1.1. In these Terms:
“Affiliates” means in respect of the Company, its Parent Undertakings, its Subsidiary Undertakings and the Subsidiary Undertakings of any of its Parent Undertakings from time to time (“Parent Undertaking” and “Subsidiary Undertaking” having the meanings set out in section 1162 Companies Act 2006); “Applicable Law” means any (i) law including any statute, statutory instrument, bye-law, order, regulation, directive, treaty, decree, decision (as referred to in Article 288 of the Treaty on the Functioning of the European Union) (including any judgment, order or decision of any court, regulator or tribunal); (ii) legally binding rule, policy, guidance or recommendation issued by any governmental, statutory or regulatory body and any legally binding industry code of conduct or guideline in each case which relates to the Contract and/or the Goods and/or their manufacture, packaging, packing and/or delivery, and/or the Services and activities which are comprised in all or some of the Services or the use or application of the output from the Services, according to the law of England and Wales, and which is in force from time to time; “Confidential Information” means the terms of the Contract and any information that relates to either the Seller or the Company and which is disclosed to the other in connection with the Contract and any trade secret disclosed by either the Seller or us where discloser of that information is the trade secret holder, but excluding information that: is at the relevant time in the public domain; was received by the other from a third party who did not acquire it in confidence; and is developed by the other without any breach of the Contract; “Company” means CoolKit Limited within the UK or any Affiliates noted in the relevant Order; “Company Materials” means all materials and information including but not limited to, machinery, equipment , tools, drawings, specifications and data, samples, software, formulae and moulds supplied by the Company to the Seller and/or tools which are the property of the Seller and subject to an exclusive use agreement between the Company and the Seller; “Contract” means the contract for the sale and purchase of the Goods and the supply and acquisition of the Services made pursuant to these Terms; “Delivery Address” means the address stated on the Order unless otherwise notified in writing by the Company; “Deliverables” means all documents, products and materials developed by the Seller or its agents, contractors and employees as part of or in relation to the Services in any form or media, including without limitation drawing, maps, plans, diagrams, designs, pictures, computers programs, data specifications and reports (including drafts); “Goods” means the goods described in the Order; “Intellectual Property Rights” means all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world; “Mandatory Policies” means the Company’s business policies and codes including the Company’s code of conduct for entities which supply Goods or Services to the Company, the Company’s Health & Safety Policy and any other policies that the Company notifies to the Seller; “Order” means a Company purchase order, to which these Terms are annexed; “Order Confirmation” means the Seller’s confirmation in writing, accepting and confirming the Goods to be delivered by the Seller. Where no order confirmation has been received, the purchase order details are deemed to be correct; “Price” means the price of the Goods and/or the Services as set out in the Order; “REACH Regulations” means the Registration, Evaluation, Authorization and Restriction of Chemicals Regulations (EC) No 1907/2006 as amended or re-enacted from time to time; “RoHS Directive” means the Restriction of Use of Certain Hazardous Substances in Electrical and Electronic Equipment (2011/65/EU) as amended or re-enacted from time to time; “Seller” means the company so described in the Order; “Services” means the Services described in the Order; “Specification” includes any plans, drawings, data or other information relating to the Goods or Services; “Terms” means the standard terms and conditions of purchase set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Company and the Seller; and “WEEE Directive” means the Waste Electrical and Electronic Equipment Exclusion Directive (2012/19/EU) as amended or re-enacted from time to time;
1.2. These Terms shall apply to the Contract to the exclusion of any other terms and conditions the Seller seeks to incorporate, or which are implied by trade, custom, practice or course of dealing.
1.3. The Order constitutes an offer by the Company to purchase the Goods and/or Services in accordance with these Terms. 1.4. The Order shall be deemed to be accepted on the earlier of:
1.4.1. the Seller issuing a written acceptance of the Order; and
1.4.2. the Seller doing any act consistent with fulfilling the Order, at which point the Contract shall come into existence.
