1.1 In these terms and conditions the following words have the following meanings:
“Buyer” means the person(s) or company whose Order for the Goods is accepted by the Company;
“Company” means either (i) Emtelle UK Limited, a company registered in Scotland (company number SC079486); or (ii) any named subsidiary or affiliate of Emtelle UK Limited. which is named in the Contract;
“Conditions” means: (i) the Company’s standard terms and conditions of purchase as set out in this document; and (ii) includes any special conditions agreed in writing between the Company and the Buyer;
“Contract” means any contract between the Company and the Buyer for the sale and purchase of the Goods in accordance with the Conditions;
“Goods” means any goods which the Company is to supply to the Buyer (including any of them or any part of them) as set out in the Order;
“Force Majeure Event” means any event beyond the reasonable control of a party to a Contract which is unavoidable including, but not limited to:, acts of god, war, fire, industrial disputes, flood, tempest, national emergencies, epidemics and pandemics, and the in difficulty obtaining materials except at unreasonably enhanced prices due to any of the foregoing reasons;
“Intellectual Property Rights” means any intellectual property rights including patents, rights to inventions, trademarks, service marks, copyright and related rights, trade names and domain names, design rights and moral rights, whether registered or unregistered including all applications for and renewals or extensions of (and rights to apply for, renew or extend) such rights, together with any or all goodwill relating or attached thereto;
“Order” means the Buyer’s order for the supply of Goods, as may be set out in the Buyer’s purchase order form, or in the Buyer’s written acceptance of the Company’s quotation.
1.2 The headings in these terms and conditions are for convenience only and shall not affect their interpretation.
2.1 Subject to any variation under Section 2.4, the Contract will be on these terms and conditions set out below to the exclusion of all other terms and conditions (including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of Order or similar document.)
2.2 Each Order for Goods by the Buyer from the Company shall be deemed to be an offer by the Buyer to purchase Goods subject to these Conditions.
2.3 No terms or conditions endorsed upon, delivered with or contained in the Buyer’s purchase order, specification or similar document will form part of this Contract simply as a result of a reference to such document being referred to in this Contract.
2.4 Any variation to these Conditions and any representations about the Goods shall have no effect unless expressly agreed in writing and signed by an authorized signatory of the Company.
2.5 Acceptance of delivery of the Goods shall be deemed to be conclusive evidence of the Buyer’s acceptance of these Conditions.
2.6 The Buyer must ensure that the terms of its Order and any applicable specification are complete and accurate.
2.7 Any quotation is given on the basis that no Contract will come into existence until the Company despatches an acknowledgment of Order to the Buyer. Any quotation is valid for a period of 30 days from its date provided the Company has not previously withdrawn it. A quotation shall be deemed to be withdrawn if not accepted by the Buyer within that 30-day period.
2.8 The Company accepts orders subject to the absolute right to cancel and rescind Contracts in cases where the Buyer or the terms stated are not acceptable to the Company’s insurers or, where applicable, to any other governmental or other body guaranteeing overseas contracts.
3.1 The description of the Goods shall be as set out in the Company’s quotation.
3.2 All drawings, descriptive matter, specifications and advertising issued by the Company or the manufacturer of the Goods and any descriptions or illustrations contained in the Company’s or manufacturer’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They will not form part of the Contract.
3.3 The Company may make any changes to the specification, design, materials or finishes of the Goods which are required to conform with any applicable safety or other statutory requirements.
4.1 If the quotation does not provide for shipment of the Goods, delivery will take place at the Company’s place of business.
4.2 The Buyer will take delivery of the Goods within 7 days of the Company giving it notice that the Goods are ready for delivery, regardless of whether such Goods are ready by the estimated delivery date or not.
4.3 If the quotation provides for shipment of the Goods, delivery will be deemed to take place at the point of entry to the Buyer’s works or site specified in the Contract and the Goods shall be delivered by such means as the Company thinks fit (including a carrier of the Company’s choice), unless the Buyer has specified in its Order the details of the contract with a carrier which it reasonably requires, having regard to the nature of the Goods and the other circumstances of the case.
