1 INTERPRETATION

1.1 In these terms, except where the context otherwise requires: Business Day means a day other than a Saturday or Sunday or public holiday in England and Wales; Buyer means the person who accepts a quotation of the Seller for the sale of the Goods and/or Services or the person whose order for the Goods and/or Services is accepted by the Seller; Contract means each agreement for the supply of Goods and/or Services, as referred to in clause 2; Delivery means delivery of the Goods as more particularly defined in clause 6.1; Delivery Address means the delivery address (if any) specified in the Contract, or otherwise agreed between the parties; Goods means the goods or materials (including any instalment of them or any part of them) the quantity, quality, description and specification of which are set out in the Seller’s quotation if accepted by the Buyer or the Buyer’s order if accepted by the Seller or delivered as part of or ancillary to the Services; Insolvency Event means any event referred to in clause 12.1.2; Seller means Advanced Optical Limited (company no 08356474) whose registered office is at Unit 1 Corinium Industrial Estate, Raans Road, Amersham, Buckinghamshire, HP6 6FB; Services means ophthalmic lens coatings lenses glazing and other services (including any instalment of them or any part of them) described in the Contract or provided as ancillary to the sale of the Goods; Specification means the specification of the Goods and/or Services including any plans, samples, drawings, data or other information relating to them; and Writing includes e-mail (with confirmed receipt), faxes and comparable means of communication.

1.2 References to regulations, statutes or statutory provisions is a reference to those regulations, statutes or provisions as amended, re-enacted or from time to time and includes any subordinate legislation made under that statute or statutory provision.

1.3 Words denoting the singular include the plural and vice versa; words denoting any one gender include all genders and vice versa, and reference to a person shall include an individual, partnership, body corporate and unincorporated association.

1.4 References to any party shall include its lawful successor in title and permitted, assigns

1.5 The words “other”, “including” and “in particular” shall not limit the generality of any preceding words or be construed as being limited to the same class as the preceding words where a wider construction is possible.

2 QUOTATIONS, ORDERS AND CONTRACTS

2.1 Quotations are subject to withdrawal and alteration at any time before acceptance in Writing by the Buyer and are automatically withdrawn unless a relevant order is placed by the Buyer no later than 30 days after the date of the Quotation.

2.2 No order of the Buyer shall be binding upon the Seller until accepted by the Seller. The Seller can refuse to accept the Buyer’s order at any time. Acceptance of an order shall take place when the Seller commences production of all or part of the Goods or Services ordered or (if earlier) whenever the order is expressly accepted or confirmed by the Seller in Writing. No binding Contract shall exist to supply the Goods and/or Services unless and until the Buyer’s order for such Goods and Services has been accepted by the Seller.

2.3 The Contract shall comprise these terms, any quotation and any additional terms agreed in Writing as applicable. The Seller shall sell, and the Buyer shall purchase, the Goods and/or Services in accordance with the Contract, and the terms of the Contract shall apply to the exclusion of any other terms and conditions of the Buyer.

2.4 No variation of these terms or any Contract shall be effective unless it is made in Writing and signed by duly authorised representatives of both parties. For the purposes of this clause, the expression “variation” includes any supplement, deletion or replacement however effected.

2.5 Any advice or recommendation given by the Seller or its employees or agents to the Buyer or its employees or agents as to the storage, application or use of the Goods or Services, which is not confirmed in Writing by the Seller, shall be followed or acted upon entirely at the Buyer’s own risk, and accordingly the Seller shall not be liable for any such advice or recommendation which is not so confirmed.

2.6 Any typographical, clerical or other error or omission in any sales literature, Quotation, price list, acceptance of offer, invoice or other document or information issue by the Seller shall be subject to correction without any liability on the part of the Seller.

3 PRICE

3.1 The price of the Goods and/or Services shall be as stated in the Contract or, where no price has been quoted, the price listed in the Seller’s published price list current at the date of acceptance of the order. Prices shall be invoiced in sterling unless agreed otherwise in the Contract.

3.2 The price shall be exclusive of any applicable value added tax (which shall be payable by the Buyer subject to receipt of a valid VAT invoice) and of all other duties, imposts and levies.

3.3 Prices exclude insurance, freight/transport charges and other costs of carriage and delivery (“delivery charges”). Where the Seller has undertaken to provide or arrange for carriage to the Delivery Address, delivery charges shall be levied in addition to the price unless otherwise expressly agreed by the Seller in the Contract.

