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Screenworks Limited Terms and Conditions

The customer’s attention is drawn in particular to the provisions of clause 11.

1. INTERPRETATION

1.1 Definitions:

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 14.75.

Contract: the contract between the Supplier and the Customer for the sale and purchase of the Goods and/or for the supply of Services in accordance with these Conditions.

Customer: the person or firm who purchases the Goods and/or Services from the Supplier.

Customer Products: any material, products and goods provided by the Customer to the Supplier for the provision of Services.

Finished Products: any output of the Services carried out on Customer Products to be provided by the Supplier to the Customer in accordance with these terms.

Force Majeure Event: has the meaning given in clause 13.

Goods: the goods (or any part of them) set out in the Order including Finished Products (but excluding Finished Products in clauses 6.2-6.6 and where otherwise stated in these Conditions).

Order: the Customer’s order for the Goods and/or Services, as set out in the Customer’s purchase order form, the Customer’s written acceptance of the Supplier’s quotation, or overleaf, as the case may be.

Services: the service of printing, embroidering, branding, embellishment, altering and any other modifications carried out by the Supplier to Customer Products as set out in the Order and Specification to produce the Finished Product.

Specification: any specification for the Goods, including any related artwork on the Supplier’s artwork approval sheet, samples, plans and/or drawings that are agreed in writing by the Customer and the Supplier.

Supplier: Screenworks Ltd. (registered in England and Wales with company number 04139534).

1.2 Interpretation

(a) A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.

(b) Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

(c) A reference to writing or written includes faxes and emails.

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 and/or Services 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 or agreed between the parties are complete and accurate. In particular, the Customer is responsible for ensuring that any artwork, samples, plans/drawings comprising the Specification shown on the Supplier’s artwork approval sheet or as otherwise agreed is accurate as shown.

2.3 The Order shall only be deemed to be accepted when the Supplier issues a written acceptance of the Order, at which point the Contract shall come into existence.

2.4 The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.

2.5 Any samples (save for those formally produced on request and which form part of the Specification as agreed in writing), drawings, descriptive matter or advertising produced by the Supplier and any descriptions or illustrations contained in the Supplier’s catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods and/or Finished Products referred to in them. They shall not form part of the Contract nor have any contractual force.

2.6 A quotation for the Goods and/or Services given by the Supplier shall not constitute an offer. A quotation shall only be valid for a period of 30 days from its date of issue.

3. GOODS

3.1 The Goods are described in the Supplier’s catalogue as modified by any applicable Specification. The Supplier’s catalogue contains descriptions, illustrations and specifications which the Supplier will try to conform with when providing Goods. The Goods may not be exact replicas of those included in the catalogue.

3.2 The Supplier will take all reasonable steps to try to match sizing guides, measurements, colours, clarity but this cannot be guaranteed and the Contract shall be deemed to have been performed by delivery of Goods of the general measurements, sizing, shade and colour stipulated in the Order, catalogue and/or Specification.

3.3 To the extent that the Goods are to be manufactured in accordance with a Specification supplied by the Customer, the Customer shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by the Supplier in connection with any claim made against the Supplier for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with the Supplier’s use of the Specification. This clause 3.3 shall survive termination of the Contract.

3.4 The Supplier reserves the right to amend the Specification if required by any applicable statutory or regulatory requirements.

4. DELIVERY

4.1 The Supplier shall ensure that:

(a) each delivery of the Goods is accompanied by a delivery note that shows the date of the Order, the customer PO number, the delivery note number, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Goods are being delivered by instalments, the number included in this delivery; and

(b) if the Supplier requires the Customer to return any packaging materials to the Supplier, that fact is clearly stated on the delivery note. The Customer shall make any such packaging materials available for collection at such times as the Supplier shall reasonably request. Returns of packaging materials shall be at the Supplier’s expense.

