General Conditions of Sale of Schmalz UK Limited

The customer's attention is drawn in particular to the provisions of clause 9 and 12.

1. INTERPRETATION

1.1 Definitions:

Business Day: a day other than a Saturday, Sunday or public holiday in England, 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 13.5.

Contract: a contract between Schmalz and the Customer for the sale and purchase of the Goods in accordance with these Conditions.

Customer: the person or firm who purchases the Goods from Schmalz.

Delivered at Place: has the meaning given in the Incoterms 2020 as published by the International Chamber of Commerce.

Delivery Location: has the meaning given in clause 4.2.

Force Majeure Event: an event, circumstance or cause Schmalz's reasonable control including but not limited to: acts of God, flood, drought, earthquake, natural disaster, epidemic, pandemic, terrorist attack, civil war, civil commotion, riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, breaking off of diplomatic relations, any law or any action taken by a government or public authority (including without limitation imposing an export or import restriction, quota or prohibition), strike action, energy shortages, collapse of buildings, fire, explosion, or delays in the supply of any materials, goods and/or the Goods to Schmalz.

Goods: the goods (or any part of them) set out in the Order.

Order: the Customer's order for the Goods, as set out in the Customer's written acceptance of Schmalz's quotation.

Schmalz: Schmalz UK Limited (registered in England and Wales with company number 13448045).

Services: services provided by Schmalz to the Customer for the assembly or installation of the Goods.

1.2 Interpretation:

1.2.1 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.2.2 A reference to a party includes its successors and permitted assigns.

1.2.3 A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.

1.2.4 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

1.2.5 A reference to writing or written includes email.

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 law, trade custom, practice or course of dealing.

2.2 A quotation for the Goods given by Schmalz is non-binding and subject to change and shall not constitute an offer. A quotation shall only be valid for a period of 30 Business Days from its date of issue.

2.3 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable specification submitted by the Customer are complete and accurate.

2.4 The Order shall only be deemed to be accepted when Schmalz issues a written acceptance of the Order or when Schmalz fulfils the Order, at which point the Contract shall come into existence. Any written acceptance of the Order by Schmalz may occur by automated means and need not contain a signature.

2.5 The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.

2.6 Any samples, drawings, descriptive matter or advertising produced by Schmalz and any descriptions or illustrations contained in Schmalz's catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force unless agreed otherwise with Schmalz in writing.

3. GOODS

3.1 The Goods are described in Schmalz's website, www.schmalz.com.

3.2 Schmalz reserves the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirement, and Schmalz shall notify the Customer in any such event.

4. DELIVERY

4.1 Schmalz shall ensure that each delivery of the Goods is accompanied by a delivery note that shows the date of the Order, all relevant Customer and Schmalz’s 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 Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered.

4.2 The Goods will be Delivered at Place to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after Schmalz notifies the Customer that the Goods are ready.

4.3 Delivery is completed when the Goods are available for unloading at the Delivery Location.

4.4 Delivery periods and dates for delivery are approximate only. The time of delivery is not of the essence. Schmalz shall not be liable for any delay in delivery of the Goods that is caused by:

4.4.1 a Force Majeure Event;

4.4.2 delays in the supply of any materials, goods and/or the Goods to Schmalz;

4.4.3 the Customer's failure to comply with their obligations under this agreement; or

4.4.4 the Customer’s failure to provide Schmalz with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

4.5 Delays in the delivery of an Order shall not entitle the Customer to:

4.5.1 refuse to take delivery of the Order;

4.5.2 claim damages; or

4.5.3 terminate this agreement.

4.6 For International Deliveries: the Goods will be Delivered at Place to the Delivery Location in accordance with the Incoterms 2020. The Customer agrees to comply with all applicable provisions of export and foreign trade law of the UK, the European Union, the United States of America and all other applicable national and international export control regulations and foreign trade laws.

4.7 Where there is any conflict between the Incoterms 2020 and these terms and conditions, these terms and conditions shall prevail.

4.8 If Schmalz 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. Schmalz 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 Schmalz with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

4.9 If the Customer fails to accept delivery of the Goods within three Business Days of Schmalz notifying the Customer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or Schmalz's failure to comply with its obligations under the Contract in respect of the Goods:

4.9.1 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 Schmalz notified the Customer that the Goods were ready; and

4.9.2 Schmalz shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance). The cost charged to the Customer in respect of the storage of the Goods only will be at a rate of 0.5% of the net invoice value per calendar week. This storage rate shall accrue on the commencement of each subsequent week and Schmalz will make no pro-rata reductions to this charge.

