Terms & Conditions

 1. INTERPRETATION 
1.1 Definitions. In these Conditions, the following definitions apply: 
Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business. 
Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 14.6. 
Contract: the contract between the Supplier and the Customer for the supply of the Goods in accordance with these Conditions. 
Customer: the person or firm who purchases the Goods from the Supplier. 
Deliverables: the deliverables set out in the Order. 
Force Majeure Event: has the meaning given in clause 13. 
Goods: the goods (or any part of them) set out in the Order. 
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world. 
Order: the Customer’s order for the Goods, as set out in the Customer’s purchase order, communicated either in writing, orally or by email, facsimile or telephone, and in all cases accompanied by an official order number. 
Specification: any specification for the Goods, including any related plans and drawings, that is agreed in writing by the Customer and the Supplier. 
Supplier: MPT Technical Services Limited (registered in England and Wales with company number 08920268). 
Supplier Materials: has the meaning set out in clause 8.1(b). 
1.2 Construction. In these Conditions, the following rules apply: 
(a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality). 
(b) A reference to a party includes its personal representatives, successors or permitted assigns. 
(c) A reference to a statute or statutory provision is a reference to such statute or 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. 
(d) 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. 
(e) A reference to writing or written includes faxes. 

2. BASIS OF CONTRACT 
2.1 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. In the event of any conflict between these Conditions and the terms of any Supplier quotation, the Supplier’s quotation shall prevail. 
2.2 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. To be valid, the Order must be accompanied by an official order number. The Customer is responsible for ensuring that the terms of the Order and any applicable Specification are complete and accurate. 
2.3 The Order shall only be deemed to be accepted when the Supplier issues a written acceptance of the Order, at which point the Contract shall come into existence. 
2.4 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Supplier which is not set out in the Contract. 
2.5 Any samples, drawings, descriptive matter, or advertising produced by the Supplier and any descriptions or illustrations contained in the Supplier’s catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract or have any contractual force. 2 
2.6 Any quotation given by the Supplier shall not constitute an offer. A quotation shall only be valid for a period of thirty days from its date of issue. 

3. GOODS 
3.1 The Goods are described in the Specification. 
3.2 To the extent that the Goods are to be manufactured in accordance with a Specification supplied by the Customer, the Customer shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by the Supplier in connection with any claim made against the Supplier for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with the Supplier’s use of the Specification. This clause 3.2 shall survive termination of the Contract. 
3.3 The Supplier reserves the right to amend the Specification if required by any applicable statutory or regulatory requirements. 

4. DELIVERY OF GOODS 
4.1 The Supplier shall ensure that: 
(a) each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, all relevant Customer and Supplier reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and 
(b) if the Supplier requires the Customer to return any packaging materials to the Supplier, that fact is clearly stated on the delivery note. The Customer shall make any such packaging materials available for collection at such times as the Supplier shall reasonably request. Returns of packaging materials shall be at the Supplier’s expense. 
4.2 The Supplier shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after the Supplier notifies the Customer that the Goods are ready. 
OR 
The Customer shall collect the Goods from the Supplier’s premises at Unit 8, Ball Mill Top Business Park, Worcester WR2 6PD or such other location as may be advised by the Supplier prior to delivery (Delivery Location) within 3 Business Days of the Supplier notifying the Customer that the Goods are ready.] 
4.3 Delivery of the Goods shall be completed on the Goods’ arrival at the Delivery Location OR on the completion of loading of the Goods at the Delivery Location. 
4.4 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods. 
4.5 If the Supplier fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods. 
4.6 If the Customer fails to take OR accept delivery of the Goods within three Business Days of the Supplier notifying the Customer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or the Supplier’s failure to comply with its obligations under the Contract: 
(a) delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day after the day on which the Supplier notified the Customer that the Goods were ready; and 
(b) the Supplier shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance). 
4.7 If 10 Business Days after the day on which the Supplier notified the Customer that the Goods were ready for delivery the Customer has not taken OR accepted delivery of them, the Supplier may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods. 
4.8 The Customer shall not be entitled to reject the Goods if the Supplier delivers up to and including 5% more or less than the quantity of Goods ordered, but a pro rata adjustment shall be made to the Order invoice on receipt of notice from the Customer that the wrong quantity of Goods was delivered. 3 
4.9 The Supplier may deliver the Goods 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. 

