Terms and Conditions

TERMS AND CONDITIONS OF SALE OF GOODS

1. Interpretation

1.1 Definitions:

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

Account Application Form: means the account application form setting out the details of the Customer.

Authorised Representative: means a person whose job title is that of Director or Managing Director or a person who holds the office of a director.

Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

Conditions: means these terms and conditions as amended from time to time.

Confidential Information: all confidential information (however recorded or preserved) disclosed by a party or its employees, officers, representatives, advisers or subcontractors involved in the provision or receipt of the Goods (together, its “Representatives”) to the other party and that party's Representatives in connection with these Conditions which information is either labelled as such or should reasonably be considered as confidential because of its nature and the manner of its disclosure.

Contract: the contract between the Supplier and the Customer for the sale and purchase of the Goods in accordance with these Conditions.

Customer: the customer as identified in the Account Application Form or Order (as applicable).

Force Majeure Event: any cause preventing either party from performing any or all of its obligations which arises from or is attributable to acts, events, omissions or accidents beyond the reasonable control of the party so prevented including, without limitation, act of God, war, riot, computer viruses and malware, epidemics, pandemics, civil commotion, compliance with any law or governmental order, rule, regulation or direction, flood or storm, save that strike or lock out of the party’s own staff shall not entitle them to claim that to be a force majeure event.

Goods: the goods (or any part of them) set out in the Order or as otherwise agreed between the parties.

Order: the Customer’s order for the Goods as set out under separate cover in the applicable statement of work or purchase order (as the case may be) and which incorporates the Conditions.

Supplier: Viadex Limited incorporated and registered in England and Wales with company number 04066603 whose registered office is at Unit 20 Red Lion Road Business Park, Red Lion Road, Surbiton, Surrey, KT6 7QD.

1.2 Interpretation:

(a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

(b) A reference to a party includes its successors and permitted assigns.

(c) A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.

(d) Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.

(e) A reference to writing or written excludes fax but not email.

2. Basis of Contract

2.1 These Conditions apply to the Contract to the to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing unless accepted in writing by the Supplier. It is the Customer's responsibility to be aware of the Conditions as current from time to time.

2.2 In addition to any acceptance of these Conditions, by signing the Supplier’s Account Application Form, the Customer's acceptance of these Conditions shall also be made either by the earlier of:

(a) the Customer providing a purchase order to the Supplier and the Supplier accepting the purchase order; or

(b) the Customer accepting Goods from the Supplier.

2.3 Notwithstanding any acceptance by the Supplier of the Customer's Order, if there has been a material or obvious pricing error by the Supplier, the Supplier shall be entitled within thirty (30) days of its acceptance of the Order to either invoice the Customer the true and correct list price (not exceeding the prevailing market price at wholesale level) of the Goods at the date of order or, if the Customer shall prefer, upon notice to Customer cancel the Order.

2.4 No employee or agent of the Supplier other than an Authorised Representative has any authority to make any representation at all concerning the Goods and an Authorised Representative has no authority to make such representation other than in writing (an "authorised representation") and accordingly the Customer agrees that in entering into any contract with the Supplier it does not rely on any unauthorised representation and the Customer agrees it shall have no remedy in respect of any unauthorised representation (unless made fraudulently).

2.5 A quotation for the Goods given by the Supplier shall not constitute an offer. A quotation shall only be valid for a period of fourteen (14) days from its date of issue.

2.6 No variation to these Conditions shall be binding unless agreed in writing signed by an Authorised Representative of the Supplier.

2.7 In the event that the Supplier offers services to the Customer in addition to the supply of Goods, the provision of such services may be subject to additional terms and conditions.

3. The Goods

3.1 The Customer shall be responsible for ensuring the accuracy of any Order, and shall be solely responsible for its selection of Goods and the fitness of the Goods for any particular purpose. The supplier disclaims any liability for any errors in the Customer's Order.

