T&C’s 2017-06-12T14:42:01+00:00

ULTIMATE PACKAGING LIMITED TERMS AND CONDITIONS OF SALE

[ The buyer’s attention is in particular drawn to the provisions of condition 13 ]

1. Interpretation

1.1 The definitions and rules of interpretation in this condition apply in these conditions. Buyer: the person, firm or company who purchases the Goods and/or Services from the Company. Company: Ultimate Packaging Limited (Company No. 01625575) whose registered office is at Pegasus Way, Europarc, Grimsby, North East Lincolnshire, DN37 9TS. Contract: any contract between the Company and the Buyer for the sale and purchase of the Goods and/or Services, incorporating these conditions. Delivery Point: the place where delivery of the Goods is to take place under condition 4. Goods: any goods agreed in the Contract to be supplied to the Buyer by the Company (including any part or parts of them). Services: any services agreed in the Contract to be supplied to the Buyer by the Company. 1.2 A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it. 1.3 Words in the singular include the plural and in the plural include the singular. 1.4 A reference to one gender includes a reference to the other gender. 1.5 Condition headings do not affect the interpretation of these conditions. 1.6 A reference to writing or written includes faxes and e-mails.

2. Application of Terms

2.1 Subject to any variation under condition 2.3 the Contract shall be on these conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Buyer purports to apply under any purchase order, acknowledgement of order, specification or other document, or implied by trade, custom, practice or course of dealings). 2.2 No terms or conditions endorsed on, delivered with or contained in the Buyer’s purchase order, acknowledgement of order, specification or other document shall form part of the Contract simply as a result of such document being referred to in the Contract. 2.3 These conditions apply to all the Company’s sales and any variation to these conditions and any representations about the Goods and/or Services shall have no effect unless expressly agreed in writing and signed by a Director of the Company. The Buyer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Company which is not set out in the Contract. Nothing in this condition shall exclude or limit the Company’s liability for fraudulent misrepresentation. 2.4 Each order or acceptance of a quotation for Goods or Services by the Buyer from the Company shall be deemed to be an offer by the Buyer to buy Goods or Services subject to these conditions. 2.5 No order placed by the Buyer shall be deemed to be accepted by the Company until a written acknowledgement of order is issued by the Company or (if earlier) the Company delivers the Goods to the Buyer or performs the Services for the Buyer. 2.6 The Buyer shall ensure that the terms of its order and any applicable specification are complete and accurate. 2.7 Any quotation is given on the basis that no Contract shall come into existence until the Company despatches an acknowledgement of order to the Buyer. Any quotation is valid for a period of 30 days only from its date, provided that the Company has not previously withdrawn it with the exception of film content which is priced at the rate on the date of quotation and is subject to price ruling at the time of order.

3. Description

3.1 The quantity and description of the Goods and the description of the Services shall be as set out in the Company’s quotation. 3.2 All samples, drawings, descriptive matter, specifications and advertising issued by the Company and any descriptions or illustrations contained in the Company’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods and/or Services described in them. They shall not form part of the Contract and this is not a sale by sample.

4. Specification

4.1 Where the Company prepares the Goods or performs the Services in accordance with the Buyer’s specifications or instructions the Buyer shall ensure that: 4.1.1 any Goods prepared or Services provided by the Company in accordance with those specifications or instructions will be fit for the purpose for which the Buyer intends to use them; 4.1.2 such specifications or instructions will not result in the infringement of any third party intellectual property rights or in the breach of any applicable law or regulation. 4.2 The Buyer shall indemnify the Company against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by the Company in connection with any claim made against the Company for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with the Company’s use of the Buyer’s specification. This clause 4.2 shall survive termination of the Contract. 4.3 The Company shall be entitled to make any changes to the Buyer’s specifications or instructions that are reasonably necessary in order to ensure that they conform to any applicable safety or statutory requirements. 4.4 The Company may from time to time consider it necessary to make minor alterations to the Buyer’s specifications and instructions. In such an event the Company shall endeavour to notify the Buyer prior to delivery of the Goods or performance of the Services.

