Terms and Conditions – Flowrite

The Customer’s attention is particularly drawn to the provisions of clause 13.

  1. Interpretation
    1. Definitions. In these Conditions, the following definitions apply:
      Acknowledgement of Order the Supplier’s standard form acknowledgement of an Order by email or telephone call to the Customer.
      Business Day a day (other than a Saturday, Sunday or a public holiday) when banks in London are open for business.
      Commencement Date has the meaning set out in clause 3.2.
      Conditions these terms and conditions as amended from time to time in accordance with clause 16.8.
      Contract the contract between the Supplier and the Customer for the supply of Parts and/or Services in accordance with these Conditions.
      Customer the person or firm who purchases the Parts and/or Services from the Supplier.
      Delivery Location has the meaning set out in clause 6.1.
      Force Majeure Event has the meaning given to it in clause 16.1.1.
      Intellectual Property Rights all patents, rights to inventions, utility models, copyright and related rights, trade marks, 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 right, topography rights, moral 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.
      Initial Call Out means the initial visit by the Supplier to the Customer’s premises to perform the Services.
      Order the Customer’s order for the Services and/or supply of Parts.
      Parts the parts (or any part of them) to be fitted by the Supplier.
      Rates the rates charged by the Supplier for the Services as notified to the Customer from time to time.
      Services the services to be provided by the Supplier as set out in the Order and in accordance with these terms and conditions.
      Supplier Flowrite Services Limited registered in England and Wales with company number 02739113.
    2. Construction. In these Conditions:
      1. a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
      2. a reference to a party includes its successors or permitted assigns;
      3. a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
      4. any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
      5. a reference to writing or written includes faxes and e-mails.
      6. If the Customer fails to provide access to the Supplier to perform the Services or fails to accept or take delivery of the Parts within 5 Business Days of the Supplier notifying the Customer that the Parts are ready, then except where such failure or delay is caused by a Force Majeure Event or by the Supplier’s failure to comply with its obligations under the Contract in respect of the Parts:
  2. Orders
    When the Customer wishes to place an Order it shall either send a request by email to the Supplier or submit an order orally over the telephone. Orders shall be confirmed by an Acknowledgment of Order sent by the Supplier.
  3. Basis of Contract
    1. The Order constitutes an offer by the Customer to purchase Services and/or Parts in accordance with these Conditions.
    2. The Order shall only be deemed to be accepted when the Supplier issues the Acknowledgment of Order at which point and on which date the Contract shall come into existence (the “Commencement Date”).
    3. The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Supplier which is not set out in the Contract and any descriptive matter issued by the Supplier or shown on the Supplier’s website is issued or published for the sole purpose of giving an approximate idea of the Services and/or Parts described in them. They shall not form part of the Contract or have any contractual force.
    4. These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
    5. Any quotation given by the Supplier shall not constitute an offer, and is only valid for a period of 20 Business Days from its date of issue.
    6. All of these Conditions shall apply to the supply of both Parts and Services except where application to one or the other is specified.
  4. Supply of Services
    1. On the acceptance of a valid Order by the Supplier, the Supplier shall provide the Services to the Customer in accordance with the Order in all material respects.
    2. The Supplier shall use all reasonable endeavours to meet any performance dates for the Services specified in the Order, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
    3. The Supplier shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.
    4. The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.
  5. Parts
    1. The Customer acknowledges that the Supplier supplies Parts from third party manufacturers and as such, and except as provided in these Conditions, the Supplier provides no warranties in relation to the Parts.
    2. The Customer shall be responsible for ensuring that the Parts are sufficient and suitable for the Customer’s purposes and the Supplier shall have no liability to the Customer in the event that the Parts are not sufficient and suitable for the Customer’s purposes.
    3. The Supplier reserves the right to amend the specification of the Parts at any time.
  6. Delivery of Parts
    1. If the Supplier cannot correct the problem during the Initial Call Out and orders Parts from the Supplier’s parts department, the Supplier shall deliver the Parts to the location set out in the Order or such other location as the parties may agree (the “Delivery Location”) at any time after the Supplier notifies the Customer that the Parts are ready.
    2. The Supplier may be required to install the Parts at the Delivery Location in which case the Supplier will provide such service in accordance with these Conditions.
