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Conditions of Sale

THE CUSTOMER SHOULD PAY ATTENTION TO CONDITIONS 4, 5, 6, 8, 9, 10, 11 & 13

1. INTERPRETATION

The following definitions, unless the context requires otherwise, and rules of interpretation in Condition 1 shall apply to these Conditions:
Account: the credit account (if any) provided to the Buyer by the Company;
Additional Terms: any terms varying or adding to the Conditions that are included within the order acknowledgement or otherwise agreed in Writing by the Company;
Conditions: these terms and conditions (as amended from time to time);
Contract: any contract between the Company and the Buyer for the purchase of Goods by the Buyer from the Company in accordance with and subject to the Conditions and Additional Terms;
Buyer: the person, company or other type of organisation that enters into a Contract, in accordance with and subject to the Conditions, to purchase Goods from the Company;
Goods: any goods the Company agrees to supply to the Buyer under a Contract;
Price: is defined in Condition 7.1;
Company: Michael Barugh Steel Stockholding Limited (CRN: 4053813), whose registered office is at English Street, Hull, East Yorkshire HU3 2BS;
Special Orders: any Goods not usually stocked by the Company and ordered specifically for the Buyer; and
Writing: means any form of written communication including, without limitation, letter, email, telex, facsimile transmission and other comparable means of communication.

1.1 References to the masculine include the feminine and the neuter, the singular include the plural and, in each case, vice versa. Reference to a statute or statutory instrument is a reference to it as it is in force for the time being and includes reference to any amendment, extension, application or re-enactment and includes any subordinate legislation made under it.

1.2 Headings shall not affect the interpretation of the Conditions.

2. APPLICATION OF TERMS

2.1 Subject to Condition 2.2, the Conditions and any Additional Terms apply to all Contracts to the exclusion of all other terms and conditions. No terms or conditions of the Buyer (whether endorsed on, delivered with, or contained in the Buyer’s purchase order or other documents) shall form part of any Contract and any attempt by the Buyer to exclude, vary or limit any Conditions shall be void.

2.2 Any variation to the Conditions shall have no effect and shall not form part of the Contract unless agreed in Writing by an authorised representative of the Company.

2.3 The Company’s employees or agents are not authorised to make any representation concerning the Goods unless confirmed by the Company in Writing. In entering the Contract, the Buyer acknowledges that it does not rely on, and waives any claim for breach of, any such representations that are not so confirmed.

2.4 The Company may provide the Buyer with an oral or written quotation. A quotation so provided is an invitation to treat by the Company to supply the Goods, subject to the Conditions, to the Buyer. A quotation is valid for 30 days from its date, provided that the Company has not previously withdrawn or varied it.

2.5 An acceptance of a quotation or the placing of an order by the Buyer shall be deemed to be an offer, subject to the Conditions, to purchase the Goods stated therein from the Company. No quotation accepted or order placed by the Buyer shall be deemed to be accepted by the Company until the Company confirms acceptance orally or in Writing.

2.6 No binding Contract will come into existence until an order acknowledgement is given by the Company, in accordance with Condition 2.5, or, if earlier, by the Company delivering the Goods (whichever is the earlier).

3. DESCRIPTION

3.1 The quantity, quality and description of, and any specification for, the Goods are set out in the Company’s quotation and/or order acknowledgement and the Contract.

3.2 All descriptions, drawings, specifications, price lists, technical data and illustrations and any advertising or other materials issued by the Company, or contained in the Company’s brochures or website, are approximations and for information purposes only, should not be relied on by the Buyer as precise or construed literally and shall not form part of the Contract.

3.3 The Company reserves the right to change any descriptions, drawings, specifications, price lists, technical data, illustrations, brochures, advertising materials, its website and any other materials provided at any time without notice.

3.4 The Company reserves the right to make any changes to the specification of the Goods that are required to confirm with any applicable safety or other applicable statutory requirements or, where the Goods are to be supplied to the Company’s specification, which do not materially affect the Goods’ quality or performance.

3.5 Any advice or recommendation given by the Company, or it employees or agents, to the Buyer or its employees or agents as to the storage, application or use of the Goods which is not confirmed in Writing by the Company is followed or acted upon entirely at the Buyer’s own risk and, accordingly, the Company shall not be liable for any such advice or recommendation which is not so confirmed.

