1. 1.1 In these Conditions:
    1. (a) “Buyer” means the customer buying the Products;
    2. (b) “Contract” means any contract between the Buyer and the Seller for the sale of the Products and/or provision of the Services, incorporating these Conditions (including any acknowledgement of order or order form accepted by the Seller under Condition 2.1);
    3. (c) “Liability” means liability arising out of or in connection with the Contract, whether in contract, tort, misrepresentation, restitution, under statute or otherwise, including any liability arising from a breach of, or a failure to perform or defect or delay in performance of, any of that party’s obligations under the Contract and/or any defect in any of the Products, in each case howsoever caused including if caused by negligence;
    4. (d) “Products” means the shrink wrap and stretch film sold by the Seller under the Contract and, where supplied by the Seller, the Warranted Products;
    5. (e) “Seller” means Shrink 1st Limited;
    6. (f) “Services” means the maintenance service for Warranted Products and/or demonstration services demonstrating the use of the Products provided by the Seller;
    7. (g) “United Kingdom” means Great Britain, Northern Ireland, the Isle of Man and the Channel Islands;
    8. (h) “Warranted Products” means the shrink guns and stretch machines sold by the Seller under the Contract; and
    9. (i) “in Writing” means by way of letter, facsimile transmission, email or the contact form on www.shrink1st.co.uk.
    1. 2. AGREEMENT
    2. 2.1 These Conditions, along with any acknowledgement of order from, or order form accepted by, the Seller contain the entire agreement between the Seller and the Buyer and will apply to the exclusion of any other documents (including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification or other documents) and any terms and conditions which may otherwise be implied by trade, custom, practice or course of dealing.
    3. 2.2 Any variation to these Conditions shall have no effect unless expressly agreed in Writing, referring specifically to the Contract and executed by a duly authorised representative of the Seller.
    4. 2.3 Any quotation or estimate made by the Seller is given subject to these Conditions and will constitute an invitation to treat and not an offer. Without prejudice to the Seller’s right not to accept an order, quotations will be valid for seven (7) days from date of issue.
    5. 2.4 Each order for Products and/or Services by the Buyer shall be deemed to be an offer by the Buyer to purchase the Products and/or Services subject to these Conditions. A Contract for the Products and/or Services (as applicable) will be formed when the Seller accepts the Buyer’s order. No order placed by the Buyer shall be deemed to be accepted by the Seller until a written acknowledgement of order is issued by the Seller or (if earlier) the Seller commences performance of the Services or delivery of the Products to the Buyer (whichever is the earlier). Any order shall be accepted entirely at the discretion of the Seller.
    6. 2.5 Nothing contained in the Contract shall place any obligation on the Seller to sell any products to the Buyer other than those set out in a Contract.
    7. 2.6 The Seller reserves the right without liability to the Buyer to make any changes in the design, finish or specification (as applicable) of the Products or Services which are required to conform with any health or safety or legal requirements or which do not materially affect the quality or performance of the Products and/or Services.
    8. 2.7 The Buyer can only cancel an order (or any part of an order) with the Seller’s prior agreement in Writing or under Condition 5.4. The Seller is not bound to agree to any such cancellation and may complete such order even if the Buyer purports to cancel it.
    10. 3.1 The quantity, quality, description of and any specification for the Products or Services shall be set out in the Seller’s acknowledgement of order or, in its absence, the Seller’s quotation.
    11. 3.2 All drawings, samples, descriptive or illustrative matter, specifications and advertising issued or published by the Seller and any descriptions, details or illustrations contained in the Seller’s catalogues or brochures or otherwise are issued or published for the sole purpose of giving an approximate idea of the Products or Services described in them and they will not form part of the Contract unless otherwise agreed in Writing by the Seller. The Contract is not a sale by sample.
    12. 3.3 The Seller’s employees or agents are not authorised to make any representations concerning the Products which are not made in any visual or written sales literature issued by the Seller unless these representations are 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.
