The Picture Exchange Technical Services Limited*

 

TERMS & CONDITIONS OF SALE or HIRE

 

 

In these Conditions:

 

“Conditions”   means the terms of the Quotation and the Order

Confirmation (if any) provided by the Supplier and these terms and conditions;

 

“Customer”   means the person, partnership, firm or company specified

in the Quotation or Order Confirmation;

 

“Deposit”   means a non-refundable amount equal to 50% of the Price (defined in Condition 2) plus VAT;

 

“Goods”   means the goods described in the Quotation or Order Confirmation;

 

“Order Confirmation”  means any document provided by the Supplier which

confirms the Customer’s order for Goods and/or Services;

 

“Quotation”   means the quotation for the Goods and/or Services provided by the Supplier;

 

“Services”   means the work (if any) to be undertaken and/or the

services (if any) to be provided by the Supplier as is set out in the Quotation or Order Confirmation;

 

“Site”    means (if the Supplier has agreed to install the Goods), the

premises specified in the Quotation or Order Confirmation at which the Supplier will install the Goods;

 

“Supplier”   means The Picture Exchange Technical Services Limited

(Company Number - 5662613)

 

These Conditions comprise the only terms and conditions upon which the Supplier will do business with the Customer and shall prevail notwithstanding any printed or other conditions contained in any purchase or hire order, acceptance of estimate or quotation proffered by the Customer or otherwise brought to the Supplier’s notice by the Customer. No other agreement, representation, promise, undertaking or understanding of any kind unless expressly agreed in writing by an authorised representative of the Supplier shall alter, vary, supersede or operate as a waiver of these Conditions.

Headings in these Conditions are for convenience only and shall not affect the construction or interpretation of these Conditions.

 

 

1) Contract

 

By signing the Quotation or Order Confirmation, or providing a purchase or hire order, the Customer is making an offer to enter into a contract for the supply of the Goods and Services upon these Conditions. Acceptance occurs and a contract is formed only upon the Supplier providing to the Customer its signed Order Confirmation or by the Supplier commencing provision of the Goods or Services. Any quotation provided by the Supplier does not constitute an offer.

 

2) Price

 

a) The price for the Goods and Services shall be the price specified in the Quotation or Order Confirmation as either the sale price or the hire price as appropriate (the “Price”). The Price is exclusive of VAT and/or any other sales and/or hire taxes from time to time in force.

 

b) The Supplier reserves the right to vary the Price by any amount attributable to:

 

i) any change in or delay or insufficiency of the Customer’s instructions; or

 

ii) any variation in cost of materials, labour, transport, taxes, exchange rates or any other costs of whatsoever nature between the date of formation of the contract and the date the contract is completed.

 

3) Dates for Delivery and Performance

 

Any dates provided by the Supplier in respect of the delivery of Goods (whether for hire or for purchase) and/or the performance of the Services shall be estimates only and time shall not be of the essence in respect of delivery and/or performance of the Services. The Supplier shall use all reasonable efforts to deliver the Goods to the Customer and to perform the Services by any such dates but shall not be liable to the Customer for any loss or damage sustained by the Customer as a result of the Supplier’s failure to meet such dates and the Customer shall not be entitled to refuse to accept late delivery or performance or to treat late delivery or performance as a breach of contract.

 

4) Delivery

 

If the Supplier has not agreed to install the Goods the following conditions shall apply:-

 

a) The Goods shall be delivered to the address specified in the Quotation or Order Confirmation and where no address is specified, to the Supplier’s premises. Delivery of the Goods shall be deemed to have taken place and, subject always to Condition 4 (c) below, risk in the Goods shall pass to the Customer upon any one of the following occurring:

 

i) where it has been agreed that the Customer will collect the Goods from the Supplier’s premises on the earlier of:

 

(1) the Supplier or the Customer loading the Goods on to the Customer’s vehicle or any vehicle belonging to the Customer’s agent or carrier at the Supplier’s premises; or

 

(2) the fifth day following notification by the Supplier that the Goods are ready for collection; or

 

ii) where it has been agreed that the Supplier will deliver the Goods, on the Supplier unloading the Goods at the Customer’s premises or such other premises as may have been agreed by the parties for the delivery of the Goods as set out in the Quotation or Order Confirmation.

 

b) The Supplier may at its option deliver the Goods by instalments in which case each instalment shall constitute a separate contract on and subject to these Conditions.

