Terms & Conditions

Terms and conditions of sale of HC Innovations Ltd

  1. INTERPRETATION 1.1 The definitions and rules of interpretation in this condition apply in these conditions. Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in Edinburgh are open for business; Buyer: the person, firm or company who purchases the Goods from the Seller; Contract: any contract between the Seller and the Buyer for the sale and purchase of the Goods constituted by either (i) the Quotation or (ii) the Online Order and Online Confirmation, and in each case, subject to these terms and conditions; Delivery Point: the place where delivery of the Goods is to take place under condition 4 below; Goods: any goods to be supplied to the Buyer by the Seller (including any part(s) of them) under any Contract; Online Confirmation: confirmation in writing (which includes by email) by the Seller of acceptance of the Buyer’s Online Order to be issued prior to the supply of the Goods to the Buyer; Online Order: an order for Goods made by the Buyer through the Seller’s Website by completion of the staged ordering process set out therein through submission of forms and following a series of hypertext links as directed on the Seller’s Website; Price: the price of the Goods as stated in the Quotation or the Online Confirmation; Quotation: a quotation for the sale of Goods issued by the Seller (either verbally or in writing) to the Buyer subject to these terms and conditions. Seller: HC Innovations Ltd, a limited Company (Registered number SC430957) and having its registered office at Target House, Ruthvenfield Road, Inveralmond Industrial Estate, Perth, PH1 3EE; Seller’s Website: the website published by the Seller on the World Wide Web of the Internet with the uniform resource locator http://www.hcinnovations.co.uk, or such other uniform resource locator as the Seller may offer Goods for sale from time to time; and VAT: value added tax chargeable under Scots law for the time being and any similar additional tax.; Reference to a law is reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it. Words in the singular include the plural and in the plural include the singular. Reference to one gender includes reference to the other. Condition headings do not affect the interpretation of these conditions.
  2. APPLICATION OF TERMS 2.1 Subject to any variation under condition 2.3 below the Contract shall be subject to these conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification or other document). 2.2 No terms or conditions of the Buyer endorsed on, delivered with or contained in the Buyer's purchase order, confirmation of order, specification or other document shall form part of the Contract. 2.3 These conditions apply to all the Seller's sales of Goods and any variation to these conditions and representations about the Goods shall have no effect unless expressly agreed in writing and signed by a member of the Seller. The Seller’s sales representatives have no authority to accept, vary or amend any of these conditions. The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Seller which is not set out in these conditions. Nothing in this condition 2.3 shall exclude or limit the Seller's liability for fraudulent misrepresentation. 2.4 A Quotation must be accepted by the Buyer in writing or verbally in order to constitute a Contract. 2.5 The Buyer acknowledges that the website text, price lists, list of items for sale or other sales literature published on the Seller’s Website constitute an invitation to treat and may not be construed by the Buyer as any offer or binding obligation upon the Seller to sell any goods or items to the Buyer. 2.6 An Online Order shall not be deemed to be accepted by the Seller unless and until the Online Confirmation has been issued to the Buyer. 2.7 All price lists and estimates provided by the Seller are subject to alteration without notice and shall only become binding when the Seller issues a Quotation or an Online Confirmation (as the case may be). 2.8 No order placed by the Buyer shall be deemed to be accepted by the Seller until a Quotation is issued or, in the case of an Online Order, until an Online Confirmation is issued, by the Seller or (if earlier) the Seller delivers the Goods to the Buyer. 2.9 The Buyer shall ensure that the terms of its order and any applicable specification for the Goods, are complete and accurate. The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of the Online Order submitted by the Buyer, and for giving the Seller any necessary information relating to the Goods within a sufficient time to enable the Seller to perform the Contract in accordance with its terms. The Seller shall incur no liability resulting from inaccurate information being supplied by the Buyer. 2.10 Any Quotation or Order Confirmation is valid for the period set out in the Quotation or Order Confirmation (as the case may be) or, in the absence thereof, for 30 days, provided that the Seller has not previously withdrawn the Quotation or Order Confirmation (as the case may be). 2.11 The Seller’s acceptance of any order for the Goods is subject to it receiving satisfactory references in respect of the Buyer, if required by the Seller (in its sole discretion).
