C J S SAFETY SYSTEMS LIMITED

TERMS OF HIRE

AGREED TERMS

 

  1. Interpretation
    • The following definitions and rules of interpretation apply in these Conditions.

Business Day: a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business and any other days that CJS is closed for business.

CJS: C J S Safety Systems Limited incorporated and registered in England and Wales with company number 04935594 whose registered office is at Units 1 – 4 King Edward Road, Nuneaton, England, CV11 4BQ.

Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 14.3

Contract: the contract between CJS and the Customer for the hire of the Equipment in accordance with these Conditions and the Quotation.

Customer: the person or firm who hires the Equipment from CJS, as specified in the Quotation.

Delivery: the transfer of physical possession of the Equipment to the Customer at the Site, including, where specified in the Quotation or otherwise agreed between the parties in writing, the installation of the Equipment at the Site, and “Deliver” shall be interpreted accordingly.

Delivery Date: the date and time agreed between the parties in writing for CJS to Deliver the Equipment.

Effective Date: has the meaning set out in clause 2.2.

Equipment: the items of equipment listed in the Quotation, all substitutions, replacements or renewals of such equipment and all related accessories, manuals and instructions provided for it.

Insolvency Event: in respect of either party:

  1. other than for the purposes of a bona fide reconstruction or amalgamation, such party passing a resolution for its winding up, or a court of competent jurisdiction making an order for it to be wound up or dissolved, or that party being otherwise dissolved; or
  2. the appointment of an administrator of, or the making of an administration order in relation to, either party, or the appointment of a receiver or administrative receiver of, or an encumbrancer taking possession of or selling, the whole or any part of the entity’s undertaking, assets, rights or revenue; or
  3. that party entering into an arrangement, compromise or composition in satisfaction of its debts with its creditors or any class of them, or taking steps to obtain a moratorium, or making an application to a court of competent jurisdiction for protection from its creditors; or
  4. that party being unable to pay its debts, or being capable of being deemed unable to pay its debts, within the meaning of section 123 of the Insolvency Act 1986; or
  5. that party entering into any arrangement, compromise or composition in satisfaction of its debts with its creditors.

            Order: the Customer’s order to hire the Equipment.

Quotation: the document that sets out the key commercial terms under which CJS hires the Equipment to the Customer.

Rental Commencement Date: the date that the Customer takes Delivery of the Equipment, as specified in the Quotation.

Rental Payments: the payments made by or on behalf of the Customer for the hire of the Equipment, as specified in the Quotation.

Rental Period: the period of hire of the Equipment, commencing on the Rental Commencement Date and continuing until the Equipment is collected.

Site: the premises at which the Customer requires CJS to Deliver the Equipment, as set out in the Quotation. Total Loss: the Equipment is, in CJS’s reasonable opinion or the opinion of its insurer(s), damaged beyond repair, lost, stolen, seized or confiscated.

            VAT: value added tax chargeable in the UK.

1.2       Clause headings shall not affect the interpretation of these Conditions. References to clauses are to the clauses of these Conditions.

1.3       A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors and permitted assigns.

1.4       A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.5       The Quotation forms part of the Contract and shall have effect as if set out in full in the body of these Conditions and any reference to the Contract includes the Quotation.

1.6       Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

1.7       Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

1.8       A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time and shall include all subordinate legislation made from time to time under that statute or statutory provision.

1.9       A reference to writing or written includes e-mail.

1.10     Any obligation on a party not to do something includes an obligation not to allow that thing to be done.

1.11      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.

 

  1. Basis of Contract & Equipment hire

2.1       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 trade, custom, practice or course of dealing.

2.1.1    From time to time, the Customer may place an Order to hire the Equipment in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order are complete and accurate. The Customer shall provide CJS with as much information as CJS reasonably requests in order for CJS to prepare a Quotation for the Equipment, including but not limited to:

  1. a) the approximate Rental Period;
  2. b) the structural opening sizes for the Equipment: and
  3. c) whether the Equipment is needed to be distributed over more than three levels from the drop off point.

2.2       Subject to clause 2.1.1, CJS may submit a Quotation to the Customer in respect of the requested Equipment.

2.3       The Quotation shall only be deemed to be accepted when the Customer submits a purchase order to CJS in respect of such Quotation and CJS issues an acknowledgement of such a purchase order, at which point the Contract shall come into existence (the “Effective Date”).

