Terms and Conditions

Standard Terms and Conditions for Purchase of Products & Services (2023)

1. Status
   • These Conditions do not apply if the parties have executed a prior agreement relating to the same subject matter, which will take priority.
2. Interpretation
   • Definitions:

• Affiliate: any company, enterprise, corporation or business entity which controls, is controlled by, or is under common control with the Supplier or Britannia. For this purpose, “control” shall mean the possession, directly or indirectly of the power to direct or cause the direction of the management and policies of an entity (other than a natural person), whether through holding a majority of the voting rights of that entity, by contract or otherwise
• Applicable Laws: means all laws; rules; regulations; mandatory codes of practice.
• Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
• Commencement Date: has the meaning given in clause 2.
• Conditions: these terms and conditions set out in this Agreement.
• Contract: the contract between Britannia and the Supplier for the supply of Products and/or Services in accordance with these Conditions.
• Britannia: Britannia Pharmaceuticals Limited (registered in England and Wales with company number 01557088) whose registered office is at 200 Longwater Avenue, Green Park, Reading, Berkshire RG2 6GP.
• Britannia Materials: has the meaning set out in clause 3(j).
• Deliverables: all documents, products and materials developed by the Supplier or its Affiliates and their respective agents, contractors and employees as part of or in relation to the Services in any form or media, including drawings, maps, plans, diagrams, designs, pictures, computer programs, data, specifications and reports (including drafts).
• Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, rights in confidential information, know-how (meaning all technical and other information that is not in the public domain, including information relating to concepts, discoveries, data, designs, formulae, procedures, ideas, inventions, methods, models, designs for experiments and tests and results of experiments and tests, processes, specifications and techniques, laboratory reports, clinical data, manufacturing data) and trade secrets and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
• Mandatory Policies: Britannia’s Code of Ethics (a copy of which is available on request).
• Order: Britannia’s order for the supply of Products and/or Services, as set out in Britannia’s purchase order form.
• Products: the products (or any part of them) set out in the Order.
• Products Specification: the applicable specification for the Products (including without limitation manufacturing specifications and processes, storage requirements, health and safety information including material safety data sheets) that is agreed in writing by Britannia and the Supplier.
• Quality Agreement: any quality or technical agreement entered into between Britannia and the Supplier from time to time relating to the purchase of GMP/GXP/GCP manufactured Products or Services (as applicable).
• Services: the services, including Statement of Work, any Deliverables, to be provided by the Supplier under the Contract as set out in the Service Specification.
• Service Specification: the description or specification for Services agreed in writing by Britannia and the Supplier.
• Statement of Work: a document specifying particulars in relation to a particular Service or Project, agreed by the parties.
• Supplier: the person or firm from whom Britannia purchases the Products and/or Services.
  • Interpretation:
    • a reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
    • any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
    • a reference to writing or written includes emails.
    • a reference to person shall be deemed to be a reference to any person, firm, company or institution

3. Basis of contract
   • The Order constitutes an offer by Britannia to purchase Products and/or Services from the Supplier in accordance with these Conditions.
   • The Order shall be deemed to be accepted on the earlier of:
     • the Supplier issuing written acceptance of the Order; or
     • any act by the Supplier consistent with fulfilling the Order,
   • at which point and on which date the Contract shall come into existence (Commencement Date).
     • These Conditions apply to the Contract to the exclusion of any other terms that the Supplier seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
     • All of these Conditions shall apply to the supply of both Products and Services except where the application to one or the other is specified.