4.2 Subject to 4.3, the Supplier shall deliver the Goods to the location set out in the Order or such other location as the parties may agree in writing (Delivery Location) at any time after the Supplier notifies the Customer that the Goods are ready. If the Supplier and the Customer agree a different Delivery Location to the delivery location specified in the Order, the Supplier reserves the right to charge additional sums to the Customer at the Supplier’s discretion including but not limited to; fuel costs, costs incurred by the Supplier to third parties to carry the Goods to the Delivery Location.

4.3 The Supplier and Customer may agree in writing that the Customer shall collect the Goods from the Supplier’s premises at Unit 3 Homefield Road West, Haverhill, Suffolk England CB9 8QP or such other location as may be advised by the Supplier prior to delivery (Delivery Location) within three Business Days of the Supplier notifying the Customer that the Goods are ready.

4.4 Delivery is completed on the completion of:

(a) unloading in accordance with 4.2; or

(b) loading in accordance with 4.3 of the Goods at the Delivery Location.

4.5 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Supplier 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 the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods. If no date is specified for delivery, delivery shall be within a reasonable time.

4.6 If the Supplier 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. The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

4.7 If the Customer fails to take or accept (as applicable) delivery of the Goods within three Business Days of the Supplier notifying the Customer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or the Supplier’s failure to comply with its obligations under the Contract:

(a) 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 the Supplier notified the Customer that the Goods were ready; and

(b) the Supplier shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).

4.8 If seven Business Days after the day on which the Supplier notified the Customer that the Goods were ready for delivery the Customer has not taken or accepted (as applicable) actual delivery of them, the Supplier may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, charge the Customer for any shortfall below the price of the Goods. In the event that the Customer fails to take or accept delivery of the Goods as set out in this clause and the Customer has paid the price (set out in clause 9 of these terms) in advance the Supplier on any resale shall also account to the Customer for any excess over the price of the Goods.

4.9 If the Supplier delivers up to and including 5.0% more or less than the quantity of Goods ordered the customer may not reject them, but on receipt of notice from the Customer that the wrong quantity of Goods was delivered, a pro rata adjustment shall be made to the Order invoice.

4.10 The Supplier may deliver the Goods by instalments, which shall be invoiced and paid for separately. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.

5. QUALITY OF GOODS

5.1 The Supplier cannot guarantee that the measurements and sizing of the Goods will be precisely as specified in the Contract, Order or Specification (as applicable) and the Buyer shall accept the Goods provided:

(a) In the case of decoration:
(i) the placement and positioning are within plus or minus 25mm in any direction of that specified;
(ii) the dimensions, measurements and sizing are within plus or minus 25mm of that specified;
(iii) the colour of decoration is within 1 Pantone shade.

(b) In the case of colour, the colour is within 1 Pantone shade

(c) In the case of measurements and sizing, the dimensions are within plus or minus 5% of that specified.

5.2 The Supplier warrants that on delivery and for a period of one month from the date of delivery (warranty period) the Goods shall:

(a) subject to clause 5.1, conform in all material respects with the Specification;

(b) be free from material defects in design, material and workmanship;

5.3 be of satisfactory quality (within the meaning of the Sale of Goods Act 1979). Subject to clause 5.4, if:

(a) the Customer gives notice in writing to the Supplier within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 5.2;

(b) the Supplier is given a reasonable opportunity of examining such Goods; and

(c) the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier place of business at the Customer’s cost, the Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.

5.4 The Supplier shall not be liable for the Goods’ failure to comply with the warranty set out in clause 5.2 in any of the following events:

(a) the Customer makes any further use of such Goods after giving notice in accordance with clause 5.3;

(b) the defect arises because the Customer failed to follow the Supplier’s oral or written instructions as to the storage, use, cleaning and maintenance of the Goods or (if there are none) good trade practice regarding the same;

(c) the defect arises as a result of the Supplier following any drawing, design or Specification supplied by the Customer;

(d) the Customer alters or repairs such Goods without the written consent of the Supplier;

(e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or

(f) the Goods differ from their description or the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

5.5 Except as provided in this clause 5, the Supplier shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in clause 5.2.