2.4       Any samples, drawings, descriptive matter or advertising produced by CJS and any descriptions or illustrations contained in CJS’s catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Equipment referred to in them. They shall not form part of the Contract nor have any contractual force.

2.5       CJS shall hire the Equipment to the Customer for use at the Site subject to these Conditions and the Quotation.

2.6       CJS shall not, other than in the exercise of its rights under the Contract or applicable law, interfere with the Customer’s quiet possession of the Equipment.

 

  1. Rental Payments

3.1       The Customer shall pay the Rental Payments to CJS in accordance with the Quotation, or, if no payment terms are specified, within 30 days of the date of the invoice. The Customer shall pay the Rental Payments in pounds sterling by BACS, cheque or pro-forma Invoice, as agreed between the parties in writing.

3.2       The Rental Payments are exclusive of VAT and any other applicable taxes and duties or similar charges which shall be payable by the Customer at the rate and in the manner from time to time prescribed by law.

3.3       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).

3.4       If the Customer fails to make a payment due to CJS under the Contract by the due date, then, without limiting CJS’s remedies under clause 9, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment.

3.5       Interest under this clause will accrue each day at 4% a year above Barclays Bank plc’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

3.6       If the Customer fails to make a payment due to CJS under the Contract by the relevant due date, then, without limiting CJS’s remedies under clause 9, the Customer shall lose the benefit of any preferential rate that CJS may have granted to it.

3.7       CJS reserves the right to:

3.7.1    adjust the Rental Payments at any time to reflect any change in cost to CJS, to the extent that this is due to:

  1. a) any factor beyond the control of CJS (including but not limited to a change in applicable laws and/or reasonable increases in taxes duties, labour or raw materials);
  2. b) any inaccuracy and/or change in the information provided by the Customer;
  3. c) a change of the Rental Period;

3.7.2    recover from the Customer its reasonable costs in relation to the following, and the Customer shall pay the same to CJS in accordance with clause 3:

  1. a) time incurred in excess of one hour whilst carrying out Site inductions;
  2. b) undertaking additional transports in order to Deliver or collect the Equipment which were not accounted for in the Quotation;
  3. c) the Customer failing to comply with clause 6.1.1 or 0; and/or
  4. d) having to distribute the Equipment over more than three levels from the drop off point without mechanical means.

 

  1. Delivery and installation

4.1       Delivery of the Equipment shall be made by CJS. CJS shall use all reasonable endeavours to effect Delivery by the Delivery Date.

4.2       The Customer shall procure that a duly authorised representative shall be present at the Delivery of the Equipment. Acceptance of Delivery by such representative shall constitute conclusive evidence that the Customer has examined the Equipment and has found it to be in good condition, complete, (where applicable) installed correctly, and fit in every way for the purpose for which it is intended. If required by CJS, the duly authorised representative shall sign a receipt confirming such acceptance.

4.3       To facilitate Delivery, the Customer shall at its sole expense provide all requisite facilities, access and suitable working conditions to enable Delivery to be carried out safely and expeditiously including but not limited to putting in place and making available for use a hoist, crane or vertical lift. Unless detailed and agreed otherwise in the applicable quotation. Where a hoist, crane or vertical lift is not provided by the Customer, CJS will charge a labour charge per piece of Equipment, per floor in order to Deliver the Equipment,

4.4       Where CJS is installing the Equipment, such installation shall only be carried out by CJS trained and certified personnel and the Customer shall not (and shall procure that its personnel and any of its contractors or suppliers shall not) install or attempt to install the Equipment.

4.5       CJS shall provide training to up to four representatives of the Customer at the Site in respect of the Equipment where this is specified in the Quotation or otherwise agreed between the parties in writing.

 

  1. Title, risk and insurance

5.1       The Equipment shall at all times remain the property of CJS, and the Customer shall have no right, title or interest in or to the Equipment (save the right to possession and use of the Equipment subject to the terms and conditions of the Contract).

5.2       The risk of loss, theft, damage or destruction of the Equipment shall pass to the Customer on Delivery. The Equipment shall remain at the sole risk of the Customer during the Rental Period and any further term during which the Equipment is in the possession, custody or control of the Customer (“Risk Period”) until such time as the Equipment is collected by CJS unless otherwise agreed between the parties in writing.

