Wood International Agency

Terms and Conditions of Sale

About Wood International Agency

 Seller’s conditions

These Terms and Conditions shall apply to all contracts for the sale of goods by Wood International Agency Limited (trading as Wood International Agency) (referred to herein as “the Seller”) to any customer (referred to herein as “the Buyer”).

  1. INTERPRETATION

The following definitions and rules of interpretation set out in this clause shall apply in this agreement

  • Definitions:

ADR Notice: has the meaning given in Clause 9.6.

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

Business Hours: the period from 9.00am to 5.00pm on any Business Day.

Commencement Date: the date on which the Seller’s Contract comes into existence as set out in Clause 1.18.

Delivery: completion of delivery of Goods specified in an Order in accordance with Clause 3.

Delivery Date: the date specified for delivery of Goods specified in an Order in accordance with Clause 3.

Delivery Location: the place of delivery agreed between the partis and specified in writing in the Sales Contract.

Dispute and Dispute Notice: have the meanings given at Clause 9.6.

Expert: has the meaning given at Clause 4.10.

FOM or free on motor: The Seller delivers the goods on board the vehicle or truck nominated by the Buyer at the named place of loading or procures the goods already so delivered.  The risk of loss of or damage to the goods passes to the Buyer when the products are on board the vehicle.  The Buyer bears all costs from that moment onwards, including the main carriage/freight, and any insurance and import or customs duties.. Further details shall be as set out in the Sales Contract. For the avoidance of doubt the costs of the same shall be included within the price of Goods however, the Buyer does not need to seek agreement from the Seller as to how the Buyer carries out its FOM responsi­bilities.

Force Majeure Event: means any circumstances not within a party’s reasonable control, including [a] acts of God, flood, drought, earthquake or other natural disaster, [b] epidemic or pandemic, [c] terrorist attack, civil war, civil commotion or riot, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations, [d] nuclear, chemical or biological contamination or sonic boom, [e] any law or action taken by a government or public authority, including imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent, [f] collapse of buildings, fire, explosion or accident, [g] any labour or trade dispute, strikes, industrial action or lockouts (other than by the staff of the party seeking to rely upon force majeure, or those of its subcontractors or companies in the same Group as that Party), [h] non-performance by suppliers or subcontractors (other than by companies in the same Group as the party seeking to rely on force majeure); and [i] interruption or failure of utility service.

Goods: the goods set out in the Sales Contract, and, where the context requires, Goods ordered by and supplied to the Buyer

Group: in relation to a company, that company, any subsidiary or holding company (from time to time) of that company, and any subsidiary (from time to time) of a holding company of that company.

INCOTERMS: The International Commercial Terms developed and maintained by the International Chamber of Commerce and recognised by UNCITRAL as the global standard for the interpretation of the most common terms in foreign trade, including in particular:

EXW (Ex-Works or Ex-Warehouse) – The Seller places the goods at the disposal of the Buyer at the Seller’s premises or at another named place (such as works, factory or warehouse).  The Seller does not need to load the goods on any collecting vehicle. Nor does the Seller need to clear them for export, where such clearance is applicable. The risk of loss of or damage to the goods passes to the Buyer when the goods are placed at the disposal of the Buyer.

FOB (Free on Board) – The Seller delivers the goods on board the vessel nominated by the Buyer at the named port of shipment or procures the goods already so delivered.  The risk of loss of or damage to the goods passes when the goods are on board the vessel.  The Buyer bears all costs from that moment onwards.

CFR (Cost and Freight) – The Seller delivers the goods on board the vessel nominated by the Buyer or procures the goods already so delivered.  The risk of loss of or damage to the goods passes to the Buyer when the goods are on board the vessel.  The Seller must contract for and pay the costs and freight necessary to bring the goods to the named port of destination.

CIF (Cost, insurance and freight) – The Seller delivers the goods on board the vessel nominated by the Buyer or procures the goods already so delivered.  The risk of loss of or damage to the goods passes to the Buyer when the goods are on the vessel.  The Seller must contract for and pay the costs and freight necessary to bring the goods to the named port of destination.  The Seller also contracts for insurance cover against the Buyer’s risk of loss of or damage to the goods during the carriage.  The Buyer should note that under CIF the Seller is required to obtain insurance only on minimum cover.  Should the Buyer wish to have more insurance protection, it will need either to agree as much expressly with the Seller or to make its own extra insurance arrangements.

