STANDARD TERMS AND CONDITIONS

1. Application of Terms and Conditions

1.1 The Supplier shall supply and the Customer shall purchase the Goods and Services in accordance with the signed Order Confirmation and these Terms and Conditions which collectively shall form the Contract; and

1.2 The Contract shall supersede and replace in their entirety any previous agreements and/or representations, subject to which any such quotation may have been accepted or purported to have been accepted, or any such order was made or purported to have been made, by the Customer.

2. Definitions and Interpretation

2.1 In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:

“Business Day” means any day other than a Saturday, Sunday or bank holiday;

“Commencement Date” means the commencement date for the Contract as set out in the Order Confirmation;

“Confidential Information”  means, in relation to either Party, information which is disclosed to that Party by the other Party pursuant to or in connection with this Agreement (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such);

“Contract” means the contract for the purchase and sale of the Goods and supply of the Services under these Terms and Conditions and in accordance with the Order Confirmation and any specifically Annexed or Appended documents;

“Contract Price” means the price stated in the Contract payable for the Goods;

“Customer” means the person who accepts a quotation or offer of the Supplier for the sale of the Goods and supply of the Services, or whose order for the Goods and Services is accepted by the Supplier;

“Delivery Date” means the date on which the Goods are to be delivered as mutually agreed between the Supplier and the Customer and as stipulated in the Customer’s order and accepted by the Supplier;

“Duly Authorised Officer” means a Director of Retaining Wall Solutions Ltd.

“Goods” the goods (including any instalment of the goods or any parts for them) which the Supplier is to supply in accordance with these Terms and Conditions;

“Month” means a calendar month;

“Order Confirmation” means the document issued to the Customer in response to the Quotation acceptance that, in conjunction with these Terms and Conditions shall form The Contract; and

“Services” means the Services to be provided to the Customer as set out in the Order Confirmation; and

 “Supplier” means Retaining Wall Solutions Ltd, a company registered in England under 12918626 registered address Military House, 24 Castle Street, Chester. CH1 2DS.

2.2 Unless the context otherwise requires, each reference in these Terms and Conditions to:

2.2.1“writing”, and any cognate expression, includes a reference to any communication effected by electronic or facsimile transmission or similar means;

2.2.2 a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;

2.2.3 “these Terms and Conditions” is a reference to these Terms and Conditions and any Schedules as amended or supplemented at the relevant time;

2.2.4 a Schedule is a schedule to these Terms and Conditions

2.2.5 a Clause or paragraph is a reference to a Clause of these Terms and Conditions (other than the Schedules) or a paragraph of the relevant
Schedule;

2.2.6 a “Party” or the “Parties” refer to the parties to these Terms and Conditions.

2.3 The headings used in these Terms and Conditions are for convenience only and shall have no effect upon the interpretation of these Terms and Conditions.

2.4 Words imparting the singular number shall include the plural and vice versa. 2.5 References to any gender shall include the other gender.

3. Basis of Sale and Service

3.1 The Supplier’s employees or agents are not authorised to make any representations concerning the Goods or Services unless confirmed by the Supplier in writing. In entering into the Contract the Customer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed.

3.2 No variation to these Terms and Conditions shall be binding unless agreed in writing between the authorised representatives of the Customer and the Supplier.

3.3 Sales literature, price lists and other documents issued by the Supplier in relation to the Goods and Services are subject to alteration without notice and do not constitute offers to sell the Goods which are capable of acceptance. No contract for the sale of the Goods and Services shall be binding on the Supplier unless the Supplier has issued a quotation which is expressed to be an offer to sell the Goods and Services or has accepted an order placed by the Customer by whichever is the earlier of:

3.3.1 the Supplier’s written acceptance; 3.3.2 delivery of the Goods;
3.3.3 provision of the Services; or
3.3.4 the Supplier’s invoice.

3.4 Any typographical, clerical or other accidental errors or omissions in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Supplier, and that could be reasonably identified as erroneous, shall be subject to correction without any liability on the part of the Supplier.