5. Delivery

5.1 Unless otherwise agreed in writing by the Company, delivery of the Goods shall take place at the premises or location nominated by the Buyer and agreed by the Company. 5.2 In circumstances where the Company is to deliver to premises or location nominated by the Buyer and agreed by the Company the Buyer shall take delivery of the Goods immediately upon arrival of the Goods at such nominated premises or location. In circumstances where the Buyer is to collect the Goods from the Company’s premises the Buyer shall take delivery of the Goods within 7 days of the Company giving it notice that the Goods are ready for delivery. 5.3 Any dates specified by the Company for delivery of the Goods are intended to be an estimate and time for delivery shall not be made of the essence by notice. If no dates are so specified, delivery shall be within a reasonable time. The Company shall not be liable for any delay in delivery of the Goods and/or Services that is caused by a Force Majeure Event or the Buyer’s failure to provide the Company with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods and/or Services. 5.4 If for any reason the Buyer fails to accept delivery of any of the Goods when they are ready for delivery, or the Company is unable to deliver the Goods on time because the Buyer has not provided appropriate instructions, documents, licences or authorisations: 5.4.1 risk in the Goods shall pass to the Buyer (including for loss or damage caused by the Company’s negligence); 5.4.2 the Goods shall be deemed to have been delivered; and 5.4.3 the Company may store the Goods until delivery, whereupon the Buyer shall be liable for all related costs and expenses (including, without limitation, storage and insurance). 5.5 The Buyer shall provide at the Delivery Point and at its expense adequate and appropriate equipment and manual labour for loading and unloading the Goods. 5.6 Where the Goods are to be delivered to premises or location nominated by the Buyer (rather than collected from the Company’s premises) the Company may decline to deliver the Goods to those premises if: 5.6.1 it would be unsafe, unlawful or unreasonably difficult to do so; or 5.6.2 the premises or access route are unsuitable for the carrier. 5.7 If the Company delivers to the Buyer a quantity of Goods of up to 10% more or less than the quantity accepted by the Company, the Buyer shall not be entitled to object to or reject the Goods or any of them by reason of the surplus or shortfall and shall pay for such goods at the pro rata Contract rate. 5.8 The Company may deliver the Goods by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions of the Contract. 5.9 Each instalment shall be a separate Contract and no cancellation or termination of any one Contract relating to an instalment shall entitle the Buyer to repudiate or cancel any other Contract or instalment.

6. Non-delivery

6.1 The quantity of any consignment of Goods as recorded by the Company upon despatch from the Company’s place of business shall be conclusive evidence of the quantity received by the Buyer on delivery unless the Buyer can provide conclusive evidence proving the contrary. 6.2 The Company shall not be liable for any non-delivery of Goods (even if caused by the Company’s negligence) unless the Buyer gives written notice to the Company of the non-delivery within 7 days of the date when the Goods would in the ordinary course of events have been received. 6.3 Any liability of the Company for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods.

7. Risk/Title

7.1 The Goods are at the risk of the Buyer from the time of delivery. 7.2 Title to the Goods shall not pass to the Buyer until the earlier of: 7.2.1 the Company receives payment in full (in cash or cleared funds) for the Goods and any other goods that the Company has supplied to the 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 7.2.2 the Buyer resells the Goods, in which case title to the Goods shall pass to the Buyer at the time specified in clause 7.4. 7.3 Until title to the Goods has passed to the Buyer, the Buyer shall: 7.3.1 store the Goods separately from all other goods held by the Buyer so that they remain readily identifiable as the Company’s property; 7.3.2 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods; 7.3.3 maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on the Company’s behalf from the date of delivery; 7.3.4 notify the Company immediately if it becomes subject to any of the events listed in clause 17.1.2 to clause 17.1.13; and 7.3.5 give the Company such information relating to the Goods as the Company may require from time to time. 7.4 Subject to clause 7.5, the Buyer may resell or use the Goods in the ordinary course of its business (but not otherwise) before the Company receives payment for the Goods. However, if the Buyer resells the Goods before that time: 7.4.1 it does so as principal and not as the Company’s agent; and 7.4.2 title to the Goods shall pass from the Company to the Buyer immediately before the time at which resale by the Buyer occurs. 7.5 If before title to the Goods passes to the Buyer, the Buyer becomes subject to any of the events listed in clause 17.1.2 to clause 17.1.13, then, without limiting any other right or remedy the Company may have: 7.5.1 the Buyer’s right to resell Goods or use them in the ordinary course of its business ceases immediately; and 7.5.2 the Company may at any time: (a) require the Buyer to deliver up all Goods in its possession which have not been resold, or irrevocably incorporated into another product; and (b) 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.