3.4 The Buyer shall be responsible for obtaining all required export and import clearances and any other documentation necessary for the delivery of the Goods or performance of the Services, except for any matters stated in the Contract to be the responsibility of the Seller.

3.5 The Seller reserves the right, by giving notice to the Buyer at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller including; any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture, any change in the delivery dates, quantities or specifications for the Goods which is requested by the Buyer, and accepted by the Seller in its unrestricted discretion, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information, facilities, instructions or responses.

4 TERMS OF PAYMENT

4.1 Subject to clause 5.1.2, payment shall be made no later than 30 days after the date of the Seller’s invoice unless otherwise agreed.

4.2 The Seller may issue an invoice either upon each delivery of the Goods and/or Services or where multiple orders have been placed by the Buyer in a month the Seller may issue an invoice for all orders completed that month at the end of that month or within 7 Business Days of the end of that month.

4.3 Unless otherwise agreed in Writing with the Buyer, the Seller is entitled to allocate payments received to settle (in full or in part) any sums due from the Buyer, whether under the Contract or any other Contract, in any order or manner the Seller determines, and in particular shall be entitled to apply any part payment to settle outstanding interest on overdue amounts, ahead of principal.

4.4 Notwithstanding clause 4.1 or any other arrangements for provision of credit which the Seller may have agreed with the Buyer in respect of the Contract, the whole price of all Goods and/or Services bought or agreed to be bought by the Buyer shall be immediately payable without demand upon the occurrence of an Insolvency Event.

5 DEFAULT INTEREST AND LIEN

5.1 If the Buyer fails to make any payment when due (without affecting any of the Seller’s other rights) the Seller shall be entitled to exercise all or any of the following rights:

5.1.1 suspend production and/or deliveries of Goods and/or performance of Services until paid;

5.1.2 Removal of credit: terminate any credit terms which may have been offered to the Buyer and place the Buyer on payment with order;

5.1.3 deduct outstanding sums from any sums owed by the Seller to the Buyer under the Contract or otherwise;

5.1.4 require the Buyer to pay any costs of storage (or a reasonable charge for storage) of undelivered Goods and materials;

5.1.5 Default interest: be paid compensation and charge interest on the overdue amount at the statutory rate and otherwise in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 (as amended), or at the Seller’s election or where such Act is not applicable, charge interest on the overdue amount at an annual rate of 4% above the Bank of England’s published Bank Rate from time to time, which shall accrue from day to day (both before and after any judgment) from the due date until payment in full is received by the Seller and shall be compounded monthly;

5.1.6 resell any Goods not yet delivered to the Buyer;

5.1.7 retain any sums paid as deposit for the Goods and/or Services;

5.1.8 demand the return of the Goods in accordance with the provisions of clause 7.4.

5.1.9 appropriate any payment made by the Buyer to such of the Goods (or the Goods supplied under any other contract between the Buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer);

5.1.10 Lien: have a lien and power of sale over all property held by the Seller which belongs to or which has been provided by the Buyer to the Seller for all outstanding sums, costs and expenses charged under or in connection with these terms and any Contract and to retain the Buyer’s property in its possession until full payment is made. If any such sum remains unpaid (in full or in part) more than 90 days after it becomes due, the Seller is entitled to dispose of the Buyer’s property in such manner and at such price as the Seller thinks fit. The Seller will apply the proceeds of any disposal to payment of its disposal costs, outstanding fees, costs and expenses owed by the Buyer to the Seller and pay any remainder to the Buyer.

5.2 The Seller shall have an action for the price and any other sums due from the Buyer notwithstanding that property in the Goods has not passed to the Buyer.

5.3 Settlements by cheque or credit transfer shall not be deemed paid until the Seller’s account is credited with cleared funds.

5.4 The Buyer may not for any reason withhold, make deduction from, set off against or make abatement of any payment due to the Seller.

5.5 The time of payment of the price shall be of the essence of the Contract. Receipts for payment will be issued only upon request.

6 DELIVERY

6.1 Collection or dispatch: the Seller shall either deliver the Goods to the Delivery Address at any time after the Supplier notifies the Buyer that the Goods are ready; or (where the Seller has agreed that the Buyer may collect the Goods) then the Buyer shall collect the Goods from the Delivery Address (which may be the Seller’s premises as may be advised by the Seller prior to delivery) within 3 Business Days of the Seller notifying the Buyer that the Goods are ready.

