Review Systems Digital Signage Limited (the “Supplier”)

 

CONDITIONS OF SALE AND SUPPLY

​

1.           Interpretation

​

1.1         The definitions and rules of interpretation in this clause apply in these conditions.

Contract: The Customer's order and the Supplier's acceptance of it in accordance with condition 3.3.

Customer: the person, firm or company who purchases Equipment from the Supplier.

Equipment: the equipment agreed in the Contract to be purchased by the Customer from the Supplier (including any part or parts of it).

Intellectual    Property    Rights:    patents, rights    to inventions, copyright and related rights, trademarks, trade names, domain names, rights in get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database   rights,   topography   rights,   moral   rights, rights in confidential information  (including without limitation know-how and trade secrets) and any other intellectual  property  rights,  in  each  case  whether registered     or     unregistered    and    including    all applications  for  and renewals  or  extensions  of  such rights, and all similar or equivalent rights or forms of protection in any part of the world.

Software: any operating system and application software installed on the Equipment or cloud based.

VAT: value added tax chargeable under English law for the time being and any similar additional tax.

 

1.2         Condition headings do not affect the interpretation of these conditions.

 

1.3         A reference to a law is a reference to it as it is in force   for   the   time   being   taking   account   of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.

 
2.           Application of conditions

 

2.1         These conditions shall:

 

2.1.1   apply to and be incorporated in the
Contract; and

 

2.1.2 prevail over any inconsistent terms or conditions contained in or referred to in the        Customer's purchase order, confirmation of order, or specification, or implied by law, trade custom, practice or course of dealing.

 

2.2          No addition to, variation of, exclusion or attempted exclusion of any term of the Contract shall be binding on the Supplier unless in writing and signed by a duly authorised representative of the Supplier.

 

3.           Basis of sale

 

3.1         Any quotation is valid for a period of 30 days only, and the Supplier may withdraw it at any time by notice to the Customer.

 

3.2          Each order or acceptance of a quotation for Equipment by the Customer shall be deemed to be an offer by the Customer subject to these conditions. The Customer shall ensure that its order is complete and accurate.

 

3.3            A binding contract shall not come into existence between the Supplier and the Customer unless and until the  Supplier issues a written Customer order acknowledgement or invoice to the Customer, or the Supplier delivers the Equipment to the Customer (whichever occurs earlier).

 

3.4           The Supplier may deliver the Equipment by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions of the applicable Contract.  
Each instalment, unless stated otherwise, shall be a separate Contract and no cancellation or termination by either party of any one Contract relating to an instalment shall entitle the Customer to repudiate or cancel any other Contract or instalment.
 
3.5         No order which has been  acknowledged or invoiced by the Supplier may be cancelled by the Customer, except with the agreement in writing of the Supplier and provided that the Customer indemnifies the Supplier in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Supplier as a result of cancellation.

 

4.           Quantity and description

 

4.1         The quantity and description of the Equipment shall be as set out in the Supplier’s Customer Order acknowledgement or (if there is no acknowledgment of order) quotation.

 

4.2         All samples, drawings, descriptive matter, specifications and advertising issued by the Supplier, and any descriptions or illustrations contained in the Supplier's catalogues or brochures are issued or published for illustrative purposes only and they do not form part of the Contract.

 

4.3         Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Supplier shall be subject to correction without any liability on the part of the Supplier.

 

4.4         The Supplier reserves the right (but does not assume the obligation) to make any changes in the specification of the Equipment which are required to conform with any applicable legislation or, where the Equipment is to be supplied to the Customer's
specification, which do not materially affect their quality or performance. Where the Supplier is not the manufacturer of the Equipment, the Supplier shall use    reasonable endeavors to transfer to the Customer the benefit of any warranty or guarantee given by the manufacturer to the Supplier.

 

4.5         The Supplier's employees, contractors and agents are not authorised to make any contractually binding representations concerning the Equipment.  In entering into the Contract, the Customer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which have not been confirmed in writing by an authorised officer of the Supplier. However, nothing in these conditions limits the Supplier’s liability for fraudulent misrepresentation.             