1.5. The Seller waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Seller that is inconsistent with these Terms.
2. The Goods
2.1. The quantity and description of the Goods will be set out in the Order.
2.2. The Seller shall ensure that the Goods shall:
2.2.1. correspond with their description and any applicable Specification;
2.2.2. be of satisfactory quality (within the meaning of the Sale of Goods Act 1979, as amended) and fit for any purpose held out by the Seller or made known to the Seller by the Company, expressly or by implication, and in this respect, the Company relies on the Seller’s skill and judgment;
2.2.3. be in accordance with any previously agreed quality standards;
2.2.4. in respect of Goods and/or Deliverables which are renewable products, be free from defects in design, material and workmanship and remain so for a period of 10 years, or 5 years for Goods used in other products or for such period agreed in writing between both parties;
2.2.5. comply with all statutory requirements and regulations relating to the manufacture, labelling, packaging, storage, handling and delivery of the Goods;
2.2.6. without prejudice to clause 17.1, specifically comply with the following EU Legislations: RoHS Directive 2012, REACH Regulations, and WEEE Directive;
2.2.7. the Seller shall at all times ensure it has and maintains all the licenses, permissions, authorizations, consents and permits that it needs to carry out its obligations under the Contract in respect of the Goods; and
2.2.8. the Seller shall ensure that it has full clear and unencumbered title to all such Goods and items, and that at the date of delivery of such Goods and/or items, it will have full and unrestricted rights to sell and transfer all such Goods and/or items to the Company.
2.3. The Company shall have the right to inspect and test the Goods at any time before delivery. The Seller shall remain fully responsible for the Goods despite any inspection or testing and any such inspection or testing shall not reduce or otherwise affect the Seller’s obligations under the Contract.
2.4. If following such inspection or testing the Company considers that the Goods do not conform or are unlikely to comply with the Seller’s undertakings as set out in clause 2.2, the Company shall inform the Seller and the Seller shall immediately take remedial action as is necessary to ensure compliance.
2.5. The Company may conduct further inspections and tests after the Seller has carried out remedial actions.
3.1. The Goods shall be delivered to the Delivery Address on the date or within the period stated in the Order Confirmation during the Company’s usual business hours.
3.2. Where the date of delivery of the Goods is to be specified after the placing of the Order, the Company shall be entitled to specify the date of delivery.
3.3. The Seller must immediately inform the Company in writing if it is likely that there is going to be a delay, or quantity shortfall in the Goods.
3.4. Where requested by the Company, the Seller should propose and gain written agreement to a packaging specification. The Seller agrees that whilst maintaining quality, the amount of packaging should be minimized, and make use of recyclable materials.
3.5. The Seller shall ensure that:
3.5.1. the Goods are properly packaged and secured in such manner as to enable them to reach their destination in good condition;
3.5.2. each delivery contains a packing note, which shows the following information (where applicable): a) the Order number; b) the type and quantity of Goods (including the code number of the Goods); c) drawing and revision number; d) special storage instructions (if any) and if the Goods are being delivered in instalments, the outstanding balance of the Goods remaining to be delivered.
3.6. Delivery of the Goods shall occur on the completion of unloading of the Goods at the Delivery Address.
3.7. If the Seller:
3.7.1. delivers less than 95% of the quantity of the Goods ordered, the Company may reject the Goods; or
3.7.2. delivers more than 105% of the quantity of the Goods ordered, the Company may at its discretion reject the Goods or the excess Goods;
3.7.3. any rejected Goods shall be returnable at the Seller’s risk and expense. If the Seller delivers more or less than the quantity of Goods ordered and the Company accepts the delivery, a pro-rata adjustment shall be made to the Prices for the Goods.
3.8. The Seller shall not deliver the Goods in instalments without the Company’s prior written consent. If the Goods are to be delivered by instalments, the Contract may, at the option of the Company, be treated as a single contract and not severable and so failure by the Seller to deliver any one instalment on time or at all or any defect in an instalment shall entitle the Company to the remedies set out in clause 6.