 

c) Where the Goods are ready for delivery or collection (as the case may be) the Supplier may agree to postpone delivery or collection at the request of the Customer provided that the Customer pays to the Supplier immediately the Price or an agreed proportion thereof. The Supplier may store the Goods at its own premises or elsewhere at the Customer’s sole risk and all storage, insurance and transport costs in connection therewith shall be paid by the Customer. If the Supplier does not agree to postpone delivery or collection of the Goods the Supplier may at its option treat the contract as repudiated by the Customer in which event where the Goods were being sold (as opposed to hired), the Supplier shall (without prejudice to any other rights or remedies in respect of such repudiation) be entitled to sell the Goods and to retain the proceeds of sale.

 

5) Loss or Damage in Transit

 

d) The Supplier shall not be liable for any loss or damage to the Goods in transit unless:

 

i) the Supplier has agreed to deliver the Goods to the Customer’s premises or the premises of a third party; and

 

ii) the loss or damage occurs prior to arrival at the agreed delivery point and either;

 

written notice of the loss or damage is given to the Supplier’s carrier (if applicable) and to the Supplier within three (3) days of arrival of the Goods at the agreed delivery point and is followed by the submission by the Customer of a completed claim in writing within five (5) days thereafter: or

 

in the case of non-arrival, written notice of non-arrival is given to  the Suppliers’ carrier (if applicable) and the Supplier within five (5) days of the date on which the Supplier notified the Customer that the Goods left the Supplier’s premises.

 

e) The Supplier’s liability under Condition 5 (d) above for Goods lost or damaged in transit shall in all circumstances be limited to (at the Supplier’s option) the repair or replacement of the Goods or the Supplier reimbursing the Customer with the proportion of the Price applicable to such Goods and no liability is accepted by the Supplier for any consequential loss or damage, howsoever arising.

 

6) Inspection

 

f) The Customer shall inspect the Goods immediately upon receipt and, unless the Customer notifies the Supplier of any defects or shortages in accordance with the provisions of Condition 6 (g) below, shall be deemed to have accepted the Goods as delivered.

 

g) The Customer shall notify the Supplier within five (5) days of delivery of the Goods of any defects or shortages discoverable on a reasonable inspection of the Goods. Subject always to Conditions 6 (h) and (i) below the Supplier shall make good any defects and/or shortages notified to it under this Condition 6 (g) which are accepted by the Supplier as soon as reasonably practicable but shall not be liable for any other loss whatsoever arising from such defects or shortages.

 

h) The Supplier shall have no liability to the Customer under Condition 6 (g) above unless the Goods in question are preserved intact as delivered for a period of five (5) days from notification by the Customer of the defects and/or shortages within which time the Supplier and/or any person nominated by the Supplier shall have the right to attend at the Customer’s premises or other nominated premises to investigate the Customer’s complaint.

 

i) The Supplier shall have no liability in respect of defects or shortages which should have been discoverable on a reasonable inspection of the Goods unless such defects or shortages are notified to the Supplier in accordance with the provisions of Condition 6 (g) above.

 

7) Installation

 

If the Supplier has agreed to install the Goods, the following conditions shall apply: The Supplier shall be responsible for delivering the Goods to the Site. Subject always to Condition 7(d) below, risk in the Goods shall pass on to the Supplier unloading the Goods at the Site.

 

a) The Customer shall be responsible for ensuring that the condition of the Site is suitable for the installation of the Goods. The Customer shall allow the Supplier unrestricted and unimpeded access to the Site to enable the Supplier to perform the Services and shall cooperate with the Supplier with all matters in relation to the Services.

 

b) The Customer shall ensure that the Site is at all times freely accessible, adequately heated and lighted, secure and free from obstructions.

 

c) If the Supplier is unable to install the Goods due to any matter which is the Customer’s responsibility under Conditions 7(a), or 7(b) above, without prejudice to the Supplier’s right to receive payment of the Price in accordance with the provisions of Condition 9 below, the Supplier shall be entitled to postpone the installation of the Goods until the Customer has fulfilled its obligations under Conditions 7 (a), and/or (b) (as applicable) to the Supplier’s satisfaction. If the Customer has failed to fulfil such obligations within seven (7) days of receiving notification from the Supplier of the problem, the Supplier shall (without prejudice to any other rights or remedies of the Supplier in respect thereof) be entitled to treat the contract as repudiated by the Customer.

