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Customer Service ▶ Re-Seller Terms & Conditions

Terms and conditions for the appointment of a Re-Seller To Flavour Vapour Limited

In these terms and conditions:

- references to the ‘Supplier’ are to be construed as references to Flavour Vapour Limited (a company incorporated in England and Wales with registration number 08106723 and having its registered office address at Unit 2A Parkway Industrial Estate, Plymouth, Devon PL6 8LH) and its successors and assigns;

- references to the ‘Re-Seller’ are to the re-seller (whether an individual, partnership or corporation) accepting these terms and conditions under which it accepts the appointment as a re-seller for the promotion and sale of the Products (as defined in these terms and conditions) within the Territory (as defined in these terms and conditions) and its permitted assigns;

- a ‘Business Day’ is a day (other than a Saturday, Sunday or public holiday in England) when banks in London are open for business;

- ‘Control’ means the ability to direct the affairs of another person, whether by virtue of the ownership of shares, contract or otherwise;

- ‘Minimum Quantity’ means such quantity of the Products as last specified in writing between the Supplier and the Re-Seller before the Re-Seller’s acceptance of these terms and conditions, subject to amendment as subject to amendment as agreed between the parties or as otherwise provided in these terms and conditions;

- ‘Products’ means the electronic cigarettes, consumables and other products made available to the Re-Seller through the Website or by direct sales from the Supplier to the Re-Seller from time to time during the continuance of these terms and conditions;

- ‘Reserved Customers’ means such customer groups in respect of which the Supplier informs the Re-Seller by written notice that it has appointed or will appoint another exclusive Re-Seller or has reserved to itself;

- ‘Reserved Territories’ means such areas in respect of which the Supplier informs the Re-Seller by written notice that it has appointed or will appoint another exclusive Re-Seller or has reserved to itself;

- ‘Term’ means the period from the Re-Seller’s acceptance of these terms and conditions until termination as provided in these terms and conditions;

- ‘Territory’ means the geographic area or marketing and sales medium as last specified in writing between the Supplier and the Re-Seller before the Re-Seller’s acceptance of these terms and conditions, subject to amendment as agreed between the parties or as otherwise provided in these terms and conditions;

- ‘Trade Marks’ means such trade marks that the Supplier may by express notice in writing permit, or procure permission for, the Re-Seller to use from time to time in the Territory in respect of the Products;

- ‘VAT’ means value added tax chargeable under the Value Added Tax Act 1994 and any similar replacement or additional tax;

- ‘VAT Group’ means a group for the purposes of sections 43 to 43D (inclusive) of the Value Added Tax Act 1994 and the Value Added Tax (Groups: eligibility) Order 2004 (SI 2004/1931);

- ‘Year’ means the period of 12 months from the date of the Re-Seller’s first acceptance of these terms and conditions and each consecutive period of 12 months thereafter during the Term;

- words in the singular shall include the plural and vice versa and a reference to one gender shall include a reference to the other genders;

- any reference to a statute, statutory provision or any subordinate legislation made under a statute is to such statute, provision or subordinate legislation as amended or re-enacted from time to time whether before or after the date of these terms and conditions and, in the case of a statute, includes any subordinate legislation made under that statute whether before or after the date of these terms and conditions; provided that, as between the parties, no such amendment or re-enactment shall apply for the purposes of these terms and conditions to the extent that it would impose any new or extended obligation, liability or restriction on, or otherwise adversely affect the rights of, any party;

- references to clauses and schedules and appendices are to the clauses and schedules and appendices of these terms and conditions;

- 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.

- any reference in the agreement to any person, when construing any provision in relation to VAT, shall (where appropriate and unless the context otherwise requires) be construed, at any time when such person is treated as a member of a VAT Group, to include a reference to the representative member of such group at such time (so that a reference to x, for example, would read "x or the relevant representative member of the VAT Group of which x is a member (as the case may be)") (the term "representative member" to have the same meaning as for the purposes of the VAT Grouping Legislation).