8. Return of Goods

8.1 Once the Goods have been delivered they may not be returned unless the Company agrees to the return in advance and in writing and provided that: 8.1.1 the Buyer shall pay to the Company a reasonable handling charge except in the event that the Goods were defective at the time of delivery; and 8.1.2 the Goods shall be returned in the same condition as they were on delivery.

9. Provision of Services

9.1 The Company shall provide the Services to the Buyer in accordance with the service specification in all material respects. 9.2 The Company shall use all reasonable endeavours to meet any performance dates for the Services specified in the Company’s quotation, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services. 9.3 The Company shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and the Company shall notify the Buyer in any such event. 9.4 The Company warrants to the Buyer that the Services will be provided using reasonable care and skill.

10. Price

10.1 Unless otherwise agreed by the Company in writing, the price for the Goods and/or Services shall be the price set out in the Company’s quotation. 10.2 At any time before delivery the price as stated in the Company’s quotation may be adjusted in order to reflect any increase in the costs of supplying the Goods and/or Services. 10.3 Charges made for dyes/printing plates and rollers cover part cost only and the dyes/printing plates and rollers remain the property of the Company. 10.4 Unless otherwise agreed the price for the Goods and/or Services shall be exclusive of any value added tax which amounts the Buyer shall pay in addition when it is due to pay for the Goods and/or Services.

11. Payment

11.1 Payment of the price of the Goods and/or Services is due in pounds sterling unless otherwise agreed. 11.2 Subject to condition 17.4 and condition 11.6, where the Buyer has an approved credit account with the Company, payment of the price of the Goods and/or Services is due no later than 30 days after the end of the month following the month of delivery of the Goods and/or performance of the Services unless otherwise agreed in writing. 11.3 Subject to condition 17.4, where the Buyer does not hold an approved credit account with the Company, payment of the price of the Goods and/or Services is due prior to delivery of the Goods and/or performance of the Services. 11.4 Time for payment shall be of the essence. 11.5 No payment shall be deemed to have been received until the Company has received cleared funds. 11.6 Where the Buyer holds an approved credit account with the Company, the Company may withdraw it, reduce the credit limit or bring forward the due date for payment of the price of the Goods and/or Services at any time upon providing notice. 11.7 The Buyer shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Buyer has a valid court order requiring an amount equal to such deduction to be paid by the Company to the Buyer. 11.8 If the Buyer fails to pay the Company any sum due pursuant to the Contract, the Buyer shall be liable to pay interest to the Company on such sum from the due date for payment at the annual rate of 4% above the base lending rate from time to time of the Bank of England, accruing on a daily basis until payment is made, whether before or after any judgment. The Buyer shall pay the interest together with the overdue amount. The Company reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.