 

d) The Supplier shall be responsible for the making good of any damage caused to the Goods by the Supplier’s employees, agents and/or subcontractors in installing the Goods. The Supplier’s liability in respect of any such damaged Goods shall in all circumstances be limited to (at the Supplier’s option) the repair or replacement of the Goods in question.

 

8) Warranty

 

a) The only obligation by the Supplier with regard to the quality of the Goods is that the Supplier shall use all reasonable efforts to pass to the Customer the benefit of any manufacturer’s warranties in respect of the Goods.

 

b) Subject always to Conditions 8 (c) and (e) below the only warranty given by the Supplier in respect of the Services is that the Goods shall for a period of six (6) months from completion of the Services by the Supplier (the “Warranty Period”) be free from damage or defects resulting from the performance by the Supplier of the Services.

 

c) The warranty set out in Condition 8 (b) above is conditional upon:

 

i) the Customer giving written notice to the Supplier of any alleged breach of warranty within seven (7) days of the date upon which the Customer becomes aware of same; and

 

ii) the Customer affording to the Supplier reasonable opportunity to inspect the alleged damage or defects.

 

d) The Supplier’s liability in respect of any breach of the warranty set out in Condition 8 (b) above shall in all circumstances be limited to (at the Supplier’s option):

 

i) the replacement of any Goods found by the Supplier to be damaged or defective or

 

ii) the taking of such steps as the Supplier deems necessary to rectify any Goods found by the Supplier to be damaged or defective; or

 

iii) the Supplier taking back any Goods found by the Supplier to be damaged or defective and refunding to the Customer the proportion of the Price applicable to the damaged or defective Goods.

 

e) In no event shall the Supplier have any liability to the Customer under the warranty set out in Condition 8 (b) above in respect of damage or defects to the Goods

 

i) caused or aggravated by any act or omission on the part of the Customer;

 

ii) caused by normal wear and tear or deterioration;

 

iii) caused by structural or other defects affecting the Site which could not reasonably have been expected to be corrected by the provision of the Services;

 

iv) caused by defects affecting the Site of which the Supplier was not aware and could not reasonably have been expected to be aware;

 

v) caused by extreme room temperature, damp or other climatic influences at the Site;

 

vi) resulting from any use by the Supplier of or reliance by the Supplier on any drawings, specification or instruction issued by the Customer;

 

vii) caused by the application to the Goods of any treatment or process unless carried out by the Supplier; or

 

viii) caused by any failure by the Customer to follow any manufacturer’s usage or maintenance instructions applicable to the Goods.

 

ix) caused by any use of the Goods for which they were not designed or intended for.

 

x) caused or contributed to by an unsuitable or defective power supply at the Customer’s premises whether mains electric  supply or otherwise.

 

xi) caused by anything outside the control of the Supplier

 

9) Payment

 

a) Subject always to the provisions of Conditions 4 (c) above and 10 (c) below and to any satisfactory trade, bank and/or other requisite reference or proof of identity which may be requested and subject to any terms of payment which are set out in the Quotation or Order Confirmation or have

otherwise been agreed in writing, the Deposit shall be paid when the Supplier accepts the contract in accordance with Condition 1 and the balance of the Price shall be paid by the Customer on the earlier of delivery or within thirty (30) days of the date of the Supplier’s invoice. Time for making payment shall be of the essence of the contract. Unless otherwise specified in the Quotation or Order Confirmation payment may be made in cash, or by cheque, or bank transfer.

 

b) the Deposit is non-refundable and in the event that the Customer cancels the order once it has been accepted by the Supplier then the Supplier may at its discretion retain the Deposit to cover any costs that it has incurred acting in reliance on the Customer’s order.

 

c) Failure by the Customer to pay any sums owing to the Supplier under the contract or any other contract shall result in all indebtedness of the Customer to the Supplier (whether pursuant to the contract or otherwise) becoming immediately due and payable and in addition shall entitle the

Supplier at its option (and without prejudice to any to any other right or remedy which the Supplier may have in respect thereof) to withhold deliveries or to cancel the contract or the balance thereof.

 

d) In addition and without prejudice to any other right of the Supplier, late payment shall entitle the Supplier at its option to charge interest on all overdue balances at the statutory interest rate prescribed by the Secretary of State from time to time pursuant to the Late Payment of Commercial Debts Act 1998. Such interest shall be calculated and accrue on a day to day basis from the date on which the payment fell due until payment (whether made before or after judgement has been obtained by the Supplier against the Customer).

