CLARKES OF WALSHAM TERMS AND CONDITIONS OF SALE
1.1 In these Conditions, the following definitions will apply.
Calendar Day means any day, including weekends and public holidays;
Conditions means these terms and conditions as we may update them from time to time;
Contract means the legally binding contract formed between us and you in accordance with clause 3.2;
Credit Account means a credit account, allowing for deferred payment, as provided by us;
Delivery Location means the location for delivery of the Goods as set out in the Order Acknowledgement.
Goods means the Goods we supply to you as set out in the Order Acknowledgement;
Order means the Order placed by you for the purchase of Goods from us;
Order Acknowledgement means the communication we send to you to acknowledge receipt of your Order;
Specification means any applicable specification of the Goods;
VAT means value added tax or any equivalent or replacement tax from time to time;
we, us and our means CLARKES OF WALSHAM LIMITED, registered company number 00539713 and registered address The High Street, Walsham Le Willows, Bury St. Edmunds, Suffolk IP31 3BA;
you means you, the customer, as named on the Order Acknowledgement.
2. THESE CONDITIONS
2.1 These Conditions set out the terms on which we supply Goods to you.
2.2 Please read these Conditions carefully before you submit your Order to us. These Conditions tell you who we are, how we will provide Goods to you, how we and you may change or end the Contract, what to do if there is a problem and other important information.
2.3 In these Conditions, you will have different rights (and different terms will apply) depending on whether you are a consumer customer or a business customer.
2.4 You are a consumer customer if you are not purchasing Goods for a reason which is primarily in connection with your trade, craft, business or profession (i.e., for non-commercial, personal, purposes).
2.5 You are a business customer if you are purchasing Goods for a purpose which is primarily in connection with your trade, craft, business or profession (i.e., for commercial gain).
2.6 These Conditions are split in to three parts, as follows:
2.6.1 Part 1: terms which apply to businesses and consumers;
2.6.2 Part 2: terms which apply only to consumers; and
2.6.3 Part 3: terms which apply only to businesses.
PART 1: TERMS WHICH APPLY TO BUSINESS AND CONSUMERS
3. ORDERS AND OUR CONTRACT WITH YOU
3.1 You can place an Order either:
3.1.1 in person, at our premises;
3.1.2 over the telephone or via email (using the contact information on our website); or
3.1.3 by following the prompts on our website.
3.2 On receiving your Order, we will send you an Order Acknowledgement and we will accept your Order either:
3.2.1 if you hold a Credit Account, on sending you the Order Acknowledgement; or
3.2.2 if you do not hold a Credit Account, on receiving payment from you, in full, for the Order,
at which point the Contract will come into existence.
3.3 Sometimes we may need to cancel your Order, for example because the Goods you have ordered are out of stock or unavailable, because you are located outside of our delivery area (as stated on our website) or because we will be unable to access the Delivery Location. If we have to do this, we will let you know as soon as possible and will refund you, as soon as we can, any amounts paid by you.
4. THE GOODS
4.1 The true colour of our Goods may not exactly match that shown on our website, in our catalogues and other marketing, and packaging may be slightly different. In respect of Goods that are handmade, all sizes, weights, capacities, dimensions and measurements indicated on our website/ catalogues can be out by 2%.
4.2 We can always change the Goods:
4.2.1 to reflect changes in relevant laws and/or regulatory requirements; and
4.2.2 to make minor technical adjustments and improvements, (these changes will not affect your use of the Goods).
4.3 We can also make more significant changes to the Goods. However, if we need to do this we will notify you and you can, if you wish, end the Contract before the change takes effect and receive a refund for any Goods you have paid for in advance.
4.4 If the Goods in your Order come with a manufacturer guarantee, we will do what we reasonably can to transfer that guarantee to you.
4.5 We may, for whatever, withdraw Goods for sale which are included in your Order. If we do this, we will let you know and you will not be required to pay for such Goods (and we will refund you for any Goods we withdraw which you have already paid for).
