
Terms of Purchase Interpretation The following definitions and rules of interpretation apply in these Conditions: "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 9.00 am to 5.00 pm on any Business Day. "Commencement Date" has the meaning given in clause 2.2. "Conditions" these terms and conditions as amended from time to time in accordance with clause 17.10. "Contract" means any contract for the sale of any goods, services, materials or works by the Supplier to Wrekin which incorporates these Conditions. "Contract Documentation" means all documents which form part of, constitute or evidence the Contract, including these Conditions and any quotations, offers, Orders, acknowledgements of order, acceptances and specifications of the Supplier or Wrekin and any documents referred to in any of them. "Control" has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of Control shall be interpreted accordingly. "Deliverables" all documents, products and materials developed by the Supplier or its agents, contractors and employees as part of or in relation to the Services in any form or media, including drawings, maps, plans, diagrams, designs, pictures, computer programs, data, specifications and reports (including drafts). "Delivery Location" has the meaning given in clause 4.2(b). "Goods" means all goods, works, labour, materials, services and all other things to be sold, supplied or performed in accordance with the Contract and as identified in the Contract Documentation, including any of the foregoing supplied by way of making good, repair or replacement. "Goods Specification" any specification for the Goods, including any related plans and drawings, that is agreed in writing by Wrekin and the Supplier. "Installation Services" means services provided by the Supplier on behalf of Wrekin in relation to the installation of any Goods at a site nominated by Wrekin. "Intellectual Property Rights" patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world. "Mandatory Policies" Wrekin's business policies and codes available upon request. "Order" means the order placed with the Supplier by Wrekin. "Services" the services, including any Deliverables, to be provided by the Supplier under the Contract as set out in the Order. Supplier the person or firm from whom Wrekin purchases the Goods and/or Services. "Technical Documentation" means any specification, parts schedule, instruction, drawing, design, measurement, Technical Advice, calculation, report or similar and any update, amendments, additions and revisions to such. "Wrekin" Wrekin Products Limited, registered in England and Wales under company number 2609935, whose registered office is at Unit 1a Europa Way, Britannia Enterprise Park, Lichfield, Staffordshire WS14 9TZ. "Wrekin Materials" has the meaning set out in clause 5.3(i). Interpretation: A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality). A reference to a party includes its personal representatives, successors and permitted assigns. A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision. Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms. A reference to writing or written excludes fax but not email. Basis of contract The Order constitutes an offer by Wrekin to purchase Goods or Services or Goods and Services from the Supplier in accordance with these Conditions. The Order shall be deemed to be accepted on the earlier of: (a) the Supplier issuing written acceptance of the Order; or (b) any act by the Supplier consistent with fulfilling the Order, at which point and on which date the Contract shall come into existence (“Commencement Date”). These Conditions apply to the Contract to the exclusion of any other terms that the Supplier seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing. All of these Conditions shall apply to the supply of both Goods and Services except where the application to one or the other is specified. Supply of Goods The Supplier shall ensure that the Goods shall: (a) correspond with their description and any applicable Goods Specification; (b) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979) and fit for any purpose held out by the Supplier or made known to the Supplier by Wrekin, expressly or by implication, and in this respect Wrekin relies on the Supplier's skill and judgement; (c) where they are manufactured products, be free from defects in design, materials and workmanship; (d) comply with all applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling and delivery of the Goods; and (e) contain such documents and information as shall be specified in the Contract Documentation or which are required by law in connection with the Goods, on or before delivery of the Goods. The Supplier shall ensure that at all times it has and maintains all the licences, permissions, authorisations, consents and permits that it needs to carry out its obligations under the Contract in respect of the Goods. The Supplier shall comply with all of its legal obligations in relation to health and safety in relation to the Goods. The Supplier shall ensure that items comprised in the Goods which are hazardous or may otherwise endanger life or health are clearly identifiable from external packaging. The Supplier shall supply with the Goods warning labels appropriate to warn persons coming into contact with the item of the hazards and its effects, together with all necessary instructional material in relation to such hazards and their effects. Where any Technical Documentation is provided by Wrekin or by any third party on behalf of Wrekin to the Supplier or any third party working on behalf of the Supplier, it is the Supplier’s responsibility to understand and verify the detail, accuracy and fitness for purpose of such Technical Documentation. Wrekin shall not be liable under warranty or otherwise for any liability, including but not limited to defects, failures, damages, losses, costs or expenses, resulting from any failure by the Supplier to verify the detail, accuracy and fitness for purpose of the Technical Documentation, to the greatest extent permitted by applicable law. Wrekin may inspect and test the Goods at any time before delivery. The Supplier shall remain fully responsible for the Goods despite any such inspection or testing and any such inspection or testing shall not reduce or otherwise affect the Supplier's obligations under the Contract. If following such inspection or testing Wrekin considers that the Goods do not comply or are unlikely to comply with the Supplier's