 

e)The Supplier may at any time in its absolute discretion appropriate any payment made by the Customer in respect of the Goods to such outstanding debt as the Supplier thinks fit, notwithstanding any purported appropriation to the contrary by the Customer.

 

f) The Supplier reserves the right at any time in its absolute discretion:

 

i) to demand security for payment before continuing with an order or delivery of the Goods or any instalment thereof/ and/or

 

ii) if the Supplier has reasonable doubts about the Customer’s ability or willingness to pay on the due date to cancel the contract or to postpone delivery until payment is received in cleared funds

 

10) Retention of Title

 

a) Until such time as the Supplier shall have received payment in full of all the sums owed to it on any account by the Customer (whether arising under this or any other contract) legal and beneficial title in and ownership of all Goods being sold to the Customer (“Retained Goods”) shall remain in the Supplier.

 

b) The Customer shall at its risk and expense insure all Retained Goods for full replacement value against all the usual risks from the date of delivery until title to the same passes to the Customer in accordance with the provisions of Condition 10 (a) above. If the Supplier has agreed to install the Goods and there is any delay between the date of delivery and installation, the Customer shall keep the Goods stored safely and in good condition with any identifying marks of the Supplier intact and legible. Where the Goods are being hired rather than sold, it is a condition of the contract that the Customer shall at its risk and expense insure the Goods for full replacement value against all the usual risks (including without limitation fire, theft, accidental damage, personal injury and public liability) from the date of delivery until all of the Goods have been returned to the Supplier. In either case the Supplier shall be entitled to request a copy of the insurance policy in respect of the above at any time during the term of the contract and the Customer agrees to provide such a copy within 24 hours of any such request. If the Customer fails to comply with this Condition 10(b), the Supplier shall be entitled at its option (and without prejudice to any to any other right or remedy which the Supplier may have in respect thereof) to withhold deliveries or to cancel the contract and the Customer shall indemnify and keep indemnified the Supplier against any costs, claims, demands and/or expenses arising as a result of any breach of this condition.

 

c) If at any time the Customer becomes insolvent the Price shall become immediately due and payable notwithstanding the provisions of Condition 7 above and in addition the Supplier shall be entitled at its option:

 

i) to re-possess the Retained Goods or any hired Goods and the Customer irrevocably authorises the Supplier to enter its premises or any other premises where the Retained Goods or hired Goods are being stored for this purpose; and/or

 

ii) to cancel all or any part of any orders for goods placed with it by the Customer and not yet delivered (whether or not accepted and whether or not the contract or any other contract).

 

d) In this condition 10 “insolvent” shall mean that the Customer has presented against it a petition for its winding up or for the appointment of an administrator of its undertaking (whether it be a company or partnership) or, if the Customer is an individual, the Customer has presented against it a bankruptcy petition or an application for an interim order under Part VIII of the Insolvency Act 1986 or the Customer as an administrator, receiver or administrative receiver appointed over any of its assets or undertaking of the Customer resolves to or goes into voluntary liquidation (other than for the purposes of a bona fide reconstruction or amalgamation of a solvent company) or the Customer proposes or makes any voluntary arrangement with its creditors or the Customer ceases to carry on business or the Customer is unable to pay its debts (in the case of a company) within the meaning of Section 123 of the Insolvency act 1986 or (in the case of an individual) Section 268 of the Insolvency Act 1986 or any equivalent event occurs under the laws of any relevant jurisdiction.

 

e) Where Goods are being hired rather than sold, the legal and beneficial interest in and absolute ownership of the Goods shall at all times remain with the Supplier and the Customer undertakes not to sell, assign, mortgage, charge, pledge, underlet, lend or otherwise deal with the Goods nor allow any lien to be created over the Goods and shall not remover, cover or deface any serial place, manufacturers plate or any other identification mark.

 

f) Until such time as payment in full is received by the Supplier, the Customer agrees to keep the Goods safe and secure at all times and agrees to use their best endeavours to protect the Goods against theft and damage howsoever caused.