3.6 Unless agreed otherwise in Writing, no Contract shall be a sale by sample.

4. DELIVERY

4.1 Unless otherwise agreed in Writing by the Company, delivery of the Goods shall take place at the Company’s premises or the delivery address set out in the Account application form and/or Contract (“Delivery Point”).

4.2 The Company will endeavour to deliver the Goods to the Delivery Point by the date specified by the Company or, if none is specified, within a reasonable period of time. However, any such specified date is an estimate only and it is expressly agreed that time for delivery shall not be, and shall not be made by notice, of the essence. The Company may deliver the Goods in advance of the quoted delivery date by giving reasonable notice to the Buyer.

4.3 The Company will endeavour to deliver the Goods as near as possible to the Delivery Point as a safe hard road permits but reserves the right to refuse to deliver the Goods at the Delivery Point if the Company’s driver or the carrier (as the case may be) reasonably considers the Delivery Point is unsuitable for delivery.

4.4 Unless agreed otherwise, Goods will be delivered by the Company or its carriers, subject to payment of the applicable delivery charge (if any), on weekdays during normal working hours. The Company reserves the right to levy an additional charge where the Buyer requests that the Goods be delivered in instalments or outside normal working hours or on weekends or Bank Holidays.

4.5 The Company’s record of the delivery date and description of the Goods delivered to the Buyer shall be conclusive evidence of such, unless the Buyer can provide conclusive contrary evidence.

4.6 The Company may deliver the Goods by separate instalments, which shall be invoiced and paid for separately and in accordance with the provisions of the Contract. Each separate instalment shall be a separate Contract. No cancellation or termination of any one Contract relating to an instalment shall entitle the Buyer to repudiate or cancel any other Contract or instalment (i.e. the Contract as a whole).

4.7 If the quantity of Goods is ordered by reference to weight and the Company holds stock of the relevant Goods in packs, the Company shall be entitled to supply whichever pack has a weight closet to that order by the Buyer (provided that the weight of such pack shall not be more than 15% more or less than the weight ordered by the Buyer) and the Price for such Goods shall be adjusted pro rata according to the actual weight of Goods supplied.

4.8 Subject to Condition 4.7, if the quantity of Goods delivered to the Buyer is up to 5% more or less than the quantity ordered the Buyer must notify the Company, is not entitled to reject all or any of the Goods for this reason and shall, unless agreed otherwise by the Company, pay for any surplus or shall be issued with a credit note for any shortfall at the pro rata Contract rate.

4.9 If for any reason the Buyer fails to accept delivery of any of the Goods when the Goods are delivered to the Buyer, or within 24 hours of notification that the Goods are ready for collection from the Company’s premises, wishes to delay delivery, or the Company is unable to deliver the Goods because the Buyer has not provided appropriate instructions, access, documents or authorisations:

(b) the Company may store the Goods until actual delivery, whereupon the Buyer shall be liable for all related costs and expenses (including, without limitation, storage and insurance costs).

4.10 If the Buyer has not taken/accepted delivery of the Goods within 10 days of attempted delivery or notification that the Goods are ready for delivery/collection, the Company may resell or otherwise dispose of part or all of the Goods at the best price readily obtainable and, after deducting reasonable storage, insurance and selling costs, account to the Buyer for any excess over or charge the Buyer for any shortfall in the Price.

4.11 Subject to the other Conditions and unless agreed otherwise by the Company, the Company will not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, loss of profits, loss of business, depletion of goodwill and any similar loss) costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods, nor shall any such delay entitle the Buyer to repudiate or terminate the Contract unless it exceeds 28 days and the delay is wholly and completely the fault of the Company.

4.12 The Company shall not be liable for delivering the wrong Goods or damage to the Goods (even if caused by the Company’s negligence) unless the Buyer notifies the Company in Writing within 7 days of the actual delivery date.

4.13 The Company’s liability under Condition 4.12, as a result of the Buyer complying with the notice requirements, is limited to, at the Company’s option, replacing or issuing a credit note for the Goods within a reasonable time. If delivery of the Goods is not refused by the Buyer and the Buyer fails to notify the Company in accordance with Condition 4.12 the Buyer shall not be entitled to reject the Goods and the Company shall have no liability for delivering the wrong Goods or for damage to the Goods and the Buyer shall be bound to pay the Price as if the Goods had been delivered in accordance with the Contract.