5.3       The Customer shall give immediate written notice to CJS in the event of any loss, accident or damage to the Equipment arising out of or in connection with the Customer’s possession or use of the Equipment.

 

 

 

 

  1. Customer’s responsibilities

6.1       The Customer shall during the term of the Contract:

6.1.1    provide CJS with a minimum of one Business day’s written notice, for any delay, postponement or cancellation to the Delivery Date once it has been agreed;

6.1.2    allow CJS to take photographs of the Equipment on Site;

6.1.3    ensure that the Equipment is kept and operated in a suitable environment, used only for the purposes for which it is designed, and operated in a proper manner by trained competent staff in accordance with any operating instructions provided by CJS;

6.1.4    take such steps (including compliance with all safety and usage instructions provided by CJS) as may be necessary to ensure, so far as is reasonably practicable, that the Equipment is at all times safe and without risk to health when it is being set, used, cleaned or maintained by a person at work;

6.1.5    make no alteration to the Equipment and shall not remove any existing component(s) from the Equipment;

6.1.6    keep CJS fully informed of all material matters relating to the Equipment;

6.1.7    keep the Equipment at all times at the Site and shall not move or attempt to move any part of the Equipment to any other location without CJS’s prior written consent;

6.1.8    permit CJS or its duly authorised representative to inspect the Equipment at all reasonable times and for such purpose to enter upon the Site or any premises at which the Equipment may be located, and shall grant reasonable access and facilities for such inspection;

6.1.19  maintain operating and maintenance records of the Equipment and make copies of such records readily available to CJS, together with such additional information as CJS may reasonably require;

6.1.10  not use the Equipment for any unlawful purpose and not, without the prior written consent of CJS, part with control of (including for the purposes of repair or maintenance), sell or offer for sale, underlet or lend the Equipment or allow the creation of any mortgage, charge, lien or other security interest in respect of it;

6.1.11   not without the prior written consent of CJS, attach the Equipment to any land or building so as to cause the Equipment to become a permanent or immovable fixture on such land or building. If the Equipment does become affixed to any land or building then the Equipment must be capable of being removed without material injury to such land or building and the Customer shall repair and make good any damage caused by the affixation or removal of the Equipment from any land or building and indemnify CJS against all losses, costs or expenses incurred as a result of such affixation or removal;

6.1.12  not do or permit to be done any act or thing which will or may jeopardise the right, title and/or interest of CJS in the Equipment and, where the Equipment has become affixed to any land or building, the Customer must take all necessary steps to ensure that CJS may enter such land or building and recover the Equipment both during the term of the Contract and for a reasonable period thereafter, including by procuring from any person having an interest in such land or building, a waiver in writing and in favour of CJS of any rights such person may have or acquire in the Equipment and a right for CJS to enter onto such land or building to remove the Equipment;

6.1.13  not suffer or permit the Equipment to be confiscated, seized or taken out of its possession or control under any distress, execution or other legal process, but if the Equipment is so confiscated, seized or taken, the Customer shall notify CJS and the Customer shall at its sole expense use its best endeavours to procure an immediate release of the Equipment and shall indemnify CJS on demand against all losses, costs, charges, damages and expenses incurred as a result of such confiscation;

6.1.14  ensure that at all times the Equipment remains identifiable as being CJS’s property and wherever possible shall ensure that a visible sign to that effect is attached to the Equipment;

6.1.15  not remove any signs or marks from the Equipment, including but not limited to any marks that identify the Equipment as CJS’s and/or pertaining to health and safety in respect of the Equipment; and

6.1.16  deliver up the Equipment at the end of the Rental Period or on earlier termination of the Contract at such address as CJS requires, or allow CJS or its representatives access to the Site or any premises where the Equipment is located for the purpose of removing the Equipment.

6.2       The Customer acknowledges that CJS shall not be responsible for any loss of or damage to the Equipment arising out of or in connection with any negligence, misuse, mishandling of the Equipment or otherwise caused by the Customer or its officers, employees, agents and contractors, and the Customer undertakes to indemnify CJS on demand against the same, and against all losses, liabilities, claims, damages, costs or expenses of whatever nature otherwise arising out of or in connection with any failure by the Customer to comply with the terms of this Contract.

