In these Conditions the following words shall have the following meanings.
"Acknowledgement" means a written acknowledgement confirming that
we are able to process Your Order.
"Buyer" means the purchaser of the Goods and/or Services referred
to in these Conditions as "You" or "Your".
"Conditions" means the standard terms and conditions of sale set
out in this document.
"Contract" means a legally binding contract made in accordance
with Clause 3 of these Conditions.
"Goods" means the goods described in the Order.
"Order" means an order placed by You for the purchase of Goods
"Party" means a party to the Contract.
"Price" means the price of the Goods and/or Services in any Order
accepted by Us in accordance with Clause 3.3.
"Seller" means Khrome (UK) Limited (registered in England under
company number 5771904) referred to in these Conditions as "We",
"Our" or "Us".
"Services" means the services described in the Order.
"Site" means Our website found at www.Khrome.eu.
"Working Day" means any day (other than a Saturday and Sunday)
on which the London clearing banks are open for business.
1.1 Any reference in these Conditions to any provision of a statute shall
be construed as a reference to that provision as amended, re-enacted or
extended at the relevant time.
1.2 The headings in these Conditions are for convenience only and shall
not affect their interpretation.
1.3 Where the context dictates in these Conditions, the singular shall include
the plural and vice versa and any gender includes the other gender.
1.4 Any reference to a Clause shall mean a clause of these Conditions.
2 REGISTRATION AND ACCEPTANCE OF
be accessed from the "homepage" of the Site.
2.2 If You register with Us via our Site, You will be deemed to accept
these Conditions and You may copy these Conditions and store them for
Your future reference. Please read the provisions set out below carefully
before submitting an Order.
2.3 When You register You may create a customer I.D. We will issue You
with a password and confirm the customer I.D. that You have selected,
or if You choose a customer I.D. that is in use or inappropriate, You
will be asked to choose another customer ID. You must at all times keep
your password and customer I.D. confidential.
2.4 You must notify Us immediately of any unauthorised use of Your customer
ID or password, or of any breach of security known to You. We can require
You to change Your customer ID and/or password for security reasons. If
You wish to change Your customer ID and/or password You may contact Us
and do so.
2.5 You are responsible for all activities which occur under Your customer
ID and password, save where such activities occur as a result of Our negligence.
3 PLACING AN ORDER AND CANCELLATION
3.1 The goods displayed on the Site, in Our catalogues, advertisements
and other materials and information about the goods, the services and
the prices on the Site or elsewhere are an invitation for You to offer
to buy and are not an offer by Us to sell which is capable of acceptance
3.2 You may place an Order with Us by contacting Us by telephone, completing
an order form and posting or faxing it back to Us or when you click the
"Complete Order" button after completing Our on-line order form.
Each Order will constitute an offer by You to purchase the Goods and/or
Services subject to these Conditions.
3.3 Each of Your Orders shall be deemed accepted by Us if We issue an
Acknowledgement to You, deliver Goods to You or commence performance of
any Services or We do not contact You within three days of receiving Your
Order to advise You that We are unable to accept it (whichever of the
foregoing happens first). Acceptance in accordance with this clause will
create a binding Contract, subject to these Conditions. Please note that
We will only issue an Acknowledgement where You have requested that We
do so or where We agree to supply Goods that are tailored to Your specifications.
3.4. Acceptance of Your Order is not a guarantee by Us of the availability
of the Goods and all acceptances and/or acknowledgements are conditional
on availability of the Goods and the availability of resources to perform
3.5 If You are an individual purchasing as a consumer (as defined by the
Distance Selling Regulations 2000) You must be over eighteen (18) years
of age and have completed Our registration process before You can purchase
Goods and/or Services from Us.
3.6 If the Goods which You have ordered are not available or We are unable
to perform the Services you have requested, We shall inform You of this
as soon as possible but in any event within thirty (30) days from when
You placed Your Order.