By accepting these terms and conditions the Re-Seller agrees that these terms and conditions (as may be varied or superseded from time to time as agreed between the parties or as otherwise provided in these terms and conditions) apply to all dealings between the Re-Seller and the Supplier in relation to the Products from the date of acceptance until and unless terminated as provided in these terms and conditions.

1. Appointment of Re-Seller

1.1 The Supplier appoints the Re-Seller as its sole Re-Seller to distribute the Products in the Territory on and subject to these terms and conditions. The Supplier reserves to itself the right to promote the Products and to make direct sales within the Territory.
1.2 Unless otherwise agreed in writing by the Supplier, the Re-Seller shall purchase the Products only from the Supplier and shall not for the Term manufacture any goods which compete with the Products, or distribute any such competing goods whether within the Territory or any other territory in which the Supplier or any of its other re-sellers distribute the Products.
1.3 The Re-Seller shall ensure that in respect of all supplies of the products it provides to its customers appropriate relevant safety advice including such minimum advice as is required by law or regulation or reasonably directed by the Supplier.
1.4 Without prejudice to the other provisions of these terms and conditions, the Re-Seller undertakes and agrees with the Supplier that at all times during the Term it will:
(a) use its best endeavours to promote the distribution and sale of the Products in the Territory;
(b) not for the Term manufacture any goods which compete with the Products, or distribute any such competing goods whether within the Territory or any other territory in which the Supplier or any of its other re-sellers distribute the Products;
(c) employ a sufficient number of suitably qualified personnel to ensure the proper fulfilment of the obligations of the Re-Seller under these terms and conditions;
(d) not to resell the Products at a price exceeding the maximum resale price from time to time specified by the Supplier in writing;
(e) submit written reports at regular intervals (being at least quarterly) to the Supplier and on reasonable demand at any time from the Supplier, showing details of sales, service stock, outstanding customer orders and orders placed by the Re-Seller with the Supplier that are still outstanding, and any other information relating to the performance of its obligations under these terms and conditions that the Supplier may reasonably require from time to time;
(f) maintain, on its own account, an inventory of the Products at levels which are appropriate and adequate for the Re-Seller to meet all customer delivery requirements for the Products throughout the Territory;
(g) keep full and proper books of account and records showing clearly all enquiries, quotations, transactions and proceedings relating to the Products and allow the Supplier, promptly on reasonable notice, full access to its accounts and records relating to the Products for inspection and to take copies if required by the Supplier;
(h) keep all stocks of the Products which it holds in conditions appropriate for their storage, and provide appropriate security for the Products, all at its own cost;
(i) insure at its own cost with a reputable insurance company all stocks of the Products as are held by it against all risks which would normally be insured against by a prudent businessman to at least their full replacement value and to produce to the Supplier on demand full particulars of that insurance and the receipt for the then current premium;
(j) provide to customers an after-sale repair and maintenance service in respect of the Products in accordance with good industry standards from time to time and such reasonable directions as may be issued by the Supplier from time to time, such service to be provided during the term and for six months after its termination, however terminated; and
(k) inform the Supplier immediately of any changes in ownership or Control of the Re-Seller, and of any change in its organisation or method of doing business which might affect the performance of the duties of the Re-Seller in these terms and conditions.
1.5 The Re-Seller shall refrain from making active sales of the Products to customers in the Reserved Territories and to Reserved Customers. For these purposes, active sales shall be understood to mean actively approaching or soliciting customers, including, but not limited to, the following actions:
(a) visits;
(b) direct mail, including the sending of unsolicited emails;
(c) advertising in media, on the internet or other promotions, where such advertising or promotion is specifically targeted at customers in the Reserved Territories and Reserved Customers;
(d) online advertisements addressed to customers in the Reserved Territories and Reserved Customers and other efforts to be found specifically by users in Reserved Territories and Reserved Customers, including the use of territory based banners on third party websites and paying a search engine or online advertisement provider to have advertisements or higher search rankings displayed specifically to users in Reserved Territories and belonging to Reserved Customers; and
(e) advertising or promotion in any form, or translation of the website of the Re-Seller into a language other than an official language of any country forming part of the Territory, that the Re-Seller would not reasonably carry out but for the likelihood that it will reach customers in Reserved Territories and Reserved Customers.
1.6 The Re-Seller shall not establish, or maintain any branch, sales outlet or distribution depot in Reserved Territories for the sale of the Products.
1.7 The Re-Seller shall operate as an independent distributor in respect of the promotion and sale of the Products and shall not:
(a) represent itself as an agent of the Supplier for any purpose; or
(b) pledge the credit of the Supplier; or
(c) give any condition or warranty or make any representation on the behalf of the Supplier; or
(d) make any representation on behalf of the Supplier; or
(e) commit the Supplier to any contracts.
1.8 The Re-Seller shall not without the prior written consent of the Supplier make any promises or guarantees about the Products beyond those contained in the promotional material supplied by the Supplier.
1.9 The Re-Seller shall be responsible for obtaining any necessary import licences or permits necessary for the entry of the Products into the Territory, or their delivery to the Re-Seller. The Re-Seller shall be responsible for any customs duties, clearance charges, taxes, brokers' fees and other amounts payable in connection with the importation and delivery of the Products.
1.10 The Re-Seller shall at all times keep the Supplier informed of all laws and regulations (and changes to them) affecting the manufacture, sale, packaging and labelling of Products which are in force within the Territory or any part of it.
1.11 Any and all expenses, costs and charges incurred by the Re-Seller in the performance of its obligations under these terms and conditions shall be the liability of and shall be paid by the Re-Seller.