3.9. The Company shall not be obliged to return to the Seller any packaging or packing materials for the Goods, whether or not the Goods are accepted by the Company.
4. Risk and Title
4.1. Risk of damage to or loss of the Goods shall pass to the Company upon completion of delivery.
4.2. Title in the Goods shall pass to the Company upon completion of delivery, unless payment for the Goods is made prior to delivery, when it shall pass to the Company once payment has been made. Passing of title in the Goods will not prejudice the Company’s right to reject the Goods.
5. Supply of Services
5.1. In providing the Services the Seller warrants to:
5.1.1. perform the Services with the best care, skill and diligence in accordance with best practice in the Seller’s industry, profession or trade;
5.1.2. use personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that the Seller’s obligations are fulfilled in accordance with this Contract;
5.1.3. fulfill all requirements set out in the Order;
5.1.4. provide all equipment, tools and vehicles and such other items as are required to provide the Services;
5.1.5. use best quality goods and materials, and ensure that the Deliverables, and all goods and materials supplied and used in the Services or transferred to the Company, will be free from defects in
workmanship installation and design and remain so for a period of 10 years after delivery or for such period agreed in writing between the parties;
5.1.6. ensure that any Company Materials obtained from the Company are in good condition and suitable for the purpose for which they are required;
5.1.7. comply with all relevant Applicable Laws, British Standards, requirements of any relevant statutory and regulatory bodies and obey all the Company’s lawful and reasonable directions;
5.1.8. observe all health and safety rules and regulations and any other security requirements that apply at any of the Company’s premises;
5.1.9. hold all Company Materials in safe custody at its own risk, clearly mark or identify all of the Company’s property, maintain Company Materials in good condition until returned, promptly inform the Company if any other Company Materials are lost, damaged or in need of repair or replacement, and not dispose or use Company Materials other than in accordance with the Company’s written instructions or authorizations;
5.1.10. only use Company Materials for the execution of the Order and not for any other purpose without the Company’s written permission;
5.1.11. insure Company Materials against any loss or damage which may occur whilst in the Seller’s custody. The Company does not accept any liability for any costs incurred by the Seller due to the delay in the supply of Company Materials from the Company; and
5.1.12. not do or omit to do anything which may cause the Company to lose any license, authority, consent or permission upon which it relies for the purposes of conducting its business.
5.2. The Seller will perform the Services on the performance dates set out in the Order Confirmation.
5.3. Time for provision of the Services will be of the essence in this Contract.
6. Company Remedies
6.1. If the Seller fails to deliver the Goods and/or perform the Services by the date in the Order Confirmation, or does not comply with the undertakings set out in clause 2.2, the Company shall, without limiting its other rights or remedies, have one or more of the following remedies:
6.1.1. to terminate the Contract with immediate effect by giving written notice to the Seller;
6.1.2. to refuse to accept any subsequent performance of the Services and/or reject the Goods (in whole or in part) and return them to the Seller at the Seller’s own risk and expense;
6.1.3. to require the Seller to repair or replace the rejected Goods within 2 days or such timeframe agreed with the Company, or to provide a full refund of the Price of the rejected Goods (if paid);
6.1.4. to refuse to accept any subsequent delivery of the Goods which the Seller attempts to make;
6.1.5. to recover from the Seller, any costs incurred by the Company to obtain substitute Goods and/or Services from a third party;
6.1.6. where the Company has paid in advance for Services that have not been provided and/or Goods which have not been delivered, to have such sums refunded by the Seller; and to claim damages for any additional costs, loss or expenses incurred by the Company which are in any way attributable to the Seller’s failures to meet the date in the Order Confirmation.
6.2. If the Goods are not delivered by the date in the Order Confirmation, the Company may, at its option, claim or deduct 1% of the Price of the Goods for each week’s delay in delivery by way of liquidated damages, up to a maximum of 3% of the Price of the Goods. If the Company exercises its rights under this clause 6.2, it shall not be entitled to any of the remedies set out in clause 6.1 in respect of the Goods’ late delivery.