5. QUALITY 
5.1 The Supplier warrants that on delivery, and (in respect of the particular Goods to which a manufacturer’s warranty applies) for the warranty period specified in clause 5.1A, if any, the Goods shall: 
(a) conform in all material respects with the Specification; 
(b) be free from material defects in design, material and workmanship; and 
(c) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and 
(d) be fit for any purpose held out by the Supplier. 
5.1A The Supplier shall use reasonable endeavours to pass to the Customer on delivery the benefit of any unexpired portion of any manufacturer’s warranty pertaining to the Goods. 
5.2 Subject to clause 5.3, if: 
(a) the Customer gives notice in writing to the Supplier (where there is no unexpired manufacturer’s warranty period in excess of 14 days in respect of the Goods as stipulated in clause 5.1A) within 14 days of delivery, or (where there is such an unexpired manufacturer’s warranty period) no later than the expiry of the said warranty period, that some or all of the Goods do not comply with the warranty set out in clause 5.1; 
(b) the Supplier is given a reasonable opportunity of examining such Goods; and 
(c) the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier’s place of business at the Customer’s cost, 
the Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full. 
5.3 The Supplier shall not be liable for Goods’ failure to comply with the warranty set out in clause 5.1 in any of the following events: 
(a) the Customer makes any further use of such Goods after giving notice in accordance with clause 5.2; 
(b) the defect arises because the Customer failed to follow the Supplier’s oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same; 
(c) the defect arises as a result of the Supplier following any drawing, design or Specification supplied by the Customer; 
(d) the Customer alters or repairs such Goods without the written consent of the Supplier; 
(e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or 
(f) the Goods differ from the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements. 
5.4 Except as provided in this clause 5, the Supplier shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in clause 5.1. 
5.5 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract. 
5.6 These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier. 

6. TITLE AND RISK 
6.1 The risk in the Goods shall pass to the Customer on completion of delivery. 
6.2 Title to the Goods shall not pass to the Customer until the earlier of: 
(a) the Supplier receives payment in full (in cash or cleared funds) for the Goods and any other goods that the Supplier has supplied to the Customer in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums; and 
(b) the Customer resells the Goods, in which case title to the Goods shall pass to the Customer at the time specified in clause 6.4. 4 
6.3 Until title to the Goods has passed to the Customer, the Customer shall: 
(a) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier’s property; 
(b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods; 
(c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery; 
(d) notify the Supplier immediately if it becomes subject to any of the events listed in clause 11.2; and 
(e) give the Supplier such information relating to the Goods as the Supplier may require from time to time. 
6.4 Subject to clause 6.5, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before the Supplier receives payment for the Goods. However, if the Customer resells the Goods before that time: 
(a) it does so as principal and not as the Supplier’s agent; and 
(b) title to the Goods shall pass from the Supplier to the Customer immediately before the time at which resale by the Customer occurs. 
6.5 If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 11.2, then, without limiting any other right or remedy the Supplier may have: 
(a) the Customer’s right to resell the Goods or use them in the ordinary course of its business ceases immediately; and 
(b) the Supplier may at any time: 
(i) require the Customer to deliver up all Goods in its possession which have not been resold, or irrevocably incorporated into another product; and 
(ii) if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them. 

7. CUSTOMER PREPARATION 
7.1 Where the Supplier undertakes the installation, maintenance, repair or testing of any products or materials, the Customer shall at its own expense provide such layout and other drawings and information, and such power, compressed air, water or other facilities as the Supplier may require and charges and costs in connection with such work and provision shall be borne by the Customer. 

