Terms & Conditions

Introduction

A. About us.
(a) The “Supplier” is Future Products Limited (registered in England and Wales with company number 02840500), whose registered office is at Enterprise Road, Millennium Business Park, Mansfield, Notts, NG19 7JX.
(b) Our main trading address is Enterprise Road, Millennium Business Park, Mansfield, Notts, NG19 7JX.
(c) Our VAT number is 457380332.
(d) We operate the website WWW.Futreproductsltd.com
(e) Our main contact telephone number is 01623 635171.
(f) Our main contact email address is Sales@futureproductsltd.com

B. References.
(a) References to We, Us and Our refer the Supplier.
(b) References to You, Your or Customer refer to the person or firm who purchases the Goods from the Supplier.

C. Our contract.
These terms and conditions as amended from time to time under clause 11.4 (Conditions) apply to each Order by You and supply of Goods by Us to You (Contract). No other terms are implied by trade, custom, practice, or course of dealing.

D. Language.
These Sale Terms and the Contract are made only in the English language. If they are translated into any other language the English language text shall prevail and apply.

E. Your copy.
You should print or copy these Sale Terms or save them to your computer for future reference.

1. Interpretation

1.1 Definitions not defined elsewhere in the Conditions:

Business Day: a day other than a Saturday, Sunday, or public holiday in England, when

Delivery Location: has the meaning given in clause 4.2.

Force Majeure Event: In respect of an affected party claiming force majeure relief (the “FM Relief Claimer”), any of the following events or circumstances whether or not known or anticipated before entering into the Contract: (1) act of God, natural disaster or severe adverse weather conditions (to include, but not limited to, storms); (2) fires or floods; (3) riots, sabotage, civil commotion or civil unrest, interference by civil or military authorities, acts of war (declared or undeclared) or armed hostilities or other national or international calamity or one or more acts of terrorism; (4) any outbreak, continuance or development of any epidemic or pandemic in its original or mutated/varied form; (5) any introduction of or change in any law or government sanction, prohibition, restriction or binding guidance or requirement; (6) any statement, act or omission of any person other than the FM Relief Claimer, a member of the same corporate group as the FM Relief Claimer, or their respective sub-contractors, employees or agents; (7) any event, occurrence or circumstance beyond the reasonable control of the FM Relief Claimer or its applicable sub-contractor(s); or (8) any combination of the above.

Goods: the goods (or any part of them) set out in the Order.

Order: the Customer’s order for the Goods, (which in the case of an offline purchase is as set out as stated on our standard Order Form).

Specification: any specification for the Goods, including any related plans and drawings, that is agreed in writing by the Customer and the Supplier.

Supplier: Future Products Limited (registered in England and Wales with company number 02840500), whose registered office is at Enterprise Road, Millennium Business Park, Mansfield, Notts, NG19 7JX.

1.2 Interpretation rules:

(a) A person includes a natural person, corporate or unincorporated body (whether having separate legal personality).

(b) A reference to a party includes its personal representatives, 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 construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

(e) A reference to writing or written includes email.

(f) A reference to will or shall has the same meaning and affect as the expression must.

2. Basis of contract

2.1 These Conditions apply to the Contract 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.

Offline Purchase

a. The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable Specification submitted by the Customer are complete and accurate.

b. The Order shall only be deemed to be accepted when the Supplier issues a written acceptance of the Order, at which point the Contract shall come into existence.

Online Purchase

a. Placing Your Order. The Customer must follow the onscreen prompts to place an Order. Each Order is an offer by the Customer to buy Goods subject to these Conditions.

b. Correcting input errors. The Supplier’s Order process allows the Customer to check and amend any errors before submitting the Order to the Supplier. The Customer must check the Order carefully before confirming it. The Customer is responsible for ensuring that the Order and any specification submitted by the Customer is complete and accurate.

c. Acknowledging receipt of an Order. After the Customer places an order, the Customer will receive an email from the Supplier acknowledging that the Supplier has received it, but please note that this does not mean that the Order has been accepted. The Supplier’s acceptance of the Order will take place as described in in paragraph d. below.

d. Accepting an Order. The Supplier’s acceptance of an Order takes place when the Supplier sends an email to the Customer to accept it, at which point the Contract between the Supplier, or the Customer will come into existence.

e. If the Supplier cannot accept an Order. If the Supplier is unable to supply the Goods to the Customer for any reason, the Supplier will inform the Customer of this by email and the Supplier will not process the Order. If the Customer has already paid for the Goods, the Supplier will refund the full amount including any delivery costs charged as soon as possible.

