Terms & Conditions of Sale

1 Interpretation

1.1 In these Conditions the following definitions apply:

Business Day
means a day other than Saturday, Sunday and public holidays;

means the persons or firm who purchases Goods from the Seller;

means the terms and conditions set out in this document;

Confidential Information
means any commercial, financial or technical information, information relating to products, plans,, know-how or trade secrets which is obviously confidential or has been identified as such, or which is developed by a party in performing its obligations under, or otherwise pursuant to this Contract;

means the agreement between the Seller and the Buyer for the sale and purchase of Goods incorporating these Conditions;

Delivery Location
means the address for delivery of the Goods as set out in the Order;

Force Majeure
means an event or sequence of events beyond a party’s reasonable control preventing or delaying it from performing its obligations under the Contract including (but not limited to) an act of God, fire, flood, lightning, earthquake or other natural disaster; war, riot or civil unrest, strike, lockout or boycott or other industrial action; interruption or failure of supplies of power, fuel, water, transport, equipment or telecommunications service; or material required by for performance of the Contract, except any party’s failure to pay shall not be an event of force majeure in any event;

means the goods (including any instalment of the goods or any parts of them) set out in the Order and to be supplied by the Seller to the Buyer;

Intellectual Property Rights
means copyright, patents, know-how, trade secrets, trade marks, trade names, design rights, rights in get-up, rights in goodwill, rights in confidential information, rights to sue for passing off, chip topography rights, mask works, utility models, domain names and all similar rights and, in each case:

(i) whether registered or not;

(ii) including any applications to protect or register such rights;

(iii) including all renewals and extensions of such rights or applications;

(iv) whether vested, contingent or future;

(v) to which the Seller is or may be entitled; and

(vi) in whichever part of the world existing;

means either:

(a) the Buyer’s order for the Goods from the Seller and subsequent written acknowledgement or subsequent delivery of the Goods by the Seller; or

(b) as set out in the Buyer’s acceptance of the Seller’s quotation for the supply of Goods (whether this is verbal or written, received by telephone, mail, e-mail or facsimile);

means On Board Defence Ltd (Company Number: 04515993) whose registered office is 3 Haslemere WAY Banbury OX16 5TY;

means the description or specification of the Goods set out in the Order.

Value Added Tax or VAT
means value added tax under the Value Added Taxes Act 1994 or any other similar sale or fiscal tax applying to the sale of the Goods.

1.2 Unless the context otherwise requires:

1.2.1 each gender includes the others;

1.2.2 the singular includes the plural and vice versa;

1.2.3 references to the Contract include the Conditions, the Order and its schedule (if any);

1.2.4 references to persons include individuals, unincorporated bodies, government entities, companies and corporations;

1.2.5 clause headings do not affect their interpretation;

1.2.6 general words are not limited by example; and

1.2.7 references to any legislation will be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.

2 Application of these terms and conditions

2.1 These Conditions apply and form part of the Contract between the Seller and the Buyer. They supersede any previously issued terms and conditions of supply.

2.2 No terms or conditions endorsed on, delivered with, or contained in the Buyer’s purchase order, confirmation of order, specification or other document will form part of the Contract.

2.3 No variation of these Conditions or to an Order, or to a quotation from the Seller will be binding unless expressly agreed in writing and executed by a duly authorised signatory on behalf of the Seller.

2.4 Each Order by the Buyer to the Seller will be deemed to be an offer to purchase Goods and subject to the Conditions.

2.5 The Seller reserves the right at all times to reject any Order, in whole or in part, at its sole discretion.

2.6 Any quotation by the Seller for the provision of Goods will be deemed to be:

2.6.1 an invitation to treat (and shall not be an offer) by the Seller to supply Goods on and subject to the Conditions; and

2.6.2 will be valid for 30 days only from the date of issue.

2.7 A Contract will be formed upon the earlier to occur of:

2.7.1 written acceptance by the Seller of the Buyer’s Order;

2.7.2 acceptance by the Buyer of the Seller’s quotation;

2.7.3 delivery of the Goods to the Buyer; or

2.7.4 the execution of a specific written agreement by both the Seller and the Buyer.

3 Price

3.1 The price for the Goods will be as set out in the Order or in default of such provision will be calculated in accordance with the Seller’s standard scale of charges in force on the date of formation of the Contract.