4. The Goods

4.1 No order submitted by the Customer shall be deemed to be accepted by the Supplier unless and until confirmed in writing by the Supplier’s authorised representative in the Order Confirmation.

4.2 The specification for the Goods shall be that set out in the Supplier’s sales documentation unless varied expressly in the Customer’s order (if such variation(s) is/are accepted by the Supplier).

4.3 Any marketing material whether in catalogues, brochures, price lists or other documents issued by the Supplier prior to Order Confirmation are intended as a guide only and shall not be binding on the Supplier.

4.4 The Supplier reserves the right to make any changes in the specification of the Goods which are required to conform to any applicable safety or other statutory or regulatory requirements, including where the Goods are to be supplied to the Customer’s specification, which do not materially affect their quality, function or performance.

4.5 No order which has been accepted by the Supplier may be cancelled by the Customer except with the agreement in writing of the Supplier on the terms that the Customer shall indemnify the Supplier in full against all loss (including loss of profit), costs (including the cost of all labour and materials used and costs of disposal damages, charges and expenses incurred by the Supplier as a result of such cancellation.

4.6 For bespoke items, in the case of cancellation there shall, notwithstanding Clause 4.5, be an additional charge of 50% of the Contract Price if cancellation occurs subsequently to the issuance of preliminary design drawings.

5. The Services

5.1 The Supplier shall, in consideration of the price being paid in accordance with Clauses 6 and 7, provide the Services expressly identified in the Order Confirmation.

5.2 The Supplier will use all the reasonable skill, care and diligence to be expected of a properly qualified and competent contractor to perform the Services identified in the Order Confirmation.

5.3 The Supplier shall use its best endeavours to complete its Services obligations under the Contract, but time shall not be of the essence in the performance of such obligations unless expressly agreed in the Order Confirmation.

6. Price

6.1 The price of the Goods and Services shall be the price listed in the Supplier’s Order Confirmation.

6.2 Where any changes in delivery dates, quantities or specifications for the Goods and services are requested or required by the Customer, the Supplier reserves the right, by giving written notice to the Customer at any time prior to delivery or provision of the Goods or Services, to increase the Contract Price to reflect any increase in the cost to the Supplier.

6.3 The Supplier reserves the right to increase the Contract Price at any time to reflect any increased cost of supply as a direct result of:

6.3.1 Any delay caused by any instructions of the Customer or;

6.2.2 failure of the Customer to give the Supplier timely or adequate information or instructions or;

6.2.3. failure by the Customer to accept delivery or collect the Goods at the previously agreed time and date.

6.4 The price is exclusive of any applicable value added tax, excise, sales taxes or levies of a similar nature which are imposed or charged by any competent fiscal authority in respect of the Goods and Services, which the Customer shall be additionally liable to pay to the Supplier.

7. Payment

7.1 Subject to a credit account being agreed in writing between the Customer and the Supplier, the Supplier shall invoice the Customer for the price of the Goods and Services on or at any time after delivery or collection of the Goods and/or the provision of the Services (as applicable), unless, the Customer has no credit account in place, in which event the Supplier shall be entitled to invoice the Customer for the price of the Goods and/or the provision of Services at any time after the Supplier has sent the Order Confirmation.

7.2 Where a credit account is in place, the Customer shall pay the price of the Goods and Services within 7 days from the end of the month of the date of the Supplier’s invoice or otherwise in accordance with such credit terms as may have been agreed in writing between the Customer and the Supplier in respect of the Contract. Payment shall be made on the due date notwithstanding that delivery or provision may not have taken place and/or that the property in the Goods has not passed to the Customer. The time for the payment of the price shall be of the essence of the Contract. Receipts for payment will be issued only upon request.

7.3 Where no credit account is in place payment will be required in full prior to delivery.

7.4 All payments shall be made to the Supplier as indicated on the invoice issued by the Supplier.

7.5 Where the customer has a credit account, the Supplier is not obliged to accept orders from any customer or buyer who has not supplied the Supplier with references satisfactory to the Supplier. If at any time the Supplier is not satisfied as to the creditworthiness of the Customer it may give notice to the Customer that no further credit will be allowed to the Customer in which event no further goods or services will be delivered or provided to the Customer other than against immediate payment and notwithstanding sub- Clause 7.2 of these conditions, all amounts owing by the Customer to the Supplier shall be immediately payable.