    13. 3.4 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 Products which is not confirmed in Writing by the Seller is followed or acted upon by the Buyer entirely at the Buyer’s own risk.
    15. 4.1 Buyer shall pay the Seller for the Products and Services in accordance with this Condition 4. The Seller may invoice for the Products and/or Services and/or any additional costs set out in Condition 4.3 at any time following its acknowledgment of the Buyer’s order. Each invoice is payable by the Buyer in pounds sterling, in cleared funds, no later than thirty (30) days after the date of the invoice. Time for payment shall be of the essence.
    16. 4.2 Save as otherwise expressly provided in these Conditions or as required by law, the Buyer shall not be entitled to withhold, deduct or set-off payment to the Seller for any reason whatsoever.
    17. 4.3 All prices quoted are exclusive of value added tax (and any other similar or equivalent taxes, duties, fees and levies imposed from time to time by any government or other authority) (“VAT”) and the Contract price shall be such prices plus VAT and all costs and or charges in relation to packaging, labelling, loading, unloading, carriage freight, delivery and insurance.
    18. 4.4 The Seller reserves the right, by giving notice to the Buyer at any time before delivery or performance, to vary the price of the Products and/or Services to reflect any change in the cost to the Seller which is due to any factor beyond the control of the Seller (such as any change in the costs of labour, materials, or other costs of manufacture or supply), any change in the quantities of the Products or Services requested by the Buyer, any change in the delivery dates of the Products or Services requested by the Buyer, or any delay caused by any instructions of the Buyer or failure or delay of the Buyer to give the Seller adequate or accurate information or instructions.
    19. 4.5 Except where a price is stated to be “fixed” by the Seller on its written acceptance of the Buyer’s order, any price quoted by the Seller or comprised in the order or Contract is provisional only and the actual price to be paid by the Buyer shall be the Seller’s price set out in the Seller’s price list current at the date of delivery.
    20. 4.6 If:
    1. (a) any sum due from the Buyer to the Seller under the Contract or any other contract is not paid on or before the due date for payment; or
    1. (b) the Buyer shall have failed to take delivery of any Products; or
    2. (c) to the extent that the value of the Products and Services delivered but not paid for exceeds or if delivered would exceed the Buyer’s credit limit with the Seller (whether or not advised to the Buyer and whether or not payment is overdue) then all invoices then owing by the Buyer to the Seller shall become due and payable immediately and, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to:
    3. (i) cancel or suspend its performance of the Contract, in whole or part, until arrangements as to payment or credit have been established which are satisfactory to the Seller:
    4. (ii) appropriate payment is made by the Buyer to such of the Products or such of the Services (or any goods or services supplied under any other contract between the Buyer and the Seller) as the Seller may think fit;
    5. (iii) require the Buyer to pay for Products prior to their despatch or collection from the Seller;
    6. (iv) and/or
    7. (v) charge interest at the rate of two (2) per cent  per annum above the base libor from the due date for payment until the date of payment (whether before or after judgment), such interest to accrue on a daily basis for all overdue payments.
    1. 4.7 Each Contract shall be subject to the Seller being satisfied as to the Buyer’s credit status both prior to and during the period of the Contract. If the Seller becomes dissatisfied with the Buyer’s credit status, the Seller may suspend performance of the Contract in whole or in part until the Buyer satisfies the Seller as to the Buyer’s credit worthiness or gives the Seller such security as the Seller shall deem appropriate for the price of the Products and/or Services.
    2. 4.8 Following expiry or termination of the Contract, the Seller may invoice for the Products and/or Services and/or any additional costs in Condition 4.3 incurred which have not yet been invoiced and all invoices (including any invoices issued under this Condition) will become immediately due and payable by the Buyer.