 

4.6         Any advice or recommendation given by the Supplier or   its   employees, contractors   or   agents   to   the Customer or its employees, contractors or agents about the storage, application or use of the Equipment which is not confirmed in writing by an authorised officer of the Supplier is followed or acted on entirely at the Customer's own risk.

 

5.           Prices

 

5.1         All prices shall be as stated in the  Supplier's Customer acknowledgement of order or invoice. All prices are exclusive of delivery, packaging, packing, shipping, carriage, insurance, VAT and other charges and duties.

 

5.2         The price for the Equipment is based on the rate prevailing at the date of the Supplier's Customer acknowledgement or invoice of the order and the Supplier may increase the price to cover any increases due to market  conditions (including, but not limited to, increases in foreign exchange rates relating to the Equipment, or in labour, materials, supply or transportation costs) which affect the Supplier at the date of delivery. 

 

5.3         The price of the Equipment shall be the Supplier’s quoted price or, where no price has been quoted (or a quoted price is no longer valid), the price listed in the Supplier's price list current at the date of acceptance of the order.  The Supplier’s published export price list shall apply to exports of the Equipment as appropriate.

 

5.4         The Supplier  reserves  the right,  by giving notice  to the Customer at any time before delivery, to increase the price of such  of  the Equipment as has not  been delivered  to  reflect  any  increase in the cost to the Supplier  which  is  due  to  any  factor  beyond  the control of the Supplier (including any foreign exchange fluctuation,  currency regulation,  alteration of duties, change in legislation, significant increase in the costs of  labour, materials or  other costs of manufacture), any change in  delivery dates, quantities or  specifications for  the Equipment which is requested by the Customer, or any delay caused by any  instructions  of  the  Customer  or  failure  of  the Customer to give the Supplier  adequate information or instructions.

​

5.5.       Where site surveys have been requested by the customer for the suitability of the instalation of screens the cost will be calculated after each individual survey and charged to the customer. This will not acceed the amount of £500 (excluding VAT) per individual site.

 

6.           Payment

 

6.1         Subject to any special terms agreed in writing or payment is requested with order, between the Customer and the Supplier, the Supplier may invoice the Customer for the price of the Equipment on or at any time prior to delivery of the Equipment, unless:

 

6.1.1   the Equipment is to be collected by the
Customer paying cash; or

 

6.1.2   the Customer wrongfully fails to take delivery of the Equipment,
and in either case the Supplier shall be entitled to invoice the Customer for the price at any time after the Supplier has supplied the Customer with an invoice or advised that the Equipment is ready for collection.

 

6.2         The terms of payment shall be:
 
6.2.1  in the case of Equipment delivered in the United Kingdom, unless stated elsewhere, on receipt of suppliers invoice, whether or not delivery has taken place or title in the Equipment has passed to the Customer; and

 

6.2.2   in the case of export sales, in accordance with condition 11.5.

 

6.3      Time for payment of the price shall be of the essence of the Contract.

 

6.4         If the Customer fails to make payment in full on the due date, or as otherwise agreed, for part delivery, the whole of the balance of the price of the Equipment then outstanding shall become immediately due and payable and, without prejudice to any other right or remedy available to the Supplier, the Supplier may:

 

6.4.1   terminate the Contract or suspend  any further deliveries of Equipment (whether ordered under the same contract or not) to the Customer;

 

6.4.2   appropriate any payment made by the Customer to such of the Equipment (or the Equipment supplied under any other contract between the Customer and the Supplier) as it thinks fit (despite any purported appropriation by the Customer);

 

6.4.3   charge interest on the amount outstanding from the due date to the date of receipt by the    Supplier (whether or  not after judgment), at the annual rate of 4 % above the base lending rate from time to time of Lloyds PLC, accruing on a daily basis and   being compounded quarterly until payment is made, whether before or after any judgment.  The Supplier reserves the right   to   claim   interest   under   the   Late Payment of Commercial Debts (Interest) Act 1998; 

 

6.4.4   suspend all further manufacture, delivery, installation or  warranty service until payment has been made in full.

