TERMS AND CONDITIONS – BREMSEN TECHNIK (UK) LIMITED (“BTUK”)
THE CUSTOMER’S ATTENTION IS DRAWN IN PARTICULAR TO THE PROVISIONS OF CLAUSE 12 (LIMITATION OF LIABILITY)
The following terms and conditions (“Conditions”) apply to all sales of Goods from BTUK to the Customer.
1.1 The following definitions and rules of interpretation apply in these Conditions:
|“Applicable Law”||in any jurisdiction in which the Goods are being supplied and/or performed, any and all applicable laws, regulations and any applicable and binding judgment of a relevant court of law.|
|“BTUK”||Bremsen Technik (UK) Limited (registered in England and Wales with company number 04340885) whose registered office is Bremsen Technik House Station Road, Brompton on Swale, Richmond, England, DL10 7SN.|
|“Business Day”||a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.|
|“Conditions”||the terms and conditions set out in this document as amended from time to time in accordance with clause 20.|
|“Contract”||the contract between BTUK and the Customer for the sale and purchase of the Goods in accordance with these Conditions.|
|“Customer”||a firm or a person on behalf of a firm who purchases Goods from BTUK.|
|“Force Majeure Event”||any event beyond BTUK’s reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party’s), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics, pandemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors.|
|“Goods”||the goods (or any part of them) as set out in the Order, including but not limited to braking and associated automotive components.|
|“Intellectual Property Rights”||patents, rights to inventions, copyright and related rights, moral rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use and protect the confidentiality of, confidential information (including know-how and trade secrets and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.|
|“Order”||the Customer’s order for the Goods, as set out in the Customer’s purchase order form, the Customer’s written acceptance of BTUK’s quotation, or overleaf, as the case may be.|
|“Specification”||any specification for the Goods, including any related plans and drawings, that are set out in the Order and agreed in writing by the Customer and BTUK.|
|“Warranty Return Form”||such form as shall by reasonably prescribed by BTUK and returned to BTUK by the Customer in accordance with clause 5.2.3.|
1.2 A reference to a statute or statutory provision is a reference to it as amended or re-enacted.
1.3 A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
1.4 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.
1.5 A reference to writing or written includes email.
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 trade, custom, practice or course of dealing.
2.2 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.
2.3 The Order shall only be deemed to be accepted at the earlier of:
2.3.1 when BTUK issues a written acceptance of the Order. Where an Order is made by telephone acceptance of the Order will be provided by written email confirmation; or
2.3.2 delivery of the Goods, at which point the Contract shall come into existence.
2.4 Any samples, drawings, descriptive matter, or advertising produced by BTUK and any descriptions or illustrations contained in BTUK’s catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract or have any contractual force.
2.5 A quotation for the Goods given by BTUK shall not constitute an offer. A quotation shall only be valid for a period of 20 Business Days from its date of issue.
3.1 The Goods are described in BTUK’s catalogue as modified by any applicable Specification and confirmed upon acceptance of the relevant Order.
3.2 BTUK reserves the right to amend the Specification of the Goods if required by any Applicable Law.
4.1 BTUK shall ensure that each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, all relevant Customer and BTUK reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered.
4.2 BTUK 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 BTUK notifies the Customer that the Goods are ready.
4.3 The Customer shall provide all necessary delivery instructions, documents, labour and equipment to enable the Goods to be safely unloaded at the Delivery Location and shall ensure that each delivery of Goods is signed for by an authorised representative.
4.4 Delivery of the Goods shall be completed on the Goods’ arrival at the Delivery Location.
4.5 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. BTUK 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 BTUK with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.6 If BTUK 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.
4.7 If the Customer fails to accept delivery of the Goods within three Business Days of BTUK notifying the Customer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or BTUK’s failure to comply with its obligations under the Contract:
4.7.1 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 BTUK notified the Customer that the Goods were ready; and
4.7.2 BTUK shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
4.8 If ten (10) Business Days after the day on which BTUK notified the Customer that the Goods were ready for delivery the Customer has not accepted delivery of them, BTUK 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. The Customer shall reimburse BTUK on written demand for any costs, expenses or losses sustained or incurred by BTUK arising directly or indirectly from the Customer default or failure to accept delivery of the Goods.