  3. DESCRIPTION 3.1 The quantity and description of the Goods shall be as set out in the Quotation or the Online confirmation (as the case may be). 3.2 All samples, drawings, descriptive matter, specifications and advertising issued by the Seller and any descriptions or illustrations contained in the Seller's catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract .
  4. DELIVERY 4.1 Unless otherwise agreed in writing, delivery of the Goods shall take place at the Buyer's usual place of business. The costs of delivery are included in the Price. However, the Seller reserves the right to make a reasonable charge associated with any additional costs of carriage of the Goods where the Buyer's usual place of business or the agreed place of delivery is more than 75 miles from the Seller's premises and an additional administration charge of £10 in respect of orders with a total value of less than £50. 4.2 Any dates specified by the Seller for delivery of the Goods are an estimate and time for delivery shall not be made of the essence of the Contract by notice. If no dates are specified in the Quotation or Online Confirmation, delivery shall be within a reasonable time. 4.3 Subject to the other provisions of these conditions the Seller shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by the Seller's negligence), nor shall any delay entitle the Buyer to terminate or rescind the Contract unless such delay exceeds three months. 4.4 If for any reason the Buyer fails to accept delivery of any of the Goods, or the Seller is unable to deliver the Goods on time because the Buyer has not provided appropriate instructions, documents, licences or authorisations: (a) risk in the Goods shall pass to the Buyer (including for loss or damage caused by the Seller's negligence) and the Goods shall be deemed to have been delivered; or (b) the Seller may store the Goods until delivery, whereupon the Buyer shall be liable for all related costs and expenses (including, without limitation, storage and insurance). 4.5 The Seller may postpone any delivery or part thereof under any Contract until amounts then owing by the Buyer to the Seller shall have been paid, or may cancel any obligation under any Contract where default has been made by the Buyer under that or any other Contract, but without prejudice to any right or remedy which the Seller may have against the Buyer.
    4.6 The Buyer shall provide at the Delivery Point and at its expense adequate and appropriate equipment and manual labour for loading or unloading of the Goods. 4.7 The Seller may cancel delivery if the Seller believes it would be unsafe, unlawful or difficult to deliver to the Delivery Point . 4.8 The Seller may deliver the Goods by separate instalments. Each separate instalment shall, subject to condition 4.9, be invoiced and paid for in accordance with the provisions of the Contract. 4.9 Each instalment shall be a separate Contract and no cancellation or termination of any one Contract relating to an instalment shall entitle the Buyer to repudiate or cancel any other Contract or instalment.
  5. NON-DELIVERY 5.1 The quantity of any consignment of Goods as recorded on despatch from the Seller's place of business shall be conclusive evidence of the quantity received on delivery unless the Buyer can provide conclusive evidence proving the contrary. 5.2 The Seller shall not be liable for any non-delivery of Goods (even if caused by the Seller's negligence) unless the Buyer gives written notice to the Seller of the non-delivery within 7 days of the date when the Goods would in the ordinary course of events have been delivered. 5.3 Any liability of the Seller for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or (in the Seller’s sole discretion) issuing a credit note for an amount (calculated by the Seller in its sole discretion) equal to the amount which was or is to be invoiced by the Seller to the Buyer in respect of those Goods which were not delivered.
  6. RISK AND TITLE 6.1 The Goods are at the risk of the Buyer from the time of delivery or, if earlier, when they are placed at the Buyer’s disposal. 6.2 Where applicable, risk in transit shall remain with the Seller until delivery at the Delivery Point provided that in the event of any damage to the Goods during transit the Seller will replace any goods proved to the Seller’s satisfaction to have been damaged in transit subject to having received from the Buyer within 48 hours after delivery notification in writing of the occurrence of the damage and also, if and so far as practicable, of its nature and extent. 6.3 Notwithstanding delivery, ownership of the Goods shall not pass to the Buyer until the Seller has received in full (in cash or cleared funds) all sums due to it in respect of: (a) the Goods; and (b) all other sums which are due to the Seller from the Buyer. 6.4 Until ownership of the Goods has passed to the Buyer, the Buyer shall: (a) hold the Goods on a fiduciary basis as the Seller's bailee or trustee; (b) store the Goods (at no cost to the Seller) separately from all other goods of the Buyer or any third party in such a way that they remain readily identifiable as the Seller's property; (c) not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and (d) maintain the Goods in satisfactory condition and keep them insured on the Seller's behalf for their full reinstatement value against all risks to the reasonable satisfaction of the Seller. On request the Buyer shall produce the policy of insurance to the Seller. 6.5 The Buyer's right to possession of the Goods shall terminate immediately if: (a) any of the matters set out in condition 11.1 (a) to (o) below occur; or (b) the Buyer encumbers or in any way charges any of the Goods. 6.6 The Seller shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from the Seller. 6.7 The Buyer grants the Seller its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them or where the Buyer's right to possession has terminated, to recover them. 6.8 Where the Seller is unable to determine whether any Goods are the goods in respect of which the Buyer's right to possession has terminated, the Seller shall be deemed to have sold all goods of the kind sold by the Seller to the Buyer in the order in which they were invoiced to the Buyer. 6.9 Nothing in this condition 6 shall confer any right on the Buyer to return the Goods sold hereunder or to refuse or delay payment in respect thereof, unless otherwise agreed in writing.
