Terms & Conditions

Interpretation

  • In these conditions: ‘Buyer’ means the person whose order for the Goods is accepted by the Seller. ‘Goods’ means the goods (including any installment of the goods or any parts for them) which the Seller is to supply in accordance with these Conditions. ‘Seller’ means Polyurethane Progress Ltd (registered in England). ‘Conditions’ means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Buyer and the Seller. ‘Contract’ means the contract for the purchase and sale of the Goods. ‘Writing’ includes the telex, cable, facsimile transmission and comparable means of communication.
  • Any reference in these Conditions to any provision of any statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
  • The headings in these Conditions are for convenience only and shall not affect their interpretation.

Basis of the Sale

  • All quotations are made and all orders are accepted by the Seller subject only to these Conditions, which shall prevail notwithstanding any other terms and conditions which the Buyer may bring to the Seller’s notice.
  • Any quotation is given on the basis that no Contract shall come into existence until the Seller accepts the Buyer’s order in accordance with the provisions of Condition 3.1. Any quotation is valid for a period of 30 days only from its date, provided that the Seller has not previously withdrawn it.
  • No variation to these Conditions shall be binding unless agreed in writing between the authorised representative of the Buyer and the Seller.
  • The Seller’s employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Seller in writing. In entering into the Contract the Buyer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed.
  • 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 which is not confirmed in writing by the Seller is 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.
  • Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.

Orders and Specifications

  • No order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until confirmed in writing by the Seller’s authorised representative.
  • The Buyer shall be responsible to the Seller for ensuring the accuracy and completeness of the terms of any order (including any applicable specification) submitted by the Buyer, and for giving the Seller any necessary information relating to the Goods within a sufficient time to enable the Seller to perform the Contract in accordance with its terms.
  • The quantity, quality and description of and any specification for the Goods shall be those set out in the Seller’s written acceptance of the Buyer’s order issued pursuant to Condition.
  • If the Goods are to be manufactured, ordered, designed, built, configured, altered, adapted, or any process is to be applied to the Goods by the Seller in accordance with a specification submitted by the Buyer, the Buyer shall hold the Seller harmless and shall indemnify the Seller against all loss, damages, costs and expenses awarded against or incurred by the Seller in connection with or paid or agreed to be paid by the Seller in settlement of any claim for infringement of any patent, copyright, design, trademark or other industrial or intellectual property rights of any other person which results from the Seller’s use of the Buyer’s specification.
  • Where Goods are produced to specific requirements, or on information provided by the Buyer, the Seller cannot be taken to have knowledge of the particular use or application of such Goods and cannot, therefore, be held liable in any way in relation to any application or use of such Goods. However, where such exclusion of liability, or any other relevant exclusion, is deemed invalid under the Unfair Contract Terms Act, or under any other statute or rule of law, then the Seller will accept liability in an amount not exceeding the Contract price.
  • Where the Buyer requires the Seller to produce Goods to a specific requirement, without indicating the actual and ultimate use of such Goods, no liability shall be attributed to the Seller in relation to the use and employment of such Goods.
  • The Seller reserves the right to make any changes in the specification of the Goods which are required to conform to any applicable statutory or EU requirements or, where the Goods are to be supplied to the Seller’s specification, which do not materially affect their quality or performance.
  • The Buyer shall ensure that any specification submitted by the Buyer does not contravene any applicable safety or other statutory or regulatory requirement.
  • No order which has been accepted by the Seller may be cancelled, varied or deferred by the Buyer except with the agreement in writing of the Seller and on terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Seller as a result of such cancellation, variation or deferment.
  • The ownership and sole right to the copyright and any other intellectual property or analogous rights in any mould design prepared by the Seller for the Buyer shall be vested solely in the Seller and the Buyer shall not contest the Seller’s exclusive ownership of any such rights.
  • Any surplus fittings, parts or materials shall remain the sole property of the Seller and shall be returned to it.