4.9 BTUK may deliver the Goods by instalments, which shall be invoiced to and paid by the Customer 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.
4.10 BTUK shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom BTUK engages in connection with the redelivery of Goods including travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by BTUK for the performance of the redelivery services.
4.11 BTUK warrants to the Customer that delivery of the Goods will be provided using reasonable care and skill.
5.1 BTUK warrants that on delivery the Goods shall:
5.1.1 conform in all material respects with their description and any applicable Specification;
5.1.2 be free from material defects in design, material and workmanship; and
5.1.3 be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
5.1.4 be fit for any purpose held out by BTUK.
5.2 Subject to clause 5.1, if:
5.2.1 the Customer gives notice in writing to BTUK within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 5.1; and
5.2.2 BTUK is given a reasonable opportunity to examining such Goods and to complete a technical assessment; and
5.2.3 the Customer (if asked to do so by BTUK) returns such Goods to BTUK’s place of business at the Customer’s cost, and with a completed Warranty Return Form, BTUK shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
5.3 BTUK shall not be liable for Goods’ failure to comply with the warranty set out in clause 5.1 in any of the following events:
5.3.1 the Customer makes any further use of such Goods after giving notice in accordance with clause 5.2;
5.3.2 the defect arises because the Customer failed to follow BTUK’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;
5.3.3 the defect arises as a result of BTUK following any drawing, design or Specification supplied by the Customer;
5.3.4 the Customer alters or repairs such Goods without the written consent of BTUK;
5.3.5 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
5.3.6 the Goods differ from their description or any applicable Specification as a result of changes made to ensure they comply with Applicable Law.
5.4 Except as provided in this clause 5 and subject to clause 12.1, BTUK shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in clause 5.1.
5.5 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.
5.6 These Conditions shall apply to any repaired or replacement Goods supplied by BTUK.
6. TITLE AND RISK
6.1 The risk in the Goods shall pass to the Customer on completion of delivery.
6.2 Title to the Goods shall not pass to the Customer until BTUK has received payment in full (in cash or cleared funds) for:
6.2.1 the Goods; and
6.2.2 any other goods or services that BTUK has supplied to the Customer in respect of which payment has become due.
6.3 Until title to the Goods has passed to the Customer, the Customer shall:
6.3.1 hold the Goods on a fiduciary basis as BTUK’s bailee;
6.3.2 store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as BTUK’s property;
6.3.3 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
6.3.4 maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
6.3.5 obtain an endorsement of the BTUK’s interest in the Goods on its insurance policy, subject to the insurer being willing to make the endorsement, and on request allow the BTUK to inspect the insurance policy;
6.3.6 notify BTUK immediately if it becomes subject to any of the events listed in clause 10.2;
6.3.7 give BTUK such information relating to the Goods as BTUK may require from time to time, but the Customer may resell or use the Goods in the ordinary course of its business; and
6.3.8 permit or procure permission for BTUK, its agents and authorised representative to enter any premises of the Customer or of any third party where the Goods are stored in order to inspect whether the Customer is in compliance with this Condition 6.3 and/or recover the Goods.
6.4 If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 10.2 or BTUK reasonably believes that any such event is about to happen and notifies the Customer accordingly, then, provided that the Goods have not been resold, or irrevocably incorporated into another product, and without limiting any other right or remedy BTUK may have, BTUK may at any time require the Customer to deliver up the Goods 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.
6.5 These Conditions shall apply to any Goods supplied by BTUK.
7. INTELLECTUAL PROPERTY
7.1 The Customer acknowledges that all Intellectual Property Rights used by or subsisting in the Goods are and shall remain the sole property of BTUK or (as the case may be) the third party rights owner.
7.2 To the extent that the Goods are to be manufactured in accordance with a Specification supplied by the Customer, the Customer shall indemnify, keep indemnified and hold harmless BTUK from and against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit and loss of reputation (in each case whether direct or indirect) whether arising in tort (including negligence), in contract or otherwise and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) which may be or are suffered or incurred by BTUK as a result of or in connection with any claim made against BTUK for actual or alleged infringement of a third party’s Intellectual Property Rights arising out of or in connection with BTUK’s use of the Specification. This condition 7.2 shall survive termination of the Contract.