6.2 Delivery of Goods is completed on the completion of the loading (in the case of collection by the Buyer) or unloading of the Goods at the Delivery Address.

6.3 Delivery Charges: if the Seller has agreed to transport the Goods to the Delivery Address, all delivery charges referred to in clause 3.3 shall be borne by the Buyer (unless otherwise agreed). The Buyer shall make all arrangements necessary to take delivery of the Goods and/or Services whenever they are tendered for delivery.

6.4 Delivery dates: dates and times for delivery or performance by the Seller are estimates only and time shall not be of the essence in respect of these. The Seller shall not be liable for any loss, damage, cost or expense caused directly or indirectly by any delays in delivery. The Buyer may not terminate the Contract by reason of any delay in delivery and/or any short delivery. The Seller may deliver early.

6.5 Failure to deliver: notwithstanding clause 6.4, if the Seller has not delivered any Goods or performed the Services within 90 Business Days after the advised estimated date for delivery of the Goods or Services, then provided the Buyer is not at fault the Buyer shall be entitled to terminate the Contract in respect of those affected Goods or Services and any Seller’s liability (however arising, as referred to in clause 10.5) shall be limited to a cancellation of the price due or a refund of sums paid by the Buyer for those Goods or Services not delivered. In no circumstances shall the Seller have any further liability to the Buyer in damages or otherwise for non-delivery or late delivery of any of the Goods or Services.

6.6 If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery instructions at the time stated for delivery then, without prejudice to any of the Seller’s other rights or remedies the Seller may:

6.6.1 store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage; or

6.6.2 sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) charge the Buyer for any shortfall below the price under the Contract.

6.7 Delivery in instalments: delivery may take place by way of instalments in such quantities as the Seller may reasonably decide. Such instalments shall be separate obligations and no breach in respect of one or more of them shall entitle the Buyer to cancel any subsequent instalment or repudiate the Contract as a whole except as provided in clause 6.5.

6.8 The Buyer shall be deemed to have accepted the Goods 5 Business Days after their delivery. After acceptance the Buyer shall not be entitled to reject the Goods which are not in accordance with the Contract.

7 RISK AND TITLE

7.1 Risk of loss or damage to the Goods shall pass to the Buyer at the time of delivery of the Goods.

7.2 Title in the Goods shall pass from the Seller to the Buyer only on receipt by the Seller in full of:

7.2.1 the price (and VAT) for those Goods under the Contract; and

7.2.2 all other sums then due from the Buyer under the Contract; and

7.2.3 all sums then due from the Buyer under any other contracts between the Buyer and the Seller.

7.3 Retention of title: until such time as the title in the Goods has passed to the Buyer under clause 7.2 the Buyer shall:

7.3.1 hold such Goods on a fiduciary basis as the Seller’s bailee, shall store and mark them in such a way that they are readily identifiable as the Seller’s property, and shall not mix them with any other goods;

7.3.2 not pledge or allow any encumbrance, lien, charge or other interest to arise or be created over the Goods; and

7.3.3 not dispose of or deal with the Goods or any documents of title relating to them or any interest in them; except that the Buyer may on its own account use and sell the Goods and pass title to its usual type of retail customers in the ordinary course of its trade, provided that the Buyer’s right to use or sell the Goods shall automatically cease upon the occurrence of an Insolvency Event.

7.4 the Seller may by terminate the Buyer’s right (if still subsisting) to use or sell the Goods on written notice and/or demand to the immediate return of all the Goods which remain in the ownership of the Seller (in accordance with clause 7.5) if:

7.4.1 payment becomes overdue;

7.4.2 the Buyer is in breach of any of its obligations under the Contract or any other contract between the Seller and the Buyer;

7.4.3 the Seller exercises any right to terminate the Contract or any other contract between the Seller and the Buyer; or

7.4.4 an Insolvency Event occurs or the Seller reasonably expects that an Insolvency Event is about to occur:

7.5 Where the Seller demands the return of Goods under clause 7.4, the Buyer irrevocably authorises the Seller to recover such Goods and any documentation relating to them and for that purpose, to enter any place. The Buyer shall take all reasonable steps to help the Seller recover them. Recovery by the Seller of, the Goods shall not of itself cancel the Buyer’s liability to pay the whole or balance of the price for the Goods or any other rights of the Seller under the Contract.

