of the price for the Goods at any time prior to delivery of the Goods, whereupon the Buyer shall pay the price for the Goods prior to the estimated date for delivery of the Goods.
6 Delivery
6.1 Delivery of the Goods shall be completed when the Buyer collects the Goods at the Seller’s premises at any time after the Seller has notified the Buyer that the Goods are ready for collection or, if some other place for delivery is agreed between the Seller and the Buyer, by the Seller delivering the Goods to that place. Where the Seller agrees to deliver the Goods otherwise than at the Seller’s premises, the Seller shall be under no obligation under Section 32(2) of the Sale of Goods Act 1979.
6.2 Any dates quoted for delivery of the Goods are approximate only and the Seller shall not be liable for any delay in delivery of the Goods however caused. Time for delivery shall not be of the essence of the Contract unless previously agreed by the Seller in Writing. The Goods may be delivered by the Seller in advance of the quoted delivery date on giving reasonable notice to the Buyer.
6.3 Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments in accordance with these Terms or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated.
6.4 If the Seller fails to deliver the Goods (or any instalment) for any reason other than any cause beyond the Seller’s reasonable control or the Buyer’s fault, and the Seller is accordingly liable to the Buyer, the Seller’s liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Goods.
6.5 If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer’s reasonable control or by reason of the Seller’s fault) then, without limiting any other right or remedy available to the Seller, the Seller may:
6.5.1 store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage; or
6.5.2 sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under the Contract or charge the Buyer for any shortfall below the price under the Contract.
7 Risk and property
7.1 Risk of damage to or loss of the Goods shall pass to the Buyer:
7.1.1 in the case of Goods to be collected by the Buyer from the Seller’s premises, at the time when the Seller notifies the Buyer that the Goods are available for collection; or
7.1.2 in the case of Goods to be delivered to a location agreed by the Buyer and the Seller, at the time of delivery or, if the Buyer fails to take delivery of the Goods, at the time when the Seller has tendered delivery of the Goods.
7.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Terms, the property in the Goods (even if affixed to other goods of the Buyer or a third party) shall not pass to the Buyer until the earlier of:
7.2.1 the Seller has received payment in full (in cash or cleared funds) for the Goods, and for any other goods agreed to be sold by the Seller to the Buyer for which payment is then due, in which case title to the Goods shall pass at the time of payment of all such sums; and
7.2.2 the Buyer resells the Goods in which case title to the Goods shall pass to the Buyer at the time specified in clause 7.4.
7.3 Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Seller’s fiduciary agent and bailee, and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Seller’s property.
7.4 Subject to clause 7.5, the Buyer may resell or use the Goods in the ordinary course of its business (but not otherwise) before the Seller receives payment for the Goods so long as the Buyer does so as principal and not the Seller’s agent. In this case, title to the Goods shall pass to the Buyer immediately before the time at which resale by the Buyer occurs.
7.5 Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold), the Seller may at any time require the Buyer to deliver up the Goods to the Seller and, if the Buyer fails to do so forthwith, enter on any premises of the Buyer or any third party where the Goods are stored and repossess the Goods.
7.6 The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Seller, but if the Buyer does so all moneys owing by the Buyer to the Seller shall (without limiting any other right or remedy of the Seller) become immediately due and payable.
8 Liability
8.1 The Seller warrants that on delivery and for a period of 12 months from the date of delivery, the Goods shall confirm (in all material respects) with their description or any drawing, design or specification supplied by the Buyer and be free from material defects in design, material and workmanship.
8.2 The Seller shall be under no liability in respect of any defect in the Goods arising from any drawing, design or specification supplied by the Buyer.
8.3 The Seller shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Seller’s instructions (whether oral or in Writing), misuse or alteration or repair of the Goods without the Seller’s approval.
8.4 Subject as expressly provided in these Terms, , all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
8.5 A claim by the Buyer which is based on any defect in the quality or condition of the Goods or their failure to correspond with specification shall (whether or not delivery is refused by the Buyer) be notified to the Seller within seven days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. If delivery is not refused, and the Buyer does not notify the Seller accordingly, the Buyer shall not be entitled to reject the Goods and the Seller shall have no liability for such defect or failure, and the Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract.