    4. 5.1 Unless otherwise agreed in Writing by the Seller, delivery of the Products shall be made ex-works as defined in INCOTERMS 2010 at the Seller’s place of business as notified to the Buyer. Notwithstanding this Condition 5.1, the Seller may, at its discretion, arrange physical delivery of the Products to the address specified by the Buyer if the Buyer requires, at the Buyer’s cost.
    5. 5.2 Delivery of the Products and/or performance of the Services shall be effected by the Seller at the place specified in its acknowledgement of the Buyer’s order. Unless otherwise agreed in Writing by the Seller, the Seller may effect delivery by whatever means it deems appropriate and the Buyer shall be responsible for off-loading the Products. Delivery will be deemed to occur when the Products arrive at the delivery address. 
    6. 5.3 The Seller will use reasonable endeavours to deliver the Products or perform the Services by the date set out in the Seller’s order acknowledgment but any time or date for delivery or performance given by the Seller is an estimate only. Time for delivery of the Products or performance of the Services shall not be of the essence. If no time for delivery or performance is specified in the Contract, the Products shall be delivered or the Services performed within a reasonable time and the Buyer shall be bound to accept the Products and/or Services when they are ready for delivery or performance by the Seller.
    7. 5.4 If the Products have not been delivered under Condition 5.2 within 30 days from and including the delivery date set out in the order acknowledgment and the Seller fails to deliver those Products within 14 days of a written notice referring to this Condition 5.4 being given by the Buyer, the Buyer will be entitled to cancel the Contract by giving written notice to that effect to the Seller. If the Buyer exercises its right of cancellation the Seller will refund any monies the Buyer has already paid to the Seller under the Contract and the Buyer will not be required to pay any further monies to the Seller under the Contract.  Subject to Condition 13.2, the Seller’s sole Liability for its failure to deliver the Products will be limited to the price (exclusive of value added tax) paid by the Buyer in obtaining replacement goods of equivalent description and quality in the cheapest market available, less the price of the Products.
    8. 5.5 The Seller shall be entitled at its discretion to make delivery of the Products in instalments and to invoice the Buyer for each instalment individually. Where the Products are to be delivered in instalments, each instalment shall be treated as a separate Contract. No cancellation or termination of any one Contract relating to an instalment will give the Buyer the right to cancel or terminate any other Contract.
    9. 5.6 If for any reason the Buyer does not accept delivery of any of the Products when they are ready for delivery, or the Seller is unable to deliver the Products on time because the Buyer has not provided appropriate instructions, documents, licences or authorisations then the Products will be deemed to have been delivered and the Seller may:
    1. (a) arrange the storage of the Products until actual delivery or disposal under (b) below whereupon the Buyer will be liable for all related costs and expenses (including storage and insurance); or 
    1. (b) dispose of the Products, including by sale and (after deduction of all reasonable storage and selling expenses) charge the Buyer for any shortfall below the Contract price of the Products.
    1. 5.7 Notwithstanding Condition 6.5(a), the Seller will have no Liability for any delivery outside of the tolerance in Condition 5.8 or Products damaged in transit which do not conform with the warranties at Condition 6.1 at the time of delivery unless within three (3) days of delivery of the Products such shortfall or damage is confirmed in Writing at that time by the Buyer to the Seller.
    2. 5.8 If the Seller delivers to the Buyer a quantity of Products of up to ten per cent (10%) more or less than the quantity ordered by the Buyer, the Buyer shall not be entitled to object to or reject the Products or any of them by reason of the surplus or shortfall and shall pay for the Products delivered at the pro rata Contract rate.
    4. 6.1 Subject to Conditions 6.4 and 6.5, the Seller warrants that save as otherwise provided in these Conditions, including in Condition 2.6, (a) the Products will conform with the Contract specification in all material respects and, where the Seller has agreed in Writing, that the Products will be reasonably fit for the purpose which the Buyer has specified (b) the Products will be free from material defects in design, materials or workmanship and (c) the Services will be performed with reasonable care and skill.
