Legal Statement

1.     Interpretation

1.1    Definitions. In these Conditions, the following definitions apply:

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

Conditions: these terms and conditions as amended from time to time in accordance with clause 22.7.

Contract: the contract between the Supplier and the Customer for the supply of Goods and/or Services in accordance with these Conditions.

Control: shall be as defined in section 1124 of the Corporation Tax Act 2010, and the expression change of Control shall be construed accordingly.

Customer: the person or firm who purchases the Goods and/or Services from the Supplier.

Customer's Equipment: any equipment, systems, cabling or facilities provided by the Customer and used directly or indirectly in the supply of the Services.

Customer's Representative: the Customer's representative for the Services appointed under clause 10.

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

Goods Specification: any specification for the Goods, including any relevant plans or drawings that are agreed in writing by the Customer and the Supplier.

Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), 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.

Order: the Customer's order for the supply of Goods and/or Services, as set out in the Customer's written acceptance of the Supplier's quotation or Supplier's Proposal.  

Services: the services to be supplied by the Supplier to the Customer as set out in the Supplier’s Proposal.

Supplier’s Proposal: means the proposal for the supply of Services.

Supplier: means VWS (UK) LIMITED (T\A Veolia Water Technologies), a company registered in England with number 00327847 whose registered office is at Windsor Court, Kingsmead Business Park, Buckinghamshire, HP11 1JU.

Supplier's Equipment:  any equipment, including tools, systems, cabling or facilities, provided by the Supplier or its subcontractors and used directly or indirectly in the supply of the Services which are not the subject of a separate agreement between the parties under which title passes to the Customer.

Supplier's Representative: the Supplier's representative for the Services appointed under clause 9.3.

VAT: value added tax chargeable under the Value Added Tax Act 1994.

Works: means installation and\or commissioning works to be carried out by the Supplier in respect of the Goods, details of which can be found at http://www.shop.elgaprocesswater.co.uk/installation-commissioning.

Year: means, (in respect of the Services only) each consecutive period of twelve (12) months starting on the Commencement Date of the Contract and each anniversary thereof.

 

1.2    Construction. In these Conditions, the following rules apply:

1.3    A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.  A reference to a holding company or a subsidiary means a holding company or a subsidiary (as the case may be) as defined in section 1159 of the Companies Act 2006.

1.4    A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.

2.     Basis of contract

2.1    The Order constitutes an offer by the Customer to purchase Goods and/or Services in accordance with these Conditions.

2.2    The Order shall only be deemed to be accepted when the Supplier issues written or verbal acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date).

2.3    The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Supplier which is not set out in the Contract.

2.4    Any samples, drawings, descriptive matter or advertising issued by the Supplier and any descriptions of the Goods or illustrations or descriptions of the Services contained in the Supplier's catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Services and/or Goods described in them. They shall not form part of the Contract or have any contractual force.

2.5    It is the Customer’s obligation to ensure that the terms of the Order and any applicable Goods Specification (and the Supplier Proposal) are complete and accurate.

2.6    These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.7    Any quotation given by the Supplier shall not constitute an offer.

2.8    All of these Conditions shall apply to the supply of both Goods and Services except where application to one or the other is specified.

3.     Goods

3.1    The Goods are described in the Supplier's catalogue (whether online or otherwise) or as modified by any applicable Goods Specification.

3.2    The Supplier reserves the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirements.

3.3    If the quotation or Order states that the Goods require an element of Works to be carried out, then Clause 6 shall apply to the Contract.

3.4    The Customer can only cancel an order for Goods (or any part of an order for Goods) which the Supplier has already accepted, with the Supplier’s prior agreement in writing and provided that the Customer indemnifies the Supplier in full in accordance with Clause 17.1.  Goods returned without the consent of the Supplier will not be accepted for credit.

4.     Delivery

4.1    The Supplier shall ensure that each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, all relevant Customer and Supplier reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable), whether any Works are required, special storage instructions (if any) and, if the Order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered. 

4.2    The Supplier shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after the Supplier notifies the Customer that the Goods are ready for delivery.