 

6.4.5   make a storage charge for any undelivered Equipment at its current rates from time to time;

 

6.4.6   stop any Equipment in transit; and

 

6.4.7   a general lien on all Equipment and property belonging to the Customer, exercisable in respect of all sums lawfully due from the Customer to the Supplier. The Supplier shall be entitled, on the expiry of 14 days’ notice in writing, to dispose of such Equipment or property in such manner and at such price as it thinks fit and to apply the proceeds towards the amount outstanding.

 

6.5         All sums payable to the Supplier under the Contract shall become due immediately on its termination, despite any other provision of the Contract. This condition 6.5 is without prejudice to any right to claim for interest under the law, or any right under the Contract.

 

6.6         The Supplier may, without prejudice to any other rights it may have, set off any liability of the Customer to the Supplier against any liability of the Supplier to the Customer.

 

7.           Delivery of Equipment

 

7.1         The Supplier shall use its reasonable endeavors to deliver the Equipment on the date or dates specified in the Supplier's acknowledgement or invoice of order, but any such date is approximate only. If no dates are so specified, delivery shall be within a reasonable time of acceptance of the order. Time is not of the essence as to the delivery of the Equipment and the Supplier is not liable for any delay in delivery, however caused.
 
7.2         The Equipment may be delivered by the Supplier in advance of the quoted delivery date on giving reasonable notice to the Customer.

 

7.3         Delivery shall be made during normal business hours (excluding bank or public holidays).  The Supplier may levy additional charges for any deliveries made outside such hours at the Customer's request.

 

7.4         The Customer shall be responsible (at the Customer's cost) for preparing the delivery location for the delivery of the Equipment and for the provision of all necessary access and facilities reasonably required to deliver and install the Equipment. If the Supplier is prevented from carrying out delivery or installation on the specified date because no such preparation has been carried out, the Supplier may levy additional charges to recover its loss arising from this event.

 

7.5         The Supplier shall be responsible for any damage, shortage or loss in transit, provided that the Customer notifies it to the Supplier (or its carrier, if applicable) within three days of delivery or the proposed delivery date of the Equipment and that the Equipment has been handled in accordance with the Supplier's stipulations. Any remedy under this condition 7.5 shall be limited, at the option of the Supplier, to the replacement or repair of any Equipment which is proven to the Supplier's satisfaction to have been lost or damaged in transit.

 

8.           Risk and property

 

8.1         The Equipment shall be at the risk of the supplier until delivery to the Customer at the place of delivery specified in the Supplier's acknowledgement of order. The Supplier shall off-load the Equipment at the Customer's risk.

 

8.2         Ownership   of   the   Equipment   shall   pass   to   the Customer on the later of completion of delivery (including off-loading), or when the Supplier has  received in full in cleared funds all sums due to it in respect of:

 

8.2.1   the Equipment; and

 

8.2.2   all other sums which are or which become due to the Supplier from the Customer on any account.

 

8.3         Until ownership of the Equipment has passed to the Customer under condition 8.2, the Customer shall:

 

8.3.1   hold the Equipment on a fiduciary basis as the Supplier's bailee;

 

8.3.2 store the Equipment (at no cost to the Supplier) in safe satisfactory conditions, to prevent any occurrence of damage and separately from all the Customer’s other equipment or that of a third party, so that it remains readily identifiable as the Supplier's property;

 

8.3.3  not destroy, deface or obscure any identifying   mark or packaging on or relating to the Equipment; and

 

8.3.4   keep    the    Equipment    insured    on    the Supplier’s behalf for its full price against all risks to the reasonable  satisfaction  of the Supplier, and hold the proceeds of such insurance on trust for the Supplier and not mix  them  with  any other  money,  nor  pay the   proceeds   into   an   overdrawn   bank account.

 

8.4           The Customer's right to possession of the Equipment before ownership has passed to it shall terminate immediately if any of the circumstances set out in condition 17 arise or if the Customer encumbers or in any way charges the Equipment, or if the Customer fails to make any payment to the Supplier on the due date.

 

8.5        The Customer grants the Supplier, its agents and employees an irrevocable licence at any time to enter any premises where the Equipment is or may be stored in order to inspect it, or where the Customer's
right to possession has terminated, to remove it. All costs incurred by the Supplier in repossessing the Equipment shall be borne by the Customer.