3.2 Any samples, drawings, descriptive matter or advertising produced by the Supplier and any descriptions or illustrations contained in the Supplier's catalogues, brochures or website are produced for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Conditions or have any contractual force.

3.3 To the extent that the Goods are to be manufactured in accordance with the Customer’s specification, the Customer shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by the Supplier in connection with any claim made against the Supplier for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with the Supplier's use of that specification. This clause 3.3 of these Conditions shall survive termination of the Contract or Order.

3.4 The Supplier reserves the right to amend any specifications or these Conditions if required by any applicable statutory or regulatory requirements.

3.5 Where the Goods are manufactured or being supplied by a third party supplier, they will be supplied subject to any terms and conditions of sale and returns policy relating thereto by the relevant manufacturer and/or third party supplier.

4. Price and Payment

4.1 Prices for Goods in the Supplier’s stock ready to be shipped will be established at the time the Order is accepted by the Supplier.

4.2 If the Customer places an order for Goods not in stock at the time of order (a “Backorder”) or the Customer places an order for scheduled delivery, such orders shall be irrevocable and the price for such Goods shall be the price established at the time the Backorder or scheduled delivery is accepted by the Supplier.

4.3 Notwithstanding the foregoing, the Supplier reserves the right to increase its prices after acceptance of a Backorder or scheduled delivery due to an increase in its third party supplier’s price to the Supplier or an increase in direct costs to which the Supplier becomes subject (including without limitation costs resulting from currency fluctuation) but the Supplier shall only increase its price by such level as is necessary to reflect such increases.

4.4 Orders for direct shipment to the Customer’s customer may require the Customer's acceptance of additional terms including prepayment of the Order and will be subject to additional fees. The Customer is responsible for the accuracy of all information provided about its customers including but not limited to the name and ship-to address.

4.5 The Supplier shall not be liable to the Customer for any loss or damage arising from inaccurate or erroneous information if the Supplier has relied upon such information or shipping instructions provided by the Customer. If the Customer requests a change to the ship-to customer name or address after the Supplier’s acceptance of the Order such change shall be made in writing by an Authorised Representative of the Customer and the Supplier shall not act on any verbal instructions by the Customer or anyone acting on the Customer's behalf. The Supplier shall have no obligation to monitor or verify whether the Customer or any orders placed by Customer are the subject to any fraudulent or other criminal activity or attempt by the Customer's customers or any third party.

4.6 Unless otherwise stated, prices exclude:

(a) any copyright levies, waste and environmental fees, and similar charges that by law or statute may or shall charge or collect upon resale;

(b) unless otherwise set out in the Order, the costs of packaging, insurance and transport of the Goods;

4.7 The Customer shall pay each undisputed invoice for the Goods in full and cleared funds (without deduction or set-off) within thirty (30) days of the date of such invoice unless otherwise agreed in writing by the Supplier.. Time for payment shall be of the essence.

4.8 All payments by the Customer hereunder shall be in United Kingdom pound sterling unless otherwise agreed or set out in the Order and shall be paid to the Supplier's bank account as advised by the Supplier to the Customer in writing.

4.9 Should the Customer be required by any law or regulation to make any deduction on account of tax including but not limited to withholding tax or otherwise on any sum payable under the Contract, the price payable shall be increased by the amount of such tax to ensure that the Supplier receives a sum equal to the amount to be paid under the applicable Order.

4.10 If the Customer fails to make a payment due to the Supplier under the Conditions by the due date, then, without limiting the Supplier's remedies under clause 11, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 4.10 will accrue each day at four percent (4%) a year above the Bank of England's base rate from time to time. The Customer shall pay the interest together with the overdue amount.

4.11 All amounts due under the Conditions shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

4.12 Where the Supplier has agreed to supply the Goods on credit, the Customer shall pay the price of the Goods within the stated timeframe of the date of the Supplier's invoice notwithstanding that title to the Goods has not passed to the Customer. The Supplier shall be entitled at its absolute discretion to alter payment terms (other than on concluded Orders) and withdraw or alter any credit limit granted at any time with notice. If the Customer exceeds its credit limit or fails to qualify for continued credit terms, the Supplier may, at its sole discretion, delay subsequent shipments or require prepayment until the Supplier determines that the Customer is once again qualified to receive credit terms.