4. Supply of Products
   • The Supplier shall ensure that the Products shall:
     • correspond with their description and any applicable Products Specification and the Quality Agreement;
     • be of satisfactory quality (within the meaning of the Sale of Goods Act 1979) and fit for any purpose held out by the Supplier or made known to the Supplier by Britannia, expressly or by implication, and in this respect, Britannia relies on the Supplier’s skill and judgement;
     • where they are manufactured products, be free from defects in design, materials and workmanship and remain so for the longer of 12 months after delivery or the applicable shelf life stated in the Products Specification or the Quality Agreement; and
     • be accompanied by any necessary instructions and technical documents, including operating and service manuals. Such documentation shall be in English, and be of sufficient quality and clarity to enable Britannia to effectively and safely operate, support, store and dispose of the Product;
     • comply with all applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling and delivery of the Products; and
     • not infringe, nor shall their manufacture or subsequent commercialisation infringe, any Intellectual Property Rights of any third party.
   • The Supplier shall ensure that at all times it has and maintains all the licences, permissions, authorisations, consents and permits that it needs to carry out its obligations hereunder in respect of the Products.
   • Britannia may inspect and test the Products at any time before delivery. The Supplier shall remain fully responsible for the Products despite any such inspection or testing and any such inspection or testing shall not reduce or otherwise affect the Supplier’s obligations under the Contract.
   • If following such inspection or testing Britannia considers that the Products do not comply or are unlikely to comply with the Supplier’s undertakings at clause 1, Britannia shall inform the Supplier and the Supplier shall immediately take such remedial action as is necessary to ensure compliance.
   • Britannia may conduct further inspections and tests after the Supplier has carried out its remedial actions.
5. Delivery of Products
   • The Supplier shall ensure that:
     • the Products are properly packed and secured in such manner as to enable them to reach their destination in good condition;
     • each delivery of the Products is accompanied by a delivery note which shows the date of the Order, the Order number (if any), the type and quantity of the Products (including the code number of the Products (where applicable)), special storage instructions (if any) and, if the Products are being delivered by instalments, the outstanding balance of Products remaining to be delivered; and
     • it states clearly on the delivery note any requirement for Britannia to return any packaging material for the Products to the Supplier. Any such packaging material shall only be returned to the Supplier at the cost of the Supplier.
   • The Supplier shall deliver the Products:
     • on the date specified in the Order or, if no such date is specified, then within fourteen (14) days of the date of the Order;
     • to Britannia’s premises or such other location as is set out in the Order or as instructed by Britannia before delivery (Delivery Location); and
     • during Britannia’s normal hours of business on a Business Day, or as instructed by Britannia.
   • Delivery of the Products shall be completed on the completion of unloading of the Products at the Delivery Location and signing for the same by Britannia.
   • If the Supplier:
     • delivers less than 95% of the quantity of Products ordered, Britannia may reject the Products; or
     • delivers more than 105% of the quantity of Products ordered, Britannia may at its sole discretion reject the Products or the excess Products,

and any rejected Products shall be returnable at the Supplier’s risk and expense. If the Supplier delivers more or less than the quantity of Products ordered, and Britannia accepts the delivery, the Supplier shall make a pro rata adjustment to the invoice for the Products.

• The Supplier shall not deliver the Products in instalments without Britannia’s prior written consent. Where it is agreed that the Products are delivered by instalments, they may be invoiced and paid for separately. However, failure by the Supplier to deliver any one instalment on time or at all or any defect in an instalment shall entitle Britannia to the remedies set out in clause 1.

Title and risk in the Products shall pass to Britannia on completion of delivery.

6. Supply of Services
   • The Supplier shall from the Commencement Date or the date set out in the Order (as applicable) and for the duration of the Contract supply the Services to Britannia in accordance with the terms of the Contract.
   • The Supplier shall meet any performance dates for the Services specified in the Order or that Britannia notifies to the Supplier and time is of the essence in relation to any of those performance dates.
   • In providing the Services, the Supplier shall:
     • co-operate with Britannia in all matters relating to the Services, and comply with all proper and reasonable instructions of Britannia;
     • perform the Services with all due care, skill and diligence in accordance with best practice in the Supplier’s industry, profession or trade;
     • use personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that the Supplier’s obligations are fulfilled in accordance with the Contract;
     • ensure that the Services and Deliverables will conform with all descriptions and specifications set out in the Service Specification, and that the Deliverables shall be fit for any purpose that Britannia expressly or impliedly makes known to the Supplier;
     • provide all equipment, tools and vehicles and such other items as are required to provide the Services;
     • use the best quality Products, materials, standards and techniques, and ensure that the Deliverables, and all Products and materials supplied and used in the Services or transferred to Britannia, will be free from defects in workmanship, installation and design;
     • obtain and at all times maintain all licences and consents which may be required for the provision of the Services;
     • comply with all applicable laws, regulations, regulatory policies, guidelines or industry codes which may apply to the provision of the Services, and with the Mandatory Policies;
     • observe all health and safety rules and regulations and any other security requirements that apply at any of Britannia’s premises;
     • hold all materials, equipment and tools, drawings, specifications and data supplied by Britannia to the Supplier (Britannia Materials) in safe custody at its own risk, maintain Britannia Materials in good condition until returned to Britannia, and not dispose or use Britannia Materials other than in accordance with Britannia’s written instructions or authorisation;
     • not do or omit to do anything which may cause Britannia to lose any licence, authority, consent or permission upon which it relies for the purposes of conducting its business, and the Supplier acknowledges that Britannia may rely or act on the Services; and
     • comply with any additional obligations as set out in the Service Specification.