4.4 If the quotation provides for shipment of the Goods, the Buyer shall not be entitled to change the delivery location once the relevant Goods have left the Company’s place of business / are in transit and, in such circumstances, the Buyer shall be fully and solely responsible for ensuring that such Goods are capable of being delivered to, and accepted at, such delivery location.
4.5 Delivery of the Goods shall be accepted at any time of day.
4.6 Any dates specified by the Company for delivery of the Goods are approximate only and may not be made of the essence by notice. If no dates are so specified, delivery will be within a reasonable time.
4.7 Subject to the other provisions of these Conditions the Company will not be liable for any loss (including loss of profit), costs, damages, charges or expenses arising directly or indirectly out of delay or failure to deliver the Goods (even if caused by the Company’s negligence).
4.8 The Buyer must accept delivery of the Goods and pay for them in full unless the Buyer provides written notice to the Company requesting delivery of the Goods and has not received such Goods within four weeks thereafter, in which event the Buyer may cancel the applicable Contract to the extent it relates to the Goods which were subject to such delivery without further liability for the Goods.
4.9 For Orders of less than £1000, the Company reserves the right to charge the Buyer the shipping rate that is charged to the Company by the carrier for the delivery of the Goods.
4.10 The Buyer will be responsible for loading and offloading the Goods and will, unless otherwise agreed, provide at its expense at the delivery point adequate and appropriate equipment and manual labor for off-loading or loading the Goods.
4.11 The Company may deliver to the Buyer Goods up to 5% more or 5% less than the quantity ordered. The Buyer shall accept delivery of Goods within such limits without objection but invoices shall be adjusted to reflect actual quantities delivered.
4.12 Where the quotation includes the cost of shipment of the Goods, the Company will not be liable for any losses or damage in transit of any kind unless notice of such loss or damage is given to the carriers and to the Company:
4.12.1 in the case of extrusions at the time of delivery, by endorsement on the delivery documentation;
4.12.2 in all other cases by written notification to the Company within 3 days of delivery and by endorsement on the delivery documentation.
5.1 The quantity of any consignment of Goods as recorded by the Company upon despatch from the Company’s place of business shall be conclusive evidence of the quantity received by the Buyer on delivery unless the Buyer can provide conclusive evidence proving the contrary.
5.2 The Company shall not be liable for any non-delivery of Goods (even if caused by the Company’s negligence) unless the Buyer provides written notice to the carrier and the Company within 3 days of the date of invoice relating to such Goods.
5.3 The aggregate liability of the Company for the non-delivery of any one Order of Goods shall be limited to replacing the Goods for that Order within a reasonable time, or issuing a credit note at the pro rata contract rate against any invoice raised for such Goods.
All pallets and returnable packaging and containers will remain the property of the Company at all times. It is the Buyer’s responsibility to return all packing and containers to the Company. In the event such packaging materials and containers are not returned in a good and serviceable condition within the period specified in the Company’s quotation with shipping paid, the Buyer will be charged in full for the loss of such packaging materials and containers.
7.1 If the Buyer fails to take delivery of any of the Goods when they are ready for delivery (or offload such Goods at the delivery point) or to provide any instructions, documents, licences or authorizations required to enable the Goods to be delivered on time (except because of the Company’s fault) any and all risk or liability in the Goods will pass to the Buyer (including, without limitation, for any loss or damages caused by or relating to the Company’s negligence), the Goods will be deemed to have been delivered, and (without prejudice to its other rights) the Company may:
7.1.1 store or arrange for the storage of the Goods until actual delivery or sale and charge the Buyer for all related costs and expenses (including, without limitation, storage and insurance); and/or
7.1.2 following written notice to the Buyer sell any of the Goods at the best price reasonably obtainable in the circumstances to a third party buyer, and charge the Buyer for any price differential between the price in the Contract and the price of the Goods sold to such third party as a result thereof; and/or
7.1.3 charge the Buyer for the attempted delivery of the Goods, in addition to applicable costs incurred by the Company to return the Goods to the Company and a reasonable re-stocking fee.
7.2 The Company is not responsible or liable in any manner for demurrage charges or additional costs which may result from delays in unloading the Goods.
