Product terms & conditions of sale (ref:19082024)

Download / Print

The customer’s attention is drawn in particular to the provisions of Condition 8.

Interpretation
1. Definitions:
  Business Day a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business;
  Company Boardlink Limited a company incorporated under the laws of England with registered number 00955440;
  Conditions the terms and conditions set out in this document as amended from time to time in accordance with Condition 11.4;
  Contract the contract between the Company and the Customer for the sale and purchase of the Goods and consisting of the Customer’s order and the Company’s acceptance and acknowledgement of that order in each case in accordance with these Conditions;
  Customer the person or firm who purchases the Goods from the Company;
  Free Issue Material any equipment, materials and/or tools provided by, or on behalf of, the Customer to the Company for incorporation into the Goods
  Force Majeure Event an event, circumstance or cause beyond a party’s reasonable control;
  Goods the goods (or any part of them) which are the subject of the Contract;
  Loss(es) means any costs, claims, proceedings, demands, damages, compensation, awards, expenses (including professional) or other loss (including special, consequential, loss of profit and other economic loss) whatsoever;
2. Interpretation:
  (a) a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
  (b) a reference to a party includes its successors and permitted assigns.
  (c) a reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
  (d) any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
  (e) a reference to writing or written includes fax and email.
Basis of Contract
1. 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 law, trade custom, practice or course of dealing. The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.
2. Each order for Goods shall constitute an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of its order and any applicable specification are complete and accurate.
3. The Customer’s order shall only be deemed to be accepted when the Company issues a written acceptance and acknowledgement of such order, at which point the Contract shall come into existence. The Customer may not, except as permitted by Condition 2.4, cancel an order once the Company has issued an order acknowledgement and the Contract has come into existence.
4. No order which has been accepted by the Company may be cancelled by the Customer except with the written agreement of the Company and on terms that the Customer shall indemnify the Company in full against all Losses (including the cost of all labour and materials used) incurred by the Company as a result of cancellation.
5. Any samples, drawings, descriptive matter or advertising produced by the Company and any descriptions or illustrations contained in the Company’s catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force.
6. A quotation for the Goods given by the Company shall not constitute an offer. A quotation shall only be valid for a period of 20 Business Days from its date of issue.
Goods
1. The Goods shall be supplied in accordance with the description contained in the Company’s product specification document which is available on request. To the extent that the Goods are to be manufactured in accordance with a specification supplied by the Customer, the Customer shall indemnify the Company 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 and other reasonable professional costs and expenses) suffered or incurred by the Company in connection with any claim made against the Company for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with the Company’s use of such specification. This Condition 3.1 shall survive termination of the Contract.
2. The Company reserves the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirements.
Delivery
1. The Company shall ensure that:
  (a) each delivery of the Goods is accompanied by a delivery note that shows the date of delivery and the type and quantity of the Goods (including the code number of the Goods, where applicable); and
  (b) if the Company requires the Customer to return any packaging materials to the Company, that fact is clearly stated on the delivery note. The Customer shall make any such packaging materials available for collection at such times as the Company shall reasonably request. Returns of packaging materials shall be at the Company’s expense.
2. The Company shall deliver the Goods to the location set out in its Customer Order Acknowledgement or such other location as the parties may agree (Delivery Location) at any time after the Company notifies the Customer that the Goods are ready.
3. Delivery is completed on the completion of unloading (or where the Customer is collecting the Goods from the Company, loading) of the Goods at the Delivery Location.
4. Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Company 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 Company with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
5. If the Company fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Company shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer’s failure to provide the Company with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
6. If the Customer fails to take or accept (as applicable) delivery of the Goods within three Business Days of the Company notifying the Customer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or the Company’s failure to comply with its obligations under the Contract:
  (a) delivery of the Goods shall be deemed to have been completed at 5.00pm on the third Business Day after the day on which the Company notified the Customer that the Goods were ready; and
  (b) the Company shall store the Goods until delivery takes place and charge the Customer for all related costs and expenses (including insurance).
7. If ten Business Days after the day on which the Company notified the Customer that the Goods were ready for delivery the Customer has not taken or accepted (as applicable) actual delivery of them, the Company 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 or charge the Customer for any shortfall below the price of the Goods.
8. If the Company delivers up to and including 5% more or less than the quantity of Goods ordered the Customer may not reject them, but on receipt of notice from the Customer that the wrong quantity of Goods was delivered, a pro rata adjustment shall be made to the Order invoice.
