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Terms and Conditions
Introduction
Set out within this document are the terms and conditions of trade for Kettle Home Ltd. The terms become effective immediately superseding all other terms of any agreement previously in place and whether signed and specifically accepted by the Buyer or not, they become assumed once an order is placed from the buyer to the Company or an invoice is raised from the Company to the Buyer.
Any order, sale or contract made with another business supplying our products for example an appointed distributor is strictly an agreement with that Supplier and not with the Company.
The Buyer's attention is particularly drawn to the provisions of clause 10 (Limitation of liability).
1. INTERPRETATION
1.1 The following definitions and rules of interpretation apply in these Conditions.
Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Buyer: the individual, sole trader, partnership, company or firm who purchases Products from the Company.
Company: Kettle Home Ltd, a business in England whose Registered Address is 5 Macadam Road, Earlstrees Industrial Estate, Corby, Northants, NN17 4JN Company Number 14448692 VAT Number: 427 005 722
Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 14.8.
Contract: the contract between the Company and the Buyer for the sale and purchase of the Products in accordance with these Conditions.
Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of Control shall be construed accordingly.
Delivery Location: has the meaning given in clause 4.1.
Force Majeure Event: has the meaning given to it in clause 13.
Order: the Buyer's order for the Products, as detailed in correspondence.
Products: the products or services (or any part of them) provided by the Company.
1.2 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal status).
1.3 A reference to a party includes its successors and permitted assigns.
1.4 A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
1.5 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.
1.6 A reference to writing or written includes email.
1.7 A reference to “published” includes, but is not limited to the Company’s website or by direct e-mail communication or printed in a trade publication.
2. SUPPLY OF PRODUCTS
2.1 Supplies of Products from the Company to the Buyer will be subject to these Conditions and all other conditions or policies referred to herein.
2.2 These Conditions apply to the Contract to the exclusion of any and all other terms and conditions that the Buyer seeks to impose or incorporate (including any terms or conditions contained in any purchase order, confirmation of order or other document), or which are implied by law, trade custom, practice or course of dealing.
2.3 These Conditions apply in business to business sales only. Accordingly, the Buyer warrants and undertakes that it is contracting with the Company as a business and not as an individual consumer.
2.4 Any samples, drawings, descriptive matter or advertising issued by the Company and any descriptions of the Products or illustrations, or descriptions of the Services contained in the Company's catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Services and/or Products described in them. They shall not form part of the Contract nor have any contractual force.
2.5 Any quotation or list of prices given by the Company shall not constitute an offer, and is only valid for a period of 7 days from its date of issue.
2.6 The description of the Products shall be as set out in the acknowledgement of the Order issued by the Company to The Buyer or in the Pro-forma invoice.
2.7 The Order constitutes an offer by the Buyer to purchase Products in accordance with these Conditions.
2.8 Orders shall only be deemed to be accepted when the Company issues written acceptance of the Order at which point the Contract shall come into existence.
3. PRODUCTS
3.1 The Products are described in the Company's catalogue or website.
3.2 To the extent that the Products are to be manufactured in accordance with a Products Specification supplied by the Buyer, the Buyer shall indemnify the Company 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 costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Company arising out of or in connection with any claim made against the Company for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with the Company's use of the Products Specification. This clause 3.2 shall survive termination of the Contract.
3.3 The Company reserves the right to amend the specification of its Products from time to time.
4. DELIVERY
4.1 Unless otherwise agreed in writing by the Company, delivery of the Products shall be deemed to have taken place when the Company has delivered the Products to the delivery address in the United Kingdom which has been agreed with the Buyer and which the Buyer has confirmed in writing to the Company (Delivery Location). This applies to delivery by the Company’s appointed carrier and to collections by the Company.
4.2 Any dates quoted for delivery of the Products are approximate only, and the time of delivery is not of the essence. The Company shall not be liable for any delay in delivery of the Products that is caused by a Force Majeure Event or the Buyer's failure to provide the Company with adequate delivery instructions or any other instructions that are relevant to the supply of the Products.
4.3 If the Company is unable to deliver the Products, it bears no liability. The Company will notify the Customer and may cancel the order without obligation to source or fund an alternative product.