3.2 Except as otherwise stated the quotation or agreed in writing between the Buyer and Seller, the price:

3.2.1 does not include delivery or installation costs (unless otherwise stated), which will be charged in addition, and

3.2.2 does not include Value Added Tax which will be charged in addition at the then applicable rate.

3.3 The Seller reserves the right to increase the Price for any undelivered Goods

3.3.1 by giving 30 days’ written notice to the Buyer, such increase to take effect in respect of any relevant Goods delivered after the expiry of such notice; or

3.3.2 with immediate effect by written notice to the Buyer, where such increase arises as a consequence of any increase in the direct cost to the Seller of supplying the relevant Goods which is due to any factor beyond the control of the Seller.

3.4 If the Buyer does not agree with any increase in the price notified in accordance with clause 3.3 then the Buyer may terminate the Contract in respect of any undelivered Goods by giving the Seller 14 days notice, such notice to expire no earlier than the date on which the price increase was due to take effect provided always that the Buyer shall accept delivery (and shall, where applicable pay the increased price for) any Goods referred to in clause 3.3.2 in respect of which the Seller had (at or prior to the time of receiving such notice) entered into an irrevocable commitment to purchase or subcontract from any third party).

4 Payment

4.1 The Seller shall issue its invoice for the Goods on or at any time after the delivery of the Goods, unless the Goods are to be collected by the Buyer or the Buyer wrongfully fails to take delivery of the Goods, in which event the Seller shall be entitled to invoice the Buyer for the price at any time after the Seller has notified the Buyer that the Goods are ready for collection or (as the case may be) the Seller has tendered delivery of the Goods.

4.2 The Buyer will pay all invoices:

4.2.1 in full, without deduction or set-off other than as required by law, in cleared funds no later than the last working day of the calendar month following the date of invoice; and

4.2.2 to the Sellers nominated bank account specified in the Order.

4.3 The Seller shall be entitled to recover the price, notwithstanding that delivery may not have taken place and the property in the Goods has not passed to the Buyer.

4.4 Time of payment is of the essence. Where sums due hereunder are not paid in full by the due date:

4.4.1 the Seller may, without limiting its other rights, charge interest on such sums at five % a year above the base rate of Lloyds Bank plc from time to time in force, and

4.4.2 interest will accrue on a daily basis, and apply from the due date for payment until actual payment in full, whether before or after judgment.

4.5 VAT will be charged by the Seller and paid by the Buyer at the then applicable rate.

5 Credit limit

5.1 The Seller may set and vary credit limits from time to time and withhold all further supplies if the Buyer exceeds such credit limit.

6 Delivery

6.1 The Goods will be:

6.1.1 delivered by or for the Seller to the Delivery Location on the date(s) specified in the Order; or

6.1.2 made available for collection by the Buyer at the Seller’s, or carrier’s as the case may be, premises set out in the Order. The Buyer will collect the Goods within the period specified in the Order.

6.2 The Goods will be deemed delivered:

6.2.1 if delivered by or for the Seller under clause 6.1.1, on arrival of the Goods at the Delivery Location;

6.2.2 if collected by the Buyer under clause 6.1.2, on completion of loading at the Seller’s, or carrier’s as the case may be, premises.

6.3 The Goods may be delivered by instalments if provided in the Order. Any delay in delivery or defect in an instalment will not entitle the Buyer to cancel any other instalment.

6.4 Delivery of the Goods, or part thereof, will be accompanied by a delivery note stating:

6.4.1 the date of the invoice;

6.4.2 the relevant Buyer and Seller details;

6.4.3 the type and quantity of Goods in the consignment;

6.4.4 any special handling and other instructions; and

6.4.5 whether any packaging material is to be returned (in which case the Buyer will, at the Sellers option, return them to the Seller or make them available for collection by the Seller at a time specified by the latter, and in either case at the Seller’s expense).

6.4.6 The Seller will use its reasonable endeavours to meet delivery dates but such dates are approximate only, and time of delivery is not of the essence.

6.5 The Seller will not be liable for any delay in or failure of delivery caused by:

6.5.1 the Buyer’s failure to: (i) make the Delivery Location available, (ii) prepare the Delivery Location as required for delivery and/or installation or (iii) provide the Seller with adequate instructions, for delivery and installation or otherwise relating to the Goods;

6.5.2 the Buyer’s failure to collect the Goods from the Sellers premises; or

6.5.3 an event of Force Majeure.

