1 INTERPRETATION
1.1 In these Terms:
“Business Day” means a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
“Buyer” means the person who accepts the Seller’s Quotation for the sale of the Goods or whose written order for the Goods is accepted in writing by the Seller;
“Contract” means the contract for the sale and purchase of the Goods in accordance with these Terms, comprising the Order and the Terms;
“Goods” means the goods (including any instalment of the goods or any parts for them) which the Seller is to supply in accordance with these Terms;
“Order” has the meaning in clause 2.1;
“Seller” means Seven Asset Limited (registered in England under number 3407135) whose registered office is located at Cardinal Court, 35-37 St Peters Street, Ipswich, Suffolk, IP1 1XF;
“Seller’s Quotation” means the written quotation produced by the Seller;
“Terms” the terms and conditions set out in this document as amended from time to time in accordance with clause 2.2;
“writing”, “written”, and any similar expression, includes (without limitation) email, but not fax.
1.2 A reference in these Terms to a provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
1.3 The headings in these Terms are for convenience only and shall not affect their interpretation.
1.4 Clause headings shall not affect the interpretation of this Contract.
1.5 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.6 Unless the context requires otherwise, 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 other genders.

2 BASIS OF THE SALE
2.1 The Seller shall sell and the Buyer shall purchase the Goods in accordance with the Seller’s Quotation (if accepted by the Buyer), or the Buyer’s written order (if accepted by the Seller) including any special terms agreed in writing between the Buyer and the Seller (the Order), subject to and incorporating these Terms, which shall govern the Contract to the exclusion of any other terms that the Buyer seeks to impose or incorporate, or which are implied by law, trade, customer, practice or course of dealing.
2.2 Unless otherwise stated in these Terms, no variation to these Terms shall be binding unless agreed in writing between the authorised representatives of the Buyer and the Seller.
2.3 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 any such representations which are not so confirmed, but nothing in these Terms affects the liability of either party for fraudulent misrepresentation.
2.4 Subject to clause 9.1:
2.4.1. 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.
2.4.2. 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.
2.5 All Goods are sold as seen and are subject to any limitations stated by the Seller in writing in relation to the relevant Goods (e.g. if parts of the Goods are not operating at the time or sale, or if the Goods are scrap).

3 ORDERS AND SPECIFICATIONS
3.1 No Order shall be deemed to be accepted by the Seller unless and until confirmed in writing by the Seller’s authorised representative.
3.2 The Buyer shall be responsible to the Seller for:
3.2.1. ensuring the accuracy of the terms of any Order (including any applicable specification); and
3.2.2. 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.
3.3 All information relating to the quantity, quality and description of the Goods and any specification for them shall be as set out in the Order.
3.4 The Seller reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable statutory or E.U. requirements or, where the Goods are to be supplied to the Seller’s specification, which do not materially affect their quality or performance.
3.5 No Order which has been accepted by the Seller may be cancelled 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 cancellation.

4 PRICE OF THE GOODS
4.1 The price of the Goods shall be the Seller’s quoted price as set out in the Order. All prices quoted are valid for 30 days only or until earlier acceptance by the Buyer, after which time they may be altered by the Seller without giving notice to the Buyer.
4.2 The Seller reserves the right, by giving written 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 or alteration of duties), 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 information or instructions.
4.3 Except as otherwise stated on the Order and, unless otherwise agreed in writing between the Buyer and the Seller, where the Seller agrees to deliver the Goods otherwise than at the Seller’s premises, all prices are given by the Seller exclusive of the Seller’s charges for transport, packaging and insurance of the Goods, and the Buyer shall be liable to pay such charges.
4.4 Unless otherwise stated, any price given by the Seller is exclusive of any applicable value added tax, which the Buyer shall be additionally liable to pay to the Seller.
4.5 The cost of pallets and returnable containers will be charged to the Buyer in addition to the price of the Goods, but full credit will be given to the Buyer provided they are returned undamaged to the Seller before the due payment date.