7.6 The Seller reserves the right to charge; interest on any overdue payment, and all debt collection charges incurred in securing payment of the outstanding debt. Interest will be charged at the rate of 4% per annum above the Base Rate of Barclays Bank Plc for the time being in effect, calculated in a daily basis on the outstanding balance from the due date until the date that payment is credited to the Seller’s bank account.

8. Delivery and Performance

8.1 The Supplier will notify the Customer when the Goods are ready for delivery or collection. Delivery or collection will occur on a mutually agreed date within the next 10 Business Days after notification. Delivery of the Goods shall be made by the Supplier delivering the Goods to the place in the United Kingdom specified in the Order Confirmation or, if the Customer is collecting the goods then the same applies for collection at the Supplier’s premises, the location of which shall be agreed in the Order Confirmation.

8.2 Manufacturing lead times are approximate only, unless expressly agreed in the Order Confirmation, and time shall not be of the essence until a delivery date is confirmed and agreed by the Supplier in writing. Upon giving reasonable notice to and in agreement with the Customer, the Goods may be delivered by the Supplier in advance of the Delivery Date.

8.3 If the Customer is unable to collect or accept delivery of the Goods within 10 days from being notified that they are ready for delivery or collection, the Supplier reserves the right to charge for storage from the end of that period until the Goods are collected or delivered at a rate of £35 per tonne per week rounded to the next whole week.

8.4 Where the Goods are to be delivered, if the Customer fails to take delivery of the Goods or any part of them on the agreed Delivery Date and/or fails to provide any instructions, documents, licences, consents, authorisations or for any other reason required to enable the Goods to be delivered on that date, the Supplier shall be entitled, upon giving written notice to the Customer, to store or arrange for the storage of the Goods and then, notwithstanding the provisions of sub- Clause 9.1, risk in the Goods shall pass to the Customer, delivery shall be deemed to have taken place and the Customer shall pay to the Supplier all costs and expenses, including but not limited to freight, trailer hire, storage and insurance charges where applicable, arising from such failure.

8.5 Unless otherwise agreed in writing prior to delivery, the Customer will be responsible for providing the facilities and labour necessary for unloading the Goods.

8.6 If the Customer requests advice from the Supplier with respect to installation, then the Supplier shall have no liability whatsoever for any recommendation unless it is in writing and signed by a duly authorised officer of the Supplier and is given in response to a written request from the Customer.

9. Risk and Retention of Title

9.1.1 Risk of damage to or loss of the Goods shall pass to the Customer at:

9.1.2 in the case of Goods to be delivered at the Supplier’s premises, the date which the Supplier agrees he will collect the Goods from the Suppliers agreed location;

9.1.3 in the case of Goods to be delivered otherwise than at the Supplier’s premises, the time of delivery or, if the Customer wrongfully fails to take delivery of the Goods for any reason, the time when the Supplier agreed to make delivery of the Goods;

9.1.4 in the case of Goods being installed by the Supplier, the time that the Supplier notifies the Customer that the installation is complete.

9.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Terms and Conditions, legal and beneficial title to the Goods shall not pass to the Customer until the Supplier has received in cash or cleared funds payment in full of the price of the Goods.

9.3 Sub-Clause 9.2 notwithstanding, legal and beneficial title of the Goods shall not pass to the Customer until the Supplier has received in cash or cleared funds payment in full of the price of the Goods and any other goods supplied by the Supplier and the Customer has repaid all moneys owed to the Supplier, regardless of how such indebtedness arose.

9.4 Until payment has been made to the Supplier in accordance with these Conditions and title in the Goods has passed to the Customer, the Customer shall be in possession of the Goods as bailee for the Supplier and the Customer shall store the Goods separately and in an appropriate environment, shall ensure that they are identifiable as being supplied by the Supplier and shall insure the Goods against all reasonable risks.