undertakings at clause 3.1, Wrekin shall inform the Supplier and the Supplier shall immediately take such remedial action as is necessary to ensure compliance. Wrekin may conduct further inspections and tests after the Supplier has carried out its remedial actions. Delivery of Goods The Supplier shall ensure that: (a) the Goods are properly packed and secured in such manner as to enable them to reach their destination in good condition; (b) each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, the Order number (if any), the type and quantity of the Goods (including the code number of the Goods (where applicable)), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and (c) it states clearly on the delivery note any requirement for Wrekin to return any packaging material for the Goods to the Supplier. Any such packaging material shall only be returned to the Supplier at the cost of the Supplier. The Supplier shall deliver the Goods: (a) on the date specified in the Order or, if no such date is specified, then within 7 days of the date of the Order; (b) to Wrekin's premises at Europa Way, Britannia Enterprise Park, Lichfield WS14 9TZ or such other location as is set out in the Order or as instructed by Wrekin before delivery (“Delivery Location”); and (c) during Business Hours or as instructed by Wrekin. Delivery of the Goods shall be completed on the completion of unloading of the Goods at the Delivery Location. If the Supplier: (a) delivers less than the quantity of Goods ordered, Wrekin may reject the Goods; or (b) delivers more than the quantity of Goods ordered, Wrekin may at its sole discretion reject the Goods or the excess Goods, and any rejected Goods shall be returnable at the Supplier's risk and expense. If the Supplier delivers more or less than the quantity of Goods ordered, and Wrekin accepts the delivery, the Supplier shall make a pro rata adjustment to the invoice for the Goods. The Supplier shall not deliver the Goods in instalments without Wrekin's prior written consent. Where it is agreed that the Goods are delivered by instalments, they may be invoiced and paid for separately. However, failure by the Supplier to deliver any one instalment on time or at all or any defect in an instalment shall entitle Wrekin to the remedies set out in clause 6.1. Title and risk in the Goods shall pass to Wrekin on completion of delivery. Supply of Services The Supplier shall from the date set out in the Order and for the duration of the Contract supply the Services to Wrekin in accordance with the terms of the Contract. The Supplier shall meet any performance dates for the Services specified in the Order or that Wrekin notifies to the Supplier and time is of the essence in relation to any of those performance dates. In providing the Services, the Supplier shall: (a) co-operate with Wrekin in all matters relating to the Services, and comply with all instructions of Wrekin; (b) perform the Services with the best care, skill and diligence in accordance with best practice in the Supplier's industry, profession or trade; (c) use personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that the Supplier's obligations are fulfilled in accordance with the Contract; (d) ensure that the Services will conform with all descriptions, standards and specifications set out in the Order, and that the Deliverables shall be fit for any purpose that Wrekin expressly or impliedly makes known to the Supplier; (e) provide all equipment, tools and vehicles and such other items as are required to provide the Services; (f) use the best quality goods, materials, standards and techniques, and ensure that the Deliverables, and all goods and materials supplied and used in the Services or transferred to Wrekin, will be free from defects in workmanship, installation and design; (g) obtain and at all times maintain all licences and consents which may be required for the provision of the Services; (h) observe all health and safety rules and regulations and any other security requirements that apply at any of Wrekin's premises; (i) hold all materials, equipment and tools, drawings, specifications and data supplied by Wrekin to the Supplier (“Wrekin Materials”) in safe custody at its own risk, maintain Wrekin Materials in good condition until returned to Wrekin, and not dispose of or use Wrekin Materials other than in accordance with Wrekin's written instructions or authorisation; (j) not do or omit to do anything which may cause Wrekin to lose any licence, authority, consent or permission upon which it relies for the purposes of conducting its business, and the Supplier acknowledges that Wrekin may rely or act on the Services; (k) where Installation Services are to be provided, ensure that the site at which the Installation Services are to be provided shall be prepared and ready for the Goods to be installed and the Installation Services shall not be hampered by the presence of third-party contractors or otherwise; (l) where the Goods are to be delivered, ensure that the site at which the Goods are to be delivered shall be prepared and ready for the Goods to be delivered and the delivery shall not be hampered by the presence of third-party contractors or otherwise; and (m) comply with any additional obligations as set out in the Order. Wrekin remedies If the Supplier fails to deliver the Goods by the applicable date or to perform the Services by the applicable date, Wrekin shall, without limiting or affecting other rights or remedies available to it, have any one or more of the following rights and remedies: (a) to terminate the Contract with immediate effect by giving written notice to the Supplier; (b) to refuse to accept any subsequent performance of the Services or delivery of the Goods which the Supplier attempts to make; (c) to recover from the Supplier any costs incurred by Wrekin in obtaining substitute goods or services from a third party; (d) to require a refund from the Supplier of sums paid in advance for Services that the Supplier has not provided or Goods that it has not delivered; and (e) to claim damages for any additional costs, loss or expenses incurred by Wrekin which are in any way attributable to the Supplier's failure to meet such dates. If the Supplier has delivered Goods that do not comply with the undertakings set out in clause 3.1, then, without limiting or affecting other rights or remedies available to it, Wrekin shall have one or more of the following rights and remedies, whether or not it has accepted the Goods: (a) to