3.7 If You receive confirmation of an Order which You did not place, or
if the details in the Acknowledgement do not match the Order which You
placed or intended to place, You must contact Our customer services department
to cancel the Order or correct the details.
3.8 These Conditions are the only conditions upon which We are prepared
to deal with You and shall apply to the exclusion of all others (except
those which by law, We cannot exclude). Any standard form documents You
issue to Us which purport to apply any standard terms and conditions of
Yours are accepted by Us for convenience only and shall not affect the
application of this Clause (regardless of when or how those documents
are sent to us).
3.9 If You place an Order for Goods for which We are required to tailor
the Goods to Your specifications, or the quantity of Goods is such that
We are required to place a specific order with Our suppliers, We will
ask for payment of the Price in full in advance.
4 BASIS OF SALE
4.1 These Conditions shall apply to the Contract to the exclusion of any
other terms and conditions on which any quotation has been given to You,
or upon which the Order may be placed by You.
4.2 Subject to Clause 5.1 of these Conditions, no variation of the Contract
shall be binding unless agreed in writing by one of Our authorised representatives
and/or confirmed by Us in the Acknowledgement.
4.3 Our employees and agents are not authorised to make any representations
concerning the Goods and/or Services unless confirmed by Us in writing.
In entering into the Contract You acknowledge that You do not rely on
any such representations which are not confirmed by Us in writing.
4.4 All illustrations, dimensions, weights and capacities listed on the
Site, or in any catalogue, price list or other advertisement are intended
merely to present a general idea of the Goods described and shall not
form part of the Contract. The Goods described on the Site, although often
a standard design, are subject to Our policy of continuous improvement
and We reserve the right to incorporate changes or to make substitutions.
4.5 Any typographical, clerical or other error or omission on the Site
or in any sales literature, quotation, price list, Acknowledgement, invoice
or other document or information issued by Us shall be subject to correction
without any liability on Our part.
4.6 We will retain a copy of Your Order and any Acknowledgement for the
period of one year from the date Your Order was placed with Us and You
may have access to either or both on reasonable notice by contacting Us.
5 VARIATION OF GOODS
5.1 We reserve the right in Our absolute discretion to make any changes
to the Goods and/or Services which do not in Our opinion materially affect
the quality of the Goods and/or the Services.
6 PRICE AND PAYMENT
6.1 The Price displayed is in pounds sterling (unless otherwise stated)
and is exclusive of VAT and all other applicable taxes of any country,
including but without limitation import taxes, but is inclusive of delivery
charges for mainland England, Wales, Scotland and Northern Ireland (unless
otherwise stated). You must notify Us if You require Us to deliver outside
of mainland England, Wales, Scotland and Northern Ireland and We will
inform You whether We can deliver the Goods and/or provide the Services
and confirm the cost.
6.2 Payment must be made in pounds sterling and can be made by using any
major UK credit card, debit card or corporate purchasing card shown on
the Site or on an account basis. Accounts are opened solely at Our discretion
and all sums are due strictly within 30 days from the date of the invoice.
The first order on account requires 50% of the total invoice value to
be paid in full before the order can be processed.
6.3 Payment by any UK credit card, or debit card or corporate purchasing
card is subject to authorisation by the credit card issuer. If such authorisation
is refused to Us, We will not be liable for any delay or non-delivery
of the Goods and/or Services and the Order will be deemed to be cancelled.
6.4 We will take all reasonable care to keep Your Order and payment details
secure, but We will not be held liable for any loss You might suffer if
a third party obtains unauthorised access to any data You have submitted
to the Site unless such loss has been caused by Our negligence.
6.5 If payment is made by UK credit card or debit card, the card will
be debited when the Order is placed. If payment is made by corporate purchasing
card, the purchasing card shall be debited when We raise the invoice.
6.6 Orders placed through the Site will not be subject to any administration
handling charge. Any Order which is under £50 and which is not placed
through the Site will be subject to an administrative handling charge.
6.7 Any prices published by Us by any means are subject to change by Us
at any time without notice.