4.10 If ten Business Days after the day on which Schmalz notified the Customer that the Goods were ready for delivery the Customer has not accepted actual delivery of them, Schmalz 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.

4.11 If Schmalz delivers up to and including 5% more or less than the quantity of Goods ordered the Customer may not reject them, but on receipt of notice from the Customer that the wrong quantity of Goods was delivered, Schmalz shall make a pro rata adjustment to the invoice for the Goods.

4.12 Schmalz 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 This clause 5 shall apply to the Goods.

5.2 Schmalz warrants that on delivery and for a period of 12 months from the date of delivery (the “Warranty Period”), the Goods shall:

5.2.1 conform in all material respects with their description;

5.2.2 be free from material defects in design, material and workmanship; and

5.2.3 be of satisfactory quality (within the meaning of the Sale of Goods Act 1979)

5.3 Subject to clause 5.4, if:

5.3.1 the Customer gives notice in writing to Schmalz (with a full description of any non-compliance):

(a) within 2 weeks of delivery that some or all of the Goods do not comply with the warranty set out in clause 5.2 where the non-compliance of the Goods is apparent on delivery (or should have been had the Customer properly inspected the Goods); or

(b) as soon as reasonably practicable (and in any event within 14 days) following discovery of any non-compliance of the Goods with the warranty set out in clause 5.2 that becomes apparent during the Warranty Period that was not (or would not have been) apparent on inspection of the Goods following delivery;

5.3.2 Schmalz is given a reasonable opportunity of examining such Goods; and

5.3.3 the Customer (if asked to do so by Schmalz) returns such Goods to Schmalz's group returns centre in Germany at the Customer's cost,

Schmalz shall, at its option, repair or replace (at its cost) the defective Goods, or refund the price of the defective Goods in full. For the avoidance of doubt, where Schmalz replaces any defective Goods (or parts thereof), the original Goods (or relevant parts thereof) shall become the property of Schmalz.

5.4 Schmalz shall not be liable for the Goods' failure to comply with the warranty set out in clause 5.2 if:

5.4.1 the Customer makes any further use of such Goods after giving notice in accordance with clause 5.3;

5.4.2 the defect arises because the Customer failed to follow Schmalz'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;

5.4.3 the defect arises as a result of Schmalz following any drawing, design or specification supplied by the Customer;

5.4.4 the Customer alters or repairs such Goods without the written consent of Schmalz;

5.4.5 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or

5.4.6 the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

5.5 If Schmalz, in its discretion decides that, notwithstanding a claim by the Customer that the Goods do not comply with the warranty set out in clause 5.2, the Goods are compliant, the Customer shall bear all costs in relation to the assessment of the Customer’s claim under clause 5.3 and the costs of transportation of the Goods back to the Customer.

5.6 Except as provided in this clause 5, Schmalz shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 5.2.

5.7 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.

5.8 No claim in relation to any failure of the Goods to comply with the warranty set out in clause 5.2 shall be accepted where the non-compliance arises outside of the Warranty Period.

5.9 These Conditions shall apply to any repaired or replacement Goods supplied by Schmalz.

5.10 Save as detailed in this Clause 5, Goods are non-returnable without the prior written consent of Schmalz (and where Schmalz does give consent it may require (without limitation) payment of restocking fee and the Customer to pay for the transportation of Goods to Schmalz’s group return centre in Germany).

6. TITLE AND RISK

6.1 Where Schmalz delivers the Goods to the Customer, the risk in the Goods shall pass to the Customer on the earlier of:

6.1.1 completion of delivery; or

6.1.2 the time when the Customer or their agent or representative assumes possession of the Goods. Where the Customer collects or arranges collection of the Goods, the risk in the Goods shall pass to the Customer when the Goods leave Schmalz’s premises.

6.2 Title to the Goods shall not pass to the Customer until Schmalz receives payment in full (in cash or cleared funds) for the Goods and any other goods that Schmalz has supplied to the Customer, in which case title to the Goods shall pass at the time of payment of all such sums.

6.3 Until title to the Goods has passed to the Customer, the Customer shall:

6.3.1 store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as Schmalz's property;

6.3.2 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;

6.3.3 maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;

6.3.4 notify Schmalz immediately if it becomes subject to any of the events listed in clause 11.1.2 to clause 11.1.4; and

6.3.5 give Schmalz such information as Schmalz may reasonably require from time to time relating to:

(a) the Goods; and

(b) the ongoing financial position of the Customer.

