SPV SPECIAL PROJECTS LIMITED TERMS & CONDITIONS
Unless otherwise agreed by us in writing, the following Terms and Conditions shall apply to all orders placed with us. Any stipulations or conditions in a customer’s order which would conflict with quality or negate any of these terms and conditions shall be inapplicable to any order placed with us unless expressly agreed to us in writing when acknowledging the order in question.
1.1 The following definitions and rules of interpretation apply:
Affiliate: means any legal entity, which directly or indirectly controls, is controlled by or is under common control with another entity within the meaning of section 1124 of the Corporation Tax Act 2010.
Buyer: means the person or firm which purchases the Goods and/or Services from the Company.
Business Day: means a day which is not a Saturday, a Sunday or a day which is a public holiday in England.
Conditions: means these terms and conditions, as amended from time to time in accordance with clause 16.1.
Contract: has the meaning given to it in clause 2.1.
Company: means SPV Special Projects Limited, a company incorporated and registered in England and Wales with company number 04282687 andwhose registered office is at Westgate, Aldridge, Walsall, WS9 8EX. Force Majeure Event: means any event or circumstance arising after the date of the Contract which prevents or hinders a party’s performance of its obligations under the Contract and which is beyond the reasonable control of that party including fire, flooding, bad weather or any failure of the Buyer’s suppliers to deliver any relevant materials on time. For the avoidance of doubt this does not include an Insolvency Event.
Goods: means the goods (or any part of them) set out in the Order. Insolvency Event: has the meaning given to it in clause 13.1.3.
Order: means the Buyer’s order for the supply of Goods and/or Services, as set out in the Buyer’s purchase order form.
Services: the services supplied by the Company to the Buyer as set out in the Order.
1.2 In these Conditions: (i) a reference to a statute or statutory provision is a reference to it as it is amended, re-enacted or replaced from time to time; (ii) the words “including”, “includes” or “for example” are to be construed without limitation; and (iii) clause headings are inserted for convenience only and shall not affect the construction or interpretation of these Conditions.
1.3 In the event of any inconsistency or contradiction between these Conditions and the Order, or any apparent variation of these Conditions in the Order, these Conditions shall prevail and shall remain unvaried unless the Order specifically provides otherwise by reference to the particular clauses of these Conditions which it overrides or varies, and that Order is countersigned by a director of the Company.
- CONTRACT FORMATION
2.1. Every contract for the sale and purchase of Goods and/or provision of Services entered into by the Company (each, a “Contract”) consists of the relevant Order and these Conditions only. The Company does not deal on any other terms, and these Conditions shall operate to the entire exclusion of any terms and conditions that the Buyer seeks to incorporate or impose, or which are implied by trade, custom, practice or course of dealing, and any purported variation or exclusion of these Conditions whether contained in any document of the Buyer or otherwise shall be of no effect unless accepted in writing by the Company.
2.2. Any Order, whether or not based upon a quotation, shall only become binding on the Company upon acceptance of the Buyer’s purchase order form by the Company in writing. For the avoidance of doubt, the Company may reject any purchase order at its absolute discretion.
2.3. If the Company believes there is a lack of information received from the Buyer surrounding the delivery of the Goods and/or Services, any quote or acceptance of a purchase order shall be considered provisional and subject to revision upon receipt of more detailed information.
2.4. Any representations or warranties made or given by anyone on the Company’s behalf prior to acceptance of an Order and not confirmed in writing in the Contract are hereby expressly excluded.
2.5. Unless otherwise agreed by the Company in writing all quotations submitted by the Company are indicative of the price of the Goods and/or Services requested and the Company shall not be bound by the quotation until an Order is placed by the Buyer and accepted by the Company in accordance with clause 2.1.
2.6. Any samples, drawings, descriptive matter or advertising produced by the Company are produced for the sole purpose of giving an approximate idea of the Goods and/or Services referred to in them. They shall not form part of the Contract nor have any contractual force.
2.7. Any additional Services that are required in addition to those in the Order shall be subject to a further quotation.
2.8. The Buyer may not cancel an Order without prior written consent from the Company. Such consent may be given at the Company’s sole discretion and shall be subject to the Buyer reimbursing all cash and expenses incurred by the Company prior to cancellation.