4.14 Any receipt or signed delivery note obtained by the Company from the Buyer, or its employees or agents, accepting or taking delivery of the Goods shall be conclusive evidence of delivery of the Goods, or such part thereof as is indicated by the receipt/delivery note, in accordance with the Contract by the Company.

5. CUSTOMER’S OBLIGATIONS AND WARRANTIES

5.1 The Buyer warrants that it has the necessary authority to enter into the Contract.

5.2 The Buyer acknowledges that it is responsible for ascertaining the type, quantity and specification of the goods required for its purposes and that the Company provides no warranty (and none shall be implied) that the Goods are fit for any particular purpose.

5.3 The Buyer warrants that all the information provided to the Company, in particular (without limitation) that the terms of any order (including any applicable specification), is true and accurate and acknowledges that the Company is relying upon such information to perform its obligations under the Contract.

5.4 The Buyer agrees to co-operate fully with the Company and provide any assistance required to supply the Goods, in particular, but without limitation, the Buyer agrees to do the following at its own expense:

(a) provide the Company with any reasonably necessary information relating to the Goods within a sufficient time to enable the Company to fulfil the Contract;

(b) provide adequate and appropriate equipment and suitably trained and competent personnel at the Delivery Point to collect or unload/load the Goods at a reasonable speed. If the Company’s or its carrier’s delivery vehicle is kept waiting for an unreasonable time, is unable to complete delivery or if the Company’s has to provide staff to unload the Goods an additional charge may be made; and

(c) inspect and check the Goods on delivery to ensure that they conform to the Contract and the Buyer’s requirements; and

(d) ensure an authorised representative of the Buyer signs the delivery note (or the equivalent documentation) on delivery to confirm that the Goods are as ordered and undamaged; and

(e) take such steps as reasonably required to enable delivery of the Goods and ensure that all relevant regulations are complied with to ensure safe delivery of the Goods.

5.5 The Buyer shall promptly notify the Company if any of the events in Condition 6.5 occur.

5.6 If Goods are supplied for use in conjunction with the Buyer’s existing equipment and/or structures, the Buyer shall be entirely responsible for ensuring that such equipment and/or structures are in all respects suitable and adequate for the purpose and properly installed and that the Goods are suitable for its purposes.

6. RISK/TITLE

6.1 The risk in the Goods shall pass to the Buyer when the Goods are delivered or are deemed to be delivered in accordance with Condition 4.

6.2 Title in the Goods shall not pass to the Buyer until the Company has received (in cash or cleared funds) from the Buyer:

(a) the full Price for the Goods plus VAT; and

(b) all other sums that are due to the Company from the Buyer.

6.3 Until title in the Goods passes (as set out in Condition 6.2), the Buyer shall:

(a) hold the Goods on a fiduciary basis as the Company’s bailee;

(b) store the Goods (at no cost to the Company) separately from all other goods of the Buyer or any third party in such a way that they remain readily identifiable as the Company’s property;

(c) not remove, destroy, deface or obscure any identifying mark or packaging relating to the Goods;

(d) maintain the Goods in satisfactory condition, keep them insured on the Company’s behalf for their full Price against all risks from the date of delivery and provide the Company with a copy of the insurance policy on request;

(e) notify the Company immediately if any of the events listed in Condition 6.5 occur; and

(f) deliver up the Goods to the Company on demand.

6.4 The Buyer may only resell the Goods before title has passed if such sale is a sale of the Company’s property on the Buyer’s own behalf as principal, made in the Buyer’s ordinary course of business and at the full market value.