5 TERMS OF PAYMENT
5.1 Subject to any special terms agreed in writing between the Buyer and the Seller, the Buyer must pay the price of the Goods together with any sums due under clauses 4.3 – 4.5 (inclusive) in full to the Seller upon acceptance of the Order by Seller and prior to the delivery of the Goods.
5.2 Where the Seller has waived clause 5.1 and has agreed to invoice the Buyer for the price of the Goods on or at any time after delivery of the Goods the Buyer shall pay the price of the Goods (less any discount to which the Buyer may be entitled, but without any other deduction) together with any costs due to the Seller under clauses 4.3 – 4.5 (inclusive) within 30 days of the date of the Seller’s invoice, and the Seller shall be entitled to recover the sum due, notwithstanding that delivery may not have taken place and the property in the Goods has not passed to the Buyer.
5.3 The time of payment shall be of the essence of the Contract.
5.4 Receipts for payment will be issued only upon request.
5.5 For the avoidance of doubt, if any sums due under clauses 4.3 – 4.5 (inclusive) are not billed in accordance with clause 5.1 or 5.2, the Buyer shall pay for such sums within 30 days of the date of the Seller’s invoice.
5.6 If the Buyer fails to make any payment on the due date then, without limiting any other right or remedy available to the Seller, the Seller may:
5.6.1. cancel the Contract or suspend any further deliveries to the Buyer;
5.6.2. 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); and
5.6.3. charge the Buyer interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

6 DELIVERY
6.1 Delivery of the Goods shall be made by the Buyer collecting the Goods at the Seller’s premises after the Seller has informed the Buyer in writing that the Goods are ready for collection or, if some other place of delivery is agreed by the Seller, by the Seller delivering the Goods to that place. Where the Buyer is collecting the Goods, the Buyer shall collect the Goods within any time period specified by the Seller in writing.
6.2 In the case of collection, delivery is completed when the Goods are made available at the Seller’s premises and the Seller has informed the Buyer in writing that the Goods are ready, or in the case of delivery, delivery is completed on the commencement of the unloading of the Goods.
6.3 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 however caused. Time for delivery shall not be of the essence of the Contract unless previously agreed by the Seller in writing. The Goods may be delivered by the Seller in advance of the quoted delivery date on the Seller giving reasonable notice to the Buyer.
6.4 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 goods of similar description to replace those not delivered over the price of the Goods.
6.5 If the Buyer fails to collect the Goods within the time period specified by the Seller, or 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 Seller’s fault) then, without limiting any other right or remedy available to the Seller, the Seller may:
6.5.1. store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage; or
6.5.2. sell the Goods at the best price readily obtainable and (after deducting all reasonable storage, insurance 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.

7 RISK AND PROPERTY
7.1 Risk of damage to or loss of the Goods shall pass to the Buyer:
7.1.1. 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
7.1.2. 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.
7.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Terms, the property in the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Goods and all other goods agreed to be sold by the Seller to the Buyer for which payment is then due.
7.3 Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Seller’s fiduciary agent and bailee, and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Seller’s property, but the Buyer may resell or use the Goods in the ordinary course of its business.
7.4 Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold), the Seller may at any time require the Buyer to deliver up the Goods to the Seller and, if the Buyer fails to do so forthwith, enter on any premises of the Buyer or any third party where the Goods are stored and repossess the Goods.
7.5 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 limiting any other right or remedy of the Seller) forthwith become due and payable.