5.6 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.

5.7 These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.

6. TITLE AND RISK

6.1 Clauses 6.2 – 6.6 shall not apply to Finished Products and references to ‘Goods’ in such clauses shall be read and construed to exclude Finished Products. Clause 6.7 and 6.8 will apply to Finished Products.

6.2 The risk in the Goods shall pass to the Customer on completion of delivery.

6.3 Title to the Goods shall not pass to the Customer until the earlier of:

(a) the Supplier receives payment in full (in cash or cleared funds) for the Goods and any other goods that the Supplier has supplied to the Customer, in which case title to the Goods shall pass at the time of payment of all such sums; or

(b) the Customer resells the Goods, in which case title to the Goods shall pass to the Customer at the time specified in clause 6.5.

6.4 Until title to the Goods has passed to the Customer, the Customer shall:

(a) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier’s property;

(b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;

(c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;

(d) notify the Supplier immediately if it becomes subject to any of the events listed in clause 10.1; and

(e) give the Supplier such information relating to the Goods as the Supplier may require from time to time.

6.5 Subject to clause 6.6, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before the Supplier receives payment for the Goods. However, if the Customer resells the Goods before that time:

(a) it does so as principal and not as the Supplier’s agent; and

(b) title to the Goods shall pass from the Supplier to the Customer immediately before the time at which resale by the Customer occurs.

6.6 If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 10.1, then, without limiting any other right or remedy the Supplier may have:

(a) the Customer’s right to resell the Goods or use them in the ordinary course of its business ceases immediately; and

(b) the Supplier may at any time:
(i) require the Customer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product; and
(ii) 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.

6.7 Customer Products supplied to the Supplier by or on behalf of the Customer for the provision of Services shall while it is in the Supplier’s possession or in transit to or from the Customer be at the Customer’s risk unless otherwise agreed in writing.

6.8 The Supplier shall have a general and particular lien on the Customer Products (including but not limited to Finished Products) in its possession as security for payment of all sums claimed by the Supplier from the Customer. The Charges shall continue to accrue on any Customer Products (including any Finished Products) detained under lien. If an invoice for the Charges is not paid in full on its due date for payment, the Supplier may, without prejudice to its other rights and remedies, give notice in writing to the Customer of its intention to sell or otherwise dispose of some or all of the Customer Products (including Finished Products) in its possession if the amount outstanding is not paid in full within 14 days. If the amount due is not paid by the expiry of such period, the Supplier may sell or otherwise dispose of some or all of the Customer Products (including Finished Products) in its possession, as agent of the Customer and at the Customer’s expense and risk, and shall remit the proceeds of sale or disposal of such Customer Products to the Customer after deduction of all amounts due to the Supplier and the expenses incurred by the Supplier for the sale or disposal of the Goods. The Supplier shall not be liable for the price obtained for the sale or disposal of the Customer Products (including Finished Products).

7. SUPPLY OF SERVICES

7.1 The Supplier shall supply the Services to the Customer in accordance with the Order in all material respects.

7.2 The Supplier shall use all reasonable endeavours to meet any performance dates for the Services specified in the Order but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.

7.3 The Supplier reserves the right to amend the Services if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.

7.4 The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.

7.5 Clause 5.1 applies to the Services and Finished Products carried out by the Supplier.

8. CUSTOMER OBLIGATIONS

8.1 The Customer shall:

(a) co-operate with the Supplier in all matters relating to the Services and/or providing the Customer Product and the Supplier providing the Finished Product;

(b) provide the Supplier with Customer Products in sufficient quantities, quality and sizing to allow the Supplier to carry out the Services;

(c) provide the Supplier with such information as the Supplier may reasonably require in a timely manner in order to supply the Services, and ensure that such information is complete and accurate in all material respects;

(d) obtain and maintain all necessary licences, permissions and consents which may be required for the Customer Products and/or the Services before the date on which the Services are to start;

(e) comply with all applicable laws, including health and safety law;

(f) reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer failing to comply with its obligations as set out under this agreement;

(g) ensure that adequate insurance is in place with a reputable provider to cover the cost of the Customer Products.

