TERMS AND CONDITIONS

Fujikura Europe Limited Standard Terms & Conditions for Sale and Supply of Goods and Services.

PLEASE READ THESE TERMS OF SALE CAREFULLY BEFORE PLACING YOUR ORDER AND  KEEP A COPY OF THESE TERMS AND YOUR ORDER FOR FUTURE REFERENCE

1. Definitions 
In these Conditions: 
Buyer means the person, firm or company whose order is accepted by the Seller.
Contract means the contract for the supply of goods and/or services which comprises these Conditions and the SOA.
Conditions means the terms and conditions set out in this document as amended from time to time in accordance with Clause 23. 
Force Majeure Event has the meaning given to it in Clause 13. 
Goods means the goods that are the subject of this Contract and which are further described in the SOA. 
Incoterms means Incoterms 2020 as issued by the International Chamber of Commerce.
Services are to the services that are the subject of this Contract and which are further described in the SOA. 
Seller means Fujikura Europe Ltd (registered no, 02237808) whose registered office is at C51 Barwell Business Park, Leatherhead Road, Chessington, Surrey, KT9 2NY, UK. SOA means the sales order acknowledgement issued by the Seller to the Buyer to which these terms and 
conditions apply. 
Specification means any specification for the Goods, including any related plans and drawings, that is agreed in writing between the Buyer and the Seller. 
VAT means value added tax or any equivalent tax chargeable in the UK or elsewhere.
Writing means in writing and signed by an authorised signatory of the Seller. 

2. Contract Terms 
2.1 All contracts shall be deemed to incorporate these Conditions which represent the complete Contract of the Seller and Buyer except: 
2.1.1 for Contracts or parts of contracts where  Seller supplies the services of a field engineer or hires installation equipment to the Buyer where Seller's Terms and Conditions for the Supply of Field Engineers shall be incorporated into the Contract and shall take precedence over these Conditions in matters relating to the services of a field engineer or to the hire of installation equipment as the case may be; or 
2.1.2 as otherwise specifically agreed in Writing. 
2.2 Without prejudice to Clause 2.1.1 and 2.1.2 these Conditions shall govern the Contract to the exclusion of any other terms and conditions stipulated, incorporated, or referred to by the Buyer in any order, correspondence, negotiations or any other way. 

3. Acceptance
No order by the Buyer shall be deemed to be accepted by the Seller unless and until confirmed by an official SOA unless the Seller's quotation specifies that it is a bid in response to an invitation for bids in which event the order or award shall constitute acceptance of the bid in accordance with the bid terms. Accepted orders cannot be cancelled except where agreed in Writing, and on terms that the Buyer shall indemnify the Seller in full against all loss (including lost profit), costs (including the cost of labour and materials used), damages, charges and expenses incurred by the seller as a result of cancellation. Where an export licence is required in order to permit the Seller to supply the Goods acceptance is conditional on the grant of an export licence from the relevant country from which the goods are exported and any other connected countries where an export licence is required from time to time.  Where the Buyer has been notified by Fujikura of specific export control restrictions or where the law or regulations change to introduce new or varied such restrictions the Buyer shall ensure it fully complies with such restrictions and shall indemnify and hold harmless Fujikura if the Buyer's export or dealing in the Goods  and Services  causes any loss or damage to Fujikura arising from breach of export control legislation.  Fujikura’s Export and Trade Compliance terms and conditions are hereby incorporated by reference and are available at https://www.fujikura.co.uk/contentpage/export-control/  

