Terms and conditions for MPC Systems Ltd
In these Conditions the following words shall have the following meanings.
"Acknowledgement" means a written acknowledgement confirming that the Company are able to process the Buyer's Order.
2. THE AGREEMENT
"Buyer" means the purchaser of the Goods and/or Services referred to in these Conditions.
"Conditions" means the standard terms and conditions of sale set out in this document. "Confirmation" means a written confirmation acknowledging the Buyer's Order.
"Contract" means a legally binding contract made in accordance with Clause 4 of these Conditions.
"Goods" means the goods described in the Order.
"Order" means an order placed by the Buyer for the purchase of Goods and/or Services.
"Party" means a party to the Contract.
"Price" means the price of the Goods and/or Services detailed in the Acknowledgement.
"Company" means MPC Systems Ltd
"Services" means the services described in the Order.
"Site" means the Company's website found at http://www.mpcsystemsshop.co.uk
"Working Day" means any day (other than a Saturday and Sunday) on which the London clearing banks are open for business.
2.1 These Conditions shall apply to the Contract to the exclusion of any other terms and conditions on which any quotation has been given to the Buyer, or upon which the Order may be placed by the Buyer.
3. OFFERS AND SUPPLY OF INFORMATION
2.2 Subject to Clauses 2.11 and 2.14 of these Conditions, no variation of the Contract shall be binding unless agreed in writing by one of the Company's authorised representatives.
2.3 The Company's employees and agents are not authorised to make any representations concerning the Goods and/or Services unless confirmed by the Company in the Acknowledgement. In entering into the Contract the Buyer acknowledges that the Buyer does not rely on any such representations, which are not confirmed in the Acknowledgement.
2.4 All illustrations, dimensions, weights and capacities listed on the Site, or in any catalogue, price list or other advertisement are intended merely to present a general idea of the Goods described and shall not form part of the Contract. The Goods described on the Site, although often a standard design, are subject to the Company's policy of continuous improvement and the Company reserves the right to incorporate changes or to make substitutions.
2.5 Any typographical, clerical or other error or omission on the Site or in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Company shall be subject to correction without any liability on the Company's part.
2.6 The Company will retain a copy of the Buyer's Order and the Company's Acknowledgement for the period of one year from the date the Buyer's Order was placed with the Company and the Buyer may have access to either or both by contacting the Company in writing.
2.7 Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
2.8 The headings in these Conditions are for convenience only and shall not affect their interpretation.
2.9 Where the context dictates in these Conditions, the singular shall include the plural and vice versa and any gender includes the other gender.
2.10 Any reference to a Clause shall mean a clause of these Conditions.
2.11 The Company reserves the right in the Company's absolute discretion to make any changes to the Goods and/or Services which do not in the Company's opinion materially affect the quality of the Goods and/or the Services.
2.12 An entity, which is not expressly a Party to the Contract, has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract or these Conditions.
2.13 These Conditions and the Contract formed pursuant to them represent the entire agreement between the Parties relating to the purchase of the Goods and/or the Services and supersedes all prior agreements, arrangements and undertakings between the Parties relating to the Goods and/or the Services and the Buyer agrees that he will have no remedy in respect of any untrue representation innocently or negligently made by or on behalf of the Company prior to entering into the Contract which the Buyer relied upon in entering into the Contract whether such representation was made orally or in writing. Nothing in these Conditions shall exclude or limit the Company's liability for fraudulent misrepresentation
2.14 The Company reserves the right to amend these conditions without any prior notice to the Buyer. The supply of Goods and/or Services to the Buyer will be governed by the Conditions which were current when the order was placed.
3.1 The Goods displayed on the Site and information about the Goods, the Services and the Price on the site are an invitation to place an Order only and not an offer to buy.
4. PLACING AN ORDER AND CANCELLATION
3.2 The Company's catalogues, price lists and quotations do not constitute offers made by the Company (unless they are expressed to be fixed quotations remaining open for a specified period) and the Company reserves the right to withdraw or revise the same at any time prior to the Acknowledgement.
3.3 No offer, obligation or agreement relating to the sale of the Goods is binding on the Company unless set out in the Acknowledgement or in an amendment or addition thereto duly agreed in writing by the Company.
4.1 An Order is placed when the Buyer clicks the "Place Order" button on the Company's order form and the placing of such Order will constitute an offer by the Buyer to purchase the Goods and/or Services subject to these Conditions.
