Spectra Displays Limited Standard Terms & Conditions of Sale
Spectra Displays Ltd is a business-to-business supplier and manufacturer of LED displays, digital signage, related visual solutions and professional audio solutions. These terms and conditions (the “Conditions”) govern the sale of products to commercial resellers, retailers, service providers and similar commercial entities.
1. Definitions & Interpretations
“Business Day”: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business;
“Buyer” means the person whose order for the Goods is accepted by the Seller;
“Conditions”: means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Buyer and the Seller;
Contract: the contract between the Seller and the Buyer for the sale and purchase of the Goods in accordance with these Conditions;
“Custom Build Products” means non-cancellable, non-refundable bespoke products which the Buyer has ordered through the Seller;
“Delivery Location”: has the meaning given in clause 4.2;
“Discounted Price”: the Full Price less any discount agreed between the Seller and the Buyer in consideration of the Buyer’s agreement to purchase a certain quantity or value of Goods from the Seller within a defined period;
“Force Majeure Event”: has the meaning given in clause 11;
“Full Price”: the lower of:
(a) the highest price at which the Seller makes the Goods available for sale during the period in which the Buyer has agreed to purchase a certain quantity or value of Goods from the Seller; and
(b) where the Order or the Contract designates a price from which a discount shall be given, such designated price.
“Goods”: the goods (or any part of them) set out in the Order; “Invoice Dispute”: has the meaning given in clause 8.7;
“Month”: a calendar month;
“Order”: the Buyer’s order for the Goods, as set out in the Buyer’s purchase order form, the Buyer’s written acceptance of the Seller’s quotation or such other form as communicated by the Buyer or agreed between the parties;
“Specification”: any specification for the Goods, including any related plans and drawings, that is agreed in writing by the Buyer and the Seller;
Seller: Spectra Displays Limited (registered in England and Wales with company number 02428206 and having its registered office address at 2C Merlin Court, Lancaster Way Business Park, Ely, Cambridgeshire, CB6 3GN); and
“Warranty Period”: has the meaning given in clause 5.1.
“Construction”. In these Conditions, the following rules apply:
(a) a person includes a natural person, corporate or unincorporated body
(whether or not having separate legal personality);
(c) a reference to a party includes its personal representatives, successors or permitted assigns;
(d) a reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
(d) any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
(e) a reference to writing or written includes faxes and e-mails
2. Basis of Contract
2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Buyer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.2 The Order constitutes an offer by the Buyer to purchase the Goods in accordance with these Conditions. The Buyer is responsible for ensuring that the terms of the Order and any applicable Specification submitted by the Buyer are complete and accurate.
2.3 The Order shall only be deemed to be accepted when the Seller issues a written acceptance of the Order, at which point the Contract shall come into existence.
2.4 The Contract constitutes the entire agreement between the parties. The Buyer acknowledges that it has not relied on any statement, promise, representation,
assurance or warranty made or given by or on behalf of the Seller which is not set out in the Contract.
2.5 Any samples, drawings, descriptive matter or advertising produced by the Seller and any descriptions or illustrations contained in the website, catalogues or brochures of the Seller are produced for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract or have any contractual force.
2.6 A quotation for the Goods given by the Seller shall not constitute an offer. A quotation shall only be valid for a period of 7 Business Days from its date of issue.
2.7 The Seller shall be entitled to postpone delivery or cancel unfulfilled orders in whole or in part by reason of an Act of God, force majeure, fire, industrial action, governmental control, default by suppliers or any other circumstance whatsoever whether or not elusdem generis with the foregoing the Seller reasonably considers itself to be unable to fulfill or is hindered or prevented from performing its obligations and such postponement or cancellation shall be without prejudice to the right of the Seller to recover payment for goods supplied in part performance of the order and will not give rise to any claim by the buyer for any loss, damage or expense resulting from or arising consequently upon such postponement or cancellation.