8 WARRANTIES
8.1 Unless otherwise stated in the Order, the Seller gives no warranties including, without limitation, as to quality or condition of the Goods or to any part of the Goods, other than that the Goods will correspond with the details set out on the Order at the time of delivery (Limited Warranty). If any warranty is provided on the Order in addition to the Limited Warranty (Warrant(ies)), such Warrant(ies) are provided from first power-up, which means from the time Seller first supplies power to the Goods after delivery.
8.2 All warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
8.3 The Buyer must notify the Seller within seven days from the date of delivery or (where the failure to comply with the Limited Warranty was not apparent on a reasonable inspection) within seven days from discovery of the Goods’ failure to comply with the Limited Warranty.
8.4 Where a valid claim in respect of the Goods failure to comply with the Limited Warranty is made by the Buyer in accordance with clause 8.3, subject to clause 8.8, the Seller may 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).
8.5 Except as provided in clause 8.4, the Seller shall have no liability to the Buyer in respect of the Goods’ failure to comply with the Limited Warranty.
8.6 Where any warranty is expressly provided in the Order in relation to any Goods or part of the Goods, the stated warranty will apply for the period set out in the Order to the relevant Goods or part of the Goods (the Warranty Period).
8.7 Subject to clause 8.8, if:
8.7.1. the Buyer gives notice in writing to the Seller during the Warranty Period within seven days of discovery that the Goods or the part of the Goods, does not comply with the warranty set out in the Order;
8.7.2. the Seller is given a reasonable opportunity of examining such Goods; and
8.7.3. the Buyer (if asked to do so by the Seller) returns such Goods to the Seller’s place of business at the Buyer’s cost;
the Seller shall, at its option, repair or replace the defective Goods or part of the defective Goods, or refund the price of the defective Goods or relevant part of the defective Goods, in full.
8.8 The Seller shall not be liable for the Goods’ or part of the Goods’ failure to comply with the Warrant(ies) if:
8.8.1. the Buyer makes any further use of the Goods after giving notice in accordance with clause 8.3 (in respect of the Limited Warranty) or clause 8.7.1 (in respect of any warranty stated on the Order);
8.8.2. the defect arises because the Buyer failed to follow the Seller’s oral or written instruction as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;
8.8.3. the defect arises as a result of the Seller following any drawing, design or specification supplied by the Buyer;
8.8.4. the Buyer alters or repairs such Goods without the written consent of the Seller;
8.8.5. the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
8.8.6. the Goods differ from their description as a result of changes made under clause 3.4.
8.9 Except as provided in clauses 8.6 – 8.8 (inclusive), the Seller shall have no liability to the Buyer in respect of the Goods’ failure to comply with any warranty stated on the Order.
8.10 The Terms set out in this clause shall apply to any repaired or replacement Goods or repaired or replacement parts of the Goods.
9 LIABILITY
9.1 The restrictions on liability in this clause 9 apply to every liability arising under or in connection with this Contract including (without limitation) liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
9.2 Nothing in this Contract limits any liability which cannot legally be limited including liability for:
9.2.1. death or personal injury caused by negligence;
9.2.2. fraud or fraudulent misrepresentation;
9.2.3. breach of the terms implied by section 12 of the Sale of Goods Act 1979; and
9.2.4. any matter in respect of which it would be unlawful for the parties to exclude or restrict liability.
9.2.5. Subject to clause 9.2, the Seller shall not be liable under this Contract for any:
9.2.6. loss of profit;
9.2.6.1 loss of sales or business;
9.2.6.2 loss of agreements or contract;
9.2.6.3 loss of anticipated savings;
9.2.6.4 loss of use or corruption of software, data or information;
9.2.6.5 loss of or damage to goodwill;
9.2.6.6 loss of products or goods stored in the Goods;
9.2.6.7 for any indirect, special or consequential loss; or
9.2.6.8 any other claims for compensation whatsoever (whether caused by the negligence of the Seller, its employees or agents or otherwise) which arise out of or in connection with: (i) the supply of the Goods (including any delay in supplying or any failure to supply the Goods in accordance with the Contract or at all); or (ii) their use; or (iii) resale by the Buyer, except as otherwise set out in these Terms.
9.2.7. Subject to clause 9.2, the entire liability of the Seller under or in connection with this Contract shall not exceed the price of the Goods, except as expressly provided in these Terms.