3.1. All Goods are supplied subject to availability and the Company reserves the right at any time prior to entry into the Contract to change the contents, specification, design and packaging of any Goods.
3.2. To the extent that the Goods are to be manufactured in accordance with a design, specification or instructions supplied by the Buyer (such Goods to be referred as, “Commissioned Goods”), the Buyer shall indemnify the Company, and its Affiliates, against all liabilities, costs, losses, damages, claims, demands and expenses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal fees) suffered or incurred by the Company arising out of or in connection with any claim or allegation made against the Company on the basis that such Commissioned Goods or the design, specification or instructions for their manufacture provided by the Buyer infringe the intellectual property rights or other rights, or misappropriation of trade secrets of, any third party.
4.1. This clause 4.1 applies if the Order specifies that the Company shall be responsible for carriage of the Goods to a location specified by the Buyer. The Company shall arrange carriage of the Goods to that location with a suitable third party carrier. Delivery of the Goods shall be affected upon the Buyer’s signature of a delivery or despatch note. The Company shall use reasonable endeavours to meet any particular date or time for delivery specified in the Order or otherwise made known to it by the Buyer reasonably far in advance, but all specified delivery dates are estimates only and time for delivery shall not be of the essence.
4.2. The Company’s liability, in respect of Goods lost or damaged in transit shall be limited at its option, and discretion, to replacing or repairing such Goods within a reasonable time.
4.3. If the Buyer fails to provide accurate delivery instructions, or to take or accept delivery of the Goods when presented for delivery at the specified location during normal business hours, the Company shall be entitled to store the Goods at the Buyer’s cost (including costs of storage, insurance and demurrage) until re delivery can be arranged, and the Buyer shall pay all such costs on demand.
4.4. It is the Buyer’s responsibility to arrange appropriate manpower and facilities for unloading the Goods at the delivery point.
4.5. The Company shall have no liability in respect of Goods lost or damaged in transit unless the Buyer or its agent notes such loss or damage on the delivery receipt and gives notice thereof in writing to the Company and the carrier within seven days of receipt or such shorter period as may be required by the carrier’s conditions of carriage, or in the case of a whole consignment failing to arrive, unless the Buyer gives notice thereof in writing to the Company within seven days of receipt of the Company’s invoice or despatch note.
4.6. If the Buyer has not collected or accepted delivery of the Goods (as the case may be) within 10 Business Days of the Buyer being first informed that they are available for collection in accordance with clause Error! Reference source not found. or of the first delivery attempt by the Company in accordance with clause 4.1 (as the case may be), the Company shall be entitled to resell or otherwise dispose of all or part of the Goods. Such right shall not affect the Buyer’s obligation to pay the purchase price of the Goods.
4.7. The Company shall be entitled to make deliveries by instalments, which shall be invoiced and paid for separately. Any delay or defect by the Company in the delivery of an instalment shall not entitle the Buyer to cancel any other instalment or terminate the Contract as a whole.
4.8. The Goods may be delivered by the Company in advance of the delivery date in the Order upon giving reasonable notice to the Buyer.
- QUALITY OF THE GOODS
5.1. The Company warrants that, unless damaged in transit, at the time of delivery and from the date of completed installation the Goods shall correspond with the Company’s specification provided in writing or with the Buyer’s specification which has been accepted by the Company in
writing, and as per SPV SPECIAL PROJECTS LIMITED Warranty Conditions
5.2. The Buyer’s sole and exclusive remedy for the Company’s breach of clause 5.1 shall be for the Company, at its option and free of charge, to repair or replace the Goods (or the affected part of them) that do not comply with clause 5.1, or to refund the price of them provided that:
5.2.1. written notice of rejection is given to the Company:
22.214.171.124. in the case of a defect that is apparent on normal visual inspection, within seven days of completed delivery pursuant to clause 4; or
126.96.36.199. in the case of a latent defect, within seven days of the latent defect having become apparent;
5.2.2. the Goods are made available for examination by the Company, an Affiliate of the Company or a third party of the Company’s choosing;
5.2.3. the Buyer (if asked to do so by the Company) returns the Goods to the Company carriage paid promptly on request and in any event within one month; and
5.2.4. none of the events listed in clause 5.3 apply.