2.8 An order once placed by a buyer cannot be cancelled except by mutual agreement with the Seller and upon terms which indemnify the Seller against all loss arising which shall include obligations to suppliers in respect of goods ordered by the Seller to meet the buyer’s requirements.
2.9 Changes at the buyer’s request in the specification of the goods to be supplied can only be made with the Seller’s agreement and will render the quoted price subject to amendment.
2.10 The Seller will endeavour to deliver the goods on the date specified but in no circumstances shall the Seller be liable for any delay in delivery or for any consequential loss.
3. Goods
3.1 The Goods are described in the Specification.
3.2 To the extent that the Goods are to be manufactured in accordance with a Specification supplied by the Buyer, the Buyer shall indemnify the Seller against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by the Seller in connection with any claim made against the Seller for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with the use of the Specification by the Seller. This clause 3.2 shall survive termination of the Contract.
3.3 The Seller reserves the right to amend the Specification if required by any applicable statutory or regulatory requirements.
4. Delivery
4.1 The Seller shall ensure that:
(a) each delivery of the Goods is accompanied by a delivery note which shows invoice date, all relevant reference numbers of the Buyer and the Seller, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and
(b) if the Seller requires the Buyer to return any packaging materials to the Seller, that fact is clearly stated on the delivery note. The Buyer shall make any such packaging materials available for collection at such times as the Seller shall reasonably request. Returns of packaging materials shall be at the expense of the Seller.
4.2 The Seller shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (the “Delivery Location”) at any time after the Seller notifies the Buyer that the Goods are ready.
4.3 Delivery of the Goods shall be completed on the unloading of the Goods at the
Delivery Location.
4.4 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Seller shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the failure of the Buyer to provide the Seller with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.5 If the Seller fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Seller 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 failure of the Buyer to provide the Seller with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.6 If the Buyer fails to take delivery of the Goods within three Business Days of the Seller notifying the Buyer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or the failure of the Seller to comply with its obligations under the Contract:
(a) Delivery of the Goods shall be deemed to have been completed at 9:00 am on the fifth Business Day following the day on which the Seller notified the Buyer that the Goods were ready; and
(b) The Seller shall store the Goods until delivery takes place, and charge the
Buyer for all related costs and expenses (including insurance).
4.7 If ten Business Days after the day on which the Seller notified the Buyer that the Goods were ready for delivery the Buyer has not taken delivery of them, the Seller may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Buyer for any excess over the price of the Goods or charge the Buyer for any shortfall below the price of the Goods.
4.8 The Seller 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 Buyer to cancel any other instalment.
4.9 Should a redelivery attempt of the Buyer’s order be required due to no fault of the Seller or the courier company then redelivery charges will be passed on to the Buyer.
5. Quality
5.1 Subject to clause 6, the Seller warrants that on delivery, and for a period of twelve months from the date of delivery (except as otherwise notified or advertised by the Seller) (the “Warranty Period”), the Goods shall:
(a) conform in all material respects with the Specification;
(b) be free from material defects in design, material and workmanship; and
(c) be fit for any purpose held out by the Seller.
5.2 Subject to clauses 6 and 5.3, if:
(a) The Buyer gives notice in writing to the Seller during the Warranty Period within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 5.1;
(b) The Seller is given a reasonable opportunity of examining such Goods;
and
(c) The Buyer (if asked to do so by the Seller) returns such Goods to the place of business of the Seller at the cost of the Buyer,
The Seller shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods.
5.3 The Seller shall not be liable for failure of the Goods to comply with the warranty set out in clause 5.1 in any of the following events:
(a) The Buyer makes any further use of such Goods after giving notice in accordance with clause 5.2; or
(b) The defect arises because the Buyer failed to follow the oral or written instructions of the Seller as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same; or
(c) The defect arises as a result of the Seller following any drawing, design or
Specification supplied by the Buyer; or
(d) The Buyer alters or repairs such Goods without the written consent of the Seller; or
(e) The defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
(f) The Goods differ from the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
5.4 Except as provided in this clause 5, the Seller shall have no liability to the Buyer in respect of the failure of the Goods to comply with the warranty set out in clause 5.1.