9.5 The Customer 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 Supplier, but if the Customer does so all money owing by the Customer to the Supplier shall (without prejudice to any other right or remedy of the Supplier) forthwith become due and payable.

9.6 The Supplier reserves the right to repossess any Goods in which the Supplier retains title without notice. The Customer irrevocably authorises the Supplier to enter the Customer’s premises during normal business hours for the purpose of repossessing the Goods in which the Supplier retains title and inspecting the Goods to ensure compliance with the storage and identification requirements of sub-Clause 9.4.

9.7 The Customer’s right to possession of the Goods in which the Supplier maintains legal and beneficial title shall terminate if:

9.7.1the Customer commits or permits any material breach of his obligations under these Terms and Conditions;

9.7.2 the Customer enters into a voluntary arrangement under Parts I or VIII of the Insolvency Act 1986, the Insolvent Partnerships Order 1994 (as amended), or any other scheme or arrangement is made with his creditors;

9.7.3 the Customer is or becomes the subject of a bankruptcy order or takes advantage of any other statutory provision for the relief of insolvent debtors;

9.7.4 the Customer convenes any meeting of its creditors, enters into voluntary or compulsory liquidation, has a receiver, manager, administrator or administrative receiver appointed in respect of its assets or undertaking or any part thereof, any documents are filed with the court for the appointment of an administrator in respect of the Customer, notice of intention to appoint an administrator is given by the Customer or any of its directors or by a qualifying floating charge-holder (as defined in paragraph 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for the winding up of the Customer or for the granting of an administration order in respect of the Customer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Customer.

10. Assignment

10.1 The Supplier may assign the Contract or any part of it to any person, firm or company without the prior consent of the Customer.

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

11. Defective Goods

11.1 If upon delivery, any of the Goods are found to be defective in any material respect and either the Customer lawfully refuses delivery of the defective Goods or, if they are signed for on delivery as “condition and contents unknown” the Customer gives written notice of such defect to the Supplier within 5 Business Days of such delivery, the Supplier shall at its option:

11.1.1 replace the defective Goods within a reasonable time frame of receiving the Customer’s notice; or

11.1.2 refund to the Customer the price for those Goods (or parts thereof, as appropriate) which are defective; but the Supplier shall have no further liability to the Customer in respect thereof and the Customer may not reject the Goods if delivery is not refused or notice given by the Customer as set out above.

11.2 It shall be the Customers responsibility to inspect the units upon delivery and to photograph and document any visible or clearly identifiable defects prior to unloading the units or, where the Supplier is contracted to unload, once the units are offloaded but prior to any onwards movement and;

11.2.1 Notification of any such defects must be submitted in accordance with Clause 11.1.

11.2.2 The Supplier accepts no liability for visible defects that the Customer fails to notify to the Supplier in accordance with Clauses 11.1 or 11.2

11.2.3 This shall not relinquish the Supplier from liability for any defect that would not be apparent from a visual inspection.

11.3 No Goods may be returned to the Supplier without the prior agreement in writing of the Supplier. Subject thereto, any Goods returned which the Supplier is satisfied were supplied subject to defects of quality or condition which would not be apparent on inspection shall either be replaced free of charge or, at the Supplier’s sole discretion the Supplier shall refund or credit to the Customer the price of such defective Goods but in such instance the Supplier shall have no further liability to the Customer.

11.4 The Supplier shall be under no liability, subjection to normal conditions, in respect of any defect arising from fair wear and tear, damage caused during unloading or subsequent moving of the units by the Customer or any wilful damage, negligence, failure to follow the Supplier’s instructions (whether given orally or in writing), misuse or alteration of the Goods without the Supplier’s prior approval, or any other act or omission on the part of the Customer, its employees or agents or any third party.

11.5 Goods, other than defective Goods returned under sub-Clauses 11.1, 11.2 or 11.3 returned by the Customer and accepted by the Supplier may be credited to the Customer at the Supplier’s sole discretion and without any obligation on the part of the Supplier.

11.6 Subject as expressly provided in these Terms and Conditions, and except where the Goods are sold under a consumer sale, all warranties, conditions or other terms implied by statute or common law are limited to the fullest extent permitted by law.