6.8 If You fail to pay Us any sum due pursuant to the Contract, You will
be liable to pay interest to Us on such sum from the due date for payment
at an annual rate of four percent (4%) above the base lending rate of
HSBC Bank plc from time to time accruing on a daily basis until payment
is made in full (whether before or after any judgement).
6.9 Without prejudice to Clause 6.8, if You fail or We reasonably believe
that You will fail to pay for the Goods and/or the Services when due We
may demand payment of all sums due and suspend any future performance
of the Contract until all overdue sums have been paid.
6.10 In the event that You make any overpayment to Us, We will advise
You of this within a reasonable period of time and repay any such overpayment
to You at Your request. In the event that You fail to request repayment
within 4 (four) years of the date upon which We originally advised You
of Your overpayment, We shall be entitled to retain such overpayment.
Please note that You will not be entitled to receive any interest in respect
of the time that any overpayment is held by Us.
7 DELIVERY, RISK AND TITLE
7.1 Delivery of the Goods shall be made to the address on mainland England,
Scotland, Wales or Northern Ireland that You provide in the Order, or
such other address that We may agree in writing.
7.2 We will deliver the Goods and/or commence the Services on a Working
Day convenient to Us unless You give Us specific instructions in which
case We will arrange a due date for delivery of the Goods and/or commencement
of the Services with You. If we agree to deliver Goods to You and You
fail for any reason to take delivery of the Goods on the due date, an
attempt at re-delivery will take place at Your cost on an alternative
Working Day at Our convenience unless You notify Us in writing whereupon
We will seek to agree to re-deliver on a mutually convenient Working Day.
If no such date can be agreed, We will attempt to re-deliver on a Working
Day convenient to Us. If You fail to take delivery of the Goods on the
re-arranged delivery date:
(a) delivery will be deemed to have taken place on the second due date
(b) risk in the Goods will pass to You on the second due date for delivery;
(c) We may (without prejudice to any of our other rights) dispose of the
Goods at the best price reasonably obtainable or arrange for their storage
at our premises or elsewhere; and
(d) You will indemnify Us in respect of any shortfall between the Price
and the price actually obtained for the Goods if sold and any loss or
expense incurred by Us including storage and insurance charges arising
from Your failure to take delivery on the first due date.
7.3 We will endeavour to deliver the Goods to You and/or commence the
Services within thirty (30) days of You placing the Order with Us but
You acknowledge that it may not always be possible to deliver the Goods
and/or commence the Services within this timeframe and You agree that
delivery of the Goods and/or commencement of the Services may take longer.
Any dates or times for delivery of the Goods and/or commencement of the
Services quoted by Us are estimates only. We shall not be liable if the
Goods are not delivered and/or the Services are not commenced within such
thirty (30) day period or for any failure to meet any estimated delivery
date or for any costs, charges or expenses incurred as a result of any
delay. You will not be entitled to refuse to accept any Goods or the provision
of any Services or to cancel the Contract with Us merely because of such
7.4 We reserve the right to deliver and invoice the Goods and/or provide
the Services in instalments and in such event each instalment shall be
treated as a separate Contract and delivery of further instalments may
be withheld until the Goods and/or Services comprised in earlier instalments
have been paid for in full.
7.5 Goods will be delivered at the point on Your premises most convenient
for Our carrier. Further transfer or installation within Your premises,
regardless of the size and weight of the Goods, will be charged extra.
You must notify Us of any obstacles on Your premises, (including but without
limitation, narrow driveways, rough terrain and unauthorised access) which
may preclude Us from delivering the Goods and/or providing the Services
and if such circumstances apply We reserve the right to charge an additional
fee prior to such delivery of the Goods and/or commencement of the Services.