terminate the Contract with immediate effect by giving written notice to the Supplier; (b) to reject the Goods (in whole or in part) whether or not title has passed and to return them to the Supplier at the Supplier's own risk and expense; (c) to require the Supplier to repair or replace the rejected Goods, or to provide a full refund of the price of the rejected Goods; (d) to refuse to accept any subsequent delivery of the Goods which the Supplier attempts to make; (e) to recover from the Supplier any expenditure incurred by Wrekin in obtaining substitute goods from a third party; and (f) to claim damages for any additional costs, loss or expenses incurred by Wrekin arising from the Supplier's failure to supply Goods in accordance with clause 3.1. If the Supplier has supplied Services that do not comply with the requirements of clause 5.3(d) then, without limiting or affecting other rights or remedies available to it, Wrekin shall have one or more of the following rights and remedies: (a) to terminate the Contract with immediate effect by giving written notice to the Supplier; (b) to return the Deliverables to the Supplier at the Supplier's own risk and expense; (c) to require the Supplier to provide repeat performance of the Services, or to provide a full refund of the price paid for the Services; (d) to refuse to accept any subsequent performance of the Services which the Supplier attempts to make; (e) to recover from the Supplier any expenditure incurred by Wrekin in obtaining substitute services or deliverables from a third party; and (f) to claim damages for any additional costs, loss or expenses incurred by Wrekin arising from the Supplier's failure to comply with clause 5.3(d). These Conditions shall extend to any substituted or remedial services or repaired or replacement goods supplied by the Supplier. Wrekin's rights and remedies under the Contract are in addition to, and not exclusive of, any rights and remedies implied by statute and common law. Wrekin's obligations Wrekin shall: (a) provide the Supplier with reasonable access at reasonable times to Wrekin's premises for the purpose of providing the Services; (b) provide such necessary information for the provision of the Services as the Supplier may reasonably request; and (c) not be responsible for the actions or presence of any third parties at any of its sites where Installation Services or the delivery of Goods are to be provided. Charges and payment The price for the Goods: (a) shall be the price set out in the Order, or if no price is quoted, the price set out in the Supplier's published price list in force at the Commencement Date; and (b) shall be inclusive of the costs of packaging, insurance and carriage of the Goods. No extra charges shall be effective unless agreed in writing and signed by Wrekin. The charges for the Services shall be set out in the Order, and shall be the full and exclusive remuneration of the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by Wrekin, the charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. In respect of the Goods, the Supplier shall invoice Wrekin on or at any time after completion of delivery. In respect of Services, the Supplier shall invoice Wrekin on completion of the Services. Each invoice shall include such supporting information required by Wrekin to verify the accuracy of the invoice, including the relevant purchase order number. In consideration of the supply of Goods and/or Services by the Supplier, Wrekin shall pay the invoiced amounts within 30 days of the date of a correctly rendered invoice to a bank account nominated in writing by the Supplier. All amounts payable by Wrekin under the Contract are exclusive of amounts in respect of valued added tax chargeable from time to time (“VAT”). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to Wrekin, Wrekin shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Goods and/or Services at the same time as payment is due for the supply of the Goods and/or Services. If a party fails to make any payment due to the other party under the Contract by the due date for payment, then the defaulting party shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each date at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when the base rate is below 0%. The Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services, and the Supplier shall allow Wrekin to inspect such records at all reasonable times on request. Wrekin may at any time, without notice to the Supplier, set off any liability of the Supplier to Wrekin against any liability of Wrekin to the Supplier, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under the Contract. If the liabilities to be set off are expressed in different currencies, Wrekin may convert either liability at a market rate of exchange for the purpose of set-off. Any exercise by Wrekin of its rights under this clause shall not limit or affect any other rights or remedies available to it under the Contract or otherwise. Intellectual property rights All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any Wrekin Materials) shall be owned by the Supplier. The Supplier grants to Wrekin, or shall procure the direct grant to Wrekin of, a fully paid-up, worldwide, non-exclusive, royalty-free perpetual and irrevocable licence to copy and modify the Deliverables (excluding Wrekin Materials) for the purpose of receiving and using the Services and the Deliverables. Wrekin shall not sub-license, assign or otherwise transfer the rights granted by clause 9.2. Wrekin grants the Supplier a fully paid-up, non-exclusive, royalty-free non-transferable licence to copy any materials provided by Wrekin to the Supplier for the term of the Contract for the purpose of providing the Services to Wrekin. The Supplier acknowledges that all rights in Wrekin Materials are and shall remain the exclusive property of Wrekin. Indemnity The Supplier shall indemnify Wrekin against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by Wrekin arising out of or in connection with: (a) any claim made against Wrekin for actual or alleged infringement of a third party's intellectual property rights arising out of, or in connection with, the manufacture, supply or use of the Goods, or receipt, use or supply of the Services (excluding Wrekin Materials); (b) any claim made against Wrekin by a third party for death, personal injury or damage to property arising out of, or in connection with, defects in the Goods, as delivered, or the Deliverables; and (c) any