Where a Customer has paid for their orders, 12 weeks after the proposed delivery date, if the Buyer has not accepted delivery of them, the Company may resell or otherwise dispose of part or all of the Products and shall be entitled to deduct reasonable storage and selling costs and charge the Buyer for any shortfall below the price of the Products.
Where the orders have not been paid for, then the Company may re-allocate the stock after a period of 30 days, as stated on our order acknowledgement.
4.4 In the process of supplying orders of full container loads, If the Company delivers up to and including 5% more or less than the quantity of Products ordered, the invoice shall be adjusted accordingly and the Buyer may not reject them. If the quantities delivered exceed the tolerance of 5%, the buyer shall be entitled to return surplus quantities received, and a credit will be raised by the Company once goods have been recovered.
4.5 In the case of wholesale items sold from stock stored in the United Kingdom and not within a direct container, Products shall be despatched or released for collection on receipt of cleared funds except in the case when credit payment terms have been agreed by the Company in writing.
4.6 In the case of supplying goods (usually by full container load) on FOB (Free on Board) incoterms, the Buyer acknowledges their responsibility to arrange all freight, insurance, import costs, customs clearance and inland transportation. Payment is due 10 days prior to docking whereby the ownership documents, will be released upon satisfactory settlement of the contracted payment. In the event that the payment is not made, the ownership documents will not be released and the Buyer will bear the responsibility of all charges related to the delay, including but not restricted to the port charges, demurrage and detention.
4.7 In the case of supplying goods (usually by full container load) on DDP incoterms (delivered duty paid), the Buyer acknowledges and agrees that the Products will be specifically imported for the Buyer and delivered to an agreed address in mainland UK or Ireland. Prices advertised exclude VAT. Cleared funds are required prior to delivery except in the case when credit payment terms have been agreed by the Company in writing. Any delay to accept goods or make payment in full will result in storage charges or additional costs of any other nature being passed on. In these circumstances the Buyer accepts that it is liable for any and all storage and import taxes and charges incurred (such as demurrage and detention) and shall pay the same immediately on request. The Company shall have no responsibility to find alternative storage for the Products.
4.8 If payment of all the outstanding monies owed to the Company under the Contract or any other contract, is not made by the Buyer to the Company or if the Buyer fails pay the Company in full under the Contract before despatch, or on or before the due date of any credit account agreement, then, without limiting the Company’s remedies;
4.8.1 the Buyer shall pay interest on the overdue amount at the rate of 4% per annum above the Interbank base rate which may change from time to time. Such interest shall accrue on a daily basis from the due date until payment in full is received by the Company of the overdue amount, whether before or after judgement. The Buyer shall pay the interest together with the overdue amount; and
4.8.2 the Company may suspend all further deliveries to the Buyer without liability until Payment has been made in full.
4.9 The Company may deliver orders from UK stock of the Products by instalments of any size and in any order, 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 Buyer to cancel any other instalment.
4.10 Upon the company delivering the Products to the delivery point, the buyer shall unload the delivery vehicle within 45 mins for Wholesale and Stockist orders or within 3 hours for container orders from the time the vehicle arrives at the delivery point. If the buyer fails to unload the delivery vehicle within the time, the buyer shall be liable to pay the hourly rate of the road haulage company for the number of part and complete hours over and above the allowed period of time.
4.11 Any liability of the company for non-delivery or short loading of the Products shall be limited to organising re-delivery of the Products within a reasonable time or issuing a credit note for the invoice value of the undelivered Products.
5. QUALITY OF PRODUCTS
5.1 The Company warrants that on delivery the Products shall:
5.1.1 conform in all material respects with their description;
5.1.2 be free from material defects in design, material and workmanship; and
5.1.3 be of satisfactory quality (within the meaning of the Sale of Products Act 1979); and
5.1.4 be fit for any purpose held out by the Company.
The Buyer acknowledges that some Products are made from natural timber (whether solid or veneers) and natural or man-made leather and the Buyer accepts that there may be some variation in colour and texture and such Products may mellow with age and or exposure to sunlight or heat.