11.7 The Customer shall be responsible for ensuring that, except to the extent that instructions as to the use or sale of the Goods are contained in the packaging or labelling of the Goods, any use or sale of the Goods by the Customer is in compliance with all applicable statutory requirements and that handling and sale of the Goods by the Customer is carried out in accordance with directions given by the Supplier or any competent governmental or regulatory authority and the Customer will indemnify the Supplier against any liability loss or damage which the Supplier might suffer as a result of the Customer’s failure to comply with this condition.

12. Customer’s Default

12.1 If the Customer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Supplier, the Supplier shall be entitled to:

12.1.1 cancel the order or suspend any further deliveries or provision of Goods and Services to the Customer;

12.1.2 appropriate any payment made by the Customer to such of the Goods and/ or Services (or the goods and/or services supplied under any other contract between the Customer and the Supplier) as the Supplier may think fit (notwithstanding any purported appropriation by the Customer); and

12.1.3 charge the Customer interest (both before and after any judgement) on the amount unpaid, at the rate of 4% per annum above Barclays Bank Plc 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).

12.2 This condition applies if:

12.2.1 the Customer fails to perform or observe any of its obligations hereunder or is otherwise in breach of the Contract;

12.2.2 the Customer becomes subject to an administration order or enters into a voluntary arrangement under Parts I or VIII of the Insolvency Act 1986 or the Insolvent Partnerships Order 1994 (as amended) or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation;

12.2.3 an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Customer;

12.2.4 the Customer ceases, or threatens to cease, to carry on business; or

12.2.5 the Supplier reasonably apprehends that any of the events mentioned above is about to occur in relation to the Customer and notifies the Customer accordingly.

12.3 If sub-Clause 12.2 applies then, without prejudice to any other right or remedy available to the Supplier, the Supplier shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Customer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

13. Liability

13.1 The Supplier will not by reason of any representation, implied warranty, condition or other term, or any duty at common law or under express terms of the Contract (or these Terms and Conditions), be liable for any loss of profit or any other indirect or consequential loss, damage or costs (whether caused by the Supplier’s servants or agents or otherwise) which arise out of or in connection with the supply of the Goods and Services.

13.2 The Supplier shall be under no liability in respect of any defect in the Goods arising from any drawing, design or specification supplied by the Customer.

13.3 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.

13.4 The Customer shall indemnify the Supplier against all damages, costs, claims and expenses suffered by or arising from loss or damage to any equipment or property (including that of third parties) caused by the Customer, its agents or employees.

13.5 Where the Customer consists of two or more persons such expression throughout shall mean and include such two or more persons and each or any of them. All obligations on the part of such a Customer shall be joint and several obligations of such persons.

13.6 The Supplier shall not be liable to the Customer or be deemed to be in breach of these terms and conditions by reason of any delay in performing, or any failure to perform, any of the Supplier’s obligations if the delay or failure was due to any cause beyond the Supplier’s reasonable control.

13.7 For bespoke items including stairs, the Supplier accepts no liability for errors, omissions or inconsistencies in the Customer’s designs, specifications, requirements or dimensions and;

13.7.1 the Supplier shall not be responsible for any site measurements.

13.8 For the avoidance of doubt, where it is agreed that the Supplier is to deliver and/or install the Goods as part of the Services, the Supplier shall not act as a bona fide contractor and all liability shall rest with the contractor for but not be limited to:

13.8.1 Safe and suitable access routes and lay down areas

13.8.2 Traffic management

13.8.3 Services and other hazards avoidance on site

13.8.4 Managing other trades and contractors on site who may be affected by the Services

12.8.5 Ensuring any specialist PPE is provided

13.8.6 Provision of barriers or cordons that may be required for safe working

13.8.7 Provision of a slinger banksman if and where required

13.9 Nothing in these Terms and Conditions excludes or limits the liability of the Supplier:

13.9.1 for death or personal injury caused by the Supplier’s negligence;

13.9.2 for any matter which it would be illegal for the Supplier to exclude or attempt to exclude its liability; or

13.9.3 for fraud or fraudulent misrepresentation.