claim made against Wrekin by a third party arising out of or in connection with the supply of the Goods, as delivered, or the Services, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of the Contract by the Supplier, its employees, agents or subcontractors. This clause 10 shall survive termination of the Contract. Insurance During the term of the Contract and for a period of two years thereafter, the Supplier shall maintain in force, with a reputable insurance company, professional indemnity insurance, product liability insurance and public liability insurance to cover the liabilities that may arise under or in connection with the Contract, and shall, on Wrekin's request, produce both the insurance certificate giving details of cover and the receipt for the current year's premium in respect of each insurance. Confidentiality Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, assets, affairs, clients or suppliers of the other party, except as permitted by clause 12.2. Each party may disclose the other party's confidential information: (a) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 12; and (b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority. Neither party shall use the other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract. Compliance with relevant laws and policies In performing its obligations under the Contract, the Supplier shall: (a) comply with all applicable laws, statutes, regulations and codes from time to time in force; and (b) comply with the Mandatory Policies. Termination Without affecting any other right or remedy available to it, Wrekin may terminate the Contract: (a) with immediate effect by giving written notice to the Supplier if: (i) there is a change of Control of the Supplier; or (ii) the Supplier commits a breach of clause 13.1. (b) for convenience by giving the Supplier one months' written notice. Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if: (a) the other party commits a material breach of any term of the Contract and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so; (b) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction. (c) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or (d) the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy. Consequences of termination On termination of the Contract, the Supplier shall immediately deliver to Wrekin all Deliverables whether or not then complete, and return all Wrekin Materials. If the Supplier fails to do so, then Wrekin may enter the Supplier's premises and take possession of them. Until they have been returned or delivered, the Supplier shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract. Termination or expiry of the Contract shall not affect the parties' rights and remedies that have accrued as at termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect. Force majeure Any delay or failure of either party to perform its obligations hereunder shall be excused if and to the extent that it is caused by circumstances which are beyond the reasonable control of the party affected, including (without limitation): (a) acts of God and extreme weather including flood, drought, earthquake or other natural disaster;\| (b) epidemic or pandemic; (c) terrorist attack, civil war, civil commotion or riots, 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 any action taken by a government or public authority, including without limitation 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 in each case by the party seeking to rely on this clause, 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 this clause); and (i) interruption or failure of utility service. provided that written notice of such a delay (including the anticipated duration of such delay) shall be given by the affected party to the other within five Working Days. During the period of such delay or failure to perform by the Supplier, Wrekin at its option may purchase Goods from other sources without liability to the Supplier. General Wrekin may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights and obligations under the Contract. The Supplier shall not assign, transfer, mortgage, charge, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of Wrekin. The Supplier may not subcontract any or all of its rights or obligations under the Contract without the prior written consent of Wrekin. If Wrekin consents to any subcontracting by the Supplier, the Supplier shall remain responsible for all the acts and omissions of its subcontractors as if they were its own. Any notice required to be sent under the Contract will be properly served if sent in writing: (a) by hand in which case such notice shall be deemed to be served at the time of delivery where it is delivered on a Working Day, and at 9am on the first Working Day following the day of delivery if it was not delivered on a Working Day; (b) by first class or recorded delivery post to the address of the party in question given on the Order (or such other address as the parties may notify to each other from time to time) in which case such notice will be deemed to have been served two Working Days after the date of posting; (c) by email to the party in question, in which case such notice will be deemed to have been served immediately on sending, provided that the sender does not receive notification of a delivery failure. (d) This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision of the Contract is deemed deleted under this clause 17.5 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party. Each party confirms it is acting on its own behalf and not for the benefit of any other person. The Contract constitutes the entire agreement between the parties. Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Contract. The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by the parties or their authorised representatives. 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. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation. Share this page

Terms of Purchase

Interpretation
1. The following definitions and rules of interpretation apply in these Conditions:
  "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 9.00 am to 5.00 pm on any Business Day.
  "Commencement Date" has the meaning given in clause 2.2.
  "Conditions" these terms and conditions as amended from time to time in accordance with clause 17.10.
  "Contract" means any contract for the sale of any goods, services, materials or works by the Supplier to Wrekin which incorporates these Conditions.