5. CHANGES AND CANCELLATION
5.1 If you wish to make a change to the Goods in your Order, please contact us and we will let you know if the change is possible. If it is possible we will let you know about any changes to the price and the timing of supply, or anything else which would be necessary as a result of your requested change and ask you to confirm whether you wish to go ahead with the change. Any agreed change will only be valid if agreed in writing.
5.2 If you wishes to cancel or change your Order and the Goods are already loaded on to our delivery vehicle, we reserve to charge you a “restocking fee” being an amount equal to 20% of the value of your Order. If the restocking fee is to apply, we will tell you this:
5.2.1 if you are just changing your Order, when telling you of any changes to the price of your Order under clause 5.1; or
5.2.2 if you are cancelling your Order, at the point at which you tell us you wish to cancel your Order.
5.3 Other than if you are a consumer exercising your legal right to change your mind, we will allow you to return any Goods within 14 Calendar Days of delivery. If you wish to do this, you must:
5.3.1 notify us either by telephone or email; and
5.3.2 if you do not want to return the Goods directly to us, allow us to collect the Goods within 14 Calendar Days of you telling us you wish to return them (at a time as agreed between us).
5.4 Please note that your right to return Goods as set out in clause 5.3 does not apply to:
5.4.1 concrete products (e.g., posts and gravel boards); and
5.4.2 post mix and cement.
5.5 We will only allow the return of Goods which are in substantially the same condition as they were on delivery (i.e., in a saleable conditions). We well refund you the price paid for the Goods you return. If we are required to collect the Goods from you we shall deduct from the refund an amount equal to 20% of the price you paid for the Goods being an amount equal to the costs we will incur in collecting the Goods.
5.6 Note that if you return any Goods under clause 5.3, you will not be due a refund of any delivery charges (the refund under clause 5.5 being in respect of the price of the returned Goods only).
6. PRICE AND PAYMENT
6.1 The price payable by you to us for the Goods ordered will (depending on how you placed your order) be as:
6.1.1 told to you over the phone;
6.1.2 confirmed in email correspondence;
6.1.3 displayed at our premises; or
6.1.4 as shown on our website.
6.2 We take reasonable care to ensure that the price of Goods, as indicated, is correct. It is always possible that, despite our efforts, some of the Goods we sell may be incorrectly priced. If we discover the price of the Goods you have ordered is incorrect we will:
6.2.1 if the actual price is lower than the price stated, charge you only the lower price (and if you have already paid, refund you the difference); or
6.2.2 if the actual price is higher, contact you to tell you and you can either pay the difference, or cancel your Order (in which case we’ll refund you any amounts you have already paid).
6.3 All prices are inclusive of VAT. However, if the rate of VAT changes between the date on which the Contract comes into existence and the date we supply the Goods, we will adjust the rate of VAT that you pay, unless you have already paid for your Goods (including delivery costs) in full before the change in the rate of VAT takes effect.
6.4 If you hold a Credit Account, we will invoice you the price of your Goods as soon as possible following delivery of your Goods. Payment of our invoices is due by the end of the month following the month in which delivery was completed. For example, if we deliver the Goods on 20 June, payment of our invoice will be due by 31 July.
6.5 If you do not make payment to us by the due date we may charge interest to you on the overdue amount at the rate of 5% a year above the base rate of the Bank of England from time to time. This interest shall accrue on a daily basis from the date due until the actual date of payment of the overdue amount, whether before or after judgment. You must pay us interest together with any overdue amount.
6.6 If you do not make payment to us by the due date, in addition to charge you interest, we may also suspend the supply of Goods under any order you have placed with us until such time as you have made all payments due to us.
6.7 If you think an invoice is wrong please contact us promptly to let us know. You will not have to pay any interest until the dispute is resolved. Once the dispute is resolved we will charge you interest on correctly invoiced sums from the original due date.