9. The Company may deliver the Goods by instalments, which shall be invoiced and paid for separately. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
Quality
1. The Company warrants that on delivery the Goods shall:
  (a) conform in all material respects with their description;
  (b) be free from material defects in design, material and workmanship;
  (c) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
  (d) be fit for any purpose held out by the Company.
2. Subject to Condition 5.3, if:
  (a) the Customer gives notice in writing to the Company within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in Condition 5.1;
  (b) the Company is given a reasonable opportunity of examining such Goods; and
  (c) the Customer (if asked to do so by the Company) returns such Goods to the Company’s place of business at the Customer’s cost, the Company shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
3. The Company shall not be liable for the Goods’ failure to comply with the warranty set out in Condition 5.1 in any of the following events:
  (a) the Customer makes any further use of such Goods after giving notice in accordance with Condition 5.2;
  (b) the defect arises because the Customer failed to follow the Company’s oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;
  (c) the defect arises as a result of the Company following any drawing, design or specification supplied by the Customer;
  (d) the Customer alters or repairs such Goods without the written consent of the Company;
  (e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions;
  (f) the Company shall be under no liability under the warranty in Condition 5.1 (or any other warranty, condition or guarantee) if the total price for the Goods has not been paid by the due date for payment; or
  (g) the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
4. Except as provided in this Condition 5, the Company shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in Condition 5.1.
5. The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
6. These Conditions shall apply to any repaired or replacement Goods supplied by the Company.
Title and Risk
1. The risk in the Free Issue Material shall at all times remain with the Customer notwithstanding delivery of the Free Issue Material to the Company.
2. The risk in the Goods shall pass to the Customer on completion of delivery.
3. Title to the Goods shall not pass to the Customer until the earlier of:
  (a) the Company receives payment in full (cleared funds) for the Goods, in which case title to the Goods shall pass at the time of payment; and
  (b) the Customer resells the Goods, in which case title to the Goods shall pass to the Customer at the time specified in Condition 6.5.
4. Until title to the Goods has passed to the Customer, the Customer shall:
  (a) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Company’s property;
  (b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
  (c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
  (d) notify the Company immediately if it becomes subject to any of the events listed in Condition 10.1(b) to Condition 10.1(d); and
  (e) give the Company such information relating to the Goods as the Company may require from time to time.
5. Subject to Condition 6.6, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before the Company receives payment for the Goods. However, if the Customer resells the Goods before that time:
  (a) it does so as principal and not as the Company’s agent; and
  (b) title to the Goods shall pass from the Company to the Customer immediately before the time at which resale by the Customer occurs.
6. If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in Condition 10.1(b) to Condition 10.1(d), then, without limiting any other right or remedy the Company may have:
  (a) the Customer’s right to resell the Goods or use them in the ordinary course of its business ceases immediately; and
  (b) the Company may at any time:
  (i) require the Customer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product; and
  (ii) if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.
Price and Payment
1. The price of the Goods shall be the price set out in the Contract.
2. Subject to Condition 7.3, and any special terms agreed in writing between the Customer and the Company, the Company shall be entitled to invoice the Customer for the price of the Goods before, on or at any time after delivery of the Goods.
3. Where:
  (a) the Goods are to be collected by the Customer; or
  (b) the Customer wrongfully fails to take delivery of the Goods the Company shall be entitled to invoice the Customer for the price at any time after the Company has notified the Customer that the Goods are ready for collection or (as the case may be) the Company has tendered delivery of the Goods. In any event,
4. The Company may, by giving notice to the Customer at any time before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
  (a) any factor beyond the Company’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
  (b) any request by the Customer to change the delivery date(s), quantities or types of Goods ordered; or
  (c) any delay caused by any instructions of the Customer or failure of the Customer to give the Company adequate or accurate information or instructions.
5. The price of the Goods:
  (a) excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to the Company at the prevailing rate, subject to the receipt of a valid VAT invoice; and
  (b) unless otherwise stated in the Contract excludes the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Customer.
6. The Customer shall pay each invoice submitted by the Company:
  (a) within 30 days end of month of the date of the invoice or in accordance with any credit terms agreed by the Company and confirmed in writing to the Customer; and
  (b) in full and in cleared funds to a bank account nominated in writing by the Company, and time for payment shall be of the essence of the Contract.
7. The Company may grant a credit account to the Customer at its sole discretion and subject to obtaining satisfactory credit references.
