Legal Information & Notes
Your attention is particularly drawn to the provisions of clause 13.
1 Background
EC COMPUTERS Limited (company number 2234380) (“We” or “EC” or “Us”) is a company that supplies and supports technology products to business customers (“Buyer” or “You” or “the customer”; means the person who buys or agrees to buy Goods or Services from EC). We offer the goods for sale to customers who propose to use such goods for business purposes. Accordingly by accepting these terms and conditions You confirm that You are not acting as a consumer and that the provisions of any law offering additional protection to consumers are not applicable to this agreement. If You are not purchasing goods for business purposes, please contact Us directly by email to info@eccomputers.co.uk so that We can refer You to our consumer sales department.
2 Interpretation
The following definitions and rules of interpretation apply in this agreement.
2.1 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 16.5;
“Contract”
The contract between You and Us for the sale and purchase of the Goods in accordance with these Conditions;
“Customer”
The person or firm who purchases the Goods from the Supplier;
“Force Majeure Event”
Means any circumstance not within a party’s reasonable control including, without limitation:
(a) acts of God, flood, drought, earthquake or other natural disaster;
(b) epidemic or pandemic;
(c) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;
(d) nuclear, chemical or biological contamination or sonic boom;
(e) any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition[, or failing to grant a necessary licence or consent];
(f) collapse of buildings, fire, explosion or accident; [and]
(g) any labour or trade dispute, strikes, industrial action or lockouts;
(h) non-performance by suppliers or subcontractors; and
(i) interruption or failure of utility service.
“Goods”
The goods (or any part of them) set out in the Order;
“Incoterms”
Means the Incoterms 2010 as published by the International Chamber of Commerce and amended from time to time;
“Order”
Your order for the Goods, as set out in the Your purchase order form;
“Specification”
Any specification for the Goods, including any standard product documents.
3.2 Interpretation:
3.2.1 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.
3.2.2 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.
3.2.3 Unless the context otherwise requires, any term or expression which is defined in or given a particular meaning by the provisions of Incoterms shall have the same meaning in these Terms, but if there is any conflict between the provisions of Incoterms and these Terms, the latter shall prevail.
4 Basis of contract
4.1 These Conditions apply to the Contract to the exclusion of any other terms that You seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
4.2 The Order constitutes an offer by You to purchase the Goods in accordance with these Conditions. You are responsible for ensuring that the terms of the Order and any applicable Specification are complete and accurate.
4.3 The Order shall only be deemed to be accepted when We issue a written acceptance or acknowledgement of the Order, at which point the Contract shall come into existence.
4.4 You waive any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents produced by You that is inconsistent with these Conditions.
4.5 Any samples, drawings, descriptive matter or advertising produced by the Supplier and any descriptions or illustrations contained in Our catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force.
4.6 A quotation for the Goods given by Us shall not constitute an offer. A quotation shall only be valid for a period of one Business Day from its date of issue, expiring at 5pm on the day following the date of issue unless otherwise agreed in writing.
4.7 Any typo, spelling or other mistake in any sales literature, quotation, pricelist, acceptance of offer, invoice or other document or information issued by Us can be corrected by Us without any liability to You (unless specifically stated in this Contract).
4.8 Our employees or agents are not authorised to make any representations concerning the Goods unless confirmed by Us in Writing. In entering into the Contract, You acknowledge that you do not rely on, and waive any claim for breach of, any such representations, which are not so confirmed. This sub-clause does not apply in the case of any advice or representation, which is proved to have, been made fraudulently
4.9 All orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods in accordance with these Conditions.
4.10 Acceptance of delivery of the Goods shall be deemed to be conclusive evidence of the Buyer’s acceptance of these Conditions
4.11 Any variation to these Conditions (including any special Conditions agreed between the parties) shall be inapplicable unless agreed in writing by US.
5 Goods
5.1 The Goods are described in our quotation as modified by any applicable specification.
5.2 We reserve the right to amend the specification of the Goods required by any applicable statutory or regulatory requirements.
5.3 Any samples, drawings, descriptive matter or advertising produced by EC and any descriptions or illustrations contained in EC’S catalogues, brochures or website are produced for the sole purpose of giving an approximate idea of the Goods described in them.
They shall not form part of the Contract or have any contractual force.