5.3. The Company shall have no liability for any Goods’ failure to comply with the warranty at clause 5.1if:
5.3.1. any further work, use or treatment is undertaken on or in respect of the Goods after giving notice in accordance with clause 5.2;
5.3.2. the failure to conform to the warranty at clause 5.1 has been caused by misuse, neglect, wilful damage, fair wear and tear, abnormal working conditions or accident; act of God
5.3.3. 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;
5.3.4. the Buyer alters or repairs the Goods without the written consent of the Company;
5.3.5. the defect as a result of the Goods being combined with non-compatible goods;
5.3.6. the defect arises as a result of the Company following any drawing, design, specification or instruction supplied by the Buyer; or
5.3.7. the defect relates to component parts or accessories not manufactured by the Company, in which case the Company shall pass to the Buyer the benefit of any manufacturer’s guarantee in respect of such parts or accessories insofar as such guarantees are assignable without expense to the Company.
5.4. Except as provided in this clause 5, the Company shall have no liability to the Buyer in respect of the Goods’ failure to comply with the warranty set out in clause 5.1.
5.5. Any defect in Goods shall not entitle the Buyer to withhold or delay payment.
5.6. All other conditions, warranties or other undertakings concerned with the condition, quality or merchantability of the Goods, their fitness for any purpose or correspondence with any description or sample, whether express or implied by statute, common law, custom, usage or otherwise, are excluded to the fullest extent permitted by law. Without prejudice to the foregoing the Buyer shall satisfy itself that the Goods are fit for purpose.
5.7. The warranty at clause 5.1 shall not apply unless or until the Buyer has paid for the Goods and services in full.
- RISK AND TITLE
6.1. Risk of damage to or loss of the Goods shall pass to the Buyer on delivery in accordance with clause 4 (or, where the Company is responsible for carriage of the Goods, upon the Buyer’s first failure to take or accept delivery in accordance with clause 4).
6.2. Title to the Goods shall not pass to the Buyer until the Company receives in cash or cleared funds payment in full of the purchase price of the Goods and all other goods agreed to be sold by the Company to the Buyer for which payment is then due
6.3. The Buyer 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 Company but if the Buyer does so all monies owing by the Buyer to the Company shall (without prejudice to any other right or remedy of the Company) forthwith become due and payable.
6.4. Title to the Company Materials (as defined at clause 8.1.12) shall remain with the Company or its suppliers at all times.
- SUPPLY OF SERVICES
7.1. Subject to the Buyer’s compliance with clause 8, the Company shall supply the Services to the Buyer using reasonable skill and care and in in all material respects in accordance with the specification issued to the Buyer in writing.
7.2. The Company shall use all reasonable endeavours to meet any performance dates for the Services specified in the Order but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
7.3. The Company reserves the right to amend the specification:
7.3.1. in order to comply with any applicable law or regulatory requirement;
7.3.2. if the amendment shall not materially affect the nature or quality of the Services; or
7.3.3. if, in the Company’s reasonable opinion, there is a more suitable installation method and/or materials whether or not of a similar nature to not less than the quoted price. Any installation method or material that results in a reduction in price shall be credited to the Buyer.
7.4. Unless otherwise agreed in writing, the Company shall not be responsible, or liable, for:
7.4.1. the removal or transfer of cables, services, ducting, plant or any equipment be it communication or environmental;
7.4.2. the restoration of any internal decoration to the condition it was in before the delivery of the Goods and/or Services;
7.4.3. the jetting of any rainwater outlets, downpipes or goods to remove any blockages;
7.4.4. the installation or replacement of any deck or supporting structural items; or
7.4.5. the alleviation or removal of any standing water from any surfaces and the Buyer acknowledges that standing water to newly covered flat roof areas will be more prominent once the new membrane has been installed.
7.5. The Company shall not be liable for any damage caused to existing materials in the course of the moving or setting aside of such materials as may be necessary in the delivery of the Services or any damage caused by poor weather conditions if the Buyer’s property, or property it is in control of, is temporarily stored outdoors. Any damage or breakages caused to existing materials shall be replaced and charged to the Buyer as an addition to the original quotation.