6.6 If the Buyer fails to accept delivery of or collect the Goods as provided in clause 6.1.1 or 6.1.2 on the date or within the period set out in the Order

6.6.1 delivery of the Goods will be deemed to have occurred at 09:00 on the 1 Business Day following such date; and

6.6.2 the Seller will store and insure the Goods pending either collection of the Goods by the Buyer or a subsequent delivery of the Goods to the Buyer

and the Buyer will pay all costs and expenses incurred by the Seller in doing so including and costs and expenses in respect of any subsequent delivery or any failed delivery.

6.7 If 14 Business Days following the due date for delivery or collection of the Goods, the Buyer has not taken delivery of or collected them, the Seller may resell or otherwise dispose of the Goods. The Seller will:

6.7.1 deduct storage charges at the Sellers then-applicable rate and reasonable costs of resale; and

6.7.2 account to the Buyer for any excess of the resale price over, or invoice the Buyer for any shortfall of the resale price below, the price paid by the Buyer for the Goods.

7 Installations

7.1 Where the Seller agrees to arrange an installation, the Buyer accepts full responsibility to ensure the vehicle(s) are made available on the agreed installation time and date. The Buyer shall take reasonable precautions to allow for time delays and/or traffic conditions and be liable to pay to the Seller the sum of twenty pounds sterling for every fifteen minutes the Sellers arranged installers are left waiting for the Buyers vehicle to be made available.

7.2 The Buyer agrees to pay in full to the Seller the installation costs in advance and in addition to any arrangements to cover the cost of purchase. The Buyer accepts that no refund will be made if the Buyers vehicle is not available on agreed installation time and date or no less that 48 hours cancellation notice of installation has been given and received by the Seller.

7.3 The Buyer agrees that in order to allow the vehicles exhaust system to cool to a reasonable level to carry out the installation, the vehicle is required to be parked and with the engine off for a period no less than 2 hours before the agreed installation time and date. The Seller reserves the right to exclude vehicles that have not been left for this agreed period from any installation and the Buyer agrees that they are not eligible for any refund against the installation cost in this instance.

8 Title and risk

8.1 Risk in the Goods will pass to the Buyer at the time of delivery in accordance with clause 6.2, or if the Buyer wrongfully fails to take delivery of the Goods, the time in accordance with clause 6.6.

8.2 Title to the Goods will pass to the Buyer once the Seller has received payment in full for the Goods.

8.3 Title to the Goods will not automatically pass if the vehicle(s) which the product(s) are installed upon change ownership.

8.4 Until title to the Goods has passed to the Buyer, the Buyer will:

8.4.1 hold the Goods as Bailee for the Seller;

8.4.2 store the Goods separately from all other material in the Buyer’s possession;

8.4.3 take all reasonable care of the Goods and keep them in reasonable condition;

8.4.4 insure the Goods (i) with a reputable insurer (ii) from the date of delivery (iii) against all risks (iv) for an amount at least equal to the price (v) noting the Sellers interest on the policy;

8.4.5 ensure that the Goods are clearly identifiable as belonging to the Seller;

8.4.6 not remove or alter any mark on or packaging of the Goods;

8.4.7 inform the Seller as soon as possible if it becomes subject to any of the events set out in clause 15.1; and

8.4.8 provide the Seller such information concerning the Goods as the Seller may request from time to time.

8.5 If, at any time before title to the Goods has passed to the Buyer, the Buyer informs the Seller, or the Seller reasonably believes, that the Buyer has or is likely to become subject to any of the events specified in clause 15.1,the Seller may:

8.5.1 require the Buyer at the Buyer’s expense to re-deliver the Goods to the Seller; and

8.5.2 if the Buyer fails to do so promptly, enter any premises where the Goods are stored and repossess them.

9 Warranty

9.1 The Seller warrants that, for a period of 12 months from delivery (the Warranty Period), the Goods will:

9.1.1 conform in all material respects to their description;

9.1.2 be free from material defects in design, material and workmanship;

9.1.3 be of satisfactory quality within the meaning of the Sale of Goods Act 1979, as amended.

9.1.4 be fit for any purpose set out in the Order.