    3. Delivery of the Parts shall be completed on the Parts’ arrival at the Delivery Location.
    4. Any dates quoted for delivery of the Parts are approximate only, and the time of delivery is not of the essence.
    5. If the Supplier fails to deliver the Parts, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement parts of similar description and quality in the cheapest market available, less the price of the Parts. The Supplier
    6. Shall have no liability for any delay in the delivery or failure to deliver the Parts to the extent that such delay or failure is caused by a Force Majeure Event, the Customer’s failure to provide the Supplier with adequate delivery instructions for the Parts or any relevant instruction related to the supply of the Parts.
    7. If the Customer fails to provide access to the Supplier to perform the Services or fails to accept or take delivery of the Parts within 5 Business Days of the Supplier notifying the Customer that the Parts are ready, then except where such failure or delay is caused by a Force Majeure Event or by the Supplier’s failure to comply with its obligations under the Contract in respect of the Parts:
      1. delivery of the Parts shall be deemed to have been completed at 9.00 am on the sixth Business Day following the day on which the Supplier notified the Customer that the Parts were ready; and
      2. the Supplier shall store the Parts until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
    8. If 10 Business Days after the Supplier notified the Customer that the Parts were ready for delivery the Customer has not accepted or taken delivery of them, the Supplier may resell or otherwise dispose of part or all of the Parts.
    9. The Supplier may deliver the Parts by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
    10. The Customer shall, within 5 Business Days of the delivery of the Parts, give written notice of rejection to the Supplier on account of any defects in the Parts. Within 10 Business Days of delivery, the Customer must return any allegedly defective part of parts of Parts (unaltered and unrepaired) to the Supplier or as the Supplier directs at the Customer’s risk and expense.
    11. If the Customer fails to give notice as specified in clause 6.10 then the Customer shall be deemed to have accepted the delivery of the Parts in question and the Supplier shall have no liability to the Customer with respect to that delivery (except in relation to liability for any latent defects).
    12. If the liability in respect of the rejected Parts attaches to the Supplier under these Conditions, the Supplier shall at its option replace the defective Parts or refund the price of the defective Parts in full. Except as provided in this clause 6.12, the Supplier shall have no liability to the Customer in respect of the defective Parts.
  7. Quality of Parts
    1. The Supplier warrants that on delivery the Parts shall:
      1. conform in all material respects with their description; and
      2. be free from material defects in design, material and workmanship.
    2. The Supplier shall not be liable for the Parts’ failure to comply with the warranty in clause 7.1 if:
      1. the Customer makes any further use of such Parts after giving a notice in accordance with clause 6.10;
      2. the Parts are not installed by the Supplier;
      3. the defect arises because the Customer failed to follow the Supplier’s oral or written instructions or the written instructions of the relevant manufacturer of the Parts as to the storage, installation, commissioning, use or maintenance of the Parts or (if there are none) good trade practice;
      4. the Customer or any third party alters or repairs such Parts without the written consent of the Supplier;
      5. the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions;
      6. a failure, interruption or surge in electrical power; or
      7. the Parts differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory standards or comply with the Customer’s requirements.
    3. Except as provided in this clause 7, the Supplier shall have no liability to the Customer in respect of the Parts’ failure to comply with the warranty set out in clause 7.1 and all other warranties, conditions and other terms implied by statute or common law are, to be the fullest extent permitted by law, excluded from the Contract.
    4. The terms of these Conditions shall apply to any repaired or replacement Parts supplied by the Supplier under clause 6.12.
  8. Title and Risk
    1. The risk in the Parts shall pass to the Customer on completion of delivery.
    2. Title to the Parts shall not pass to the Customer until the Supplier has received payment in full (in cash or cleared funds) for:
      1. the Parts;
      2. any other parts that the Supplier has supplied to the Customer in respect of which payment has become due; and
      3. all other sums which become due to the Supplier from the Customer on any account.
    3. Until title to the Parts has passed to the Customer, the Customer shall:
      1. hold the Parts on a fiduciary basis as the Supplier’s bailee free from any charge, lien or other encumbrance;
      2. store the Parts separately from all other parts held by the Customer so that they remain readily identifiable as the Supplier’s property;
      3. not remove, deface or obscure any identifying mark or packaging on or relating to the Parts;
      4. maintain the Parts in satisfactory condition and keep them insured against all risks for their full price on the Supplier’s behalf from the date of delivery;
      5. notify the Supplier immediately if it becomes subject to any of the events listed in clause 14.1.2 to clause 14.1.11; and
      6. give the Supplier such information relating to the Parts as the Supplier may require from time to time, but the Customer may use the Parts in the ordinary course of its business.
