1.1 In these terms and conditions of sale (“Conditions”) the following words have the following meanings:
“Acknowledgement of Order” means the Company’s written acknowledgement that it has accepted the Buyer’s Order. For the avoidance of doubt this will include any written confirmation in the form of order books/spreadsheets;
“Business Day” means a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business;
“the Buyer” means the person, firm or company who purchases the Goods from the Company;
“the Company” means Selectronic Limited, whose registered office is at Acre House, 11-15 William Road, London NW1 3ER, United Kingdom and whose principal place of business is at Book End, Witney, Oxfordshire OX29 0YE, United Kingdom;
“Contract” means any contract between the Company and the Buyer for the sale and purchase of the Goods, incorporating these Conditions;
”Data Protection Legislation” means the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications)[; and the guidance and codes of practice issued by the relevant data protection or supervisory authority and applicable to a party
“Delivery Point” means the place where delivery of the Goods is to take place under Condition 5;
“Goods” means any goods agreed in the Contract to be supplied to the Buyer by the Company (including any part or parts of them);
“Incoterms” means the international rules for the interpretation of trade terms prepared by the International Chamber of Commerce;
“Order” the Buyer’s written acceptance of the Quotation;
“Quotation” the Company’s written confirmation of the description and quantity of the Goods and the payment terms and Incoterms on which the Goods are to be provided;
“Specification” any specification for the Goods, including any related plans and drawings, that is agreed in writing by the Buyer and the Company;
“UK Data Protection Legislation” all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
“Controller”, “processor”, “data subject”, ”personal data”, ”personal data breach”, ”processing” and ”appropriate technical measures” have the meanings defined in the Data Protection Legislation.
1.2 In these Conditions, references to any statute or statutory provision will, unless the context otherwise requires, be construed as a reference to that statute or statutory provision as from time to time amended, consolidated, modified, extended, re-enacted or replaced.
1.3 In these Conditions, references to the singular include the plural and vice versa as the context admits or requires.
1.4 In these Conditions, headings will not affect the construction of these Conditions.
2.2 APPLICATION OF TERMS
2.1 Subject to any variation under Condition 2.4, the Contract will be on these Conditions 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, Specification or other document), or which are implied by trade, custom, practice or course of dealing.
2.2 Nothwithstanding the above, any IncoTerms referred to in the Quotation shall apply as part of the Contract but where any conflict between the IncoTerms with these Conditions exist, these Conditions shall prevail.
2.3 No terms or conditions endorsed upon, delivered with or contained in the Buyer’s purchase order, confirmation of order, Specification or other document will form part of the Contract simply as a result of such document being referred to in the Contract.
2.4 These Conditions apply to all the Company’s sales and any variation to these Conditions and any representations about the Goods will have no effect unless expressly agreed in writing and signed by an authorised representative/a director of the Company.
2.5 The Buyer will be responsible for providing the Company with the design or specification for the Goods and ensuring that any subsequent Specification is complete and accurate. The Buyer acknowledges and agrees that it has not and will not rely on any advice offered by the Company in connection with the design or specification of the Goods or any of the Buyer’s products or services.
2.6 Any Quotation provided by the Company is given on the basis that no contract will come into existence until the Company dispatches an Acknowledgement of Order to the Buyer. Any Quotation is valid for a period of 30 days only from its date, provided that the Company has not previously withdrawn it.
2.7 Each Order from the Buyer received by the Company will be deemed to be an offer by the Buyer to purchase Goods subject to the Quotation and these Conditions. It is the Buyer’s responsibility to ensure that the Order is complete and accurate.
2.8 No Order placed by the Buyer will be deemed to be accepted by the Company until the Company dispatches an Acknowledgement of Order to the Buyer, at which point the Contract shall come into existence on the date that such Acknowledgement of Order is dispatched.
3.1 The description of the Goods will be as set out in the Quotation.
3.2 All drawings, descriptive matter, specifications and advertising issued by the Company and any descriptions or illustrations contained in the Company’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods described in them and do not form part of this Contract.
3.3 The Company reserves the right to amend the Specification if required by any applicable statutory or regulatory requirements.