5. PRICE AND PAYMENT TERMS
4.2 The Company shall acknowledge receipt of the buyer's Order with a Confirmation.
4.3 The Order shall be accepted by the Company when the Buyer receives an Acknowledgement which, subject to the provisions of Clause 4.4, shall create a Contract which is subject to these Conditions. The date of the Order shall be the date on which the Company issues the Acknowledgement.
4.4 Acceptance of the Buyer's Order is not a guarantee by the Company of the availability of the Goods and all acceptances are conditional on availability of the Goods and the availability of resources to perform the Services.
4.5 If The Buyer is an individual purchasing as a consumer (as defined by the Distance Selling Regulations 2000) The Buyer must be over eighteen (18) years of before The Buyer can purchase Goods and/or Services from the Company.
4.6 If the Goods which the Buyer has ordered are not available or the Company is unable to perform the Services the Buyer has requested, The Company shall inform the Buyer of this as soon as possible but in any event within thirty (30) days from when the Buyer placed their Order.
4.7 If The Buyer receives confirmation of an Order which the Buyer did not place, or if the details in the Acknowledgement do not match the Order which the Buyer placed or intended to place, The Buyer must contact the Company's trade sales department to cancel the Order or correct the details.
4.8 If the Buyer has placed the Order as a consumer (as defined by the Distance Selling Regulations 2000) The Buyer may cancel the Order at any time within seven (7) days of receiving the Goods without any liability to the Company except any direct cost incurred by the Company in relation to the Goods being returned and the Company will refund to the Buyer any part of the Price that the Company has received, provided the Goods are returned undamaged and in the original packaging and that the Goods have not been specifically tailored to the Buyer's specifications, which includes items specifically made to order as indicated on certain pages of the website, or personalised, or the Goods by their very nature cannot be returned or are liable to deteriorate.
4.9 If the Buyer is purchasing the Goods and/or Services as an agent on behalf of a third party who will be paying the Price, the Buyer confirms that the Buyer has been instructed by such third party to place the Order and that the Buyer has the power to bind such third party to the Contract as though it were itself a Party. If the Buyer has not been instructed by such third party to place the Order, or the Buyer does not have the power to bind such third party to the Contract, The Buyer shall indemnify the Company for the Price of any Order made without such authority and any liabilities the Company may incur from the placing of the Order.
4.10 If the Buyer is purchasing Goods and/or Services through the catalogue by placing a telephone or written Order, the telephone or written Order for the Goods and/or Services issued by the Buyer will be deemed to be an offer by the Buyer to purchase the Goods and/or Services subject to these Conditions.
4.11 No telephone or written Order placed by the Buyer will be deemed to be accepted by the Company until the Company issues an Acknowledgement.
4.12 The issue of an Acknowledgement by the Company shall constitute acceptance of the telephone or written Order and shall create a Contract subject to these Conditions.
4.13 No terms or conditions stipulated orally or contained in any written Order or other similar document issued by the Buyer to the Company will form part of the Contract.
4.14 If the Buyer places an Order for Goods for which the Company is required to tailor the Goods to the Buyer's specifications, or the quantity of Goods is such that the Company is required to place a specific order with the Company's suppliers, The Company will ask for payment of the Price in full in advance.
4.15 Subject to the provisions of Clause 4.8, The Buyer may not cancel any Order once the Company has accepted it pursuant to Clauses 4.3 or 4.12, unless the Buyer indemnifies the Company in full for any costs and/or consequential losses the Company incurs.
5.1 The Price displayed is in pounds sterling (unless otherwise stated) and is exclusive of VAT and all other applicable taxes of any country, including but without limitation import taxes, but is inclusive of delivery charges to all destinations within the UK except the north of Scotland.
6. CUSTOM DUTIES
Minimum Order Value
There is no minimum order value, however there is a small handling charge for a small number of items which the Buyer will be notified of at the time of order.
The Buyer must notify the Company if the Buyer requires the Company to deliver outside of Mainland UK or the north of Scotland and the Company will inform the Buyer whether the Company can deliver the Goods and/or provide the Services and confirm the cost.
5.2 Payment must be made in pounds sterling and can be made by using any major UK credit card, debit card or corporate purchasing card shown on the Site or on an account basis. Accounts are opened solely at the Company's discretion and all sums are due strictly within 30 days from the date of the invoice.
5.3 Payment by any UK credit card, or debit card or corporate purchasing card is subject to authorisation by the credit card issuer. If such authorisation is refused to the Company, the Company will not be liable for any delay or non-delivery of the Goods and the Order will be deemed to be cancelled.
