Terms & Conditions


Scent Global Limited – Terms and Conditions of Online Sale

1.                   Interpretation

1.1                The definitions and rules of interpretation in this condition apply in these conditions.

Account:  the credit account (if any) provided to the Buyer by the Company.

Buyer: the person, firm or company who purchases or orders Goods from the Company.

Company: Scent Global Limited (Company Registration Number: 06911054. Company Registered Office: 6th Floor, Cardinal house, 20 St Mary’s Parsonage, Manchester, M3 2LG) Trading address:  6 Dallas Court, Salford, Manchester M50 2GF.

Contract: the contract between the Company and the Buyer for the sale and purchase of the Goods, in accordance with and subject to these conditions.

Delivery Point: the place where delivery of the Goods is to take place under condition 4.1.

Goods:  any goods agreed in the Contract to be supplied to the Buyer by the Company (including any part or parts of them).

1.2                A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.

1.3                Words in the singular include the plural and in the plural include the singular. A reference to one gender includes a reference to the other gender. Condition headings do not affect the interpretation of these conditions.

2.                   Application of terms

2.1                Subject to any variation under condition 2.2 the Contract shall be on these conditions to the exclusion of all other terms and conditions (whether implied by trade, custom or course of dealing).

2.2                This Contract is the entire agreement between the Buyer and the Company in relation to its subject matter. Any variation to the Contract and any representations about the Goods shall have no effect unless expressly agreed in writing by the Company. The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company which is not set out in the Contract. Nothing in this condition shall exclude or limit the Company's liability for fraud or fraudulent misrepresentation.

2.3                The Contract is made only in the English language.

2.4                Each order for Goods by the Buyer shall be deemed to be an offer by the Buyer to buy Goods subject to these conditions.

2.5                The Company’s order process allows the Buyer to check and amend any errors in its order before submitting its order to the Company. The Buyer shall ensure that the terms of its order are complete and accurate before submitting such order.

2.6                No order placed by the Buyer shall be deemed to be accepted by the Company (and no Contract shall be formed) until written acknowledgement (which shall include email) of such order is provided by the Company or (if earlier) the Company delivers the Goods to the Buyer. The Buyer may receive an acknowledgement following placing of its order but this shall not constitute acceptance by the Company of such order. The Buyer hereby warrants that it is entering this Contract in the course of its business, trade or profession and shall indemnify the Company for any loss, liability or damage the Company may suffer resulting (whether directly or indirectly) from the Buyer’s breach of the warranty in this clause 2.6.

3.                   Description

3.1                The quantity and description of the Goods shall be as confirmed by the Company (in the order process and in the Company’s acknowledgement of order).

3.2                All samples, drawings, descriptive matter, specifications and advertising issued by the Company and any descriptions or illustrations and images contained in the Company's catalogues or brochures and/or shown on the site are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract and this is not a sale by sample.

3.3                The packaging of the Goods may vary from that shown on images on our site and/or any other promotional materials.

4.                   Delivery

4.1                Unless otherwise agreed in writing by the Company, delivery of the Goods shall be completed (subject to clause 4.5) once the Goods have been unloaded at the delivery address set out in the Contract. In the event that the Buyer wishes to collect the Goods from the Company's place of business the Buyer shall contact the Company in writing to arrange this and (subject to the Company’s prior written agreement) the Buyer shall arrange a carrier (at the Buyer’s cost) to collect the Goods from such agreed address. In the event that the Buyer collects the Goods, delivery shall (subject to clause 4.5) be completed on collection by the Buyer’s arranged carrier. The Goods shall be at the Buyer’s risk following delivery.

4.2                In the event that the Buyer elects to collect the Goods in accordance with clause 4.1, the Buyer shall take delivery of the Goods within 5 working days of the Company giving it notice that the Goods are ready for delivery. The Company will usually give the Buyer an indication of when the Company expects delivery to be made in its order acknowledgement and/or order confirmation.

4.3                Any dates specified by the Company for delivery of the Goods are intended to be an estimate and time for delivery shall not be, nor shall it be made by notice, of the essence. If no dates are so specified, delivery shall be within a reasonable time.

4.4                Subject to the other provisions of these conditions the Company shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by the Company's negligence), nor shall any delay entitle the Buyer to terminate or rescind the Contract unless such delay exceeds 90 days.