2.2 The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with, or contained in any documents of the Customer that is inconsistent with these Conditions.

2.3 Any samples, drawings, descriptive matter, or advertising produced by the Supplier and any descriptions or illustrations contained in the Supplier’s catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force.

(a) we reserve the right continually improve products, therefore methods, material and changes to specification may be made from time to time without prior notice.

2.4 A quotation for the Goods given by the Supplier shall not constitute an offer. A quotation shall only be valid for a period of 20 Business Days from its date of issue.

3. Goods

3.1 The Goods are as described in the Supplier’s applicable published catalogue, website, or online social media accounts (as modified by any applicable Specification if clause 3.2 applies) (the “Goods Descriptions”); however, the images of the Goods are for illustrative purposes only. Although the Supplier has made every effort to display the colours accurately, the Supplier cannot guarantee that printed documents or the Customer’s computer’s display of the colours accurately reflect the colour of the Goods. The colour of your Goods may vary slightly from those images.

3.2 All sizes, weights, capacities, dimensions, and measurements of any handmade Goods are to be treated as having a maximum 2% tolerance.

3.3 To the extent that the Goods are to be manufactured in accordance with a Specification supplied by the Customer, 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 the Specification. This clause 3.3 shall survive termination of the Contract.

3.4 The Supplier reserves the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirement (or to improve the product), and the Supplier shall notify the Customer in any such event.

4. Delivery

4.1 The Supplier will take care that:

(a) each delivery of the Goods is accompanied by a delivery note that shows the date of the Order, the contract number, the type, and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and

(b) if the Supplier requires the Customer to return any packaging materials to the Supplier, that fact is clearly stated on the delivery note. The Customer shall make any such packaging materials available for collection at such times as the Supplier shall reasonably request. Returns of packaging materials shall be at the Supplier’s expense.

4.2 If the parties agree in the Order or otherwise in writing for the Supplier to deliver the Goods, the Supplier shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after the Supplier notifies the Customer that the Goods are ready; however, unfortunately, the Supplier does not in any event deliver (or commit to delivery) to addresses outside the UK.

4.3 You may place an order for Goods from outside the UK, but this order must be for delivery to an address in the UK

4.4 If the parties agree in the Order or otherwise in writing for the Customer to collect the Goods, the Customer shall collect the Goods from the Supplier’s premises as noted in the Order or such other location as may be advised by the Supplier prior to collection (Collection Location) within three Business Days of the Supplier notifying the Customer that the Goods are ready.

4.5 Actual delivery is deemed completed on the completion of unloading of the Goods at the Delivery Location (if clause 4.2 applies) or the Goods coming into the possession of the Customer before or after onloading at the Collection Location (if clause 4.3 applies).

4.6 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or 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.

4.7 If the Supplier fails to deliver the Goods, 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 the Goods to the extent that such failure is caused by a Force Majeure Event or 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 (or, in the case of clause 4.3, the Customer not collecting the Goods).

4.8 If the Customer fails to take or accept delivery of the Goods under clause 4.4 within three Business Days of the Supplier notifying the Customer that the Goods are ready, 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 Contract in respect of the Goods:

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

(b) the Supplier shall store the Goods until delivery takes place (with no duty of care or other commitment around protection, security, condition etc), and charge the Customer for all related costs and expenses (including insurance).

4.9 If ten Business Days after the day on which the Supplier notified the Customer that the Goods were ready for delivery the Customer has not taken 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.

4.10 If the Supplier delivers up to and including 5% more or less than the quantity of Goods ordered the Customer may not reject them, but on receipt of notice from the Customer that the wrong quantity of Goods was delivered, the Supplier shall make a pro rata adjustment to the invoice for the Goods.

4.11 The Supplier may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.

5. Quality

5.1 On delivery the customer has to give notice of any shortages or damage and this should be made verbally at the time of delivery and confirmed in writing within 72 hours of delivery or collection. Notification after 72 hours can result in your rights to claim against damages or shortages.

(a) conform in all material respects with their description and any applicable Specification; and

(b) be free from material defects in design and material.

(c) If shortages notified to the Company in accordance with Condition 5.1 above are found to be valid, the company shall, at its sole discretion, supply the missing Goods or refund that part of the price for the goods not supplied.

5.2 Subject to clause 5.3, if:

(a) the Customer gives notice in writing to the Supplier during the warranty period within a reasonable time of discovery that some or all of the Goods do not comply with the check set out in 5.1;

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

(c) the Customer shares all relevant information and documents relevant for the above stated examination and the related dispute resolution; and

(d) the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier’s place of business at the Customer’s cost, the Supplier shall, at its absolute voluntary option, either: (i) repair or replace the defective Goods, or (ii) refund the price of the defective Goods in full.