8. CUSTOMER’S OBLIGATIONS 
8.1 The Customer shall: 
(a) ensure that the terms of the Order and (if submitted by the Customer) the Specification are complete and accurate; 
(b) keep and maintain all materials, equipment, documents and other property of the Supplier (Supplier Materials) at the Customer’s premises in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to the Supplier, and not dispose of or use the Supplier Materials other than in accordance with the Supplier’s written instructions or authorisation. 

9. PRICE AND PAYMENT 
9.1 The price for Goods 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 Goods is exclusive of all costs and charges of packaging, insurance, transport of the Goods, which shall be paid by the Customer when it pays for the Goods. 
9.2 The Supplier reserves the right to: 
(a) increase the price of the Goods, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Goods to the Supplier that is due to: 
(i) 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); 
(ii) any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Goods Specification; or 
(iii) any delay caused by any instructions of the Customer in respect of the Goods or failure of the Customer to give the Supplier adequate or accurate information or instructions in respect of the Goods. 
9.3 In respect of Goods, the Supplier shall invoice the Customer on or at any time after completion of delivery. 5 
9.4 The Customer shall pay each invoice submitted by the Supplier: 
(a) By the end of the month following the month the invoice was dated; and 
(b) 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. 
9.5 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 Goods at the same time as payment is due for the supply of the Goods. 
9.6 If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 4% per annum above HSBC Bank’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount. 
9.7 The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding except as required by law. 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. 

10. INTELLECTUAL PROPERTY RIGHTS 
10.1 All Supplier Materials (including any Intellectual Property Rights therein) are the exclusive property of the Supplier. 

11. TERMINATION AND SUSPENSION 
11.1 If the Customer becomes subject to any of the events listed in clause 11.2, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer. 
11.2 For the purposes of clause 11.1, the relevant events are: 
(a) the Customer 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 or limited liability partnership) 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; 
(b) the Customer 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 the Customer is a company) where these events take place for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer; 
(c) (being a company) 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 Customer, other than for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer; 
(d) (being a company) 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 Customer; 
(e) (being a company) the holder of a qualifying floating charge over the Customer’s assets has become entitled to appoint or has appointed an administrative receiver; 
(f) a person becomes entitled to appoint a receiver over the Customer’s assets or a receiver is appointed over the Customer’s assets; 
(g) (being an individual) the Customer is the subject of a bankruptcy petition or order; 
(h) a creditor or encumbrancer of the Customer 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; 
(i) any event occurs, or proceeding is taken, with respect to the Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 11.2(a) to clause 11.2(f) (inclusive); 
(j) the Customer suspends, threatens to suspends, ceases or threatens to cease to carry on all or a substantial part of its business; 
(k) the Customer’s financial position deteriorates to such an extent that in the Supplier’s opinion the Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; and 
(l) (being an individual) the Customer dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation. 6 
11.3 Without limiting its other rights or remedies, the Supplier may suspend provision of the Goods under the Contract or any other contract between the Customer and the Supplier if the Customer becomes subject to any of the events listed in clause 11.2(a) to clause 11.2(l), or the Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment. 
11.4 On termination of the Contract for any reason: 
(a) the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest; 
(b) the Customer shall return all of the Supplier Materials and any Deliverables 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; 
(c) 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 
(d) clauses which expressly or by implication have effect after termination shall continue in full force and effect. 
11.5 Termination of the Contract, however arising, shall not affect any of the parties’ rights, remedies, obligations and liabilities that have accrued as at termination. 
11.6 Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect. 