  "Contract Documentation" means all documents which form part of, constitute or evidence the Contract, including these Conditions and any quotations, offers, Orders, acknowledgements of order, acceptances and specifications of the Supplier or Wrekin and any documents referred to in any of them.
  "Control" has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of Control shall be interpreted accordingly.
  "Deliverables" all documents, products and materials developed by the Supplier or its agents, contractors and employees as part of or in relation to the Services in any form or media, including drawings, maps, plans, diagrams, designs, pictures, computer programs, data, specifications and reports (including drafts).
  "Delivery Location" has the meaning given in clause 4.2(b).
  "Goods" means all goods, works, labour, materials, services and all other things to be sold, supplied or performed in accordance with the Contract and as identified in the Contract Documentation, including any of the foregoing supplied by way of making good, repair or replacement.
  "Goods Specification" any specification for the Goods, including any related plans and drawings, that is agreed in writing by Wrekin and the Supplier.
  "Installation Services" means services provided by the Supplier on behalf of Wrekin in relation to the installation of any Goods at a site nominated by Wrekin.
  "Intellectual Property Rights" patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
  "Mandatory Policies" Wrekin's business policies and codes available upon request.
  "Order" means the order placed with the Supplier by Wrekin.
  "Services" the services, including any Deliverables, to be provided by the Supplier under the Contract as set out in the Order. Supplier the person or firm from whom Wrekin purchases the Goods and/or Services.
  "Technical Documentation" means any specification, parts schedule, instruction, drawing, design, measurement, Technical Advice, calculation, report or similar and any update, amendments, additions and revisions to such.
  "Wrekin" Wrekin Products Limited, registered in England and Wales under company number 2609935, whose registered office is at Unit 1a Europa Way, Britannia Enterprise Park, Lichfield, Staffordshire WS14 9TZ.
  "Wrekin Materials" has the meaning set out in clause 5.3(i).
2. Interpretation:
  1. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
  2. A reference to a party includes its personal representatives, successors and permitted assigns.
  3. A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.
  4. 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.
  5. A reference to writing or written excludes fax but not email.
Basis of contract
1. The Order constitutes an offer by Wrekin to purchase Goods or Services or Goods and Services from the Supplier in accordance with these Conditions.
2. The Order shall be deemed to be accepted on the earlier of:
  (a) the Supplier issuing written acceptance of the Order; or
  (b) any act by the Supplier consistent with fulfilling the Order, at which point and on which date the Contract shall come into existence (“Commencement Date”).
3. These Conditions apply to the Contract to the exclusion of any other terms that the Supplier seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
4. All of these Conditions shall apply to the supply of both Goods and Services except where the application to one or the other is specified.
Supply of Goods
1. The Supplier shall ensure that the Goods shall:
  (a) correspond with their description and any applicable Goods Specification;
  (b) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979) and fit for any purpose held out by the Supplier or made known to the Supplier by Wrekin, expressly or by implication, and in this respect Wrekin relies on the Supplier's skill and judgement;
  (c) where they are manufactured products, be free from defects in design, materials and workmanship;
  (d) comply with all applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling and delivery of the Goods; and
  (e) contain such documents and information as shall be specified in the Contract Documentation or which are required by law in connection with the Goods, on or before delivery of the Goods.
2. The Supplier shall ensure that at all times it has and maintains all the licences, permissions, authorisations, consents and permits that it needs to carry out its obligations under the Contract in respect of the Goods.
3. The Supplier shall comply with all of its legal obligations in relation to health and safety in relation to the Goods.
4. The Supplier shall ensure that items comprised in the Goods which are hazardous or may otherwise endanger life or health are clearly identifiable from external packaging. The Supplier shall supply with the Goods warning labels appropriate to warn persons coming into contact with the item of the hazards and its effects, together with all necessary instructional material in relation to such hazards and their effects.
5. Where any Technical Documentation is provided by Wrekin or by any third party on behalf of Wrekin to the Supplier or any third party working on behalf of the Supplier, it is the Supplier’s responsibility to understand and verify the detail, accuracy and fitness for purpose of such Technical Documentation. Wrekin shall not be liable under warranty or otherwise for any liability, including but not limited to defects, failures, damages, losses, costs or expenses, resulting from any failure by the Supplier to verify the detail, accuracy and fitness for purpose of the Technical Documentation, to the greatest extent permitted by applicable law.
6. Wrekin may inspect and test the Goods at any time before delivery. The Supplier shall remain fully responsible for the Goods despite any such inspection or testing and any such inspection or testing shall not reduce or otherwise affect the Supplier's obligations under the Contract.
7. If following such inspection or testing Wrekin considers that the Goods do not comply or are unlikely to comply with the Supplier's undertakings at clause 3.1, Wrekin shall inform the Supplier and the Supplier shall immediately take such remedial action as is necessary to ensure compliance.