8. Where the Customer has a credit account with the Company the Customer acknowledges that such account is insured and, in the event of a change in the Company’s insurance provision in relation to the Customer’s credit account, the Company reserves the right to alter the terms applicable to the Customer’s credit account including requiring immediate payment of all invoices, requiring payment in advance of delivery and/or the suspension or cancelation of the Customer’s orders.
9. Unless otherwise agreed, if the Company has granted a credit account to the Customer:
  (a) then, the Customer shall pay the price of the Goods in full and without any deduction or set-off upon receipt of the Company’s invoice on terms of end of month plus 30 days, notwithstanding that delivery of the Goods may not have taken place or that title in the Goods has not passed to the Customer; the Company may set a reasonable credit limit; and
  (b) subject to the Company and Customer agreeing on Condition 7.9(b), the Customer shall complete a credit account form in the form and manner required by the Company (Credit Account Form) and the Customer shall return the Credit Account Form within a reasonable time period to the Company by email to: accounts@boardlink.co.uk
10. If the Customer does not have a credit account with the Company or if the Customer’s credit account is terminated or suspended under Condition 7.11 or Condition 7.13, the Customer shall pay the price for the Goods at the time of order placement, or on or before delivery (where applicable), upon receipt of the Company’s invoice.
11. The Company may cancel or suspend the Customer’s credit account by notice in writing at any time should it decide, for whatever reason, that it requires further security from the Customer, other than that already provided (if any). If the Company exercises its rights under this Condition it may continue trading with the Customer in accordance with Condition 7.7. The Company may reinstate the credit account once the additional security required has been provided by the Customer and any other conditions have been met. The Customer agrees to use its best endeavours to ensure that any additional security required by the Customer is provided.
12. The Company may, at any time, at its sole discretion and without reference to the Customer:
  (a) increase (without limit) or decrease any credit limit applied to the Customer; and<
  (b) supply Goods in excess of the credit limit.
13. The Company reserves the right to terminate or suspend the Contract if allowing it to continue would result in the Customer exceeding its credit limit or the Customer has already exceeded its credit limit.
14. The time of payment of the price shall be of the essence of the Contract. Receipts for payment will be issued only upon request.
15. The Company reserves the right where any doubts arise as to the Customer’s financial position or in the case of failure to pay for any Goods or any delivery or instalment as aforesaid to suspend delivery or performance or any part of instalment without liability until payment or satisfactory security for payment has been provided.
16. The Customer should notify the Company in writing of any queries concerning invoices within 5 days of the invoice date. The Company will not grant an extension to credit account payment terms for unresolved invoice queries that have been notified after such date.
17. If the Customer fails to make any payment on the due date then, without prejudice to any other right or remedy the Company may have and without limiting the Company’s remedies under Condition 10 (Termination), the Company shall be entitled to:
  (a) cancel the Contract or suspend any further deliveries of the Goods to the Customer under the Contract;
  (b) appropriate any payment made by the Customer to such of the Goods (or the Goods supplied under any other Contract between the Customer and the Company) as the Company may think fit (notwithstanding any purported appropriation by the Customer); and
  (c) charge the Customer interest (both before and after any judgement) on the amount unpaid, at the rate prescribed by the Late Payment of Commercial Debts (Interest) Act 1998, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).
18. All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
Limitation of Liability
1. The restrictions on liability in this Condition 8 apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
2. Nothing in in the Contract limits any liability which cannot legally be limited, including but not limited to liability for:(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
  (b) fraud or fraudulent misrepresentation;
  (c) breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
  (d) defective products under the Consumer Protection Act 1987.
3. Subject to Condition 8.2,
  (a) the following types of loss are wholly excluded:
  (i) loss of profits;
  (ii) loss of sales or business;
  (iii) loss of agreements or contracts;
  (iv) loss of anticipated savings;
  (v) loss of use or corruption of software, data or information;
  (vi) loss of or damage to goodwill; and
  (vii) indirect or consequential loss.
  (b) the Company shall under no circumstances whatsoever 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
  (c) the Company’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 in no circumstances exceed the price of the Goods.
4. Unless the Customer notifies the Company that it intends to make a claim in respect of an event within the notice period, the Company shall have no liability for that event. The notice period for an event shall start on the day on which the Customer became, or ought reasonably to have become, aware of the event having occurred and shall expire 3 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
5. This Condition 8 shall survive termination of the Contract.
FREE ISSUE MATERIAL
1. Any Free Issue Material provided to the Company must be accompanied by a statement in writing at the commencement of the Contract stating the value of the Free Issue Materials and any special characteristics of the Free Issue Material.