4.13 The Customer shall provide the Supplier's Credit Department with copies any financial information which may assist with providing a credit facility. The Customer shall inform the Supplier promptly if there is a change of ownership or control of the Customer or its direct or indirect parent company (excluding changes of ownership of the shares of a publicly quoted company which do not result in a change in control of the company's board of directors or other governing board), a management buy-out, or all or a substantial part of the Customer's assets are sold or otherwise transferred to any non-affiliated company or member of the Customer's group of companies.

4.14 In the event Customer intends to sell, assign, factor or otherwise transfer any book debt owed to Customer or to enter into any form of invoice discounting arrangement, the Customer agrees to inform the Supplier in writing prior to entering into any such arrangements.

4.15 If the Supplier issues a credit note and the Customer does not utilise the credit note within a period of twelve (12) months from the date of its issue, the Supplier shall have the right to cancel the credit note and the Customer shall not be entitled to a replacement or any payment in respect of the same.

4.16 Any credit balance shown on a Customer's statement of account issued by the Supplier which remains on the statement for a period of twelve (12) months will be forfeited by the Customer who shall no longer have any rights to the same.

5. Delivery

5.1 The Supplier shall endeavour to deliver Goods to the agreed delivery location (“the Delivery Location”) on the agreed delivery date.

5.2 Where the Supplier has agreed to ship Goods direct to the Customer's customer, any such shipment or performance shall be deemed to be delivery to the Customer and any refusal by the Customer's customer to accept delivery or performance shall be deemed to be a refusal by the Customer. It shall be the Customer's obligation to report any delivery discrepancies to the Supplier. The Customer shall bear all costs associated with the unjustified refusal of Goods. If the refusal is made on the grounds that the order was wrongly placed (i.e. wrong Goods, wrong pricing, etc.) and the refusal is accepted by the Supplier, the Supplier reserves its right to charge accordingly additional fees for return transportation and administrative expenses related thereto, and original carriage costs will not be reimbursed.

5.3 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence.

5.4 If the Customer fails to accept delivery of the Goods within three (3) Business Days of the Supplier notifying the Customer that the Goods are ready or attempts to effect delivery, then, except where such failure or delay is caused by a Force Majeure Event or the Supplier's failure to comply with its obligations under the Conditions in respect of the Goods:

(a) delivery of the Goods shall be deemed to have been completed at 9.00 am on the third (3rd) Business Day after the day on which the Supplier notified the Customer that the Goods were ready or attempted to deliver them; and

(b) the Supplier shall (subject to clause 5.5) store the Goods until actual delivery takes place, and charge the Customer for all related costs and expenses (including insurance and storage).

5.5 If ten (10) Business Days after the day on which the Supplier notified the Customer that the Goods were ready for delivery or the Customer has not accepted actual delivery of them, the Supplier may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods.

5.6 If the Supplier fails to deliver Goods by the relevant delivery date after being given a reasonable opportunity to remedy such delay, except to the extent that such delay is due by a third party for which the Supplier shall have no liability, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Supplier shall have no liability for any failure to deliver Goods to the extent that such failure is caused by:

(a) a delay from the manufacturer, third party supplier or other third party;

(b) a Force Majeure Event; or

(c) the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

5.7 The Supplier may deliver Goods by instalments, which shall be invoiced and paid for separately. The Customer may not cancel an instalment because of any delay in delivery or defect in another instalment.

5.8 The Customer is responsible for obtaining, at its own cost, such import licences and other consents in relation to the Goods as are required from time to time and, if required by the Supplier, the Customer shall make those licences and consents available to the Supplier prior to the relevant shipment.