  1. Repairs

7.1       CJS warrants that the Equipment shall be of satisfactory quality and fit for any purpose held out by CJS. CJS shall use all reasonable endeavours to remedy, free of charge, any material defect in the Equipment which manifests itself after Delivery, provided that:

7.1.1    the Customer notifies CJS of any defect in writing within 24 hours of the defect occurring or of becoming aware of the defect;

7.1.2    CJS is permitted to make a full examination of the alleged defect;

7.1.3    the defect did not materialise as a result of misuse, neglect, alteration, mishandling or unauthorised manipulation by any person other than CJS’s authorised personnel;

7.1.4    the defect did not arise out of any information, design or any other assistance supplied or furnished by the Customer or on its behalf; and

7.1.5    the defect is directly attributable to defective material, workmanship or design; and

7.1.6    CJS shall be entitled to charge the Customer its costs for repairing such material defect in the Equipment, to the extent that this has been caused (directly or indirectly) by the Equipment being moved off the Site by any party other than CJS.

7.2       Insofar as the Equipment comprises or contains equipment or components which were not manufactured or produced by CJS, the Customer shall be entitled only to such warranty or other benefit as CJS has received from the manufacturer.

7.3       If CJS fails to remedy any material defect in the Equipment in accordance with clause

7.1,      CJS shall replace the Equipment.

  1. Liability

8.1       The restrictions on liability in this clause 8 apply to every liability arising under or in connection with the Contract including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

8.2       Subject to clause 8.3, CJS’s total annual aggregate liability to the Customer (including any liability for the acts or omissions of its employees, agents and subcontractors) shall not exceed the Rental Payments paid and/or payable under the Contract.

8.3       Nothing in the Contract limits any liability which cannot legally be limited including but not limited to liability for:

8.3.1    death or personal injury caused by negligence;

8.3.2    fraud or fraudulent misrepresentation; and

8.3.3    breach of the terms implied by section 8 of the Supply of Goods (Implied Terms) Act 1973.

8.4       The Contract sets forth the full extent of CJS’s obligations and liabilities in respect of the Equipment and its hiring to the Customer. In particular, there are no conditions, warranties or other terms, express or implied, including as to quality, fitness for a particular purpose or any other kind whatsoever, that are binding on CJS except as specifically stated in the Contract. Any condition, warranty or other term concerning the Equipment which might otherwise be implied into or incorporated within the Contract, whether by statute, common law or otherwise, is expressly excluded.

8.5       Subject to clause 8.3, neither party shall be liable under the Contract for any:

8.5.1    loss of profit;

8.5.2    loss of revenue;

8.5.3    loss of business; or

8.5.4    indirect or consequential loss or damage,

in each case, however caused, even if foreseeable.

 

  1. Termination

9.1       Without affecting any other right or remedy available to it, CJS 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 and remains in default not less than fourteen (14) days after being notified in writing to make such payment;

9.2       Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

9.2.1    the other party commits a material breach of any other term of the Contract which is irremediable or (if such breach is remediable) fails to remedy that breach within a period of fourteen (14) days after being notified in writing to do so;

9.2.2    the other party repeatedly breaches any of the terms of the Contract in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Contract; or

9.2.3    the other party suffers an Insolvency Event.

9.3       The Contract shall automatically terminate if a Total Loss occurs in relation to the Equipment.

  1. Consequences of termination

10.1     Upon termination of the Contract, however caused, or upon expiry of the Contract:

10.1.1  CJS’s consent to the Customer’s possession of the Equipment shall terminate and CJS may, by its authorised representatives, without notice and at the Customer’s expense, retake possession of the Equipment and for this purpose may enter the Site or any premises at which the Equipment is located;

10.1.2  The Customer shall ensure that the Equipment is dismantled and ready for collection by CJS from the ground floor of the Site and in order to enable collection to be carried out safely and expeditiously the Customer shall provide all requisite facilities, access and suitable working conditions including but not limited to putting in place and making available for use a hoist, crane or vertical lift.  Unless detailed and agreed otherwise in the applicable Quotation, where a hoist, crane of vertical lift is not provided by the Customer, CJS will charge a labour rate per piece of equipment, per floor in order to collect the Equipment (provided always that such labour rate will not apply in the event that the Contract is terminated by the Customer pursuant to clause 9.2);