2. The Company reserves the right to inspect any Free Issue Material upon receipt from the Customer. If any defect is detected upon inspection and cannot be rectified or remedied prior to the commencement of the production of the Goods, then the Company reserves the right to reject the Free Issue Material and refuse to produce any Goods. The Company will notify the Customer as soon as reasonably practicable and in any event prior to the commencement of production of the Goods. If the Company and the Customer agree to the Company remedying, or attempting to remedy, or assist in remedying, any defects in the Free Issue Material, then the Company shall invoice the additional charge in relation to such work in accordance with Condition 7.
3. The Customer shall bear the sole cost of any expense in relation to the Free Issue Material, including but not limited to:
  (a) providing the Free Issue Material to the Company;
  (b) releasing the Free Issue Material to the Customer; and
  (c) any providing additional Free Issue Material that may be required, including but not limited to where additional Free Issue Material is required as a result of a fault by the Company.
4. All Free Issue Material handled by the Company shall be at the Customer’s own risk. The Customer shall be responsible for ensuring a suitable insurance policy provides adequate coverage for all Free Issue Material supplied by the Customer against all risks which may arise whilst in the possession of the Company, including but not limited to theft, fire and water damage.
5. The Company shall not be liable for any loss or damage of the Free Issue Material whilst in the possession of, at the premises of, or the handling by the Company, including but not limited to any loss or damage which may occur to the Free Issue Material whilst in the process of the production of the Goods.
6. Any surplus or waste of the Free Issue Material derived after the production of the Goods may be disposed of by the Company and the Customer may bear the cost of such disposal, unless otherwise agreed with the Company before the conclusion of the production of the Goods.
7. If any of the Free Issue Material is held by the Company for more than 30 days, or any other period as agreed between the Company and the Customer, then the Company, at its sole discretion, may charge the Customer for the storage of any Free Issue Material at a rate determined by the Company.
8. The Company shall not be liable for any defects in the Free Issue Material that arises from fair wear and tear, deliberate negligence, abnormal working conditions, misuse of the Goods or from any other cause which is not due to the neglect or default of the Company or which occurs in the ordinary course of dealings.
Termination
1. Without limiting its other rights or remedies, the Company may terminate the Contract with immediate effect by giving written notice to the Customer if:
  (a) the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of being notified in writing to do so;
  (b) the Customer 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), 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 Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
  (d) the Customer’s financial position deteriorates to such an extent that in the Company’s opinion the Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
2. Without limiting its other rights or remedies, the Company may suspend provision of the Goods under the Contract or any other contract between the Customer and the Company if the Customer becomes subject to any of the events listed in Condition 10.1(b) to Condition 10.1(d), or the Company reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
3. Without limiting its other rights or remedies, the Company may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.
4. On termination of the Contract for any reason the Customer shall immediately pay to the Company all of the Company’s outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, the Company shall submit an invoice, which shall be payable by the Customer immediately on receipt.
5. Termination of the Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
6. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.
Force Majeure
Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from a Force Majeure Event. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for three months, the party not affected may terminate the Contract by giving 30 days’ written notice to the affected party.
General
1. Assignment and other dealings.
  (a) The Company may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.
  (b) The Customer may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Company.
2. Publicity and Confidentiality.
  (a) The Customer shall not use any order or the Company’s name for advertising or publicity purposes and the Goods may not be advertised or exhibited by the Customer except on the Customer’s premises in each case without the Company’s prior written consent.
  (b) Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or contacts of the other party, except as permitted by Condition 12.2(c).
  (c) Each party may disclose the other party’s confidential information:
  (i) to its employees, officers, representatives 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 or advisers to whom it discloses the other party’s confidential information comply with this Condition 12.2; and
  (ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
  (d) 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.
3. Entire agreement.
  (a) The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
  (b) Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
4. Variation. No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
5. Waiver. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
6. Severance. 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 this Agreement. If any provision of the Contract is deemed deleted under this Condition 12.6 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.
7. Notices.
  (a) Any notice given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case).
  (b) Any notice shall be deemed to have been received:
  (i) if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; and
  (ii) if sent by pre-paid first-class post or other next working day delivery service, at 9.00am on the second Business Day after posting or at the time recorded by the delivery service.
  (c) This Condition 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.
  (d) A notice given under this Agreement is not valid if sent by email.
8. Third party rights.
  (a) Unless it expressly states otherwise, 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.
  (b) The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
9. Governing law. 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.
10. Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Contract or its subject matter or formation.