The Supplier is in the business of providing the Goods.
The Customer wishes to obtain and the Supplier wishes to provide the Goods on the basis of these Conditions.
These Conditions constitute a framework agreement between the Supplier and the Customer under which the parties may agree to enter into one (or more) Contracts.
When the Customer or any of its affiliates requests Goods from the Supplier, and the Supplier is able to provide such Goods, the parties may enter into a separate “call-off” Contract for the sale and purchase of the Goods specified in that Contract. Each Contract is to be supplied in instalments pursuant to individual Orders submitted by the Customer during the term of the relevant Contract.
Where the Customer wishes to obtain Goods on a “spot” basis, and the Supplier is able to provide such Goods, the parties will instead enter into a Contract for a single Order of Goods.
The Customer’s attention is drawn in particular to the provisions of clause 9.
a person, firm or company acting on, or purporting to be acting on, behalf of the Customer whether or not they act with the actual/express or apparent/implied authority of the Customer.
all applicable laws, statutes, regulations and codes from time to time in force in the in the place of retail sale, specifically including the United Kingdom and the European Union, and all applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling and delivery of the Goods, including but not limited to the Food Safety Act 1990 and all regulations made thereunder, and all other United Kingdom and European Union legislation and regulations relating to the supply or sale of Food, and any other applicable laws relevant to this Framework Agreement.
a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
the period from 9.00 am to 5.00 pm on any Business Day.
the terms and conditions set out in this document as amended from time to time in accordance with clause 12.3.
the contract between the Supplier and the Customer for the sale and purchase of the Goods in accordance with these Conditions.
the person or firm who purchases the Goods from the Supplier.
has the meaning given in clause 4.2.
has the meaning set out in the Food Safety Act 1990 and any regulations and amendments or relevant enactments thereof.
Force Majeure Event
has the meaning given in clause 11.
this agreement between the Customer and the Supplier comprising the Conditions as described in more detail in clause2.1.
the goods (or any part of them) set out in the Contract.
the Customer’s order for the Goods, pursuant to a Contract, as set out in the Customer’s purchase order form in accordance with clause 2.6.
The minimum quantity of Goods to be purchased by the Supplier as specified in the Contract.
any specification for the Goods, including any related plans and drawings, that is agreed in writing by the Customer and the Supplier and set out or included by reference in the contract.
LUPA FOODS LTD (registered in England and Wales with company number 04934963).
A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
A reference to a party includes its successors and permitted assigns.
A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.
Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.
A reference to writing or written excludes fax but not email.
Basis of contract
This Framework Agreement shall commence on the date when it has been signed by all the parties and shall continue, unless terminated earlier in accordance with clause 9.
The parties may agree to enter into one or more Contracts from time to time (in the form specified by Supplier) during the term of the Framework Agreement under which the Customer shall agree to purchase, and the Supplier agrees to sell and supply, the Goods. Each Contract shall be a separate contract between the parties for the sale and purchase of the Goods.
These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
The Contract may be entered into as:
a “call-off contract”, under which the Customer may place Orders for the delivery of the Goods from time to time; or
a “spot contract” for the Goods as a single Order.
Each Contract shall be agreed in the following manner:
the Customer shall ask the Supplier to prepare a quotation for the Goods required by the Customer and provide the Supplier with as much information as the Supplier reasonably requests in order to prepare that quotation;
following receipt of the information requested from the Customer the Supplier shall, as soon as reasonably practicable either:
inform the Customer that it declines to provide the requested Goods; or
provide the Customer with a quotation.
without prejudice to clauses 12 and 2.13, if the Customer agrees that quotation the Supplier shall prepare a draft Contract; and
both parties shall sign the draft Contract when it is agreed.
The Customer may submit Orders to require delivery of a consignment of Goods under the Contract via a purchase order form (in the form specified by the Supplier from time to time) which sets out details of the Contract and Goods to be procured under it.
The Customer is responsible for ensuring that the terms of the Contract and any applicable Specification submitted by the Customer are complete and accurate.
The Order placed in accordance with the Contract described in clause 4(a) shall only be deemed to be accepted when the Supplier issues a written acceptance of the Order.
The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.
If the Contract is made with an Agent, then the Agent must declare this to the Supplier and give full particulars of the identity of the Customer and the Contract shall be deemed to be made with the Customer. The Agent hereby warrants that it has informed the Customer of the existence of the Contract and of these Conditions and that it has the Customer’s authority to enter into the Contract.
Any samples, drawings or advertising produced by the Supplier and any illustrations contained in the Supplier’s catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force.