4.3    Delivery of the Goods shall be completed on the Goods' arrival at the Delivery Location.

4.4    Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

4.5    If the Supplier is unable to supply the Customer with the Goods because they are not in stock or no longer available, the Supplier will inform the Customer of this in writing and the Supplier will not process the order

4.6    The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event, the Customer's failure to provide the Supplier with adequate delivery instructions for the Goods or any relevant instruction related to the supply of the Goods.

4.7    If 10 Business Days after the Supplier notified the Customer that the Goods were ready for delivery the Customer has not taken or accepted delivery of them, the Supplier may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods.

4.8    The Supplier may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.

5.     International delivery

5.1    The Supplier does deliver Goods outside of the UK.  However there may restrictions on some Goods for certain international delivery destinations, so the Customer must check with the Supplier’s customer service team before ordering any Goods.

6.     Installation and Commissioning

6.1    This Clause 6 shall only apply to the Customer if Works are required to be carried out by the Supplier in respect of the Goods in accordance with the terms of the quotation and\or Order.

6.2    If Works are required, then the Supplier shall, prior to delivery of the Goods at the Delivery Location, provide the Customer with an installation checklist (Checklist), which the Customer must complete and return, to the Supplier.

6.3    The Supplier shall be under no obligation to visit the Delivery Location to carry out the Works until the Checklist has been signed and returned by the Customer. 

6.4    The Customer warrants that the responses provided in the Checklist are accurate in all material respects and contains all available information regarding the Delivery Location, including (without limitation), the supply of utilities and the utility connection points at the Delivery Location and any issues that may affect the Supplier’s ability to carry out the Works safely.

6.5    The Customer shall be responsible for the conditions at the Delivery Location and shall ensure an adequate and safe environment in order for the Works to be carried out.

6.6    The Supplier shall have no liability for any Works carried out in accordance with information contained in the Checklist if such information is false, misleading or inaccurate in any way.

6.7    If the Supplier fails to provide accurate information in the Checklist (and the Supplier is called out to the Delivery Location but is unable to carry out the Works) then the Supplier reserves the right to charge the Customer all reasonable costs associated with cancelling and rescheduling any visit to carry out the Works.

6.8    The Works shall be deemed to be completed upon the Supplier providing written confirmation to the Customer.

7.     Quality

7.1    The Supplier warrants that either:

(a)    for a period of 12 months from the date of delivery (where Clause 6 does not apply); or

(b)    for a period of 12 months from the date of completion of the Works (where Clause 6 does apply)

                   (each being the Warranty Period), the Goods shall:

(i)     conform in all material respects with their description and any applicable Goods Specification; and

(ii)    be free from material defects in design, material and workmanship.

7.2    Subject to clause 7.3, if:

(a)    the Customer gives notice in writing during the warranty period within 21 days of discovery that some or all of the Goods do not comply with the warranty set out in clause 7.1;

(b)    the Supplier is given a reasonable opportunity of examining such Goods; and

(c)    the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier's place of business at the Customer's cost,

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

 

7.3    The Supplier shall not be liable for the Goods' failure to comply with the warranty in clause 7.1 if:

(a)    the Customer makes any further use of such Goods after giving a notice in accordance with clause 7.1;

(b)    the defect arises because the Customer failed to follow the Supplier's oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice;

(c)    the defect arises as a result of the Supplier following any drawing, design or Goods Specification supplied by the Customer;

(d)    the Customer alters or repairs such Goods without the written consent of the Supplier;

(e)    the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions;

(f)     the Goods differ from their description or the Goods Specification as a result of changes made to ensure they comply with applicable statutory or regulatory standards.

7.4    Except as provided in this clause 7, the Supplier shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 7.1.

7.5    The Supplier provides no warranty and shall have no liability in respect of any water system biohazards which may arise in connection with the supply of the Goods and/or Services from waterborne pathogens, including but not limited to Legionella bacteria.

7.6    The warranties set out in this Contract are the only warranties which shall be given by the Company and all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.

7.7    The terms of this clause 7 shall not apply to any Goods purchased by the Customer that are repaired or replaced under warranty, or apply to any Goods repaired or replaced under warranty as part of the Service, but shall apply to any Goods purchased by the Customer for the purpose of such repair or replacement.