7.6 Risk of damage to or loss of
the Goods shall pass to You:
(a) in the case of Goods to be collected from Our premises, at the time
when We notify You that the Goods are available for collection; or
(b) in the case of Goods to be delivered to Your premises by Us, when
We deliver such Goods to Your premises (or, where You fail to take delivery,
on the second due date for delivery in accordance with clause 7.2); or
(c) at the time of posting, if You request the Goods to be posted by Us
to You; or
(d) at the time of Us handing the Goods to a third party if You arrange
for the Goods to be collected by a third party carrier.
7.7 Subject to the provisions of Clause 7.9, the property in the Goods
shall not pass to You until We have received in cash or cleared funds
payment in full of the Price and all other sums due to Us from You. Until
such time as property in the Goods passes to You, You shall hold the Goods
as Our fiduciary agent and bailee, and shall keep the Goods properly stored,
protected, fully insured and identified as Our property on the insurance
policy, a copy of which You shall supply to Us following a request by
Us to see it.
7.8 If You are in business You may offer for sale and sell the Goods,
provided you do so only at the best obtainable price in the ordinary course
of your business as principal and not as Our agent. We shall, by reason
of the relationship of bailment between You (as bailee) and Us (as bailor)
be and remain legally and beneficially entitled to the proceeds of sale
of the Goods and You shall pay such proceeds of sale into a separate account
or, otherwise, shall ensure that all of the proceeds of the sale are kept
by or on behalf of You in a separate and identifiable form. The proceeds
shall not be paid into an overdrawn bank account. Upon receipt of the
proceeds of sale, You shall discharge Your debt to Us and shall not use
or deal with the proceeds of sale in any way whatsoever until such debt
has been discharged. If You are not in business You shall not be entitled
to sell, pledge or in any way charge by way of security for any indebtedness
any of the Goods, which remain Our property.
7.9 If You pay the Price to Us in full prior to the Goods being manufactured
by Us or ordered by Us, risk in the Goods shall pass pursuant to Clause
7.6 and property in the Goods shall be deemed to pass at the same time.
7.10 Until such time as property in the Goods passes to You, We shall
be entitled at any time to require You to return the Goods to Us and,
if You fail to do so promptly, to enter upon any of Your premises or any
premises of a third party where the Goods are stored and repossess the
7.11 The manner of packing and transportation of the Goods shall be at
our discretion with no extra charge to You unless We specify otherwise.
No liability shall be accepted for failure to pack to any particular standard,
or against any particular risk unless the requirement for such packing
is specifically brought to Our attention, accepted in writing by Us and
paid for by You.
7.12 Before signing for the Goods upon delivery the Goods and packaging
must be checked carefully. If the packaging is damaged, or the Goods appear
to be damaged, or any parts missing, You must inform Us immediately having
made an appropriate note on the carrier's delivery documentation.
7.13 Subject to the provisions of Clause 8, if You do not notify Us immediately
of such damaged packaging, or parts missing, You may lose the right to
reject the Goods.
8 CANCELLATION, RETURNS & NO QUIBBLE GUARANTEE
8.1 If you have ordered goods as a consumer (as defined by the Distance
Selling Regulations 2000), you may cancel the order in writing at any
time within seven (7) days of receiving the goods without any liability
to us, except any direct cost incurred by us in relation to the goods
being returned and we will refund to you any part of the price of the
goods that we have received, provided that the goods have not been specifically
tailored to your specifications, or personalised, or the goods by their
very nature cannot be returned or are liable to deteriorate, and provided
that You return the Goods to Us.
8.2 If for any reason You decide You do not want to keep any Goods We
have delivered to You, We will offer You a refund of the Price paid by
You, or provide You with a credit note to the value of the Goods to be
returned or replace those goods free of charge subject to the following
(a) You must inform Us in writing that You want to return the Goods, and
obtain an authorisation code for the same within 14 days of the date of
delivery of those Goods;
(b) promptly after receiving the authorisation code, You must send those
Goods to Us at Your own cost and risk;
(c) the Goods must not be damaged in any way;
(d) the packaging must not be damaged (save for reasonable wear and tear);
(e) the Goods must not have been personalised by Us at Your request or
otherwise made in accordance with a specification unique to You.