5.5 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
5.6 These Conditions shall apply to any repaired or replacement Goods supplied by the Seller.
6. Title and Risk
6.1 The risk in the Goods shall pass to the Buyer on completion of delivery.
6.2 Title to the Goods shall not pass to the Buyer until the earlier of:
(a) The Seller receives payment in full (in cash or cleared funds) for the Goods and any other goods that the Seller has supplied to the Buyer, in which case title to the Goods shall pass at the time of payment of all such sums; and
(b) The Buyer resells the Goods, in which case title to the Goods shall pass to the Buyer at the time specified in clause 7.4.
6.3 Until title to the Goods has passed to the Buyer, the Buyer shall:
(a) Store the Goods separately from all other goods held by the Buyer so that they remain readily identifiable as the property of the Seller;
(b) Not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
(c) Maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
(d) Notify the Seller immediately if it becomes subject to any of the events listed in clause 9.2; and
(e) Give the Seller such information relating to the Goods as the Seller may require from time to time.
6.4 Subject to clause 7.5, the Buyer may resell or use the Goods in the ordinary course of its business (but not otherwise) before the Seller receives payment for the Goods. However, if the Buyer resells the Goods before that time:
(a) it does so as principal and not as the agent of the Seller; and
(b) title to the Goods shall pass from the Seller to the Buyer immediately before the time at which resale by the Buyer occurs.
6.5 If before title to the Goods passes to the Buyer, the Buyer becomes subject to any of the events listed in clause 9.2, then, without limiting any other right or remedy the Seller may have:
(a) The right to resell the Goods by the Buyer or use them in the ordinary course of its business ceases immediately; and
(b) The Seller may at any time:
(i) require the Buyer to deliver up all Goods in its possession which have not been resold, or irrevocably incorporated into another product; and
(ii) if the Buyer fails to do so promptly, enter any premises of the Buyer or of any third party where the Goods are stored in order to recover them.
7. Returns
7.1 With the exception of Faulty or Damaged in Transit Goods, the Seller will not accept any return requests where the value of the Goods is seventy-five pounds (£75) or less, net of any applicable VAT. This applies to single and multiGoods. The only exception shall be in the event of a proven error by the Seller, in which event the Seller’s sole liability shall be to issue a credit note to the Buyer for the price paid for the Goods in question. The Seller may (at their sole discretion) allow the Buyer to keep the Goods and issue the credit note without the need for the return of such Goods.
7.2 If the Buyer wishes to return Goods over the value set out in clause 8.1, then the Seller may, at its absolute discretion, agree to accept such Goods back, provided that:
(a) The request is submitted to the Seller by the Buyer no later than fourteen (14) days from the date of the Seller’s invoice to the Buyer for the Goods in question; and
(b) The Goods are sealed, undefaced and unopened in the original manufacturer’s packaging, unused and undamaged; and
(c) The Buyer agrees to cover all associated costs (including but not limited to Transportation and Insurance costs); and
(d) The Buyer agrees to pay a restocking fee equal to fifteen percent (15%) of the original invoice value net of VAT for all Goods agreed for return.
7.3 Upon receipt of the Goods at the Seller’s premises, the Seller shall issue a credit note to the Buyer equal to the original invoice value paid by the Buyer for the Goods (net of VAT) minus the agreed restocking fee and any other costs borne by the Seller. Goods which do not meet the criteria shall result in the return being rejected, no credit note shall be issued and the Buyer shall (at their sole expense and risk) have fourteen (14) days to arrange collection from the Seller’s premises. Goods not collected after fourteen days shall be disposed of in accordance with the Waste Electrical and Electronic Equipment (WEEE) Regulations 2006 and any costs involved in doing so shall be passed to the Buyer.
7.4 Under no circumstances shall the Buyer be entitled to return:
(a) Custom Build Goods; or
(b) Special Order Products.