13.10 Subject to the remaining provisions of this Clause 13:

13.10.1 the Supplier’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the Contract Price; and

13.10.2 the Supplier shall not be liable to the Customer for any indirect or consequential loss, howsoever caused, which arises out of or in connection with the Contract.

14. Confidentiality

14.1 Each Party undertakes that, except as provided by sub-Clause 14.2 or as authorised in writing by the other Party, it shall, at all times during the continuance of the Contract and for 5 years after its termination:

14.1.1 keep confidential all Confidential Information;

14.1.2 not disclose any Confidential Information to any other person;

14.1.3 not use any Confidential Information for any purpose other than as contemplated by and subject to these Terms and Conditions and the Contract;

14.1.4 not make any copies of, record in any way or part with possession of any Confidential Information; and

14.1.5 ensure that none of its directors, officers, employees, agents or advisers does any act which, if done by that Party, would be a breach of the provisions of sub- clauses 14.1.1 to 14.1.4 above.

14.2 Only with written consent from a Duly Authorised Officer and only to the extent absolutely necessary for the purposes contemplated by these Terms and Conditions and the Contract or as required by law, and in each case subject to that Party first informing the person, party or body in question that the Confidential Information is confidential and (except where the disclosure is to any such body as is mentioned in sub-Clause 14.2.3) obtaining and submitting to the other Party a written undertaking from the person in question to keep the Confidential Information confidential and to use it only for the purposes for which the disclosure is made; may either Party disclose any Confidential Information to:

14.2.1 any sub-contractor or supplier of that Party;

14.2.2 any employee or officer of that Party;

14.2.3 any governmental or other authority or regulatory body.

14.3 The provisions of this Clause 14 shall continue in force in accordance with their terms, notwithstanding the termination of the Contract for any reason.

15. Communications

15.1 All notices under these Terms and Conditions and under the Contract shall be in writing and be deemed duly given by, or on behalf of, a Duly Authorised Officer of the Party giving the notice.

15.2 Notices shall be deemed to have been duly given:

15.2.1 when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient; or

15.2.2 when sent, if transmitted by facsimile or e-mail and a successful transmission report or return receipt is generated; or

15.2.3 on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid; or

15.2.4 on the tenth business day following mailing, if mailed by airmail, postage prepaid.

15.3 All notices under this Agreement shall be addressed to the most recent address, e-mail address, or facsimile number notified to the other Party.

16. Data Protection

16.1 All personal information that the Supplier may use will be collected, processed, and held in accordance with the provisions of EU Regulation 2016/679 General Data Protection Regulation (“GDPR”) and the Client’s rights under the GDPR.

16.2 For complete details of the Supplier’s collection, processing, storage, and retention of personal data including, but not limited to, the purpose(s) for which personal data is used, the legal basis or bases for using it, details of the Client’s rights and how to exercise them, and personal data sharing (where applicable), please request a copy of the Supplier’s Privacy Notice.

17. Force Majeure

Neither Party shall be liable for any failure nor delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited to: power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms or high winds, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.

18. Waiver

The Parties agree that no failure by either Party to enforce the performance of any provision in these Terms and Conditions or under the Contract shall constitute a waiver of the right to subsequently enforce that provision or any other provision. Such failure shall not be deemed to be a waiver of any preceding or subsequent breach and shall not constitute a continuing waiver.

19. Severance

The Parties agree that, in the event that one or more of the provisions of these Terms and Conditions or the Contract are found to be unlawful, invalid or otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of these Terms and Conditions (and, by extension, the Contract). The remainder of these and the Contract shall be valid and enforceable.

20. Third Party Rights

A person who is not a party to the Contract shall have no rights under the Contract pursuant to the Contracts (Rights of Third Parties) Act 1999.

21. Law and Jurisdiction

21.1 These Terms and Conditions and the Contract (including any noncontractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.

21.2 Any dispute, controversy, proceedings or claim between the Parties relating to these Terms and Conditions or to the Contract (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.