DDP (Delivered duty paid) – The Seller delivers the goods when the goods are placed at the disposal of the Buyer, cleared for import on the arriving means of transport ready for unloading at the named place of destination.  The Seller bears all the costs and risks involved in bringing the goods to the place of destination.  The Seller must clear the products not only for export but also for import, and pay any duty for both export and import and carry out all customs formalities.  The risk of loss of or damages to the goods passes to the Buyer when the goods are on the arriving means of transport ready for unloading.

Month: a calendar month

Order: an order for Goods accepted by the Seller upon receipt of the Buyer’s Purchase Order Form, or an order placed and accepted verbally over the telephone (and subsequently confirmed in writing by the Seller) as the case may be.

Price: the price of the Goods as determined in accordance with Clause 6.

Sales Contract: the form titled Sales Contract provided by the Seller which refers to and incorporates these Conditions, and which sets out any further specific terms agreed between the parties.

Seller’s Conditions: the standard terms and conditions of Wood International Agency Limited as set out in this document as amended from time to time at the Seller’s discretion.

Seller’s Contract: the contract between the Seller and the Buyer for the sale and purchase of the Goods in accordance with these Conditions and the Sales Contract. If there is any inconsist­ency between these Seller’s Conditions and the Sales Contract then the terms of the Sales Contract shall take precedence

Specification: any specification for the Goods as agreed by the parties and set out in writing in the Sales Contract.

Term: the term of the agreement, as determined in accordance with Clause 7.

UKWA Terms and Conditions: The Conditions of Contract issued by the UK Warehousing Association, which apply to any warehousing of the Goods at the Third Party Warehouse as notified to the Buyer.

VAT: value added tax chargeable in the UK

Year: a period of 12 consecutive months from 1 January to the following 31 December

Seller’s conditions

Rules of Interpretation

  • Clause, Schedule and paragraph headings shall not affect the interpretation of the agreement.
  • A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
  • Any Schedules form part of the agreement and shall have effect as if set out in full in the body of the agreement and any reference to the agreement includes the Schedules.
  • A reference to a company includes any company, corporation or other body corporate, wherever and however incorporated or established.
  • A reference to a holding company or a subsidiary means a holding company or a subsidiary (as the case may be) as defined in section 1159 of the Companies Act 2006.
  • Unless the context otherwise requires, words in the singular include the plural and in the plural include the singular.
  • Unless the context otherwise requires, a reference to one gender includes a reference to the other genders.
  • The agreement shall be binding on,and enure to the benefit of the parties to the agreement and their respective personal representatives, successors and permitted assigns, and references to any party include that party’s personal representatives, successors and permitted assigns.
  • A reference to writing or written includes email.
  • Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
  • A reference to the agreement is a reference to the agreement effected by the Sales Contract (incorporating these terms and conditions) as varied by the parties in writing from time to time.
  • References to Clauses and Schedules are to the Clauses and Schedules of the agreement and references to paragraphs are to the paragraphs of the relevant Schedules.
  • Any words following the terms including, include, in particular, for example, or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.