2. Ordering

2.1 The Re-Seller shall purchase the Products by placing orders through the Supplier’s online ordering facility or by such other means as the Supplier shall from time to time permit.
2.2 Placement of an order does not create a legally binding contract for the supply by the Supplier of the Products set out in the Re-Seller’s order but shall be deemed to be a request to the Supplier to do so subject to these terms and conditions. The Supplier reserves the right to decline any orders for the Products placed by the Re-Seller, whether due to lack of supply, limitations on the Re-Supplier’s credit line, or otherwise. A legally binding contract for the supply by the Supplier of the Products will only be formed when the Supplier confirms acceptance of the order or supplies the ordered Products to the Re-Seller; such contract will be subject to these terms and conditions.
2.3 Subject to these terms and conditions (which shall prevail in the event of any conflict or ambiguity), the Supplier’s standard wholesale conditions of sale in force from time to time shall apply to all sales by the Supplier to the Re-Seller under these terms and conditions.
2.4 In each Year the Re-Seller shall place orders with the Supplier for the Minimum Quantity for that Year. The Minimum Quantity required for the Re-Seller may be varied by the Supplier on giving not less than 30 days’ notice in writing to the Re-Seller to take effect no earlier than the commencement of the next Year following the date the notice is given.
2.5 The Supplier reserves the right to make changes to the specifications of the Products and to add to range of Products and to discontinue individual Products at any time.