4. Specification, Quantities etc. 
4.1 Where the Seller supplies Goods or Services that are not to its standard specifications the Seller relies upon the Buyer supplying all necessary relevant and accurate specifications particulars and information. Any errors or omissions contained in such specification particulars and information supplied at any time resulting in any loss or damage to the Buyer shall be the Buyer's sole responsibility. Any drawings, illustrations, specifications or other material submitted by the Seller to the Buyer remain the property of the Seller and must not be communicated to a third party without the Seller’s consent in Writing. 
4.2  The Buyer shall accept the supply of a quantity (whether more or less) within  5% of the stipulated amount for cable orders and/or electronic component orders from the Seller unless otherwise stated on the SOA and for other Goods as may be stated on the SOA . In such circumstances the invoice value of the Goods shall be subject to a corresponding adjustment and the Buyer shall pay the adjusted value. Subject as aforesaid, the prices quoted are for quantities and dispatch conditions stipulated in the SOA or quotation and do not necessarily hold good for other quantities or for different conditions of dispatch. 

5. Prices 
5.1 The price for the supply of the Goods and/or Services shall: 
5.1.1 be as set out in the SOA (Price). The Price does not include costs that may arise from the requirement for type testing, bonds and guarantees, extra documentation, pre-shipment inspections or factory acceptance inspections or any other costs not expressly set out in the SOA; 
5.1.2 exclude VAT or any other tax or surcharge imposed by any competent authority upon or in relation to the supply of any Goods or Services subject to these Conditions; and 
5.1.3 exclude the costs and charges of carriage, insurance and transport of the Goods, which shall be invoiced to the Buyer where the Seller is responsible for carriage except where the order is to be transacted on Incoterms noted on the SOA being an Incoterm where the seller is responsible for  any or all of  carriage, insurance and duty . 
5.2 The Price includes all royalties, licence fees or similar expenses arising from the use of any intellectual property necessary to perform the Contract. 
5.3 if at any time hereafter the date of the SOA or quotation and the date of delivery of Goods or provision of the Services there shall be a rise or fall in the cost of labour or in the cost of materials or any components (where supplied by a contractor) or in the cost of transport or in the cost of any service necessary for the completion of the order and any such rise and fall affects the Seller's cost of performing the order, the Seller shall be entitled to make the corresponding adjustment to the quoted price. 
5.4 Where the currency being transacted in suffers a depreciation of more than 5% from the date of the SOA Seller may adjust the Price by the amount of such depreciation.

6. Customs, Duties & Taxes 
6.1 All customs and excise duties import and/or export duties and all other taxes tariffs and surcharges of any nature whatsoever now or hereafter levied or imposed in any country or territory either directly or indirectly in respect of the supply of the Goods or Services shall be borne by the Buyer and are payable in addition to the Price. 
6.2 The Buyer shall additionally be liable to pay to the Seller at the prevailing rate any amounts in respect of value added tax (VAT), subject to the receipt of a valid VAT invoice.

7. Payment Terms
7.1 The Buyer shall pay the Price in full within the period stated within the payment terms on the SOA   and if not specified within 30 days of the date of the Seller’s invoice. Time of payment shall be of the essence. The SOA will state if a letter of credit is required in which case the Seller will not be obliged to carry out any part of the Contract until such letter of credit is provided to the satisfaction of the Seller. 
7.2 If payment is not made on the due date, the Seller shall be entitled, without limiting any other rights it may have, to charge interest on the outstanding amount (both before and after any judgement) at the rate of 4 % above the Bank of England base rate from time to time from the due date until the outstanding amount is paid in full. 
7.3 The Buyer shall not be entitled to withhold the whole or part of the payment due for Good or Services on the grounds of any alleged defect or any other claim whatsoever against the Seller unless the defect or other claim is recognised by the Seller and the Seller agrees to such a retention. 