7.3 BTUK may inform third parties that it provides or has provided the Goods to the Customer. The Customer licenses BTUK to use its name and logo(s) for this sole purpose.
8. PRICE AND PAYMENT
8.1 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 BTUK’s published price list in force as at the date of delivery.
8.2 The price of the Goods is exclusive of amounts in respect of value added tax (VAT). The Customer shall, on receipt of a valid VAT invoice from BTUK, pay to BTUK such additional amounts in respect of VAT as are chargeable on the supply of the Goods.
8.3 The price of the Goods is exclusive of the costs and charges of packaging, insurance and transport of the Goods, which shall be specified in BTUK’s acceptance of the Order and subsequently invoiced to the Customer.
8.4 BTUK may, by giving notice to the Customer at any time before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
8.4.1 any factor beyond BTUK’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
8.4.2 any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or
8.4.3 any delay caused by any instructions of the Customer or failure of the Customer to give BTUK adequate or accurate information or instructions.
8.5 BTUK may invoice the Customer for the Goods on or at any time after the completion of delivery. BTUK reserves the right to request advance payment in full or for a proportion of the Goods.
8.6 The Customer shall pay the invoice in full and in cleared funds within 30 days from the date of the invoice. Payment shall be made to the bank account nominated in writing by BTUK. Time of payment is of the essence.
8.7 If the Customer fails to make any payment due to BTUK under the Contract, or any other contract between BTUK and the Customer, by the due date for payment, then BTUK shall be entitled to sue for the price once it is due, despite the fact that title to the Goods has not passed to the Customer.
8.8 The Customer shall be liable for all administration fees, legal fees, court fees and all other professional costs incurred in the recovery of any late payment and BTUK shall be entitled to seek recovery of such costs in addition to default interest as set out in clause 8.9.
8.9 If the Customer fails to make any payment due to BTUK under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 8% per annum above the Bank of England’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
8.10 The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by Applicable Law). BTUK may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by BTUK to the Customer.
8.11 If the Customer disputes any invoice or other statement of monies due, the Customer shall immediately notify BTUK in writing and in any event within five (5) business days of receipt of the invoice. The parties shall negotiate in good faith to attempt to resolve the dispute promptly. BTUK shall provide evidence as may be reasonably necessary to verify the disputed invoice or request for payment. If the parties have not resolved the dispute within thirty (30) days of the Customer giving notice to BTUK, the dispute shall be resolved in accordance with clause 21. Where only part of an invoice is disputed, the undisputed amounts shall be paid in accordance with clause 8.6 above.
9. DATA PROTECTION
9.1 For the purposes of this clause 9, the following definitions shall apply:
“Business Contact Data” means the business contact information of personnel engaged by either party to this Contract, specifically the name, business telephone number, business email address, business postal address and/or the job role or title of such personnel;
“Data Controller” has the meaning given to “controller” in the Data Protection Act 2018;
“Data Protection Laws” the Data Protection Act 2018, GDPR, the Privacy and Electronic Communications (EC Directive) Regulations 2003 and any relevant law implemented as a result of GDPR (each as amended, updated, superseded or re-enacted from time to time);
“Data Subject” has the meaning given in the Data Protection Act 2018 or (as applicable) the GDPR;
“GDPR” means the General Data Protection Regulation (EU) 2016/679 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data;
“Information Requirements” means the information mandated to be supplied to Data Subjects in accordance with GDPR Article 13 and/or 14 (as applicable), at a time, in a format, and containing the content required under Data Protection Laws and the relevant Information Commissioner guidance issued by the Article 29 Working Party/EDPB and /or the UK Supervisory Authority;
“Personal Data” has the meaning given in the Data Protection Act 2018 or (as applicable) the GDPR;
“processing” has the meaning given in the Data Protection Act 2018 or (as applicable) the GDPR and “process” and “processed” have corresponding meanings;
“sub-processor” means a third party who processes Personal Data on a party’s behalf.
9.2 The parties acknowledge and agree that for the purposes of this Contract:
9.2.1 each party is a Data Controller for the Personal Data it processes in connection with this Contract;
9.2.2 each party is responsible for its own compliance with Data Protection Laws with regards to its processing of Personal Data; and
9.2.3 the only Personal Data intended to be transferred between the parties under this Contract is Business Contact Data.