4.1 Where tooling is required to manufacture the Goods, the Buyer will purchase the tooling from the Company as set out in the Quotation for tools. Except to the extent set out to the contrary in this Condition 4, these Conditions will apply to the purchase of such tooling, and, accordingly, the tooling will deemed to be Goods for the purposes of this Condition. The payment terms for the tooling will be as specified in the Acknowledgement of Order.
4.2 Where the Company is to provide pre-production samples, the Company will not manufacture the Goods until the Buyer has provided written confirmation that the pre- production samples are approved, unless the Company, in its sole discretion, waives the requirement for such written confirmation.
4.3 Ownership of the tooling will pass to the Buyer on receipt by the Company of full payment under Condition 4.1. The tooling will remain at the premises designated by the Company for the purpose of manufacturing the Goods and the Buyer agrees that it will not remove or seek to remove the tooling from the premises of the Company’s supplier, unless the Contract is terminated.
5.1 Unless otherwise agreed in writing by the Company, delivery of the Goods will take place at the Buyer’s place of business, specified on the Acknowledgement of Order (the “Delivery Location”).
5.2 The Buyer will take delivery of the Goods within 5 days of the Company giving it notice that the Goods are ready for delivery.
5.3 Delivery of the Goods shall be completed on the Goods’ arrival at the Delivery Location or as otherwise agreed in writing by the Company.
5.4 Any dates specified by the Company for delivery of the Goods are intended to be an estimate and the time of delivery is not of the essence. If no dates are specified, delivery will be within a reasonable time.
5.5 Where the Buyer has agreed to purchase a specified quantity of Goods and to call-off delivery of those Goods over a given time period, it will give the Company reasonable notice (and in any event not less than 30 day’s notice) of its delivery requirements during that period. Failure by the Buyer to take delivery of the total specified quantity of Goods in the relevant time period will constitute a material breach of this Contract which is not capable of remedy.
5.6 If for any reason the Buyer will not accept delivery of any of the Goods when they are ready for delivery, or the Company is unable to deliver the Goods on time because the Buyer has not provided appropriate instructions, documents, licences or authorisations:
(a) risk in the Goods will pass to the Buyer (including for loss or damage caused by
the Company’s negligence);
(b) the Goods will be deemed to have been delivered; and
(c) the Company may store the Goods until delivery whereupon the Buyer will be liable for all related costs and expenses (including, without limitation, storage and insurance).
5.7 If the Company delivers to the Buyer a quantity of Goods of up to 5% more or less than the Order, the Buyer shall not be entitled to object to or reject the Goods or any of them by reason of the surplus or shortfall and shall pay for such goods at the pro rata Contract rate.
5.8 The Company may deliver the Goods by installments, which shall be invoiced and paid for separately. Each installment shall constitute a separate Contract. Any delay in delivery or defect in an installment shall not entitle the Buyer to cancel any other installment.
6.1 The quantity of any consignment of Goods as recorded by the Company upon dispatch from the Company’s place of business will be conclusive evidence of the quantity received by the Buyer on delivery unless the Buyer can provide conclusive evidence proving the contrary.
6.2 If the Company fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Company shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a force majeure event or the Buyer’s failure to provide the Company with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
6.3 The Company will not be liable for any non-delivery of Goods (even if caused by the Company’s negligence) unless written notice is given to the Company within 5 days of the date when the Goods would in the ordinary course of events have been received.
6.4 On any non-delivery of goods the Company at its option, may replace the Goods within a reasonable time or issue a credit note at the pro rata Contract rate against any invoice raised for such Goods.
7.1 The Goods are at the risk of the Buyer from the time of delivery.
7.2 Title to the Goods shall not pass to the Buyer until the Company receives payment in full (in cash or cleared funds) for the Goods and any other goods that the Company has supplied to the Buyer in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums.
7.3 Until title to the Goods has passed to the Buyer, the Buyer shall:
(a) store the Goods separately from all other goods held by the Buyer so that they remain readily identifiable as the Company’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 Company immediately if it becomes subject to any of the events listed in Condition 13.2 and
(e) give the Company such information relating to the Goods as the Company may require from time to time.
