Terms & Conditions

1.                  Interpretation

1.1.             Definitions:

Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.

Conditions: the terms and conditions set out in this document as amended from time to time in accordance with Clause 16.1.

Contract: the contract between the Seller and the Customer for the sale and purchase of the Goods in accordance with these Conditions.

Customer: the person or firm who purchases Goods from the Seller.

Data: means any data or information, in whatever form, including images, still and moving, and sound recordings, including (but not limited to) any Personal Data.

Personal Data : has the meaning given in the Data Protection Legislation.

Data Protection Legislation: means GDPR and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK.

Force Majeure Event: an event or circumstance beyond a party’s reasonable control including, but not limited to: (a) Acts of God, explosion, flood, lightening, tempest, fire or accident; (b) outbreak of hostilities, riot, civil disturbance, acts of terrorism; (c) the act of any government or authority (including refusal or revocation of any licence or consent); (d) fire, explosion, flood, fog or bad weather; (e) power failure, failure of telecommunication lines, failure or breakdown of plant, machinery or vehicles; (f) default of suppliers or sub-contractors; (g) theft, malicious damage, strike, lock-out or industrial action of any kind; and (h) any cause or circumstance whatsoever beyond the Seller’s reasonable control.

GDPR : EU General Data Protection Regulation ((EU) 2016/679).

Goods: the goods (or any part of them) set out in the Order.

Order: the Customer’s order for the supply of Goods as set out in Customer’s acceptance of the Seller’s Quotation (whether in writing, by telephone, via the Seller’s website or any other means) as the case may be .

Order Confirmation: the order confirmation issued by the Seller confirming acceptance of an Order.

Privacy Policy: the Seller’s data protection and privacy policy at: https://www.paragon-sci.com/privacy/ .

Specification: the Seller’s specification for the Goods, or, if an alternative specification is submitted by the Customer and agreed in writing by an authorised representative of the Seller, such alternative specification.

Seller: Paragon Scientific Limited (registered in England and Wales with company number 02908151)

Quotation: shall mean any quotation, estimate or tender from Seller to Customer in writing for the provision of the Goods.

1.2.                             Interpretation

1.2.1.            a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality)

1.2.2.            a reference to a party includes its personal representatives, successors or permitted assigns.

1.2.3.            a reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.

1.2.4.            any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

1.2.5.            a reference to writing or written includes emails.

2.                  The Contract

2.1.             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 trade, custom, practice or course of dealing. No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

3.                  Catalogues, Literature, Drawings

3.1.             All statements (whether written or oral), descriptions, drawings, sketches, photographs, illustrations, diagrams or specifications concerning the Goods made or given by, or on behalf of the Seller before Contract, whether in printed literature or electronic format or otherwise, (Seller’s Materials) are for the purpose of information and guidance only.

3.2.             Where Goods are sold by reference to descriptions in any of the Seller’s Materials, the Goods are sold subject to the tolerances and variations expressed or implied in the Seller’s Materials in that the design and sources of supply may change from time to time the Seller shall have the right to supply the goods of altered design or from a new source of supply

4.                  Orders

4.1.             The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable Specification submitted by the Customer are complete and accurate.

4.2.             The Order shall only be deemed to be accepted when the Seller issues an Order Confirmation or, if earlier, when the Seller delivers the Goods to the Customer, at which point the Contract shall come into existence.

4.3.             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.

4.4.             The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Seller with is not set out in the Contract provided that nothing in this Clause 4.4 shall exclude or limit the Seller’s liability for fraud or fraudulent misrepresentation.

4.5.             A Quotation for any goods given by the Seller shall not constitute an offer. A Quotation shall only be valid for a period of 60 Business Days from its date of issue.

4.6.             It is the Customer’s responsibility to ensure that all legal requirements and legal documentation required in connection with the Customer’s purchase of the Goods (including, but not limited to, Certificate of Origin, ATR1, Attested Invoice and other such documents) are clearly identified to the Seller before making an Order.

4.7.             It is the Customer’s responsibility to ensure that it has ordered the correct Goods. The Seller shall not be obliged to accept the return of any Goods which the Customer has ordered in error. In the event that the Seller exercises its discretion to accept the return of Goods which have been ordered in error, the Customer shall exclusively be liable for all costs of returning the Goods to the Seller’s premises.