8.     Title and risk

8.1    The risk in the Goods shall pass to the Customer on completion of delivery.

(a)    Title to the Goods shall not pass to the Customer until the Supplier receives payment in full (in cash or cleared funds) for the Goods.  Prior to this, the Customer shall endeavour not to dispose of, or mortgage, or charge, or lend, or part with possession of the goods and equipment,.

9.     Supply of Services

9.1    The Supplier shall use reasonable endeavours to manage and provide the Services, in accordance with the Supplier’s Proposal in all materials respects.

9.2    The Supplier shall use reasonable endeavours to meet any performance dates specified in the Supplier’s Proposal but any such dates shall be estimates only and time for performance by the Supplier shall not be of the essence of this Contract.

9.3    The Supplier shall appoint the Supplier's Representative in respect of the Services, who shall have authority under this Contract to contractually to bind the Supplier on all matters relating to the Services The Supplier shall use all reasonable endeavours to ensure that the same person acts as the Supplier's Representative throughout the term of this Contract, but may replace that person from time to time where reasonably necessary in the interests of the Supplier's business.

9.4    The Supplier shall use reasonable endeavours to observe, all health and safety rules and regulations and any other reasonable security requirements that apply at any of the Customer's premises and that have been communicated to it under clause 10.1(e), provided that it shall not be liable under this Contract if, as a result of such observation, it is in breach of any of its obligations under this Contract.

9.5    In relation to the Services, the Contract shall continue for a period as set out in the Supplier’s Proposal unless it is terminated in accordance with clause 16.

10.    Customer's obligations

10.1     The Customer shall:

(a)    ensure that the terms of the Order and (if submitted by the Customer) the Goods Specification are complete and accurate;

(b)    co-operate with the Supplier in all matters relating to the Services and appoint the Customer's Representative in relation to the Services, who shall have the authority contractually to bind the Customer on matters relating to the Services;

(c)    provide, for the Supplier, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, access to the Customer's premises (including free access to all utilities), office accommodation, data and other facilities as reasonably required by the Supplier;

(d)    provide, in a timely manner, any information as the Supplier may reasonably require, and ensure that it is accurate in all material respects;

(e)    inform the Supplier of all health and safety rules and regulations and any other reasonable security requirements that apply at any of the Customer's premises;

(f)     ensure that all the Customer's Equipment is in good working order and suitable for the purposes for which it is used in relation to the Services and conforms to all relevant United Kingdom standards or requirements;

(g)    obtain and maintain all necessary insurances, licences and consents and comply with all relevant legislation in relation to the Services and\or Works, the installation of the Supplier's Equipment, and the use of the Customer's Equipment in relation to the Supplier's Equipment insofar as such insurance, licences, consents and legislation relate to the Customer's business, premises, staff and equipment, in all cases before the date on which the Services and\or Works are to start;

(h)    keep, maintain and insure the Supplier's Equipment in accordance with the Supplier's instructions as notified by the Supplier's Representative from time to time and shall not dispose of or use the Supplier's Equipment other than in accordance with the Supplier's written instructions or authorisation; and

(i)     any other obligations as set out in the Supplier’s Proposal or the Order.

10.2  If the Supplier's performance of its obligations under this Contract is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants or employees, the Supplier shall not be liable for any costs, charges or losses sustained or incurred by the Customer that arise directly or indirectly from such prevention or delay.

11.    change control

11.1  If either party wishes to change the scope or execution of the Services, it shall submit details of the requested change to the other party in writing (Change Request).

11.2  Unless both parties consent to a Change Request, there shall be no change to the Services and any other terms of this Contract. If both parties consent to a Change Request, it shall be signed by the authorised representatives of both parties, upon which the Change Request becomes a Change Order.

12.    Charges and payment

12.1  The price for Goods 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 as at the date of delivery. The price of the Goods is exclusive of all costs and charges of packaging, insurance, transport of the Goods, which shall be paid by the Customer when it pays for the Goods.

12.2  The Supplier shall invoice the Customer for the Goods on or at any time after completion of delivery.

12.3  All amounts payable by the Customer for the Goods and Services are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Customer, the Customer 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 Services or Goods at the same time as payment is due for the supply of the Services or Goods

12.4  In consideration of the provision of the Services by the Supplier, the Customer shall pay the charges as set out in the Supplier’s Proposal. The Supplier’s Proposal shall specify whether the charges shall be on a time and materials basis, a fixed price basis or a combination of both.