 

11) Limits of Liability

 

a) Any photographs, illustrations and/or publicity materials provided by the Supplier in respect of Goods are intended to give a general idea of the Goods only and do not constitute a description of the Goods and shall not be taken as representations made by the Supplier or form part of any contract. Any recommendations provided by the Supplier as to the maintenance of the Goods are manufacturer’s recommendations and are given by the Supplier in good faith only and the Supplier shall have no liability in respect thereof to the Customer.

 

b) The Supplier’s liability under Conditions 6(g), 7(d) and 8(a) and (b) above constitutes the Suppliers entire liability in respect of the Goods and Services and shall be accepted by the Customer in lieu of any other warranty or condition whether or express or implied by law as to the quality or fitness for any particular purpose of the Goods and/or the Services. Save as provided in these Conditions the Supplier shall not be under any liability to the Customer whether in contract, tort or otherwise for any defects in the Goods or Services or for any damage or loss resulting from such defects and the Customer shall indemnify the Supplier against any claims in respect thereof.

 

c) For the avoidance of doubt and without prejudice to the provisions of Conditions 11 (a) and (b) above, the parties agree that the Supplier shall have no liability to the Customer in respect of any defects in the Goods and/or the Services which result from compliance by the Supplier with any instructions given by the Customer contrary to the advice and/or recommendations of the Supplier and the Customer shall indemnify the Supplier against any claims arising as a consequence thereof.

 

d) In no event shall the Supplier be liable to the Customer whether by way of indemnity or by reason of breach of contract, tort or breach of statutory duty or in any other manner for consequential or indirect loss of whatsoever nature suffered by the Customer or for special damages, loss of use (whether complete or partial) of the Goods or loss of profit of any contract. Without limitation to the above, in no event shall the Supplier be liable to the Customer for any loss of media and/or time arising as a result of any fault or defect in the Goods or any breach by the Supplier of these Conditions.

 

e) The Supplier’s total liability to the Customer for all claims arising out of the contract (whether due to the Supplier’s negligence or otherwise) shall not exceed the Price.

 

f) Nothing in this Condition 11 shall be construed as limiting or excluding the Supplier’s liability under Part I of the Consumer Protection Act 1987 or for death or personal injury resulting from negligence (as defined in Section 1 of the Unfair Contract Terms Act 1977).

 

12) Customer Liability

 

a) The Customer shall be liable for all drawings, specifications and instructions issued to the Supplier pursuant to the contract and shall indemnify and keep indemnified the Supplier against all loss directly or indirectly arising out of any error in or omission from such drawings, specifications and/or instructions and against all costs, claims, demands or expenses whatsoever resulting from the infringement or alleged infringement of any patent, copyright, registered design or other third party right by reason of the Supplier’s use of such drawings or specifications or reliance on such instructions.

 

b) The Customer shall be responsible for the safety of the Supplier’s employees, agents and sub-contractors whilst at the Site and/or such other premises as may have been agreed for the delivery of the Goods and/or the performance of the Services and the Customer shall indemnify and keep indemnified the Supplier against any costs, claims, demands and/or expenses arising as a result of any injury or other loss caused to the Supplier, its employees, agents and/or sub-contractors whilst at such premises.

 

c) Where the Goods are being hired, the Customer shall pay the hire Price from the date of delivery until all of the Goods are returned to the Supplier. In the event of all the Goods not being returned to the Supplier on time at the end of the agreed hire period, (unless by prior arrangement with the Supplier), then the hire Price will continue to be levied at the Supplier’s daily rate until such time as all of the Goods are returned to the Supplier. If not all of the Goods are returned to the Supplier, the Supplier reserves the right to invoice the Customer for the full replacement costs of the missing Goods which shall be immediately payable on demand. In the event of any loss or theft of the Goods, the Supplier shall invoice the Customer for the full replacement cost of the Goods which shall be immediately payable on demand. In the event of any damage to the Goods, the Supplier at its sole option may invoice the Customer for either the full replacement cost of the Goods or the cost of repair or the Goods which shall be payable on demand. The Customer shall indemnify and keep indemnified the Supplier against any costs, claims, demands and/or expenses arising as a result of any breach of this condition.

 

d) Where the Goods are being hired, the Customer shall ensure that at all times the Goods are operated only by suitably skilled employees of the Customer. The Customer shall indemnify and keep indemnified the Supplier against any costs, claims, demands and/or expenses arising as a result of any breach of this condition.

 

e) Where requested by the Supplier, the Customer on demand shall provide suitable proof of identity.