7.1 Unless otherwise agreed with you in writing, we will deliver the Goods do the Delivery Location during the delivery window as told to you when you placed your order, or as shown on our website at the time you placed your order. If we become aware that we will not be able to meet that delivery window, we will contact you and let you know.
7.2 Sometimes we will refer to delivery periods in terms of “working days”. For these purposes a working day is a day which is not a Saturday, Sunday or public holiday.
7.3 Other than as set out in clause 7.3, we will deliver your Goods to the kerbside only at the Delivery Location. We will not move the Goods to any other location.
7.4 We may, at our discretion, agree to deliver your Goods to a particular area at the Delivery Location (i.e., to somewhere other than kerbside). We will only do this if we agree this with you before we deliver the Goods. Further, as we are not experts in assessing whether a particular area is suitable for delivery of the Goods, you are responsible for ensuring that, access to and, the area to which we deliver the Goods is suitable for such delivery. We will not be liable to you (other than for death or personal injury) for any damage we cause in delivering your Goods to a location other than kerbside. Such damage could include damage caused by our delivery vehicles:
7.4.1 to surfaces not built for vehicles such weight (e.g., drive ways) and pipework/ drainage located under them;
7.4.2 to plants (e.g., if we have to drive down a narrow access lane); or
7.4.3 at the area of unloading (e.g., to patios, pavements, turfed surfaces etc.).
7.5 There must be a suitable place for us to deliver the Goods. We may refuse to deliver the Goods if we believe that the off-loading of the Goods could cause damage to any member of the public or public/ third party property, or would result in a highway or pavement being illegally obstructed. In this respect, we rely on our drivers to make an appropriate decision.
7.6 If we are unable to complete delivery because you are at fault (e.g., not available at the Delivery Location to take delivery), we will contact you to re-arrange delivery. We will charge you £10 for such re-delivery.
7.7 If we are unable to complete delivery because you are at fault (e.g., because the Delivery Location is not suitable or because you are unwilling to accept delivery of the Goods) then the contract will be treated as cancelled and we will refund you the price of the Goods, but we shall deduct from that refund a failed delivery surcharge of £10.
8. PERSONAL DATA
8.1 How we use any personal data you give us is set out in our Privacy Notice which can be viewed at https://www.clarkesofwalsham.co.uk/privacy-policy/
TERMS WHICH APPLY ONLY TO CONSUMERS
9. DELAYS OUTSIDE OUR CONTROL AND OWNERSHIP OF GOODS
9.1 If our supply of the Goods is delayed by an event outside our control, we will contact you as soon as possible to let you know and do what we can to reduce the delay. As long as we do this, we will not compensate you for the delay, but if the delay is likely to be substantial you can contact us to end theContract and receive a refund for any Goods you have paid for in advance, but not received. 9.2 You will own the Goods, and be responsible for them, from the point at which we complete the delivery of them to you.
10. HOW WE CAN END THIS CONTRACT WITH YOU.
10.1 We can end the Contract and claim any compensation due to us if:
10.1.1 you do not make any payment to us when it is due and you still do not make payment within seven days of our reminding you that payment is due;
10.1.2 you do not, within a reasonable time of us asking for it, provide us with information, cooperation or access that we need to supply the Goods;
10.1.3 you do not, within a reasonable time, either allow us to deliver the Goods to you and we will treat your Order as cancelled and refund the purchase price; or
10.1.4 we are unable to deliver the Goods because there is no suitable place to which they can be unloaded (see clause 7.4).
11. RIGHT TO CHANGE YOUR MIND.
11.1 If the Contract was formed by way of distance communication (i.e., over the telephone or through our website), depending on the nature of Goods you purchased you may you have a legal right to change your mind.
11.2 If the Goods you bought were standard “off the shelf” products, you have a right to change your mind for 14 Calendar Days from the date we delivered the Goods to you.
11.3 If, however, the Goods you bought are perishable or otherwise will deteriorate quickly, then you have no right to change your mind.