6.5 The Buyer’s right to possess the Goods shall end immediately if it:

(a) has a bankruptcy order made against it or makes an arrangement or composition with its creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory), except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver or manager or administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Buyer or notice of intention to appoint an administrator is given by the Buyer or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for the winding-up of the Buyer or for the granting of an administration order in respect of the Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer, or the Buyer is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; or

(b) the Buyer suspends, ceases or threatens to cease to carry on all or substantially the whole of its business or the Buyer suffers or allows any execution, sequestration or such other process to be levied on its property or obtained against it or encumbers or in any way charges any of the Goods; or

(c) the Buyer fails to observe or perform any of its obligations under the Contract; or

(d) any event occurs or proceeding is taken, with respect to the Buyer, in any jurisdiction to which it is subject that has a similar or equivalent effect to any of the events listed in Condition 6.5(a) and (b).

6.6 The Company shall be entitled to recover payment for the Goods notwithstanding the fact that title in any of the Goods has not passed from the Company to the Buyer.

6.7 The Buyer grants the Company, its agents and employees an irrevocable licence to enter any premises where the Goods are or may be stored at any time to inspect or (where the Buyer’s right to possession has ended) recover them.

6.8 If before title to the Goods passes to the Buyer any of the events listed in Condition 6.5 occur or the Company reasonably believes any such event is about to occur and notifies the Buyer accordingly, then, provided that the Goods have not been resold, or irrevocably incorporated into another product, and without limiting any other right or remedy of the Company, the Price (plus VAT) shall become immediately due and payable (notwithstanding any previous agreement or arrangement to the contrary) to the Company or the Company may at any time require the Buyer to deliver up the Goods or use its rights in Condition 6.7.

6.9 If the Company repossesses any Goods or the Buyer delivers up any Goods, in accordance with Condition 6, the Contract for those Goods shall be rescinded.

7. PRICE

7.1 Unless otherwise agreed by the Company in Writing and subject to Conditions 7.2 and 7.3, the price for the Goods shall be the price stated in the quotation or order acknowledgement provided by the Company to the Buyer in accordance with Conditions 2.4 and 2.5 (“Price”), together with VAT.

7.2 The Price is based on the costs of materials, labour, sub-contracts, transport, taxes, exchange rates, currency regulations, duties and all other relevant costs at the date of the quotation and/or order acknowledgement and on the work being done in normal working hours.

7.3 The Company reserves the right to vary the Price, by giving notice to the Buyer prior to delivery, to take account of any variation (howsoever arising) in these costs or the imposition of any new taxes or duties between the quotation or order acknowledgement date and the delivery date.

7.4 In addition to the Price, the Buyer shall pay for:

(a) any increase in costs due to changes to the delivery date or address or to the quantity or specification of Goods required by the Buyer; and

(b) any additional work or costs as a result of the Buyer providing inadequate or inaccurate instructions or information to the Company or as a result of the Buyer failing to comply with any of the Conditions.

7.5 Any additional costs payable by the Buyer under Condition 7.4 will be invoiced by The Company at the time the work is carried out.

8. PAYMENT

8.1 Unless otherwise agreed in Writing by the Company, the Company shall be entitled to issue an invoice for the Price plus VAT on or at any time after actual or deemed delivery.

8.2 Unless otherwise agreed in Writing, for Account Buyers within their credit limit each invoice submitted by the Company shall be paid within 30 days of the date of the invoice. For Buyers without an Account, or with an Account that has reached its credit limit, the Price shall be paid at the time of the order or on receipt of the Company’s invoice, as directed by the Company. Time for payment shall be of the essence.

8.3 The Company reserves the right, in its absolute discretion, to cancel the Account.

8.4 The Company reserves the right to suspend the Account if it decides, for whatever reason, that it requires further security from the Buyer, other than that already provided (if any), for the performance and discharge of the Buyer’s obligations under any Contract or for any other reason it considers reasonable. The Buyer agrees to use its best endeavours to ensure that any additional security required by the Company (including, but not limited to, a third party providing a guarantee) is provided. The Company may decide to reinstate the Account if the Buyer provides the additional security required or meets any other conditions required to be satisfied by the Company.

8.5 If the Company exercises its right to cancel or suspend the Account, in accordance with Conditions 8.3 and 8.4 respectively, all sums owed to the Company by the Buyer at the date of cancellation or suspension shall be payable on demand and the Company may continue trading with the Buyer on the basis set out in Condition 8.2 for Buyers without an Account.

8.6 No payment shall be deemed to have been received until the Company has received cash or cleared funds and all sums payable to the Company under a Contract shall become due immediately on its termination, howsoever arising.