7.4 If before title to the Goods passes to the Buyer the Buyer becomes subject to any of the events listed in Condition 13.2 then, without limiting any other right or remedy the Company may at any time:
(a) require the Buyer to deliver up all Goods in its possession; and
(b) if the Buyer fails to do so promptly, enter any premises of the Buyer or of any third party where the Goods are stored in order to recover them.
7.5 The Buyer shall not resell the Goods or deliver possession of the Goods to any third party until the title in the Goods passes to the Buyer.
8.1 The price for the Goods will be that which is agreed in writing between the Company and the Buyer, as evidenced by the Acknowledgement of Order.
8.2 The price for the Goods will be exclusive of any value added tax and (unless otherwise specifically agreed in writing by an authorised representative/a Director of the Company) all costs or charges in relation to loading, unloading, carriage and insurance, all of which amounts the Buyer will pay in addition to the price of the Goods, when it is due to pay for the Goods.
8.3 The Company will be entitled to increase the price for the Goods at any time by the percentage (if any) by which the price the Company has to pay for the Goods is increased due to:
(a) any factor beyond the Company’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs); or
(b) any request by the Buyer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or
(c) any delay caused by any instructions of the Buyer or failure of the Buyer to give the Company adequate or accurate information or instructions.
9.1 The Company will invoice the Buyer for the Goods on or at the time of dispatch, or when goods are made ready for collection.
9.2 The Buyer will pay the price for the Goods within 30 days of the date of the invoice.
Time for payment will be of the essence.
9.3 All payments payable to the Company under the Contract will become due immediately upon termination of this Contract despite any other provision.
9.4 The Buyer will make all payments due under the Contract 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.
9.5 The parties will agree to deal either in US Dollars, Pounds Sterling or Euros, such agreement to be evidenced in the Company’s Acknowledgement of Order. All payments and transactions under this Contract will be made in the agreed currency unless otherwise agreed by an authorised representative/a Director of the Company.
9.6 The Company reserves the right to claim, and the Buyer agrees to pay, interest and costs of recovery in accordance with the Late Payment of Commercial Debts (Interest) Act
1998, as amended.
10.1 Where the Company is not the manufacturer of the Goods, the Company will endeavour to transfer to the Buyer the benefit of any warranty or guarantee given to the Company.
10.2 In addition to any manufacturer’s warranty transferred under Condition 10.1, the Company warrants that (subject to the other provisions of these Conditions) upon delivery, and for a period of 6 months from the date of delivery:
(a) the Goods will conform in all material respects with the Specification provided by the Buyer under Condition 2.4 (as amended by Condition 3.3 if applicable);
(b) shall be free from material defects in design, material and workmanship;
(c) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
(d) be fit for any purpose held out by the Supplier.
10.3 For Goods defined in the Quotation or Acknowledgement of Order as “Lighting Goods” only, the warranty specified in the Acknowledgement of Order shall apply.
10.4 The Company will not be liable for a breach of the warranty transferred under Condition 10.1 or provided under Condition 10.2 or 10.3 unless:
- 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 5 days of the time when the Buyer discovers or ought to have discovered the defect; and
- the Company is given a reasonable opportunity, after receiving the notice, to examine such Goods and the Buyer returns a sample of such Goods in the quantity requested by the Company to the Company’s place of business at the Company’s cost, for examinati
10.5 The Company shall not be liable for a breach of the warranty transferred under Condition 10.1 or provided under Condition 10.2 or 10.3 if:
(a) the Buyer makes any further use of such Goods after giving such notice; or
(b) the defect arises because the Buyer failed 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 none) good trade practice; or
(c) the Buyer alters or repairs such Goods without the written consent of the
(d) the defect arises as a result of the Company following any drawing, design or Specification supplied by the Buyer; or
(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 from their description or the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
10.6 Upon receipt of the Buyer’s written notice under Condition 10.4(a), the Company will raise a Return of Materials Advice (RMA) and provide the reference number of this RMA to the Buyer to allow the Buyer to return the samples requested for examination. The Buyer must provide the relevant RMA reference number with the Goods returned under Condition 10.4(b).