    5. 6.2 If the Buyer establishes to the Seller’s reasonable satisfaction that there is a breach of any of the warranties in Condition 6.1 then the Seller’s only Liability shall be, at its sole discretion and within a reasonable time, in respect of the affected Products or Services to:
    1. (a) repair or make good such defect or failure in such Products free of charge to the Buyer;
    1. (b) replace such Products with Products which are in accordance with the Contract or re-perform such Services; or
    2. (c) issue a credit note to the Buyer in respect of the whole or part of the Contract price of such Products or Services as appropriate having taken back such Products or materials relating to such Services.
    1. 6.3 The Buyer’s only remedy for breach of Condition 6.2 will be in damages.
    2. 6.4 The Seller shall not have any Liability for:
    1. (a) adverse effects resulting from the application to the Products of any process, operation or treatment unless specifically recommended by the Seller; nor
    1. (b) any products, including any goods in respect of which the Products are used, which have been processed or damaged in any way by the Buyer; nor
    2. (c) any defects in products, including any goods in respect of which the Products are used, which have not been properly used, maintained or stored by the Buyer; nor
    3. (d) fair wear and tear of the Products.
    1. 6.5 The Seller will not have any Liability under Condition 6.1 to the Buyer unless the Buyer:
    1. (a) notifies the Seller in Writing of the alleged defect within fourteen (14) days of the time when the Buyer discovers or ought to have discovered the defect and in any event within twelve (12) months of the delivery of the Products or within three (3) months of performance of Services, or such other periods as agreed by the Seller in Writing; and
    1. (b) affords the Seller a reasonable opportunity to inspect the relevant Products or the location at which the Services were performed or, at the Seller’s option, return to the Seller at the Buyer’s cost the relevant Products or such other materials involved in the Services.
    1. 6.6 The Seller may at its discretion recall any Products already sold by the Seller to the Buyer (whether for a refund or credit or for replacement of the Products which shall in each case by undertaken by the Seller) and/or issue any written or other notification to the Buyer about the manner of use or operation of any Products already sold by the Buyer to its buyers and/or offer to re-perform Services previously provided.
    2. 6.7 The warranties under Condition 6.1 will apply to any Products or Services which are repaired, replaced or re-performed under Condition 6.2 for the remainder of the warranty period in Condition 6.5(a) which applies to the replaced or repaired Products or the re-performed Services (as applicable).
    3. 6.8 The warranties set out in these Conditions are the only warranties which shall be given by the Seller and all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
    5. 7.1 The Buyer shall undertake its own risk assessment before operating or using the Products, including where the Products are provided under a Contract which includes any demonstrations by the Seller to the Buyer on how to use the Products.
    6. 7.2 The Buyer should satisfy itself that the persons responsible for the storage, application, installation, use, repair or maintenance of any Products supplied by the Seller have all the information required on health and safety. The Seller shall have no Liability to the Buyer in respect of a breach of the user instructions or any applicable health and safety legislation or any regulations, orders or directions made pursuant to such health and safety legislation in force from time to time or under any directive, regulation, order or other instrument relating to health and safety where such exclusion of liability is permitted by law.
    7. 7.3 The Buyer shall comply at all times with the operating manuals, all written instructions and guidelines issued from time to time attached to the Products concerning their storage, application, installation, repair, maintenance and use. The Buyer shall refer its employees and its buyers to such operating manuals, instructions and guidelines and guidance.
    9. 8.1 Risk of damage to or loss of the Products will pass to the Buyer on delivery.
    10. 8.2 Full legal, beneficial and equitable title to and property in the Products shall remain vested in the Seller (even where they have been delivered and risk has passed to the Buyer) until:
    1. (a) payment in full, in cash or cleared funds, for all sums in respect of the Products has been received by the Seller; and
    1. (b) all other money payable by the Buyer to the Seller on any other account or under any Contract has been received by the Seller.