Online ordering:

4.8.             This Clause 4.8 relates specifically to orders made via the Seller’s website.

4.8.1.            Placing an order: The Customer shall follow the onscreen prompts when placing an order online. Each order made online is an offer by you to buy the Goods subject to these Conditions.

4.8.2.            Correcting input errors: The Seller’s order process allows the Customer to check and amend any errors before submitting an order. The Customer shall check each order carefully before committing it. The Customer is responsible for ensuring that an order is complete and accurate and includes information required to carry out delivery, including but not limited to any documents referred to in Clause 4.6.

4.8.3.            Accepting an order: Following receipt of an order, the Customer’s order will be acknowledged by the Seller via an email to the e-mail address used to register the Customer’s online profile. The initial email is not an acceptance of the Customer’s offer. The Customer’s offer will be accepted by the Seller only when the Seller sends an Order Confirmation by email confirming that the order has been accepted, at which point the Contract will come into existence.

4.8.4.            If the Seller cannot accept the Customer’s order: If the Seller is unable to supply the Goods for any reason, the Seller will inform the Customer of this by email and will not process the order. If the Customer has paid for the Goods, the Customer will be refund the Customer the full amount as soon as possible.

4.8.5.            Cancellation: The Customer must notify the Seller within 24 hours of the intent to cancel all or any part of the order. In such cases the Seller reserves the right to charge an administration fee, and or, a fee for the Goods cancelled. For items sourced from a third party, and therefore beyond the Sellers control, the full charge for the items may be due and will be invoiced to the Customer.

5.                  Prices

5.1.             The price of the Goods shall be the price set out in the Order Confirmation.

5.2.             The Seller 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:

5.2.1.            any factor beyond the Seller’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);

5.2.2.            any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification;

5.2.3.            any delay caused by any instructions of the Customer or failure of the Customer to give the Seller adequate or accurate information or instructions or to obtain the documents referred to in Clause 4.6; or

5.2.4.            any request to change the terms in accordance with clause 5.5.

5.3.             The price of the Goods excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to the Seller at the prevailing rate, subject to receipt of a valid VAT invoice.

5.4.             Subject to clause 5.5 below, all prices shown in Seller’s Materials  are based on the delivery terms detailed below unless otherwise agreed with the Customer  in writing by an a director  of the Seller in advance of shipping:

5.4.1.            Carriage Paid To (CPT) – if the Customer has agreed to pay for delivery; or

5.4.2.            Ex Works (EXW) – if the Customer has agreed to pay for collection.

5.5.             The Customer may request changes to the terms specified in clause 5.4 above and the Seller shall, where agreed, confirm the agreed terms (and any variations to the prices consequent upon such changes to the agreed terms) on the Sales Order Confirmation.

5.6.             Where an Order is placed for goods having a total invoiced value (excluding VAT and any additional transport, insurance, packing and/or additional costs) of less than £100.00 the Seller reserves the right to make an additional charge of £12.00

5.7.              The Seller reserves the right to make an additional charge to cover the costs of any necessary specialised packaging used in the dispatch of dangerous or hazardous chemicals which are required to meet all appropriate transport rules and regulations (including, but not limited to, those imposed by the carrier of the Goods).

6.                  Payment

6.1.             The Seller may invoice the Customer for the Goods on or at any time after the completion of the delivery or deemed delivery of the Goods.

6.2.             The payment terms shall be set out in the Order Confirmation. Unless otherwise stated in the Order Confirmation or agreed by the Seller in writing, the Customer shall pay the invoice in full and in cleared funds within 30 days of the invoice. Payment shall be made to the bank account nominated in writing by the Seller. Time for payment is of the essence.

6.3.             If the Customer fails to make any payment due to the Seller by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 4% above the Base Rate of Bank of England ruling at the date the purchase price is due, or at such rate as specified by The Late Payment of Commercial Debts (Interest) Act 1998 if higher. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest immediately on demand by the Seller.

6.4.             The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Seller may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by the Seller to the Customer.

7.                  Shipping & Delivery

7.1.             Any dates quoted by the Seller for delivery are approximate only, and the time of delivery is not of the essence. Late delivery of the Goods shall not entitle the Customer to reject the Goods and/or terminate the Contract.