9.2 The Seller will, at its option, repair, replace or refund the price of defective Goods, provided that and subject to clause 9:

9.2.1 the Buyer informs the Seller in writing during the Warranty Period and within 14 Business Days of discovery that some or all of the Goods do not comply with clause 9.1;

9.2.2 the Buyer gives the Seller a reasonable opportunity to examine the defective Goods;

9.2.3 the Buyer returns the defective Goods to the Seller at the Seller’s expense.

9.3 The Conditions will apply to any Goods repaired or replaced under clause 9.2.

9.4 The Seller will not be liable for any failure of the Goods to comply with clause 9.1:

9.4.1 where such failure arises by reason of fair wear and tear, wilful damage, negligence, abnormal working conditions, or could be expected to arise in the normal course of use of the Goods;

9.4.2 to the extent caused by the Buyer’s failure to comply with the Seller’s instructions as to: (i) storage, installation, commissioning, use or maintenance of the Goods, or (ii) good practice in relation to the storage, installation, commissioning, use or maintenance of the Goods;

9.4.3 to the extent caused by the Seller following any design or specification or requirement of the Buyer in relation to the Goods;

9.4.4 where the Buyer repairs or alters any Goods without the Seller’s prior agreement; or

9.4.5 where the Buyer uses any of the Goods after notifying the Seller that it does not comply with clause 9.1.

9.5 Except as set out in this clause 9:

9.5.1 the Seller gives no warranty in relation to the Goods; and

9.5.2 will be under no liability for their failure to comply with the warranty in clause 9.1.

In particular, the conditions implied by ss 13–15 of the Sale of Goods Act 1979 are expressly excluded.

10 Obligations of the Buyer

10.1 The Buyer will:

10.1.1 place all Orders on these Conditions and ensure that the contents of any Order are complete and accurate;

10.1.2 co-operate fully with the Seller in relation to delivery or collection of the Goods.

11 Liability

11.1 The Seller does not exclude its liability:

11.1.1 for death or personal injury caused by its negligence; or

11.1.2 for breach of the terms implied by s 12 of the Sale of Goods Act 1979 and by s 2 of the Supply of Goods and Services Act 1982; or

11.1.3 for defective products under the Consumer Protection Act 1987; or

11.1.4 for fraud or fraudulent misrepresentation.

11.2 Neither party will be liable for:

11.2.1 loss of data or use;

11.2.2 any form of indirect, consequential or special loss; or

11.2.3 any loss of or failure to realise expected profit, revenue or savings or any other form of pure economic loss, whether any such loss is direct or indirect;

and, in each case, however arising.

11.3 Other than as set out above, the Seller limits its liability (however arising) in respect of or in connection with the Goods in any instalment, and otherwise in connection with the Contract, to 100 per cent of the total price of Goods in that instalment.

11.4 The Goods that are sold by the Seller are intended to act only as a deterrent against any potential thefts and the Seller shall accept no liability in respect of any loss or damage, caused by such thefts following installation of the Goods.

12 Intellectual Property Rights

12.1 Nothing in this Contract will affect the rights (including Intellectual Property Rights) in the Goods which are and shall remain vested in the Seller.

12.2 To the extent that the Goods are used then the parties acknowledge and agree that the Buyer is licensed to use the Intellectual Property Rights upon the terms set out in clause 11.3.

12.3 The Seller hereby grants to the Buyer a royalty-free, worldwide licence, revocable only for breach by the Buyer of the terms contained within, to use the Intellectual Property Rights solely to the extent necessary in connection with the further distribution of the Goods. The Buyer:

12.3.1 will not use the Intellectual Property Rights for any other purpose or any purpose which is deemed unacceptable to the Seller;

12.3.2 will not modify or reverse engineer or take any similar action in relation to any Goods provided by the Seller;

12.3.3 may sublicense to use the Intellectual Property Rights on the terms of this clause 11.3 provided that the Buyer is liable for any breach by them of such terms;

12.3.4 hereby assigns to the Seller, on their creation, all Intellectual Property Rights which arise or are created by any use whatsoever of the Goods.

12.4 The Seller will defend or, at its option, settle any action brought against the Buyer arising from any claim that the use of the Goods by the Buyer in accordance with the Contract infringes any third party Intellectual Property Right, and indemnify the Buyer against all reasonable costs incurred by the Buyer in connection with such claim.

12.5 The Seller’s obligations under clause 12.4 will not apply to Goods modified or used by the Buyer other than in accordance with the Conditions. The Buyer will indemnify the Seller against all reasonable costs and expenses incurred by the Seller in connection with any claim arising from such modification or use.