8.7 The Buyer shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Buyer has a valid court order requiring an amount equal to such deduction to be paid by the Company to the Buyer.

8.8 Without prejudice to any of its other remedies, if any amount due from the Buyer is not paid in accordance with the Contract the Company may do all or any of the following:

(a) treat any or all Contracts as repudiated by the Buyer;

(b) without notice suspend or cancel delivery of the Goods under the Contract, and any other Contract, until the Buyer pays the outstanding amount(s) in full;

(c) appropriate any payment made by the Buyer under any other Contract with the Company to pay for any outstanding amounts as the Company may, in its sole discretion, think fit;

(d) charge interest at the annual rate of 8% above the base rate of Bank of England (a part of a month being treated as a full month for the purpose of calculating interest);

(e) claim interest under Late Payment of Commercial Debts (Interest) Act 1998;

(f) invoice the Buyer for any and all costs incurred by the Company recovering monies owed.

8.9 On termination of the Contract, howsoever caused, the rights of the Company in this Condition 8 shall remain in effect.

9. CANCELLATION

9.1 Unless agreed otherwise in Writing by the Company, the Buyer is not entitled to cancel the Contract. However, except in relation to Special Orders and subject to the Company’s agreement, if the Company agrees that the Buyer may cancel the Contract before delivery of the Goods then this will be subject to the Buyer indemnifying the Company 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 Company as a result of the cancellation, which shall be notified to the Buyer by the Company.

9.2 Any amounts payable by the Buyer under Condition 9.1 shall be invoiced by the Company within 14 days of the cancellation date and shall be payable by the Buyer in accordance with Condition 8.

10. THE COMPANY’S WARRANTIES

10.1 Subject to Conditions 10.2 to 10.7, the Company warrants that the Goods shall conform in all materials respects with their description and applicable specification at the time of delivery and, unless otherwise agreed by the Company in Writing, the Company provides no other warranty in respect of the Goods. The Company will endeavour (but does not guarantee) to transfer the benefit of any warranty or guarantee for the Goods given to the Company by the relevant manufacturer to the Buyer.

10.2 Subject to Conditions 10.3 to 10.7, if the relevant Goods do not conform with the warranty provided by the Company in accordance with Condition 10.1, or any other warranty provided by the Company in Writing in respect of the Goods, the Company shall, at its option, replace such Goods (or the defective part) or issue a credit note at the pro rata Contract rate to the Buyer provided that the Buyer:

(a) gives written notice of any breach of the warranty to the Company within 7 days of the time when the Buyer discovers or ought to have discovered such; and

(b) gives the Company a reasonable opportunity, after receiving the notice, to examine the relevant Goods and the Buyer (unless agreed otherwise and subject to a reasonable handling charge in the circumstances for collection by the Company) returns the relevant Goods (or the relevant part) to the Company’s premises at the Buyer’s expense.

10.3 If a manufacturers’ warranty applies to the Goods and the Company has agreed to assist the Buyer to make a claim under the warranty this will be subject to the Buyer’s compliance with the terms of the manufacturers’ warranty and any reasonable conditions/instructions imposed by the Company.

10.4 Condition 10.2 shall not apply if the defect arises as a result of normal wear and tear, the Buyer’s negligence or failure to comply with the Conditions or failure to follow the Company’s or the manufacturers’ oral or written instructions as to the storage, specification, use or maintenance of the Goods or (if there are none) good trade practice or the Buyer makes any further use of the Goods after giving notice to the Company in accordance with Condition 10.2 or alters, modifies, mishandles or repairs such Goods.

10.5 If the Company complies with Condition 10.2 it shall have no further liability for a breach of the warranty in Condition 10.1 in respect of such Goods. If delivery of the Goods is not refused by the Buyer and the Buyer fails to notify the Company in accordance with Condition 10.2 (a) the Buyer shall not be entitled to reject the Goods and the Company shall have no liability for such defect or breach of warranty and the Buyer shall be bound to pay the Price as if the Goods had been delivered in accordance with the Contract.

10.6 Any Goods that are returned by the Buyer pursuant to Condition 10.2 shall belong to the Company. These Conditions shall apply to any replacement Goods supplied by the Company.