6.4 Until title to the Goods has passed to the Customer, Schmalz shall have the right to enter the Customer’s premises, re-possess the Goods and re-sell the Goods if either of the following events occur:

6.4.1 the Customer fails to make payment on or before the date upon which payment falls due; or

6.4.2 the Customer's financial position deteriorates so far as to reasonably justify the opinion that it is unable or unwilling to make payment to Schmalz in respect of the Goods.

6.5 At any time before title to the Goods passes to the Customer, Schmalz may require the Customer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product and 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. PRICE AND PAYMENT

7.1 The price of the Goods shall be the price set out in Schmalz's published price list in force as at the date of delivery, unless a fixed price is agreed between Schmalz and Customer and confirmed in the Order. Unless expressly stated by Schmalz to be a fixed price, any list price quoted as valid on the order date, order form or order confirmation will not constitute an agreement of a fixed price.

7.2 Schmalz may, by giving notice to the Customer at any time before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:

7.2.1 any factor beyond Schmalz's control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);

7.2.2 any request by the Customer to change the delivery date(s), quantities or types of Goods ordered; or

7.2.3 any delay caused by any instructions of the Customer or failure of the Customer to give Schmalz adequate or accurate information or instructions.

If Schmalz increases the total price of the Goods by more than 5% of the value of the price previously quoted by Schmalz, the Customer shall be entitled to terminate the contract by notifying Schmalz promptly after being notified of the increase in price. The Customer will lose the right to terminate in accordance with this clause 7.2 if they fail to notify Schmalz promptly.

7.3 The minimum value of any single Order shall be £50.00 unless otherwise agreed between Schmalz and the Customer in writing.

7.4 Notwithstanding that the Goods will be Delivered at Place, the price of the Goods:

7.4.1 excludes amounts in respect of statutory taxes, customs duties, value added tax (VAT), and all other taxes and/or levies, which the Customer shall additionally be liable to pay to Schmalz at the prevailing rate, subject to the receipt of a valid invoice; and

7.4.2 excludes the costs and charges of packaging, insurance, delivery and transport of the Goods, which shall be invoiced to the Customer.

The Customer acknowledges that any costs given to the Customer in relation to packaging, insurance, delivery and transport of the Goods are estimates only and are subject to change and that Schmalz shall be entitled to invoice based on the actual costs incurred (and Schmalz shall only be able to confirm exact costs of shipping/packaging when an invoice is raised and the final weight and the size of packaging is confirmed by its manufacturer)

7.5 Schmalz may invoice the Customer for the Goods on or at any time after the completion of delivery.

7.6 The Customer shall pay each invoice submitted by Schmalz:

7.6.1 within 30 days of date of the invoice; and

7.6.2 in full and in cleared funds to a bank account nominated in writing by Schmalz, and

time for payment shall be of the essence of the Contract.

7.7 If the Customer fails to make a payment due to Schmalz under the Contract by the due date, then, without limiting Schmalz's remedies under clause 11:

7.7.1 the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 7.7 will accrue each day at 8% a year above the Bank of England's base rate from time to time, but at 8% a year for any period when that base rate is below 0%;

7.7.2 the Customer shall be responsible for payment of all costs incurred by Schmalz in recovering any overdue debt from the Customer; and

7.7.3 all invoices under this Contract and any other contract between Schmalz and the Customer become immediately due for payment.

7.8 Schmalz is entitled to bring an action against the Customer for the price of the Goods as soon as payment becomes due.

7.9 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

8. SUPPLY OF SERVICES

8.1 This clause 8 applies only where the Customer engages Schmalz to provide the Services. Unless otherwise agreed in writing between the parties, Schmalz’s supply of Goods to the Customer will not include the supply of any Services.

8.2 Schmalz shall use all reasonable endeavours to meet any performance dates communicated to the Customer, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.

8.3 Schmalz reserves the right to alter the Services to be provided if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and Schmalz shall notify the Customer in any such event.

8.4 Schmalz warrants to the Customer that the Services will be provided using reasonable care and skill.

8.5 In view of the warranty made by Schmalz in clause 8.4, the terms implied by sections 13, 14 and 15 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the contract.

8.6 If any Services do not comply with the warranty set out in clause 8.4, the Customer must notify Schmalz of this in writing as soon as possible and Schmalz shall (at its option) either reperform or correct the defective Services or reimburse or refund the price of the defective Services.