9. PRICE AND PAYMENT

9.1 The price of the Goods and/or Services shall be the price set out in the Order, or, if no price is quoted, the price set out in the Supplier’s published price list in force as at the date of delivery.

9.2 The Customer shall pay to the Supplier immediately upon demand any deposit or sum specified in the Order or as agreed between the parties.

9.3 The Customer shall pay for any preliminary work carried out whether on an experimental basis or as otherwise requested. The Supplier may increase the price in accordance with clause 9.4 to include such preliminary work or may invoice the Customer for such preliminary work at the Supplier’s discretion. Payment will be due in accordance with this clause.

9.4 The Supplier may, by giving notice to the Customer at any time before delivery, increase the price of the Goods and/or Services to reflect any increase in the cost of the Goods and/or Services that is due to:

(a) any factor beyond the Supplier’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);

(b) any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification;

(c) any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate or accurate information or instructions.

9.5 The price of the Goods and/or Services:

(a) excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to the Supplier at the prevailing rate, subject to the receipt of a valid VAT invoice;

(b) excludes the costs and charges or packaging, insurance and transportation of the Customers Products, which shall be invoiced to the Customer if incurred by the Supplier; and

(c) excludes the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Customer; and

(d) excludes the costs and charges of storing any of the Customer Products, which shall be invoiced to the Customer.

9.6 The Supplier may invoice the Customer for the Goods and/or Services on or at any time determined in the Order or as otherwise agreed in writing.

9.7 The Customer shall pay the Supplier on the terms agreed in the Order or as otherwise agreed in writing. If the Supplier:

(a) Requires payment (in full or part) upon the placement of an Order then the Customer shall make such payment in full and cleared funds within 2 Business Days of the Order being accepted. If the Customer fails to make payment when due the Order is deemed to have not been accepted by the Customer. The Supplier will not commence any work nor instruct a third party to commence any work until such payment is received. The Supplier will raise an invoice for such payment received before/following payment and clause 9.7(b) shall not apply. Time for payment is of the essence;

(b) Raises an invoice the Customer shall pay the Supplier in full and in cleared funds within 30 days of the date of invoice. Payment shall be made to the bank account nominated in writing by the Supplier. Time for payment is of the essence;

(c) Agrees any other payment terms in writing with the Customer, the Customer shall pay the Supplier in full and in cleared funds on or before the date payment is due in accordance with the terms. Time for payment is of the essence.

9.8 If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 4.0% per annum above HSBC UK Bank plc’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.

9.9 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 law). The Supplier 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 the Supplier to the Customer.

10. TERMINATION

10.1 Without limiting its other rights or remedies, the Supplier may terminate this Contract with immediate effect by giving written notice to the Customer if:

(a) the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 7 Business Days of that party being notified in writing to do so;

(b) the Customer 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;

(c) the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or

(d) the Customer’s financial position deteriorates to such an extent that in the Supplier’s opinion the Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

10.2 Without limiting its other rights or remedies, the Supplier may suspend provision of the Goods and/or Services under the Contract or any other contract between the Customer and the Supplier if the Customer becomes subject to any of the events listed in clause 10.1(a) to clause 10.1(d), or the Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.

10.3 Without limiting its other rights or remedies, the Supplier 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 On termination of the Contract for any reason the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest.

10.5 Termination of the Contract shall not affect any of the parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of this Contract that existed at or before the date of termination.

10.6 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.

11. LIMITATION OF LIABILITY

11.1 Nothing in these Conditions shall limit or exclude the Supplier’s liability for:

(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);

(b) fraud or fraudulent misrepresentation;

(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979;

(d) defective products under the Consumer Protection Act 1987; or

(e) any matter in respect of which it would be unlawful for the Supplier to exclude or restrict liability.