- BUYER’S OBLIGATIONS
8.1. The Buyer shall:
8.1.1. ensure that the terms of the Order and the Service specification and Goods specification are complete and accurate, and promptly inform
the Company of any inaccuracies or discrepancies;
8.1.2. cooperate with the Company in all matters relating to the Services and delivery of Goods;
8.1.3. provide the Company, its employees, agents, consultants and subcontractors, with clear, uninterrupted access to the Buyer’s premises,
its customer’s premises, office accommodation or other facilities as reasonably required by the Company during the hours of 08.00 to 17.00 Monday to Friday in order to provide the Services;
8.1.4. provide a safe working environment for the Company’s staff and subcontractors while working on any Buyer site, in accordance with applicable law;
8.1.5. inform the Company of any dangers or hazards that the Company’s staff may be subject to while delivering the Services;
8.1.6. provide the Company with such information and materials as the Company may reasonably require to supply the Services and ensure that such information is complete and accurate in all material respects;
8.1.7. provide the Company with such facilities at the site on which the Services are delivered as the Company may reasonably require to supply the Services including electricity, water supply and welfare facilities.
8.1.8. obtain all permissions, consents, approvals, licences or otherwise which are required for the provision of the Services before the Company commences the delivery of the Services or Goods;
8.1.9. prepare the premises for the supply of Services and ensure the removal of all vehicles, goods, stock or articles away from the area where the Services will be provided and/or Goods will be delivered;
8.1.10. unless agreed otherwise in writing, promptly offload all materials brought onto site by the Company or its subcontractors, using plant or labour supplied by the Buyer at the Buyer’s cost;
8.1.11. ensure that the existing structure is in good condition and capable of supporting the proposed Goods in the Order; and
8.1.12. keep all materials, equipment, goods and plants, documents and other property of the Company or its suppliers (“Company Materials”) at the Buyer’s premises (or if relevant its customer’s premises) in safe custody in suitable conditions (at the Buyer’s risk), maintain the Company Materials in good condition until returned to the Company, and not dispose of or use the Company Materials other than in accordance with the Company’s written instructions or authorisation.
8.2. If the Company’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Buyer or failure by the Buyer to perform any relevant obligation:
8.2.1. without limiting or affecting any other right or remedy available to it, the Company shall have the right to suspend performance of the Services until the Buyer remedies the default;
8.2.2. the Company shall not be liable for any costs or losses sustained or incurred by the Buyer arising directly or indirectly from the Buyer’s failure or delay to perform any of its obligations set out at clause 8.1; and
8.2.3. the Buyer shall reimburse the Company on demand for any costs or losses sustained or incurred by the Company arising directly or indirectly from the Buyer’s default.
8.3. The Buyer shall indemnify the Company, and its Affiliates, against all damages, costs, claims and expenses suffered by the Company arising out of or in connection with any injury to Company personnel (or those of its subcontractors) or any loss or damage to any equipment on the Buyer’s site (including equipment belonging to third parties and sub-contractors), in each case which is caused by (or by the negligence of) the Buyer, its agents, employees, or any other person under the Buyer’s control.
8.4. The Buyer shall maintain in force during the term of these Conditions and for a period of 6 years thereafter:
8.4.1. Employer’s liability insurance with a limit of £5,000,000 per claim and in aggregate per annum; and
8.4.2. Public liability insurance with a limit of £1,000,000 per claim and in aggregate per annum.
9.1. The price of the Goods shall be the price set out in the Order and unless otherwise stated by the Company in writing, shall be inclusive of all costs and charges of insurance and carriage of the Goods.
9.2. The charges for the Services shall be the charges set out in the Order and are based on the Services being provided between the hours of 8.00 and 17.00 Monday to Friday unless stated otherwise in our Quotation
9.3. The price shall be exclusive of any applicable valued added tax which the Buyer shall be additionally liable to pay to the Company.