12. Quality

12.1 Where the Company is not the manufacturer of the Goods, the Company shall endeavour to transfer to the Buyer the benefit of any warranty or guarantee given to the Company. 12.2 The Company warrants that (subject to the other provisions of these conditions) upon manufacture, and for a period of 6 months from the date of manufacture, the Goods shall: 12.2.1 be of satisfactory quality within the meaning of the Sale of Goods Act 1979; 12.2.2 be reasonably fit for purpose; and 12.2.3 (subject to condition 4.1) be reasonably fit for any particular purpose for which the Goods are being bought if the Buyer had made known that purpose to the Company in writing and the Company has confirmed in writing that it is reasonable for the Buyer to rely on the skill and judgement of the Company. 12.3 The Company shall not be liable for a breach of any of the warranties in condition 12.2 unless: 12.3.1 the Buyer gives written notice of the defect to the Company, and, if the defect is as a result of damage in transit to the carrier, within 14 days of the time when the Buyer discovers or ought to have discovered the defect; and 12.3.2 the Company is given a reasonable opportunity after receiving the notice of examining such Goods and the Buyer (if asked to do so by the Company) returns such Goods to the Company’s place of business at the Company’s cost for the examination to take place there. 12.4 The Company shall not be liable for a breach of any of the warranties in condition 12.2 if: 12.4.1 the Buyer makes any further use of such Goods after giving such notice; or 12.4.2 the defect arises because the Buyer failed to follow the Company’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice; or 12.4.3 the Buyer alters or repairs such Goods without the written consent of the Company. 12.5 The Company shall not be liable for a breach of the warranty in condition 9.4 unless the Buyer gives written notice that the Services have not been carried out to an appropriate standard and the Company is given reasonable opportunity to re-perform the Services. 12.6 Subject to condition 12.3, condition 12.4 and condition 12.5, if any of the Goods and/or Services do not conform with any of the warranties in condition 12.2 and condition 9.4 the Company shall at its option repair or replace such Goods (or the defective part) or re-perform the Services or refund the price of such Goods and/or Services at the pro rata Contract rate provided that, if the Company so requests, the Buyer shall, at the Company’s expense, return the Goods or the part of such Goods which is defective to the Company. 12.7 If the Company complies with condition 12.6 it shall have no further liability for a breach of any of the warranties in condition 12.2 and condition 9.4 in respect of such Goods or Services. 12.8 Any Goods replaced shall belong to the Company and any repaired or replacement Goods shall be guaranteed on these terms for the unexpired portion of the 6 month period.

13. Limitation of Liability

13.1 Nothing in these Conditions shall limit or exclude the Company’s liability for: 13.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors; 13.1.2 fraud or fraudulent misrepresentation; 13.1.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); 13.1.4 breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or 13.1.5 defective products under the Consumer Protection Act 1987. 13.2 Subject to clause 13.1: 13.2.1 the Company shall under no circumstances whatever be liable to the Buyer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and 13.2.2 the Company’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 Contract price. 13.3 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and the terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract. 13.4 This clause 13 shall survive termination of the Contract.

14. Intellectual Property Rights

14.1 The Buyer acknowledges that all intellectual property rights including, but not limited to, copyright, trade marks, design rights, patents and other rights of an intellectual property nature in the Goods and/or Services and in any designs, plans, moulds, drawings, prototypes, sketches, tooling, dyes\printing plates and rollers used by the Company including those which have been made, designed or prepared in conjunction or association with the Buyer shall at all times vest and remain vested in the Company and the Buyer shall not acquire any intellectual property rights or licences relating to the Goods and/or Services, designs, plans, moulds, drawings, prototypes, sketches, tooling, dyes\printing plates or rollers unless otherwise agreed in writing by the Company.

15. Assignment

15.1 The Company may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract any may subcontract or delegate in any manner any or all of its obligations under the Contract to any person, firm or company. 15.2 The Buyer shall not be entitled to assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract without the prior written consent of the Company.

16. Force Majeure

16.1 For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of the Company including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Company or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors. 16.2 The Company shall not be liable to the Buyer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event. 16.3 If the Force Majeure Event prevents the Company from providing any of the Services and/or Goods for more than 3 months, the Company shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Buyer.