8. Delivery 
8.1 Unless otherwise set out in the SOA, all sales are ex works (Incoterms) from the Seller's premises named on the SOA and delivery of the Goods to the carrier shall constitute delivery thereof to the Buyer. Time of delivery is not of the essence and any period or date for delivery or performance under the Contract is approximate only and is not a contractual commitment. 
8.2 Supplier cable will be supplied on non-returnable wooden drums in pre-determined quantities (lengths). Cables will be supplied either machine wound or layer wound. Unloading the materials and disposing of any materials is the responsibility of the Buyer and other Goods unless so stated on the SOA. Unless otherwise agreed in Writing the metre quantity is supplied with an invoicable tolerance per individual drum of +5%/ -5% and delivery of cable within this tolerance shall be deemed to be delivery of the contractual amount. 
8.3 If the Seller fails to deliver the Goods, its liability shall be limited to the Price of the Goods subject always to clause 12 below. The Seller 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 Buyer’s failure to provide the Seller with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods. 
8.4 If the Buyer fails to take or accept delivery of the Goods within three Business Days of the Seller notifying the Buyer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or the Seller's failure to comply with its obligations under the Contract: 
8.4.1 delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day after the day on which the Seller notified the Buyer that the Goods were ready; and 8.4.2 the Seller shall store the Goods until delivery takes place, and charge the Buyer for all related costs and expenses (including insurance). 
8.5 If ten Business Days after the day on which the Seller notified the Buyer that the Goods were ready for delivery the Buyer has not taken or accepted delivery of them, the Seller may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Buyer for any excess over the price of the Goods or charge the Buyer for any shortfall below the price of the Goods. During such period as the Buyer refuses to take the Goods or provide forwarding instructions the Seller is entitled to store, or arrange storage of, the Goods at  the cost and  risk of the Buyer in addition to its right of sale in this clause 8.5. 
8.6 The Seller may deliver the Goods by instalments, which shall be invoiced and paid for separately. Any delay in delivery or defect in an instalment shall not entitle the Buyer to cancel any other instalment. 
8.7 On delivery the Buyer shall inspect the Goods and after performance of the Services inspect the Services and at the latest 3 days after delivery / performance notify the Seller of any deficiencies. Endorsement of a carrier's delivery note shall not be sufficient for this purpose.

9. Invoicing 
The Seller shall invoice the Buyer in respect of the supply of Goods at the earlier of the following dates: the date the Goods are shipped or the date the Goods are ready for shipment if they are held at the Seller's factory by instructions of the Buyer or for lack of shipping instructions from the Buyer (or such other dates if specified in the SOA). The Seller shall invoice the Buyer for the supply of Services at the earlier of the following dates: the date of the commencement of performance, or the date indicated in the Contract if performance is delayed by the instructions of the Buyer or by some other reason beyond the control of the Seller. 

10. Passing of Risk and Title
10.1 The risk in the Goods shall pass to the Buyer on completion of delivery or if earlier when placed at the Buyer's disposal. 
10.2 Title to the Goods shall not pass to the Buyer until the earlier of: 
10.2.1 the Seller receives payment in full (in cash or cleared funds) for the Goods and any other goods that the Seller has supplied to the Buyer in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums; and 
10.2.2 the Buyer resells the Goods, in which case title to the Goods shall pass to the Buyer at the time specified in clause 10.4. 
10.3 Until title to the Goods has passed to the Buyer, the Buyer shall: 
10.3.1 store the Goods separately from all other goods held by the Buyer so that they remain readily identifiable as the Seller's property; 
10.3.2 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;  
10.3.3 maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery; 
10.3.4 notify the Seller immediately if it becomes subject to any of the events listed in clause 15; and 10.3.5 give the Seller such information relating to the Goods as the Seller may require from time to time.  
10.4 Subject to clause 10.5, 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. However, if the Buyer resells the Goods before that time: 
10.4.1 it does so as principal and not as the Seller’s agent; and 
10.4.2 title to the Goods shall pass from the Seller to the Buyer immediately before the time at which resale by the Buyer occurs. 
10.5 If before title to the Goods passes to the Buyer the Buyer becomes subject to any of the events listed in clause 15.1.2 - 15.1.4 , then, without limiting any other right or remedy the Seller may have: 
10.5.1 the Buyer's right to resell the Goods or use them in the ordinary course of its business ceases immediately; and 
10.5.2 the Seller may at any time: 
10.5.2.1 require the Buyer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product; and 
10.5.2.2 if the Buyer fails to do so promptly, enter any premises of the Buyer or of any third party where the Goods are stored in order to recover them. 