    6.10 On termination of the Contract the Seller's (but not the Buyer's) rights in this condition 6 shall remain in full force and effect. 6.11 If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer’s reasonable control or by reason of the Seller’s fault) then, without limiting any other right or remedy available to the Seller, the Seller may sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under the Contract or charge the Buyer for any shortfall below the price under the Contract.
  7. PRICE 7.1 Unless otherwise agreed by the Seller in writing, the price for the Goods shall be the price set out in the Quotation or Online Confirmation. Should no Quotation have been given by the Seller or where no price is quoted in the Online Confirmation, the price payable for the Goods shall be that contained in the Seller's price list published on the date of delivery or deemed delivery or in the Seller’s website text on the Seller’s Website current at the date and time of the Online Confirmation. 7.2 The price for the Goods shall be exclusive of any VAT which the Buyer shall pay when it is due to pay for the Goods. 7.3 The Seller reserves the right, by giving written notice to the Buyer at anytime before delivery, to increase the price of the Goods to reflect any increase in the cost to the Seller which is due to any factor beyond the reasonable control of the Seller (including without limitation, any increase in packaging, insurance, transportation costs, costs of labour, materials or other costs of manufacture, taxes, tariffs or import duties (where applicable) or changes in legislation or regulations) or any changes in delivery dates, quantities or specifications for the Goods which are requested by the Buyer or any delay caused by failure of the Buyer to give the Seller adequate information or instructions. 7.4 The Buyer agrees and acknowledges that the price for the Goods is based upon the limitations of liability set out in condition 10 and upon the limited warranties given in condition 9.
  8. PAYMENT 8.1 Subject to condition 8.5 and unless otherwise agreed by the Seller in writing or unless the Buyer has a current credit account with the Seller, the price of the Goods and any additional charges will be paid in sterling in full at the time of acceptance by the Buyer of the Quotation or at the point of submission of the Online Order (as the case may be), but if full payment is not made at this time, the Seller shall have the right to require full payment at any time thereafter. Full payment must in any event be made by the Buyer no later than the date of delivery of the Goods.
    8.2 Unless otherwise agreed by the Seller in writing, payment for Goods supplied on a credit account which the Buyer has with the Seller shall become due and payable not later than the last day of the month following the month of delivery of the Goods. 8.2 Time for payment shall be of the essence. 8.3 No payment shall be deemed to have been received until the Seller has received cleared funds.