4.5                If for any reason the Buyer fails to accept delivery of any of the Goods when they are ready for delivery (or within thirty days of such date), or the Company is unable to deliver the Goods on time because the Buyer has not provided appropriate instructions, documents, licences or authorisations and, following written request by the Company, the Buyer has not remedied such failure within five business days:

(a)            risk in the Goods shall pass to the Buyer (including for loss or damage caused by the Company's negligence);

(b)           the Goods shall be deemed to have been delivered; and

(c)            the Company may store the Goods until actual delivery and the Buyer shall be liable for all related costs and expenses (including, without limitation, storage and insurance). The Company reserves the right to issue a notice of intended termination of contract and pursue its costs, loss of overheads and profit where Goods ready for delivery are not collected or delivery arranged by the Buyer within 30 days of the date of the notice provided to the Buyer in accordance with condition 4.2 that the Goods are available for delivery. Where the Buyer fails to collect the Goods or arrange for actual delivery of the Goods within 30 days and payment in advance has been made in whole or in part, the Company reserves the right to sell the Goods at the best price readily obtainable and deduct costs, loss of overheads and profit prior to accounting to the Buyer for any balance from such sale (if any).

4.6                The Buyer shall provide at its expense adequate and appropriate equipment and manual labour for loading and/or unloading the Goods for delivery. The Buyer must inspect and check the Goods on actual delivery to ensure that they conform to the order and the Buyer’s requirements. At the time of actual delivery an authorised representative of the Buyer must sign a delivery note (or the equivalent documentation of a carrier) to confirm that the Goods are as ordered and undamaged.

4.7                If the Company delivers to the Buyer a quantity of Goods of up to 10% more or less than the order quantity accepted by the Company, the Buyer shall not be entitled to object to or reject the Goods or be entitled to require or accept a credit note or any of them by reason of the surplus or shortfall and shall pay for such Goods at the pro rata Contract rate.

4.8                The Company may deliver the Goods by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions of the Contract.

4.9                Each instalment shall be a separate Contract and no cancellation or termination of any one Contract relating to an instalment shall entitle the Buyer to repudiate or cancel any other Contract or instalment.

4.10             The Company is able to deliver the Goods to the countries listed at  (International Delivery Destinations). There are restrictions on some Goods for certain International Delivery Destinations. If Buyer’s order is to be sent to an International Delivery Destination, such order may be subject to additional import duties and taxes which are generally applied when the delivery reaches such destination. The Company has no control over such charges and cannot predict their amount. Buyer shall be responsible for payment of such charges and should contact its local customs office for information in respect of such charges before completing its order.

4.11             In the event that the Company, for any reason, is unable to deliver the Goods to Buyer’s required International Delivery Destination, the Company shall notify the Buyer in writing and, if payment has already been made by the Buyer such payment shall be refunded as soon as possible. The Company shall have no liability and/or responsibility if it is unable to deliver to any International Delivery Destination.

4.12             The Buyer shall be fully responsible for compliance with all applicable laws and regulation of the country for which the Goods are destined. The Company shall not be liable or responsible if the Buyer breaches any law or regulation.

5.                   Non-delivery

5.1                The quantity and description of any consignment of Goods as recorded by the Company on the despatch note from the Company's place of business shall be conclusive evidence of the quantity and description received by the Buyer on delivery unless the Buyer can provide conclusive evidence proving the contrary.

5.2                The Company shall not be liable for delivering incorrect Goods or for any non-delivery of or damage to or shortfall in the Goods (even if caused by the Company's negligence) unless the Buyer gives written notice to the Company of such within 3 days of actual delivery.

5.3                Any liability of the Company for claims under condition 5.2, as a result of the Buyer complying with the notice requirements, shall be limited to (at the Company’s option) replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods.

6.                   Risk/title

6.1                Subject to clause 4.5, the Goods are at the risk of the Buyer from the time of delivery. Ownership of the Goods shall not pass to the Buyer until the Company has received in full (in cash or cleared funds) all sums due to it in respect of the Goods and all other sums which are due to the Company from the Buyer on any Account.

6.2                Until ownership of the Goods has passed to the Buyer, the Buyer shall:

(a)            hold the Goods on a fiduciary basis as the Company's bailee;

(b)           store the Goods (at no cost to the Company) separately from all other goods of the Buyer or any third party in such a way that they remain readily identifiable as the Company's property;

(c)            not remove, destroy, 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 on the Company's behalf for their full price against all risks to the reasonable satisfaction of the Company. On request the Buyer shall produce the policy of insurance to the Company; and

(e)            deliver up the Goods to the Company on demand.