6 Delivery
6.1 You are required to specify at the time of Your Order how You would like the Goods to be delivered. The options available are:
6.1.1 On an ex works basis. If this option is selected You shall collect the Goods from EC premises or such other location as may be advised by EC prior to delivery within 24 hours of Us notifying You that the Goods are ready (“Ex Works Deliveries); or
6.1.2 Delivery duty unpaid. If this option is selected We shall deliver the Goods to the location set out in the Order or such other location as the parties may agree at any time after We notify the You that the Goods are ready (“Courier Deliveries”). The costs and charges of packaging, insurance and transport of the Goods shall be payable by You and shall be invoiced to You in accordance with clause 10.3.2.
6.1.3 Where Goods are being delivered outside the UK to a destination which requires a UK export declaration and/or a destination import declaration, other than risk which shall pass in accordance with Clause 6.1, the Goods will be supplied CIP port/airport country of destination Incoterms 2010.
6.2 We will contact You with an estimated delivery date at the time of confirming our acceptance of Your order. Occasionally our delivery to You may be affected by an event outside our control. See clause 14 (Force Majeure) for our responsibilities when this happens.
6.3 Delivery is complete once the Goods have been unloaded at the address for delivery set out in Your Order (in the case of Courier Deliveries) or collected by You or a carrier organised by You to collect them from Us (in the case of Ex-Works Deliveries) and the Goods will be at Your risk from that time.
6.4 We shall ensure that:
6.4.1 each delivery of the Goods is accompanied by a delivery note that shows the date of the Order, the contract number, the type and quantity of the Goods (including the code number of the Goods, where applicable); and
6.4.2 if We require You to return any packaging materials to Us, that fact is clearly stated on the delivery note. You shall make any such packaging materials available for collection at such times as We shall reasonably request. Returns of packaging materials shall be at our expense.
6.5 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. We shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or a failure by You to provide Us with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
6.6 If We fail to deliver the Goods, its liability shall be limited to the costs and expenses incurred by You in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods.
6.7 If You fail to take or accept delivery of the Goods within five Business Days of Us notifying You that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or our failure to comply with its obligations under the Contract:
6.7.1 delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day after the day on which We notify You that the Goods were ready; and
6.7.2 We shall store the Goods until delivery takes place, and charge You for all related costs and expenses (including insurance).
6.8 If ten Business Days after the day on which We have notified You that the Goods were ready for delivery, You have not taken delivery (in the case of Ex Works Deliveries) or been present for delivery or accepted delivery where We have attempted to deliver such Goods to You (in the case of Courier Deliveries), We may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to You for any excess over the price of the Goods or charge You for any shortfall below the price of the Goods.
6.9 We 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 You to cancel any other instalment.
6.10 Some of the hardware or software We supply to You under the Contract may be subject to legal controls (including controls imposed by the country or state in which the hardware or software was made or sent from), third party intellectual property rights, or restrictions under licence agreements with third parties. You agree that where this is the case, You will comply with, and You will not breach, the terms of any such controls, third party rights or licence agreement. You also agree that if You do breach them, You will hold Us harmless against the consequences of Your breach (which we both agree shall include breach by any person into whose hands the hardware or software may pass after delivery to You).
6.11 The Customer acknowledges and agrees that the Goods and Services are subject to the export control laws and regulations of the United States, EU and national legislation. The Customer will comply with all these laws and regulations including the Export Administration Regulations (“EAR”), and sanctions regimes of the U.S. Department of Treasury, Office of Foreign Asset Controls.
6.12 The Customer shall not, without prior appropriate government authorisation, export, re-export, or transfer any Goods or Services, either directly or indirectly, to any country subject to a U.S. trade embargo or to any resident or national of any such country, or to any person or entity listed on the “Entity List” or “Denied Persons List” maintained by the U.S. Department of Commerce or the list of “Specifically Designated Nationals and Blocked Persons” maintained by the U.S. Department of Treasury or any other comparable European or local regulation.
6.13 In addition, any Goods or Services may not be exported, re-exported, or transferred to an End User engaged in activities related to weapons of mass destruction. Such activities include but are not necessarily limited to activities related to: (1) the design, development, production, or use of nuclear materials, nuclear facilities, or nuclear weapons; (2) the design, development, production, or use of missiles or support of missiles projects; and (3) the design, development, production, or use of chemical or biological weapons.