3. Prices and payment

3.1 The prices to be paid by the Re-Seller to the Supplier for the Products are to be the list prices provided to the Re-Seller through the Supplier’s online ordering facility at the time of the Re-Seller’s order or as otherwise notified by the Supplier to the Re-Seller from time to time.
3.2 The Supplier may vary its prices for any or all of the Products at any time on notice to the Re-Seller. In the event of any price variation(s) being made by the Supplier in respect of any Products ordered by the Re-Seller but not yet delivered by the Supplier, the Supplier will contact the Re-Seller to confirm whether the Re-Seller wishes to proceed with the order at the new price(s) or to amend or cancel the order.
3.3 All sums payable under these terms and conditions, or otherwise payable by any party to any other party under these terms and conditions are exclusive of any VAT chargeable on the supplies for which such sums (or any part of them) are the whole or part of the consideration for VAT purposes.
3.4 Unless other credit terms have been agreed in writing between the Supplier and the Re-Seller, payment in full (together with all applicable VAT) for the Products shall be due within [30] days of the date of [acceptance of] the order. Any agreed credit terms may be varied by the Supplier at any time on not less than [30] days’ notice to the Re-Seller, and may be withdrawn at any time on notice to the Re-Seller in the event that the Re-Seller fails to meet those terms.
3.5 The Re-Seller shall not, unless otherwise agreed in writing by the Supplier, withhold payment of any amount due to the Supplier because of any set-off, counter-claim, abatement, or other similar deduction.
3.6 Interest shall be chargeable on any amounts overdue in accordance with the Supplier’s agreed credit terms and, if no other rate has been agreed with the Re-Seller, at the rate of 5% per annum above the base rate of the Supplier’s principal bank applicable from time to time. The interest period shall run from the due date for payment until receipt of the full amount by the Supplier whether before or after judgment.
3.7 All taxes, charges, levies, assessments and other fees of any kind imposed in respect of the purchase or import of the Products shall be the responsibility of, and for the account of, the Re-Seller.


4. Advertising, promotion and use of Trade Marks

4.1 The Re-Seller shall not sell, promote or otherwise refer the Products via the internet or any other online process without the prior written consent of the Supplier.
4.2 The Re-Seller shall:
(a) be responsible for the advertising and promoting the Products in the Territory (but the Re-Seller shall not use any advertising materials or promotional literature without the prior written consent of the Supplier);
(b) observe all directions and instructions given to it by the Supplier for promotion and advertisement of the Products; and
(c) not make any written statement as to the quality or manufacture of the Products without the prior written approval of the Supplier.
4.3 The Re-Seller shall not, without the prior written consent of the Supplier, alter or make any addition to the labelling or packaging of the Products displaying the Trade Marks. The Re-Seller shall not alter, deface or remove in any reference to the Trade Marks, any reference to the Supplier or any other name displayed on the Products or their packaging or labelling.
4.4 Without prejudice to the foregoing, the Re-Seller may not reproduce or otherwise use any Trade Mark unless:
(a) this is with (and in accordance with) the Supplier’s express prior consent; or
(b) this is by reason only of displaying materials or literature in the form as approved by the Supplier and such approval has not been withdrawn.
4.5 The Re-Seller shall immediately enter into any document necessary for the recording, registration or safeguarding of the Trade Mark rights of the Supplier with the Supplier for the marketing of the Products under the Trade Mark in a form satisfactory to the Supplier.
4.6 Each party shall promptly give notice in writing to the other if it becomes aware of:
(a) any infringement or suspected infringement of the Trade Marks or any other intellectual property rights relating to the Products with in the Territory; or
(b) any claim that any Product or the manufacture, use, sale or other disposal of any Product within the Territory, whether or not under the Trade Marks, infringes the rights of any third party.
4.7 In respect of any matter that falls within clause 4.6:
(a) the Supplier shall, in its absolute discretion, decide what action to take in respect of the matter (if any);
(b) the Supplier shall, in its absolute discretion, conduct and have sole control over any consequent action that it deems necessary; and
(c) the Re-Seller shall not take any action to pursue, defend or compromise the claim without the Supplier’s prior written consent (such consent not to be unreasonably withheld or delayed).
4.8 The Supplier makes no representation or warranty as to the validity or enforceability of the Trade Marks nor as to whether they infringe any intellectual property rights of third parties in the Territory.


5. Anti-bribery requirement

5.1 The Re-Seller shall:
(a) comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (Relevant Requirements);
(b) comply with any ethics and/or anti-bribery policy issued by the Supplier from time to time (Relevant Policy);
(c) have and shall maintain in place throughout the term of these terms and conditions its own policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements and the Relevant Policy and will enforce them where appropriate; and
(d) promptly report to the Supplier any request or demand for any undue financial or other advantage of any kind received by the Re-Seller in connection with the performance of these terms and conditions.
5.2 Breach of this clause 5 by the Re-Seller shall be deemed a material breach under clause 7.3(c).
5.3 For the purpose of this clause 5, the meaning of adequate procedures and foreign public official and whether a person is associated with another person shall be determined in accordance with section 7(2) of the Bribery Act 2010 (and any guidance issued under section 9 of that Act), sections 6(5) and 6(6) of that Act and section 8 of that Act respectively. For the purpose of this clause 5, a person associated with the Re-Seller includes any agent, delegate or subcontractor of the Re-Seller.