Price of the Goods

  • The price of the Goods shall be the Seller’s quoted price or, where no price has been quoted (or a quoted price is no longer valid), the price listed in the Seller’s published price list current at the date of acceptance of the order. Where the Goods are supplied for export from the United Kingdom, the Seller’s published export price list shall apply. Any waiver or reduction of any price will only be applicable if agreed by the Seller in writing.
  • 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 (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration or duties, significant increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate, accurate or complete information or instructions.
  • Except as otherwise stated under the terms of any valid quotation which has been confirmed in the Seller’s written acceptance of the Buyer’s order, or in any price list of the Seller current at the date of the Seller’s written acceptance of the Buyer’s order and unless otherwise agreed in writing between the Buyer and the Seller, all prices are given by the Seller on an ex works basis, and where the Seller agrees to deliver the Goods otherwise than at the Seller’s premises, the Buyer shall be liable to pay the Seller’s charges for transport, packaging and insurance.
  • The price is exclusive of any applicable value added tax which the Buyer shall be additionally liable to pay to the Seller.
  • The cost of pallets and returnable containers will be charged to the Buyer in addition to the price of the Goods, but the full credit will be given to the Buyer provided they are returned undamaged to the Seller before the due payment date.
  • Where the Seller undertakes the manufacture of a mould in order to manufacture the product for the Buyer the Seller will charge a part mould charge, full particulars of which will be specified on the confirmation of the order by the Seller and all mould charges quoted are a part mould charge unless shown as a full mould charge.
  • In the case of part mould charges the mould and all rights appertaining to it remain the property of the Seller and can be used by the Seller at its absolute discretion to supply other Buyers.
  • Where a full mould charge is required the Buyer must make the Seller fully aware of this requirement at the outset of negotiations and before a Contract comes into existence.
  • All prices for a part mould charge and a full mould charge are at the discretion of the Seller and there may not always be a direct comparison between them.
  • A mould which is subject to a full mould charge becomes the property of the Buyer once the Buyer has paid the price for the Goods and can be collected from the Seller at a pre-arranged time.

Terms of Payment

  • Subject to any special terms agreed in writing between the Buyer and the Seller, the Seller shall be entitled to invoice the Buyer for the price of the Goods on or at any time after delivery of the Goods, unless the Goods are to be collected by the Buyer or the Buyer wrongfully fails to take delivery of the Goods, in which event the Seller shall be entitled to invoice the Buyer for the price at any time after the Seller has notified the Buyer that the Goods are ready for collection or (as the case may be), the Seller has tendered delivery of the Goods.
  • Provided that the Buyer has produced references which in the Seller’s opinion are satisfactory, the Buyer shall pay the price of the Goods within 30 days of the date of the Seller’s invoice. In all other cases payments shall be made in advance upon submission by the Seller of a pro-forma invoice. The Seller shall be entitled to recover the price, notwithstanding that delivery may not have taken place and the property in the Goods has not passed to the Buyer. The time of payment of the price shall be of the essence of the Contract. Receipts for payment will be issued only upon request.
  • If the Buyer fails to make payment on the due date then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to:
    • cancel the contract or suspend any further deliveries to the Buyer;
    • 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);
    • charge the Buyer interest (both before and after any judgment) on the amount unpaid at the rate of 4 per cent per annum above HSBC Bank base rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest);
    • charge the Buyer with any costs incurred by the Seller in the course of collecting outstanding monies due to the Seller from the Buyer;
    • suspend any warranty for the Goods or any other goods supplied by the Seller to the Buyer, whether or not they have been paid for;
    • set off any amount owed by the Seller to the Buyer against any amount owed by the Buyer to the Seller on any account whatsoever; and
    • cancel any discount (if any) offered to the Buyer.
  • The Seller reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.
  • All payments shall be made without any deduction, withholding or set-off.
  • All payments payable to the Seller under the Contract shall become due immediately on its termination despite any other provision.