7.2.             The Seller shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location).

Delivery

7.3.             Delivery will be completed in accordance with the terms set out in clause 5.4 or the terms set out in the Sales Confirmation.

7.4.             The Customer shall be responsible for obtaining all necessary export and import licences which shall be obtained at the Customer’s own cost and expense and within sufficient time to allow delivery of the Goods to take place in accordance with the Contract.

7.5.             If the Seller 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.

7.6.             The Seller shall have no liability for any delay in delivery of, or failure to deliver, the Goods to the extent that such delay or failure is caused by:

7.6.1.            a Force Majeure Event; or

7.6.2.            the Customer’s failure to provide The Seller with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods; or

7.6.3.            the Customer’s failure to comply with its obligations under the Contract.

7.7.             If the Customer fails to take delivery of the Goods when they are ready for delivery or the Seller is unable to deliver the Goods when they are ready for delivery due to the Customer’s failure to provide the Seller with adequate delivery facilities or delivery instructions that are relevant to the supply of the Goods or the Customer’s failure to comply with its obligations under the Contract, then:

7.7.1.            delivery of the Goods shall be deemed to have been completed at 9.00 am on the  Business Day after the proposed delivery date which the Seller notified to the Customer for delivery of the Goods; and

7.7.2.            the Seller may store the Goods until delivery takes place, and charge the Customer for storage and all related costs and expenses (including insurance); and/or

7.7.3.            the Seller may sell or otherwise dispose of part or all of the Goods and (after deducting reasonable storage and selling expenses) apply the proceeds to discharge any sums owing to, or claimed by, the Seller under the Contract and then account to the Customer for any balance.

7.8.             The Customer shall not be entitled to reject the Goods if the Seller delivers up to and including 5% more or less than the quantity of Goods ordered, but a pro rata adjustment shall be made to the Order invoice on receipt of notice from the Customer that the wrong quantity of Goods was delivered.

7.9.             The Seller may deliver the Goods by instalments, which shall be invoiced and paid for in accordance with the terms set out in the Sales Confirmation. Each instalment shall constitute a separate Contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.

7.10.         Unless otherwise specified for all deliveries outside the United Kingdom:

7.10.1.         the cost of cases, other containers and packaging costs, dock and airport duties, port rates and customs entry, freight, insurance, agency fees and other charges which may be incurred are payable by the Customer on demand and such cases, packaging and containers are non-returnable;

7.10.2.          such orders shall be delivered in accordance with the terms set out in clause 5.4 or the Sales Confirmation; and

7.10.3.         The Customer shall not be responsible for complying with any legalisation governing the importation of the goods into the country of destination and for the payment of any duties thereon.

7.11.          Save where Goods are returned due to a breach of the Seller’s warranties in clause 8  below the Seller reserves the right to make a charge against the Purchaser being 15% of the invoice value towards the costs incurred by the Seller for carriage, inspection, packaging and the like as a result of such return. Custom manufactured items Goods are non-returnable and the Purchaser shall remain liable for the full purchase price.

7.12.          The Seller reserves the right to designate minimum order quantities and/or handling charges for any products.

8.                  Conditions, Warranties & Sellers Liability

8.1.             The Seller warrants the Goods shall:

8.1.1.            conform in all material respects with the Specification;

8.1.2.            be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and

8.1.3.            be fit for any purpose held out by the Seller.

8.2.             Subject to clause 8.4, if:

8.2.1.            the Customer gives notice in writing to the Seller within:

8.2.1.1.           2 Business Days of delivery, in the case of a defect that is apparent n normal visual inspection (including any defect which is as a result of damage in transit); and

8.2.1.2.           in the case of a latent defect, within 2 Business Days of the latent defect having become apparent or should have been apparent,

that some or all of the Goods do not comply with the warrant set out in clause 8.1; and

8.2.2.            the Seller is given a reasonable opportunity of examining such Goods (and any products incorporating any of the Goods);

8.2.3.            the Customer (if requested to do so by the Seller) providing (within 3 Business Days of any such request) such information and documentation evidencing the storage and/or use of the Goods since delivery of the Goods (including, without limitation, temperature, warehouse and manufacturing records); and

8.2.4.            the Customer (if asked to do so by the Seller) promptly returns such Goods (or where the Goods have been incorporated into other products, samples of such products in such volumes requested by the Seller) to the Seller’s place of business at the Seller’s cost,

the Seller shall, at its option replace the defective Goods (or the defective part of the Goods) or refund the price of the defective Goods (or the defective part of the Goods) in full.