5.4 The Company will take all reasonable care to keep the Buyer's Order and payment details secure, but the Company will not be held liable for any loss the Buyer might suffer if a third party obtains unauthorised access to any data the Buyer has submitted to the Site unless such loss has been caused by the Company's negligence.
5.5 The Company reserves the right to increase the Price without prior notice.
5.6 If the Buyer fails to pay the Company any sum due pursuant to the Contract, the Buyer will be liable to pay interest to the Company on such sum from the due date for payment at an annual rate of four percent (4%) above the base lending rate of Lloyds Bank plc from time to time accruing on a daily basis until payment is made in full (whether before or after any judgement).
Without prejudice to Clause 5.6, if the Buyer fails or the Company reasonably believes that the Buyer will fail to pay for the Goods and/or the Services when due the Company may demand payment of all sums due, treat the Contract as repudiated by the Buyer and suspend any future performance of the Contract until all overdue sums have been paid.
6.1 All Customs and Excise duties import or export duties and all other taxes, tariffs and surcharges of any nature whatsoever now or hereafter levied or imposed in any country or territory either directly or indirectly in respect of the sale, supply, delivery or use of the Goods or payments for them or upon freight or other charges shall be borne by the Buyer and except as stated in the Acknowledgement are additional to the prices stated.
8. PASSING OF PROPERTY
7.1 Delivery of the Goods shall be made to the address in the UK that the Buyer provides in the Order, or such other address that the Company may agree in writing.
7.2 The Company will deliver the Goods and/or commence the Services on a Working Day convenient to the Company unless the Buyer gives the Company specific instructions in which case the Company may arrange a due date for delivery of the Goods and/or commence the Services. If the Buyer fails for any reason to take delivery of the Goods on the due date re-delivery will take place at the Buyer's cost on an alternative Working Day at the Company's convenience unless the Buyer notifies the Company in writing when the Company may agree on a mutually convenient Working Day. If the Buyer fails to take delivery of the Goods on the re-arranged delivery date:
(a) delivery will be deemed to have taken place on the second due date for delivery;
(b) risk in the Goods will pass to the Buyer;
(c) the Company may (without prejudice to any of the Company's other rights) dispose of the Goods at the best price reasonably obtainable or arrange for their storage at the Company's premises or elsewhere; and
(d) the Buyer will indemnify the Company in respect of any shortfall between the Price and the price actually obtained for the Goods if sold and any loss or expense incurred by the Company including storage and insurance charges arising from such failure.
7.3 The Company will endeavour to deliver the Goods and/or commence the Services to the Buyer within thirty (30) days of the Buyer placing the Order with the Company but the Buyer acknowledges that it may not always be possible to deliver the Goods and/or commence the Services within this timeframe and the Buyer agrees that delivery of the Goods and/or commencement of the Services may take longer. Any dates or times for delivery of the Goods and/or commencement of the Services quoted by the Company are estimates only. The Company shall not be liable if the Goods are not delivered and/or the Services are not commenced within thirty (30) days or for any failure to meet any estimated delivery date or for any costs, charges or expenses incurred as a result of any delay. The Buyer will not be entitled to refuse to accept any Goods or the provision of any Services or to cancel the Contract with the Company merely because of such failure.
7.4 The Company reserves the right to deliver and invoice the Goods and/or provide the Services in instalments and in such event each instalment shall be treated as a separate Contract and delivery of further instalments may be withheld until the Goods and/or Services comprised in earlier instalments have been paid for in full.
7.5 Goods will be delivered at the point on the Buyer's premises most convenient for the Company's carrier. Further transfer or installation within the Buyer's premises, regardless of the size and weight of the Goods, will be charged extra. The Buyer must notify the Company of any obstacles on the Buyer's premises, (including but without limitation, narrow driveways, rough terrain and unauthorised access) which may preclude the Company from delivering the Goods and/or providing the Services and an additional fee will be agreed prior to such delivery of the Goods and/or commencement of the Services. The Buyer must also notify the Company if they are required to pre-book deliveries into the Buyer's premises and the Company reserve the right to make a small charge for this service.
9. STATUTORY LIABILITY
8.1 Risk of damage to or loss of the Goods shall pass to the Buyer:
(a) in the case of Goods to be collected from the Company's premises, at the time when the Company notifies the Buyer that the Goods are available for collection; or
(b) in the case of Goods to be delivered to the Buyer's premises by the Company, when the Company deliver such Goods to the Buyer's premises; or
(c) at the time of posting, if the Buyer requests the Goods to be posted by the Company to the Buyer; or
(d) at the time of the Company handing the Goods to a third party if the Buyer arranges for the Goods to be collected by a third party carrier; and the Company shall not be liable to replace any lost or damaged Goods after such delivery.