Delivery

  • Delivery of the Goods shall be made by the Buyer collecting the Goods at the Seller’s premises at any time after the Seller has notified the Buyer that the Goods are ready for collection or, if some other place for delivery is agreed by the Seller, by the Seller delivering the Goods to that place.
  • Any dates quoted for delivery of the Goods are approximate only and the Seller shall not be liable for any delay in delivery of the Goods howsoever caused.  Time for delivery shall not be of the essence.
  • Notwithstanding any rule of law which might otherwise be applicable, and notwithstanding any agreement to the contrary, it is acknowledged that the Seller can, at its discretion, supply the relevant Goods in instalments.
  • Where the Goods are to be delivered in instalments each delivery shall constitute a separate Contract and any failure by the Seller to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated.
  • If the Seller fails to deliver the Goods for any reason other than any cause beyond the Seller’s reasonable control or the Buyer’s fault and the Seller is accordingly liable to the Buyer, the Seller’s liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Goods.
  • 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 (otherwise than by reason of any cause beyond the Buyer’s reasonable control or by reason of the Sellers fault) then, without prejudice to any other right or remedy available to the Seller, risk in the Goods shall pass to the Buyer (including for loss or damage caused by the Seller’s negligence) and the Goods shall be deemed to have been delivered and the Seller may:
    • store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage and transport; or
    • sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under the Contract or charge the buyer for any shortfall below the price under the Contract.
  • If delivery involves difficult access to or at the delivery point and/or the delivery point is located at an unreasonable distance from any feasible vehicular access point, the Seller reserves the right to levy an extra delivery charge.

Risk and Title

  • Risk of damage to or loss of the Goods shall pass to the Buyer:
    • in the case of Goods to be delivered at the Seller’s premises, at the time when the Seller notifies the Buyer that the Goods are available for collection;  or
    • in the case of Goods to be delivered otherwise than at the Seller’s premises at the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, the time when the Seller has tendered delivery of the Goods.
  • Title to the Goods shall not pass to the Buyer until the Seller has received payment in full (including any interest or other sums payable) in cash or cleared funds (i) for the Goods and (ii) for any other goods or that the Seller has supplied to the Buyer in respect of which payment has become due.
  • Until title to the Goods has passed to the Buyer, the Buyer shall: a) hold the Goods on a fiduciary basis as the Seller’s bailee; b) store the Goods separately from all other goods held by the Buyer so that they remain readily identifiable as the Seller’s property; c) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods; d) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery and indemnify the Seller against all loss or damage of whatsoever nature affecting the Goods; e) notify the Seller immediately if it becomes subject to any of the events listed in Condition 7.4; f) not assign to any other person any rights arising from a sale of the Goods without the Seller’s written consent (and then only subject to a set of terms and conditions containing a Risk and Title clause which is at least as onerous as this Condition 7); and  g) give the Seller such information relating to the Goods as the Seller may require from time to time, but the Buyer may use or resell the Goods in the ordinary course of its business, provided always that nothing herein shall constitute the Buyer the agent of the Seller for the purpose of any such resale of the Goods.
  • The Buyer’s right to possession of the Goods shall terminate immediately if:
    • the Buyer has a bankruptcy order made against it or makes an arrangement or composition with its creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed over its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Buyer, or notice of intention to appoint an administrator is given by the Buyer or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for the winding-up of the Buyer or for the granting of an administration order in respect of the Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer; or
    • the Buyer suffers or allows any execution distress or diligence, whether legal or equitable, to be levied on its property or obtained against it, or fails to observe or perform any of its obligations under the Contract or any other contract between the Seller and the Buyer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or a secured lender to the Buyer takes any steps to obtain possession of the secured property or otherwise enforce its security, or the Buyer ceases or threatens to cease to trade.
  • If:
    • the Buyer is late in paying for the Goods; or
    • the Buyer is late in paying for any other goods supplied by the Seller; or if
    • before title to the Goods passes to the Buyer, the Buyer becomes subject to any of the events listed in Condition 7.4 or the Seller reasonably believes that any such event is about to happen and notifies the Buyer accordingly, then provided that the Goods have not been resold or irrevocably incorporated into another product and without limiting any other right or remedy the Seller may have, the Seller may at any time require the Buyer to deliver up the Goods and, if the Buyer fails to do so promptly, the Seller may enter any premises of the Buyer or of any third party where the Goods are stored or kept in order to recover them. The Buyer shall not keep the Goods at any premises other than such premises as shall be specified in writing by the Buyer to the Seller prior to the dispatch of Goods to the Buyer, or at any premises at which the Buyer does not have the right to grant access to the Seller.
  • The Seller shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from the Seller.
  • The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Seller, but if the Buyer does so all moneys owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.