6. Warranties

6.1 Subject to clause ‎4 of these Conditions, the Supplier warrants that, for such period as is offered by the manufacturer (if any) (“Warranty Period”), the Goods shall:

(a) be free from material defects in design, material and workmanship; and

(b) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).

6.2 Subject to clause ‎3 of these Conditions, if:

(a) the Customer gives notice in writing to the Supplier during the Warranty Period, within five (5) Business Days of discovery that some or all of the Goods do not comply with the warranties set out in clause ‎6.1 of these Conditions;

(b) the Supplier is given a reasonable opportunity of examining such Goods; and

(c) the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier's place of business at the Supplier's cost, the Supplier shall, at its option, repair or replace any Goods that are found to be defective, or refund the price of such defective Goods in full.

6.3 The Supplier shall not be liable for the Goods' failure to comply with the warranties set out in clause ‎1 of these Conditions if:

(a) the Customer makes any further use of such Goods after giving notice of defects in accordance with clause ‎6.2 of these Conditions;

(b) the defect arises because the Customer failed to follow the Supplier's oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;

(c) the defect arises as a result of the Supplier following any drawing, design or specification supplied by the Customer;

(d) the Customer alters or repairs such Goods without the written consent of the Supplier;

(e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or

(f) the Goods differ to those ordered due to changes made to ensure they comply with applicable statutory or regulatory requirements.

6.4 Insofar as the Goods comprise or contain goods or components which were not manufactured or produced by the Supplier, the Customer shall be entitled only to such warranty or other benefit as the Supplier has received from the third party supplier or manufacturer (as applicable) and is permitted to pass onto the Customer.

6.5 The Supplier's only liability to the Customer if the Goods fail to comply with the warranties set out in clause ‎1 of these Conditions is as set out in clause 6 of these Conditions.

6.6 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 or any other statute or common law are, to the fullest extent permitted by law, excluded from these Conditions.

6.7 The terms of these Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.

7. Title and risk

7.1 Risk in Goods shall pass to the Customer on completion of unloading the Goods at the Delivery Location.

7.2 Title to Goods shall only pass to the Customer once the Supplier receives payment in full (in cash or cleared funds) for them.

7.3 Until title to the Goods has passed to the Customer, the Customer shall:

(a) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier's property;

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

(c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;

(d) notify the Supplier immediately if it becomes subject to any of the events listed in clause 11.1(b) to (d); and

(e) give the Supplier such information relating to the Goods as the Supplier may require from time to time.

7.4 At any time before title to the Goods passes to the Customer, the Supplier may require the Customer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another good and if the Customer fails to do so promptly, the Customer irrevocably licenses the Supplier, its officers, employees and agents, to enter any premises of the Customer or of any third party (including with vehicles), where the Goods are stored, in order to recover them.

8. Returns

8.1 All returns of Goods can only be made, and will only be accepted by the Supplier if they comply with this clause 8.

8.2 Goods can only be returned in accordance with the Supplier or third party supplier’s terms and conditions or returns policy.

8.3 Prior authorisation for the return of any Goods must be obtained from the Supplier or third party supplier via such method as the Supplier may advise. Such returns authorisation shall be given at the Supplier’s or third party supplier’s sole discretion. Authorisation for returns are valid for ten (10) days and cannot be extended or reissued.

8.4 Goods that are authorised for return must be returned by the Customer in accordance with the applicable return instructions provided by the Supplier or third party supplier. For non-faulty Goods, the Goods must be in their original packaging, in a saleable condition, unopened and with seals intact. All returns must be complete, properly and securely packed with the relevant returns reference and document attached and contain all cables and accessories originally supplied as well as any documentation produced by the Supplier or third party supplier (as the case may be).

8.5 All discrepancies in the Goods (including shortages, mislabelled goods or over shipments) must be reported by the Customer to the Supplier within three (3) Business Days of delivery.

8.6 The Supplier or third party supplier reserves the right to reject any Goods which do not comply with the conditions set out in clause 8.