6.3                The Buyer may resell the Goods before ownership has passed to it solely on the basis that any sale shall be affected in the ordinary course of the Buyer's business at full market value and be a sale of the Company's property on the Buyer's own behalf and the Buyer shall deal as principal when making such a sale.

6.4                The Buyer shall keep the entire proceeds of sale of the Goods separate from any monies of the Buyer and any third party. The monies held shall be held on trust for the Company in a separate bank account for that purpose which shall remain in credit.  Monies so held shall be payable to the Company upon demand in such sum as may be outstanding and due to the Company from time to time.  The Buyer shall maintain and promptly disclose to the Company upon demand copy bank statements and details of the balance held on the account and records of sale of Goods including details of purchasers and payments received.

6.5                The Buyer's right to possession of the Goods shall terminate immediately if the Buyer:

(a)            has a bankruptcy order made against him or makes an arrangement or composition with his 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 of 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

(b)           suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against it; or

(c)            fails to observe or perform any of its obligations under the Contract or any other agreement between the Company and the Buyer; or

(d)           is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; or

(e)            encumbers or in any way charges any of the Goods; or

(f)             ceases or threatens to cease trade or business.

6.6                The Company shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from the Company.

6.7                The Buyer grants the Company, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Buyer's right to possession has terminated, to recover them. Where the Company is unable to determine whether any Goods are the goods in respect of which the Buyer's right to possession has terminated, the Buyer shall be deemed to have sold all goods of the kind sold by the Company to the Buyer in the order in which they were invoiced to the Buyer.

6.8                Should the Company repossess any Goods or the Buyer delivers up any Goods in accordance with this condition 6, the Contract in respect of those particular Goods shall be rescinded.

7.                   Price

7.1                Unless otherwise agreed by the Company in writing, the price for the Goods shall be the price as quoted on our site at the time the Buyer submits their order. The Company shall use reasonable care to ensure that the prices of the Goods are correct at the time when the relevant information was entered onto the system.

7.2                It is possible that despite the Company’s reasonable efforts, some of the Goods on its site may be incorrectly priced. If the Company discovers an error in the price of the Goods subject to the Contract, the Company shall contact the Buyer to inform it of this error and give the Buyer an option of purchasing to Goods at the correct price or cancelling the order. If the Company is unable to contact the Buyer in respect of a pricing error (after using the contact details made available by the Buyer) the Company will treat the order as cancelled and notify the Buyer or such cancellation in writing. If the Company mistakenly accepts and processes the Buyer’s order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by the Buyer as a mispricing, the Company may cancel the Contract and refund the Buyer for any sums it has paid. .

7.3                The price for the Goods shall be exclusive of any value added tax and all costs, charges, taxes, levies and other fees in relation to packaging, loading, unloading, carriage and insurance, all of which (where possible) amounts the Buyer shall pay in addition when it is due to pay for the Goods or for which, in accordance with condition 4.10, the Buyer shall be responsible. The Company shall inform the Buyer during the order process of the delivery costs and charges. Subject to the Company’s minimum order value (details of which can be found on the site), the Company offers free United Kingdom mainland delivery. Due to variations in delivery prices depending on the volume and size of the Goods ordered the Company can only provide an estimate of the cost of delivery to any International Delivery Location on written request. The Company may arrange delivery to an address designated by the Buyer upon request (and for such further cost as agreed in writing between the parties).

7.4                The price for the Goods is based on the cost of materials, labour, transport, taxes (including value added tax) and duties and all other relevant costs at the date of the order. If the rate of value added tax changes between the date of the Contract and the date of delivery, the Company shall adjust the value added tax the Buyer pays unless the Buyer has already paid for the Goods in full before the change in value added tax takes effect. The Company reserves the right to vary the price for the Goods to take account of any variation (howsoever arising) in these costs or the imposition of any new taxes or duties between the date of the quotation and/or order acknowledgement and the delivery date.

8.                   Payment

8.1                Unless otherwise agreed in writing by a director of the Company subject to condition 8.3, payment of the price for the Goods is due in pounds sterling upon order. The Company accepts all major credit and debit cards..

8.2                The Company may provide the Buyer with an Account, which will be subject to the written Account terms offered by the Company (which may include varied payment terms and a credit limit) from time to time.

8.3                Time for payment shall be of the essence and the Buyer shall pay each invoice submitted by the Company as follows:-

(a)            for Buyers which have an Account which has not reached its credit limit by the invoice due date in accordance with the terms of the Account; or

(b)           for Buyers without an Account, or with an Account which has reached or exceeded its credit limit, at the time of order.

