Terms & Conditions

Terms and Conditions of Sale

These are the terms and conditions on which we supply products to you, being goods. This page (together with our Privacy Policy, Cookies Policy and Terms of Website Use) tells you information about us and the legal terms and conditions on which we sell any of the products listed on our website to you. Please read through these terms and conditions before placing your order. They do not affect your statutory rights.

Placing an order with Think Office Furniture constitutes your agreement to be bound by these terms and conditions. Think Office Furniture reserves the right to change these terms and conditions from time to time without notice to you. Your contract with us will be governed by the terms and conditions in place when your order is accepted.

You will be requested to read and accept these terms and conditions every time you place an order. For this reason, we encourage you to review them whenever you use this website to ensure that you are familiar with the latest terms and conditions. Before placing your order, if you have any questions relating to these terms and conditions please Contact Us.

 

Aaron (UK) Limited trading as Think Office Furniture (registered number 07263811) whose registered office is at Waltham Business Park, Brickyard Road, Swanmore, Hampshire, SO32 2SA (“we” or “us”)

 

STANDARD TERMS AND CONDITIONS FOR THE SUPPLY OF GOODS [AND SERVICES]

  1. DEFINITIONS AND INTERPRETATION

In these Conditions:

  • the following words and expressions have the following meanings and, in addition, any words and expressions defined in any Condition will have the same meaning when used in any other Condition:
Business Day” A day that is not a Saturday, Sunday or public or bank holiday in England and/or Wales.
“Charges” EITHER

the charges for the Services set out in our price list in force on the date on which the Order is issued by you/received by us.

OR

the charges for the Services set out in our price list in force on the date on which the Order Acknowledgement is issued by us

OR

the charges for the Services set out in our quotation

[as those charges may be varied from time to time in accordance with Condition ?6.4]

“Liability” liability arising out of or in connection with the Contract, whether in contract, tort, misrepresentation, restitution, under statute or otherwise, including any liability [under an indemnity contained in the Contract and/or] arising from a breach of, or a failure to perform or defect or delay in performance of, any of a party’s obligations under the Contract and/or any defect in any of the Goods, in each case howsoever caused including if caused by negligence  [or if caused by a deliberate breach by that party]
“Order” your order for the supply of goods [and services] by us, your acceptance of our quotation/your order form/placed via our secure on-line ordering facility accessed via our website at www.think-office-furniture.co.uk
“Order Acknowledgement” Our acceptance of the Order, acknowledgement via email/generated via our secure on-line ordering facility accessed via our website at www.think-office-furniture.co.uk
“Prices” EITHER

The prices for the Goods set out in our price list or on our website at www.think-office-furniture.co.uk in force on the date on which the Order is issued by you or received by us.

OR

the prices for the Goods set out in our price list or on our website at www.think-office-furniture.co.uk in force on the date on which the Order Acknowledgement is issued by us.

OR

the prices for the Goods set out in our quotation

[as those prices may be varied from time to time in accordance with Condition ?6.4]

“Property Liability” OPTION 1

 

Liability arising from or for loss or destruction of or damage to tangible property (excluding data).

OPTION 2

Liability for loss or destruction of or damage to tangible property (excluding data), but not Liability arising from any such loss, destruction or damage.