8.3 We reserve the right to charge You the full Price (to the extent that
We have not already done so) or any portion thereof, in Our absolute discretion,
for any Goods that You may return to Us where the provisions of clause
8.3 above are not satisfied. We reserve the right to levy a handling charge
associated with the return of any such Goods.
8.4 Your statutory rights are not affected by anything in this Clause.
9 WARRANTIES AND LIABILITY
9.1 Subject to the provisions of Clause 9.3, We warrant in respect of
all Goods ordered after 1 September 2002, that for a period of one (1)
year from the date of delivery of the Goods We will, at Our sole discretion,
repair or replace any defective Goods (or the part in question) where
the defect in question arises from defective workmanship within a reasonable
period of time or refund to You the Price (or a proportionate part of
9.2 If You discover a fault with the Goods and wish to make a claim on
the warranty detailed in Clause 9.1, You shall issue a written notice
to Us containing the following details:
(a) Your name and address;
(b) the name and number of the defective Goods;
(c) the date of delivery; and
(d) the defect complained of.
9.3 The warranty set out in Clause 9.1 will not apply and We will not
be liable for any defective Goods where and to the extent that:
(a) the defect arises as a result of the condition of Your premises;
(b) the defect arises as a result of Your negligence or (if You are in
business) the negligence of Your employees, agents or subcontractors;
(c) the defect arises as a result of fair wear and tear, accident, misuse,
wilful damage, or abnormal working Conditions;
(d) the defect arises as a result of any defective materials or equipment
used in conjunction with the Goods that are not supplied by Us;
(e) You make any further use of the Goods or attempt to repair it or have
it repaired by someone other than Us after giving written notice of the
defect to Us;
(f) the defect arises because You have failed to follow Our instructions
(whether oral or in writing) as to the storage, assembly, installation,
commissioning, use, or maintenance of the Goods;
(g) You fail to notify Us in writing of the defect in accordance with
Clause 9.2 of these Conditions;
9.4 Where Goods are not manufactured by Us, You may be covered by a manufacturer's
warranty attaching to the Goods in question. Where We are permitted to
do so, We reserve the right to refer You to claim under such warranty
in respect of any defects in those Goods.
9.5 Subject as expressly provided in these Conditions, all warranties,
conditions or other terms implied by statute or common law are excluded
to the fullest extent permitted by law.
9.6 Where the Goods are sold under a consumer transaction (as defined
by the Consumer Transactions (Restrictions on Statements) Order 1976)
Your statutory rights are not affected by these Conditions and, for the
avoidance of any doubt, the terms implied by sections 13, 14 and 15 of
the Sale of Goods Act 1979, are not excluded by any clause of these Conditions.
9.7 No terms relating to care and skill shall be incorporated into these
Conditions in relation to the provision of the Services other than that
We shall perform the Services with reasonable care and skill.
10 LIMITATION OF LIABILITY
10.1 The following provisions set out Our entire liability (including
any liability for the acts or omissions of Our employees, agents and sub-contractors)
to You in respect of any breach of the Contract, any representation, statement
or tortious act or omission, including but without limitation, negligence
arising under or in connection with the Contract.
10.2 Subject to clause 10.5, Our total liability under the Contract shall
be limited to the Price We have received from You.
10.3 Subject to clause 10.5, We shall have no liability in respect of
any defect in the Goods arising from fair wear and tear, wilful damage,
negligence, abnormal working conditions, failure to follow Our instructions
(whether oral or in writing), misuse or alteration or repair of the Goods
without Our approval. We shall be under no liability if the total Price
has not been paid by the due date for payment.
10.4 Subject to clause 10.5, We shall not be liable to You for any loss
of profit, or any indirect, special or consequential loss, including but
without limitation, loss of business, loss of goodwill, overhead recovery
or any other such costs, damages, expenses or claims.
10.5 Nothing in the Contract or these Conditions shall exclude or limit
Our liability for any death or any personal injury caused by Our negligence.