    4. If before title to the Parts passes to the Customer the Customer becomes subject to any of the events listed in clause 14.1.2 to clause 14.1.11, or the Supplier reasonably believes that any such event is about to happen and notifies the Customer accordingly or if the Customer does not pay all outstanding amounts under a Contract when such amounts become due, then, provided the Parts have not been resold, or irrevocably incorporated into another product, and without limiting any other right or remedy the Supplier may have, the Supplier may at any time require the Customer to deliver up the Parts and, if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Parts are stored in order to recover them and the Customer grants an irrevocable licence to the Supplier to do so.
  9. Customer’s Obligations
    1. The Customer shall:
      1. ensure that the terms of the Order are complete and accurate;
      2. co-operate with the Supplier in all matters relating to the Services;
      3. provide the Supplier, its employees, agents, consultants and subcontractors, with access to the Customer’s premises and other facilities as reasonably required by the Supplier to provide the Services;
      4. provide the Supplier with such information and materials as the Supplier may reasonably require to supply the Services, and ensure that such information is accurate in all material respects
      5. prepare the Customer’s premises and any relevant equipment for the supply of the Services and ensure that the same are safe; and
      6. obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start.
    2. If the Supplier’s performance of any of its obligations in respect of the Services is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (the “Customer Default”):
      1. the Supplier shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays the Supplier’s performance of any of its obligations;
      2. the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this clause 9.2; and
      3. the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.
  10. Charges and Payment
    1. The price for Parts shall be the price set out in the Order or, if no price is quoted, the price set out in the Supplier’s published price list as at the date of delivery. The price of the Parts is exclusive of all costs and charges of packaging, insurance, transport of the Parts, which shall be paid by the Customer when it pays for the Parts.
    2. The charges for Services shall be on a time and materials basis:
      1. the charges shall be calculated in accordance with the Rates;
      2. the Rates (which are daily rates) are for each individual person and are calculated on the basis of an eight-hour day (standardly from 8.00 am to 5.00 pm) worked on Business Days;
      3. the Supplier shall be entitled to charge an overtime rate (as specified in the Rates) on a pro-rata basis for each part day or for any time worked by individuals whom it engages on the Services outside the hours referred to in clause 10.2.2; and
      4. the Supplier shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom the Supplier engages in connection with the Services including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by the Supplier for the performance of the Services, and for the cost of any materials.
    3. The Supplier reserves the right to:
      1. increase its Rates on 30 days written notice to the Customer; and
      2. increase the price of the Parts, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Parts to the Supplier that is due to:
        1. any increase in the wholesale price of the Parts;
        2. any factor beyond the control of the Supplier (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
        3. any request by the Customer to change the delivery date(s), quantities or types of Parts ordered; or
        4. any delay caused by any instructions of the Customer in respect of the Parts or failure of the Customer to give the Supplier adequate or accurate information or instructions in respect of the Parts.
    4. In respect of Parts, the Supplier shall invoice the Customer on or at any time after completion of delivery. In respect of Services, the Supplier shall invoice the Customer on or at any time after completion of the Services.
    5. The Customer shall pay each invoice submitted by the Supplier:
      1. within 28 days of the date of the invoice; and
      2. in full and in cleared funds to a bank account nominated in writing by the Supplier, and time for payment shall be of the essence of the Contract.
    6. All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services or Parts at the same time as payment is due for the supply of the Services or Parts.
    7. Without limiting any other right or remedy of the Supplier, if the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment (the “Due Date”), the Supplier shall have the right to charge interest on the overdue amount at the rate of 4 per cent per annum above the then current Natwest Bank plc’s base rate accruing on a daily basis from the Due Date until the date of actual payment of the overdue amount, whether before or after judgment, and compounding quarterly.
    8. The Customer shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Customer shall not be entitled to assert any credit, set-off or counterclaim against the Supplier in order to justify withholding payment of any such amount in whole or in part. The Supplier may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.
  11. Intellectual Property Rights
    1. All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by the Supplier.
    2. The Customer acknowledges that, in respect of any third party Intellectual Property Rights in the Services or the Parts, the Customer’s use of any such Intellectual Property Rights is conditional on the Supplier obtaining a written licence from the relevant licensor on such terms as will entitle the Supplier to license such rights to the Customer.