8. Wrekin may conduct further inspections and tests after the Supplier has carried out its remedial actions.
Delivery of Goods
1. The Supplier shall ensure that:
  (a) the Goods are properly packed and secured in such manner as to enable them to reach their destination in good condition;
  (b) each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, the Order number (if any), the type and quantity of the Goods (including the code number of the Goods (where applicable)), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and
  (c) it states clearly on the delivery note any requirement for Wrekin to return any packaging material for the Goods to the Supplier. Any such packaging material shall only be returned to the Supplier at the cost of the Supplier.
2. The Supplier shall deliver the Goods:
  (a) on the date specified in the Order or, if no such date is specified, then within 7 days of the date of the Order;
  (b) to Wrekin's premises at Europa Way, Britannia Enterprise Park, Lichfield WS14 9TZ or such other location as is set out in the Order or as instructed by Wrekin before delivery (“Delivery Location”); and
  (c) during Business Hours or as instructed by Wrekin.
3. Delivery of the Goods shall be completed on the completion of unloading of the Goods at the Delivery Location.
4. If the Supplier:
  (a) delivers less than the quantity of Goods ordered, Wrekin may reject the Goods; or
  (b) delivers more than the quantity of Goods ordered, Wrekin may at its sole discretion reject the Goods or the excess Goods,
  and any rejected Goods shall be returnable at the Supplier's risk and expense. If the Supplier delivers more or less than the quantity of Goods ordered, and Wrekin accepts the delivery, the Supplier shall make a pro rata adjustment to the invoice for the Goods.
5. The Supplier shall not deliver the Goods in instalments without Wrekin's prior written consent. Where it is agreed that the Goods are delivered by instalments, they may be invoiced and paid for separately. However, failure by the Supplier to deliver any one instalment on time or at all or any defect in an instalment shall entitle Wrekin to the remedies set out in clause 6.1.
6. Title and risk in the Goods shall pass to Wrekin on completion of delivery.
Supply of Services
1. The Supplier shall from the date set out in the Order and for the duration of the Contract supply the Services to Wrekin in accordance with the terms of the Contract.
2. The Supplier shall meet any performance dates for the Services specified in the Order or that Wrekin notifies to the Supplier and time is of the essence in relation to any of those performance dates.
3. In providing the Services, the Supplier shall:
  (a) co-operate with Wrekin in all matters relating to the Services, and comply with all instructions of Wrekin;
  (b) perform the Services with the best care, skill and diligence in accordance with best practice in the Supplier's industry, profession or trade;
  (c) use personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that the Supplier's obligations are fulfilled in accordance with the Contract;
  (d) ensure that the Services will conform with all descriptions, standards and specifications set out in the Order, and that the Deliverables shall be fit for any purpose that Wrekin expressly or impliedly makes known to the Supplier;
  (e) provide all equipment, tools and vehicles and such other items as are required to provide the Services;
  (f) use the best quality goods, materials, standards and techniques, and ensure that the Deliverables, and all goods and materials supplied and used in the Services or transferred to Wrekin, will be free from defects in workmanship, installation and design;
  (g) obtain and at all times maintain all licences and consents which may be required for the provision of the Services;
  (h) observe all health and safety rules and regulations and any other security requirements that apply at any of Wrekin's premises;
  (i) hold all materials, equipment and tools, drawings, specifications and data supplied by Wrekin to the Supplier (“Wrekin Materials”) in safe custody at its own risk, maintain Wrekin Materials in good condition until returned to Wrekin, and not dispose of or use Wrekin Materials other than in accordance with Wrekin's written instructions or authorisation;
  (j) not do or omit to do anything which may cause Wrekin to lose any licence, authority, consent or permission upon which it relies for the purposes of conducting its business, and the Supplier acknowledges that Wrekin may rely or act on the Services;
  (k) where Installation Services are to be provided, ensure that the site at which the Installation Services are to be provided shall be prepared and ready for the Goods to be installed and the Installation Services shall not be hampered by the presence of third-party contractors or otherwise;
  (l) where the Goods are to be delivered, ensure that the site at which the Goods are to be delivered shall be prepared and ready for the Goods to be delivered and the delivery shall not be hampered by the presence of third-party contractors or otherwise; and
  (m) comply with any additional obligations as set out in the Order.
Wrekin remedies
1. If the Supplier fails to deliver the Goods by the applicable date or to perform the Services by the applicable date, Wrekin shall, without limiting or affecting other rights or remedies available to it, have any one or more of the following rights and remedies:
  (a) to terminate the Contract with immediate effect by giving written notice to the Supplier;
  (b) to refuse to accept any subsequent performance of the Services or delivery of the Goods which the Supplier attempts to make;
  (c) to recover from the Supplier any costs incurred by Wrekin in obtaining substitute goods or services from a third party;
  (d) to require a refund from the Supplier of sums paid in advance for Services that the Supplier has not provided or Goods that it has not delivered; and
  (e) to claim damages for any additional costs, loss or expenses incurred by Wrekin which are in any way attributable to the Supplier's failure to meet such dates.