7.6 Where, in connection with the provision of Goods and/or the Services, the Buyer has left at the Seller’s premises, items of personal property belonging to the Buyer and, fails to collect such items within 60 days of being required to do so, the Seller shall be deemed to be an involuntary bailee of such items, which shall be at the sole risk of the Buyer. The Seller may dispose of such items in such manner as the Seller in its absolute discretion determines (including destroying them) and may charge to the Buyer the reasonable costs of storage and/or disposal of such items.

8 NOTIFICATION OF CLAIMS

8.1 Any claim that Goods have not been delivered or Services not commenced must be notified in Writing to the Seller within 5 Business Days of the estimated or planned date for delivery or performance.

8.2 The Buyer shall inspect the Goods and/or Services immediately on delivery and shall no later than five (5) Business Days after delivery notify the Seller in Writing of any shortage in delivery, damage or any other non-conformity with the Contract that ought reasonably to have been apparent on a reasonable inspection of the Goods or Services.

8.3 All claims not notifiable under clauses 8.1 or 8.2 must be notified to the Seller no later than 20 Business Days after the Buyer first becomes aware of the circumstances giving rise to the claim.

9 WARRANTY OF QUALITY

9.1 The Seller warrants that the Goods:

9.1.1 are on delivery reasonably free from defects in materials and workmanship. Where an extended warranty is offered for certain Services this will be noted in the Contract and the warranty contained in this clause 9.1.1 shall extend for that warranty period and for the specific Services referred to;

9.1.2 are suitable for their usual purposes and conform in all material respects to the Specification if applicable

9.1.3 comply in all material respects with any description applied to them by the Seller.

9.2 The Seller warrants to the Buyer that the Services will be performed by appropriately qualified and trained personnel, with reasonable care and diligence and that glazing services comply to ISO standard EN ISO 21987:2009.

9.3 If there is any material breach of the warranties in clauses 9.1 and/or 9.2, and the claim is notified in accordance with clause 8, the Seller will, at its option, repair or replace the relevant item of Goods (or any defective part), re-perform the relevant part of the Services, or offer a refund of all or a fair or reasonable part of the price paid for the relevant item or Service (against return of the such item at the cost of the Seller). If the Seller complies with this obligation it shall have no further liability in respect of, or arising from the relevant Goods and Services.

9.4 The Seller shall not be in breach of clauses 9.1 and/or 9.2 nor have any obligation under clause 9.3 if the claim results from:

9.4.1 fair wear and tear, damage caused by the Buyer’s or any third party’s default, negligence or misuse of the Goods, including accidental or deliberate destruction of or damage to the Goods;

9.4.2 previously used frames (Buyer’s customer’s own) which are damaged or broken during the glazing process and where the Services were carried out in accordance with the warranty in cause 9.2;

9.4.3 any failure to install, use or maintain the Goods in accordance with the Seller’s or manufacturer’s instructions; 9.4.4 any alterations or modifications or repairs to the Goods other than those carried out by the Seller, or third parties nominated or approved in Writing by the Seller;

9.4.5 any drawing, design, specification or instruction supplied or approved by the Buyer.

9.5 The Seller shall be under no liability under the warranties in clauses 9.1, 9.2 and/or under clause 9.3 (or any other warranty, condition or guarantee) while any sum is overdue from the Buyer to the Seller.

9.6 The Seller reserves the right to make any changes in the Goods or Services which are required to conform with any applicable legal requirements (whether UK or EU statutes, regulations, directives or otherwise) or which do not materially affect their quality or performance.

10 LIMITATION OF SELLER’S LIABILITY (PLEASE READ)

10.1 The Seller shall only be liable to the Buyer in respect of claims notified to the Seller in accordance with the Contract and in particular clause 8 of these terms.

10.2 Without prejudice to the other limitations on the Seller’s liability in the Contract but subject to clause 10.6 the liability of the Seller for any claims arising out of or in connection with the Contract, the Goods and/or the Services, however arising shall be limited in respect of all claims in aggregate to a sum equal to the price payable (exclusive of VAT) by the Buyer for the Goods and Services under the Contract giving rise to the claims.

10.3 Notwithstanding any other provision of the Contract ( but subject to clause 10.6) the Seller shall have no liability however arising out of or in connection with the Contract and/or the Goods and/or Services for any:

10.3.1 direct or indirect loss of or damage to: (a) profit;
(b) revenue;
(c) business;
(d) contract;
(e) opportunities;
(f) anticipated savings;
(g) data;
(h) goodwill;
(i) reputation;
(j) use;

10.3.2 indirect or consequential loss or damage; or

10.3.3 claim arising out of a claim against the Buyer by a third party.