 

8.6     On termination of the Contract for any reason, the Supplier’s (but not the Customer’s) rights in this condition 8 shall remain in effect.

 

8.7         The   Supplier   may   appropriate   payments   by   the Customer to such Equipment as it thinks fit, notwithstanding any purported appropriation by the Customer to the contrary, and may make such appropriation at any time.

 

9.           Inspection and testing of Equipment

 

9.1         The Supplier shall:

 

9.1.1   test and inspect the Equipment on delivery to  ensure  that  it  complies with the requirements of the Contract; and

 

9.1.2   if so, requested by the Customer, give the Customer   reasonable   advance   notice   of such tests (which the Customer shall be entitled to attend).

 

9.2         Customer shall be deemed to have accepted the Equipment upon successful completion of the tests and inspection under clause 9.1.

 

10.         Software licence and subscriptions

 

10.1        If the Supplier refers to a software license or subscription in the customer order acknowledgment or invoice, the price of the Equipment does not include the licence fee for the Customer’s right to use the Software unless stated so.

 

10.2          If the Customer is provided with any computer operating system software in hard copy format (ie Windows CD) in respect of the Software, the Customer may return it to the Supplier within seven days of installation of the software, if unused and unlicensed. 

 

10.3       If no lifetime software licence has been provided to the Customer, the Customer hereby accepts a non- exclusive, non-transferable licence to use the Software on the following conditions:

 

10.3.1 the Customer shall not copy (except to the extent permissible under applicable law or for normal operation of the Equipment), reproduce, translate, adapt, vary or modify the software, nor communicate it to any third party, without Supplier's prior written consent;

 

10.3.2 the Customer shall not use the Software on any equipment other than the Equipment, and shall not remove, adapt or otherwise tamper with the software or any copyright notices.

 

10.3.3 such licence shall be terminable by either party once the agreed term is completed, provided that the Supplier terminates only if the continued use or possession of the Software by the Customer infringes the developer's or a third party's rights, or the Supplier is compelled to do so by law, or if the Customer has failed to comply with any term of the Contract; and

 

10.3.4 Thirty days before the expiry of this licence, the Customer shall inform the supplier if they wish to continue or cancel.  

 

11.         Export terms

 

11.1       Where the Equipment is supplied for export from the United Kingdom, the provisions of this condition 11 shall (subject to any contrary terms agreed in writing between the Customer and the Supplier) override any other provision of these conditions.
 
11.2       The Customer shall be responsible for complying with any legislation governing:

 

11.2.1 the importation of the Equipment into the country of destination; and

 

11.2.2 the export and re-export of the Equipment, and shall be responsible for the payment of any duties on it.

 

11.3       Unless otherwise agreed in writing between the Customer and the Supplier, the Equipment shall be delivered free on board the air or sea port of shipment and the Supplier shall be under no obligation to give notice under section 32(3) of the Sale of Goods Act 1979.

 

11.4       The Supplier shall be responsible for arranging for the testing and inspection of the Equipment at the Supplier's premises before shipment.

 

11.5       The Customer shall pay the price for the Equipment in pounds sterling with 30 days from invoice unless stated otherwise.

 

12.         Warranty

 

12.1       The Supplier warrant the Equipment for a minimum of 1-year but the supplier will pass on the benefit of any third-party warranty if supplied by

the Equipment manufacturer. 

 

13.         Remedies

 

13.1       The Supplier shall not be liable for any non-delivery of Equipment (even if caused by the Supplier's negligence) unless the Customer notifies the Supplier in writing of the failure to deliver within seven days after the scheduled delivery date.

 

13.2       Any liability of the Supplier for non-delivery of the Equipment shall be limited to replacing the Equipment within a reasonable time or issuing a credit note at the pro rata contract rate against any invoice raised for such Equipment.

 

13.3       If the Supplier's performance of its obligations under the Contract is prevented or delayed by anyact  or omission of the Customer (other than by reason of a Force Majeure Event under condition 18),  the Customer shall be liable to pay to the Supplier all reasonable costs, charges or losses sustained by it as a   result, subject to the Supplier notifying the Customer in writing of any such claim it might have against the Customer in this respect.