A quotation for the Goods given by the Supplier shall not constitute an offer. A quotation shall only be valid for a period of 5 Business Days from its date of issue unless otherwise communicated in writing by the Supplier.
The Supplier may revise a quotation if the applicable foreign exchange spot rate relative to sterling varies upwards or downwards by 0.5% or greater between the date the quotation is issued by the Supplier and the date the quotation is accepted by the Customer.
The Goods are described in the Supplier’s catalogue as modified by any applicable Specification.
The Customer shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by the Supplier in connection with any claim made against the Supplier for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with the Supplier’s use of the Specification. This clause 2 shall survive termination of the Framework Agreement and any Contract.
The Supplier reserves the right to amend the Specification if required by any Applicable Laws, and the Supplier shall notify the Customer in any such event.
The Supplier shall ensure that:
each delivery of the Goods is accompanied by a delivery note that shows the date of the Order, the relevant Customer and Supplier reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable), traceability information (including best before dates and batch code details) and such other information as the Customer reasonably requires, special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and
if the Supplier requires the Customer to return any packaging materials to the Supplier, that fact is clearly stated on the delivery note. The Customer shall make any such packaging materials available for collection at such times as the Supplier shall reasonably request. Returns of packaging materials shall be at the Supplier’s expense.
The Supplier shall deliver the Goods which the Customer has requested in an Order to the location set out in the Order or such other location as the parties may agree (“Delivery Location”) at any time after the Supplier notifies the Customer that the Goods are ready.
Delivery is completed on the completion of unloading of each Order of the Goods at the Delivery Location.
Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. the Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
If the Supplier fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. the Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
If the Customer fails to accept delivery of the Goods within 10 Business Days of the Supplier notifying the Customer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or the Supplier’s failure to comply with its obligations under the Contract in respect of the Goods:
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 Supplier notified the Customer that the Goods were ready; and
the Supplier shall store the Goods until actual delivery takes place, and charge the Customer for all reasonable related costs and expenses (including insurance).
If 10 Business Days after the day on which the Supplier notified the Customer that the Goods were ready for delivery the Customer has not taken actual delivery of them, the Supplier may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods.
If the Supplier delivers up to and including 5.0% more or less than the quantity of Goods ordered in an Order the customer may not reject them, but on receipt of notice from the Customer that the wrong quantity of Goods was delivered, the Supplier shall make a pro rata adjustment to the invoice for the Goods.
The Supplier may deliver the Goods pursuant to each Contract in instalments as set out in the relevant Order, which shall be invoiced and paid for separately but subject always to the terms of clause 7. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
The Supplier warrants that on delivery, and for the period of the relevant shelf life as set out in the Specification (“Warranty Period”), the Goods:
shall conform in all material respects with their description and any applicable Specification;
shall be free from material defects in design, material and workmanship;
shall be of satisfactory quality (within the meaning of the Sale of Goods Act 1979);
shall comply at the date of delivery in all respects with the Applicable Laws;
without prejudice to the generality of the foregoing, have not been rendered injurious to health and comply with Food safety requirements and are of the nature, substance and quality described. Furthermore, it is not described, whether by means of label or otherwise, or presented in such a way, as to be false or misleading as to its nature, substance or quality;
have been purchased from suppliers approved by the Supplier;
have, where reasonably practicable, been subject to quality checks to ascertain compliance with the Food Safety Act 1990 and Specification;
The Supplier further warrants that its premises, equipment, machinery and processes used in relation to storage and delivery are clean and in such a condition as to ensure the quality and hygiene of all Food supplied by the Supplier.
Subject to clause 4, if:
the Customer gives notice in writing to the Supplier during the Warranty Period within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clauses 1;
the Supplier is given a reasonable opportunity of examining such Goods; and
the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier place of business at the Supplier’s cost,
the Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
The Supplier shall not be liable for the Goods’ failure to comply with the warranty set out in clause 1 if:
the Customer makes any further use of such Goods after giving notice in accordance with clause 3;
the Customer fails to give notice in accordance with clause 3;
the defect arises because the Customer failed to follow the Supplier’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;
the Goods have been stored on the Customer’s premises otherwise than in accordance with the applicable Specification or for more than a reasonable amount of time having regard to the shelf life as set out in the applicable Specification;
the defect arises as a result of the Supplier following any drawing, design or specification supplied by the Customer;
the Customer alters or repairs such Goods without the written consent of the Supplier;
the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
Except as provided in this clause 5, the Supplier shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in clause 1.
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.
These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.