8.3.             If the Customer has not given notice of any defects in the Goods within the relevant time periods set out in clause 8.2, it shall be deemed to have accepted the Goods.

8.4.             The Seller shall not be liable for the Goods’ failure to comply with the warranty set out in clause 8.1 in any of the following events:

8.4.1.            the Customer makes any further use of such Goods after giving notice in accordance with clause 8.2;

8.4.2.            the defect arises because the Customer failed to follow the Seller’s oral or written instructions as to the storage and/or use of the Goods or (if there are none) good trade practice regarding the same;

8.4.3.            the defect arises as a result of the Seller following any specification supplied by the Customer;

8.4.4.            the Customer alters such Goods without the written consent of the Seller;

8.4.5.            the defect arises as a result of the Customer’s wilful damage, negligence, or abnormal storage or working conditions; or

8.4.6.            the Goods differ from the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

8.5.             Except as provided in this clause 8, and subject always to clause 10.2, Seller shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in clause 8.1.

8.6.             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.

8.7.             These Conditions shall apply to any replacement Goods supplied by the Seller.

8.8.             Any Goods that have been replaced by the Seller shall belong to the Seller.

8.9.             No warranty is given that the goods are suitable for any particular or special purposes or for use in connection with any equipment unless expressly given in writing by the Seller.

9.                  Limitation of liability

9.1.             Nothing in these Conditions shall limit or exclude the Seller's liability for:

9.1.1.            death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);

9.1.2.            fraud or fraudulent misrepresentation;

9.1.3.            breach of the terms implied by section 12 of the Sale of Goods Act 1979; or

9.1.4.            any matter in respect of which it would be unlawful for the Seller to exclude or restrict liability.

9.2.             Subject to clause 9.1:

9.2.1.            the Seller shall under no circumstances whatsoever be liable to the Customer, 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

9.2.2.            the Seller's total liability to the Customer 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 price of the Goods.

10.               Purchaser’s warranties

10.1.         The Customer accepts that the Goods, especially those which are chemicals, may be dangerous if not properly used or stored and warrants and undertakes to take all required  precautions in accordance with :

10.1.1.         Good industry standards; and

10.1.2.         all instructions specified by the Seller (including, but not limited to, instructions relating to the maintenance of appropriate environmental conditions when storing, handling or using the Goods).

10.2.         The Customer agrees that it shall use its best endeavours to eliminate or reduce any risk to health and or safety to which use of the Goods may give rise.

10.3.         The Customer acknowledges that where the Goods are manufactured to a Specification provided by the Customer, the Seller has not undertaken any research as to the risks to health and or safety which may arise from use or storage of the Goods.

10.4.         The Customer shall comply with all the duties imposed by Section 6 of the Health and Safety at Work etc. Act 1974 on designers and further shall comply with all other duties, which may be implied at law on a designer and/or manufacturer of the Goods.

10.5.         The Customer shall indemnify the Seller against any claim, proceedings, costs, loss, damage or liability suffered by the Seller as a result of any failure by the Purchaser, or any other person in control of the Goods, to take such steps or ensure compliance with the duties referred to in clauses 10.1 to 10.4 inclusive.

10.6.         The Customer warrants that it is purchasing the Goods for its own use (save where the Customer is an authorised distributor of the Seller).

11.               Patents, Designs and Technical Information

11.1.         The Customer shall not use or deal with the Goods or the Seller’s catalogues, brochures, leaflets or lists so as to infringe, interfere with or weaken any rights of the Seller or any manufacturer of the goods under or in respect of any patents, processes, proprietary information, trademarks, registered designs, logos, artwork or copyright for or in connection with the Goods.

11.2.         The Seller shall have no liability for the infringement of any rights of any third party arising from the use of the Goods in combination with other goods, trademarks or processes not supplied by the Seller, and the Customer shall indemnify the Seller in respect of any infringement caused by the Customer.

11.3.         Where Goods are manufactured to the design or specification of the Customer, the Customer warrants that such design or specification does not infringe the rights of any third party and will indemnify the Seller in respect of any claim brought by a third party in respect of such rights.