8.1 Risk of damage to or loss of Goods shall pass to the Buyer upon delivery in accordance with condition 4 above.
8.2 Notwithstanding delivery and the passing of risk, and solely for the purposes of securing payment of all monies due or to become due to the Company by the Buyer on any account, ownership of the Goods shall not pass to the Buyer until the Company has received in full (in cash or cleared funds) all sums due to it in respect of:
8.2.1 the Goods; and
8.2.2 all other sums which are or which become due to the Company from the Buyer on any account.
8.3 Until ownership of the Goods has passed to the Buyer, the Buyer will:
8.3.1 hold the Goods on a fiduciary basis as the Company’s bailee;
8.3.2 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;
8.4 In the event the Goods are not paid for in full, the Company shall be entitled to retake possession of any Goods, and the Company is authorized to enter into any premises of the Buyer or any third party where the Goods are or may be stored and repossess the Goods.
8.5 The Company may in respect of all unpaid debts due from the Buyer under this or any other contract have a general lien on all Goods and property of the Buyer in the Company’s possession (although such Goods or some of them may have been paid for) and shall after the expiration of twenty eight (28) days written notice to the Buyer be entitled to dispose of such Goods and property as it deems fit and apply the proceeds towards such debts, and remaining sums shall be held on trust.
9.1 Subject to condition 9.2 below, the price for the Goods shall be the price stated in the Company’s quotation and shall be binding upon the Company only if the Buyer accepts the Company’s quotation within thirty (30) days of Buyer’s receipt of the Company’s quotation. If Buyer has not accepted the Company’s quotation within such thirty (30) day period, the quotation may be altered by the Company without further notice to the Buyer.
9.2 The Company may increase the price of the Goods to reflect any increase in the cost of manufacture or distribution of the Goods which is due to any factor beyond the reasonable control of the Company; this includes (without limitation) foreign exchange fluctuation, currency regulation, alteration of duties and taxes, increase in cost of labour, materials and other manufacturing costs and transport costs, changes in rates of insurance, alterations in duties or import variations, or by reason or any cause beyond the control of the Company. The Company may also increase the price of the Goods, upon reasonable prior written notice to the Buyer, to reflect any increase in the cost of the Goods that is due to (a) any request by the Buyer to change the delivery date(s), quantities or types of Goods ordered, or the specification of the Goods; (b) any delay caused by any instructions of the Buyer or failure of the Buyer to give the Company adequate or accurate information or instructions; (c) any other variation to the Order by the Buyer; or (d) any failure by the Buyer to perform their obligations under the Contract and/or Order.
9.3 Unless otherwise agreed to between the parties, the price for the Goods is exclusive of any applicable taxes, which the Buyer shall pay in addition to the price stated in the Company’s quotation for the delivery of the Goods.
9.4 All payments shall be made to the Company in the United Kingdom in the currency stipulated in the Company’s quotation to the Buyer.
All sales of product are subject to Emtelle’s terms and conditions of sale only, which can be found on Emtelle’s website.This document
is protected by copyright (c) Emtelle 2022. The products depicted are protected by intellectual property rights. Any unauthorized
copying of this document or of our products is prohibited and Emtelle will take action to prevent any infringement of its rights and to
claim damages for the loss that it suffers.
9.5 Unless otherwise stated, payment terms are “net monthly account”, which is to be interpreted as “payment to be made before the end of the calendar month following the calendar month during which the Goods were invoiced”. Time of payment shall be of the essence. No payment shall be deemed to have been received until the Company has received cleared funds.
9.6 If the Buyer’s account is overdue for payment, the Company reserves the right to withhold or suspend deliveries under this Contract or any other Contract with the same Buyer or the Buyer’s affiliates. Any such withholding or suspension shall not give rise to any claim or liability whatsoever against the Company and shall be without prejudice to the Company’s right to recover any amount due from the Buyer and any other rights the Company may exercise pursuant to these terms.
9.7 If the Buyer’s account is overdue for payment, the Company reserves the right to charge interest at 4% per annum above the Bank of England’s base rate (from time to time) on the amount overdue.