11. Warranties and Liabilities 
11.1 The Seller warrants that on delivery, and for a period of 12 months unless otherwise specified on the SOA from the date of delivery (warranty period), the Goods shall: 11.1.2 subject as provided below conform in all material respects with their description and any applicable Specification; and  
11.1.3 be free from material defects in design, material and workmanship; and 
11.1.4 be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and 11.1.5 be fit for any purpose held out by the Seller in Writing. 
11.2 Subject to clause 11.3, if: 
11.2.1 the Buyer gives notice in writing to the Seller during the warranty period within three days of discovery that some or all of the Goods do not comply with the warranty set out in clause 11.1;  
11.2.2 the Seller is given a reasonable opportunity of examining such Goods; and 11.2.3 the Buyer (if asked to do so by the Seller) returns such Goods to the Seller's place of business at the Buyer's cost, the Seller shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full, but shall not be responsible for the cost of any re-installation or any other related Services. 
11.3 The Seller shall not be liable for the Goods' failure to comply with the warranty set out in clause 11.1 in any of the following events: 
11.3.1 the Buyer makes any further use of such Goods after giving notice in accordance with clause 11.2; 
 11.3.2 the defect arises because the Buyer failed to follow the Seller's oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same; 
11.3.3 the defect arises as a result of the Seller following any drawing, design or Specification supplied by the Buyer; 
11.3.4 the Buyer alters or repairs such Goods without the written consent of the Seller; 11.3.5 the defect arises as a result of fair wear and tear, wilful damage, negligence, abnormal use or storage, or working conditions; or 
11.3.6 the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements. 
Unless agreed in Writing all descriptions, Specifications, drawings and particulars of weights and dimensions contained in the Seller's catalogues, brochures, price lists, data sheets, manuals, website  or other published matter are approximate only and do not form part of any contract nor give rise to any independent or collateral liability by the Seller and merely present a general indication of the particular Goods or Services. 11.3.7 Except as provided in this clause 11, the Seller shall have no liability to the Buyer in respect of the Goods' failure to comply with the warranty set out in clause 11.1. 11.3.8 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract. 
11.3.9 These Conditions shall apply to any repaired or replacement Goods supplied by the Seller. 
11.4 Services will be provided with reasonable care and skill. Where any Services are held to be defective, the Seller limits its liability to the reinstallation of the Goods or re-performance of the Services only or refund of the price at its option, subject to clause 12 below. 
11.5 Nothing in these Conditions shall limit statutory rights of a consumer Buyer where the Seller is not permitted to limit or exclude such rights of a consumer.

12. Limitation of Liability 
12.1 Nothing in these Conditions shall limit or exclude the Seller's liability for: 
12.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable); 
12.1.2 fraud or fraudulent misrepresentation; 
12.1.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979; or 12.1.4 any matter in respect of which it would be unlawful for the Seller to exclude or restrict liability. 
12.2 Subject to clause 12.1: 
12.2.1 the Seller shall under no circumstances whatsoever be liable to the Buyer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any: 
          12.2.1.1     loss of profit; or
          12.2.1.2     loss of use of the Goods; or
          12.2.1.3     loss of goodwill; or
          12.2.1.4     loss of business; or
          12.2.1.5     loss of business opportunity; or
          12.2.1.6     loss of anticipated saving; or
          12.2.1.7     loss of corruption of data or information; or
          12.2.1.8     cost of reinstallation of the Goods; or
          12.2.1.9     special, indirect or consequential damage, or any other indirect or consequential loss arising under or in connection with the Contract; and 
12.2.2 the Seller's total liability to the Buyer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the value of the Goods and/or Services subject to the Contract. 
12.3 These Conditions reflect the insurance cover which the Seller holds. The Buyer is advised to effect its own insurance if it seeks further protection against loss or alternatively to negotiate with the Seller with the view to the Seller accepting greater liability to be covered by insurance in consideration for an increase in the price. 