12. CHANGING YOUR MIND
12.1 If you have the right to change your mind under clause 11.2, you have 14 Calendar Days from the date of delivery of the Goods to tell us you have changed your mind. If the Goods are split into several deliveries over different days, the 14 Calendar Day period runs from the day after the last delivery.
12.2 To let us know you want to change your mind, contact us by either telephone or email using the details on our website.
12.3 You must then make the Goods available for collection. We will agree a time with you when we will collect the Goods and this will be within 14 Calendar Days of the date on which you told us you changed your mind.
13.1 We can reduce the amount of any refund to account for any use, or handling by you, of the Goods. For example, we will reduce your refund if the Goods’ condition is not “as new”, is damaged or parts/accessories are missing. In some cases, because of the way you have treated the Goods, no refund may be due.
13.2 We will refund you (if any refund is due) within 14 Calendar Days of collecting the Goods. We will refund you by the method you used for payment and we do not charge a fee for the refund.
13.3 Note that, even if you have no legal right to do so, you can cancel your Order or otherwise request that we collect any Goods we delivered, but you no longer want (see clause 5).
14. DEFECTIVE PRODUCTS.
14.1 If you think there is something wrong with the Goods, you must contact us using the contact details in the Order Acknowledgement.
14.2 We honour our legal duty to provide you with Goods that are as described to you and that meet all the requirements imposed by law.
15. OUR LIABILITY TO YOU
(A) We do not compensate you for all losses caused by us or the Goods.
(B) We are responsible for losses you suffer caused by us breaking the Contract, unless the loss is:
(a) unexpected, i.e., it was not obvious that it would happen and nothing you said to us before we accepted your Order meant we should have expected it (so, in the law, the loss was unforeseeable);
(b) caused by a delaying event outside our control, as long as we have taken the steps set out in the clause 9.1;
(c) avoidable. i.e., something you could have avoided by taking reasonable action (e.g., by following our instructions in connection with the use of the Goods); or
(d) a business loss, i.e., a loss you suffer in connection with your trade, business, craft or profession.
16. GENERAL TERMS
16.1 We may transfer our rights and obligations under the Contract to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the Contract.
16.2 You cannot transfer your rights to someone else in any circumstance.
16.3 The Contract is between you and us and no other person shall have any rights to enforce any of its terms.
16.4 Each of the clauses in the Contract operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
16.5 If we do not insist immediately that you do anything you are required to do under the Contract, or if we delay in taking steps against you in respect of your breaking the Contract, that will not meant that you do not have to do those things and it will not prevent us taking steps against you at a later date.
16.6 The laws of England and Wales will apply to the Contract. If you want to bring court proceedings under the Contract, the courts of England and Wales shall have exclusive jurisdiction.
TERMS WHICH APPLY ONLY TO BUSINESSES
17.1 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence.
17.2 If we fail to deliver the Goods, our liability shall be limited to the costs and expenses incurred by you in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods.
17.3 We shall not be liable for any delay in the delivery of, or for failure to deliver, the Goods that is caused by:
17.3.1 a Force Majeure Event (as defined in clause 22.1);
17.3.2 there not being a suitable location where the Goods can be unloaded at the Delivery Location; or
17.3.3 your failure to provide use with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
17.4 If you fail to take delivery of the Goods when we attempt to deliver them at the Delivery Location, then, except where such failure or delay is caused by a Force Majeure Event, there not being a suitable location where the Goods can be unloaded at the Delivery Location, or your failure to comply with your obligations under the Contract in respect of the Goods:
17.4.1 delivery of the Goods shall be deemed to have been completed at the time on which we attempted to deliver the Goods at the Delivery Location; and
17.4.2 we shall store the Goods until actual delivery takes place, and charge you for all related costs and expenses (including insurance).
17.5 If 14 Calendar Days after the day on which we first attempted to deliver the Goods at the Delivery Location, we may resell or otherwise dispose of part or all of the Goods.