10.4 Each of the sub-clauses in clause 10.3 and its sub-paragraphs 10.3.1(a) to 10.3.1(j) are separate terms and the introductory wording of clause 10.3 shall be applied to each of them separately. Clause 17.5 shall apply in the event the unenforceability of these sub clauses or sub paragraphs.

10.5 The term “however arising” in clause 10 covers all causes and actions giving rise to the liability of the Seller arising out of or in connection with the Contract, the Goods and/or Services including (i) whether arising by reason of any misrepresentation (whether made prior to and/or in the Contract) negligence, breach of statutory duty, other tort, repudiation, renunciation or other breach of contract, restitution or otherwise; (ii) whether arising under any indemnity; or (iii) whether caused by any total or partial failure or delay in supply of the Goods or Services or defective Goods or Services.

10.6 The exclusions and limitations of liability contained in these terms and in the Contract apply regardless of whether the loss or damage was foreseeable or the Buyer notifies the Seller of the possibility of any greater loss or damage but no such exclusion or limitation shall apply to the extent prohibited or limited by law and in particular nothing in the Contract shall affect liability: for death or personal injury caused by negligence (to the extent prohibited by the Unfair Contract Terms Act 1977), for fraudulent misrepresentation or other fraud, for any breach of any obligations implied by Section 12 of the Sale of Goods Act 1979 or Section 2 of the Supply of Goods and Services Act 1982 or to the extent prohibited by the Consumer Protection Act 1987.

10.7 All warranties, conditions, terms and liabilities express or implied, statutory or otherwise, on the part of the Seller, in respect of compliance with descriptions, the quality or the fitness for purpose of the Goods and/or the Services which are not expressly set out in the Contract are excluded except to the extent such exclusion is prohibited or limited by law.

10.8 The Buyer shall indemnify the Seller at all times against all claims, demands, costs (including legal costs on a full indemnity basis) expenses, losses and liabilities incurred by the Seller as a result of any third party claim arising out of the Contract, the Goods or the Services, which is in excess of the liability expressly accepted by the Seller under the Contract.

10.9 In view of the exclusions and limitations of the Seller’s liability in these terms, the Seller recommends that the Buyer considers taking out its own insurance in respect of those risks for which the Seller excludes or limits liability. The Buyer acknowledges that the price of the Goods and/or Services under the Contract reflects the exclusions and limitations on the Seller’s liability as set out in this clause 10, and that the Buyer had the opportunity to negotiate variations to the exclusions and limitations, upon the agreement of a higher price. Accordingly, the parties agree that such exclusions and limitations are reasonable in all the circumstances.

11 BUYER’S RESPONSIBILITIES

11.1 The Buyer is responsible for ensuring the accuracy of the terms of any order (including any Specification) submitted by the Buyer, and for giving the Seller any necessary information, facilities, instructions and responses within a sufficient time to enable the Seller to perform the Contract in accordance with its terms.

11.2 If the Buyer becomes aware that any third party has made or is likely to make any claim in respect of any Goods and/or the Services it shall immediately inform the Seller and shall provide the Seller all assistance (including permitting the Seller to have conduct of any proceedings) which the Seller may reasonably require to enforce its rights and defend such claim.

11.3 Without prejudice to any duty of the Buyer at common law, the Seller shall be entitled to require the Buyer to take such steps as the Seller may reasonably require, to mitigate or reduce any losses or claims that may arise in relation to the Contract.

12 TERMINATION

12.1 Without affecting any other rights and remedies it might have, the Seller shall be entitled to terminate the Contract and/or suspend its performance at any time without liability to the Buyer by giving written notice to the Buyer at any time if the Buyer:

12.1.1 is in breach of any provision of, or purports to cancel, the Contract;

12.1.2 has any corporate action, application, order, proceeding or appointment or other step taken or made by or in respect of it for any composition or arrangement with creditors generally, winding-up, dissolution, administration, receivership (administrative or otherwise) or bankruptcy, or if it is unable to pay its debts as they fall due, or if it ceases to trade or if a distress, execution or other legal process is levied against any of its assets or if any event analogous to any of the foregoing shall occur in any jurisdiction in which the Buyer is incorporated, resident or carries on business;

12.1.3 and in any other circumstances provided for in these terms and/or the Contract.