12.               Passing of risk and property

12.1.         The risk in the Goods shall pass to the Customer when the Goods are delivered in accordance with clause 7.3

12.2.         Title to the Goods shall not pass to the Customer until the earlier of:

12.2.1.         the Seller receives payment in full (in cash or cleared funds) for the Goods and any other goods that the Seller has supplied to the Customer 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

12.2.2.         the Customer resells the Goods, in which case title to the Goods shall pass to the Customer at the time specified in Clause 12.4.

12.3.         Until title to the Goods has passed to the Customer, the Customer shall:

12.3.1.         hold the Goods on a fiduciary basis as the Seller’s bailee;

12.3.2.         store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Seller’s property and in accordance with any written or oral instructions by the Seller;

12.3.3.         not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;

12.3.4.         maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;

12.3.5.         notify the Seller immediately if it becomes subject to any of the events listed in clause 13.1 ; and

12.3.6.         give the Seller such information relating to the Goods as The Seller may require from time to time.

12.4.         Subject to clause 12.5, the Customer may resell the Goods (provided that it is an authorised distributor of the Goods) or use the Goods in the ordinary course of its business (but not otherwise) before the Seller receives payment for the Goods. However, if the Customer resells the Goods before that time:

12.4.1.         it does so as principal and not as the Seller’s agent; and

12.4.2.         title to the Goods shall pass from the Seller to the Customer immediately before the time at which resale by the Customer occurs.

12.5.         If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 13.1, or the Seller reasonably believes that any such event is about to happen and informs the Customer accordingly in writing, then, provided that the Goods have not been resold, or irrevocably incorporated into another product, and without limiting any other right or remedy the Seller may have, the Seller may at any time require the Customer to deliver up the Goods 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.

13.               Termination and Suspension

13.1.         Without limiting its other rights or remedies, the Seller may terminate this Contract with immediate effect by giving written notice to the Customer if:

13.1.1.         the Customer fails to pay any amount due under the Contract on the due date for payment;

13.1.2.         the Customer commits a material breach of any other term of the Contract;

13.1.3.         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), 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;

13.1.4.         the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or

13.1.5.         the Customer’s financial position deteriorates to such an extent that in the Seller’s opinion the Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

13.2.         Without limiting its other rights or remedies, Seller may suspend provision of the Goods under the Contract or any other contract between the Customer and Seller if the Customer becomes subject to any of the events listed in clause 13.1.3 to 13.1.5, or the Seller reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.

13.3.         On termination of the Contract for any reason the Customer shall immediately pay to the Seller all outstanding unpaid invoices and interest.

13.4.         Termination of the Contract shall not affect any of the parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of this Contract that existed at or before the date of termination.

13.5.         Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.

14.               Confidentiality

14.1.         The Customer shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes, recipes, production methods or initiatives which are of a confidential nature and have been disclosed by the Seller to the Customer, its employees, agents or subcontractors, and any other confidential information concerning Seller’s business or its products or its services which the Customer or any of its employees, agents or subcontractors may obtain. The Customer shall ensure that such employees, agents and subcontractors comply with the obligations of the Customer in this clause 14.1 as if they were the Customer and are subject to obligations of confidentiality corresponding to those which bind the Customer. This clause 14.1 shall survive termination of the Contract.

15.               Data Protection

15.1.         By entering into the Contract you consent to the Seller processing Data in accordance with the Privacy Policy, in order that the Seller may properly perform its obligations in respect of the Contract.

15.2.         The Privacy Policy includes details about:

15.2.1.         the Data the Seller collects from Customers;

15.2.2.         the use the Seller will make of that Data;

15.2.3.         who the Seller may disclose the Data to;

15.2.4.         where the Seller will store your Data and, for how long; and

15.2.5.         your rights in respect of Data.

16.               General

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

16.2.         Waiver. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not:

16.2.1.         waive that or any other right or remedy; nor

16.2.2.         prevent or restrict the further exercise of that or any other right or remedy.

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

16.4.         Notices.

16.4.1.        Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service or commercial courier.

16.4.2.        A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 16.4.1 above; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed.

16.4.3.         The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

16.5.         Third party rights. No one other than a party to this Contract and their permitted assignees shall have any right to enforce any of its terms.

16.6.         Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.

16.7.         Jurisdiction. 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 this Contract or its subject matter or formation.