Title and risk
The risk in the Goods pursuant to an Order shall pass to the Customer:
in the case of delivery at the Supplier’s premises, at the time when Goods are available for collection as notified by the Supplier to the Customer;
In the case of delivery otherwise than at the Supplier’s premises, at the time of delivery; or
If the Customer wrongfully fails to take delivery, at the time the Supplier attempted delivery.
Title to the Goods shall not pass to the Customer until the earlier of:
the Supplier receives payment in full (in cash or cleared funds) for the Goods and any other goods that the Supplier has supplied to the Customer, in which case title to the Goods shall pass at the time of payment of all such sums; and
the Customer resells the Goods, in which case title to the Goods shall pass to the Customer at the time specified in clause 4.
Until title to the Goods has passed to the Customer, the Customer shall:
store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier’s property;
not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
notify the Supplier immediately if it becomes subject to any of the events listed in clause 2(c)to clause 10.2(e); and
give the Supplier such information as the Supplier may reasonably require from time to time relating to:
the Goods; and
the ongoing financial position of the Customer.
Subject to clause 5, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before the Supplier receives payment for the Goods. However, if the Customer resells the Goods before that time:
it does so as principal and not as the Supplier’s agent;
title to the Goods shall pass from the Supplier to the Customer immediately before the time at which resale by the Customer occurs; and
it shall account to the Supplier for the proceeds of sale or otherwise of the Goods and shall keep all such proceeds separate from any monies or property of the Customer and third parties.
At any time before title to the Goods passes to the Customer, the Supplier may:
by notice in writing, terminate the Customer’s right under clause 4 to resell the Goods or use them in the ordinary course of its business; and
require the Customer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product and if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.
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 monies owing by the Customer to the Supplier shall (without prejudice to any other right or remedy of the Supplier) forthwith become due and payable.
Price and payment
The price of the Goods shall be the price set out in the Contract. If no price is quoted, the price of the Goods shall be the price set out in the Supplier’s published price list in force as at the date the Contract came into existence.
The Supplier may, by giving notice to the Customer at any time before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
any factor beyond the Supplier’s control, including:
increases in taxes;
increases in tariffs and duties;
and increases in labour, materials and other manufacturing costs);
any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or
any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate or accurate information or instructions.
The price of the Goods:
excludes amounts in respect of applicable value added tax (VAT), which the Customer shall additionally be liable to pay to the Supplier at the prevailing rate, subject to the receipt of a valid VAT invoice;
includes tariffs and duties as calculated at the time the relevant Contract was entered into;
includes the costs and charges of packaging, insurance and transport of the Goods (unless specified otherwise in the relevant Contract); and
includes applicable foreign exchange spot rates, which shall be specified at the time the quotation for the Goods is given by the Supplier (subject to variation prior to the parties agreeing a Contract in accordance with clause 13).
The Supplier may invoice the Customer for the Goods on or at any time after the completion of delivery of an Order.
The Customer shall pay each invoice submitted by the Supplier:
within 30 days of the date of the invoice or in accordance with any credit terms agreed by the Supplier and confirmed in writing to the Customer; and
in full and in cleared funds to a bank account nominated in writing by the Supplier, and
time for payment shall be of the essence of the Contract.
If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier’s remedies under clause 10, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 6 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
the Customer shall have no right to monetary credit from the Supplier and, therefore, the Suppler may at any time refuse to effect delivery of an Order if the Customer has an outstanding, but not necessarily overdue, debt with the Supplier.
The Customer shall submit Orders to the Supplier for at least the Minimum Quantity of the Goods during the term of the Contract, which it shall use its reasonable endeavours to ensure are requested on an even basis over the term.
Except to the extent the Customer’s failure to order the Minimum Quantity is caused by the Supplier’s default or a Force Majeure Event, if the Customer Orders less than the Minimum Quantity, the Supplier may charge the Customer for any shortfall between:
the total price of the Minimum Quantity of Goods in the relevant period; and
the total price for Goods actually Ordered by the Customer in that period.
The Supplier may, on one occasion per calendar month, request from the Customer copies of records and documentation necessary to allow it to monitor the Customer’s compliance with clause 1.
LIMITATION OF LIABILITY
The Supplier has been unable to obtain insurance in respect of certain types of loss at a commercially viable price.
The restrictions on liability in this clause 9 apply to every liability arising under or in connection with this Framework Agreement including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
Nothing in these Conditions limits any liability which cannot legally be limited, including liability for:
death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
fraud or fraudulent misrepresentation;
breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
defective products under the Consumer Protection Act 1987.
Subject to clause 3, the Supplier’s total liability to the Customer in respect of each Order shall not exceed the total price paid by the Supplier in respect of the relevant Order to which the liability relates.