17.6 We reserve the right to 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 you to cancel any other instalment.
18.1 We warrant that on delivery the Goods shall:
18.1.1 conform in all material respects with the Specification;
18.1.2 be free from material defects in design, material and workmanship;
18.1.3 be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
18.1.4 be fit for any purpose expressly held out by us.
18.2 Subject to clause 18.3, if:
18.2.1 you give us notice in writing within three Calendar Days of delivery that the Goods do not comply with the warranty set out in clause 18.1;
18.2.2 you give us a reasonable opportunity to examine such Goods; and
18.2.3 you allow us to collect the Goods,
we shall, at our option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
18.3 We shall not be liable for the Goods’ failure to comply with the warranty set out in clause 18.1 if:
18.3.1 you make any further use of such Goods after giving notice in accordance with clause 18.2;
18.3.2 the defect arises because you failed to follow our oral or written instructions as to the storage, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;
18.3.3 the defect arises as a result of us following any drawing, design or specification supplied by you;
18.3.4 you alter or repair such Goods without our written consent;
18.3.5 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
18.3.6 the Goods differ from the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
18.4 Except as provided in this clause 18, we shall have no liability to you in respect of the Goods’ failure to comply with the warranty set out in clause 18.1.
18.5 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.
18.6 These Conditions shall apply to any repaired or replacement Goods we may supply you.
19. TITLE AND RISK
19.1 The risk in the Goods shall pass to you on delivery.
19.2 Title in the Goods shall not pass to you until:
19.2.1 we receive payment from you in full (in cash or cleared funds) for the Goods, or
19.2.2 until the completion of delivery (if you paid in full prior to the completion of delivery).
19.3 Unless otherwise agreed in writing between us and you, until title to the Goods has passed to you, you shall:
19.3.1 store the Goods separately from all other goods you hold so that they remain readily identifiable as the our property;
19.3.2 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
19.3.3 maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
19.3.4 notify us immediately if you become subject to any of the events listed in clause 21.1.2 to clause 21.1.3; and
19.3.5 give to us such information as we may reasonably require from time to time relating to:
220.127.116.11 the Goods; and
18.104.22.168 your ongoing financial position.
20. LIMITATION OF LIABILITY
20.1 References to liability in this clause 20 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
20.2 Nothing in the Contract shall limit or exclude any liability for:
20.2.1 death or personal injury caused by negligence;
20.2.2 fraud or fraudulent misrepresentation;
20.2.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); and/or
20.2.4 any other liability which cannot be limited or excluded by applicable law.
20.3 Nothing in the Contract shall limit or exclude:
20.3.1 your payment obligations under the Contract; and
20.3.2 any liability arising from either our, or your, deliberate default or contract abandonment.
20.4 Subject to clause 20.2 and clause 20.3, the our total liability to you:
20.4.1 for damage to property caused by the negligence of our employees and agents in connection with the Contract shall not exceed £50,000 for any one event or series of connected events; and
20.4.2 for all other loss or damage 100% of the price paid or payable by you to us under the Contract.
20.5 Subject to clause 20.2 and clause 20.3, we shall not be liable to you for:
20.5.1 loss of profits;
20.5.2 loss of sales or business;
20.5.3 loss of agreements or contracts;
20.5.4 loss of anticipated savings;
20.5.5 loss of or damage to goodwill;
20.5.6 loss of use or corruption of software, data or information; and/or
20.5.7 any indirect or consequential loss.
20.6 Subject to clause 20.4 and clause 20.5, the losses for which we do assume responsibility and which you shall be able to recover from us are:
20.6.1 reasonable additional costs of procuring and implementing replacements for, or alternatives to Goods not provided in accordance with the Contract;
20.6.2 sums paid by you to us pursuant to the Contract, in respect of any Goods not provided in accordance with the Contract;
20.6.3 wasted expenditure (on a reliance basis, including the wasted costs you incurred in expectation of the financial benefit expected from the Contract, such as sums paid or payable to us, other third parties and management costs); and
20.6.4 losses you incurred arising out of or in connection with any third party claim made against you which has been caused by our acts or omissions.