9.8 The right of the Buyer to set off the value of any shortage, defective Goods or Goods not otherwise conforming to the Contract shall be restricted to the specific invoice for the Goods in question and shall not apply to previous or future accounts.
10.1 In the event of any Goods supplied by the Company and not being of its own manufacture being proved to be defective or failing in service, the Buyer shall be entitled only to, and limited to, such restitution as the Company actually receives from the manufacturer and/or supplier to the Company.
10.2 The Company warrants that (subject to the other provisions of these terms and conditions) upon delivery the Goods are, and for a period of 12 months from the date of delivery will be, of satisfactory quality and are fit for the commercial purpose for which they have been designed.
10.3 The Company shall not be liable for a breach of the warranty set forth in Section 10.2 unless:
10.3.1 the Buyer gives written notice of the defect to the Company and, if the defect is as a result of damage in transit, to the carrier within 14 days of:
10.3.1.1 the date of delivery (where the defect would be apparent to the Buyer upon a reasonable inspection); or
10.3.1.2 the date when the Buyer knew or should have reasonably known of the defect (where the defect would not be apparent to the Buyer upon a reasonable inspection); and
10.3.2 upon receiving notice from the Buyer regarding an alleged breach of warranty, the Company is provided a reasonable opportunity to inspect and examine the Goods, and the Buyer (if asked to do so by the Company) returns such Goods to the Company for an examination to occur on the Company’s premises.
10.4 The Company shall not be liable for a breach of the warranty set forth in Section 10.2 if:
10.4.1 the defect arises or relates to the Buyer’s failure to follow the Company’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods, or if there are no such instructions, commercial industry and trade practice. [The Buyer should carry out any and all tests specified in the Company installation instructions for the Goods before and after installation as detailed in MHT2570. The latest version of these installation instructions can be found at www.emtelle.com/test procedure or can be requested by e-mail from info@emtelle.com; or
10.4.2 the Buyer alters, repairs or performs maintenance on such Goods for any purpose whatsoever without the written consent of the Company; or
10.4.3 the defect in such Goods arises from any design defect in any drawing, design or specification supplied or approved by the Buyer; or
10.4.4 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
10.4.5 the Goods differ from their description or specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
10.5 In the event Buyer states a valid claim for breach of warranty, the Company shall at its option repair or supply replacement Goods (or the defective parts, if applicable) or refund the price of such Goods at the pro-rata contract rate.
10.6 Except for the warranty set forth in Section 10.2, the Company hereby disclaims all warranties, express, implied, statutory or otherwise, and specifically disclaims all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement. The remedy set forth in Section 10.5 shall be the Buyer’s sole and exclusive remedy and the Company’s entire liability for any breach of warranty.
10.7 Any defective Goods will belong to the Company and any Goods which are repaired or which are re-supplied will be warranted on these terms and conditions for the unexpired portion of the 12 month period.
10.8 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.
11.1 The following provisions in this Section 11 set out the entire liability of the Company (including any liability for the acts or omissions of its employees, agents and subcontractors) to the Buyer in respect of:
11.1.1 any breach of these Conditions; and
11.1.2 any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract;
11.2 Nothing in these Conditions excludes or limits the liability of the Company for death or personal injury caused by the Company’s negligence, fraud or fraudulent misrepresentation, or for any other head of liability which cannot be lawfully limited or excluded under English Law.
THE BUYER’S ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF SECTIONS 11.3 AND 12.2 BELOW
11.3 Subject to Section 11.2:
11.3.1 notwithstanding the provisions of any other terms and conditions herein, the Company’s aggregate 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 this Contract shall be limited in amount to the aggregate amount of the price of the Goods covered by such Contract. The parties agree that this condition is reasonable and that the contract price is based on the level, exclusions and limits of liability in this condition.
11.3.2 the Company shall not be liable to the Buyer for:
(I) loss of profit; or
(II) loss of business; or
(III) business interruption; or
(IV) depletion of goodwill and/or similar losses; or
(V) loss of anticipated savings; or
(VI) loss of agreements or contracts,
in each case whether direct, indirect or consequential, or for any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with this Contract, in each of the above cases whether or not caused by the negligence of the Company, its employees, agents or sub-contractors.