Basis of Contract between the Parties

  • The Seller’s Contract (incorporating these Terms and Conditions) applies to the exclusion of any other terms that the Buyer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
  • The Order constitutes an offer by the Buyer to purchase the Goods in accordance with these Seller’s Con­ditions. The Buyer is responsible for ensuring that the terms of the Order and any applicable Specification submitted by the Buyer are complete and accurate.
  • The Buyer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Buyer that is inconsistent with the Seller’s Contract.
  • The Order shall only be deemed to be accepted when the Seller issues the Sales Contract or any other express written acceptance of the Order, at which point the agreement for the supply of Goods in accordance with the terms of the Seller’s Contract (incorporating these terms and conditions) shall come into existence.
  • The agreement between the Parties commences on the date the Seller’s Contract comes into existence as set out in Clause 1.18 and continues until terminated in accordance with Clause 7.
  1. GOODS
    • The Goods are described in the Seller’s catalogue or brochure and/or in any information made available by the Seller to the Buyer in writing, as modified by any applicable Specification.
    • Any samples, drawings, descriptive matter or advertising produced by the Seller and any descriptions or illustrations contained in the Seller’s catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Seller’s Contract nor have any contractual force.
    • The Buyer is solely responsible for determining that the Goods are suitable for its requirements and the Seller shall have no liability in respect of this.
  2. DELIVERY
    • Delivery will be as specified in the Shipping Details shown in the Sales Contract. In particular the Shipping Details will identify which of the INCOTERMS or FOM term applies. Risk of loss of or damage to the Goods passes to the Buyer as applicable under the agreed INCOTERM or FOM term.
    • Delivery is completed on the completion of unloading or loading (by the Buyer) of the Goods at the Delivery Location as specified in the Sales Contract and as applicable under the agreed INCOTERM or FOM term.

(Delivery Location).

Seller’s conditions

  • Unless agreed otherwise in writing, and/or subject to any contrary provision of the agreed INCOTERM or FOM term, the Buyer shall be responsible for any loading or unloading of the Goods at the Delivery Location.
  • Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Seller shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Buyer’s failure to provide the Seller with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
  • Subject to clause 3.6, if the Seller fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Seller shall have no liability for any failure to deliver the Goods (or any part of the Goods) to the extent that such failure is caused by a Force Majeure Event or by the Buyer’s fail­ure to provide the Seller with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
  • In the event that the Seller is unable to deliver the Goods due to any failure of the Seller’s growers, suppliers and/or manufacturers to supply the Goods to the Seller, the Seller will use reasonable com­mercial endeavours to find alternative or equivalent Goods. For the avoidance of doubt such reasonable commercial endeavours shall not require the Seller to take any steps which will cause it to incur any costs and/or which would require it to suffer any loss under the Seller’s Contract. In the event that such alternative or equivalent Goods cannot be obtained by the Seller, the Seller shall be entitled to terminate the Seller’s Contract. The Seller shall agree to refund any sums paid for the Goods which have not been delivered to the Buyer but will have no further liability to the Buyer.
  • The Buyer shall take Delivery of the Goods specified in each Order from the Delivery Location on the Delivery Date (or within any period agreed in writing between the parties) or within 3 Business Days of the Seller notifying the Buyer that the Order is ready for collection/Delivery. If the Buyer fails to take or accept delivery of the Goods within three Business Days of the Seller notifying the Buyer that the Goods are ready for Delivery then, except where such failure or delay is caused by a Force Majeure Event or by the Seller’s failure to comply with its obligations under the Seller’s Contract:
    • the full contract price of the Goods shall be payable; and
    • subject to clause 3.8, the Seller shall store the Goods at a warehouse operated by a reputable warehouseman and subject to the UKWA Terms and Conditions, until Delivery takes place, and the Seller shall be entitled to charge the Buyer for all related costs and expenses (including storage charges and insurance), and/or the Buyer shall become liable directly to the warehouseman to pay the warehouseman’s costs and charges on the basis of the UKWA Terms and Conditions, which shall apply as between the Buyer and the warehouseman.
  • If ten Business Days after the day on which the Seller notified the Buyer that the Goods were ready for Delivery the Buyer has not taken or accepted delivery of them, without prejudice to the Buyer’s continuing obligation to pay in full the agreed price for the Goods, the Seller may (at its sole discretion) resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs (including any devanning costs) and any other charges due and owing from the Buyer, charge the Buyer for any shortfall below the price of the Goods.

Seller’s conditions

  • The Seller may deliver the Goods by instalments, which shall be invoiced and paid for separately. Any delay in delivery or defect in an instalment shall not entitle the Buyer to cancel any other instalment.
  1. QUALITY – CONFORMITY WITH DESCRIPTION
    • Subject to clause 4.7, clauses 4.1 – 4.6 shall apply and the Seller warrants that on delivery, and for a period of 3 months from the date of delivery (warranty period) or as otherwise provided for in the description of the Goods, the Goods shall conform in all material respects with their description.
    • Subject to clause 4.3, provided that:
      • the Buyer gives notice in writing to the Seller during the warranty period within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 4.1; and
      • the Seller is given a reasonable opportunity for examining such Goods, including, if applicable, access to the Goods at the location at which the Buyer or any warehouseman is storing them; and
      • the Buyer (if asked to do so by the Seller) returns such Goods to the location requested by the Seller at the Buyer’s cost,

then the Seller shall, at its option, repair or replace any defective Goods, or refund the price of the defective Goods in full.