13. Force Majeure 
13.1 The Seller does not accept any liability incurred under the Contract wherever and to the extent to which the fulfilment of the Seller's obligations is prevented frustrated impeded and/or damaged due to any cause whatever beyond the control of the Seller, such to include, without prejudice to the generality of the following: 
13.1.1 act of God, fires, floods, volcanos, explosions, disease, pandemic (whether local or international) or other similar events 
13.1.2 wars, riots, terrorist attacks, civil commotion, embargoes, governmental regulations or inability to obtain necessary materials from the Seller's usual sources of supply; 
13.1.3 shortage of transport facilities or delays in transit 13.1.4 existing or future strikes or other labour troubles affecting the performance hereof whether involving the Seller's employees or employees of others and regardless of the responsibility or fault on the part of the employers; or 
13.1.5 failure in whole or in part of power supplies

14. Indemnity 
The Buyer agrees to indemnify the Seller against any loss, damage, costs (including legal costs), claims or expenses incurred by the Seller in respect of any liability established against the Seller by a third party arising out of or in connection with the Contract. When Goods are made or adapted by the Seller in accordance with the Buyer's specifications, the Buyer shall promptly fully and effectively indemnify and keep indemnified the Seller against all costs (including legal costs), claims and expenses incurred by the Seller in respect of the infringement or alleged infringement by such Goods of any patents, registered designs, trade marks, copyright  or other rights belonging to third parties.

15. Termination 
15.1 Without limiting its other rights or remedies, the Seller may terminate this Contract with immediate effect by giving written notice to the Buyer if: 
15.1.1 the Buyer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so; 
 15.1.2 the Buyer 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), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; 
15.1.3 the Buyer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or 
15.1.4 the Buyer's financial position deteriorates to such an extent that in the Seller's opinion the Buyer's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.  
15.2 Without limiting its other rights or remedies, the Seller may suspend provision of the Goods under the Contract or any other contract between the Buyer and the Seller if the Buyer becomes subject to any of the events listed in clause 15.1.1 to clause 15.1.4, or the Seller reasonably believes that the Buyer is about to become subject to any of them, or if the Buyer fails to pay any amount due under this Contract on the due date for payment. 
15.3 Without limiting its other rights or remedies, the Seller may terminate the Contract with immediate effect by giving written notice to the Buyer if the Buyer fails to pay any amount due under the Contract on the due date for payment or at its option suspend supplies of Goods or Services until full payment has been made for any Goods or Services due from Buyer to Seller. 
15.4 On termination of the Contract for any reason the Buyer shall immediately pay to the Seller all of the Seller's outstanding unpaid invoices and interest. 
15.5 Termination of the Contract 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 this Contract that existed at or before the date of termination. 
15.6 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.

16. Delivery by Instalments 
Where goods are to be delivered by instalments each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the whole contract as repudiated.

17. Buyer's Property 
Any material or property of the Buyer or material or property supplied to the Seller by or on behalf of the Buyer is supplied entirely at the Buyer's risk and the Seller will not be liable or held responsible for any loss or damage to such material or property whether or not attributable to the acts, defaults or negligence of the Seller or any of the Seller's employees or agents. The Buyer shall not supply to the Seller any property or materials which is not legally entitled to pass to the Seller and shall indemnify the Seller for all third party claims against the Seller arising from breach of this clause.

18. Disposal of Waste
The Buyer shall be responsible for the safe disposal (in accordance with all applicable laws from time to time in force) of all waste materials that arise from or are comprised in the Goods and shall indemnify the Seller against all loss, damage, costs (including legal and other professional fees on an indemnity basis), claims or expenses incurred by the Seller as a result of the breach or non observance by the Buyer of its obligations under this clause. The Seller will at the request of the Buyer provide to the Buyer all information which the Buyer reasonably requires in order to comply with its obligations under this clause.