12.5  The Customer shall pay the total price to the Supplier (without deduction or set-off) as set out in the Supplier’s Proposal.  At the end of a period specified in the Supplier’s Proposal, the Supplier shall invoice the Customer for the charges that are then payable, together with expenses, the costs of materials (and VAT, where appropriate).

12.6  The parties agree that the Supplier may review and increase the charges set out in the Supplier’s Proposal provided that such charges cannot be increased more than once in any 12 month period. The Supplier shall give the Customer written notice of any such increase.  If such increase is not acceptable to the Customer, it may, within 30 days of such notice being received or deemed to have been received in accordance with clause 22.2, terminate the Contract by giving 1 month’s written notice to the Supplier

12.7  The Customer shall pay each invoice submitted by the Supplier within 30 days of the date of the invoice in full and in cleared funds to a bank account nominated in writing by the Supplier.  Time for payment shall be of the essence of the Contract.

12.8  Without prejudice to any other right or remedy that it may have, if the Customer fails to pay the Supplier on the due date, then the Customer shall pay interest on the overdue amount in accordance with the provisions of the Late Payment of Commercial Debts (Interest) Act 1998 as amended and supplemented by the Late Payment of Commercial Debts Regulations 2002 and 2013.

12.9  The Supplier may suspend the Contract until payment of the sums referred to in clause 12.8 have been made in full.

12.10 All sums payable to the Supplier under this Contract shall become due immediately on its termination, despite any other provision. This clause 12.10 is without prejudice to any right to claim for interest under the law, or any such right under this Contract.

12.11 The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding except as required by law. The Supplier may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer

13.    intellectual property rights

13.1  As between the Customer and the Supplier, all Intellectual Property Rights shall be owned by the Supplier.  The Supplier licenses all such rights to the Customer free of charge and on a non-exclusive, worldwide basis to such extent as is necessary to enable the Customer to make reasonable use of the Services.  If this Contract expires or is terminated in accordance with clause 16, this licence will automatically terminate

14.    Confidentiality

                   A party (receiving party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the receiving party by the other party (disclosing party), its employees, agents or subcontractors, and any other confidential information concerning the disclosing party's business, its products and services which the receiving party may obtain. The receiving party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the receiving party's obligations under the Contract. The receiving party may also disclose such of the disclosing party's confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. This clause 14 shall survive termination of the Contract.

15.    Limitation of liability:

15.1  Nothing in these Conditions shall limit or exclude the Supplier's liability for:

(a)    death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors; or

(b)    fraud or fraudulent misrepresentation;

15.2  Subject to clause 15.1:

(a)    the Supplier shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract ; and

(b)    the Supplier's total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall

(i)      (for a Contract for Goods), in no circumstances exceed the price stated in the Order; and

(ii)     (for a Contract for Services), in any Year which a claim arises be limited to the charges paid by the Customer in that Year .

15.3  The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and the terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

15.4  This clause 15 shall survive termination of the Contract.

16.    Termination

16.1  In respect of Services only, (and without limiting its other rights or remedies) either party may terminate the Contract by giving the other party no less than 3 months' written notice

16.2  Without limiting its other rights or remedies, each 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 this 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 Supplier makes any voluntary arrangement with its creditors (within the meaning of the Insolvency Act 1986 or any reenactment or modification of it) or, being an individual or firm, becomes bankrupt or, being a company, becomes subject to an administration order or goes into liquidation, otherwise than for the purpose of solvent amalgamation or reconstruction; or

(c)    any event occurs or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 16.1(b).

16.3  Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Contract on the due date for payment, is in breach of either clause 10, 14 or 19, or there is a change of Control of the Customer.

16.4  Without limiting its other rights or remedies, the Supplier may suspend the supply of Services or all further deliveries of Goods under the Contract or any other contract between the Customer and the Supplier if the Customer fails to pay any amount due under this Contract on the due date for payment, the Customer becomes subject to any of the events listed in clause 16.2(b) and 16.2(c), or the Supplier reasonably believes that the Customer is about to become subject to any of them.