17. Termination

17.1 Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if: 17.1.1 the other party commits a material breach of its obligations under this Contract and (if such breach is remediable) fails to remedy that breach within 14 days after receipt of notice in writing to do so; 17.1.2 the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply; 17.1.3 the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; 17.1.4 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of the other party with one or more other companies or the solvent reconstruction of that other party; 17.1.5 the other party (being an individual) is the subject of a bankruptcy petition or order; 17.1.6 a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days; 17.1.7 an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (being a company); 17.1.8 the holder of a qualifying charge over the assets of the other party (being a company) has become entitled to appoint or has appointed an administrative receiver; 17.1.9 a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party; 17.1.10 any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 17.1.2 to clause 17.1.9 (inclusive); 17.1.11 the other party suspends, threatens to suspend, ceases or threatens to cease to carry on, all or substantially the whole of its business; 17.1.12 the other party’s financial position deteriorates to such an extent that in the Company’s opinion the Buyer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or 17.1.13 the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation. 17.2 Without limiting its other rights or remedies, the Company may terminate the Contract with immediate effect by giving written notice to the Buyer if the Buyer fails to pay any amount due under this Contract on the due date for payment. 17.3 Without limiting its other rights or remedies, the Company may suspend the supply of Services or all further deliveries of Goods under the Contract or any other contract between the Buyer and the Company if the Buyer fails to pay any amount due under this Contract on the due date for payment, the Buyer becomes subject to any of the events listed in clause 17.1.2 to clause 17.1.13, or the Company reasonably believes that the Buyer is about to become subject to any of them. 17.4 On termination of the Contract for any reason: 17.4.1 the Buyer shall immediately pay to the Company all of the Company’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has yet been submitted, the Company shall submit an invoice, which shall be payable by the Buyer immediately on receipt; 17.4.2 the Buyer shall return all of the Company any materials and any deliverables which have not been fully paid for. If the Buyer fails to do so, then the Company may enter the Buyer’s premises and take possession of them. Until they have been returned, the Buyer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract; 17.4.3 the accrued rights and remedies of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and 17.4.4 clauses which expressly or by implication have effect after termination shall continue in full force and effect.

18. Export Terms

18.1 Where the Goods are supplied for delivery outside the United Kingdom the provisions of this condition 18 shall apply notwithstanding the other provisions of these conditions. 18.2 The Company shall be under no obligation to give notice under section 32(3) of the Sale of Goods Act 1979. 18.3 The Company shall not be liable for any damage to the Goods during transit. 18.4 Where the Goods are supplied for delivery outside United Kingdom the Company shall not be liable for death or personal injury arising from the use of the Goods delivered in the territory of another State (within the meaning of section 26(3)(b) Unfair Contract Terms Act 1977). 18.5 The Buyer is responsible for complying with any legislation or regulations governing the importation, use or sale of the Goods in the country of destination including without limitation any obligation to translate any instructions, labelling or packaging into another language.

19. Communications

19.1 All communications between the parties about the Contract shall be in writing and delivered by hand or sent by pre-paid first class post or sent by fax or electronic mail: 19.1.1 (in case of communications to the Company) to its registered office or such changed address as shall be notified to the Buyer by the Company or in the case of faxes or electronic mail to the fax number or electronic mail address notified to the Buyer by the Company from time to time; or 19.1.2 (in the case of the communications to the Buyer) to the registered office of the addressee (if it is a company) or (in any other case) to any address of the Buyer set out in any document which forms part of the Contract or such other address as shall be notified to the Company by the Buyer or in the case of faxes or electronic mail to the fax number or electronic mail address notified to the Company by the Buyer from time to time. 19.2 Communications shall be deemed to have been received: 19.2.1 if sent by pre-paid first class post, two days (excluding Saturdays, Sundays and bank and public holidays) after posting (exclusive of the day of posting); or 19.2.2 if delivered by hand, on the day of delivery; or 19.2.3 if sent by fax or electronic mail on a working day prior to 4.00 pm, at the time of transmission and otherwise on the next working day. 19.3 Communications addressed to the Company shall be marked for the attention of the Directors or the Company Secretary.

20. General

20.1 Each right or remedy of the Company under the Contract is without prejudice to any other right or remedy of the Company whether under the Contract or not. 20.2 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect. 20.3 Failure or delay by the Company in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract. 20.4 Any waiver by the Company of any breach of, or any default under, any provision of the Contract by the Buyer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract. 20.5 Nothing in this Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, nor constitute either party the agent of another party for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way. 20.6 Except as set out in these conditions, no variation of the Contract, including the introduction of any additional terms and conditions shall be effective unless it is agreed in writing and signed by the Company. 20.7 The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it. 20.8 The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.

REVISED: JANUARY 2017