“Specification” the written technical specification for the Goods set out in our sales catalogue or on our website at www.think-office-furniture.co.uk
“you” The person named as the customer in the Order
  • all headings are for ease of reference only and will not affect the construction or interpretation of these Conditions;
  • references to a “person” include any individual, body corporate, association, partnership, firm, trust, organisation, joint venture, government, local or municipal authority, governmental or supra-governmental agency or department, state or agency of state or any other entity (in each case whether or not having separate legal personality);
  • references to any statute or statutory provision will include any subordinate legislation made under it and will be construed as references to such statute, statutory provision and/or subordinate legislation as modified, amended, extended, consolidated, re-enacted and/or replaced and in force from time to time.
  • any words following the words “include”, “includes”, “including”, “in particular” or any similar words or expressions will be construed without limitation and accordingly will not limit the meaning of the words preceding them; [and]
  • the rule known as the ejusdem generis rule will not apply and accordingly the meaning of general words introduced by the word “other” or a similar word or expression will not be restricted by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things.
  • any reference to:
    • time of day is to London time;
    • a day is to a period of 24 hours running from midnight to midnight;] and
    • a working day is to a business day as detailed in clause 1.1
  • an obligation on a party to procure or ensure the performance or standing of another person will be construed as a primary obligation of that party.
  1. CONTRACT FORMATION
    • Any quotation given by us will be valid for a period of 30 days from and including its date, and will constitute an invitation to treat and not an offer.
    • The Order constitutes an offer by you to purchase the goods set out in the Order (“Goods”) [and the services set out in the Order (“Services”)] from us on these Conditions. A contract for the supply of Goods and Services by us to you on these Conditions will be formed when we accept the Order by issuing an Order Acknowledgement to you. For the avoidance of doubt, we are under no obligation to accept the Order.
    • These Conditions are the only terms and conditions on which we will supply goods and services to you and will apply to the exclusion of all other terms and conditions including any terms and conditions which you purport to apply under any purchase order, confirmation of order or similar document (whether or not such document is referred to in the Contract) and any terms and conditions which may otherwise be implied by trade, custom, practice or course of dealing.
    • Delivery or commencement of the performance of the Services will be deemed conclusive evidence of your acceptance of these Conditions.
    • We will be entitled, at our discretion, to deliver Goods by separate instalments. We will be entitled to invoice the Price for each instalment separately in accordance with Condition ?5. Each instalment will be deemed to be a separate contract and no cancellation or termination of any one contract relating to an instalment will give you the right to cancel or terminate any other contract.
  2. THE GOODS
    • We will be entitled at any time to:
      • vary the design, finish or Specification of Goods and/or their packaging
      • substitute any materials or parts which are used in Goods and which are unavailable for any reason with alternative materials or parts

to the extent that:

  • this does not materially affect their quality or performance; or
  • this is necessary to comply with any health and safety or other legal requirements.

We will use reasonable endeavours to give you not less than 5 days written notice of any such variation or substitution.

  • With the exception of the Specification, all samples, drawings, descriptive and illustrative matter and advertising issued or published by us whether in catalogues, brochures, websites, other promotional material or otherwise are for the sole purpose of giving an approximate idea of the relevant Good.
  • The Contract is not a sale by sample.
  1. DELIVERY

OPTION 1 (Collection by Customer)

You will collect the Goods from our premises at Waltham Business Park, Brickyard Road, Swanmore, Hampshire, SO32 2SA and will load them onto the collecting vehicle during the hours of 9:00 am to 3:00 pm and within a period of 14 Business Days from and including the day on which we inform you that the Goods are available for collection.  Delivery of the Goods (“Delivery”) will be deemed to occur at the time of collection (prior to loading) or, if earlier, on expiry of the period for collection specified in this Condition ?4.1.

OPTION 2 (Delivery by Supplier to a UK address. This option may be used where the Supplier is delivering to the Customer’s premises or where the Supplier is delivering to a carrier appointed by the Customer.)

We will deliver the Goods to the address specified in the Order and we will be responsible for off-loading the Goods from the delivery vehicle. We will inform you in advance of the date on which the Goods will be delivered. Delivery of the Goods (“Delivery”) will be deemed to occur when they have been off-loaded at the delivery address.