  • The Seller shall not be liable for the Goods’ failure to comply with the warranty set out in clause 4.1 in any of the following events:
    • If the Buyer makes any further use of such Goods after giving notice in accordance with clause 4.2;
    • If the defect arises because the Buyer failed to follow the Seller’s oral or written instructions as to

the storage, commissioning, installation, use and/or maintenance of the Goods or any good trade practice regarding the same;

  • If the defect arises as a result of the Seller following any special requirements instructed by the Buyer;
  • If the Buyer alters or repairs, or attempts to alter or repair, such Goods without the written consent

of the Seller;

  • If the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
  • the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

Seller’s conditions

  • Except as provided in this clause 4, the Seller shall have no liability to the Buyer in respect of the Goods’ failure to comply with the warranty set out in clause 4.1.
  • The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Seller’s Contract.
  • These Conditions shall apply to any repaired or replacement Goods supplied by the Seller.
  • The above clauses 4.1 – 4.6, do not apply to a defect or issue that is apparent on normal visual

inspection of the Goods; such defects or issues will be dealt with under clause 4.8 – 4.9.

  • In the event a defect or issue is apparent from a normal visual inspection of the Goods then the Buyer will have three Business Days from date of Delivery to notify the Seller. The Buyer shall provide evidence of any such defect or issue as requested by the Seller, including, if requested, returning the Goods for the Seller’s investigation. After concluding its investigation the Seller may, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full if it concludes that it is responsible for such a defect or issue.
  • Where the Goods are to be stored at a location controlled by the Seller or to which the Seller is required to grant access to the Buyer, it is the Buyer’s responsibility to arrange with the Seller the opportu­nity to inspect the Goods.
  • If the parties dispute whether any Goods comply with clause 4.1 either party may refer that matter to an Expert for determination. Such Expert shall be selected by the parties from those experts with BMTRADA accreditation, and/or in default of agreement shall be as nominated by Timber Development UK.  The costs of the Expert shall be shared 50/50 between the parties, subject to the Expert determining otherwise. The ruling of such Expert shall be final and binding as between the parties.
  1. TITLE AND RISK
    • The risk in the Goods shall pass to the Buyer on Delivery and/or as specified in the applicable INCOTERM or FOM term as set out in the Sales Contract.
    • Notwithstanding the passing of risk in the Goods, or any other provision of these Conditions, subject to clause 5.3, title to the Goods will not pass to the Buyer until the earlier of:
      • The Seller receives payment in full (in cash or cleared funds) for the Goods and all other Goods sold or agreed to be sold by the Seller to the Buyer, for which payment is then due (including all sums that are due or that become due to the Seller from the Buyer for sales of Goods or on any account, including interest and costs and storage charges or any rent or demurrage or warehousing costs), in which case title to these Goods shall pass to the Buyer only at the time of payment in full of all such sums; or
      • . The Buyer resells those Goods with the permission of the Seller as set out in Clause 5.3,, in which case title to those Goods shall pass to the Buyer at the point of such resale..
    • Until such time as title in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Seller’s fiduciary agent and bailee, and shall keep the Goods separate from those of the Buyer and third parties, properly stored, protected and insured and identified as the Seller’s property. The Buyer may only resell or use the Goods in the ordinary course of its business with the Seller’s prior written permission. .
    • Until such time as the title to the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold with the Seller’s prior written permission pursuant to Clause 5.3) the Seller may at any time require the Buyer to return/deliver up the Goods to the Seller and, if the Buyer fails to do so forthwith, may enter on any premises of the Buyer or any third party where the Goods are stored and repossess the Goods.
    • 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 Seller, but if the Buyer does so all monies owing by the Buyer to the Seller shall (without limiting any other right or remedy of the Seller) forthwith become due and payable.
  2. PRICE AND PAYMENT AND CREDIT
    • The price of the Goods shall be the price set out in the Sales Contract or as otherwise agreed in writing.
    • The Seller may, by giving notice to the Buyer at any time up to 7 Business Days before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
    • Seller’s conditions
      • 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);
      • any request by the Buyer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or
      • any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller ade­quate or accurate information or instructions.
    • The price of the Goods:
      • excludes amounts in respect of value added tax (VAT) or other taxes or duties payable in respect of the Goods in any other applicable jurisdiction, which the Buyer shall additionally be liable to pay to the Seller as set out in the Sales Contract; and
      • (unless agreed as inclusive by the INCOTERM or FOM term agreed between the partis) excludes the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Buyer and paid by the Buyer.
    • The Seller may invoice the Buyer for the Goods at any time after issuing the Sales Contract. The sums invoiced shall be payable within 3 business days, unless other terms for payment are agreed expressly in writing between the Parties in the Sales Contract.
    • The Buyer shall pay the Seller in full and in cleared funds in accordance with the Sales Contract (including any specific payment terms included on the Sales Contract) and/or any invoice issued.. Payment shall be made to the bank account nominated in writing by the Seller.
    • If the Buyer fails to make any payment due to the Seller under the Seller’s Contract by the due