10.1.3  CJS shall have up to ten (10) Business Day’s to collect the Equipment from the Site; and

10.1.4  without prejudice to any other rights or remedies of the Customer, the Customer shall pay to CJS on demand:

  1. a) all Rental Payments and other sums due but unpaid at the date of such demand together with any interest accrued pursuant to clause 3.4;
  2. b) any costs and expenses incurred by CJS in recovering the Equipment and/or in collecting any sums due under the Contract (including any storage, insurance, repair, transport, legal and remarketing costs); and
  3. c) where the Contract is terminated under clause 9.3 or by CJS under clause 9.2.1 or 9.2.2 due to loss of and/or damage to the Equipment, a sum equal to the full replacement value of the Equipment.

10.2     Upon termination of the Contract by CJS pursuant to clauses 9.1 or 9.2, any other repudiation of the Contract by the Customer which is accepted by CJS or pursuant to clause 9.3, without prejudice to any other rights or remedies of CJS, the Customer shall pay to CJS on demand a sum equal to the whole of the Rental Payments (less a discount for accelerated payment of 25%) that would (but for the termination) have been payable if the Contract had continued from the date of such demand to the end of the Rental Period.

10.3     The sum payable pursuant to clause 10.2 shall be agreed compensation for CJS’s loss and  shall be payable in addition to the sums payable pursuant to clause 10.1.2

10.4     Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.

 

  1. 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 events, circumstances or causes beyond its reasonable control. In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed. If the period of delay or non-performance continues for four (4) weeks, the party not affected may terminate the Contract by giving one (1) week’s written notice to the affected party.

 

  1. Confidential information

12.1     Each party undertakes that it shall not at any time during the Contract, and for a period of five (5) years after termination of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 12.2.

12.2     Each party may disclose the other party’s confidential information:

12.2.1  to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the party’s 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 clause 12; and

12.2.2  as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

12.3     No party shall use any other party’s confidential information for any purpose other than to perform its obligations under the Contract.

 

  1. Publicity

13.1     Notwithstanding the provisions of clause 12, neither party shall make, or permit any person to make, any public announcement, communication or circular (“announcement”) concerning the existence, subject matter or terms of this Contract, the wider transactions contemplated by it, or the relationship between the parties, without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed). The parties shall consult together on the timing, contents and manner of release of any announcement.

13.2     Where an announcement is required by law or any governmental or regulatory authority (including, without limitation, any relevant securities exchange), or by any court or other authority of competent jurisdiction, the party required to make the announcement shall promptly notify the other party. The party concerned shall make all reasonable attempts to agree the contents of the announcement before making it.

 

  1. General Terms

14.1     Assignment and other dealings: The Contract is personal to the parties and neither party shall assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of the other party (not to be unreasonably withheld or delayed).

14.2     Entire agreement: 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. Each party acknowledges that in entering into the Contract it does not rely on 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.

14.3     Variation: No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

14.4     No partnership or agency: Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party. Each party confirms it is acting on its own behalf and not for the benefit of any other person.

14.5     Further assurance: Each party shall, and shall use all reasonable endeavours to procure that any necessary third party shall, promptly execute and deliver such documents and perform such acts as may reasonably be required for the purpose of giving full effect to the Contract.

14.6     Counterparts: The Contract may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.

14.7     Third party rights: 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. The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.

14.8     Notices:

14.8.1  Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be:

  1. a) 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); or
  2. b) sent by email to, in respect of CJS, info@safegate.co.uk and, in respect of the customer, the address specified at the time CJS issues the Quotation or otherwise agreed in writing.

14.8.2 Any notice or communication shall be deemed to have been received:

  1. a) if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;
  2. b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service; and
  3. c) if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 14.8.2(c), business hours means 9.00am to 4.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.

14.8.3  This clause 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.

14.9     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.

14.10   Rights and remedies: Except as expressly provided in the Contract, the rights and remedies provided under the Contract are in addition to, and not exclusive of, any rights or remedies provided by law.

14.11    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 the Contract. If any provision or part-provision of the Contract is deemed deleted under clause 14.11 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.

14.12   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.

14.13   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 the Contract or its subject matter or formation.

 

For the avoidance of doubt, 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.