  • We will use reasonable endeavours to make available for collection/deliver Goods on the estimated delivery date set out in advance, but time for delivery of the Goods will not be of the essence of the Contract. Any delivery dates given by us are estimates only save for the dates which we inform you of under Condition 1.
  • If:
    • the Goods have not been made available for collection/delivered under Condition 1 within 1 week from and but excluding the estimated delivery date set out in advance.
    • we fail to make those Goods available for collection/deliver those Goods] under Condition 1 within 1 week of a written notice referring to this Condition 4.3 and setting out your rights under it being given by you,

you will be entitled to cancel the Contract by giving written notice to that effect to us.  If you exercise your right of cancellation, we will refund to you any monies which you have already paid to us under the Contract and you will not be required to pay any further monies to us under the Contract.  Subject to Condition 9.5, our sole Liability for our failure to deliver the Goods will be limited to the price (exclusive of value added tax) paid by you in obtaining replacement goods of equivalent description and quality in the cheapest market available, less the Price of the Goods.

  • Save as provided in Condition 3, you will not be entitled to cancel the Contract or to reject any Goods by reason of a delay in delivery or failure to deliver.
  • If Delivery occurs but you fail to collect/accept delivery of the Goods we will be entitled to:
    • store or arrange for storage of the Goods until you [collect]/[accept delivery of] them or they are disposed of under Condition 5.2 (as applicable) and to take such action as we consider necessary to attempt to re-deliver the Goods to the address specified in the order
    • following written notice to you, treat the Contract as repudiated by you and dispose of the Goods in any way we see fit, including by sale to another person. If we sell any of the Goods under this Condition 5.2  at a price which is less than the relevant Price plus any relevant packaging,[insurance, carriage and delivery costs, we will be entitled to charge you for the shortfall; and
    • charge you for all costs and expenses which we incur under Conditions 5.1 and 4.5.2.
  1. PASSING OF RISK AND RETENTION OF TITLE
    • Risk of damage to or loss of the Goods will pass to you on Delivery.
    • Legal and beneficial ownership of the Goods will not pass to you until we have received in full in cleared funds:
      • all sums due to us in respect of the Goods; and
      • all other sums which are or which become due to us from you on any account whatsoever.
    • Until ownership of the Goods has passed to you, you will:
      • hold the Goods on a fiduciary basis as our bailee;
      • store the Goods (at no cost to us) separately from all other goods in such a way that they remain readily identifiable as our property;
      • not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods
      • not, without our prior written consent, annex any Goods to your premises
      • maintain the Goods in satisfactory condition; and
      • keep the Goods insured for their full price against damage or loss on an “all risks” basis with insurers approved by us, (acting reasonably), ensure that our interest in them is noted on the relevant insurance policy and that we are named as loss payee in respect of the Goods, whenever requested by us produce a copy of the policy of insurance in respect of the Goods to us, do nothing and not omit to do anything which in consequence permits any insurer to refuse to indemnify you in full in accordance with the terms of any insurance policy maintained in respect of the Goods in respect of any claim made under any such insurance policy and

EITHER

ensure that any insurance proceeds received by you under the relevant policy are applied to repairing damaged Goods or, in the event that they are not so applied, hold such proceeds on trust for us.

OR

procure that any insurance proceeds received in respect of lost or damaged Goods are paid to us, to the extent required to satisfy your indebtedness to us.