12.2 Any termination however caused shall not affect any right or liabilities which have accrued prior to the time of termination or the continuance in force of any provision of the Contract which expressly or by implication is intended to come into or continue in force after termination, including clauses 10 (limitations on liability) and 13 (Confidentiality).

13 CONFIDENTIALITY Neither party shall without the prior written consent of the other party (during and after termination of the Contract) use (other than in the performance of the Contract) or disclose to any other person any confidential information of the other party, except that any obligations contained in this clause shall not prevent any disclosure of confidential information which is required by law, court order or any legal or regulatory authority, which is required to comply with the rules of any relevant stock exchange, or disclosure to a party’s professional advisors, acting in their capacity as such.

14 FORCE MAJEURE The Seller shall not be liable in any way for loss, damage or expense arising directly or indirectly from any hindrance, failure or delay in performing any obligation under the Contract caused by the actions or omissions of the Buyer, its employees, agents, contractors or other third parties providing goods or services to or acquiring them from the Buyer or, by any circumstance beyond the Seller’s reasonable control, which shall include war (or other action of military forces), terrorism, riot, civil commotion, sabotage, vandalism, accident, breakdown or damage to machinery or equipment, acts of God, fire, flood, severe weather conditions, extreme traffic congestion, strike, lock-out or other industrial disputes (whether or not involving employees of the Seller) or shortage of materials at the market rates existing when the relevant Contract is made, legislative or administrative interference or national crisis (each an “Event of Force Majeure”). If an Event of Force Majeure continues for more than a period of 30 days the Seller shall be entitled at its discretion to perform, suspend performance of, and/or terminate the Contract.

15 EXPORT TERMS

15.1 Where the Goods are supplied for export from the United Kingdom, the provisions of this clause 15 shall (subject to any special terms agreed in Writing between the Buyer and the Seller) apply notwithstanding any other provision.

15.2 The Buyer shall be responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination and for the payment of any duties thereon.

16 ENTIRE AGREEMENT

16.1 These terms, together with those set out in the Contract, constitute the entire agreement and understanding of the Seller and the Buyer and supersede any previous agreement or understanding between them with respect to the arrangements contemplated by or referred to in these terms and the Contract.

16.2 The Seller and the Buyer each acknowledges and agrees that in entering into the Contract it does not rely on and shall have no remedy in respect of, any statement, representation, warranty or understanding of any person (whether party to the Contract or not) which is not expressly set out in these terms and/or the Contract. The only remedy available to the parties for breach of any statement, representation or other term that is expressly set out in the Contract shall be for breach of contract under the terms of the Contract.

17 GENERAL

17.1 No provision of a Contract shall be enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to it.

17.2 The Seller may at any time assign, transfer, charge or deal in any other manner with any of its rights hereunder, and may sub-contract any or all of its obligations under the Contract.

17.3 Any notice to be given shall be in Writing and may be served by leaving it at, or by sending it by pre-paid first class post or recorded delivery to, the intended recipient’s address. as set out in the Contract or as a party may designate by notice given in accordance with this clause. A notice is deemed to be received when left at the recipient’s address or, if sent by pre-paid first class post or recorded delivery, 48 hours from the date of posting or, if sent by fax or email, one Business Day after transmission. If deemed receipt is not within business hours of 9.00 am and 5.00 pm Monday to Friday on a day that is not a public holiday in the place of receipt), the notice is deemed to be received when business hours next commence. This clause shall not apply to the service of any proceedings or documents in any legal action.

17.4 Any failure to exercise or delay by a party in exercising a right or remedy arising in connection with the Contract shall not constitute a waiver of such right or remedy or of any other rights or remedies.

17.5 If any provision of these terms or the Contract is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these terms or the Contract and the remainder of the provision in question shall not be affected thereby. Any such invalidity or enforceability shall not affect the validity or enforceability of any other provision.

17.6 Nothing in the Contract shall constitute a partnership, joint venture, representative or agency relationship between the Seller and the Buyer or be construed or have effect as constituting any relationship of employer and employee. Neither Seller nor the Buyer shall have the authority to bind or pledge the credit of, or oblige the other in any way without obtaining the other’s prior written consent.

17.7 These terms and the Contract are governed by and shall be construed in accordance with English law and the Courts of England and Wales have non-exclusive jurisdiction.