 

13.4       In the event of any claim by the Customer under the warranty given in condition 12.1, the Customer shall notify the Supplier in writing of the alleged defect. The Supplier shall have the option of testing or inspecting the Equipment at its current location or moving it to the Supplier’s premises (or those its agent or sub-contractor) at the cost of the Supplier. If the Customer’s claim is subsequently found by the Supplier to be outside the scope or duration of the warranty in condition 12, the costs of transportation of the Equipment, investigation and repair shall be borne by the Customer.

 

14.         Limitation of liability

 

14.1     The following provisions set out the entire financial liability of the Supplier (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of:

 

14.1.1 any breach of the Contract; and

 

14.1.2 any representation, statement or tortious act   or  omission (including negligence) arising out of or in connection with the Contract.

 

14.2       All warranties, conditions and other terms implied by statute or common law are excluded from the Contract to the fullest extent permitted by law.

 

14.3       Nothing in these conditions excludes or limits the liability of the Supplier for:

 

14.3.1 death or personal injury caused by the
Supplier's negligence; or

 

14.3.2 fraud or fraudulent misrepresentation.

 

14.4       Subject to condition 14.2 and condition 14.3:

 

14.4.1 the Supplier shall not be liable, whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation or otherwise for:

(a)       loss of profits; or

(b)       loss of business; or

(c)       depletion of goodwill or similar losses; or

(d)       loss of anticipated savings; or

(e)       loss of goods; or

(f)       loss of contract; or

(g)       loss of use; or

(h)      loss   or   corruption   of   data   or information; or

(i)    any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.

 

14.4.2  the Supplier's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, 
restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the price payable for the Equipment under condition 5.

 

15.         Intellectual Property Rights

 

15.1       If the Supplier manufactures the Equipment, or applies any process to it, in accordance with a specification submitted or prepared by the Customer or  any other information provided by the Customer, the Customer shall indemnify and keep indemnified the  Supplier against all losses, damages, costs, claims, demands, liabilities and expenses (including without limitation consequential losses, loss of profit and loss of reputation, and all interest, penalties and legal and other professional costs and expenses) awarded against or incurred by the  Supplier in connection with, or paid or agreed to be paid by the Supplier in settlement of, any claim for infringement of any third party Intellectual Property Rights which results  from  the  Supplier's  use  of  the  Customer's specification or such other information. The indemnity shall apply whether or not the Customer has been negligent or at fault and does not limit any further compensation rights of the Supplier.

 

15.2       The Customer acknowledges that all Intellectual Property Rights used by or subsisting in the Equipment are and shall remain the sole property of the Supplier or (as the case may be) third party rights, owner.

 

15.3       The Supplier shall retain the property and copyright in all documents supplied to the Customer in connection with the Contract and it shall be a condition of such supply that the contents of such documents shall not be communicated either directly or indirectly to any other person, firm or company without the prior written consent of the Supplier.
 
15.4       The Supplier’s Intellectual Property Rights in and relating to the Equipment shall remain the exclusive property of the Supplier, and the Customer shall not at any time make any unauthorised use of such Intellectual Property Rights, nor authorise or permit any of its agents or contractors or any other person to do so.

 

15.5       In relation to the Software:

 

15.5.1 the Customer acknowledges that it  is buying   only the media on which the software is recorded or a subscription to its cloud-based service;

 

15.5.2 nothing contained in these conditions shall be construed as an assignment of any Intellectual Property Rights in  the Software or user manuals; and

 

15.5.3 the Customer shall be subject to the rights and restrictions imposed by the owner of the   Intellectual Property Rights in   the Software   and user manuals, and  shall comply with all licence agreements, terms of use and    registration  requirements relating to them.

 

16.         Confidentiality and Supplier's property

 

16.1       The Customer shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Customer by the Supplier or its agents, and any other confidential information concerning the Supplier’s business or its products which the Customer may obtain. The Customer shall restrict disclosure of such confidential material to such of its employees, agents or sub-contractors as need to know the same for the purpose of discharging the Customer's obligations to the Supplier, and shall ensure that such employees, agents or sub-contractors are subject to obligations of confidentiality corresponding to those which bind the Customer. 