6.14 Claims
6.14.1 The Buyer shall inspect the Goods on delivery and shall within 2 days of delivery notify EC of any alleged defect, shortage in quantity, damage or failure to comply with description or sample. The Buyer shall afford EC an opportunity to inspect the Goods
within a reasonable time following delivery and before any use is made of them. If the Buyer shall fail to comply with these provisions the Goods shall be conclusively presumed to be in accordance with the Contract and free from any defect or damage which would be
apparent on a reasonable examination of the Goods and the Buyer shall be deemed to have accepted the Goods.
16.14.2 The Buyer shall notify EC of any non-delivery of a whole consignment of Goods within 2 days of the date of dispatch. Notwithstanding the receipt by EC of any such notice a clear signature on a carrier’s delivery advice sheet shall be deemed to signify
receipt of the quantity of Goods indicated on the invoice.
16.14.3 If the Goods are not in accordance with the Contract for any reason the Buyer’s sole remedy shall be limited to EC making good any shortage by replacing such Goods or, if EC shall elect, by refunding a proportionate part of the Price.
7 Quality
7.1 We warrant that on delivery the Goods shall:
7.1.1 conform in all material respects with their description; and
7.1.2 be free from material defects in design, material and workmanship.
7.2 Subject to clause 7.3, if:
7.2.1 You give notice in writing to Us within 48 hours of discovery that some or all of the Goods do not comply with the warranty set out in clause 7.1;
7.2.2 We are given a reasonable opportunity of examining such Goods; and
7.2.3 You (if asked to do so by Us) return such Goods to our place of business (at Your cost), We shall, at our option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
7.3 You must comply with the terms of our Returns Policy for any returns in respect of defective or faulty Goods.
7.4 We shall not be liable for the Goods’ failure to comply with the warranty set out in clause 7.1 in any of the following events:
7.4.1 You makes any further use of such Goods after giving notice in accordance with clause 7.2;
7.4.2 the defect arises because You failed to follow the our oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;
7.4.3 You alter or repair such Goods without our prior written consent;
7.4.4 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
7.4.5 the fault relates to a software fault;
7.4.6 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.
7.5 In the case of Ex Works Deliveries, You shall be responsible for arranging for testing and inspection of the Goods at Our premises before shipment. We shall have no liability for any claim in respect of any defect in the Goods which would be apparent on inspection and which is made after shipment, or in respect of any damage during transit.
7.6 Except as provided in this clause 7, We shall have no liability to You in respect of the Goods’ failure to comply with the warranty set out in clause 7.1.
7.7 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.
7.8 These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.
7.9 In addition to our warranty in this clause 7, in most cases the benefit of the manufacturer’s (or other third party supplier’s) warranty will be passed to You by Us and You will be required to contact the manufacturer (or other third party) direct for warranty services or enquiries in accordance with the relevant section of our Returns Policy. Please note that such warranty cover is offered to You by the third party and does not affect the terms of the Contract in any way.
8 Title and risk
8.1 The risk in the Goods shall pass to You on completion of delivery.
8.2 Title to the Goods shall not pass to You until the earlier of:
8.2.1 We receive payment in full (in cash or cleared funds) for the Goods and any other goods that the We have supplied to You in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums; and
8.2.2 We resell the Goods, in which case title to the Goods shall pass to You at the time specified in clause 8.4.
8.3 Until title to the Goods has passed to You, You shall:
8.3.1 store the Goods separately from all other goods held by You so that they remain readily identifiable as our property;
8.3.2 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
8.3.3 maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
8.3.4 notify Us immediately if it becomes subject to any of the events listed in clause 12.1; and
8.3.5 give Us such information relating to the Goods as We may require from time to time.
8.4 Subject to clause 8.5, You may resell or use the Goods in the ordinary course of Your business (but not otherwise) before We receive payment for the Goods. However, if You resell the Goods before that time:
8.4.1 You do so as principal and not as our agent; and
8.4.2 title to the Goods shall pass from Us to You immediately before the time at which resale by You occurs.
8.5 If before title to the Goods passes to You, You become subject to any of the events listed in clause 12.1, then, without limiting any other right or remedy We may have:
8.5.1 Your right to resell the Goods or use them in the ordinary course of its business ceases immediately; and
8.5.2 We may at any time:
(a) require You to deliver up all Goods in Your possession that have not been resold, or irrevocably incorporated into another product; and
(b) if You fail to do so promptly, enter any of Your premises or the premises of any third party where the Goods are stored in order to recover them.