10 INSOLVENCY OF BUYER
10.1 This clause 9 applies if:
10.1.1. the Buyer makes a voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or
10.1.2. an encumbrancer takes possession of, or a receiver is appointed over, any of the property or assets of the Buyer; or
10.1.3. the Buyer ceases, or threatens to cease, to carry on business; or
10.1.4. the Seller reasonably apprehends that any of the events mentioned above are about to occur in relation to the Buyer and notifies the Buyer accordingly.
10.2 If clause 10.1 applies then, without limiting any other right or remedy available to the Seller, the Seller may cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer, and if the Goods have been delivered but not paid for, the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

11 DATA PROTECTION
11.1 The following definitions apply in this clause 10:
11.1.1. Controller, Processor, Data Subject, Personal Data, Personal Data Breach, processing and appropriate technical and organisational measures: as defined in the Data Protection Legislation.
11.1.2. Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR; the Data Protection Act 2018 (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended and the guidance and codes of practice issued by the Information Commissioner or other relevant regulatory authority and applicable to a party.
11.1.3. Domestic Law: the law of the United Kingdom or a part of the United Kingdom.
11.1.4. Third Party Processors: means the sub-processors stated on the Order, or otherwise appointed in accordance with clauses 11.6 – 11.8 (inclusive).
11.1.5. UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.
11.2 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.
11.3 The parties acknowledge that for the purposes of the Data Protection Legislation, where the Seller is processing any Personal Data on behalf of the Buyer, the Buyer is the Controller and the Seller is the Processor. Clause 11.6 sets out the scope, nature and purpose of processing by the Seller, the duration of the processing and the types of Personal Data and categories of Data Subject.
11.4 Without prejudice to the generality of clause 10.2, the Buyer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to the Seller and/or lawful collection of the Personal Data by the Seller on behalf of the Buyer for the duration and purposes of the Contract.
11.5 Without prejudice to the generality of clause 10.2, the Seller shall, in relation to any Personal Data processed in connection with the performance by the Seller of its obligations under the Contract:
11.5.1. process that Personal Data only on the documented written instructions of the Buyer unless the Seller is required by Domestic Law to otherwise process that Personal Data. Where the Seller is relying on Domestic Law as the basis for processing Personal Data, the Seller shall promptly notify the Buyer of this before performing the processing required by the Domestic Law unless the Domestic Law prohibits the Seller from so notifying the Buyer;
11.5.2. ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Buyer, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
11.5.3. ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and
11.5.4. not transfer any Personal Data outside of the UK unless the prior written consent of the Buyer has been obtained and the following conditions are fulfilled:
11.5.4.1 the Buyer or the Seller has provided appropriate safeguards in relation to the transfer;
11.5.4.2 the Data Subject has enforceable rights and effective legal remedies;
11.5.4.3 the Seller complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
11.5.4.4 the Seller complies with reasonable instructions notified to it in advance by the Buyer with respect to the processing of the Personal Data;
11.5.5. assist the Buyer, at the Buyer’s cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
11.5.6. notify the Buyer without undue delay on becoming aware of a Personal Data Breach;
11.5.7. at the written direction of the Seller, delete or return Personal Data and copies thereof to the Buyer on termination of the Contract unless required by Domestic Law to store the Personal Data; and
11.5.8. maintain complete and accurate records and information to demonstrate its compliance with this clause and allow for audits by the Buyer or the Buyer’s designated auditor and immediately inform the Buyer if, in the opinion of the Seller, an instruction under this clause 11.5.8 infringes the Data Protection Legislation.
11.6 The Buyer provides its general authorisation to the appointment of the Third Party Processors as third-party processors of Personal Data under this Contract. The Seller confirms that it has entered, or (as the case may be), will enter with each Third Party Processor into a written agreement substantially on that third party’s standard terms of business or incorporating terms which are substantially similar to those set out in this clause 11, and in either case, which the Seller confirms reflect and will continue to reflect the requirements of the Data Protection Legislation. As between the Buyer and the Seller, the Seller shall remain fully liable for all acts or omissions of any Third Party Processor.
11.7 The Seller shall confirm to the Buyer in writing:
11.7.1. if it wishes to appoint any new third party processor, as a new third party processor or as a replacement to an existing Third Party Processor; and
11.7.2. the name of the new third party processor, the data processing services or activities that it will be providing to the Seller and if it is a replacement to an existing Third Party Processor.
11.8 If the Buyer objects to the appointment of any new third party processor under clause 11.7, it shall promptly let the Seller know in writing, and in any event within 7 days of the date that the Seller complied with clause 11.7, including the reasons for its objection. Unless otherwise agreed between the parties in writing, the Seller shall not appoint the new third party processor as a sub-processor under this Contract. If the Buyer does not object, the new third party processor shall be deemed to be a Third Party Processor, and where relevant, replace the existing Third Party Processor stated by the Seller under clause 11.7.2.
11.9 Processing by the Seller:
11.9.1. Scope: The provision of supply of Goods to the Buyer by the Seller;
11.9.2. Nature: The provision of supply of the Goods to the Buyer by the Seller;
11.9.3. Purpose of the processing: The fulfilment of the provision of supply of the Goods to the Buyer by the Seller;
11.9.4. Duration of the processing: The duration of the Contract or any other period of time required by law;
11.9.5. Types of Personal Data: Name, email address and telephone number;
11.9.6. Categories of Data Subject: Buyer or person identified in the Order.
11.10 Either party may, at any time on not less than 30 days’ notice, revise this clause 10 by replacing it with any applicable controller to processor standard clauses or similar terms adopted by the Information Commissioner or forming part of an applicable certification scheme (which shall apply when replaced by attachment to the Contract).