8. Price and Payment
8.1 The price of the Goods shall be the price set out in the Order, or, if no price is quoted, the price set out in the published price list of the Seller in force as at the date of delivery.
8.2 Where the Buyer has agreed to purchase a certain quantity or value of Goods from the Seller within a defined period, and the Buyer fails to purchase the agreed quantity within the agreed time. The Seller shall be entitled to charge the Buyer an amount equal to the difference between the Discounted Price and the Full Price, such sum to be a debt payable immediately upon demand.
8.3 The Seller may, by giving notice to the Buyer 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:
(a) Any factor beyond the control of the Seller (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs); or
(b) Any request by the Buyer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or
(c) Any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate or accurate information or instructions.
8.4 Subject to clause 8.5, the price of the Goods is inclusive of the costs and charges of packaging and insurance of the Goods but is exclusive of amounts in respect of transport and any applicable VAT. The Buyer shall, on receipt of a valid VAT invoice from the Seller, pay to the Seller any additional amounts in respect of any transport and applicable VAT as are chargeable on a supply of the Products.
8.5 The Seller shall be entitled to charge an additional amount in respect of postage where the Goods are to be delivered on an expedited basis, or if they are bulky items, items for which the Seller considers special postage to be required to ensure safe delivery, or items to be delivered to a location other than as specified in the Order. The Seller will not provide or cover the costs for shipping to locations in the UK that it considers remote (for example, the Scottish Highlands and Islands) or locations outside of the UK mainland.
8.6 The Seller may invoice the Buyer for the Goods on or at any time after the completion of delivery.
8.7 If the Buyer disputes an invoice (an “Invoice Dispute”), it shall provide the Seller with details of the Invoice Dispute in writing within ten Business Days of the receipt of the invoice.
8.8 If the Buyer does not notify the Seller of an Invoice Dispute within the time specified in clause 8.7, the Buyer shall be deemed to have accepted the amount of the invoice and shall be obliged to make payment in accordance with the provisions of clause 8.9.
8.9 The Buyer (where credit facilities have been provided by the Seller) shall pay the price of the Goods within 30 days of the date of the Seller’s invoice, notwithstanding that delivery may not have taken place and the property in the Goods has not passed to the Buyer. The time of payment of the price shall be of the essence of the Contract.
8.10 If the Buyer fails to make any payment due to the Seller under the Contract by the due date for payment, then the Buyer shall pay interest on the overdue amount at the rate of 8% per annum above the base rate of the Bank of England from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Buyer shall pay the interest together with the overdue amount.
8.11 The Buyer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Seller may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Buyer against any amount payable by the Seller to the Buyer.
8.12 If Goods are delivered in instalments, the Seller shall be entitled to invoice each instalment upon despatch thereof.
8.13 Payment shall be in pounds sterling unless otherwise agreed in writing signed by the Seller’s authorised representative.
8.14 The Buyer warrants that it will notify the Seller if its VAT registration is amended in any way.
8.15 The Seller reserves the right to issue and send to the Buyer all invoices, credit notes or any other company documentation in electronic format and the Buyer accepts to receive such documentation electronically.
9. Termination and Suspension
9.1 If the Buyer becomes subject to any of the events listed in clause 9.2, the Seller may terminate the Contract with immediate effect by giving written notice to the Buyer.
9.2 For the purposes of clause 9.1, the relevant events are:
(a) The Buyer fails to pay any amount due under the Contract according to clause 8.9 and remains in default not less than 20 Business Days after being notified to make such payment;
(b) The Buyer commits a material breach of any other term of the Contract which breach is irremediable or (if the breach is remediable) fails to remedy that breach within a period of 20 Business Days after being notified to do so.