date for payment, then (without limiting the Seller’s other remedies) the Buyer shall pay interest on the overdue amount at the rate of 4% per annum above the Bank of England base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after any court judgment. The Buyer shall pay the interest together with the overdue amount.

  • The Buyer shall pay all amounts due under the Seller’s 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 Buyer against any amount payable by the Seller to the Buyer.
  • Credit Terms: The Seller may (at its sole discretion) agree to provide Goods on credit to the Buyer, where the Buyer requests such credit terms. The Seller will provide such credit based upon credit insurance available to the Seller.  Insofar as the parties agree such credit terms (which shall be noted in writing on the Sales Contract), the Buyer shall be obliged to respond to any reasonable requests for information or documentation regarding its business, trading and finances (including responding to any requests for such as are made by the Seller’s Credit Insurers).  If, during the course of the parties’ trading relationship, the Buyer refuses to provide any reasonably requested information or documentation, or if the information or documentation provided causes the Seller’s Credit Insurers to cease to insure the level of credit required to maintain the credit terms agreed between the parties, then the Seller may (at is sole discretion) cancel or reduce the credit facility offered to the Buyer, and the Buyer shall immediately be obliged to pay sufficient sums required to bring its trading account with the Seller within the terms of credit thereafter applying.
  1. TERMINATION
    • Without limiting its other rights or remedies, the Seller may terminate the Seller’s Contract with immediate effect (whereupon all sums due and owing to the Seller shall be immediately payable in full to the Seller) by giving written notice to the Buyer if:
      • the Buyer commits a material breach of any term of the Seller’s Contract and (if such a breach is remediable) fails to remedy that breach within 7 days of the Buyer being notified in writing to do so; or
      • the Buyer’s financial position deteriorates to such an extent that in the Seller’s opinion the Buyer’s capability to adequately fulfil its obligations under the Seller’s Contract (and/or subject to any credit terms agreed between the parties) has been placed in jeopardy; or
      • the Buyer fails to provide documentation or information reasonably requested as set out in Clause 6.8, or if the Seller’s credit insurers refuse to provide credit insurance in respect of trading with the Buyer; or
      • the Buyer enters into [1] some form of insolvency process under the Insolvency Act 1986 or the Companies Act 2006 or [2] any rescheduling of any debts with its creditors or [3] any voluntary arrangement or [4] any moratorium under Part A1 of the Insolvency Act or
      • an administrative receiver is appointed in respect of the Buyer by a holder of a floating charge or
      • the Buyer’s assets are seized or a receiver or manager is appointed over any of the Buyer’s assets or
      • The Buyer ceases or suspends trading.
      •  