9.3 If a party (the “Disclosing Party”) discloses Business Contact Data to the other party (the “Recipient Party”), the Disclosing Party shall:
9.3.1 ensure that the transmission is lawful; and
9.3.2 ensure that the appropriate Information Requirements have met in respect of the applicable Data Subjects.
9.4 The Recipient Party shall only process the Disclosing Party’s Business Contact Data in compliance with Data Protection Laws and only to the extent necessary to achieve the purposes of effecting the Contract and performing its obligations under the Contract or for compliance with a legal obligation.
9.5 Neither party shall disclose the other party’s Business Contact Data to third parties for the use of or purposes of third party marketing without the applicable Data Subject’s express consent.
9.6 The parties shall only transfer Business Contact Data outside of the European Economic Area with an appropriate safeguarding mechanism in place under GDPR Chapter V (international transfers).
9.7 In the event that clause 9.2.3 becomes or will become inaccurate or incomplete before the expiry or termination of this contract the parties agree to negotiate in good faith as soon as reasonably practicable contractual terms which will:
9.7.1 reflect the Personal Data being transmitted between the parties; and
9.7.2 ensure that the transmission and processing of such Personal Data complies with all applicable requirements under Data Protection Laws.
10. TERMINATION AND SUSPENSION
10.1 An Order shall terminate at the later of delivery or payment of the total Goods specified in the applicable Order.
10.2 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:
10.2.1 the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing to do so;
10.2.2 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;
10.2.3 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; or
10.2.4 the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
10.3 Without affecting any other right or remedy available to it, BTUK 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.
10.4 Without affecting any other right or remedy available to it, BTUK may suspend the supply of Goods under the Contract or any other contract between the Customer and BTUK if:
10.4.1 the Customer fails to pay any amount due under the Contract on the due date for payment;
10.4.2 the Customer becomes subject to any of the events listed in clauses 10.2.2 to 10.2.4 (inclusive); or
10.4.3 BTUK reasonably believes that the Customer is about to become subject to any of them.
11. CONSEQUENCES OF TERMINATION
11.1 On termination of the Contract:
11.1.1 the Customer shall immediately pay to BTUK all of BTUK’s outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, BTUK shall submit an invoice, which shall be payable by the Customer immediately on receipt;
11.1.2 the Customer shall return all of BTUK Goods which have not been fully paid for. If the Customer fails to do so, then BTUK may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.
11.2 Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of 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.
11.3 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.
12. LIMITATION OF LIABILITY
12.1 Nothing in these Conditions shall limit or exclude BTUK’s liability for:
12.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
12.1.2 fraud or fraudulent misrepresentation;
12.1.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
12.1.4 any matter in respect of which it would be unlawful for BTUK to exclude or restrict liability.
12.2 Subject to clause 12.1:
12.2.1 BTUK shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, loss of revenue, loss of reputation (in each case whether direct or indirect), or any indirect or consequential loss arising under or in connection with the Contract; and
12.2.2 BTUK’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed one hundred and fifty percent (150%) of the price of the Goods.
13. FORCE MAJEURE
13.1 Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event.
14.1 BTUK may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
14.2 The Customer may not assign, transfer, mortgage, charge, subcontract, 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 BTUK.
15.1 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, except as permitted by clause 14.2.
15.2 Each party may disclose the other party’s confidential information:
15.2.1 to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 14; and
15.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
15.3 Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.
16. ENTIRE AGREEMENT
16.1 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.
16.2 Each party acknowledges that in entering into the Contract it does not rely on, and 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.
16.3 Nothing in this clause shall limit or exclude any liability for fraud misrepresentation.
17.1 Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, or e-mail.
17.2 A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 17.1; 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 delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by e-mail, one Business Day after transmission.
17.3 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.
18.1 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.
18.2 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.
19. THIRD PARTY RIGHTS
19.1 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.
20.1 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 in writing and signed by BTUK.
21. GOVERNING LAW & JURISDICTION
21.1 The Contract, 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 the law of England and Wales.
21.2 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).
Version 1.0 June 2021