5.2 Subject to clause 5.3, the Company shall, at its option, repair or replace any defective Products, or refund the price of the defective Products in part or full if:
5.2.1 the Buyer gives notice, in writing, within our warranty period of 12 months from the date of the Company’s invoice; and
5.2.2 the Company is given a reasonable opportunity of examining such Products; and
5.2.3 the Company collects such Products from the Buyers delivery address within 30 days of the claim being made. A second collection attempt will be made if the goods are unavailable on the first attempt. If the Company is unable to collect such Products within 30 days, the invoice will continue to be payable as per the Company’s Customer Service Service Level Agreement (SLA).
5.3 The Company shall not be liable for the Products' failure to comply with the warranty in clause 5.1 if:
5.3.1 the Buyer makes any further use of such Products after giving a notice in accordance with clause 5.1.4;
5.3.2 the defect arises because the Buyer failed to follow the Company's oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Products or (if there are none) good trade practice;
5.3.3 the defect arises as a result of the Company following any drawing, design or Products Specification supplied by the Buyer;
5.3.4 the Buyer alters or repairs such Products without the written consent of the Company;
5.3.5 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal conditions; or
5.3.6 the Products differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory standards.
5.4 Except as provided in this clause 5, the Company shall have no liability to the Buyer in respect of the Products' failure to comply with the warranty set out in clause 5.1.
5.5 The terms of these Conditions shall apply to any repaired or replacement Products supplied by the Company.
5.6 The Company will pass on the benefit of any manufacturer warranty (Warranty) in respect of the Products. Accordingly, the Buyer undertakes and agrees that in addition to these Conditions, it shall comply with the terms of such Warranty at all times. Defects involving the Products must be notified to the Company and to the manufacturer accordingly, within any time limit specified in the Warranty. The Company shall have no liability to the Buyer in respect of Products covered by the Warranty.
6. TITLE AND RISK
6.1 The Products are at the risk of the Buyer from the time that the Products are delivered to the Delivery Location. Title shall not pass to the Buyer until the Company has received in full and cleared funds all sums due to it in respect of the Products, including all other sums which are or which become due to the Company from the Buyer on any account and any and all additional charges for which the Buyer may be responsible.
6.2 Until title to the Products has passed to the Buyer, the Buyer shall:
6.2.1 store the Products separately from all other Products held by the Buyer so that they remain readily identifiable as the Company's property;
6.2.2 not remove, deface or obscure any identifying mark or packaging on or relating to the Products;
6.2.3 maintain the Products in satisfactory condition and keep them insured against all risks for their full price on the Company's behalf from the date of delivery;
6.2.4 notify the Company immediately if it becomes subject to any of the events listed in clause 11.2.2 to clause 11.2.4; and
6.2.5 give the Company such information relating to the Products as the Company may require from time to time.
6.3 Subject to clause 6.4, the Buyer may resell or use the Products in the ordinary course of its business (but not otherwise) before the Company receives payment for the Products. However, if the Buyer resells the Products before that time:
6.3.1 it does so as principal and not as the Company’s agent; and
6.3.2 title to the Products shall pass from the Company to the Buyer immediately before the time at which resale by the Buyer occurs.
6.4 If before title to the Products passes to the Buyer and the Buyer becomes subject to any of the events listed in clause 11.2.2 to clause 11.2.4, then, without limiting any other right or remedy the Company may have:
6.4.1 the Buyer's right to resell Products or use them in the ordinary course of its business ceases immediately; and
6.4.2 the Company may at any time:
(a) require the Buyer to deliver up all Products in its possession that have not been resold, or irrevocably incorporated into another product; and
(b) if the Buyer fails to do so promptly, enter any premises of the Buyer or of any third party where the Products are stored in order to recover them.
7. PRICES
7.1 The price for Products:
7.1.1 shall be the price set out in the Company’s acknowledgement of the Order or in the Pro-forma invoice, if no price is quoted, the price set out in the Company's published price list at the date of the order; and
7.1.2 shall be exclusive of all costs and charges of packaging, insurance, transport of the Products and sales tax (VAT) which shall be invoiced to the Buyer.