Subject to clause 3, and without prejudice to clause 9.4, the Supplier’s total liability to the Customer in respect of each Contract shall not exceed the total price paid by the Supplier in respect of the contract to which the liability relates.
Subject to clause 3, and without prejudice to clauses 9.4 and 9.5, the Supplier’s total liability to the Customer pursuant to the Framework Agreement shall not exceed the greater of: the total price paid by the Supplier in respect of the 12 month period prior to the date the liability arose, and £[50,000].
Subject to clause 3, the following types of loss are wholly excluded:
loss of profits;
loss of sales or business;
loss of agreements or contracts;
loss of anticipated savings;
loss of use or corruption of software, data or information;
loss of or damage to goodwill; and
indirect or consequential loss.
Subject to clause 3, the Supplier shall not be liable for any loss incurred by the Customer where the shelf life of the Goods as set out in the Specification has expired due to the Customer’s failure to comply with its obligations in clause 8.1.
This clause 9shall survive termination of the Framework Agreement and any Contract.
Either party may terminate this Framework Agreement by giving six months’ notice in writing at any time. Termination of this agreement shall not affect any Contracts agreed between the parties prior to termination which shall continue in full force and effect pursuant to and in accordance with the Conditions.
Without limiting its other rights or remedies, the Supplier may terminate the Framework Agreement and/or all or any of the Contracts made pursuant to to it, with immediate effect, by giving written notice to the Customer if:
the Customer commits a material breach of any term of the Contract or the Framework Agreement and (if such a breach is remediable) fails to remedy that breach within five days of that party being notified in writing to do so;
the Customer fails to submit Orders for at least the Minimum Quantity during the term of the relevant Contract, or the Supplier reasonably believes that the Customer will not meet or exceed the Minimum Quantity, having regard to clause 1;
the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
the Customer’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Framework Agreement or any Contract is in jeopardy.
Without limiting its other rights or remedies, the Supplier may suspend provision of the Goods under the Framework Agreement, any Contract or any other contract between the Customer and the Supplier if the Customer becomes subject to any of the events listed in clause 2(c)to clause 10.2(e), or the Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due on the due date for payment.
Without limiting its other rights or remedies, the Supplier may terminate the Framework Agreement and/or all or any of Contracts with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due on the due date for payment.
On termination of the Framework Agreement and/or all or any of the Contracts for any reason the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt.
Termination or expiry of the Framework Agreement or any Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination or expiry, including the right to claim damages in respect of any breach which existed at or before the date of termination or expiry.
Any provision that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Framework Agreement or Contract shall remain in full force and effect.
Neither party shall be in breach or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control, including but not limited to fire, explosion, flood, war, riot, pandemic, weather, industrial action, strike, lock-out, stoppage of work, governmental intervention, breakdown of plant or machinery, unavoidable accident or delay or damage or loss whilst in transit (“Force Majeure Event”). The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for two months, the party not affected may terminate the Framework Agreement and/or Contract by giving 14 days’ written notice to the affected party.
Assignment and other dealings.
The Supplier may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Framework Agreement or the Contract.
The Customer may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Framework Agreement or the Contract without the prior written consent of the Supplier.
Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party, except as permitted by clause 1(d).
Each party may disclose the other party’s confidential information:
to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 0; and
as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
Neither party shall use the other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.
The Framework Agreement comprised of these Conditions constitutes the entire agreement between the parties. The parties agree that they may enter into a Contract between them in accordance with this Framework Agreement pursuant to which the Customer may submit Orders to the Supplier for Goods.
Each party acknowledges that in entering into these Conditions or the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Conditions or the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Conditions or the Contract.
No variation of these Conditions or the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
If any provision or part-provision of these Conditions or the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these Conditions or the Contract. If any provision of these Conditions or the Contract is deemed deleted under this clause 12.5the parties 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.
Any notice or other communication given to a party under or in connection with these Conditions or the Contract shall be in writing and shall be:
delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
sent by email to the respective addresses (or an address substituted in writing by the party to be served)
Any notice shall be deemed to have been received
if delivered by hand, at the time the notice is left at the proper address;
if sent by pre-paid first-class post or other next working day delivery service, at 9:00 am on the two Business Day after posting; and
if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 5(b)(iii), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
Third party rights.
These Conditions and the Contract do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Framework Agreement or the Contract.
The rights of the parties to rescind or vary the Framework Agreement or the Contract are not subject to the consent of any other person.
Governing law. The Framework Agreement, the Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Framework Agreement or the Contract, or their subject matter or formation.
These Terms and Conditions were last updated on 09/01/2023
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