6. Product liability and insurance

6.1 The Re-Seller shall, as soon as it becomes aware of a matter which may result in any claim in respect of damage to property, death or personal injury arising from any fault or defect in the materials or workmanship of the Products:
(a) give the Supplier written notice of the details of the matter;
(b) give the Supplier access to and allow copies to be taken of any materials, records or documents as the Supplier may require to take action under clause 6.1(c);
(c) allow the Supplier exclusive conduct of any proceedings and take any action that the Supplier directs to defend or resist the matter, including the use of professional advisers nominated by the Supplier; and
(d) not admit liability or settle the matter without the written consent of the Supplier.
6.2 The Re-Seller undertakes to maintain appropriate up-to-date and accurate records to enable the immediate recall of any Products or batches of Products from the retail or wholesale markets. These records shall include records of deliveries to customers (including batch numbers, delivery date, name and address of customer, telephone number, fax number and e-mail address).
6.3 The Re-Seller shall, at the cost of the Supplier, give any assistance that the Supplier shall reasonably require to recall, as a matter of urgency, Products from the retail or wholesale market.

7. Termination of the appointment

7.1 The appointment of the Re-Seller as an authorised re-seller of the Products, and the application of these terms and conditions, shall commence from the date of acceptance of these terms and conditions by the re-Seller and shall continue to apply until terminated as follows:
(a) by either party giving at least three months' prior written notice of termination; or
(b) by either party pursuant to clause 7.2; or
(c) by the Supplier pursuant to clause 7.3.
7.2 Without affecting any other rights that it may be entitled to, either party may give notice in writing to the other terminating the appointment of the Re-Seller as an authorised re-seller of the Products under these terms and conditions if:
(a) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; or
(b) the other party enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; or
(c) a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; or
(d) an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party; or
(e) a floating charge holder over the assets of that other party has become entitled to appoint or has appointed an administrative receiver; or
(f) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party; or
(g) the other party, being an individual, is made subject to a bankruptcy order; or
(h) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days; or
(i) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 7.2(a) to clause 7.2(h) (inclusive); or
(j) the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; or
(k) the other party, being an individual, dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation; or
7.3 The Supplier may give notice in writing to the Re-Seller terminating the appointment of the Re-Seller as an authorised re-seller of the Products under these terms and conditions immediately if:
(a) the Re-Seller fails in any Year to purchase the Minimum Quantity for that Year; or
(b) the Re-Seller fails to pay any amount due to the Supplier under these terms and conditions on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment; or
(c) the Re-Seller commits a material breach of any material term of these terms and conditions (other than failure to pay any amounts due under these terms and conditions) and (if such breach is remediable) fails to remedy that breach within a period of 14 days of being notified in writing by the Supplier to do so; or
(d) the Re-Seller repeatedly breaches any of these terms and conditions in such a manner as to reasonably justify in the opinion of the Supplier that the Re-Seller’s conduct is inconsistent with it having the intention or ability to give effect to these terms and conditions; or
(e) the Re-Seller purports to assign its rights or obligations under these terms and conditions (except with the prior written consent of the Supplier).
7.4 For the avoidance of doubt, a breach of any of clauses 1.4(e), 1.4(f), 1.4(g), 4.3, 4.4, 4.5, 5, 6.2, 6.3 or 9 is a material breach for the purposes of clause 7.3(c).