(c) The Buyer repeatedly breaches any of the terms of the Contract in such a manner as to justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Contract;
(d) The Buyer suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986, or (being a partnership) has any partner to whom any of the foregoing apply;
(e) The Buyer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where the Buyer is a company) where these events take place for the sole purpose of a scheme for a solvent amalgamation of the Buyer with one or more other companies or the solvent reconstruction of the Buyer;
(f) (being a company) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Buyer, other than for the sole purpose of a scheme for a solvent amalgamation of the Buyer with one or more other companies or the solvent reconstruction of the Buyer;
(g) (being an individual) the Buyer is the subject of a bankruptcy petition or order;
(h) A creditor or encumbrancer of the Buyer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
(i) (being a company) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Buyer;
(j) (being a company) the holder of a qualifying floating charge over the assets of the Buyer has become entitled to appoint or has appointed an administrative receiver;
(k) A person becomes entitled to appoint a receiver over the assets of the Buyer or a receiver is appointed over the assets of the Buyer;
(l) Any event occurs, or proceeding is taken, with respect to the Byer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 9.2(d) to clause 9.2(k) (inclusive);
(m) The Buyer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business;
(n) The financial position of the Buyer deteriorates to such an extent that in the opinion of the Seller the capability of the Buyer to adequately fulfil its obligations under the Contract has been placed in jeopardy; and
(o) (being an individual) the Buyer dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation.
9.3 Without limiting its other rights or remedies, the Seller may suspend provision of the Goods under the Contract or any other contract between the Buyer and the Seller if the Buyer becomes subject to any of the events listed in clause 9.2(d) to clause 9.2(o), or the Seller reasonably believes that the Buyer is about to become subject to any of them, or if the Buyer fails to pay any amount due under the Contract on the due date for payment.
9.4 On termination of the Contract for any reason the Buyer shall immediately pay to the Seller all of the outstanding unpaid invoices and interest of the Seller.
9.5 Termination of the Contract, however arising, shall not affect any of the parties’ rights, remedies, obligations and liabilities that have accrued as at termination, including the right to claim damages in respect of any breach of the Contract that existed at or before the date of termination.
9.6 Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect.
9.7 Ex-Demo Equipment: Notwithstanding Clause 9.1, goods sold as ‘Ex-Demo’, ‘Ex-Display’, or ‘Clearance’ are sold on a final sale basis. Such items are ineligible for return for credit or exchange unless the goods are proven to be faulty or do not comply with their description. Any request for a return due to a ‘change of mind’ or ‘incorrect specification’ will not be entertained for Ex-Demo equipment.
10. Limitation of Liability
10.1 Nothing in these Conditions shall limit or exclude the liability of the Seller for:
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979;
(d) defective products under the Consumer Protection Act 1987; or
(e) any matter in respect of which it would be unlawful for the Seller to exclude or restrict liability.
10.2 Subject to clause 11.1:
(a) The Seller shall under no circumstances whatever be liable to the Buyer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, loss of revenue, loss of contracts, loss of anticipated savings, loss of goodwill, or any indirect or consequential loss arising under or in connection with the Contract; and
(b) The total liability of the Seller to the Buyer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price of the Goods.
11. Force Majeure
Neither party shall 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 results from events, circumstances or causes beyond its reasonable control (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 three months, the party not affected may terminate the Contract by giving one month’s notice to the affected party.
12. General
12.1 Assignment and other dealings.
(a) The Seller may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
(b) The Buyer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Seller.
12.2 Notices.
(a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first-class post or other next working day delivery service, commercial courier, fax or e-mail.
(b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 12.2(a); if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by fax or e-mail, one Business Day after transmission.
(c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
12.3 Severance.
(a) If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
(b) If one party gives notice to the other of the possibility that any provision or part-provision of the Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
12.4 Waiver. A waiver of any right or remedy under the Contract or law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
12.5 Third-party rights. A person who is not a party to the Contract shall not have any rights to enforce its terms.
12.6 Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is in writing and signed by the Seller.
12.7 Governing law. The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by and construed in accordance with the law of England and Wales.
12.8 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract or its subject matter or formation (including non- contractual disputes or claims).