12 CONFIDENTIALITY
12.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 11.2.
12.2 Each party may disclose the other party’s confidential information:
12.2.1. to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause (unless such persons are already under a duty of confidentiality due to professional conduct rules to which they are subject); and
12.2.2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
12.3 Neither party shall use the other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Contract.

13 NOTICES
13.1 Any notice given to a party under or in connection with this Contract shall be in writing and shall be:
13.1.1. 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
13.1.2. sent by email to:
13.1.3. the Seller via fridge@sevenrefrigeration.co.uk;or
13.1.4. the Buyer’s email address stated on the Order.
13.2 Any notice shall be deemed to have been received:
13.2.1. if delivered by hand, at the time the notice is left at the proper address;
13.2.2. 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
13.2.3. if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, where business hours resume. In this clause, “business hours” means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
13.2.4. 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 FORCE MAJEURE
14.1 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.
14.2 Without limiting the foregoing, the following shall be regarded as causes beyond the Seller’s reasonable control:
14.2.1. act of God, explosion, flood, tempest, fire or accident;
14.2.2. war or threat of war, sabotage, insurrection, civil disturbance or requisition;
14.2.3. acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
14.2.4. import or export regulations or embargoes;
14.2.5. strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Seller or of a third party);
14.2.6. difficulties in obtaining raw materials, labour, fuel, parts or machinery;
14.2.7. power failure or breakdown in machinery;
14.2.8. epidemic or pandemic; and/or
14.2.9. nuclear, chemical or biological contamination, or sonic boom.

15 GENERAL
15.1 The Seller may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.
15.2 The Buyer may not assign, transfer, mortgage, charge, sub-contract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Seller.
15.3 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.
15.4 If any provision of the Contract is held by a court or other competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of the Contract and the remainder of the provision in question shall not be affected.
15.5 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.
15.6 Each party acknowledges that in entering into this Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Contract.
15.7 Nothing in this 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.
15.8 Each party confirms it is acting on its own behalf and not for the benefit of any other person.
15.9 This Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Contract.
15.10 If there is any conflict or inconsistency between the terms set out in the Order and these Terms, the terms set out in the Order shall prevail.
15.11 The Contract shall be governed by the laws of England, and Wales, and the Buyer agrees to submit to the exclusive jurisdiction of the English courts.