  • You may use and resell the Goods in the ordinary course of your business before ownership has passed to you, provided that you will be permitted to make sales solely on the following conditions:
    • any sale will be affected at full market value;
    • any sale will be a sale of your property on your own behalf and you will deal as principal when making such a sale;
    • you will hold such part of the proceeds of sale as represents the amount owed by you to us in trust for us and will account to us accordingly and
    • you will include a retention of title clause in the form of this Condition 5 in your sale contract with your customer.
  • Your right to possession, use and resale of the Goods will terminate immediately if, before ownership of the Goods passes to you in accordance with Condition ?2:
    • you have a receiver, administrator or provisional liquidator appointed; are subject to a notice of intention to appoint an administrator; pass a resolution for your winding-up (save for the purpose of a solvent restructuring previously approved in writing by us), have a winding up order made by a court in respect of you; enter into any composition or arrangement with creditors (other than relating to a solvent restructuring previously approved in writing by us) or cease to carry on business; or have any steps or actions taken in connection with any of these procedures.
    • we give you written notice that we have any reasonable concerns regarding your financial standing.
    • you fail to pay any sum due to us under the Contract on or before the due date/are in breach of any of your obligations under the Contract or any other contract between us and you.
    • you encumber or in any way charge any of the Goods
    • the Contract expires or terminates for any reason.
  • We will be entitled to recover payment for the Goods (including by way of an action for the price) notwithstanding that ownership of any of the Goods has not passed from us.
  • You grant, and will procure that the owner of any relevant third-party premises grants, us, our agents, employees and sub-contractors an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where your right to possession, use and resale has terminated, to recover them.
  • Where we are unable to determine whether any goods are the Goods in respect of which your right to possession, use and resale has terminated, we will be deemed to have sold all goods of the kind sold by us to you in the order in which they were invoiced to you.
  • If your right to possession, use and resale of the Goods terminates in accordance with Condition 5, we will be entitled to issue you with a credit note for all or any part of the price of the Goods together with value added tax thereon.
  • Our rights contained in this Condition 5 will survive expiry or termination of the Contract however arising.
  1. PRICE AND PAYMENT
    • You will pay the Prices and Charges to us in accordance with this Condition 6.
    • The Prices are exclusive of packaging, insurance, carriage and delivery costs and those reasonable travel, accommodation and subsistence expenses reasonably and properly incurred by us from time to time in performing the Services (“Expenses”) which will be payable by you in addition to the Prices.
    • Any sum payable under the Contract is exclusive of value added tax (and any other similar or equivalent taxes, duties, fees and levies imposed from time to time by any government or other authority) which will be payable in addition to that sum in the manner and at the rate prescribed by law from time to time.
    • We will be entitled to vary the Prices and or Charges at any time by giving written notice to you to reflect any variation in the cost of supplying the Goods or Services which arises as a consequence of any change in law/any variation in your requirements for the Goods and Services/any information provided by you being inaccurate or incomplete or any failure or delay by you in providing information.
    • We will be entitled to invoice you for the Prices for the Goods and any packaging, insurance, carriage and delivery costs payable by you in addition to the Prices following us issuing the Order Acknowledgement.
    • We will be entitled to invoice you for the Charges for the Services and any Expenses payable by you in addition to the Charges following commencement of performance of the Services.
    • Each invoice will be payable by you within 14 days following the date on which the invoice is issued. All payments will be made in pounds sterling in cleared funds.
    • Notwithstanding any purported contrary appropriation by you, we will be entitled, by giving written notice to you, to appropriate any payment by you to any invoice issued by
    • If any sum payable under the Contract is not paid on or before the due date for payment, we will be entitled to charge you interest on that sum at the rate set out in the Late Payment of Commercial Debts (Interest) Act 1998 from the due date until the date of payment (whether before or after judgment), such interest to accrue on a daily basis.
    • If you fail to make any payment due to us under the Contract or any other contract between you and us on or before the due date we will be entitled to withhold further deliveries of Goods[and to suspend provision of the Services until payment of all overdue sums has been made.
    • If you fail to make any payment due to us under the Contract on or before the due date or if any of the events or circumstances set out in Condition[s] 5.1 [or 5.5.2] occur all invoices issued will immediately become due and payable.
    • Save as otherwise expressly provided in these Conditions or required by law, all payments to be made by you to us under the Contract will be made in full and without any set-off or any deduction or withholding including on account of any counter-claim.
    • Following expiry or termination of the Contract:
      • we will be entitled to invoice all Prices, charges and any costs incurred which have not yet been invoiced; and
      • all invoices (including any invoices issued under Condition 14.1) will become immediately due and payable by you.
  1. WARRANTY
    • We warrant to you that during the period starting on Delivery and ending on expiry of a period of 5 years from and including the date of Delivery (the “Warranty Period”) the Goods will:
      • subject to Condition 1, conform to the Specification in all material respects; and
      • be free from material defects in design, materials or workmanship.]
    • If, at any time during the Warranty Period, you become aware of a breach of either of the warranties at Condition ?1, you will:
      • give written notice of the breach to us, such notice to be given within 2 days after you become aware of the breach and prior to expiry of the Warranty Period;
      • at our option either return to us (at our cost) the relevant Good or permit us or our agent or sub-contractor to inspect it at your premises; and
      • provide us with all information and assistance which we may reasonably require to investigate the alleged breach.
    • Subject to Condition 5, our only Liability for breach of either of the warranties at Condition 7.1 will be, at our option, to repair or replace the relevant Good or to reduce the Price of the relevant Good by a sum which is equitable in the circumstances.
    • Your only remedy for breach of the obligation at Condition 3 will be in damages.
    • Subject to Condition 5, we will not have any Liability for a breach of [a]/[the] warranty at Condition 7.1 if [or to the extent that]:
      • you do not comply with your obligations at Condition 2 in respect of the breach;
      • the relevant defect was caused by damage in transit after Delivery;
      • the relevant defect was caused by fair wear and tear;
      • the relevant defect was caused or exacerbated by improper use, handling, alteration, installation, repair, maintenance, storage or failure to comply with instructions provided by us; or
      • you make further use of the relevant Good after discovering the relevant breach.