9 Intellectual Property
9.1 If within the period set out at clause 9.2 below, any third party asserts any claim against You that Your use or possession of the Goods infringes any valid intellectual property right in the United Kingdom, You may return the Goods to Us in accordance with our Returns Policy for refund or replacement at our sole discretion in accordance with the remainder of this clause 9.
9.2 The period shall be the period of three months from the date of Your Order for the Goods, subject to the provisions of clause 9.3 below.
9.3 The warranty in clause 9.1 is conditional upon Your informing Us promptly of the claim and giving the conduct of the same to Us. You may not make any statements with respect to the claim or attempt to settle the claim.
10 Price and payment
10.1 The price of the Goods shall be our quoted price for the relevant Goods as at the time of our acceptance of Your order.
10.2 We may, by giving notice to You at any time before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
10.2.1 any factor beyond our control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
10.2.2 any request by You to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or
10.2.3 any delay caused by any of Your instructions or failure by You to give Us adequate or accurate information or instructions.
10.3 The price of the Goods:
10.3.1 excludes amounts in respect of value added tax (VAT), which You shall additionally be liable to pay to Us at the prevailing rate, subject to the receipt of a valid VAT invoice; and
10.3.2 excludes the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to You.
10.4 We may invoice You for the Goods on or at any time after acceptance of Your Order.
10.5 You shall pay the invoice in full and in cleared funds by the date stated on the relevant invoice. Payment shall be made to the bank account nominated in writing by Us. Time for payment is of the essence.
10.6 Where credit terms have been offered to You, then You shall pay the price of the Goods in full and cleared funds (free from any right of set off, counterclaim, withholding or deduction of any kind, those rights being specifically excluded) on the due date stated in the front of the sales invoice.
10.7 Even where credit terms have been agreed with You, special terms may require payment in advance by You.
10.8 If You fail to make any payment due to Us under the Contract by the due date for payment, then You shall pay interest on the overdue amount at the rate of 4% per annum above National Westminster Bank’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. You shall pay the interest together with the overdue amount.
10.9 You 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). We may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by You against any amount payable by Us to You.
10.10 Should credit facilities be provided, the Customer undertakes to notify EC COMPUTERS Limited without delay of any material change in its finances, structure, share ownership and/or value of assets which may affect the Customer’s credit status. In addition to any remedy available at law, failure to report any such changes may result in credit being withdrawn without prior notice. The Customer’s credit-limit may be withdrawn or amended without prior notice by EC COMPUTERS Limited. If credit facilities are withdrawn all invoices shall become immediately payable by the Customer.
11 Returns
11.1 It is up to You to make sure that the terms of Your Order (including any applicable Specification) are accurate and complete, and that You have given Us any necessary information relating to the Goods in plenty of time to allow Us to perform the Contract in accordance with its terms. Please see the terms of the Our (“Returns Policy”) for information on the process for a conditions under which We may accept any “incorrect order” returns once a Contract has been concluded. You must comply with all the terms of the “Returns Policy” or We may not be able to accept Your returns claim.
11.2 You may cancel or amend your Order at any time before We have accepted it following the process set out above. If you decide to cancel Your Order (or part of it) under this clause, We will refund to You as soon as possible any monies paid to Us up front for the Order (or part of it) cancelled, or send to You a credit note for the order (or part of it) cancelled if no monies have then been paid to Us but You have been invoiced for it. If Your order is amended by substituting new Goods or changing any quantities of Goods, there may be a payment difference between the amended and the original order. Any such difference must be settled as soon as possible by either You paying to Us the difference or Us repaying or crediting the difference to You, as applicable. In such circumstances, we may also charge a re-stocking fee which shall be a reasonable amount taking into account any loss suffered by Us as a result of the change in Your Order.
11.3 No order accepted by Us following the process set out above may be cancelled by You other than on the terms of the relevant sections of Our “Returns Policy” below and only if You comply with those terms in full.
12 Termination
12.1 Without limiting its other rights or remedies, We may terminate this Contract with immediate effect by giving written notice to You if:
12.1.1 You commit a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so;
12.1.2 You take 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 or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
12.1.3 You suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of Your business;
12.1.4 Your financial position deteriorates to such an extent that in our reasonable opinion Your capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or
12.1.5 We have reasonable grounds to suspect You of fraudulent, illegal or other improper activity in placing the order or in Your dealings generally with Us. If We have reasonable suspicion of illegal activity You should be aware that We may be required to inform the relevant authorities of such activity without notice to You.