7.2 The Company reserves the right, by giving prior written notice to the Buyer at any time before delivery to increase the price of the Products, to reflect any increase in the cost of the Products to the Company that is due to:
7.2.1 any factor beyond the control of the Company (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials, shipping and other manufacturing costs);
7.2.2 any request by the Buyer to change the delivery date(s), quantities or types of Products ordered, or the Products Specification; or
7.2.3 any delay caused by any instructions of the Buyer in respect of the Products or failure of the Buyer to give the Company adequate or accurate information or instructions in respect of the Products.
7.3 Payment of the price for the Products must satisfy the following conditions:
7.3.1 payment must be made by bankers draft, credit card (where we reserve the right to add a 1.75% surcharge to the final invoice amount) or BACS transfer on the due date for payment;
7.3.2 no payment shall be deemed to have been received by the Company until the Company has received cleared funds. If the Buyer cancels the Contract any deposit referred to shall not be refunded to the Buyer. If the Contract is terminated for any other reason, all payments payable to the Company under the Contract shall become due immediately upon termination of the Contract despite any other reason; and
7.3.3 time for payment shall be of the essence of the Contract.
7.4 All amounts payable by the Buyer 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 Company to the Buyer, the Buyer shall, on receipt of a valid VAT invoice from the Company, pay to the Company such additional amounts in respect of VAT as are chargeable on the supply of the Services or Products at the same time as payment is due for the supply of the Services or Products.
7.5 If the Buyer fails to make a payment due to the Company under the Contract by the due date, then, without limiting the Company's remedies under clause 11 (Termination),:
7.5.1 the Buyer 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 7.5 will accrue each day at 1% a month above the UK interbank base rate from time to time, but at 4% per annum for any period when that base rate is below 0%. The Company reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998;
7.5.2 for Container orders, the Products will be stored at the port until payment is made by the Buyer in full and the new delivery date is agreed by the Company. The Buyer shall be liable to pay any storage charges in respect of the storage of the Products at the port in addition to any associated costs and expenses and/or indemnify the Company for any storage charges it incurs for the storage of the Products at port in addition to any other associated costs or expenses. If the Buyer fails to pay the Company all outstanding monies as outlined above, the Buyer loses the right to receive delivery of the Products and the Company shall retain any deposit paid to it.
7.6 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. BUYER DEFAULT
If the Company's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Buyer or failure by the Buyer to perform any relevant obligation (Buyer Default):
8.1 without limiting or affecting any other right or remedy available to it, the Company shall have the right to suspend performance of the Services until the Buyer remedies the Buyer Default, and to rely on the Buyer Default to relieve it from the performance of any of its obligations in each case to the extent the Buyer Default prevents or delays the Company's performance of any of its obligations;
8.2 the Company shall not be liable for any costs or losses sustained or incurred by the Buyer arising directly or indirectly from the Company's failure or delay to perform any of its obligations as set out in this clause 8; and
8.3 the Buyer shall reimburse the Company on written demand for any costs or losses sustained or incurred by the Company arising directly or indirectly from the Buyer Default.
9. CONFIDENTIALITY
9.1 The Buyer undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the Company or of any member of the group of companies to which the other party belongs, except as permitted by clause 9.2.
9.2 The Buyer may disclose the Company’s confidential information:
9.2.1 to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with the Contract. The Buyer shall ensure that its employees, officers, representatives or advisers to whom it discloses the Company’s confidential information comply with this clause 9; and
9.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
9.3 The Buyer shall not use the Company’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.
10. LIMITATION OF LIABILITY
10.1 The Company has obtained insurance cover in respect of its own legal liability for individual claims not exceeding £5m per claim. The Company has been unable to obtain insurance in respect of certain types of loss at a commercially viable price. The limits and exclusions in this clause reflect the insurance cover the Company has been able to arrange and the Buyer is responsible for making its own arrangements for the insurance of any excess loss.
10.2 The restrictions on liability in this clause 10 apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
10.3 Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default.
10.4 Nothing in the Contract limits any liability which cannot legally be limited, including but not limited to liability for:
10.4.1 death or personal injury caused by negligence;
10.4.2 fraud or fraudulent misrepresentation;
10.4.3 breach of the terms implied by section 12 of the Sale of Products Act 1979 or section 2 of the Supply of Products and Services Act 1982 (title and quiet possession); and
10.4.4 defective products under the Consumer Protection Act 1987.