6.3. The Terms shall extend to any substituted or remedial services and/or repaired or replacement goods supplied by the Seller.
6.4. The Company shall not be liable to the Seller or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure if it is beyond the Company’s control.
6.5. The Company’s rights and remedies under these Terms are in addition to its rights and remedies implied by statute and common law.
7. Company Obligations in relation to Services
7.1. The Company shall:
7.1.1. provide the Seller with reasonable access at reasonable times to the Company’s premises for the purpose of providing the Services provided that the Seller or its contractors must comply with the Company’s rules and regulations whilst on such premises; and
7.1.2. provide such information as the Seller may reasonably request for the provision of the Services and that the Company considers reasonable necessary for such purpose.
8. Price of Goods and Services
8.1. The Price of the Goods and Services shall be as set out in the Order, or if no Price is quoted, the price set out in the Seller’s published price list in force as at the date the Contract came into existence shall apply.
8.2. Unless otherwise stated, the Price:
8.2.1. excludes amounts in respect of the value added tax (VAT), which the Company shall additionally be liable to pay to the Seller at the prevailing rate, subject to the receipt of a valid VAT invoice;
8.2.2. in respect of the Goods, inclusive of all charges for packaging, packing, shipping, carriage, insurance, delivery and any duties, imports or levies; and
8.2.3. in respect of the Services, the full and exclusive remuneration of the Seller in respect of the performance of the Services, including every cost and expense of the Seller directly or indirectly incurred in connection with the performance of the Services.
8.3. No increase in the Price shall be effective (whether on account of increased material, labour or transport cost, fluctuation in rates of exchange or otherwise) unless agreed in writing and signed by an authorized representative of the Company.
8.4. The Company shall be entitled to any discount for prompt payment, bulk purchase or volume purchase customarily granted by the Seller.
9. Terms of Payment
9.1. The Seller shall be entitled to invoice the Company on or at any time after completion of delivery of the Goods, or on completion of the Services. Each invoice shall quote the Order number.
9.2. Unless otherwise agreed in writing, the Company shall pay the Seller’s invoices within 90 days of the end of the month in which the invoice was received by the Company, or, if later, after acceptance of the Goods or Services by the Company.
9.3. The Company may at any time, without limiting any of its other rights or remedies, set off any liability of the Seller to the Company against any liability of the Company to the Seller. If the Company fails to pay any amount properly due and payable by it under the Contract, the Seller shall have the right to charge interest on the overdue amount at the rate of 2% per annum above the base rate for the time being of the Bank of England accruing on a daily basis from the due
date up to the date of actual payment, whether before or after judgment. This clause shall not apply to payments that the Company disputes in good faith.
10. Intellectual Property
10.1. In respect of the Goods and any items that are transferred to the Company as part of the Services under this Contract including without limitation the Deliverables or any part of them, the Seller agrees that all Intellectual Property Rights in such Goods and items shall be owned by the Company. To the extent that such Intellectual Property Rights do not already or automatically vest in the Company, the following clauses shall apply:
10.1.1. the Seller hereby assigns to the Company, including by way of present assignment of future rights, with full title guarantee and free from all third party rights, all Intellectual Property Rights in such Goods and items;
10.1.2. the Seller shall obtain waivers of all moral rights in the Goods and items that are transferred to the Company as part of the Services to which any individual is now or may be at any future time entitled under Chapter IV of Part I of the Copyright Designs and Patents Act 1988 or any similar provisions of law in any jurisdiction; and
10.1.3. the Seller shall, promptly at the Company’s request, do (or procure to be done) all such further acts and things and the execution of all such other documents as the Company may from time to time require for the purpose of securing for the Company the full benefit of the Contract, including all right, title and interest in and to the Intellectual Property Rights assigned to the Company in accordance with this clause.