11 FORCE MAJEURE
11.1 We shall not be liable to You or be deemed to be in breach of any
Contract by reason of any delay in performing, or any failure to perform,
any of Our obligations in relation to the provision of the Services and/or
sale of the Goods if the delay or failure was due to any event beyond
our reasonable control, including but not limited to:
(a) act of God, explosion, flood, tempest, fire or accident;
(b) war or threat of war, terrorism, sabotage, insurrection, civil disturbance
(c) acts, restrictions, regulations, bye-laws, prohibitions or measures
of any kind on the part of any governmental, parliamentary or local authority;
(d) import or export regulations or embargoes;
(e) strikes, lock-outs or other industrial actions or trade disputes (whether
involving employees of the Seller or of a third party);
(f) difficulties in obtaining raw materials, labour, fuel, parts or machinery;
(g) power failure or breakdown in machinery.
11.2 If any of the circumstances detailed in Clause 11.1 should arise,
We shall have the right to suspend the Contract and/or defer delivery
without incurring any liability of any nature to You. If such event detailed
in Clause 11.1 prevents Us from performing Our obligations to You under
the Contract for a period in excess of three (3)months from You placing
the Order, You will be entitled to cancel Your Order without any liability
of either Party to the other and We shall refund to You any part of the
Price paid in relation to such cancellation or suspension.
12 INTELLECTUAL PROPERTY AND THE
12.1 The names, images, pictures, logos and icons identifying Us, or Our
Goods and/or Services are, unless otherwise stated, our intellectual property.
Other products, pictures, images, logos, and icons and company names mentioned
on Our Site may belong to other companies.
12.2 All intellectual property rights in the design, content and arrangement
of Our Site (including its text and graphics, all software compilations
or underlying source code, and all other material on our website) are
reserved by Us or Our content and/or technology providers.
12.3 You may not use any materials contained on Our Site for any purpose
other than placing an Order for the Goods and/or Services and taking a
copy of these Conditions, which must be used strictly for Your own record.
12.4 Access to the Site is on an "as is" basis and We give no
further warranties, express, implied or statutory including but without
limitation, the implied warranties of satisfactory quality or fitness
for a particular purpose of the Site or the availability of the Site and
We shall be under no liability for any downtime or malfunction of the
13 CUSTOMER DEFAULT
13.1 We may, without prejudice to any rights or remedies which We may
have against You, defer or cancel the Contract if:
(a) You commit a breach of any of Your obligations under the Contract
which is not capable of remedy; or
(b) You commit a breach of any of Your obligations under the Contract
which is capable of remedy but which has not been remedied within a period
of ten (10) days following receipt of written notice to do so; or
(c) You (if You are in business) enter into any compromise or arrangement
with Your creditors, or if an order is made or an effective resolution
is passed for Your winding up (except for the purposes of amalgamation
or reconstruction as a solvent company) or if a petition is presented
to court, or if a receiver, manager, administrative receiver or administrator
is appointed in respect of the whole or any part of Your undertaking or
(d) You (if You are in business) cease or threaten to cease to carry on
Your business; or
(e) You (if You are an individual) are made bankrupt.
14.1 You shall indemnify Us in full against and hold Us harmless from
all claims, costs, damages, liabilities, expenses (including but without
limitation legal expenses) demands and judgements awarded against or incurred
or paid by Us as a result of or in connection with any failure by You
(or Your employees, agents and subcontractors) to comply with any of Your
obligations pursuant to these Conditions.
15 EXPORT SALES
15.1 Notwithstanding any other provision of these Conditions, the provisions
of this Clause 15 will apply where the Goods are supplied for export from
the United Kingdom unless otherwise agreed in writing between the Parties.
15.2 The Uniform Laws on International Sales Act 1967 shall not apply.
15.3 We shall be under no obligation to give You notice as specified in
Section 32(3) of the Sales of Goods Act 1979 and the Goods shall be at
Your risk from the time the Goods have been placed at Your disposal at
Our premises. Title in the Goods shall pass to You on receipt of payment
in full of the Price.