8.7 If the Supplier has agreed to carry out repairs or to replace Goods (or any parts thereof) above the Customer irrevocably authorises the Supplier to carry out such repairs or provide such replacements as shall place the Goods in proper working order.

8.8 The Supplier shall accept no liability for any damage to or loss in transit of Goods returned to the Supplier under this clause 8.

8.9 Notwithstanding the above, the Supplier will in no event be responsible for any failure of a third party supplier to comply with a return request or for any breach of their own return terms and policies. The Customer understands and acknowledges that in the event that Goods are not eligible for return or that the condition in which a return is processed is not satisfactory to the Customer, the Customer will have no remedy to the Supplier.

9. Limitation of liability

9.1 The restrictions on liability in this clause 9 apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

9.2 Nothing in these Conditions limits any liability which cannot legally be limited, including liability for:

(a) death or personal injury caused by negligence;

(b) fraud or fraudulent misrepresentation;

(d) defective Goods under the Consumer Protection Act 1987.

9.3 Subject to clause 2, the Supplier's total liability to the Customer shall not exceed one hundred and twenty five percent (125%) of the price paid for the Goods.

9.4 Subject to clause 2, the following types of loss are wholly excluded:

(a) loss of profits;

(b) loss of sales or business;

(d) loss of anticipated savings;

(e) loss of use or corruption of software, data or information;

(f) loss of or damage to goodwill; and

(g) indirect or consequential loss.

9.5 This clause 9 shall survive termination of the Contract.

10. Confidentiality

10.1 Each party agrees and undertakes that it will treat all Confidential Information disclosed to it by the other party in connection with the Goods as strictly confidential and shall use it solely for the purpose intended by the Goods and shall not, without the prior consent of the other party, publish or otherwise disclose to any third party any such Confidential Information.

10.2 To the extent necessary to implement the provisions of any Goods, each party may disclose Confidential Information to its Representatives, in each case under the same conditions of confidentiality as set out in clause 10.1.

10.3 The obligations of confidentiality set out in this clause 10 shall not apply to any information or matter which: (i) is in the public domain other than as a result of a breach of these Conditions; (ii) was in the possession of the receiving party prior to the date of receipt from the disclosing party or was rightfully acquired by the receiving party from sources other than the disclosing party; (iii) is required to be disclosed by law, or by a competent court, tribunal, securities exchange or regulatory or governmental body having jurisdiction over it wherever situated; or (iv) was independently developed by the receiving party without use of or reference to the Confidential Information.

11. Termination

11.1 Without limiting its other rights or remedies, the Supplier may terminate an Order and/or the Contract with immediate effect by giving written notice to the Customer if:

(a) the Customer commits a material breach of any term of the Conditions;

(b) the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

(c) the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business;

(d) the Customer's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Conditions is in jeopardy; or

(e) the Customer fails to pay any amount due under the Conditions and/or Order on the due date for payment.

11.2 Without limiting its other rights or remedies, the Supplier may suspend provision of the Goods under the Contract and if the Customer becomes subject to any of the events listed in clause 11.1(b) to clause 11.1(d), or the Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under these Conditions on the due date for payment.

11.3 The Supplier may terminate the Conditions and/or a relevant Order and be under no obligation to accept or fulfil an Order if the Goods are in short supply from the Supplier’s suppliers or if the supplier’s prices have increased to such a level that the fulfilment of the Order would result in the Supplier selling the Goods at a loss or with lower than normal sales margins.

11.4 Once an Order has been accepted by the Supplier, no Order may be cancelled by the Customer except with the agreement in writing of the Supplier and on terms that the Customer shall indemnify the Supplier in full against all reasonable losses, costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Supplier as a result of such cancellation.

11.5 On termination of the Contract for any reason the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt.

11.6 Termination of an Order and/or Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.

11.7 Any provision of the Contract 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.

12. Force Majeure

Neither party shall be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from a Force Majeure Event. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for four (4) weeks, the party not affected may terminate the Contract by giving fourteen (14)days' written notice to the affected party.