19.  Confidential Information and Intellectual Property Rights 
19.1 Each party undertakes that it shall not at any time during this Contract and after it ends disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 19.2. 19.2 Each party may disclose the other party's confidential information: 
19.2.1 to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the party's obligations under this 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 19; and 19.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority. 
19.3 No party shall use any other party's confidential information for any purpose other than to perform its obligations under this Contract. 
19.4 This clause applies in addition to any non-disclosure agreement between the Seller and the Buyer ("NDA") and in the events of conflicts such NDA shall prevail. 
19.5 The Seller retains ownership of all intellectual property rights including patents, copyright, registered designs and trademarks ("IPR") in the Goods and Services including any IPR specifically made on a bespoke basis for the Buyer unless otherwise stated on the SOA.

20. Data Protection
The Buyer shall not send to the Seller any personal data as defined in the Data Protection Act 2018 and UKGDPR ("the Data Laws") unless it is permitted to so under the Data Laws and shall handle all personal data of the Seller strictly in accordance with the Data Laws and Seller's data protection policy on its website from time to time  and equivalent laws in the Buyer's jurisdiction.

21. Assignment and Other Dealings 
The Buyer 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 this Contract.

22. Entire Agreement 
22.1 This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter save where expressly incorporated into an existing signed agreement between the parties such as a distribution agreement and other than for any pre-existing non-disclosure agreements between the parties. 
22.2 Each party acknowledges that in entering into this agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Contract or related to it.

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

24. No Partnership or Agency, Corruption nor Modern Slavery
24.1 Nothing in this Contract is intended to, nor shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party. 
24.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person. 
24.3 Neither party shall engage in any bribery contrary to the Bribery Act 2010 or any breach of the Competition Act 1998 or similar local legislation relating to this Contract and each party shall declare any commissions or other benefits and any conflicts of interest arising from this Contract, whether directly or indirectly. 
24.4 The Buyer shall comply with the Seller's modern slavery policies from time to time available on its website at https://www.fujikura.co.uk/contentpage/human-rights

25. Further Assurance
At its own expense, each party shall, and shall use all reasonable endeavours to procure that any necessary third party shall, promptly execute and deliver such documents and perform such acts as may be required for the purpose of giving full effect to this Contract.

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

27. Severance
If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

28. Notices 
28.1 Any notice given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, or email. Where sent by email confirmation shall also be sent by courier or post. 
28.2 A notice shall be deemed to have been received: 
28.2.1 if delivered personally, when left at the address referred to in clause 28.1; or 28.2.2 if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or 
28.2.3 if sent by pre-paid air mail providing proof of postage, at 9.00am on the fifth Business Day after posting or at the time recorded by the delivery service, if applicable; or 
28.2.4 if delivered by international or domestic commercial courier, on the date and at the 
time that the courier's delivery receipt is signed; or 
28.2.5 if sent by email, one Business Day after transmission. 
28.3 where a notice is sent by email  
the email address which is the principal most senior email contact notified by the parties to each other from time to time: 
28.4 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

29. Rights and Remedies 
Except as expressly provided in this Contract, the rights and remedies provided under this Contract are in addition to, and not exclusive of, any rights or remedies provided by law.

30. Third Party Rights 
For the avoidance of doubt nothing in this Contract shall confer on any third party any benefit or the right to enforce any term of this Contract and the provisions of The Contracts (Rights of Third Parties) Act 1999 are hereby excluded.

31. English Law and Jurisdiction 
The formation, construction and performance of all contracts for supply shall be governed in all respects by English Law. The Buyer and the Seller hereby agree to submit to the exclusive jurisdiction of the English Courts. Except where urgent injunctive relief is sought, the parties shall first seek to settle their disputes by mediation using the Centre for Effective Dispute Resolution (UK) for an initial 45 day period from a reference to CEDR.