8. Effects of termination

8.1 Termination of the appointment of the Re-Seller as an authorised re-seller of the Products for any reason shall not affect any rights or liabilities accrued at the date of termination.
8.2 On termination:
(a) the Supplier shall have the option to buy from the Re-Seller any stocks of the Products at the same price the Re-Seller paid for them. To exercise the option, the Supplier must give notice to the Re-Seller within 28 days of termination, stating the quantities of Products it wishes to buy. The Re-Seller shall deliver such Products to the Supplier within 28 days of receiving notice from the Supplier, and the Supplier shall pay for the Products in full within 30 days of their delivery. The Re-Seller shall be responsible for the costs of packaging, insurance and carriage of the Products;
(b) if the Supplier chooses not to exercise its option to buy back the Products under clause 8.2(a), or purchase only part of the stocks of Products from the Re-Seller, the Re-Seller shall dispose of its remaining stocks of Products as directed by the Supplier;
(c) if the Supplier chooses to buy back the Products under clause 8.2(a), or when the 28 days period under clause 8.2(b) expires, the Re-Seller shall at the option of the Supplier promptly destroy or return all samples, technical pamphlets, catalogues, advertising materials, specifications and other materials, documents or papers that relate to the business of the Supplier that the Re-Seller may have in its possession or under its control (other than correspondence between the parties); and
(d) the termination of these terms and conditions shall not of itself make the Supplier liable to pay any compensation to the Re-Seller, including, for loss of profits or goodwill.
8.3 Subject to clause 8.2, all other rights and licences of the Re-Seller under these terms and conditions shall terminate on the termination date.
8.4 The Supplier may cancel any orders for Products placed by the Re-Seller before termination if delivery would fall due after termination, whether or not they have been accepted by the Supplier. The Supplier shall have no liability to the Re-Seller in respect of such cancelled orders.

9. Confidentiality
9.1 Each party undertakes that it shall not at any time, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as provided by clause 9.2.
9.2 Each party may disclose the other party's confidential information:
(a) to those of its employees, officers, representatives or advisers who need to know such information for the purpose of carrying out the party's obligations under these terms and conditions. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 9; and
(b) as may be required by law, court order or any governmental or regulatory authority.
9.3 No party shall use any other party's confidential information for any purpose other than to perform its obligations under these terms and conditions.

10. Force majeure

10.1 A party, provided that it has complied with the provisions of clause 10.2 shall not be in breach of these terms and conditions, nor liable for any failure or delay in performance of any obligations under these terms and conditions arising from or attributable to acts, events, omissions or accidents beyond its reasonable control (Force Majeure Event), including any of the following:
(a) fire, flood, earthquake, windstorm or other natural disaster;
(b) epidemic or pandemic;
(c) war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, breaking off of diplomatic relations or similar actions;
(d) terrorist attack, civil war, civil commotion or riots;
(e) nuclear, chemical or biological contamination or sonic boom;
(f) any law or government order, rule, regulation or direction, or any action taken by a government or public authority, including but not limited to imposing an embargo, export or import restriction, quota or other restriction or prohibition, or failing to grant a necessary licence or consent;
(g) fire, explosion (other than in each case one caused by a breach of contract by, or assistance of, the party seeking to rely on this clause or companies in the same group as such party) or accidental damage;
(h) loss at sea;
(i) extreme adverse weather conditions;
(j) collapse of building structures, failure of plant machinery, machinery, computers or vehicles;
(k) any labour dispute, including but not limited to strikes, industrial action or lockouts (other than in each case by the party seeking to rely on this clause, or companies in the same group as such party);
(l) non-performance by suppliers or subcontractors (other than by companies in the same group as the party seeking to rely on this clause 10); and
(m) interruption or failure of utility service, including but not limited to electric power, gas or water.
10.2 Any party that is subject to a Force Majeure Event shall not be in breach of these terms and conditions provided that:
(a) it promptly notifies the other parties in writing of the nature and extent of the Force Majeure Event causing its failure or delay in performance;
(b) it could not have avoided the effect of the Force Majeure Event by taking precautions which, having regard to all the matters known to it before the Force Majeure Event, it ought reasonably to have taken, but did not; and
(c) it has used all reasonable endeavours to mitigate the effect of the Force Majeure Event to carry out its obligations under these terms and conditions in any way that is reasonably practicable and to resume the performance of its obligations as reasonably possible.
10.3 If the Force Majeure Event prevails for a continuous period of more than six months, any party may terminate these terms and conditions by giving 14 days written notice to all the other parties. On the expiry of this notice period, these terms and conditions will terminate. Such termination shall be without prejudice to the rights of the parties in respect of any breach of these terms and conditions occurring prior to such termination.