Moulds

  • Part Mould Charges: Where a part mould charge is issued by the Seller, all tooling associated with producing the desired parts remains the property of the Seller unless an agreement is reached with the Buyer over the transfer of full ownership of the mould. The Seller will maintain and store the Buyer’s tooling at no cost for a period of five years of inactivity. After five years of inactivity, the mould(s) will be discarded unless the Buyer initiates financial arrangements with the Seller to protect and store the mould beyond the five-year period of inactivity. The Seller submits that all tooling will only be used to manufacture parts for the Buyer, or associates authorised by the Buyer, during that period.
  • Full Mould Charges: Where a full mould charge is issued by the Seller, all tooling associated with producing the desired parts remains the full property of the Buyer. If the mould is to be held on the Seller’s property, the Buyer may request to inspect or remove the mould at any point during normal business hours. The Seller will maintain and store the Buyer’s tooling at no cost for a period of five years of inactivity. After five years of inactivity, the mould(s) will be discarded unless the Buyer initiates financial arrangements with the Seller to protect and store the mould beyond the five year period of inactivity. The Seller submits that all tooling will only be used to manufacture parts for the Buyer, or associates authorized by the Buyer, during that period.
  • Part Design Iterations: The Seller will modify tooling to support design changes at a quoted rate. The Seller reserves the right to determine the suitability of the mould modification against the manufacture of a new mould.

Warranties and Liability

  • Subject to the Conditions set out below the Seller warrants that the Goods will correspond with their specification at the time of delivery and will be free from defects in material and workmanship.
  • The above warranty is given by the Seller subject to the following conditions:
    • the Seller shall be under no liability in respect of any defect in the Goods arising from any drawing, design or specification supplied by the Buyer;
    • the Seller shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Seller’s instructions (whether oral or in writing), or any misuse or alteration or repair of the Goods without the Seller’s approval);
    • the Seller shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total price for the Goods has not been paid by the due date for payment;
    • the above warranty does not extend to parts, materials or equipment not manufactured by the Seller, in respect of which the Buyer shall only be entitled to the benefit of any warranty or guarantee as is given by the manufacturer to the Seller.
  • Where the Goods are sold under a consumer transaction (as Defined by the Consumer Transactions (Restrictions on Statements) Order 1976) the statutory rights of the Buyer are not affected by these Conditions.
  • Any claim by the Buyer which is based on any defects in the quality or condition of the Goods or their failure to correspond with specification shall (whether or not delivery is refused by the Buyer) be notified to the Seller within 3 days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time for discovery of the defect or failure.
  • If the Buyer does not notify the Seller in accordance with the requirements of Condition 8.4, the Buyer shall not be entitled to reject the Goods and the Seller shall have no liability for such defect or failure, and the Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with Contract.
  • Where any valid claim in respect of any Goods which is based on any defect in the quality or condition of the Goods or their failure to meet specification is notified to the Seller in accordance with these Conditions, the Seller shall be entitled to repair, make good or replace the Goods (or the part in question) free of charge or, at the Seller’s sole discretion, refund to the Buyer the price of the Goods (or a proportionate part of the price).
  • The following provisions in Conditions 8.7-8.10 set out the entire financial liability of the Seller (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of:
    • any breach of these Conditions;
    • any use made or resale by the Buyer of any of the Goods, or of any product incorporating any of the Goods; and
    • any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.
  • All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
  • Nothing in these Conditions excludes or limits the liability of the Seller:
    • for death or personal injury caused by the Seller’s negligence; or
    • under section 2(3), Consumer Protection Act 1987; or
    • for any matter which it would be illegal for the Seller to exclude or attempt to exclude its liability; or
    • for fraud or fraudulent misrepresentation.
  • Subject to Condition 8.9:
    • the Seller’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the Contract price; and
    • the Seller shall not be liable to the Buyer for loss of profit, loss of business, or depletion of goodwill in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.
  • The Buyer shall hold the Seller harmless and keep the Seller fully and promptly indemnified against all direct, indirect or consequential liabilities (all three of which terms include, without limitation, loss of profit, loss of business, depletion of goodwill and like loss), loss, damages, injury, costs and expenses (including legal and other professional fees and expenses) awarded against or incurred or paid by the Seller as a result of or in connection with any claim made by or against the Seller in respect of any liability, loss, damage, injury, cost or expense whatsoever, howsoever and to whomsoever occurring, to the extent that such liability, loss, damage, injury, cost or expense arises directly or indirectly from the Buyer’s fraud, negligence, failure to perform or delay in the performance of any of its obligations under the Contract, subject to the Seller confirming such costs, charges and losses to the Buyer in writing.
  • Where the Seller requires the Contract or any part of it to be carried out by an assignee, subcontractor or any other party so nominated, the Buyer will cooperate fully in the performance of the Contract. The Contract cannot be assigned by the Buyer without the Seller’s prior consent in writing and where such consent is given the Buyer will nonetheless remain fully liable on the Contract.
  • The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing or any failure to perform, any of the Seller’s obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Seller’s reasonable control.  Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the Seller’s reasonable control:
    • Act of God, explosion, flood, tempest, fire or accident;
    • war or threat of war, sabotage, insurrection, civil disturbance or requisition;
    • acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
    • import or export regulations or embargoes;
    • strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Seller or of a third party);
    • difficulties in obtaining raw materials, labour, fuel, parts or machinery; 8.13.7 power failure or breakdown in machinery.