8.6 Where a valid claim in respect of any of the Goods which is based on a defect in the quality or condition of the Goods or their failure to meet specification is notified to the Seller in accordance with these Terms, the Seller may replace the Goods (or the part in question) free of charge or, at the Seller’s sole discretion, refund to the Buyer the price of the Goods (or a proportionate part of the price), in which case the Seller shall have no further liability to the Buyer.
8.7 Except in respect of death or personal injury caused by the Seller’s negligence, or liability for defective products under the Consumer Protection Act 1987, the Seller shall not be liable to the Buyer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for loss of profit or for any indirect, special or consequential loss or damage, costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of the Seller, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods (including any delay in supplying or any failure to supply the Goods in accordance with the Contract or at all) or their use or resale by the Buyer, and the entire liability of the Seller under or in connection with the Contract shall not exceed the price of the Goods, except as expressly provided in these Terms. 8.8 The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Seller’s obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Seller’s reasonable control. Without limiting the foregoing, the following shall be regarded as causes beyond the Seller’s reasonable control:
8.8.1 Act of God, explosion, flood, tempest, fire or accident;
8.8.2 war or threat of war, sabotage, insurrection, civil disturbance or requisition;
8.8.3 acts, restrictions, regulations, bye laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
8.8.4 import or export regulations or embargoes;
8.8.5 strikes, lock outs or other industrial actions or trade disputes (whether involving employees of the Seller or of a third party);
8.8.6 difficulties in obtaining raw materials, labour, fuel, parts or machinery;
8.8.7 power failure or breakdown in machinery.
8.9 Subject to clause 8.7, the Seller’s total liability to the Buyer:
8.9.1 for damages to premises, equipment or other property damage due to defective Goods shall not exceed £500,000 for any one default or series of connected defaults;
8.9.2 for all other loss or damage which does not fall within (a) shall not exceed the value of the relevant Goods as set out in the Seller’s acknowledgement of order.
8.10 Any advice, recommendation, information or assistance provided by the Seller, its employees or agents in connection with the specification, selection, suitability, application, installation or use of the Goods is given in good faith based on the information made available by the Buyer. Where the Seller has advised, recommended or otherwise indicated that a particular specification, material or application is unsuitable or not recommended, and the Buyer elects to proceed contrary to such advice or recommendation, the Seller shall not be liable for any resulting loss, damage, defect, failure or cost arising directly or directly from such decision. The Buyer shall indemnify and hold the Seller harmless against all claims, losses, damages and costs arising from the Buyer’s failure to follow such advice or recommendation.
8.11 All references to “liability” in this clause 8 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence) or otherwise.
9 Indemnity
9.1 If a claim is made against the Buyer that the Goods infringe or that their use or resale infringes the patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person, then unless the claim arises from the use of a drawing, design or specification supplied by the Buyer, the Seller shall indemnify the Buyer against all loss, damages, costs and expenses awarded against or incurred by the Buyer in connection with the claim, or paid or agreed to be paid by the Buyer in settlement of the claim, provided that:
9.1.1 the Seller is given full control of any proceedings or negotiations in connection with the claim;
9.1.2 the Buyer shall give the Seller all reasonable assistance for the purposes of any such proceedings or negotiations;
9.1.3 except pursuant to a final award, the Buyer shall not
pay or accept the claim, or compromise any such proceedings without the consent of the Seller (which shall not be unreasonably withheld);
9.1.4 the Buyer shall do nothing which would or might vitiate any policy of insurance or insurance cover which the Buyer may have in relation to such infringement, and this indemnity shall not apply to the extent that the Buyer recovers any sums under any such policy or cover (which the Buyer shall use its best endeavours to do);
9.1.5 the Seller shall be entitled to the benefit of, and the Buyer shall accordingly account to the Seller for, all damages and costs (if any) awarded in favour of the Buyer which are payable by, or agreed with the consent of the Buyer (which consent shall not be unreasonably withheld) to be paid by, any other party in respect of any such claim; and
9.1.6 without limiting any duty of the Buyer at common law, the Seller may require the Buyer to take such steps as the Seller may reasonably require to mitigate or reduce any such loss, damages, costs or expenses for which the Seller is liable to indemnify the Buyer under this clause.