The warranties under Condition 7.1 will apply to any Goods which are repaired or replaced under Condition 7.3 for the remainder of the original Warranty Period.

  • Subject to Condition 5, all warranties, conditions and other terms implied by law (whether by statute, common law or otherwise) are excluded from the Contract.
  1. SERVICES
    • We warrant to you that we will provide the Services with reasonable care and skill.
    • We will use reasonable endeavours to provide the Services on the estimated performance date set out in advance but time for provision of the Services will not be of the essence of the Contract. Any performance dates given by us are estimates only.
    • We will not be in breach of the Contract or otherwise liable to you for any failure to perform or delay in performing our obligations under the Contract to the extent that such failure or delay is due to any event or circumstance beyond our reasonable control.
    • Nothing in the Contract will operate to exclude or restrict one party’s Liability (if any) to the other:
      • for death or personal injury resulting from its negligence or the negligence of a person for whom it is vicariously liable (negligence being as defined in Section 1(1) Unfair Contract Terms Act 1977);
      • for its fraud or fraudulent misrepresentation or fraud or fraudulent misrepresentation by a person for whom it is vicariously liable;
      • for breach of its obligations arising under section 12 Sale of Goods Act 1979;
      • for breach of its obligations arising under Section 2 Supply of Goods and Services Act 1982
      • for breach of its obligations arising under Section 8 Supply of Goods (Implied Terms) Act 1973;
      • arising under Section 2(3) Consumer Protection Act 1987; or
      • for a deliberate breach of the Contract by that party; or
      • for any matter for which it is not permitted by law to exclude or limit, or to attempt to exclude or limit, its liability.
    • Nothing in this Condition 8 will prevent or restrict the right of a party to seek injunctive relief or specific performance or other discretionary remedies of the court.
    • Each of our employees, agents and sub-contractors will be entitled to enforce all the terms of this Condition 8 subject to and in accordance with the Contracts (Rights of Third Parties) Act 1999 and the terms of the Contract.
  2. YOUR OBLIGATIONS
    • You will:
      • provide us with all such information and assistance as we may reasonably require from time to time to perform our obligations under the Contract
      • not re-package the Goods or remove or alter any trade marks, patent numbers, serial numbers or other identifying marks on the Goods or their packaging or add any other trade marks, patent numbers, serial numbers or other identifying marks to the Goods or their packaging;
    • You will comply with our instructions in connection with any product recall initiated by us involving the Goods (or any of them).
    • Notwithstanding any other term of the Contract, we will not be in breach of the Contract to the extent our failure to perform or delay or defect in performance of its obligations under the Contract arises as a result of:
      • any breach by you of your obligations contained in the Contract provided that we use our reasonable endeavours to perform our obligations notwithstanding the breach by you;
      • us relying on any incomplete or inaccurate data provided by a third party; or
      • us complying with any instruction or request by you or one of your employees.
  1. TERMINATION
    • If you commit a breach of the Contract, we may terminate the Contract immediately by giving written notice to that effect to you. This Condition 10.1 will not apply to any failure by you to make any payment due to us under the Contract on or before the due date. Condition 2 will apply instead to any such failure.
    • We may terminate the Contract immediately by giving written notice to that effect to you if you fail to make any payment due to us under the Contract on or before the due date.
    • We may terminate the Contract immediately by giving written notice to that effect to you if any of the events or circumstances set out in Condition 5.1 occur. You will notify us immediately upon the occurrence of any such event or circumstance.
    • Following expiry or termination of the Contract:
      • any Conditions which expressly or impliedly continue to have effect after expiry or termination of the Contract will continue in force; and
      • all other rights and obligations will immediately cease without prejudice to any rights, obligations, claims (including claims for damages for breach) and liabilities which have accrued prior to the date of expiry or termination.
    • Within 30 days after the date of expiry or termination of the Contract each party will, subject to the exception set out in Condition 3,
      • return to the other party all Confidential Information (including all copies and extracts) of the other party in its possession or control; and
      • cease to use the Confidential Information of the other party.
    • Each party may retain any Confidential Information of the other party which it has to keep to comply with any applicable law or which it is required to retain for insurance, accounting or taxation purposes. Condition 12 will continue to apply to retained Confidential Information and Records.
  2. [CONFIDENTIALITY
    • Confidential Information” means any information (whether written, oral, in electronic form or in any other media) that:
      • is disclosed by or on behalf of a party (the “Discloser”) to the other party (the “Recipient”) in connection with the Contract and that relates (in whole or in part) to the Discloser or its business[; and/or
      • relates to the [existence or] terms of the Contract,]