10.5 Subject to clause 10.4, the Company's total liability to the Buyer shall not exceed £10,000.
10.6 Subject to clause 10.4, the Company shall not be liable to the Buyer for any of the following:
10.6.1 loss of profits;
10.6.2 loss of sales or business;
10.6.3 loss of agreements or contracts;
10.6.4 loss of anticipated savings;
10.6.5 loss of use or corruption of software, data or information;
10.6.6 loss of or damage to goodwill; and
10.6.7 indirect or consequential loss.
10.7 The Company has given commitments as to compliance of the Products with relevant specifications in clause 5 and clause 7. In view of these commitments, the terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
10.8 Unless the Buyer notifies the Company that it intends to make a claim in respect of an event within the notice period, the Company shall have no liability for that event. The notice period for an event shall start on the day on which the Buyer became, or ought reasonably to have become, aware of the event having occurred and shall expire three months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
10.9 This clause 10 shall survive termination of the Contract.
11. TERMINATION
11.1 [Without affecting any other right or remedy available to it, either party may terminate the Contract by giving the other party not less than [one] months' written notice.]
11.2 Without affecting any other right or remedy available to it, the Company may terminate the Contract with immediate effect by giving written notice to the Buyer if:
11.2.1 the Buyer commits a material breach of its obligations under the Contract and (if such breach is remediable) fails to remedy that breach within 14 days after receipt of notice in writing to do so;
11.2.2 the Buyer 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), 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;
11.2.3 the Buyer suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
11.2.4 the Buyer’s financial position deteriorates to such an extent that in the terminating party's opinion the Buyer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy;
11.2.5 the Buyer fails to pay any amount due under the Contract on the due date for payment.
11.3 Without affecting any other right or remedy available to it, the Company may suspend the supply of Services or all further deliveries of Products under the Contract or any other contract between the Buyer and the Company if the Buyer fails to pay any amount due under the Contract on the due date for payment, the Buyer becomes subject to any of the events listed in clause 11.2.2 to clause 11.2.4, or the Company reasonably believes that the Buyer is about to become subject to any of them.
12. CONSEQUENCES OF TERMINATION
12.1 On termination of the Contract:
12.1.1 the Buyer shall immediately pay to the Company all of the Company's outstanding unpaid invoices and interest;
12.1.2 the Buyer shall return all Products which have not been fully paid for. If the Buyer fails to do so, then the Company may enter the Buyer's premises and take possession of them. Until they have been returned, the Buyer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract.
12.2 Termination of the Contract shall not affect any rights, remedies, obligations and liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
12.3 Any provision of the Contract that expressly or by implication is intended to have effect after termination shall continue in full force and effect.
13. FORCE MAJEURE
The Company 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 events, circumstances or causes beyond its reasonable control (a Force Majeure Event). In such circumstances the Company shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for 180 days, either party may terminate the Contract by giving 7 days' written notice to the other party. Examples that would constitute a Force Majeure event include but are not limited to; natural causes (fire, storms, floods), governmental or societal actions (war, invasion, civil unrest, labour strikes), infrastructure failures (transportation, energy), medical emergencies (regional, nationwide or global pandemics).
14. GENERAL
14.1 Assignment and other dealings
14.1.1 The Company may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
14.1.2 The Buyer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract.
14.2 Notices.
14.2.1 Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be 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).
14.2.2 Any notice or communication shall be deemed to have been received:
(a) if delivered by hand, on signature of a delivery receipt; and
(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.
14.2.3 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.
14.2.4 A notice given under the Contract is not valid if sent by email.
14.3 Severance. 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 14.3 shall not affect the validity and enforceability of the rest of the Contract.
14.4 Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
14.5 No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.
14.6 Entire agreement.
14.6.1 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.
14.6.2 The Buyer acknowledges that in entering into the Contract it does not rely on, and 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. The Buyer agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misrepresentation based on any statement in the Contract.
14.6.3 Nothing in this clause shall limit or exclude any liability for fraud.
14.7 Third party rights.
14.7.1 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.
14.7.2 The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
14.8 Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is agreed in writing and signed by the parties (or their authorised representatives).
14.9 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.
14.10 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.