10.7 Upon receipt of the returned sample Goods from the Buyer, together with the relevant RMA reference number, the Goods will be examined and in the event that the examination confirms that the sample returned Goods are defective the Company will raise a further Return of Materials Advice (RMA) and provide the reference number of this RMA to the Buyer to allow the Buyer to return the balance of the Goods considered defective. The Buyer must provide the relevant RMA reference number with the Goods returned under 10.4(b). Upon receipt of the returned Goods from the Buyer, together with the relevant RMA reference number, the Goods will be examined and in the event that the examination confirms that the returned Goods are defective the Company will raise a credit note for the price of the returned Goods at the pro rata Contract rate and provide this to the Buyer.
10.8 In the event that the examination of the Goods confirms that the returned Goods are defective, the Company may, at its sole discretion, deliver replacement Goods to the Buyer, in which event the Company will raise a new invoice for the price of the replacement Goods and the Buyer will pay the invoice in accordance with Condition 9.2.
10.9 If the Company complies with Conditions 10.7 and 10.8, it will have no further liability for a breach of the warranty transferred under Condition 10.1 or provided under 10.2 or 10.3 in respect of such Goods.
10.10 The returned Goods will belong to the Company and any repaired or replacement Goods will be covered by the applicable warranty (either transferred under Condition 10.1 or provided under Condition 10.2 or 10.3) for the unexpired portion of that warranty period.
10.11 Except as provided in this Condition 10, the Company shall have no liability to the Buyer in respect of the Goods’ failure to comply with the warranty transferred under Condition 10.1 or provided under Condition 10.2 or 10.3.
10.12 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.
10.13 These Conditions shall apply to any repaired or replacement Goods supplied by the Company.
11. LIMITATION OF LIABILITY
11.1 Nothing in these Conditions will operate to exclude or limit the liability of the Company for:
(a) death or personal injury arising out of its negligence;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979;
(d) defective products under the Consumer Protection Act 1987; or
(e) any matter in respect of which it would be unlawful for the Company to exclude or restrict liability.
11.2 Subject to Condition 11.1, the Company will have no liability under or in connection with this Contract for indirect, special or consequential losses, wasted or lost management time or time of other employees, transport costs, duties and local taxes, loss of profits or contracts, loss of goodwill or loss of anticipated savings.
11.3 Subject to Condition 11.1, the Company’s maximum total liability under or in connection with this Contract, whether in contract, tort or otherwise, will not exceed the total price of the Goods ordered by the Buyer under this Contract.
11.4 The express terms of this Contract are in lieu of all warranties, conditions, terms, representations, undertakings and obligations implied by statute, common law, custom, trade usage, course of dealing or otherwise, all of which are hereby excluded to the fullest extent permitted by law.
The Buyer will indemnify and keep the Company indemnified against any and all losses, liabilities, costs, claims, damages, awards and expenses (including, without limitation, reasonable legal and other professional fees and expenses) arising out of any claim that the Specification, or any Goods supplied in accordance with the Specification, infringes any intellectual property right of whatever nature of any third party.
13.1 If the Buyer fails to make any payment on the due date to the Company under the Contract or any other contract between the Buyer and the Company, then without prejudice to any other remedy or right available to the Company, including the right of termination under Condition 13.2, the Company will be entitled to suspend any further deliveries or services to the Buyer without liability to the Buyer.
13.2 The Company may terminate this Contract with immediate effect by giving written notice to the Buyer, without any compensation or damages due to the Buyer, but without prejudice to any other rights or remedies which the Company may have, if the Buyer:
(a) materially breaches any of these Conditions which is not capable of remedy;
(b) materially breaches any of these Conditions which is capable of remedy but is not remedied within 14 days of receipt of written notice from the Company specifying the breach and requesting remedy; or
(c) has a receiver, administrative receiver, administrator or other similar officer appointed over it or over any part of its undertakings or assets or passes a resolution for winding-up (other than for the purpose of a bona fide scheme of solvent amalgamation or reconstruction) or a court of competent jurisdiction makes an order to that effect or if the second party becomes subject to an administration order or enters into a voluntary arrangement with its creditors or ceases or threatens to cease to carry on business or is unable to pay its debts or is deemed by section 123 of the Insolvency Act 1986 to be unable to pay its debts, or undergoes or is subject to any analogous acts or proceedings under any foreign law, including, but not limited to, bankruptcy proceedings.