  12. Confidentiality
    A party (the “Receiving Party”) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other party (the “Disclosing Party”), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party’s business or its products or its services which the Receiving Party may obtain. The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party’s obligations under the Contract, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party. This clause 12 shall survive termination of the Contract.
  13. Limitation of Liability: THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
    1. Nothing in these Conditions shall limit or exclude the Supplier’s liability for:
      1. death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
      2. fraud or fraudulent misrepresentation;
      3. breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);
      4. breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
      5. defective products under the Consumer Protection Act 1987.
    2. Subject to clause 13.1:
      1. the Supplier shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract ;
      2. the Supplier’s total liability for all loss or damage to the property or assets of the Customer arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed £500,000; and
      3. the Supplier’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the cost of the Parts and/or Services under the relevant Contract.
    3. The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and the terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
    4. This clause 13 shall survive termination of the Contract.
  14. Termination
    1. Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if:
      1. the other party commits a material breach of its obligations under this Contract and (if such breach is remediable) fails to remedy that breach within 10 days after receipt of notice in writing of the breach;
      2. the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
      3. the other party 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;
      4. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the other party (being a company);
      5. the other party (being an individual) is the subject of a bankruptcy petition or order;
      6. a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
      7. an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (being a company);
      8. a floating charge holder over the assets of the other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
      9. a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
      10. any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 14.1.2 to clause 14.1.9 (inclusive); or
      11. the other party suspends, threatens to suspend, ceases or threatens to cease to carry on, all or substantially the whole of its business.
    2. Without limiting its other rights or remedies, the Supplier may terminate the Contract:
      1. by giving the Customer 1 months written notice;
      2. with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Contract on the due date for payment.
    3. The Customer may terminate the Contract by giving the Supplier not less than 3 months’ written notice.
    4. Without limiting its other rights or remedies, the Supplier shall have the right to suspend the supply of Services or all further deliveries of Parts under the Contract or any other contract between the Customer and the Supplier if:
      1. the Customer fails to make pay any amount due under this Contract on the due date for payment; or
      2. the Customer becomes subject to any of the events listed in clause 14.1.2 to clause 14.1.11, or the Supplier reasonably believes that the Customer is about to become subject to any of them.
  15. Consequences of Termination
    On termination of the Contract for any reason:
    1. the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has yet been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt;
    2. the Customer shall return all of the Parts which have not been fully paid for. If the Customer fails to do so, then the Supplier may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract;
    3. 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 or expiry; and
    4. clauses which expressly or by implication have effect after termination shall continue in full force and effect.
  16. General
    1. Force majeure:
      1. For the purposes of this Contract, a “Force Majeure Event” means an event beyond the reasonable control of the Supplier including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the party or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
      2. The Supplier shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
      3. If the Force Majeure Event prevents the Supplier from providing any of the Services and/or Parts for more than 8 weeks, the Supplier shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Customer.
    2. Assignment and subcontracting:
      1. The Supplier may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party.
      2. The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
    3. Notices:
      1. Any notice or other communication required to be given to a party under or in connection with this Contract shall be in writing and shall be delivered to the other party personally or sent by prepaid first-class post, recorded delivery or by commercial courier, at its registered office (if a company) or (in any other case) its principal place of business, or sent by fax to the other party’s main fax number or sent by email to the email address agreed between the parties for such purposes.
      2. Any notice or other communication shall be deemed to have been duly received if delivered personally, when left at such addressor, if sent by prepaid first-class post or recorded delivery, at 9.00 am on the second Business Day after posting, or if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed, or if sent by fax or email, on the next Business Day after transmission.
      3. This clause 16.3 shall not apply to the service of any proceedings or other documents in any legal action.
    4. Waiver and cumulative remedies:
      1. A waiver of any right under the Contract is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
      2. Unless specifically provided otherwise, rights arising under the Contract are cumulative and to not exclude rights provided by law.
    5. Severance:
      1. If a court or any other competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.
      2. If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
    6. No partnership: 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 another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.
    7. Third parties: A person who is not a party to the Contract shall not have any rights under or in connection with it.
    8. Variation: The Supplier reserves the right to vary these Conditions from time to time on 30 days written notice to the Customer, including the introduction of additional terms and conditions to the contract.
    9. Governing law and jurisdiction: This 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, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.