10 Termination
10.1 Without limiting any other right or remedy available to the Seller, the Seller may terminate the Contract or suspend any further deliveries under the Contract without any liability to the Buyer, if:
10.1.1 the Buyer makes a voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or
10.1.2 an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer; or
10.1.3 the Buyer ceases, or threatens to cease, to carry on business; or
10.1.4 the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly;
10.1.5 the Buyer commits a material breach of any term of the Contract and (if such breach is remediable) fails to remedy that breach within 14 days of it being notified in Writing to do so;
10.1.6 the Buyer fails to pay any amount due under this Contract on the due date for payment.
10.2 On termination of the Contract for any reason the Buyer shall pay the Seller for all Goods that have been delivered and invoiced for but not paid for, including interest, and, in respect of Goods delivered but for which no invoice has been submitted, the Seller shall submit an invoice, which the Buyer shall pay immediately on receipt. For any Goods that have been ordered but not delivered, the Buyer shall pay the Seller all costs, losses, liabilities and expenses incurred by the Seller in (including supplier charges, costs of raw materials, work-in-progress, handling charges and reasonable overhead recovery.
10.3 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.
10.4 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.
11 Export terms
11.1 Unless the context otherwise requires, any term or expression which is defined in or given a particular
meaning by the provisions of Incoterms shall have the same meaning in these Terms, but if there is any conflict between the provisions of Incoterms and these Terms, the latter shall prevail.
11.2 Where the Goods are supplied for export from the United Kingdom, the provisions of this clause 11 shall (subject to any special terms agreed in Writing between the Buyer and the Seller) apply notwithstanding any other provision of these Terms.
11.3 The Buyer shall be responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination and for the payment of any duties on them.
11.4 Unless otherwise agreed in Writing between the Buyer and the Seller, the Goods shall be delivered ex-works and the Seller shall be under no obligation to give notice under section 32(3) of the Sale of Goods Act 1979.
12 General
12.1 A notice required or permitted to be given by either party to the other under these Terms shall be in Writing addressed to that other party at its registered office or principal place of business or such other address (including email address) as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
12.2 The Buyer shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes, initiatives, and other information of a confidential nature disclosed by the Seller, its employees, agents, or subcontractors, and any other information concerning the Seller’s business, products, or services which the Buyer may obtain. The Buyer shall restrict disclose of such confidential information to such of its employees, agents, subcontractors or professional advisors that need to know for the purpose of discharging the Buyer’s obligations under the Contract and shall ensure that such persons are bound by equivalent obligations of confidentiality. The Buyer may only disclose the Seller’s confidential information as may be required by law, a court of competent jurisdiction or any government or regulatory authority and shall not use the Seller’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.
12.3 No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.
12.4 If any provision or part-provision of the Contract is held by a court or other competent authority to be invalid, illegal or unenforceable in whole or in part, it shall be deleted, but that shall not affect the validity of the other provisions of the Contract and the remainder of the provision in question shall not be affected. If any provision or part-provision is deemed deleted under this clause 12.4, the Seller and Buyer 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.
12.5 The Seller may at any time assign, mortgage, charge, subcontract, delegate, or deal in any other manner with any or all of its rights and obligations under the Contract without the Buyer’s consent, though the Seller will give Written notice of such dealing to the Buyer. The Buyer shall not assign, mortgage, charge, subcontract, delegate, or deal in any other manner with any or all of its rights and obligations under the Contract without the prior Written consent of the Seller.
12.6 The Contract constitutes the entire agreement between the parties and 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 tis not set out in the Contract. The Seller and the Buyer agree that it has no claim for innocent or negligent misrepresentation based on any statement in this Contract.
12.7 The Contract does not give rise to any rights under the Contract (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
12.8 The Contract and any dispute or claim (including non-contractual disputes or claim) arising out of or in accordance with its subject matter or formation shall be governed by the laws of England and Wales, and the Buyer and the Seller agree to submit to the exclusive jurisdiction of the courts of England and Wales.