2. If the Supplier has delivered Goods that do not comply with the undertakings set out in clause 3.1, then, without limiting or affecting other rights or remedies available to it, Wrekin shall have one or more of the following rights and remedies, whether or not it has accepted the Goods:
  (a) to terminate the Contract with immediate effect by giving written notice to the Supplier;
  (b) to reject the Goods (in whole or in part) whether or not title has passed and to return them to the Supplier at the Supplier's own risk and expense;
  (c) to require the Supplier to repair or replace the rejected Goods, or to provide a full refund of the price of the rejected Goods;
  (d) to refuse to accept any subsequent delivery of the Goods which the Supplier attempts to make;
  (e) to recover from the Supplier any expenditure incurred by Wrekin in obtaining substitute goods from a third party; and
  (f) to claim damages for any additional costs, loss or expenses incurred by Wrekin arising from the Supplier's failure to supply Goods in accordance with clause 3.1.
3. If the Supplier has supplied Services that do not comply with the requirements of clause 5.3(d) then, without limiting or affecting other rights or remedies available to it, Wrekin shall have one or more of the following rights and remedies:
  (a) to terminate the Contract with immediate effect by giving written notice to the Supplier;
  (b) to return the Deliverables to the Supplier at the Supplier's own risk and expense;
  (c) to require the Supplier to provide repeat performance of the Services, or to provide a full refund of the price paid for the Services;
  (d) to refuse to accept any subsequent performance of the Services which the Supplier attempts to make;
  (e) to recover from the Supplier any expenditure incurred by Wrekin in obtaining substitute services or deliverables from a third party; and
  (f) to claim damages for any additional costs, loss or expenses incurred by Wrekin arising from the Supplier's failure to comply with clause 5.3(d).
4. These Conditions shall extend to any substituted or remedial services or repaired or replacement goods supplied by the Supplier.
5. Wrekin's rights and remedies under the Contract are in addition to, and not exclusive of, any rights and remedies implied by statute and common law.
Wrekin's obligations
1. Wrekin shall:
  (a) provide the Supplier with reasonable access at reasonable times to Wrekin's premises for the purpose of providing the Services;
  (b) provide such necessary information for the provision of the Services as the Supplier may reasonably request; and
  (c) not be responsible for the actions or presence of any third parties at any of its sites where Installation Services or the delivery of Goods are to be provided.
Charges and payment
1. The price for the Goods:
  (a) shall be the price set out in the Order, or if no price is quoted, the price set out in the Supplier's published price list in force at the Commencement Date; and
  (b) shall be inclusive of the costs of packaging, insurance and carriage of the Goods. No extra charges shall be effective unless agreed in writing and signed by Wrekin.
2. The charges for the Services shall be set out in the Order, and shall be the full and exclusive remuneration of the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by Wrekin, the charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services.
3. In respect of the Goods, the Supplier shall invoice Wrekin on or at any time after completion of delivery. In respect of Services, the Supplier shall invoice Wrekin on completion of the Services. Each invoice shall include such supporting information required by Wrekin to verify the accuracy of the invoice, including the relevant purchase order number.
4. In consideration of the supply of Goods and/or Services by the Supplier, Wrekin shall pay the invoiced amounts within 30 days of the date of a correctly rendered invoice to a bank account nominated in writing by the Supplier.
5. All amounts payable by Wrekin under the Contract are exclusive of amounts in respect of valued added tax chargeable from time to time (“VAT”). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to Wrekin, Wrekin shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Goods and/or Services at the same time as payment is due for the supply of the Goods and/or Services.
6. If a party fails to make any payment due to the other party under the Contract by the due date for payment, then the defaulting party shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each date at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when the base rate is below 0%.
7. The Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services, and the Supplier shall allow Wrekin to inspect such records at all reasonable times on request.
8. Wrekin may at any time, without notice to the Supplier, set off any liability of the Supplier to Wrekin against any liability of Wrekin to the Supplier, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under the Contract. If the liabilities to be set off are expressed in different currencies, Wrekin may convert either liability at a market rate of exchange for the purpose of set-off. Any exercise by Wrekin of its rights under this clause shall not limit or affect any other rights or remedies available to it under the Contract or otherwise.
Intellectual property rights
1. All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any Wrekin Materials) shall be owned by the Supplier.
2. The Supplier grants to Wrekin, or shall procure the direct grant to Wrekin of, a fully paid-up, worldwide, non-exclusive, royalty-free perpetual and irrevocable licence to copy and modify the Deliverables (excluding Wrekin Materials) for the purpose of receiving and using the Services and the Deliverables.