but excluding any information that falls within the exclusions set out in Condition ?12.4.

  • The Recipient will:
    • keep the Confidential Information secret, safe and secure and will only disclose it in the manner and to the extent expressly permitted by the Contract; and
    • use the Confidential Information only to the extent necessary for the performance of its obligations under the Contract.
  • The Recipient may disclose Confidential Information:
    • to such of its officers and employees and, in our case, agents and sub-contractors, who need access to that Confidential Information for the purpose of complying with its obligations under the Contract;
    • to the extent necessary in order to be able to refer a dispute for resolution in accordance with Condition 2; and
    • to the extent required by applicable law or a court of competent jurisdiction or the rules of any listing authority, stock exchange, the Panel on Takeovers and Mergers or a regulatory authority.
  • The Recipient’s obligations under this Condition 11 will not extend to Confidential Information which the Recipient can prove:
    • has ceased to be secret without default on the Recipient’s part;
    • was already in the Recipient’s possession prior to disclosure by or on behalf of the Discloser;
    • has been received from a third party who did not acquire it in confidence and who is free to make it available to the Recipient without limitation;
    • was independently developed by the Recipient without any breach of the Contract; or
    • at the time of disclosure was in the public domain or subsequently enters into the public domain without default of the Recipient.
  • The Recipient acknowledges and agrees that damages alone would not be an adequate remedy for breach of this Condition 11 by the Recipient. Accordingly, the Discloser will be entitled, without having to prove special damages, to equitable relief (including injunction and specific performance) for any breach or threatened breach of this Condition 11 by the Recipient.
  1. NOTICE
    • any notice or other communication given under or in connection with the Contract will be in writing, in the English language and:
      • sent by pre-paid first-class post to the relevant party’s address;
      • delivered to or left at (but not, in either case, by post) the relevant party’s address; or
      • Sent by e-mail at sales@think-office-furniture.co.uk

and, in the case of any notice or other communication to be given to us, marked for the attention of our specified representative. Our address and representative are set out below and your address are those detailed in the Order, and may be changed by the relevant party giving at least 5 Business Days notice in accordance with this Condition ?12.