7. Britannia remedies
   • If the Supplier fails to deliver the Products and/or perform the Services by the applicable date, Britannia shall, without limiting or affecting other rights or remedies available to it, have one or more of the following rights:
     • to terminate the Contract with immediate effect by giving written notice to the Supplier;
     • to refuse to accept any subsequent performance of the Services and/or delivery of the Products which the Supplier attempts to make;
     • to recover from the Supplier any costs incurred by Britannia in obtaining substitute Products and/or services from a third party;
     • to require a refund from the Supplier of sums paid in advance for Services that the Supplier has not provided and/or Products that it has not delivered; and
     • to claim damages for any additional costs, loss or expenses incurred by Britannia which are in any way attributable to the Supplier’s failure to meet such dates.
   • If the Products are not delivered by the applicable date, Britannia may, at its option, claim or deduct 1.5 % of the price of the Products for each week’s delay in delivery by way of liquidated damages, up to a maximum of 10 % of the total price of the Products. If Britannia exercises its rights under this clause 2 it shall not be entitled to any of the remedies set out in clause 7.1 in respect of the Products’ late delivery.
   • If the Supplier has delivered Products that do not comply with the undertakings set out in clause 1, then, without limiting or affecting other rights or remedies available to it, Britannia shall have one or more of the following rights, whether or not it has accepted the Products:
     • to terminate the Contract with immediate effect by giving written notice to the Supplier;
     • to reject the Products (in whole or in part) whether or not title has passed and to return them to the Supplier at the Supplier’s own risk and expense;
     • to require the Supplier to repair or replace the rejected Products, or to provide a full refund of the price of the rejected Products (if paid);
     • to refuse to accept any subsequent delivery of the Products which the Supplier attempts to make;
     • to recover from the Supplier any expenditure incurred by Britannia in obtaining substitute Products from a third party; and
     • to claim damages for any additional costs, loss or expenses incurred by Britannia arising from the Supplier’s failure to supply Products in accordance with clause 1.
   • These Conditions shall extend to any substituted or remedial services and/or repaired or replacement Products supplied by the Supplier.
   • Britannia’s rights under the Contract are in addition to its rights and remedies implied by statute and common law.
8. Britannia’s obligations
   • Britannia shall:
     • provide the Supplier with reasonable access at reasonable times to Britannia’s premises for the purpose of providing the Services;
     • provide such necessary information for the provision of the Services as the Supplier may reasonably request; and
     • provide such other assistance as the Parties mutually agree in writing is necessary for the timely provision of the Services.