8.2 Subject to the provisions of Clause 8.4, the property in the Goods shall not pass to the Buyer until the Company has received in cash or cleared funds payment in full of the Price and all other sums due to the Company from the Buyer. Until such time as property in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Company's fiduciary agent and bailee, and shall keep the Goods properly stored, protected, fully insured and identified as the Company's property on the insurance policy, a copy of which the Buyer shall supply to the Company following a request by the Company to see it.
8.3 If The Buyer is in business the Buyer may offer for sale and sell the Goods, provided the Buyer does so only at the best obtainable price in the ordinary course of the Buyer's business as principal and not as the Company's agent. The Company shall, by reason of the relationship of bailment between the Buyer (as bailee) and the Company (as bailor) be and remain legally and beneficially entitled to the proceeds of sale of the Goods and the Buyer shall pay such proceeds of sale into a separate account or, otherwise, shall ensure that all of the proceeds of the sale are kept by or on behalf of the Buyer in a separate and identifiable form. The proceeds shall not be paid into an overdrawn bank account. Upon receipt of the proceeds of sale, The Buyer shall discharge the Buyer's debt to the Company and shall not use or deal with the proceeds of sale in any way whatsoever until such debt has been discharged. If the Buyer is not in business the Buyer shall not be entitled to sell, pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the Company's property
8.4 If the Buyer pays the Price to the Company in full prior to the Goods being manufactured by the Company or ordered by the Company, risk in the Goods shall pass pursuant to Clause 8.1 and property in the Goods shall be deemed to pass at the same time.
8.5 Until such time as property in the Goods passes to the Buyer, the Company shall be entitled at any time to require the Buyer to return the Goods to the Company and, if the Buyer fails to do so promptly, to enter upon any of the Buyer's premises or any premises of a third party where the Goods are stored and repossess the Goods.
8.6 The manner of packing and transportation of the Goods shall be at the Company's discretion with no charge to the Buyer unless the Company specifies otherwise. No liability shall be accepted for failure to pack to any particular standard, or against any particular risk unless the requirement for such packing is specifically brought to the Company's attention, accepted in writing by the Company and paid for by the Buyer.
8.7 Before signing for the Goods in good condition the Goods and packaging must be checked carefully. If the packaging is damaged, or the Goods appear to be damaged, or any parts missing, the Buyer must inform the Company immediately having made an appropriate note on the carrier's delivery documentation.
8.8 Subject to the provisions of Clause 4.8, if the Buyer does not notify the Company immediately of such damaged packaging, or parts missing, the Buyer may lose the right to reject the Goods.
9.1 Nothing in these Conditions shall be interpreted as excluding or restricting any legal liability of the Company for death or personal injury resulting from the negligence of the Company, its employees, agents or sub-contractors or restricting any of the Company's legal obligations arising under Section 12 of the Sale of Goods Act 1979 or under the Consumer Protection Act 1987.
9.2 Where the goods are sold under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements) Order 1976) the Buyer's statutory rights are not affected by these conditions.
11. LIMITATION OF DAMAGES
10.1 Subject to the provisions of Clause 10.2, the Company warrant in respect of all goods that for a period of one (1) year from the date of delivery of the goods the Company will, at the Company's sole discretion, repair or replace any defective goods (or the part in question) arising from defective materials or defective workmanship on the Company's part within a reasonable period of time or refund to the Buyer the price.
10.2 The warranty set out in Clause 10.1 will not apply and the Company will not be liable for any defective Goods where and to the extent that:
(a) the defect arises as a result of the condition of the Buyer's premises;
(b) the defect arises as a result of the Buyer's negligence or (if the Buyer are in business) the negligence of the Buyer's employees or subcontractors;
(c) the defect arises as a result of fair wear and tear, accident, misuse, wilful damage, or abnormal working conditions;
(d) the Buyer makes any further use of the goods or attempts to repair it or have it repaired by someone other than the Company after giving written notice of the defect to the Company; and/or
(e) the defect arises because the Buyer has failed to follow the Company's instructions (whether oral or in writing) as to the storage, assembly, installation, commissioning, use or maintenance of the goods.
10.3 In some cases where the Company is not the manufacturer of goods, the Buyer may be covered by the manufacturer's warranty and where the Company is permitted to do so by the manufacturer, the Company will refer the Buyer to such warranty.