12.2 Without limiting our other rights or remedies, We may suspend provision of the Goods under the Contract or any other contract between You and Us if We becomes subject to any of the events listed in clause 12.1.1 to clause 12.1.5, or We reasonably believe that You are about to become subject to any of them, or if You fail to pay any amount due under this Contract on the due date for payment.
12.3 Without limiting its other rights or remedies, We may terminate the Contract with immediate effect by giving written notice to You if You fail to pay any amount due under the Contract on the due date for payment.
12.4 On termination of the Contract for any reason You shall immediately pay to Us all of our outstanding unpaid invoices and interest.
12.5 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.
12.6 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.
13 Limitation of liability
13.1 Nothing in these Conditions shall limit or exclude our ability for:
13.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
13.1.2 fraud or fraudulent misrepresentation;
13.1.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
13.1.4 defective products under the Consumer Protection Act 1987; or
13.1.5 any matter in respect of which it would be unlawful for Us to exclude or restrict liability.
13.2 Subject to clause 13.1:
13.2.1 We shall under no circumstances whatsoever be liable to You, 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
13.2.2 Our total liability to You 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.
14 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 a Force Majeure Event. If the period of delay or non-performance continues for 6 weeks, the party not affected may terminate this Contract by giving 14 days’ written notice to the affected party.
15 The Waste Electrical and Electronic Equipment Regulations (the “WEE Regulations”)
15.1 You shall:
15.1.1 be responsible for financing the collection, treatment recovery and environmentally sound disposal of:
15.1.2 all waste electrical and electronic equipment (“WEEE”) arising or deriving from the Goods;
15.1.3 comply with all additional obligations placed upon You by the WEEE Regulations by virtue of You accepting the responsibility set out in clause 15.1.1; and
15.1.4 provide Our WEEE compliance scheme operator with such data, documents, information and other assistance as such scheme operator may from time to time reasonably require to enable such operator to satisfy the obligations assumed by it as a result of Our membership of the operators compliance scheme;
15.2 You shall be responsible for all costs and expenses arising from and relating to your obligations in clause 15.1;
16 General
16.1 Assignment and other dealings.
16.1.1 We 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.
16.1.2 You 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 our prior written consent.
16.2 Confidentiality.
16.2.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, quotations, customers, clients or suppliers of the other party [or of any member of the group to which the other party belongs, except as permitted by clause 16.2.2 For the purposes of this clause, “group” means, in relation to a party, that party, any subsidiary or holding company from time to time of that party, and any subsidiary from time to time of a holding company of that party.
16.2.2 Each party may disclose the other party’s confidential information:
(a) 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. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this clause 16.2; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
16.2.3 No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.
16.3 Data Protection
16.3.1 You and We shall, in the performance of our respective obligations under the Contract, comply with all laws and other regulatory provisions applicable to it (including, without limitation, any obligations set out in the Data Protection Act 1998 and the General Data Protection Regulation (Regulation (EU) 2016/679) (when in force)).
16.4 Entire agreement.
16.4.1 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.
16.4.2 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.
16.5 Variation. No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
16.6 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.
16.7 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.
16.8 Notices.
16.8.1 Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, or email.
16.8.2 A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 16.8.1; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by email, one Business Day after transmission.
16.8.3 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
16.9 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.
16.10 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 and Wales.
16.11 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales 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.
16.12 Assignment. EC may license or sub-contract all or otherwise dispose of any part of its rights or obligations under this Contract without the Buyer’s consent.
16.13 Insolvency. If the Buyer fails to make payment for the Goods in accordance with the Contract or commits any other breach of the Contract or if any distress or execution shall be levied upon any of the Buyer’s goods or if the Buyer offers to make any arrangement with its creditors or if
any petition in bankruptcy is presented against the Buyer or the Buyer is unable to pay its debts as they fall due or if being a limited company any resolution or petition to wind up the Buyer (other than for the purpose of amalgamation or reconstruction without insolvency)
shall be passed or presented or if a receiver administrative receiver or manager shall be appointed over the whole or any part of the Buyer’s business or assets or if any petition for the appointment of an administrator is presented against the Buyer or if the Buyer shall suffer
any analogous proceedings under foreign law all sums outstanding in respect of the Goods shall become payable immediately. EC may in its absolute discretion and without prejudice to any other rights which it may have:
16.13.1 suspend all future deliveries of Goods to the Buyer and/or terminate the Contract without liability upon its part; and/or
16.13.2 exercise any of its rights pursuant to Condition 8.