8.4                The Company reserves the right to exercise its absolute discretion and cancel any Account, by immediate written notice.

 

8.5                The Company reserves the right to suspend any Account if it decides, for whatever reason, that it requires further security from the Buyer other than that already provided (if any) for the performance and discharge of the Buyer’s obligations under any Contract or for any other reason it considers reasonable. The Buyer agrees to use its best endeavours to ensure that any additional security required by the Company (including, but not limited to, a third party providing additional guarantee) is provided. The Company may decide to reinstate the Account if the Buyer provides the additional security required or meets any other conditions required to be satisfied by the Company.

8.6                If the Company exercises its right to cancel or suspend an Account, in accordance with conditions 8.4 and 8.5 respectively, all sums owed to the Company by the Buyer at the date of cancellation or suspension shall be payable on demand and the Company may decide to continue trading with the Buyer on the basis set out in condition 8.1.

8.7                No payment shall be deemed to have been received until the Company has received cleared funds. All payments payable to the Company under the Contract shall become due immediately on its termination despite any other provision.

8.8                The Buyer shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Buyer has a valid court order requiring an amount equal to such deduction to be paid by the Company to the Buyer.

8.9                Without prejudice to any of its other remedies, if any amount due from the Buyer is not paid in accordance with these conditions, the Company may do all or any of the following:-

(a)            treat any or all Contracts as repudiated by the Buyer;

(b)           without notice suspend or cancel delivery of the Goods under the Contract and any other Contract, until the Buyer pays the outstanding amount(s) in full;

(c)            appropriate any payment made by the Buyer under any other contract with the Company to pay for any outstanding amounts as the Company may, in its sole discretion, think fit;

(d)           claim interest and administrative charges under the Late Payment of Commercial Debts (Interest) Act 1998.

9.                   Quality

9.1                Where the Company is not the manufacturer of the Goods, the Company shall endeavour to transfer to the Buyer the benefit of any warranty or guarantee given to the Company. The Company sources Goods for resale from a variety of sources including outside of the European Economic Area (whether with or without the express or implied permission of any trademark or copyright owner or licensor). The Buyer acknowledges that the Company has no knowledge of the Buyer’s intended market or use of Goods purchased and the Company accepts no responsibility for compliance of the Goods with any applicable laws or regulations and/or non-infringement of third party rights on the basis of such market or use. The Buyer shall indemnify the Company against all liabilities, costs, expenses, damages and losses (including all direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by the Company in connection with any claim made against the Company for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with the Buyer’s use of the Goods.

9.2                The Company warrants that, on delivery, the Goods supplied which are manufactured by the Company shall be:

(a)             of satisfactory quality within the meaning set out in the Sale of Goods Act 1979;

(b)           subject to condition 3, conform in all material respects with their description; and

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

9.3                Where Goods supplied are manufactured by a third party, the Company will use all reasonable endeavours to pass on such warranty as to quality and rectification or replacement as the manufacturer provides to the Company in respect of such Goods.

9.4                The Company shall not be liable for a breach of the warranty in condition 9.2 unless:

(a)            the Buyer gives written notice of the defect to the Company, within 5 days of the time when the Buyer discovers or ought reasonably to have discovered the defect; and

(b)           the Buyer complies with the Company’s reasonable returns policy in force from time to time and available at [INSERT LINK]; and

(c)            the Company is given a reasonable opportunity after receiving the notice of examining such Goods and the Buyer (if asked to do so by the Company) returns such Goods to the Company's place of business (at Buyer’s own cost) for the examination to take place there.

9.5                The Company reserves the right to charge the Buyer a re-stocking charge in addition to the initial price of the Goods supplied if Goods are found not to be defective or defective for reasons outside of the Company’s warranty in condition 9.2. 

9.6                The Company shall not be liable for a breach of the warranty in condition 9.2 if in the Company’s reasonably held opinion:

(a)            the Buyer makes any further use of such Goods after giving such notice; or

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

(c)            the Buyer alters or repairs such Goods without the written consent of the Company; or

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

9.7                Subject to condition 9.4 and condition 9.5, if any of the Goods do not conform with the warranty in condition 9.2 the Company shall at its option replace such Goods (or the defective part) or refund the price of such Goods at the pro rata Contract rate provided that, if the Company so requests, the Buyer shall, at the Company's expense, return the Goods or the part of such Goods which is defective to the Company. If the Company complies with this condition 9.7 it shall have no further liability for a breach of the warranty in condition 9.2 in respect of such Goods.