Seller’s conditions

  • Without limiting its other rights or remedies, the Seller may terminate the Seller’s Contract with immediate effect by giving written notice to the Buyer if the Buyer fails to pay any amount due under the Seller’s Contract on the due date for payment.
  • On termination of the Seller’s Contract for any reason the Buyer shall immediately pay to the Sell­er all of the Seller’s outstanding unpaid invoices and interest, and the Seller may submit an invoice for any Goods supplied (and for any charges or fees applying in respect thereof) for which no invoice has previously been raised..
  • Termination of the Seller’s 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 the Sell­er’s Contract that existed at or before the date of termination.
  • Any provision of the Seller’s 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.
  1. LIMITATION OF LIABILITY
    • Nothing in the Seller’s Contract limits any liability which cannot legally be limited, including liability for:
      • death or personal injury caused by negligence to the extent preserved by section 2(1) of the Unfair Contract Terms Act 1977;
      • fraud or fraudulent misrepresentation;
      • breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); and
      • breach of section 2 of the Consumer Protection Act 1987.
    • Subject to Clause 8.1, the Seller shall not have any liability in damages to the Buyer for:
      • Loss of profits;
      • Loss of sales or business;
      • Loss of agreements or contracts;
      • Loss of anticipated savings;
      • Loss of goodwill or damage to goodwill;
      • Indirect or consequential loss.
    • Subject to clause 8.1, the Seller’s total liability to the Buyer shall not exceed the costs of Goods.
    • The Seller has given commitments as to the compliance of the Goods with relevant quality/description in Clause 4. . In view of these commitments, all conditions, warranties, representations or other terms that might otherwise be implied into the agreement are, to the fullest extent permitted by law, excluded from the agreement, including the conditions implied by sections 13 to 15 of the Sale of Goods Act 1979.
    • Seller’s conditions
  2. GENERAL
    • Assignment and other dealings.
      • The Seller may at any time assign, transfer, mortgage, charge, subcontract, contract or deal in any other manner with all or any of its rights or obligations under the Seller’s Contract.
      • The Buyer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Seller’s Contract without the prior written consent of the Seller.
    • Entire agreement.
      • The Seller’s Contract (incorporating these terms and conditions) constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understand­ings between them, whether written or oral, relating to its subject matter.
      • 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 writing in the Seller’s Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent mis­statement based on any statement in the Seller’s Contract.
    • Waiver. No failure or delay by the Seller to exercise any right or remedy provided under the Sell­er’s Contract 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.
    • Severance. If any provision or part-provision of the Seller’s 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 Seller’s Contract.

  • Notices.
    • Any notice or other communication given to a party under or in connection with the Seller’s 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, commercial courier, or email.

Seller’s conditions

  • A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 9.5.1; 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; or, if sent by email, one Business Day after transmission.
  • The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
  • .Dispute resolution procedure
    • If a dispute arises out of or in connection with the Seller’s Contract or the performance, validity or enforceability of it (Dispute), then the parties shall follow the procedure set out in this clause 9.6. Either party shall give to the other written notice of the Dispute, setting out its nature and full particulars (Dispute Notice), together with relevant supporting documents. On service of the Dispute Notice, the parties shall each appoint an employee, or other officer of the party, who shall attempt in good faith to resolve the Dispute;
    • if the employees or officers appointed under clause 9.6.1 are for any reason unable to resolve the Dispute within 14 days of it being referred to them, the parties agree to enter into mediation in good faith to settle the Dispute in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the parties within 21 days of service of the Dispute Notice, the mediator shall be nominated by the CEDR. To initiate the mediation, a party must serve notice in writing (ADR Notice) to the other party to the Dispute, referring the dispute to mediation. Unless otherwise agreed between the parties, the media­tion will start not later than 30 days after the date of the ADR notice.
    • The commencement of mediation shall not prevent the parties commencing or continuing court proceedings in relation to the Dispute under clause 9.9 (Jurisdiction), which clause shall apply at all times.
  • Third party rights. No one other than a party to the Seller’s Contract (incorporating these terms and conditions) and their permitted assign­ees shall have any right to enforce any of its terms.
  • Governing law. The Seller’s 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.
  • Jurisdiction. Unless the parties shall have separately agreed in writing to refer their Dispute to arbitration, 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 Seller’s Contract or its subject matter or formation.
  • Variation: No variation of the Seller’s Contract shall be effective unless it is in writing and agreed by both parties.