11.2 Subject to clause 11.1:

(a) the Supplier shall under no circumstances be liable to the Customer for any damage, destruction or losses of the Customer Products and the liability of the Supplier shall be limited to any damage, destruction or loss of the decoration produced under the Services.

(b) the Supplier shall under no circumstances whatsoever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and

(c) the Supplier’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 the price of the Goods.

12. CANCELLATION

12.1 In the event of products made to Specification including but not limited to bespoke printed items, non-stock size goods being cancelled by the Customer before delivery has taken place:

(a) If the Customer has not made any payment to the Supplier or only part payment, the Customer shall pay to the Supplier within five Business Days of notice of cancellation:
(i) The full value of the goods (or the balance due) if the cancellation is within 14 Business Days of the anticipated delivery date; or
(ii) 50% of the value of the goods if the cancellation more than 14 Business Days of the anticipated delivery date; and all costs, expenses and administration fees incurred by the Supplier to effect such cancellation.

(b) If the Customer has made payment to the Supplier in full at the time of cancellation, the Supplier shall pay to the Customer within 10 Business Days of notice of cancellation:
(i) The full value of the goods less any costs, expenses, fees, administration fees or any other sums:
(A) incurred by the Supplier for work carried out; and
(B) incurred by the Supplier for work commissioned to any third party (including but not limited to any delivery and transportation payments made);
(ii) less the sum being 10% of the price of the Order for re-stocking fee;
and
(iii) less all costs, expenses and administration fees incurred by the Supplier to effect such cancellation.

(c) The Supplier will carry out reasonable steps (such steps to be taken are in the sole discretion of the Supplier) to mitigate any payments due by the Customer in accordance with clause 12.1(a) or due to the Customer set out in clause 12.1(b).

12.2 In the event of Services carried out to Customer Products (whether in full or in part) being cancelled by the Customer before delivery has taken place:

(a) The Supplier shall cease provision of the Services to the Customer Product as soon as possible (such time frame in the Supplier’s discretion) following notification of cancellation;

(b) The Supplier shall instruct any third parties carrying out the Services to the Customer Product to cease provision of the Services as soon as possible (such time frame in the Supplier’s discretion) following notification of cancellation;

(c) The Supplier shall return the Customer Products to the Customer at the Customer’s expense;

(d) The Supplier shall have no liability to the Customer if the Services cannot be ceased at cancellation;

(e) The Customer shall pay to the Supplier within 10 Business Days of notice of cancellation the full value of the Services carried out by the Supplier plus any costs, expenses, fees, packaging costs, storage costs, transportation costs and other sums including fees incurred by the Supplier for dealing with the cancellation of the Services.

13. FORCE MAJEURE

Neither party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control (a Force Majeure Event). If the period of delay or non-performance continues for 60 days, the party not affected may terminate this Contract by giving 30 days written notice to the affected party.

14. GENERAL

14.1 Assignment and other dealings.

(a) The Supplier 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.

(b) 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 the Supplier.

14.2 Confidentiality.

(a) The Customer 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 Supplier except:
(i) To its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this agreement. The Customer shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this clause 14.2; and
(ii) As may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

(b) The Customer shall not use the Supplier’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.

14.3 Illegality.

(a) The Supplier shall not be required to print any matter which at the Supplier’s absolute discretion is considered to be of an illegal, obscene, offensive or derogatory nature or an infringement of the rights of any third person.

14.4 Entire agreement.

(a) This 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.

(b) Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

14.5 Variation.

No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

14.6 Waiver.

No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

14.7 Severance.

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.

14.8 Notices.

(a) 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, fax or email.

(b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 14.8(a); 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 fax or email, one Business Day after transmission.

(c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

14.9 Third party rights.

No one other than a party to this Contract and their permitted assignees shall have any right to enforce any of its terms.

14.10 Governing law.

The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England.

14.11 Jurisdiction.

Each party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Contract or its subject matter or formation.