11. Other general legal provisions

11.1 These terms and conditions (and any document referred to in it) constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter. Nothing in this clause shall limit or exclude any liability for fraud.
11.2 Each party acknowledges that, in entering into these terms and conditions (and any document referred to in it), it has not relied on, and shall have no rights or remedies in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in these terms and conditions. Each party agrees that its only liability in respect of those representations and warranties that are set out in these terms and conditions (whether made innocently or negligently) shall be for breach of contract. Nothing in this clause shall limit or exclude any liability for fraud.
11.3 Subject to clause 2.4, no amendment or variation of these terms and conditions shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
11.4 These terms and conditions is personal to the parties and no party shall, without the prior written consent of the other party (such consent not to be unreasonably conditioned, withheld or delayed), assign, transfer, mortgage, charge, declare a trust of or deal in any other manner with these terms and conditions or any of its rights and obligations under or arising out of these terms and conditions[(or any document referred to in it), or purport to do any of the same. No party shall sub-contract or delegate in any manner any or all of its obligations under these terms and conditions to any third party or agent.
11.5 Each party that has rights under these terms and conditions is acting on its own behalf and not for the benefit of another person.
11.6 The parties declare that they each have the right, power and authority and have taken all action necessary to execute and deliver and to exercise their rights and perform their obligations under these terms and conditions.
11.7 No failure or delay by a party to exercise any right or remedy provided under these terms and conditions or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
11.8 If any provision of these terms and conditions (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of these terms and conditions, and the validity and enforceability of the other provisions of these terms and conditions shall not be affected.
11.9 If a provision of these terms and conditions (or part of any provision) is found illegal, invalid or unenforceable, the parties shall negotiate in good faith to amend such provision such that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the parties' original commercial intention.
11.10 A notice or other communication is deemed to have been received at the registered office address of the recipient or such other address as it has authorised for service of notices:
(a) if delivered personally, when left at the last known trading address of the addressee; or
(b) if sent by pre-paid first-class post or recorded delivery, at 9.00 am on the second Business Day after posting; or
(c) if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed.
For the purposes of this clause:
(a) all times are to be read as local time in the place of deemed receipt; and
(d) if deemed receipt under this clause is not within business hours (meaning 9.00 am to 5.30 pm Monday to Friday on any Business Day), the notice or other communication is deemed to have been received when business next starts in the place of receipt.
11.11 A notice or other communication required to be given under these terms and conditions shall not be validly given if sent by e-mail.
11.12 The provisions of these terms and conditions shall not be deemed to amend or waive any legal requirements for the service of any proceedings or other documents in any legal action.
11.13 A person who is not a party to these terms and conditions shall not have any rights under or in connection with it by virtue of the Contracts (Rights of Third Parties) Act 1999 but this does not affect any right or remedy of a third party which exists, or is available, apart from that Act.
11.14 The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under these terms and conditions is not subject to the consent of any person that is not a party to these terms and conditions.
11.15 Except as expressly provided, nothing in these terms and conditions 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, nor authorise a party to make or enter into any commitments for or on behalf of the other party.

12. Law and Jurisdiction

12.1 These terms and conditions and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law.
12.2 The parties irrevocably agree to submit to the exclusive jurisdiction of the courts of England and Wales over any claim or matter arising under or in connection with these terms and conditions or its subject matter or formation (including non-contractual disputes or claims).