13. Governance and Ethics-Modern Slavery and Human Trafficking Statement

13.1 The Supplier and its subsidiaries are committed to social and environmental responsibility and have no tolerance for slavery and human trafficking. The Supplier deals with reputable trade and non-trade suppliers, and will not do business with companies that it knows to engage in the practices prohibited by the Modern Slavery Act 2015.

13.2 The Supplier fully complies with the provisions of the Modern Slavery Act 2015 with respect to its own operations.

13.3 The Supplier has taken a variety of actions to verify the absence of forced labour, slavery and human trafficking in its supply chain including:

(a) supplier on boarding - verification and risk assessment;

(b) audits;

(d) internal accountability;

(e) training; and

(f) reporting - continuous improvement.

14. Waiver

No failure or delay by a party to exercise any right or remedy provided under these Conditions or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

15. Severance

15.1 If any court or competent authority finds that any provision of these Conditions (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of this Agreement shall not be affected.

15.2 If any invalid, unenforceable or illegal provision of these Conditions would be valid, enforceable and legal if some part of it were deleted, the parties shall negotiate in good faith to amend such provision such that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the Parties' original commercial intention.

16. Entire Agreement

16.1 The Contract constitutes the entire agreement between the parties and supersedes all previous discussions, correspondence, negotiations, arrangements, understandings and agreements between them relating to its subject matter.

16.2 Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in the Contract.

16.3 Each party agrees that its only liability in respect of those representations and warranties that are set out in these Conditions (whether made innocently or negligently) shall be for breach of contract.

17. Assignment

The Customer shall not without the prior written consent of the Supplier (such consent not to be unreasonably withheld or delayed) assign or, transfer or charge or deal in any other manner with either the benefit or the burden of these Conditions or any of its rights or obligations under it, or purport to do any of the same, nor sub-contract any or all of its obligations under these Conditions.

18. No partnership or Agency

Nothing in these Conditions are intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party.

19. Notices

19.1 Any notice or other communication required to be given to a party under or in connection with these Conditions shall be in writing and shall be delivered by hand or sent by pre-paid first class post or other next working day delivery service, at its registered office (if a company) or (in any other case) its principal place of business.

19.2 Any notice or communication shall be deemed to have been received if delivered by hand, on signature of a delivery receipt, or otherwise at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service.

19.3This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

20. Third-Party Rights

These Conditions are 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.

21. Miscellaneous

21.1 The Customer is not allowed for any purpose whatsoever to use the Supplier's logos and trademarks without the Supplier's prior written approval from an Authorised Representative.

21.2 The Customer agrees to comply with its obligations under the Waste Electrical and Electronic Equipment (“WEEE”) Regulations 2013 (as amended). The Customer shall have no right to return any non-household WEEE to the Supplier or its compliance system, and shall indemnify the Supplier against any costs incurred by the Supplier if such WEEE is returned to it. If the Customer's registered address or ship-to address is in a country other than the United Kingdom, the Customer will assume full responsibility under that country's WEEE legislation including the obligation to report imports and pay any applicable WEEE fees.

21.3 The Customer shall not engage in deceptive, misleading, illegal, or unethical practices that may be detrimental to the Supplier or the manufacturers of the Goods, nor shall the Customer make any representations or warranties to its customers concerning the Goods outside the scope of the warranties offered by the manufacturers without the Supplier's prior express written authorisation, or make any representations or warranties to its customers that the Goods are designed or licensed for use in circumstances where the failure of the Goods is likely to result in significant risks to health or safety, where fail-proof delivery of time-specific information is required, or in otherwise hazardous environments requiring fail-safe controls, including without limitation operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, and life support or weapons systems. The Customer shall pass on to its customers all Goods information including any restrictions applying to the Goods and any terms and conditions pertaining to the licensing of software included in the Goods.

22. Governing Law and Jurisdiction

22.1 These Conditions and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be exclusively governed by and construed in accordance with the law of England.

22.2 The parties irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Conditions or their subject matter or formation (including non-contractual disputes or claims).