9.4. Unless the prices quoted by the Company are specifically stated as fixed, the Company reserves the right to:
9.4.1. increase the price of the Goods or Services by giving notice to the Buyer at any time prior to delivery of the Goods or commencement of the Services, to reflect any increase in cost due to:
188.8.131.52. any factor beyond the control of the Company (including any increase in the cost of labour, materials and other manufacturing costs, foreign exchange fluctuations, or increases in taxes and duties, in connection with the Goods or Services);
184.108.40.206. the Buyer requesting alterations or modifications to the Goods;
220.127.116.11. any request by the Buyer to change the delivery date or to perform the Services outside the hours provided in the Order; or
18.104.22.168. any delay caused by the any instructions of the Buyer or failure of the Buyer to give the Company accurate or adequate information.
10.1. Subject to clause 10.3, the Company shall invoice the Buyer upon completed delivery of the Goods and/orServices.
10.2. Subject to clause 10.3, the Buyer shall pay the Company in full within 30 days from the date of the invoice.
10.3. Upon receipt of the Order, the Company reserves the right to demand payment prior to the delivery of the Goods and/or Services.
10.4. Unless the Company informs the Buyer otherwise in writing, all payments shall be in pounds sterling.
10.5. Time of payment is of the essence. If the Buyer fails to make payment due to the Company by the due date then, without prejudice to any other right or remedy available to the Company, the Company shall be entitled to:
10.5.1. suspend any delivery of Services and/or Goods to the Buyer; and/or
10.5.2. charge the Buyer interest (both before and after any judgement) on the amount unpaid at the rate of 3% per month above the base lending rate of Allied Irish Bank GB (but at 1% per month for any period when that base rate is or is below 0%) until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).
10.5.3. 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). If the Buyer is obliged by law to withhold any amount by way of withholding tax, it shall pay the withheld amount to the applicable local tax authority and shall provide to the Company a certificate that it has done so in the appropriate form so as to enable to Company to claim the withheld amount back under applicable double taxation treaties.
10.5.4. The recommended government rate is 8% per annum which accrues on a daily basis. Any third party costs such as debt collection agencies fees will be payable by the customer.
- LIMITATION OF LIABILITY
11.1. Nothing in these Conditions shall limit or exclude the Company’s liability for:-
11.1.1. the bodily injury or death of any person to the extent that such bodily injury or death is caused by its negligence or by the negligence of its employees, agents or subcontractors;
11.1.2. fraud or fraudulent misrepresentation;
11.1.3. breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
11.1.4. any other matter for which it is unlawful to limit or exclude liability (as the case may be) under English law.
11.2. Subject to clause 11.1, in no circumstances shall the Company be liable to the Buyer whether in tort (including but not limited to negligence or breach of statutory duty), contract or otherwise, arising under or in connection with the Contract for any loss of use, loss of profits, loss of anticipated profits, loss of business or contracts, loss of data, loss of reputation or goodwill, business interruption (each whether direct or indirect), or any type of special, indirect or consequential loss, damage costs or expenses
11.3. For the avoidance, the Company shall have no liability for any damage caused:
11.3.1. to the Buyer’s premises as a result of it not being wind and watertight during the provision of the Services;
11.3.2. to the roads or driveway forming part of the Buyers premises or any third party premises; or
11.3.3. to any goods, vehicles, stock or any other article whatsoever belonging to the Buyer or any other third party which are situated on the Buyer’s premises or any neighbouring or adjoining premises or any third party premises where the Services are performed, whether such damage is caused by carried or storing of materials or vibrations or ingress of water or falling materials.
11.4. 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.
11.5. This clause 11 shall survive termination of the Contract.
- INTELLECTUAL PROPERTY
12.1. All intellectual property rights (including copyright) and other rights in any estimates, designs, drawings, plans or models prepared by the Company for the Buyer’s information or in connection with the Contract remain the property of the Company and shall be returned to the Company on its demand. The Buyer expressly agrees to keep such documents confidential and not to copy the same nor to supply the same to any third party for any purpose whatsoever nor to use the same except for the purpose of the Contract.