12.1 The Buyer will indemnify, defend and hold harmless the Company and its affiliates, and their respective directors, officers, employees, agents, representatives and their successors and assigns and hold them harmless from and against any and all losses, liabilities, claims, causes of action, costs and expenses (including reasonable attorneys’ fees and related legal expenses) caused by or relating to the Buyer’s failure to provide appropriate equipment and manual labour for off-loading or loading of Goods (whether or not the off-loading or loading is supervised by or on behalf of the Buyer) for:
12.1.1 any personal injury to or death of any of the Company’s employees, agents or sub-contractors or any third party; and
12.1.2 any damage to or loss of any property of the Company, its employees, agents or sub-contractors or any third party.
12.2 The Buyer will indemnify, defend and hold harmless the Company and its affiliates, and their respective directors, officers, employees, agents, representatives and their successors and assigns, and hold them harmless from and against all liability, actions, proceedings, costs, claims, damages or demands in any way connected with these Conditions or any Contract brought or threatened to be brought against the Company by any third party, except to the extent the Company is liable to the Buyer in accordance with these Conditions.
12.3 The Buyer will indemnify, defend and hold harmless the Company and its affiliates, and their respective directors, officers, employees, agents, representatives and their successors and assigns, and hold them harmless from and against all damages, penalties, costs and expenses suffered or incurred by the Company in connection with any claim made against the Company for actual or alleged infringement of a third party’s Intellectual Property Rights arising out of or in connection to any work done in accordance with specifications, drawings or special requirements of the Buyer.
13.1 The Company may deliver the Goods by installments, and each installment shall be deemed to be sold under a separate Contract. No failure of or delay in delivery of any installment nor any defect in the contents thereof shall entitle the Buyer to treat the Contract as repudiated with regard to any remaining installments.
13.2 If subsequent to any Contract of sale which is subject to these Conditions, the Company and the Buyer enter into a separate Contract without express reference to these Conditions, these Conditions shall be deemed to be incorporated in full into such separate or additional Contract of sale.
14.1 The Company may at the request of the Buyer, without being under any obligation to do so, furnish technical advice concerning the use of the Goods and such assistance will be given to the best of the Company’s ability but this shall be on the express understanding that any such advice or assistance is given and accepted at the Buyer’s risk and the Company shall not be liable for any loss, damage or claims arising therefrom.
14.2 The Company shall not incur any liability whatsoever in connection with work carried out or any materials supplied which is derived from or related to the Buyer’s own drawings, designs or specifications.
14.3 The submission of a quotation or acceptance of an Order by the Company in no way implies any responsibility on its part for any additional authorizations or regulatory approvals which may be required by the Buyer.
Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. The time for performance of such obligations shall be extended accordingly. Deliveries may be partially or totally suspended by either party during any period in which it is prevented from manufacturing, delivering or taking delivery of the Goods through any Force Majeure Event and if such party notifies the existence of such Force Majeure Event to the other party in writing. If, because of such Force Majeure Event, the Company is unable to supply the total requirement of the Goods the Company may allocate its available supply among all of its customers, including those not under contract, as the Company thinks fit. Deliveries so suspended for three months may thereafter during such suspension be cancelled without liability but the Contract between the parties shall otherwise remain unaffected.
16.1 The Buyer and Company acknowledge and agree that Company owns and will retain all Intellectual Property Rights relating to the Goods.
16.2 The Buyer acknowledges that the Company does not permit, and indeed expressly prohibits, the Buyer and (if applicable) each subsequent purchaser of the Goods (whether purchasing directly or indirectly from the Buyer and regardless of the degree removed from this Contract) from using the name “Emtelle”, or any other Intellectual Property Rights of the Company. Accordingly the Buyer undertakes that:
(i) it shall not use, or cause or permit a third party to use, any of the Company’s Intellectual Property Rights in breach of the foregoing prohibition; and
(ii) if it sells or otherwise transfers all or any portion of the Goods to a third party, then it shall include in its contract with the third party purchaser an undertaking from the third party purchaser in terms substantially similar to the undertakings given by the Buyer under this condition 16.2 and an express provision that the Company can rely on and enforce such undertaking.