(e) On request Product Warranty Certificate can be email or posted

5.3 The Supplier shall not be liable for the Goods’ failure to comply with the check set out in 5.1 if:

(a) the Customer makes any further use of such Goods after giving notice in accordance with clause 5.2;

(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;

(f) the Goods differ from their description the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements; or

(g) any combination of the above applies.

5.4 The Goods are intended for use only in the UK. The Supplier does not warrant that the Goods comply with the laws, regulations, or standards outside the UK.

5.5 Except as provided in this clause 5, the Supplier shall have no liability to the Customer in respect of the Goods’ failure to comply with the process around quality.

5.6 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.

5.7 These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.

5.8 Some of the Goods will come with a manufacturer’s guarantee. For details of the applicable terms and conditions, please refer to the manufacturer’s guarantee provided with the Goods. If the Supplier is not the manufacturer then the Supplier will not be responsible or liable for any such manufacturer’s guarantee.

6. Title and risk

6.1 The risk in the Goods shall pass to the Customer on completion of delivery under clause 4.4.

6.2 Title to the Goods shall not pass to the Customer until the earlier of:

(a) the Supplier receives payment in full (in cash or cleared funds) for:

(i) the Goods; and

(ii) any other goods that the Supplier has supplied to the Customer 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; and

(iii) the Customer resells the Goods, in which case title to the Goods shall pass to the Customer at the time specified in clause 6.4.

6.3 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 9.1(b) to clause 9.1(d); and

(e) give the Supplier such information as the Supplier may reasonably require from time to time relating to:

(i) the Goods; and

(ii) the ongoing financial position of the Customer.

6.4 Subject to clause 6.5, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before the Supplier receives payment for the Goods. However, if the Customer resells the Goods before that time:

(a) it does so as principal and not as the Supplier’s agent; and

(b) title to the Goods shall pass from the Supplier to the Customer immediately before the time at which resale by the Customer occurs.

6.5 At any time before title to the Goods passes to the Customer, the Supplier may:

(a) by notice in writing, terminate the Customer’s right under clause 6.4 to resell the Goods or use them in the ordinary course of its business; and

(b) require the Customer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product and if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.

7. Price and payment

7.1 The price of the Goods shall be the price set out in the Order or, if no price is quoted, the price set out in the Supplier’s published price list in force as at the date of delivery.

7.2 The Supplier may, by giving notice to the Customer at any time ten Business Days before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:

(a) any factor beyond the Supplier’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials, and other manufacturing costs);

(b) any request by the Customer 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 Customer or failure of the Customer to give the Supplier adequate or accurate information or instructions.

7.3 The price of the Goods:

(a) excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to the Supplier at the prevailing rate, subject to the receipt of a valid VAT invoice; and

(b) excludes the costs and charges of packaging, insurance, and transport of the Goods, which shall be invoiced to the Customer; and

(c) excludes delivery charges and non-standard packaging charges (and pallet charges) – and such charges are as set out at Zero except where specifically agreed that a charge is to be made and as such confirmed by email.

7.4 In respect of online pricing:

(a) It is always possible that, despite the Supplier’s reasonable efforts, some of the Goods on its website may be incorrectly priced.

(b) The Supplier will normally check prices as part of our dispatch procedures so that:

(i) where the Goods’ correct price is less than the price stated on our site, the Supplier will charge the lower amount when dispatching the Goods to you; and

(ii) if the Goods’ correct price is higher than the price stated on the website, the Supplier will contact the Customer in writing as soon as possible to inform the C10ustomer of this error and the Supplier will give the Customer the option of continuing to purchase the Goods at the correct price or cancelling your Order, and in that regard

(A) the Supplier will not process the Order it has the Customer’s instructions;

(B) if the Supplier is unable to contact the Customer using the contact details that the Customer provided during the order process, the Supplier will treat the Order as cancelled and notify the Supplier in writing;

(C) however, if the Supplier mistakenly accepts and processes the Order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by the Customer as a mispricing, the Supplier may cancel supply of the Goods and refund any sums that the Customer has already paid.

7.5 Payments can be made using debit or credit cards or any third-party payment platform, and the Customer will be responsible and liable to comply with the terms of the third party payment platform to the extent used by the Customer.