9. Charges and payment
   • The price for the Products:
     • 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 at the Commencement Date; and
     • shall be inclusive of the costs of packaging, insurance and carriage of the Products. No extra charges shall be effective unless agreed in writing and signed by Britannia.
   • The charges for the Services shall be set out in the Order, and shall be the full and exclusive remuneration of the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by Britannia, the charges shall include every cost and expense of the Supplier directly incurred in connection with the performance of the Services.
   • In respect of the Products, the Supplier shall invoice Britannia on or at any time after completion of delivery. In respect of Services, the Supplier shall invoice Britannia on completion of the Services. Each invoice shall include such supporting information required by Britannia to verify the accuracy of the invoice, including but not limited to the relevant purchase order number.
   • In consideration of the supply of Products and/or Services by the Supplier, Britannia shall pay the invoiced amounts within 60 days of the date of a correctly rendered invoice to a bank account nominated in writing by the Supplier.
   • All amounts payable by Britannia under the Contract are exclusive of amounts in respect of valued added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to Britannia, Britannia shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Products and/or Services at the same time as payment is due for the supply of the Products and/or Services.
   • If Britannia fails to make a payment due to the Supplier under the Contract by the due date, then Britannia 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 6 will accrue on a daily basis at an annual compound interest rate of 4% a year above the Bank of England’s base rate from time to time.
   • The Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services, and the Supplier shall allow Britannia to inspect such records at all reasonable times on request.
   • Britannia may at any time, without notice to the Supplier, set off any liability of the Supplier to Britannia against any liability of Britannia to the Supplier, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under the Contract. If the liabilities to be set off are expressed in different currencies, Britannia may convert either liability at a market rate of exchange for the purpose of set-off. Any exercise by Britannia of its rights under this clause shall not limit or affect any other rights or remedies available to it under the Contract or otherwise.
10. Intellectual property rights
    • If Britannia is purchasing off the shelf Products from the Supplier, all Intellectual Property Rights shall be owned by the Supplier.

If Britannia is purchasing Products manufactured to Britannia’s specifications, this clause 10 applies:

• Any Intellectual Property Rights owned by the relevant Party prior to the Commencement Data shall vest with and remain the property of that Party.
• Any Intellectual Property Rights created pursuant to this Contract will be the property of Britannia (excluding, however, any manufacturing know-how).

• If the Supplier is providing Service to Britannia, this clause 2 applies:
  • Any Intellectual Property Rights owned by the relevant Party prior to the Commencement Data shall vest with and remain the property of that Party.
  • Any intellectual property which is created pursuant to this Agreement will be the property of Britannia.
  • If any background Intellectual Property Rights belonging to the Supplier prior to the Commencement Data are used in the provisions of the Services the Supplier grants to Britannia, or shall procure the direct grant to Britannia of, a fully paid-up, worldwide, non-exclusive, royalty-free perpetual and irrevocable licence to copy and modify the Deliverables (excluding Britannia Materials) for the purpose of receiving and using the Services and the Deliverables.

11. Data Protection
    • Data Protection Legislation

means all applicable data protection laws and regulations protecting the personal data of natural persons, including but not limited to the UK GDPR and the Data Protection Act 2018 (DPA) and any other relevant national implementing laws, regulations, and secondary legislation, as amended or updated from time to time, and any successor legislation to the GDPR or the DPA.

• Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.
• If the Services require the Supplier to process personal data on behalf of Britannia, the following provisions shall apply:
  • Britannia is the data controller and the Supplier is the data processor.
  • Britannia will ensure that it has all necessary appropriate consents and notices are in place to enable lawful transfer of the personal data to the Supplier.
  • the Supplier shall, at its own expense:
    • process personal data only on the written instructions of Britannia unless the Supplier is required by law to process personal data (“Applicable Data Processing Laws”). Where the Supplier is relying on applicable law as the basis for processing personal data, the Supplier shall promptly notify Britannia of this before performing the processing in question;
    • ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data;
    • ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential;
    • not transfer any personal data outside of the UK and European Economic Area unless the prior written consent of Britannia has been obtained there are appropriate safeguards in relation to the transfer and the Supplier complies with reasonable instructions notified to it in advance by Britannia with respect to the processing of the personal data;
    • assist Britannia 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;
    • notify Britannia without undue delay and in any event within 24 hours of becoming aware of a personal data breach;
    • notify Britannia without undue delay and in any event with 24 hours of receiving any complaint, notice or communication which relates directly or indirectly to the processing of the personal data under the Contract or to either party’s compliance with Data Protection Legislation and provide such co-operation, assistance and information as Britannia may reasonably require of the Supplier;
    • at the written direction of Britannia, delete or return personal data and copies thereof to Britannia on termination of the Contract unless required by Applicable Data Processing Law to store the personal data;
    • maintain complete and accurate records and information to demonstrate its compliance with this clause and allow for audits by Britannia or Britannia’s designated auditor; and
    • not engage any processor to process data (or otherwise sub-contract or outsource the processing of any data to a third party) without the prior written consent of Britannia. Where Britannia authorises the Supplier to appoint a sub-processor, such authorisation is conditional on the Supplier:
      • entering into a written contract with the sub-processor that:
        • is on the same or similar terms as those set out in the Contract (in so far as the same relates to data protection);
        • provides sufficient guarantees to implement appropriate technical and organisation measures in compliance with the Data Protection Legislation; and
        • terminates automatically on termination or expiry of the Contract for any reason; and
      • remaining liable for all acts or omissions of the sub-processors as if they were acts or omissions of the Supplier.