3. Wrekin shall not sub-license, assign or otherwise transfer the rights granted by clause 9.2.
4. Wrekin grants the Supplier a fully paid-up, non-exclusive, royalty-free non-transferable licence to copy any materials provided by Wrekin to the Supplier for the term of the Contract for the purpose of providing the Services to Wrekin.
5. The Supplier acknowledges that all rights in Wrekin Materials are and shall remain the exclusive property of Wrekin.
Indemnity
1. The Supplier shall indemnify Wrekin against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by Wrekin arising out of or in connection with:
  (a) any claim made against Wrekin for actual or alleged infringement of a third party's intellectual property rights arising out of, or in connection with, the manufacture, supply or use of the Goods, or receipt, use or supply of the Services (excluding Wrekin Materials);
  (b) any claim made against Wrekin by a third party for death, personal injury or damage to property arising out of, or in connection with, defects in the Goods, as delivered, or the Deliverables; and
  (c) any claim made against Wrekin by a third party arising out of or in connection with the supply of the Goods, as delivered, or the Services, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of the Contract by the Supplier, its employees, agents or subcontractors.
2. This clause 10 shall survive termination of the Contract.
Insurance
1. During the term of the Contract and for a period of two years thereafter, the Supplier shall maintain in force, with a reputable insurance company, professional indemnity insurance, product liability insurance and public liability insurance to cover the liabilities that may arise under or in connection with the Contract, and shall, on Wrekin's request, produce both the insurance certificate giving details of cover and the receipt for the current year's premium in respect of each insurance.
Confidentiality
1. Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, assets, affairs, clients or suppliers of the other party, except as permitted by clause 12.2.
2. Each party may disclose the other party's confidential information:
  (a) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 12; and
  (b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
3. Neither party shall use the other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.
Compliance with relevant laws and policies
1. In performing its obligations under the Contract, the Supplier shall:
  (a) comply with all applicable laws, statutes, regulations and codes from time to time in force; and
  (b) comply with the Mandatory Policies.
Termination
1. Without affecting any other right or remedy available to it, Wrekin may terminate the Contract:
  (a) with immediate effect by giving written notice to the Supplier if:
  (i) there is a change of Control of the Supplier; or
  (ii) the Supplier commits a breach of clause 13.1.
  (b) for convenience by giving the Supplier one months' written notice.
2. Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
  (a) the other party commits a material breach of any term of the Contract and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
  (b) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction.
  (c) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
  (d) the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.
Consequences of termination
1. On termination of the Contract, the Supplier shall immediately deliver to Wrekin all Deliverables whether or not then complete, and return all Wrekin Materials. If the Supplier fails to do so, then Wrekin may enter the Supplier's premises and take possession of them. Until they have been returned or delivered, the Supplier shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.
2. Termination or expiry of the Contract shall not affect the parties' rights and remedies that have accrued as at termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
3. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.
Force majeure
1. Any delay or failure of either party to perform its obligations hereunder shall be excused if and to the extent that it is caused by circumstances which are beyond the reasonable control of the party affected, including (without limitation):
  (a) acts of God and extreme weather including flood, drought, earthquake or other natural disaster;|
  (b) epidemic or pandemic;
  (c) terrorist attack, civil war, civil commotion or riots, 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 any action taken by a government or public authority, including without limitation 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 in each case by the party seeking to rely on this clause, 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 this clause); and
  (i) interruption or failure of utility service. provided that written notice of such a delay (including the anticipated duration of such delay) shall be given by the affected party to the other within five Working Days.
2. During the period of such delay or failure to perform by the Supplier, Wrekin at its option may purchase Goods from other sources without liability to the Supplier.
General
1. Wrekin may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights and obligations under the Contract.
2. The Supplier shall not assign, transfer, mortgage, charge, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of Wrekin.
3. The Supplier may not subcontract any or all of its rights or obligations under the Contract without the prior written consent of Wrekin. If Wrekin consents to any subcontracting by the Supplier, the Supplier shall remain responsible for all the acts and omissions of its subcontractors as if they were its own.
4. Any notice required to be sent under the Contract will be properly served if sent in writing:
  (a) by hand in which case such notice shall be deemed to be served at the time of delivery where it is delivered on a Working Day, and at 9am on the first Working Day following the day of delivery if it was not delivered on a Working Day;
  (b) by first class or recorded delivery post to the address of the party in question given on the Order (or such other address as the parties may notify to each other from time to time) in which case such notice will be deemed to have been served two Working Days after the date of posting;
  (c) by email to the party in question, in which case such notice will be deemed to have been served immediately on sending, provided that the sender does not receive notification of a delivery failure.
  (d) This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
5. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision of the Contract is deemed deleted under this clause 17.5 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
6. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
7. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party. Each party confirms it is acting on its own behalf and not for the benefit of any other person.
8. The Contract constitutes the entire agreement between the parties. Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Contract.
9. The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
10. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by the parties or their authorised representatives.
11. 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.
12. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.

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