10.4 Subject as expressly provided in these conditions, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
10.5 No terms relating to care and skill shall be incorporated into these conditions in relation to the provision of the services other than that the Company shall perform the services with reasonable care and skill.
11.1 The Company shall have no liability in respect of any defect in the Goods arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Company's instructions (whether oral or in writing), misuse or alteration or repair of the Goods without the Company's approval.
12. FORCE MAJEURE
11.2 The Company shall be under no liability if the total Price has not been paid by the due date for payment.
11.3 Any claim by the Buyer, which is based on any defect in the quality or condition of the Goods, shall be notified to the Company within three (3) working days from the date of delivery. If the Buyer does not notify the Company accordingly, the Buyer shall not be entitled to reject the Goods and the Company shall have no liability for such defect or failure, and the Buyer shall be bound to pay the Price.
11.4 Where any valid claim in respect of any of the Goods which is based on any defect in the quality or condition of the Goods is notified to the Company in accordance with these Conditions, the Company shall be entitled to repair or replace the Goods (or the part in question) free of charge or, at the Company's sole discretion, refund to the Buyer the Price (or a proportionate part of the Price), but the Company shall have no further liability to the Buyer.
11.5 Except in respect of death or personal injury caused by the Company's negligence, the Company shall not be liable to the Buyer in contract, tort (including but without limitation, negligence or breach of statutory duty) or for any misrepresentation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any indirect, special or consequential loss, including but without limitation, loss of profit, loss of business, loss of goodwill, overhead recovery or any other costs, damages, expenses or other claims for compensation whatsoever (whether caused by the Company's negligence or the Company's employees, agents or otherwise) which arise out of or in connection with the provision of the Services, or the sale of the Goods or their use or resale by the Buyer.
13. INTELLECTUAL PROPERTY AND THE SITE
12.1 The Company shall have no liability in respect of any failure or delay in fulfilling any of the Company's obligations to the extent that fulfilment thereof is prevented, frustrated, impeded and/or delayed or rendered uneconomic as a consequence of any circumstance or event beyond the Company's control including without prejudice to the generality of the foregoing:-
(a) any order, regulation, request or control of any national or local authority, government department or other competent authority of any country whether or not legally enforceable; or
(b) any delays in or cancellations of deliveries or provisions of services by third parties or shortages of the Goods, materials or parts or raw materials therefore; or
(c) any strikes, lock-outs or trade disputes whether involving the Company's employees or others, fire, explosion, accident breakdown of plant or machinery, calamity or civil disturbance, action of the elements, national calamity, war, riot or act of God; or
(d) failure in whole or in part of any power or energy supply.
12.2 The Company nevertheless undertakes to make every reasonable endeavour within its power to overcome difficulties arising in connection therewith but in the event of shortages of the Goods or of available resources for their production storage or delivery arising from any of the events or circumstances referred to in Clause 12.1, the Company reserves the right to allocate as it may think fit the Goods available and resources between customers with whom it has contractual obligations in respect thereof and shall not be obliged to purchase the Goods from third parties in order to make good such shortages.
12.3 In the event of any deliveries by the Company being delayed on account of any of the foregoing the period for delivery shall be correspondingly extended provided that if deliveries are delayed for six months or more the Company may at its option, exercisable by notice in writing to the Buyer, either terminate the Contract or elect not to deliver any undelivered Goods without liability in either case.
13.1 The names, images, pictures, logos and icons identifying the Company, Storage Direct, or the Company's Goods and/or Services are, unless otherwise stated, the Company's intellectual property. Other products, pictures, images, logos, and icons and Company names mentioned on the Company's Site may belong to other companies.
13.2 All intellectual property rights in the design, content and arrangement of the Company's Site (including its text and graphics, all software compilations or underlying source code, and all other material on the Company's website) are reserved by the Company or the Company's content and/or technology providers.
13.3 The Buyer may not use any materials contained on the Company's Site for any purpose other than placing an Order for the Goods and/or Services and taking a copy of these Conditions which must be used strictly for the Buyer's own record.
13.4 Access to the Site is on an "as is" basis and the Company gives no further warranties, express, implied or statutory including but without limitation, the implied warranties of satisfactory quality or fitness for a particular purpose of the Site or the availability of the Site and the Company shall be under no liability for any downtime or malfunction of the Site.