16.3 The Buyer shall not at any time attack, either directly or indirectly, the title, validity, or any of the Company’s rights in and to the Intellectual Property Rights. Nothing in this Contract shall be construed as conveying or transferring ownership or title of any Intellectual Property Rights.
16.4 The Buyer shall inform Company promptly in writing of any alleged infringement of the Intellectual Property Rights by a third-party and of any available evidence thereof.
16.5 The Buyer shall not directly or indirectly, in any form or manner, reverse engineer or otherwise disassemble the Goods.
16.6 No representation warranty or indemnity is given by the Company that the Goods do not infringe any Intellectual Property Rights of a third party. Section 12.3 of this Contract governs Buyer’s indemnification obligations in relation to Intellectual Property Rights.
17.1 Without limiting its other rights or remedies, the Company may terminate this Contract with immediate effect by giving written notice to the Buyer if:
(i) the Buyer breaches any of the provisions set forth in these terms and conditions or under the Contract and (if such a breach is remedial) fails to remedy that breach within 21 days of being notified in writing to do so by the Company;
(ii) any insolvency, bankruptcy or similar proceedings are commenced by or against the Buyer, including any assignment by Buyer for the benefit of creditors;
(iii) the Buyer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
(iv) the Buyer’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy
17.2 Without limiting its other rights or remedies, the Company may suspend provision of the Goods under the Contract or any other contract between the Company and the Buyer if the Buyer becomes subject to any of the events listedin condition 17.1(ii), or the Company reasonably believes that the Buyer is about to become subject to any of them, or if the Buyer fails to pay any amount due under this Contract on the due date for payment.
17.3 Without limiting its other rights or remedies, the Company may terminate the Contract with immediate effect by giving written notice to the Buyer if the Buyer fails to pay any amount due under the Contract on the due date for payment.
17.4 The Company’s rights contained in Section 8 (but not the Buyer’s rights) shall continue beyond the discharge of the Buyer’s and the Company’s primary obligations under the Contract following its termination. 17.5 The termination of the Contract howsoever arising shall be without prejudice to the rights and duties of either the Buyer or the Company which have accrued prior to termination.
17.6 On termination of the Contract for any reason the Buyer shall immediately pay to the Company all of the Company’s outstanding unpaid invoices and interest and, in respect of the Goods supplied but for which no invoice has been submitted, the Company shall submit an invoice, which shall be payable by the Buyer immediately on receipt.
17.7 Any provision of the Contract and/or these Conditions that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.
18.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party, except as permitted by condition 18.2.
18.2 Each party may disclose the other party’s confidential information:
(i) to its employees, officers, representatives, contractors, sub-contractors or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this condition 18; and
(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
18.3 Neither party shall use the other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.
19.1 Time for performance of all obligations of the Buyer is of the essence.
19.2 Each right or remedy of the Company under this Contract is without prejudice to any other right or remedy of the Company whether under this Contract or not.
19.3 Any provision of this Contract which is held by a competent authority to be invalid, void, voidable, unenforceable or unreasonable (in whole or in part) shall to the extent of such invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the other provisions of this Contract and the remainder of such provision shall not be affected.
19.4 Failure by the Company to enforce or partially enforce any provision of this Contract will not be construed as a waiver of any of its rights under this Contract.
19.5 The Company may assign, novate, license or sub-contract all or any part of its rights or obligations under this Contract without the Buyer’s consent.
19.6 This Contract is personal to the Buyer who may not assign, novate, license or subcontract all or any of its rights or obligations under this Contract without the Company’s prior written consent.
19.7 Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
19.8 The formation, construction, performance, validity and all aspects of this Contract are governed by the laws of England and Wales. .pro
19.9 The Contract constitutes the entire agreement between the parties.
19.10 Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
19.11 No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
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Emtelle UK Limited
Haughhead
Hawick TD9 8LF
Scotland
© EMTELLE 2024