 

f) The Customer is obliged to take steps to regularly back up any data stored on the Goods in order to prevent unavoidable loss through faults, fire damage, or other unforeseen events. The Supplier accepts no responsibility for any losses suffered as a result of data being lost due to the Customer’s failure to back up that data to separate media.

 

g) The Customer agrees and warrants that the backup of data is their sole responsibility and that they have been advised by the Supplier to back up their data to an alternative source on a regular basis.

 

13) Cancellation

 

a) The contract is not cancellable by the Customer without the prior written consent of an authorised representative of the Supplier.

 

b) If the Supplier agrees to cancellation of the contract by the Customer or where the Customer is in breach of any provision of the contract and the Supplier chooses to cancel the contract, the Customer shall indemnify the Supplier in full against all expenses, costs losses, liabilities and damages incurred by the Supplier up to the time of cancellation and/or as a consequence of the cancellation together with a reasonable amount by way of liquidated damages for breach of contract as specified by the Supplier, such sum being acknowledged by the Customer as representing a genuine pre-estimate of the Supplier’s loss of profit.

 

c) without limitation or prejudice to Condition 13(b) above, where the contract is cancelled or where the Customer is in breach of any provision of the contract, the Customer agrees that the Deposit shall be forfeited and that the Supplier shall be entitled to retain the Deposit as a genuine pre-estimate of its loss.

 

14) Substitution

 

a) Should any materials or parts specified or required for completion of the contract hereunder be unavailable for the timely satisfaction of the contract, a substitute reasonably deemed by the Supplier to be suitable for the intended purpose as understood by the Supplier will be used or supplied if available and shall be accepted by the Customer in full satisfaction and performance of the Supplier’s obligations in that regard.

 

b) If the Supplier is unable to obtain a substitute which the Supplier deems suitable for the unavailable material or part of the Supplier’s obligation to complete performance shall upon notification posted to the Customer be suspended until such time as the materials previously unavailable or substitutes therefore as provided for above become available and any necessary adjustment to the Price shall be made by the Supplier.

 

15) Confidentiality and Intellectual Property

 

a) All information which may come into the Customer’s possession regarding the Supplier’s business shall be kept strictly confidential by the Customer and shall not be disclosed to any other person without the Supplier’s prior written consent.

 

b) All intellectual property rights in the Goods and in any drawings, patterns /or designs relating to the Goods shall (unless created by the Customer) remain the property of the Supplier and/or the Supplier’s sub-contractors (as the case may be).

 

16) Assignment

 

The Customer shall not assign the benefit of the contract to any person without the prior written consent of the Supplier. The Supplier shall have the right to assign the benefit of the contract to any person.

 

17) Sub-Contracting

 

The Supplier shall be entitled to sub-contract the whole or any part of its obligations under the contract.

 

18) No Waiver

 

No waiver of any of the Supplier’s rights under the contract shall be effective unless signed by an authorised representative of the Supplier. A waiver shall apply only to the specific circumstances in which it is given and shall be without prejudice to the enforcement of the Supplier’s rights in relation to the different circumstances or the re-occurrence of similar circumstances.

 

19) Force Majeure

 

The Supplier shall not be liable to the Customer for any loss or damage caused by any delay in the performance or any non-performance of the Supplier’s obligations under the contract where the same is occasioned by any cause whatsoever beyond the Supplier’s reasonable control including but not limited to Acts of God, legislation, war, civil commotion, strike, lock-out, trade dispute (whether involving its own employees or those of any other person), difficulties in obtaining workmen or materials, breakdown of machinery, fire, flood, drought or failure of power supply. Should any such event occur the Supplier may cancel or suspend the contract in whole or in part or act in accordance with the provisions of Conditions 13 and 14 without incurring any liability to the Customer for any loss or damage thereby occasioned.

 

20) Severability

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

 

(b) If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, that provision will apply with whatever modification is necessary to make it valid, enforceable and legal.

 

(c) The parties agree, in the circumstances referred to in condition 20(a) to attempt to substitute for any invalid, unenforceable or illegal provision a valid, enforceable and legal provision which achieves to the greatest extent possible the same effect as would have been achieved by the invalid or unenforceable provision.

 

21) Status of pre Contractual Statements

 

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

 

22) Jurisdiction

These Conditions shall be governed by and construed in accordance with English law and the courts of England and Wales shall have exclusive jurisdiction to decide any disputes.

 

Terms & Conditions

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