10.2. All Company Materials are the exclusive property of the Company.
11.1. Both the Company and Seller will, subject to clause 11.2:
11.1.1. only use the other’s Confidential Information for the purpose of performing their respective obligations and exercising their respective rights under the Contract;
11.1.2. keep the other’s Confidential Information secret, safe and secure; and
11.1.3. not disclose the other’s Confidential Information to any other person.
11.2. Each of the Seller and the Company may disclose the other’s Confidential Information:
11.2.1. to the extent required by law, by an order of a court of competent jurisdiction or as required by any securities exchange, listing authority, governmental or regulatory authority; and
11.2.2. to those of our officers, directors, employees and professional advisers and, in the case of us alone, also to our agents and sub-contractors, who need access to that Confidential Information so that our respective obligations can be performed and our respective rights can be exercised under the Contract. If either the Seller or the Company disclose the other’s Confidential Information under this clause 11.2.2, the Seller as the discloser or the Company as the discloser, will procure that each person to whom that Confidential Information is disclosed will not do, or omit to do anything which if done or omitted to be done by the relevant discloser would be a breach of this clause 11.
11.3. Each of the Seller and the Company acknowledges and agrees that damages alone would not be an adequate remedy for breach of this clause 11 by the other. Accordingly, the other will be entitled, without having to prove special damages, to equitable relief (including injunction and specific performance) and to all remedies of a trade secret holder for any breach or threatened breach of this clause 11.
11.4. This clause 11 shall survive termination of the Contract.
12. Data Protection
12.1. The Seller will comply with all applicable requirements of the data protection and privacy legislation in force from time to time including without limitation the General Data Protection Regulation ((EU) 2016/679) and the Data Protection Act 2018 (“Data Protection Legislation”). Where the Company instructs the Seller to process any personal data (as each are defined in the Data Protection Legislation) for, or in respect of, the Company (or its customers, employees or otherwise) the Seller shall: (i) keep such data confidential; and (ii) the Company shall require a form of data processing agreement.
13.1. The Seller shall keep the Company fully indemnified against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses), loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis), including any interest, fines, legal and other professional fees and expenses awarded against or incurred or paid by the Company as a result of or in connection with:
13.1.1. any breach of the Seller’s warranties contained in clauses 2.2,5.1 and 10.1;
13.1.2. any claim made against the Company for death, personal injury or damage to property arising out of, or in connection with, defects in Goods, to the extent that the defect in the Goods and/or Services is attributable to the acts or omissions of the Seller, its employees, agents or subcontractors;
13.1.3. any claim made against the Company by a third party arising out of, or in connection with the supply of Goods and/or Services, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of the Contract by the Seller, its employees, agents or subcontractors; and
13.1.4. 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 manufacture, supply or use of the Goods, or receipt, use or supply of the Services, except if and to the extent that such infringement solely results from use by the Seller of aspects of a Specification provided to the Seller by the Company.
13.2. Clause 13.1 will not apply to any failure by the Seller to deliver the Goods on or within the date specified in the Order if the Company has been paid liquidated damages by the Seller under clause 6.2 in respect of that failure.
13.3. This clause 13 shall survive termination of the Contract.
14.1. During the term of the Contract and for a period of 6 years thereafter, the Seller shall maintain in force, with a reputable insurance company, professional indemnity insurance, product liability insurance and public liability insurance to cover the liabilities that may arise under or in connection with the Contract, and shall, on the Company’s request provide evidence that the premiums on all such policies are up to date. Any product liability insurance shall, at minimum, cover claims of no less than £5 million for each claim.
15.1. The Company shall be entitled to cancel the Order in respect of all or part only of the Goods and/or the Services by giving notice to the Seller at any time prior to delivery or performance, in which the Company shall only be liable for the
agreed cost of long lead time components which are specific to the canceled products and cannot be used in future orders or for other customers.