    1. 8.3 Until full legal, beneficial and equitable title to and property in the Products passes to the Buyer:
    1. (a) the Buyer shall hold the Products on a fiduciary basis as the Seller’s bailee;
    1. (b) the Buyer shall store the Products, at no charge to the Seller, at its premises in a proper manner in conditions which adequately protect and preserve the Products and shall insure them, without any charge to the Seller, and not tamper with any identification upon the Products or their packaging and shall ensure that they are stored separately from any other Products (whether or not supplied by the Seller) and are clearly identifiable as belonging to the Seller. The Seller shall be entitled to examine any such Products in storage at any time during normal business hours upon giving the Buyer reasonable notice of its intention to do so;
    2. (c) the Buyer shall maintain the Products in satisfactory condition;
    3. (d) the Seller may at any time, on demand and without prior notice, require the Buyer to deliver the Products up to the Seller and the Seller may repossess and resell the Products if any of the events specified in Condition 10 occurs or if any sum due to the Seller from the Buyer under the Contract or on any other account or under any other contract is not paid when due;
    4. (e) for the purposes of this Condition 8, the Buyer will ensure that the Seller, its employees, agents and sub-contractors will be entitled to an irrevocable licence for free and unrestricted access to any premises owned, occupied or controlled by the Buyer and/or any other location where any of the Products are situated at any time without prior notice;
    5. (f) the Seller shall be entitled to maintain an action against the Buyer for the price of the Products notwithstanding that legal, equitable and beneficial title to and property in the Products has not passed to the Buyer; and
    6. (g) the Seller hereby authorises the Buyer to use and/or sell the Products in the normal course of the Buyer’s business provided that such sales will be effected at full market value and any such sale will be a sale of the Buyer’s property on its own behalf and the Buyer will deal as principal when making such a sale. This right shall automatically cease immediately on the occurrence of any event set out in Condition 10 and/or if any sum owed to the Seller by the Buyer is not paid when due and/or if the Contract expires or terminates for any reason. If the Buyer sells the Products prior to paying the full price thereof the Buyer shall hold the proceeds of sale as represents the amount owed by the Buyer to the Seller on trust for the Seller and shall account to the Seller accordingly. At the Seller’s request, the Buyer shall assign to the Seller all claims that the Buyer may have against purchasers of the Products from the Buyer.
    1. 8.4 Where the Seller is unable to determine whether any goods are the Products in respect of which the Buyer’s right to possession, use and resale has terminated, the Seller will be deemed to have sold all goods of the kind sold by the Seller to the Buyer in the order in which they were invoiced to the Buyer. 
    2. 8.5 If the Buyer’s right to possession, use and resale of the Products terminates, the Seller will be entitled to issue the Buyer with a credit note for all or any part of the price of the Products together with VAT thereon.
    3. 8.6 The Seller’s rights contained in this Condition 8 will survive expiry or termination of the Contract however arising.
    5. 9.1 Where the Seller is to perform Services at the Buyer’s premises, the Buyer shall procure safe access to the premises and the provision of adequate facilities and supplies for the Seller’s employees or agents in accordance with the demands of any applicable legislation and as the Seller shall reasonably require.
    6. 9.2 The Services will be deemed to be completed and the Seller permitted to invoice for the relevant element of the price to be due and payable:
    1. (a) when the Seller issues a written notice to the Buyer confirming such completion; or
    1. (b) if the Seller is available to perform the Services but is prevented from doing so by reason of:
    2. (i) the lack of relevant assistance from the Buyer; and/or
    3. (ii) the condition of the Buyer’s premises or the site at which the Services are to be provided and/or the facilities, and/or the services available, therein at the time agreed for the provision of the Services.