7.6 For online sales payment for the Goods and all applicable delivery charges is in advance. The Supplier will not charge the Customer’s debit card or credit card until the Supplier has placed dispatched the Goods for delivery or released then for collection.

7.7 For offline sales:

(a) The Supplier may invoice the Customer for the Goods on or at any time after the completion of delivery.

(b) The Customer shall pay each invoice submitted by the Supplier:

(i) Within or in accordance with any credit terms agreed by the Supplier and confirmed in writing to the Customer; and

(ii) in full and in cleared funds to a bank account nominated in writing by the Supplier, and

time for payment shall be of the essence of the Contract.

7.8 If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier’s remedies under clause 9, 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 7.8 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

7.9 All amounts due under the Contract 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).

8. Limitation of liability

8.1 The Supplier has obtained insurance cover in respect of its own legal liability for individual claims not exceeding £10 million per claim. The Supplier has been unable to obtain insurance in respect of certain types of loss at a commercially viable price. The limits and exclusions in this clause reflect the insurance cover the Supplier has been able to arrange and the Customer is responsible for making its own arrangements for the insurance of any excess loss.

8.2 The restrictions on liability in this clause 8 apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

8.3 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:

(a) death or personal injury caused by negligence;

(b) fraud or fraudulent misrepresentation;

(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979; or

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

8.4 Subject to clause 8.3, the Supplier’s total liability to the Customer shall not exceed a sum equal to 150% of the price of the applicable Goods.

8.5 Subject to clause 8.3, the following types of loss are wholly excluded:

(a) loss of profits;

(b) loss of sales or business;

(c) loss of agreements or contracts;

(d) loss of anticipated savings;

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

(f) loss of or damage to goodwill;

(g) any loss or other liability to the extent caused by, contributed to by, made worse by or otherwise arising from any statement, act, or omission of any person other than the Supplier, a sub-contractor of the Supplier or their respective employees; and

(h) indirect or consequential loss.

8.6 The parties will fully co-operate to notify complaints, concerns, claims and disputes promptly and to then seek to discuss and seek to resolve the same in a reasonably time and cost-efficient manner.

8.7 This clause 8 shall survive termination of the Contract.

9. Termination

9.1 Without limiting its other rights or remedies, the Supplier may terminate this Contract with immediate effect by giving written notice to the Customer if:

(a) the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within thirty days of that party being notified in writing to do so;

(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; or

(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 Contract is in jeopardy.

9.2 Without limiting its other rights or remedies, the Supplier may suspend provision of the Goods under the Contract or any other contract between the Customer and the Supplier if the Customer becomes subject to any of the events listed in clause 9.1(b) to clause 9.1(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 this Contract on the due date for payment.

9.3 Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.

9.4 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.

9.5 Termination or expiry of the 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.

9.6 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.

10. Force majeure

Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from a Force Majeure Event. In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed. If the period of delay or non-performance continues for twelve weeks, the party not affected may terminate the Contract by giving a minimum of thirty days’ written notice to the affected party.

11. General

11.1 Assignment and other dealings.

(a) The Supplier may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.

(b) The Customer may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Supplier.

11.2 Confidentiality.

(a) Each party undertakes that it shall not at any time during the Contract and for a period of five years after termination or expiry of the Contract (and thereafter for as long as the law permits), disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 11.2(b).

(b) Each party may disclose the other party’s confidential information:

(i) to its employees, officers, representatives, contractors, subcontractors, or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors, or advisers to whom it discloses the other party’s confidential information comply with this clause 11.2; and

(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

(c) Neither party shall use the other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.

11.3 Entire agreement.

(a) The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations, and understandings between them, whether written or oral, relating to its subject matter.

(b) Each party agrees that it shall have no remedies in respect of any statement, representation, assurance, or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

11.4 Variation.

No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

11.5 Waiver.

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

11.6 Severance.

If any provision or part-provision of the Contract is or becomes invalid, illegal, or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision of the Contract is deemed deleted under this clause 11.6 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

11.7 Notices.

(a) Any notice [or other communication] given to a party under or in connection with the Contract shall be in writing and shall be:

(i) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or

(ii) sent by email to the address noted in the Order or otherwise published on the party’s website or other social media as the main sales or complaints communication email.

(b) Any notice or communication shall be deemed to have been received:

(i) if delivered by hand, at the time the notice is left at the proper address;

(ii) 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

(iii) if sent by email at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 11.7(b)(iii), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.

(c) This 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.

11.8 Third party rights.

(a) Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

(b) The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.

11.9 Governing law.

The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.

11.10 Jurisdiction.

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.