8.7 Except as provided in this clause 8 , Schmalz shall have no liability to the Customer in respect of the Services' failure to comply with the warranty set out in clause 8.4.

9. LIMITATION OF LIABILITY

9.1 The limits and exclusions in this clause reflect the insurance cover Schmalz has been able to arrange and the Customer is responsible for making its own arrangements for the insurance of any excess loss.

9.2 The restrictions on liability in this clause 9 apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

9.3 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:

9.3.1 death or personal injury caused by negligence;

9.3.2 fraud or fraudulent misrepresentation;

9.3.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979; or

9.3.4 defective products under the Consumer Protection Act 1987.

9.4 Subject to clause 9.3, Schmalz's total liability to the Customer shall not exceed a value equal to 1.5 times the price of the Goods .

9.5 Subject to clause 9.3, Schmalz will not be liable for the following types of loss:

9.5.1 loss of profits;

9.5.2 loss of sales or business;

9.5.3 loss of agreements or contracts;

9.5.4 loss of anticipated savings;

9.5.5 loss of use or corruption of software, data or information;

9.5.6 loss of or damage to goodwill; and

9.5.7 indirect or consequential loss.

9.6 This clause 9 shall survive termination of the Contract.

10. PRODUCT LIABILITY

10.1 The Customer will not modify the Goods in such a way that may affect their safety, nor shall the Customer remove or modify any warnings on the Goods. If the Customer is in breach of this clause 10.1, the Customer shall indemnify Schmalz in respect of any product liability claims asserted by third parties.

10.2 The Customer agrees to notify Schmalz promptly in writing of any and all risks, including without limitation, safety issues relating to the Goods or use of the Goods, of which the Customer becomes aware.

10.3 In the event Schmalz issues a warning notice or implements a product recall, the Customer shall comply with all reasonable directions of Schmalz. Schmalz shall bear the costs of issuing warning notices or implementing the product recall unless the Customer is responsible for the defect in the Goods.

11. TERMINATION

11.1 Without limiting its other rights or remedies, Schmalz may terminate this Contract with immediate effect by giving written notice to the Customer if:

11.1.1 the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 5 Business Days of that party being notified in writing to do so;

11.1.2 the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

11.1.3 the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or

11.1.4 the Customer's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.

11.2 Without limiting its other rights or remedies, Schmalz may suspend provision of the Goods under the Contract or any other contract between the Customer and Schmalz if the Customer becomes subject to any of the events listed in clause 11.1.2 to clause 11.1.4, or Schmalz 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.

11.3 Without limiting its other rights or remedies, Schmalz may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.

11.4 On termination of the Contract for any reason the Customer shall immediately pay to Schmalz all of Schmalz's outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, Schmalz shall submit an invoice, which shall be payable by the Customer immediately on receipt.

11.5 Termination or expiry of the Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination or expiry, 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.

11.6 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.

12. FORCE MAJEURE

Schmalz shall not be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from a Force Majeure Event. In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed. If the period of delay or non-performance continues for 6 weeks, the party not affected may terminate the Contract by giving 14 days' written notice to the affected party.

13. GENERAL

13.1 Assignment and other dealings.

13.1.1 Schmalz may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.

13.1.2 The Customer may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of Schmalz.

13.2 Confidentiality.

13.2.1 Each party undertakes that it shall not at any time during the Contract and for a period of two years after termination or expiry of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 13.2.2.

13.2.2 Each party may disclose the other party's confidential information:

(a) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 13.2; and

(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

13.2.3 Neither party shall use the other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.

13.3 Data Protection.

Both parties agree to comply with all applicable legislation in relation to the protection of personal data.

13.4 Entire agreement.

13.4.1 The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

13.4.2 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

13.5 Variation. No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

13.6 Waiver. 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.

13.7 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision of the Contract is deemed deleted under this clause 13.7 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

13.8 Notices.

13.8.1 Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be:

(a) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or

(b) sent by email to the following addresses:

(i) in the case of a notice or communication given to Schmalz: Schmalz@Schmalz.co.uk.

(ii) in the case of a notice or communication given to the Customer: to the email address provided by the Customer to Schmalz.

13.8.2 Any notice or communication shall be deemed to have been received:

(a) if delivered by hand, at the time the notice is left at the proper address;

(b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or

(c) if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause (c), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.

13.8.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

13.9 Third party rights.

13.9.1 Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

13.9.2 The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.

13.10 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.

13.11 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.