13.5 The Company warrants that to the best of its knowledge and belief the Goods do not infringe any letters patent, designs or copyright in the United Kingdom and in the event that it is alleged that the use or possession of the Goods by the Buyer infringes any letters patent, designs or copyright then:
(a) The Buyer shall promptly notify the Company in writing of any alleged infringement of which he has noticed;
(b) The Buyer shall not make any admission without the Company's consent; and
(c) The Company shall defend any claim for such infringement and shall have sole control of the litigation relating thereto and all negotiations for the settlement or compromise thereof. The costs incurred or recovered in such negotiations or litigation shall be for the Company's account.
13.6 If at any time any allegation of infringement of letters patent, design or copyright is made in respect of the Goods or in the Company's reasonable opinion is likely to be made, the Company may at its option and at its own expense either: -
a) modify or replace the Goods without detracting from overall performance thereof, so as to avoid the infringement;
b) or procure for the Buyer the right to continue to use the Goods; or
c) repurchase the Goods at the price paid by the Buyer less depreciation at such rate as is applied by the Company to its own equipment.
13.7 The Buyer shall indemnify the Company against any and all liabilities claims and costs incurred by or made against the Company as a direct or indirect result of the carrying out of any work required to be done on or to the Goods in accordance with the requirements or specifications of the Buyer involving any infringement or alleged infringement of any rights of any third party.
14.1 The Company may, without prejudice to any rights or remedies which the Company may have against the Buyer defer or cancel the Contract if:
(a) the Buyer commits a material breach of any of the Buyer's obligations under the Contract which is not capable of remedy; or
(b) the Buyer commits a material breach of any of the Buyer's obligations under the Contract which is capable of remedy but which has not been remedied within a period of ten (10) days following receipt of written notice to do so; or
(c) the Buyer (if the Buyer is in business) enters into any compromise or arrangement with the Buyer's creditors, or if an order is made or an effective resolution is passed for the Buyer's winding up (except for the purposes of amalgamation or reconstruction as a solvent Company) or if a petition is presented to court, or if a receiver, manager, administrative receiver or administrator is appointed in respect of the whole or any part of the Buyer's undertaking or assets; or
(d) the Buyer (if the Buyer is in business) ceases or threatens to cease to carry on the Buyer's business; or
(e) the Buyer (if the Buyer is an individual) is made bankrupt.
15.1 The Buyer shall indemnify the Company against any damages, losses, costs, claims or expenses incurred by the Company in respect of any liability of the Company towards a third party arising out of or in connection with any of the Goods or services supplied by the Company or their operation or use and whether arising by reason of the negligence of the Company or otherwise insofar as liability arises as a result of any dealing with the Goods otherwise than as expressly instructed or as would be reasonably expected in the normal course of business.
15.2 The Buyer shall indemnify the Company in full against and hold the Company harmless from all claims, costs, damages, liabilities, expenses (including but without limitation legal expenses) demands and judgements awarded against or incurred or paid by the Company as a result of or in connection with any and all of the Buyer's acts, inactions and or omissions (and if the Buyer is in business, the acts, inactions and omissions of the Buyer's employees, agents and subcontractors).
16.1 The Buyer shall not assign or otherwise transfer all or any of its rights, interests or obligations under the Contract without the prior written consent of the Company. Any or all of the Company's rights or obligations under the Contract may be assigned by the Company and the Buyer shall not assert against an assignee any defence (other than actual payment) set-off or counterclaim which the Buyer may have against the Company.
17.1 Any notice hereunder shall be deemed to have been given if delivered by hand or sent by prepaid first class post or telex or facsimile (confirmed by telephone and followed by notice by post) to the party concerned at its last known address, and deemed to have been received on the date of despatch, if delivered by hand or sent by telex or facsimile and on the third day after posting, if sent by post.
18.1 The rights of the Company shall not be prejudiced or restricted by any indulgence or forbearance extended to the Buyer and no waiver of any breach shall operate as a waiver of any subsequent breach
19. PARTNERSHIPS OR JOINT VENTURE
19.1 Nothing in the Contract or these Conditions shall constitute or be construed as constituting a partnership or joint venture between the Buyer and the Company or shall authorise either Party to enter into contractual relationships or incur obligations on behalf of the other Party.
20.1 If any of these Conditions or any part is held to be invalid for any purpose it shall for that purpose be deemed to have been omitted but shall not prejudice the effectiveness of the rest of these Conditions.
21. ENGLISH LAW AND JURISTICTION
21.1 The formation, construction and performance of the Contract shall be governed in all respects by English Law and all disputes shall be submitted to the Courts of England, the parties expressly consenting to the exclusive jurisdiction of such courts.