14. DATA PROTECTION
14.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 14 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation. In this clause 14, “Applicable Laws” means (for so long as and to the extent that they apply to the Company) the law of the European Union, the law of any member state of the European Union and/or Domestic UK Law; and “Domestic UK Law” means any Data Protection Legislation and any other law that applies in the UK.
14.2 The parties acknowledge that for the purposes of the Data Protection Legislation, the Buyer is the controller and the Supplier is the processor.
14.3 Without prejudice to the generality of clause 14.1, the Buyer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to the Company for the duration and purposes of the Contract.
14.4 Without prejudice to the generality of clause 14.1, the Company shall, in relation to any personal data processed in connection with the performance by the Company of its obligations under the Contract:
14.4.1 process that personal data only on the documented written instructions of the Buyer unless the Company is required by Applicable Laws to otherwise process that personal data. Where the Company is relying on laws of a member of the European Union or European Union law as the basis for processing personal data, the Company shall promptly notify the Buyer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit the Company from so notifying the Buyer;
14.4.2 ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Buyer, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
14.4.3 ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential; and
14.4.4 .not transfer any personal data outside of the European Economic Area unless the prior written consent of the Buyer has been obtained and the following conditions are fulfilled:
184.108.40.206 the Buyer or the Company has provided appropriate safeguards in relation to the transfer;
220.127.116.11 the data subject (as defined in the Data Protection Legislation) has enforceable rights and effective legal remedies;
18.104.22.168 the Company complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and
22.214.171.124 the Company complies with reasonable instructions notified to it in advance by the Buyer with respect to the processing of the personal data;
14.4.5 assist the Buyer, at the Company’s cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
14.4.6 notify the Buyer without undue delay on becoming aware of a personal data breach;
14.4.7 at the written direction of the Company, delete or return personal data and copies thereof to the Buyer on termination of the Contract unless required by Applicable Law to store the personal data; and
14.4.8 maintain complete and accurate records and information to demonstrate its compliance with this clause 14.
15.1 Each party undertakes that it shall not at any time during the Contract, and for a period of five years after termination of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 15.2.
15.2 Each party may disclose the other party’s confidential information:
15.2.1 to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 15; and
15.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
15.3 Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.
16.1 Neither party may assign or otherwise transfer the Contract or any part of it without the prior written consent of the other party, except that the Company may assign its rights, liabilities and obligations to an associated company without prior written notice.
16.2 Notwithstanding Condition 16.1 above, the Company may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party, provided that the Company (or its associated company where relevant) shall remain responsible for the acts and omissions of any such subcontractor.
17. FORCE MAJEURE
The Company reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Goods ordered by the Buyer (without liability to the Buyer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Company including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials provided that, if the event in question continues for a continuous period in excess of 180 days, the Buyer shall be entitled to give notice in writing to the Company to terminate the Contract.
18.1 The Contract constitutes the entire agreement between the parties. The Buyer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Company which is not set out in the Contract
18.2 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.
18.3 If the whole or any part of any provision of this Contract is void or unenforceable in any jurisdiction, the other provisions of this Contract, and the rest of the void or unenforceable provision, will continue in force in that jurisdiction, and the enforceability of that provision in any other jurisdiction will not be affected.
18.4 Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office or such other address as that party may have specified to the other party in writing in accordance with this Condition, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service or commercial courier service or fax (if a fax number is specified in the Contract). A notice or other communication shall be deemed to have been received:
(a) if delivered personally, when left at the address referred to in Condition 18.4; or
(b) if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or
(c) if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or
(d) if sent by by fax, one Business Day after transmission.
18.5 If a party fails to enforce or delays in enforcing an obligation of the other party, or fails to exercise or delays in exercising a right under this Contract, the failure or delay will not affect their right to enforce that obligation or constitute a waiver of that right. Any waiver by a party of any provision of this Contract will not, unless expressly stated to the contrary, constitute a waiver of that provision on a future occasion.
18.6 No person who is not a party to this Contract has any right to prevent the variation or cancellation of any provision of this Contract or its termination, and no person who is not a party to this Contract may enforce any benefit conferred upon them by this Contract, unless this Contract expressly provides otherwise.
18.7 This Contract and any dispute arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.
18.8 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to deal any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).