13.1. Without affecting any other right or remedy, the Company may terminate the Contract with immediate effect by giving written notice to the Buyer if:
13.1.1. the Buyer fails to pay any amount due under these Conditions on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment;
13.1.2. the Buyer commits a material breach of the Contract which (if such breach is remediable) it fails to remedy within a period of 30 days after being notified in writing to do so; or
13.1.3. the Buyer:
22.214.171.124. makes any voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to administration or liquidation (otherwise than for the purposes of solvent amalgamation or reconstruction);
126.96.36.199. an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer; or
188.8.131.52. suspends or threatens to suspend, or ceases, or threatens to cease, to carry on all or a substantial part of its business;
184.108.40.206. takes any preparatory step in respect of any of the above;
220.127.116.11. becomes subject to any analogous procedure or circumstance analogous to any of the above in any relevant jurisdiction; or
18.104.22.168. the Company reasonably believes that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly, (each an “Insolvency Event”).
13.2. Without prejudice to any other right or remedy available to the Company, the Company shall be entitled to suspend the supply of Services or any further deliveries of Goods under the Contract without any liability to the Buyer if the Buyer suffers an InsolvencyEvent.
13.3. On termination of the Contract, the Buyer shall immediately pay to the Company, all of the Company’s outstanding unpaid invoices and any accrued interest thereon. In respect of Services and Goods supplied but for which no invoice has yet been submitted, the Company shall submit an invoice for such Goods and/or Services which shall be payable by the Buyer immediately on receipt.
13.4. Termination of the Contract shall not affect any rights, remedies, obligations and liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
- BUYER’S ASSURANCE
14.1. The Buyer shall not without the written consent of the Company:
14.1.1. make any representation or give any warranty in the name of the Company relating to the Goods; or
14.1.2. hold itself out as an agent or representative of the Company for any purpose.
- FORCE MAJEURE
15.1. Neither the Company nor the Buyer shall be liable to the other or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of its obligations under the Contract, if the delay or failure is due to a Force Majeure Event. This clause 15 shall not apply to the Buyer’s obligations to pay the price of the Goods and/or Services.
16.1. Variation. Except as set out in these Conditions, no variation of these Conditions shall be effective unless it is agreed in writing and signed by the Company or authorised representative.
16.2. Waiver. No failure or delay by a party to exercise any right or remedy provided under these Conditions or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
16.3. Severance. If any provision (or part of a provision) of these Conditions is or becomes invalid, unenforceable or illegal, 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. Entire Agreement.
16.4.1. These Conditions and the Order constitute the whole agreement, between the parties and supersede any previous arrangement, understanding, assurances, warranties, representations and understandings between them relating to its subject matter.
16.4.2. No terms or conditions endorsed on, delivered with, or contained in the Order or other document associated with the Order shall form part of the agreement except to the extent that the Company otherwise agrees in writing.
16.4.3. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Conditions.
16.5. Assignment. The Buyer shall not, without the prior written consent of the Company, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Conditions. The Company may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under these Conditions.
16.6. Third Party Rights. Unless expressly stated in these Conditions, no one other than a party to this Contract shall have any right to enforce its terms.
16.7.1. Any notice shall be in writing and shall be delivered by hand or sent by pre paid first class post or recorded delivery post to the other party at its address set out in the Order, or such other address as may have been notified by that party for such purposes, or sent to the other party’s email address as set out in the Order.
16.7.2. A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first class post or recorded delivery post shall be deemed to have been served 48 hours after the time it was posted (or if delivery is not in business hours, at 9 am on the first business day following delivery) and in proving such service it shall be sufficient to prove that the notice was properly addressed. A notice sent by email shall be deemed to have been served when the sender receives confirmation of receipt.
16.7.3. Notice by email shall not be permitted in respect of any notice to terminate the Contract or to the service of any proceedings, or where applicable, arbitration.
17.1. Each Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.
17.2. For Buyers incorporated in the United Kingdom, the parties irrevocably agree that the Courts of England and Wales shall have exclusive jurisdiction to settle and dispute or claim that arises out of or in connection with each Contract or its subject matter or formation (including noncontractual disputes or claims.
17.3. For Buyers incorporated outside of the United Kingdom, any dispute arising out of or in connection with each Contract, including any question regarding its existence, validity or termination, the Company shall, at its complete discretion, have the right to have the dispute referred to and finally resolved by arbitration under the LCIA Rules, which Rules are deemed to be incorporated by reference into this clause and for that purpose:
17.3.1. the number of arbitrators shall be one;
17.3.2. the seat, or legal place, of arbitration shall be in London; and
17.3.3. the language to be used in the arbitral proceedings shall be English.