Product Hazard Advice and Product Recall

  • The Buyer must advise the Seller as a matter of urgency in relation to the suitability of the Goods for the purpose they were intended or any matters concerning their safe use or incorporation in other finished products. Where necessary, the Buyer must ensure that any interested authority or organisation is similarly advised. To assist in tracing products subject to any subsequent enquiry, the Buyer is required to keep necessary records of transactions and to make such information available to the Seller where requested. Where the Buyer has a complaint about any Goods that are at that time in his possession, he must notify the Seller’s duly authorised personnel without delay and produce the Goods for inspection and only after such inspection will the Seller consider recompense or replacement. In all circumstances the Buyer must cooperate fully in the handling and investigation of such complaints. Where requested samples are produced for Buyer approval, written acceptance or rejection must be notified by the Buyer within 7 days.
  • In the event of it being necessary to recall Goods supplied by the Seller due to some product defect it shall be the Buyer’s duty to fully cooperate in the recall of such products instigated by any appropriate party, whether required by law or not. The Buyer will also undertake to defray the cost of any such recall or to recompense the Seller for any expense where requested.  He will take prompt action and accede to a reasonable request from an interested party to secure the withdrawal of the Goods, or of any goods incorporating the Goods, from supply or use.

Termination

  • The Seller may terminate the Contract forthwith by written notice to the Buyer if:
    • the Buyer commits a continuing or material breach of the provisions of the Contract and if the breach is capable of remedy, fails to remedy it within 14 days of receiving written notice of the breach; or
    • the Buyer becomes subject to any of the events listed in Condition 7.4.
  • The right to terminate the Contract given by this Condition 10 shall not prejudice any other right or remedy of the Seller against the Buyer in respect of the breach concerned, or any other breach.
  • Upon termination of the Contract all obligations of the Seller thereunder shall cease.

General

  • Where the Seller enters any detail of a Contract, concerning living individuals, on a computer database the Buyer hereby gives his consent thereto and consents to the further use or disclosure of such details.
  • Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving notice.
  • No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.
  • If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.
  • No forbearance or indulgence granted by the Seller to the Buyer shall in any way limit the rights of the Seller under these Conditions.
  • Neither the Seller nor the Buyer intends that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
  • The Contract constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings between the parties.
  • These Conditions shall be subject to and construed under English Law and the parties hereby submit to the exclusive jurisdiction of the English courts for that purpose.