20.7 We have given commitments as to the compliance of the Goods with relevant specifications in clause 18.1. In view of these commitments, the terms implied by section 13 to section 15 (inclusive) of the Sale of Goods Act 1979 and section 3 to section 5 (inclusive) of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
20.8 Nothing in this clause shall restrict or limit your general obligation at law to mitigate a loss or liability that you may suffer or incur under the Contract.
21.1 Without limiting its other rights or remedies, either us or you may terminate this Contract with immediate effect by giving written notice to the other if:
21.1.1 the other commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within seven Calendar Days of being notified in writing to do so;
21.1.2 the other takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; or
21.1.3 the other suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business.
21.2 Without limiting its other rights or remedies, we may suspend provision of the Goods under the Contract or any other contract between us and you if you become subject to any of the events listed in clause 21.1.2 to clause 21.1.3, or we reasonably believe that you are about to become subject to any of them, or if you fails to pay any amount due under this Contract on the due date for payment.
21.3 Without limiting its other rights or remedies, we may terminate the Contract with immediate effect by giving written notice you if you fail to pay any amount due under the Contract on the due date for payment.
21.4 On termination of the Contract for any reason you shall immediately pay to us all of our outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, we shall submit an invoice, which you shall pay immediately on receipt.
21.5 Termination or expiry of the Contract, however arising, shall not affect rights and remedies that we or you may have accrued as at termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
21.6 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.
22. FORCE MAJEURE
22.1 Force Majeure Event means any circumstance not within our reasonable control including, without limitation:
22.1.1 acts of God, flood, drought, earthquake or other natural disaster;
22.1.2 epidemic or pandemic (which includes the current COVID-19 pandemic, any reoccurrence of the same and/or any other epidemic or pandemic which may come into existence now or at any time in the future);
22.1.3 terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;
22.1.4 nuclear, chemical or biological contamination or sonic boom;
22.1.5 any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent;
22.1.6 collapse of buildings, fire, explosion or accident; and
22.1.7 interruption or failure of utility service.
22.2 Provided we have complied with clause 22.3, if we are prevented, hindered or delayed in or from performing any of our obligations under the Contract by a Force Majeure Event we shall not be in breach of the Contract or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.
22.3 We shall:
22.3.1 as soon as reasonably practicable after the start of the Force Majeure Event, notify you of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on our ability to perform any of our obligations under the Contract; and
22.3.2 use reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.
23. ENTIRE AGREEMENT
24. This Contract constitutes the entire agreement between us and you and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between us and you, whether written or oral, relating to its subject matter.
25. We and you acknowledge that in entering into this Contract we and you do 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.
26. We and you agree that we and you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Contract.
27.1 Any notice given under or in connection with the Contract shall be in writing and shall be:
27.1.1 delivered by hand or by pre-paid first-class post or other next working day delivery service to the address set out in the Order Acknowledgement;
27.1.2 or sent by email to the email address as set out in the Order Acknowledgement.
27.2 Any notice shall be deemed to have been received:
27.2.1 if delivered by hand, at the time the notice is left at the proper address;
27.2.2 if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second business day after posting; or
27.2.3 if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume (business hours being 9am to 5pm on any business day).
27.3 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.
28.1 Neither we nor you may assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of our or your rights or obligations under the Contract without the prior written consent of the other (such consent not to be unreasonably withheld or delayed).
28.2 No variation of this Contract shall be effective unless it is in writing and signed by us and you.
28.3 A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
28.4 A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
28.5 If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision of the Contract is deemed deleted under this clause 28.5 we and you shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
28.6 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.
28.7 Our and your rights to rescind or vary the Contract are not subject to the consent of any other person.
29. GOVERNING LAW AND JURISDICTION
29.1 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.
29.2 We and you 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.