12.6 The Seller’s obligations under clause 12.4 are conditional on the Buyer

12.6.1 promptly advising the Seller in writing of any claim or action;

12.6.2 making no admission as to, or settlement or compromise of any claim or action without the Seller’s prior written consent;

12.6.3 giving the Seller sole conduct of any defence and any settlement negotiations; and

12.6.4 co-operating fully with the Seller and providing the Seller with all reasonable assistance in the defence or settlement of such claim or action.

12.7 The Buyer’s reasonable costs of compliance with clauses 12.6.3 and 12.6.4 will be paid by the Seller.

12.8 The provisions of clauses 12.4 – 12.7 set out the Seller’s entire liability and the Buyer’s sole right in respect of third party Intellectual Property Rights infringement claims or actions.

13 Confidentiality

13.1 Each party shall keep confidential all Confidential Information of the other party and will only use the other’s Confidential Information as required to perform the Contract. The provisions of this clause will not apply to:

13.1.1 any information which was in the public domain at the date of this Contract;

13.1.2 any information which comes into the public domain subsequently other than as a consequence of any breach of the Contract or any related agreement;

13.1.3 any information which is independently developed by the other party without using information supplied by the first party; or

13.1.4 any disclosure required by law or a regulatory authority or otherwise by the provisions of the Contract.

13.2 This clause 13 will remain in force for a period of five years from the date of the Contract.

14 Force Majeure

14.1 A party will not be liable if delayed in or prevented from performing its obligations due to Force Majeure, provided that it:

14.1.1 promptly notifies the other of the Force Majeure event and its expected duration; and

14.1.2 uses reasonable endeavours to minimise the effects of that event.

14.2 If, due to Force Majeure, a party:

14.2.1 is or will be unable to perform a material obligation; or

14.2.2 is delayed in or prevented from performing its obligations for a continuous period exceeding 30 days then the parties will, within 30 days, renegotiate the Contract to achieve, as nearly as possible, the original commercial intent.

14.3 If following the expiration of the renegotiation period referred to in clause 13.2.2 above, an agreement between the parties cannot be reached, then the other party may terminate the agreement by written notice.

15 Termination & Cancellation

15.1 The Contract may be terminated forthwith at any time by the Seller on written notice to the Buyer if:

15.1.1 the Buyer commits a material breach, or series of breaches resulting in a material breach, of the Contract and such breach is not remediable or if capable of remedy is not remedied within 14 days of written notice to do so;

15.1.2 the Buyer suspends or threatens to suspend payment of its debts, or is unable to pay its debts as they fall due;

15.1.3 the Buyer (a) negotiates with its creditors for rescheduling of its debts, (b) makes a proposal to or compounds with its creditors in respect of its debts or (c) makes an application to court for protection from its creditors generally;

15.1.4 the Buyer passes a resolution for winding-up or for the appointment of an administrator, or a liquidator or administrator is appointed in relation to the other, or a winding-up order is made in relation to the other;

15.1.5 a receiver or administrative receiver may be or is appointed in relation to the Buyer or any of its assets;

15.1.6 any creditor of the Buyer attaches, takes possession of, or any distress, execution or similar process is levied or enforced against, all or any part of the Buyer’s assets, and such attachment or process is not discharged within 14 days;

15.1.7 the Buyer takes or suffers any action similar to any of the above in any jurisdiction;

15.1.8 there is a material change in the management, ownership or control of the Buyer;

15.1.9 the Buyer suspends trading, ceases to carry on business, or threatens to do either;

15.1.10 the Buyer, (being an individual) dies or ceases to be capable of managing his own affairs; or

15.1.11 the Buyer is subject to an event of Force Majeure under clause 14.

15.2 In addition to its rights under clause 15.1 the Seller may terminate this Contract at any time immediately on written notice to the Buyer if the Buyer has failed to pay any amount due under the Contract on the due date.

15.3 On termination of the Contract for any reason:

15.3.1 the Buyer will within 14 Business Days pay all invoices of the Seller then outstanding and not disputed in good faith;

15.3.2 the Seller will, within 14 Business Days, invoice the Buyer for all Goods delivered or provided but not yet invoiced and the Buyer will pay such invoice within a further 14 Business Days (unless the invoice is disputed in good faith);

15.3.3 Buyer will within 5 Business Days return any materials of the Seller then in its possession or control; if it fails to do so, the Seller may enter onto any premises owned by or under the control of the and take possession of them;

15.3.4 the accrued rights and liabilities of the parties will not be affected; and

15.3.5 any clause which expressly or by implication are to survive termination will do so.