16.5  On termination of the Contract for any reason: 

(a)    the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest and, in respect of the Services supplied but for which no invoice has been submitted, the Supplier may submit an invoice, which shall be payable immediately on receipt;

(b)    the Customer shall, within a reasonable time, return all of the Supplier's Equipment. If the Customer fails to do so, then the Supplier may enter the Customer's premises and take possession of them. Until they have been returned or repossessed, the Customer shall be solely responsible for their safe keeping;

(c)    the accrued rights and remedies of the parties as at termination shall not be affected, 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; and

(d)    clauses which expressly or by implication have effect after termination shall continue in full force and effect.

17.    Customer Indemnities

17.1  The Customer agrees to indemnify the Supplier, against all claims, demands, actions, proceedings and all damages, losses, costs and expenses (including without limitation legal and other professional advisers’ fees and all consequential and economic loss (including without limitation loss of profit, future revenue, reputation or goodwill and anticipated savings)) whether direct or indirect made against or incurred or suffered by any of them directly or indirectly and whether wholly or in part resulting from the matters listed below whether or not such losses or the consequences of the matters listed below were foreseeable at the date of the Contract:

(a)    the manufacture and sale of the Goods by the Company in accordance with the Goods Specification or other data or information furnished or instructions given by the Customer;

(b)    the cancellation of any order by the Customer after its acceptance by the Company in accordance with Clause 3.4; and

(c)    any breach by the Customer  of its obligations under the Contract or any other act or omission (including, without limitation, negligence) of the Customer, its employees and agents.

18.    Privacy Notice

18.1  The Supplier uses the information received from the Customer, together with information it has obtained in the course of its relationship with the Supplier (including in relation to Goods and Services it provides to the Customer, and/or the Customers’ use of those Goods), to provide Goods and Services that the Customer requests, to communicate with the Customer, to personalise information sent to the Customer and for other purposes specified in the Supplier’s Privacy Policy, which can be viewed here: http://www.shop.elgaprocesswater.co.uk/privacy-policy

19.    Compliance with laws and policies

19.1  In performing its obligations under this Contract, the Supplier shall comply with all applicable laws, statutes, regulations and codes from time to time in force including, without limitation, the Bribery Act 2010.

20.    Force majeure

20.1  For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of the Supplier including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.

20.2  The Supplier shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event. If the Force Majeure Event prevents the Supplier from providing any of the Services and/or Goods for more than 4 weeks, the Supplier shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Customer.

21.    dispute resolution procedure

21.1  If the Customer has a complaint in relation to the Goods, the Customer should write to the Customer Services Manager of the Supplier at its registered address. Any complaint shall be dealt with in accordance with the Supplier’s complaints procedure, a copy of which is available on written request.

21.2  If a dispute arises out of or in connection with this Contract or the performance, validity or enforceability of it as it pertains to Service (Dispute) then the parties shall follow the procedure set out in clauses 21.3 and 21.4.

21.3  If the Dispute is in relation to Services, then

(a)    either party shall give to the other written notice of the Dispute, setting out its nature and full particulars (Dispute Notice), together with relevant supporting documents. On service of the Dispute Notice, the Customer Representative and Supplier Representative shall attempt in good faith to resolve the Dispute;

(b)    if the Customer Representative and  Supplier Representative are for any reason unable to resolve the Dispute within 45 days of service of the Dispute Notice, the parties will attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. To initiate the mediation, a party must serve notice in writing (ADR notice) to the other party to the Dispute, requesting a mediation. A copy of the ADR notice should be sent to CEDR Solve. The mediation will start not later than 30 days after the date of the ADR notice.

21.4  No party may commence any court proceedings in relation to the whole or part of the Dispute until 60 days after service of the ADR notice, provided that the right to issue proceedings is not prejudiced by a delay.

22.    General

22.1  Assignment and other dealings.

(a)    The Supplier may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party.

(b)    The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.

22.2  Notices.

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

(b)    A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 22.2(a); if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by by fax or e-mail, one Business Day after transmission.

22.3  Severance.

(a)    If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable..

22.4  Waiver. A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor prevent or restrict its further exercise of that or any other right or remedy

22.5  No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, nor constitute either party the agent of another party for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.

22.6  Third parties. A person who is not a party to the Contract shall not have any rights to enforce its terms.

22.7  Variation. 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 Supplier.

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

22.9  Jurisdiction Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).