 

16.2       All materials, equipment and tools, drawings, specifications and data supplied by the Supplier to the Customer shall at all times be and remain the exclusive property of the Supplier, but shall be held by the Customer in safe custody at its own risk and maintained and kept in good condition by the Customer until returned to the Supplier, and shall not be disposed of or used other than in accordance with the Supplier's written instructions or authorisation.

 

16.3       This condition 16 shall survive termination of the
Contract, however arising.

 

17.         Termination

 

17.1       Without prejudice to any other  right or remedy available to the Supplier, the Supplier may terminate the Contract or suspend any further deliveries under the Contract without liability to the Customer and, if the Equipment has been delivered but not paid for, the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary if:

 

17.1.1 the ability of the Customer to accept delivery of the Equipment is delayed, hindered or prevented by circumstances beyond the Customer's reasonable control; or

 

17.1.2 an order is made or a resolution is passed for the winding up of the Customer, or circumstances arise which entitle a court of competent jurisdiction to make a winding- up order in relation to the Customer; or

 

17.1.3 an order is made for the appointment of an administrator to manage the affairs, business and property of the Customer, or documents   are   filed   with   a   court   of competent jurisdiction for the appointment of an administrator of the Customer, or notice of intention to appoint an administrator is given by the Customer or its directors or by a qualifying floating
charge holder (as defined in paragraph 14 of Schedule  B1   to the   Insolvency Act
1986); or

 

17.1.4 a  receiver is  appointed of  any of the Customer’s assets or undertaking, or if circumstances arise which entitle a court of competent  jurisdiction or a creditor to appoint a receiver  or  manager of the Customer, or if any other person takes possession of or sells the Customer's assets; or

 

17.1.5 the Customer makes any arrangement or composition with its creditors, or makes an application to a  court of competent jurisdiction for the protection of  its creditors in any way, or becomes bankrupt; or

 

17.1.6 the Customer ceases, or threatens to cease, to trade; or

 

17.1.7 the Customer takes or suffers any similar or analogous action in any jurisdiction in consequence of debt.

 

17.2       Termination of the Contract, however arising, shall not affect or prejudice the accrued rights of the parties as at termination or the continuation of any provision expressly stated to survive or implicitly surviving termination.

 

18.         Force majeure

The Supplier  reserves  the  right  to  defer  the  date  of delivery, or to cancel the Contract or reduce the amount of Equipment ordered, if it is prevented from or delayed in carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including without limitation strikes, lock-outs   or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or  transport network, act of God, war, riot,  civil  commotion,  malicious   damage, compliance with any law or governmental order, rule, 
regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors (Force Majeure Event).

 

19.         Waiver

 

19.1       A waiver of any right under the Contract is only effective if it is in writing and signed by or on behalf of the waiving party, and it applies only to the party to whom the waiver is  addressed  and the circumstances for which it is given.

 

19.2       Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.

 

20.         Severance

If any provision of this agreement (or part of a provision) is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.

 

21.         Status of pre-contractual statements

Each of the parties acknowledges and agrees that in entering into the Contract it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this agreement or not) relating to the subject matter of this agreement other than as expressly set out in the Contract.

 

22.         Assignment

 

22.1       The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, sub- contract or deal in any other manner with all or any of its rights or obligations under the Contract.
 
22.2       The Supplier may at any time  assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract.

 

23.         Third party rights

The Contract is made for the benefit of the parties to it  and (where   applicable) their successors and permitted assigns, and is not intended to benefit, or be enforceable by, anyone else.

 

24.         Notices

Any notice required to be given pursuant to this agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the address of the party as set out in these conditions, or such other address as may be notified by one party to the other. A notice delivered by hand is deemed to have been received when delivered or, if delivery is not in business hours 9.00 am on the first business day following delivery).  A correctly addressed notice sent by pre- paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post.

 

25.         Governing law and jurisdiction

 

25.1       The Contract and any disputes or claims arising out of   or   in   connection   with   its   subject   matter   are governed by and construed in accordance with the law of England.

 

25.2       The parties irrevocably agree that   the   courts   of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the Contract.