15.4 The Buyer shall have the right to cancel their instructions in respect of any Order within seven working days of acceptance of the same (‘Cancellation Period’).

15.5 If the Buyer wishes to cancel their Order within the Cancellation Period, they should inform the Seller in writing, by either letter or fax, stating at least the following information:

15.5.1 the Buyer’s name;

15.5.2 the Buyer’s address and other contact details;

15.5.3 the reference number provided by the Seller in addition to the date of the Order;

15.5.4 that the Buyer wishes to cancel their instructions relating to the Order;

15.6 The Seller will not begin any work in connection with such Order during the Cancellation Period:

15.6.1 without the agreement of the Buyer; or

15.6.2 unless such work is required in order to fulfil the terms of such Order.

15.7 The Buyer will not be able to cancel their Order if, due to 15.6 above, the work in connection with such Order has already began during the Cancellation Period.

15.8 If the Buyer does not contact the Seller within the Cancellation Period, the Seller will assume that the Buyer wishes the Seller to begin works in connection with the Order after the Cancellation Period has expired.

16 Returns and Refunds

16.1 Unless due to a defect or fault in the Goods provided by the Seller to the Buyer, the return of any Goods will only be accepted by the Seller if :

16.1.1 the Goods are unused, unopened and in a condition which is consider at the sole discretion of the Seller to be a condition with is fit for re-sale; and

16.1.2 a goods return note (which can be provided by the Seller at the request of the Buyer) is included.

16.2 Any refunds provided will be at the sole discretion of the Seller. If any component of the Goods needs to be replaced following receipt of the returned Goods by the Seller because it has been used or is missing, the Seller reserves the right to deduct any such costs in replacing such components from any refund they may provide.

16.3 The Seller shall accept no liability for any Goods that are to be returned by the Buyer and shall not consider any refunds in respect of the same unless:

16.3.1 the Seller has agreed to collect the Goods from the Buyer; or

16.3.2 such Goods physically arrive back into the possession of the Seller.

16.4 The Seller reserves the right to charge a handling and restocking fee in respect of any Goods which are returned, or in respect of any refunds that are to be provided, which shall be no more than 20% of the value of any such Goods.

17 General

17.1 Time

Unless stated otherwise, time is not of the essence of any date or period specified in these Conditions, the Order or otherwise in the Contract.

17.2 No set-off

All payments by the Buyer will be made without set-off or counterclaim, free and clear of and without deduction for any tax, levy, duty, charge, or withholdings of any kind now or in the future, imposed in any jurisdiction unless a party is compelled by law to deduct or withhold any such amounts, in which case it will pay to the other such additional amount as will ensure that the other is paid the full amount it would have received but for such deduction or withholding.

17.3 Relationship

The parties are independent businesses and not principal and agent, partners, or employer and employee.

17.4 Severability

If any part of the Contract is found by a court, tribunal or other administrative body of competent jurisdiction to be unenforceable or invalid for any reason, that provision is to be severed from the Contract and the remaining provisions of the Contract will otherwise remain in full force.

17.5 Notices

Notices under the Contract will be in writing and sent to the persons and addresses set out in the Order. They may be given, and will be deemed received:

17.5.1 by first-class post: two Business Days after posting;

17.5.2 by airmail: seven Business Day after posting;

17.5.3 by hand: on delivery;

17.5.4 by facsimile: on receipt of a successful transmission report from the correct number; and

17.5.5 by e-mail: on receipt of a delivery or read receipt mail from the correct address.

17.6 Waiver

No delay, act or omission by either party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy.

17.7 Rights of Third Parties

This Contract is not enforceable by any third party under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

17.8 Priority

In the event of conflict, the terms of these Conditions prevail over those of the Order.

17.9 Entire Agreement

The Contract constitutes the entire agreement between the parties in relation to its subject matter. No other terms apply.

17.10 Succession

The Contract will bind and benefit each party’s successors and personal representatives.

17.11 Governing Law & Jurisdiction

17.11.1 The Contract will be governed by the law of England and Wales.

17.11.2 Disputes will be submitted to the exclusive jurisdiction of the courts of England and Wales.