15.2. Without limiting its other rights and remedies, the Company may terminate the Contract with immediate effect and without liability, by giving written notice to the Seller if:
15.2.1. the Seller commits a material breach of the Contract;
15.2.2. the Seller makes any voluntary arrangement with its creditors (within meaning of the Insolvency Act 1984) 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 purpose of amalgamation or reconstruction);
15.2.3. the Seller commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where a company) for the sole purpose of a scheme for a solvent amalgamation of the Seller with one or more other companies or the solvent reconstruction of the Seller;
15.2.4. an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Seller;
15.2.5. the Seller ceases, or threatens to cease, to carry on business;
15.2.6. the Seller is subject to anything analogous to the foregoing under the laws of any applicable jurisdiction;
15.2.7. the Company reasonably apprehends that any of the events mentioned above is about to occur in relation to the Seller and notifies the Seller accordingly;
15.2.8. the Seller is subject to any proceeding in any Member State of the European Union which is capable of recognition under the EC Regulation on Insolvency Proceedings (EC 1346/2000) or the EU Regulation on Insolvency Proceedings (Recast) EU 2015/848); or
15.2.9. the Seller breaches the provisions of clause 17 (Compliance with Relevant Laws and Policies).
16. Consequences of Termination
16.1. Following expiry or termination of the Contract or any part of it for any reason:
16.1.1. where the Services are terminated, the Seller shall immediately deliver to the Company all Deliverables, whether or not then complete, and return all Company Materials. If the Seller fails to do so, then the Company may without limiting its other rights or remedies enter the Seller’s premises and take possession of them. Until they have been returned or delivered, the Seller shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract;
16.1.2. the accrued rights and remedies of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination; and
16.1.3. conditions which expressly or by implication have effect after termination shall continue in full force and effect.
16.2. Within 20 days after the date of expiry or termination of the Contract the Seller will, subject to the exception set out in clause 16.3,
16.2.1. if requested to do so, return to us all of our Confidential Information (including all copies and extracts) in your possession; and
16.2.2. cease to use our Confidential Information.
16.3. Each of the Company and the Seller may retain any of the other’s Confidential Information which the Company or the Seller has to keep to comply with any Applicable Law or which the Company or the Seller are required to retain for insurance, accounting or taxation purposes. The provisions of clause 11 will continue to apply to retained Confidential Information.
17. Compliance with Relevant Laws and Policies
17.1. In performing its obligations under the Contract, the Seller shall:
17.1.1. comply with all Applicable Laws, statutes, regulations and codes including but not limited to the safety requirements of the of the Factories Act 1961, the Health and Safety at Work Act 1974 and building and construction regulations in force at the time of performance;
17.1.2. comply with all equivalent national laws and regulations when based outside of the UK; and
17.1.3. comply with the Company’s Mandatory Policies.
17.2. The Company may immediately terminate the Contract for any breach of this clause 17.
18.1. The Seller may not assign, transfer, mortgage, charge, subcontract, 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 Company.
18.2. The Contract constitutes the entire agreement between the parties in respect of the subject matter of the Order and supersedes and extinguishes all previous agreements, promises, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Where the Company and the Seller have a written supply agreement in respect of the supply of the Goods and/or Services and/or Deliverables then, notwithstanding anything else in these Terms, that written supply agreement shall apply in respect of the Order, notwithstanding the fact that these Terms may be referred to in the Order. In these circumstances, these Terms shall not apply.
18.3. Except as set out in these Terms, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by an authorized representative of the Company.
18.4. 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 of 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.
18.5. If any provision or part-provision of the of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
18.6. Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, or sent by pre-paid first class post or other next working day delivery service, commercial courier or sent by email. This clause does not apply to the service of any proceedings or other documents in any legal action.
18.7. A person who is not a party to the Contract shall not have any rights under or in connection with it.
18.8. Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of the other for any purpose. No party shall have the authority to act as agent for, or to bind the other party in any way.
18.9. 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.
18.10. 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