12. Indemnity
    • The Supplier shall indemnify Britannia against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by Britannia arising out of or in connection with:
      • any claim made against Britannia for actual or alleged infringement of a third party’s intellectual property rights arising out of, or in connection with, the manufacture, supply or use of the Products, or receipt, use or supply of the Services (excluding Britannia Materials);
      • any claim made against Britannia by a third party for death, personal injury or damage to property arising out of, or in connection with, defects in the Products, as delivered, or the Deliverables; and
      • any claim made against Britannia by a third party arising out of or in connection with the supply of the Products, as delivered, or the Services.
    • This clause 12 shall survive termination of the Contract.
13. Insurance
    • During the term of the Contract, the Supplier shall maintain in force, with a reputable insurance company, professional indemnity insurance, product liability insurance and public liability insurance to cover the liabilities that may arise under or in connection with the Contract, and shall, on Britannia’s request, produce both the insurance certificate giving details of cover and the receipt for the current year’s premium in respect of each insurance.
14. Confidentiality
    • Each party undertakes that it shall not at any time or 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, Britannia’s clients or suppliers of the other party, except as permitted by clause14(a).

Each party may disclose the other party’s confidential information:

• to its or its Affiliates’ 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 or its Affiliates’ employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s confidential information must comply with this clause 14; and
• as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

• Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.

15. Termination
    • Without affecting any other right or remedy available to it, Britannia may terminate the Contract:
      • with immediate effect by giving written notice to the Supplier if:
        • there is a change of control of the Supplier; or
        • the Supplier’s financial position deteriorates to such an extent that in Britannia’s opinion the Supplier’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or
        • the Supplier commits a breach of clause 3(h),
      • for convenience by giving the Supplier immediate written notice.
    • Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
      • the other party commits a material breach of any term of the Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;
      • the other party 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), 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; or
      • the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business.

16. Consequences of termination
    • On termination of the Contract, the Supplier shall immediately deliver to Britannia all Deliverables whether or not then complete, and return all Britannia Materials. If the Supplier fails to do so, then Britannia may enter the Supplier’s premises and take possession of them. Until they have been returned or delivered, the Supplier shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.
    • Termination or expiry of the Contract shall not affect 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.
    • 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.
17. 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 it if such delay or failure results from events, circumstances or causes beyond its reasonable control provided, however, that such party shall not be entitled to rely on this clause unless it has taken reasonable measures and precautions to avoid such event, circumstance or cause. If the period of delay or non-performance continues for a period of 30 days, the party not affected may terminate this Contract by giving 7 (seven) days’ written notice to the affected party.
18. General
    • Assignment and other dealings.
      • Britannia may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights and obligations under the Contract.
      • The Supplier shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of Britannia.
    • • Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be 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 sent by fax to its main fax number or sent by email to the address specified in the Contract.
      • A notice or other communication shall be deemed to have been received: if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; 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; 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 18.2(b), 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.
      • This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
    • If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
    • A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
    • No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.
    • Entire agreement. 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.

Third party rights.

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

• Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by the parties or their authorised representatives.
• 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.
• 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.