    1. 10. BREACH
    2. 10.1 If the Buyer:
    1. (a) commits any breach of its obligations to the Seller hereunder; or 
    2. (b) has a receiver, administrator or provisional liquidator appointed; is subject to a notice of intention to appoint an administrator; passes a resolution for its winding-up (save for the purpose of a solvent restructuring); has a winding up order made by a court in respect of it; enters into any composition or arrangement with creditors (other than relating to a solvent restructuring) or ceases to carry on business; or has any steps or actions taken in connection with any of these procedures, or suffers or undergoes any procedure analogous to those above in any jurisdiction,

then in any such case, the Seller shall immediately become entitled (without prejudice to its other claims and rights) to suspend further performance of this Contract for such time as it shall in its absolute discretion think fit or (whether or not notice of such suspension shall have been given) to forthwith terminate the Contract. The Seller will notify the Buyer of the exercise of its option to suspend or terminate this Contract within a reasonable time of its becoming aware of the act or default on the Buyer’s part giving rise to the Seller’s rights under this Condition.

    1. 10.2 Following expiry or termination of the Contract any Conditions which expressly or impliedly continue to have effect after expiry or termination of the Contract will continue in force and all other rights and obligations will immediately cease without prejudice to any rights, obligations, claims (including claims for damages for breach) and liabilities which have accrued prior to the date of expiry or termination.
    3. 11.1 The Buyer shall keep and procure to be kept secret and confidential all information belonging to the Seller disclosed or obtained as a result of the relationship of the parties under the Contract and shall not use nor disclose the same save as strictly necessary for the purposes of the proper performance of the Contract or with the prior written consent of the Seller.
    4. 11.2 The obligations of confidentiality in this Condition 11 shall not extend to any information which the Buyer can show:
    1. (a) is in, or has become part of, the public domain other than as a result of a breach of the obligations of confidentiality under the Contract;
    1. (b) was in its written records prior to the date of the Contract and not subject to any confidentiality obligations;
    2. (c) was independently disclosed to it by a third party entitled to disclose the same; or
    3. (d) is required to be disclosed under any applicable law, or by order of a court or governmental body or authority of competent jurisdiction.
    1. 12. FORCE MAJEURE 
    2. 12.1 The Seller reserves the right to suspend or terminate the Contract in whole or in part (without Liability to the Buyer) forthwith on written notice to the Buyer if the Seller is prevented from or delayed in the carrying on of its business or its obligations under the Contract due to an event or circumstance beyond the reasonable control of the Seller. 
    3. 12.2 The Seller will not be in breach of the Contract or otherwise liable to the Buyer for any failure to perform or delay in performing its obligations under the Contract to the extent that such failure or delay is due to any event or circumstance beyond the Seller’s reasonable control.
    4. 13. LIABILITY 

Your attention is particularly drawn to this Condition.

    1. 13.1 These Conditions set out the entire Liability of the Seller (including any Liability for the acts or omissions of its sub-contractors and any member of its group) in respect of any breach of these Conditions or the Contract.
    2. 13.2 Nothing in these Conditions shall exclude or limit either party’s Liability to the other for:
          1. (a) death or person injury caused by its negligence or the negligence of a person for whom it is vicariously liable (negligence being as defined in Section 1(1) Unfair Contract Terms Act 1977);
          2. (b) its, or a person’s for whom it is vicariously liable, fraud or fraudulent misrepresentation;
          3. (c) breach of its obligations under Section 12 Sale of Goods Act 1979;
          4. (d) breach of its obligations under Section 2 Supply of Goods and Services Act 1982; or
          5. (e) any matter for which it is not permitted by law to exclude or limit, or to attempt to exclude or limit, its liability.
    3. 13.3 Any of the Seller’s Liability which falls within Condition 13.2 will not be taken into account in assessing whether the financial limit in Condition 13.5 has been reached.