9.8                Any Goods replaced shall belong to the Company and any replacement Goods shall be provided with the benefit of the warranty in condition 9.2.

9.9                The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.

10.                Limitation of liability

10.1             Subject to conditions 2.2, 4, 5 and 9, the following provisions of this condition 10 set out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of:

(a)            any breach of these conditions;

(b)           any use made or resale by the Buyer of any of the Goods, or of any product incorporating any of the Goods; and

(c)            any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.

10.2             All warranties, conditions and other terms (save as specifically stated in these conditions) 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.

10.3             Nothing in these conditions excludes or limits the liability of the Company: 

(a)            for death or personal injury caused by the Company's negligence; or

(b)           fraud or fraudulent misrepresentation; or

(c)            under section 2(3), Consumer Protection Act 1987; or

(d)           any other liability which cannot be limited or excluded by law.

10.4             Subject to condition 10.2 and condition 10.3:

(a)            the Company's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising out of or in connection with the performance or contemplated performance of the Contract shall be limited to the sum of £15,000 or the Contract price paid by the Buyer, whichever is the lesser; and

(b)           the Company shall not be liable to the Buyer for any pure economic loss, loss of profit, loss of business, or depletion of goodwill, or loss of business opportunity 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.

11.                TERMINATION

11.1             Without limiting the Company’s other rights, the Company may suspend the supply or delivery of the Goods to the Buyer, or terminate the Contract with immediate effect by giving written notice to the Buyer if:

(a)            the Buyer commits a material breach of any term of the Contract and (if such breach is remediable) fails to remedy that breach within 14 days of being notified in writing to do so;

(b)           the Buyer fails to pay any amount due under the Contract on the due date for payment;

(c)            the Buyer takes any step or action in connection with the Buyer entering administration, provisional liquidation or any composition or arrangement with the Buyer’s creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of the Buyer’s assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

(d)           the Buyer suspends, threatens to suspend, cease or threaten to cease to carry on all or a substantial part of its business; or

(e)            the Buyer’s financial position deteriorates to such an extent that in the Company’s opinion the Buyer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

12.                Assignment

12.1             The Company may assign or transfer the Contract or any part of it to any person, firm or company.

12.2             The Buyer shall not be entitled to assign the Contract or any part of it without the prior written consent of the Company.

13.                Force majeure

The Company reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Goods ordered by the Buyer (without liability to the Buyer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Company including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, provided that, if the event in question continues for a continuous period in excess of 120 days, the Buyer shall be entitled to give notice in writing to the Company to terminate the Contract.

14.                General

14.1             On termination of the Contract, howsoever caused, the Company’s rights in conditions 6, 8 and 9 shall remain in full force and effect.

14.2             Each right or remedy of the Company under the Contract is without prejudice to any other right or remedy of the Company whether under the Contract or not.

14.3             If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.

14.4             In the event that such court, tribunal or administrative body of competent jurisdiction decides that such provision is not severable, the parties agree to substitute the relevant provision with a legal, valid, enforceable and reasonable provision which achieves, to the greatest extent possible, the same effect as the original provision.

14.5             Failure or delay by the Company in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract.

14.6             Any waiver by the Company of any breach of, or any default under, any provision of the Contract by the Buyer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.

14.7             The parties to the Contract do not intend 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.

14.8             The Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales

14.9             The parties agree that condition 14.8 shall be applied without regard to the principles of conflict of laws and without regard to the CISG UN Convention.

14.10         The parties irrevocably agree that the courts of England and Wales shall have jurisdiction to settle any dispute or claim that arises out of or in connection with the Contract or its subject matter or formation (including non-contractual disputes or claims).

15.                Communications

15.1             All communications between the parties about the Contract shall be in writing and delivered by hand or sent by pre-paid first class post or sent by fax:

(a)            (in case of communications to the Company) to its registered office or such changed address as shall be notified to the Buyer by the Company; or

(b)           (in the case of the communications to the Buyer) to the registered office of the addressee (if it is a company) or (in any other case) to any address of the Buyer set out in any document which forms part of the Contract or such other address as shall be notified in writing to the Company by the Buyer.

15.2             Communications shall be deemed to have been received if sent by pre-paid first class post, two days (excluding Saturdays, Sundays and bank and public holidays) after posting (exclusive of the day of posting); or if delivered by hand, on the day of delivery; or if sent by fax on a working day prior to 4.00 pm, at the time of transmission and otherwise on the next working day.