12. LIMITATION OF LIABILITY AND INDEMNITIES 
12.1 Nothing in these Conditions shall limit or exclude the Supplier’s liability for: 
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable); 
(b) fraud or fraudulent misrepresentation; 
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979; 
(d) defective products under the Consumer Protection Act 1987; or 
(e) any matter in respect of which it would be unlawful for the Supplier to exclude or restrict liability. 
12.2 Subject to clause 12.1: 
(a) 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; and 
(b) 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 lesser of 100% of the price of the Goods or twenty five thousand pounds (£25,000) Sterling. 
12.3 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. 
12.4 The Customer shall indemnify the Supplier, its agents and employees (on whose behalf the Supplier contracts for this purpose) against all claims by and loss and damage to any other person, firm or company or property directly or indirectly connected with the acquisition, sale, use, operation or possession of any Goods supplied or agreed to be supplied by the Supplier under the Contract (whether such claim, loss or damage arises form breach of contract or of third party rights or by or from negligence of the Supplier, its employees, suppliers, sub-contractors or agents or otherwise) to the extent to which such claims shall, with the liabilities (if any) referred to in clause 12.2(b), exceed in the aggregate the lesser of 100% of the price of the Goods or twenty five thousand pounds (£25,000) Sterling arising out of any one occurrence, and such indemnity shall continue in force in relation to the subject matter of the Contract notwithstanding that the parties’ remaining obligations under the Contract shall have been discharged or otherwise terminated. 
12.5 Where the Supplier supplies Goods for a customer not dealing as a consumer to that Customer’s specifications (whether or not such specifications are incorporated in whole or in part into the Goods Specification or Service Specification) the Supplier shall have no liability for defects derived in whole or in part from any specification given by or on behalf of the Customer, and the Customer shall indemnify the Supplier against all actions, costs, claims, demands and liabilities arising from compliance with the Customer’s specifications. 
12.6 The Customer shall be responsible for compliance with all statutory requirements and third party rights in connection with the installation and use by the Supplier of products and materials instructed by the Customer and shall indemnify the Supplier accordingly. 
12.7 The benefit of each warranty given by the Supplier pursuant to this Agreement shall apply only to the Supplier’s original Customer. 7 
12.8 The Supplier offers no warranty in respect of Goods supplied by its sub-contractors (except as may in relation to a particular Good or Service be specifically given in writing by the Supplier or specifically contained in written special warranty terms on which the Good or Service is promoted) and all conditions, warranties and guarantees implied by common law, statute, trade, custom or otherwise in relation thereto are hereby expressly excluded to the maximum extent allowed by law, but the Supplier will (where the Supplier deems it appropriate and practicable to do so) assist the Customer to obtain the benefits of such warranties and other related rights as are available to first users of manufactured Goods factored by the Supplier but not of the Supplier’s own manufacture. 
12.9 Where the Supplier undertakes services at a Customer’s works, or other premises not exclusively occupied by the Supplier, the Customer shall indemnify the Supplier against all loss, expense and damage incurred by the Supplier and against all claims by third parties (including the Supplier’s own employees) arising directly or indirectly from defects in or unsuitability of the works or site or of apparatus or plant (other than apparatus or plant provided by the Supplier) of from negligence or breach of statutory duty on the part of the Customer or its employees or any third party (other than the Supplier’s own employees) and howsoever arising. 
12.10 This clause Error! Reference source not found. shall survive termination of the Contract. 

13. FORCE MAJEURE 
Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. A Force Majeure Event means any event beyond a party’s reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party’s), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors. 

14. GENERAL 
14.1 Assignment and other dealings. 
(a) The Supplier may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract. 
(b) The Customer 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 Supplier. 
14.2 Notices. 
(a) 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 (if it is a company) or its principal place of business (in any other case) 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, sent by pre-paid first class post or other next working day delivery service, commercial courier, fax [or e-mail]. 
(b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 14.2(a); if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by by fax, one Business Day after transmission. 
(c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action. 
14.3 Severance. 
(a) If any provision or part-provision 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. 
(b) If any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision. 
14.4 Waiver. A waiver of any right or remedy under the Contract or law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. 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 or 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. 
14.5 Third party rights. A person who is not a party to the Contract shall not have any rights to enforce its terms. 8 
14.6 Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is in writing and signed by the Supplier. 
14.7 Confidentiality. A party (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 (disclosing party), its employees, agents or subcontractors, and any other confidential information concerning the disclosing party’s business, its products and services which the receiving party may obtain. The receiving party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the receiving party’s obligations under the Contract, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Contract. The receiving party may also disclose such of the disclosing party’s confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. This clause 14.7 shall survive termination of the Contract. 
14.8 Governing law. The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales. 
14.9 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).