    4. 13.4 Subject to Condition 13.2, the Seller shall not be liable for any:
          1. (a) loss of anticipated or actual profits (whether direct, indirect or consequential);
          2. (b) loss of anticipated savings or loss or margin (in each case whether direct, indirect or consequential);
          3. (c) loss of revenue, loss of production or loss of business (in each case whether direct, indirect or consequential);
          4. (d) loss of goodwill, loss of reputation or loss of opportunity (in each case whether direct, indirect or consequential);
          5. (e) liability that the Buyer has to any third parties (whether direct, indirect or consequential); or 
          6. (f) indirect, special or consequential loss or damage.
    5. 13.5 Subject to Conditions 13.1 – 13.4 above, the total aggregate Liability of the Seller shall in no event exceed the price of the affected Products and any related Services.
    6. 13.6 Subject to Condition 13.2, the Seller’s entire Liability for any non-delivery or delay in the delivery of the Products (even if caused by the Seller’s negligence) will be as set out in Condition 5.4 and the Seller will have no other Liability for any such non-delivery, failed delivery or delayed delivery.
    7. 13.7 Nothing in this Condition 13 will prevent or restrict the right of either party to seek injunctive relief or specific performance or other discretionary remedies of the court.
    9. 14.1 The Buyer shall not be entitled to assign, charge, hold on trust, subcontract or transfer the Contract or any part of it without the prior consent of the Seller in Writing. The Seller may assign, charge, hold on trust, subcontract or transfer the Contract or any part of it to any person.
    10. 14.2 No person who is not a party to the Contract save for any group company of the Seller (including any employee, officer, agent, representative or sub contractor of the Seller) shall have the right (whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise) to enforce any provisions of the Contract.
    11. 15. NOTICES
    12. 15.1 All notices between the parties about this Contract must be in Writing and delivered by hand or sent by pre-paid first class post to the relevant party’s registered office, principal place of business or the address stated in this Contract. 
    13. 16. GENERAL
    14. 16.1 In these Conditions any words following the words “include”, “includes”, “including”, “in particular” or any similar words or expressions will be construed without limitation and accordingly will not limit the meaning of the words preceding them.
    15. 16.2 Nothing in the Contract shall be deemed to have given the Buyer a licence or any other right to use any intellectual property rights of the Seller save that the Buyer may use the Seller’s intellectual property rights in the Products and Services solely to the extent necessary to use the Products and Services for the purpose for which they were supplied.
    16. 16.3 Nothing in the Contract shall create, or be deemed to create a partnership or joint venture or relationship of employer and employee or principal and agent between the parties or give either party authority to act as the agent of or in the name of or on behalf of the other party or to bind the other party or to hold itself out as being entitled to do so.
    17. 16.4 The rights and remedies of either party in respect of the Contract shall not be diminished, waived or extinguished by the granting of any indulgence, forbearance or extension of time granted by such party to the other nor by any failure of, or delay by the said party in ascertaining or exercising any such rights or remedies.
    18. 16.5 If at any time any of these Conditions are held to be or becomes void or otherwise unenforceable for any reason under any applicable law, the same shall be deemed omitted from the Contract and the validity and/or enforceability of the remaining provisions of the Contract shall not in any way be affected or impaired as a result of that omission.
    19. 16.6 The Seller’s rights and remedies set out in these Conditions are in addition to and not exclusive of any rights and remedies provided by law.
    20. 16.7 The Contract constitutes the entire agreement between the parties and supersedes any prior agreement or arrangement in respect of its subject matter and:

(a) neither party has entered into the Contract in reliance upon, and it will have no remedy in respect of, any misrepresentation, representation or statement (whether made by the other party or any other person) which is not expressly set out in the Contract;

(b) the only remedies available for any misrepresentation or breach of any representation or statement which was made prior to entry into the Contract and which is expressly set out in the Contract will be for breach of contract; and

(c) nothing in this Condition 16.7 will be interpreted or construed as limiting or excluding the liability of any person for fraud or fraudulent misrepresentation.

    1. 16.8 This Contract shall be interpreted exclusively accordingly to the laws of England and governed by the exclusive jurisdiction of the English courts.