10.7 The Company’s reasonable opinion as to the cause of the defect shall be final and binding unless the Buyer can provide conclusive evidence to the contrary.

11. LIMITATION OF LIABILITY

11.1 Subject to Conditions 3.5, 4, 10 and 12, Condition 11 sets out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents, and sub-contractors) to the Buyer in respect of any breach of the Contract and any representation, statement, tortious act or omission, including negligence, arising under or in connection with the Contract.

11.2 Subject to Conditions 11.3 and 11.4:

(a) the Company shall not be liable to the Buyer for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise (in each case whether direct, indirect or consequential) or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract;

(b) the Company’s total liability in contract, tort (including breach of statutory duty or negligence), misrepresentation, restitution or otherwise arising out of or in connection with the performance or contemplated performance of the Contract shall be limited to the Price or £20,000 (whichever is the greater).

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

11.4 Nothing in the Conditions excludes or limits the Company’s liability for death or personal injury caused by the Company’s negligence or for fraud or fraudulent misrepresentation.

11.5 [insert provisions to accommodate for Consumer transactions?]

12. FORCE MAJEURE

12.1 The Company reserves the right to defer the date of delivery of the Goods or cancel the Contract (in each case without liability to the Buyer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond its reasonable control including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, labour disputes (other than in relation to the Company’s own workforce), or restraints or delays affecting suppliers or carriers, or inability or delay in obtaining supplies of adequate quality, provided that, if the event in question continues for a continuous period in excess of 30 days, the Buyer shall be entitled to give notice in Writing to the Company to terminate the Contract.

13. INDEMNITY

13.1 The Buyer shall be liable to pay the Company (on written demand) for, and indemnify the Company against, all reasonable costs, expenses and losses sustained or incurred by the Company (including, but not limited to, any direct, indirect or consequential losses, loss of profit, loss of reputation, damage to property, loss of opportunity to deploy resources elsewhere and legal costs on an indemnity basis) arising directly or indirectly from the Buyer’s fraud, negligence or failure to comply, or unreasonable delay in complying, with any of the Conditions.

14. GENERAL

14.1 If there are any differences between the information within the quotation and the order acknowledgement in respect of any Contract the latter shall prevail.

14.2 Each right or remedy of the Company under the Contract is without prejudice to any other right or remedy of the Company whether under the Contract or not.

14.3 All intellectual property rights, including, without limitation, copyright and trademarks, and all other rights in any documents or materials provided by the Company to the Buyer under the Contract shall belong to the Company.

14.4 Except as permitted by law, the Buyer (including its employees and agents) shall not disclose, and shall use its best endeavours to prevent disclosure of, any confidential information about the Company, its employees or agents, its business or the Goods that has come into its possession or knowledge as a result of the Contract.

14.5 If any Condition is found by any court to be wholly or partly illegal, invalid, unenforceable or unreasonable it shall, to the extent of such illegality, invalidity, unenforceability or unreasonableness be deemed severable and the remaining Conditions, and the remainder of such Condition, shall continue in full force and effect. In the event that such court decides that such Condition is not severable, the parties agree to substitute such Condition with a legal, valid, enforceable and reasonable Condition that achieves, to the greatest extent possible, the same commercial effect as the original Condition.

14.6 Failure or delay by the Company to enforce, or partially enforce, any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract. Any waiver by the Company of any breach of, or any default under, any provision of the Contract by the Buyer shall be in Writing, shall not be deemed a waiver of any subsequent breach or default, and shall in no way affect the other provisions of the Contract.

14.7 All notices sent by the Buyer to the Company must be sent to the Company at its registered office address or by email (insert address) or facsimile or as otherwise agreed by the Company. The Company may send notices to the Buyer at the email or postal address, or by facsimile to the number, provided by the Buyer to the Company.

14.8 All communications between the parties about the Contract, including any notices to be sent or received under the Contract, must be in Writing. Notices shall be deemed served on delivery if delivered by hand, 48 hours after posting if sent by post, and on completion of transmission if sent by email or facsimile.

14.9 The formation, construction, performance, validity and all aspects of the Contract shall be governed by the law of England and Wales and the parties submit to the exclusive jurisdiction of the English courts.