Aaron (UK) Limited, Waltham Business Park, Brickyard Road, Swanmore,      Hampshire, SO32 2SA

For the attention of: The Directors

  • Any notice or communication given in accordance with Condition 10 will be deemed to have been served:
    • if given as set out in Condition 1, at 9.00 a.m. on the 5th Business Day after the date of posting;
    • if given as set out in Condition 1.2, at the time the notice or communication is delivered to or left at that party’s address; and

provided that if a notice or communication is deemed to be served before 9:00am on a Business Day it will be deemed to be served at 9:00am on that Business Day and if it is deemed to be served on a day which is not a Business Day or after 3:00pm on a Business Day it will be deemed to be served at 9.00am on the immediately following Business Day.

  • To prove service of a notice or communication it will be sufficient to prove that the provisions of Condition 1 were complied with.
  • This Condition 13 will not apply to the service of any proceedings or other documents in a legal action to which the Civil Procedure Rules apply.
  1. GENERAL
    • The Contract constitutes the entire agreement between the parties and supersedes any prior agreement or arrangement in respect of its subject matter and:
      • neither party has entered into the Contract in reliance upon, and it will have no remedy in respect of, any misrepresentation, representation or statement (whether made by the other party or any other person) which is not expressly set out in the Contract;
      • [the only remedies available for any misrepresentation or breach of any representation or statement which was made prior to entry into the Contract and which is expressly set out in the Contract will be for breach of contract; and
      • nothing in this Condition 13.1 will be interpreted or construed as limiting or excluding the liability of any person for fraud or fraudulent misrepresentation.
    • A delay in exercising or failure to exercise a right or remedy under or in connection with the Contract will not constitute a waiver of, or prevent or restrict future exercise of, that or any other right or remedy, nor will the single or partial exercise of a right or remedy prevent or restrict the further exercise of that or any other right or remedy. A waiver of any right, remedy, breach or default will only be valid if it is in writing and signed by the party giving it, and only in the circumstances and for the purpose for which it was given and will not constitute a waiver of any other right, remedy, breach or default.
    • If any term of the Contract (including any exclusion from, or limitation of, liability) is found by any court or body or authority of competent jurisdiction to be illegal, unlawful, void or unenforceable, such term will be deemed to be severed from the Contract and this will not affect the remainder of the Contract which will continue in full force and effect.
    • No variation to the Contract will be effective unless it is in writing.
    • Nothing in the Contract and no action taken by the parties in connection with it or them will create a partnership or joint venture, or relationship of employer and employee between the parties or give either party authority to act as the agent of or in the name of or on behalf of the other party or to bind the other party or to hold itself out as being entitled to do so.
    • Each party agrees that it is an independent contractor and is entering into the Contract as principal and not as agent for or for the benefit of any other person.
    • the parties do not intend that any term of the Contract will be enforceable under the Contracts (Rights of Third Parties) Act 1999 by any person.
    • Our rights and remedies set out in these Conditions are in addition to and not exclusive of any rights and remedies provided by law.
    • You will not be entitled to assign, transfer, charge, hold on trust for any person or deal in any other manner with any of your rights under the Contract. You will be entitled to sub-contract your obligation to collect Goods under Condition 1, but you will not be entitled to sub-contract any of your other obligations under the Contract.
  2. GOVERNING LAW AND JURISDICTION
    • The Contract [and any non-contractual obligations arising out of or in connection with it will be governed by the law of England and Wales.
    • each party agrees that the courts of England and Wales have exclusive jurisdiction to determine any dispute arising out of or in connection with the Contract (including in relation to any non-contractual obligations).
    • Either party may seek specific performance, interim or final injunctive relief or any other relief of similar nature or effect in any court of competent jurisdiction.