15.4 Section 26(3) of the Unfair Contract Terms Act 1977 shall apply and
all liability for death or injury arising directly or indirectly from
the sale of the Goods in circumstances where Your main place of business,
or Your habitual residence, is outside the United Kingdom shall be expressly
excluded to the fullest extent permissible by law.
15.5 You shall be solely responsible for obtaining at Your own cost all
import authorisations and complying with any legislation or regulation
governing the export of the Goods from the United Kingdom and the importation
of the Goods into the country of destination and for payment of any relevant
duties or taxes.
15.6 You shall make payment in pounds sterling in advance of delivery
of the Goods, or if We agree in writing, either by way of an irrevocable
letter of credit confirmed by a UK clearing bank at Your expense, or on
an account basis which We may open at Our discretion and which must be
settled by You strictly within 30 days from the date of the invoice.
15.7 All Goods will be sold on an ex works basis unless We agree otherwise
16.1 The Contract is personal to You and You shall not assign or transfer
or purport to assign or transfer to any other person any of Your rights
or sub-contract any of Your obligations under the Contract.
16.2 We may assign any Contract or subcontract the performance of some
or all of Our obligations under any Contract, including but without limitation,
the provision of the Services.
17.1 Notices shall be deemed to be served on delivery when delivered by
hand, on receipt of a printout confirming due transmission when transmitted
by facsimile, or five (5) days after mailing if sent by mail, provided
the postage is properly paid and such notice is correctly addressed to
the respective party at the address made known by each Party prior to
entering into the Contract. If You change Your address for notification
purposes, then You shall give Us written notice of the new address and
the date on which it shall become effective. We shall notify You of a
change of Our address on the "contacts" page of the Site which
You should always check before attempting to contact Us.
18 VARIATION OF CONDITIONS
18.1 We reserve the right to amend these Conditions without any prior
notice to You. The supply of Goods and/or Services to You ordered via
the Site will be governed by the Conditions which were available on the
Site when You placed Your Order.
19 NO WAIVER
19.1 No waiver by Us of any breach of the Contract or these Conditions
by You shall be considered as a waiver of any subsequent breach of the
same or any other provision, and no failure or delay by Us in enforcing
any of these Conditions shall be considered as a waiver of the right in
20 NO PARTNERSHIP OR JOINT VENTURE
20.1 Nothing in the Contract or these Conditions shall constitute or be
construed as constituting a partnership or joint venture between You and
Us or shall authorise either Party to enter into contractual relationships
or incur obligations on behalf of the other Party.
21 CONTRACTS (RIGHTS OF THIRD PARTIES)
21.1 An entity which is not expressly a Party to the Contract has no right
under the Contracts (Rights of Third Parties) Act 1999 to enforce any
term of the Contract or these Conditions.
22.1 If any provision of these Conditions or the Contract is found by
any competent authority or a court of law to be invalid or unenforceable
for any reason, the remainder of these Conditions and the Contract shall
continue in full force and effect.
23 ENTIRE AGREEMENT
23.1 These Conditions and the Contract formed pursuant to them represent
the entire agreement between the Parties relating to the purchase of the
Goods and/or the Services and supersedes all prior agreements, arrangements
and undertakings between the Parties relating to the Goods and/or the
Services and You agree that You will have no remedy in respect of any
untrue representation innocently or negligently made by or on behalf of
Us prior to entering into the Contract which You relied upon in entering
into the Contract whether such representation was made orally or in writing.
Nothing in these Conditions shall exclude or limit Our liability for fraudulent
24 GOVERNING LAW
24.1 These Conditions and the Contract shall be governed by and construed
in accordance with the laws of England in the English language, and You
agree to submit to the non-exclusive jurisdiction of the English courts.
25 TELEPHONE CALLS
25.1 It is Our policy to record telephone calls to Us. This is for Your
protection and is used for Our internal training.