    8.4 All payments payable to the Seller under the Contract shall become due immediately on its termination. 8.5 The Buyer shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Buyer has a valid court order requiring an amount equal to such deduction to be paid by the Seller to the Buyer. The Buyer shall not be entitled to withhold any payments due under the Contract because of a disputed claim of any nature. 8.6 If the Buyer fails to pay the Seller any sum due pursuant to the Contract: 8.6.1 the Buyer shall be liable to pay interest to the Seller at the monthly rate of 2%, or at the rate of 4% per annum above the Royal Bank of Scotland base rate from time to time in force, whichever is the higher, on all items payable by the Buyer from the date on which the sum became payable until payment in full has been received by the Seller, but the Seller also reserves the right to interest under the Late Payment of Commercial Debts (Interest) Act 1998; and 8.6.2 the Seller shall be entitled to suspend or cancel all future deliveries of Goods to the Buyer. 8.7 In the event that any variation is agreed between the Seller and the Buyer regarding payment terms, which results in credit terms being extended to the Buyer, any such variation will cease and the amount of any debt owed will be payable forthwith on the occurrence of any of the matters set out in condition 11.1 (a) to (o) below. 8.8 Without prejudice to any other right or remedy of the Seller any payment by the Buyer, which results in a cheque being referred to the drawer for whatever reason, will incur a charge of £50.00 plus VAT per cheque payable by the Buyer. 8.9 The Seller may apply all or any part of any sum owing by the Seller, its subsidiaries or associates to the Buyer in relation to any matter in or towards payment of any sum owing to the Seller by the Buyer. For this purpose references to the Seller or the Buyer include any company which is a holding company, subsidiary or associate of the Seller or the Buyer respectively. 8.10 The Seller shall be entitled to close or suspend any credit account which the Buyer has with the Seller at any time, in its sole discretion. In that event, the balance of the account shall be payable forthwith by the Buyer to the Seller. 8.11 The Seller may appropriate any payment made by the Buyer to the Seller against amounts that are owed by the Buyer to the Seller for the longest period not withstanding any prior appropriation of that payment by the Buyer.
  9. QUALITY 9.1 The Seller warrants that (subject to the other provisions of these conditions) on delivery the Goods shall: (a) be of satisfactory quality within the meaning of the Sale of Goods Act 1979; and (b) be reasonably fit for any particular purpose for which the Goods are being bought if the Buyer has made known that purpose to the Seller in writing and the Seller has confirmed in writing that it is reasonable for the Buyer to rely on the skill and judgement of the Seller. For the avoidance of doubt, the warranties given in this condition 9.1 are given in lieu of and exclude the operation of the implied terms as to satisfactory quality and fitness for purpose in the Sale of Goods Act 1979, to the fullest extent permitted by law. 9.2 The Seller shall not be liable for a breach of any of the warranties in condition 9.1 unless: (a) the Buyer gives written notice of the defect to the Seller within 14 days of the time when the Buyer discovers or ought to have discovered the defect, whichever is the earlier; and (b) the Seller is given a reasonable opportunity after receiving the notice of the defect from the Buyer of examining such Goods and the Buyer (if asked to do so by the Seller) returns such Goods to the Seller's place of business for the examination to take place there. 9.3 The Seller shall not be liable for a breach of any of the warranties in condition 9.1 if: (a) the Buyer makes any further use of such Goods after giving such notice; or (b) the defect arises because the Buyer failed to follow the Seller's oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice; or (c) the Buyer carries out, repairs itself or brings about changes in the nature, composition or packaging of the Goods delivered, or has these carried out or brought about by third parties, or if the Goods delivered are used improperly or for any purpose other than that for which they are meant and/or stored improperly or contrary to any agreed or legal regulations or if the defect of the Goods can be ascribed to the other party in any way. 9.4 Subject to conditions 9.2 and 9.3 above, if any of the Goods do not conform with any warranties in condition 9.1 above, the Seller shall at its option (and in its sole discretion) replace such Goods (or the defective part) or refund the price of such Goods by paying to the Buyer an amount (calculated by the Seller in its sole discretion) equal to the amount which was or is to be invoiced by the Seller to the Buyer in respect of such Goods provided that, if requested, the Buyer shall return the Goods or the part of such Goods which is defective to the Seller. 9.5 If the Seller complies with condition 9.4 above it shall have no further liability for a breach of any of the warranties in condition 9.1 above in respect of such Goods and any Goods replaced shall belong to the Seller.
  10. LIMITATION OF LIABILITY 10.1 Subject to conditions 4, 5 and 9 above, the following provisions set out the entire financial liability of the Seller (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of: (a) any breach of these conditions; (b) any use made or resale by the Buyer of any of the Goods, or of any product incorporating any of the Goods; and (c) any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract. 10.2 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979 or section 2(3) of the Supply of Goods and Services Act 1982, whichever Act applies to the Contract) are, to the fullest extent permitted by law, excluded from the Contract. 10.3 Nothing in these conditions excludes or limits the liability of the Seller: (a) for death or personal injury caused by the Seller's negligence; or (b) under section 2(3) of the Consumer Protection Act 1987; or (c) for any matter which it would be illegal to attempt to exclude its liability; or (d) for fraud or fraudulent misrepresentation. 10.4 Subject to condition 10.2 above and condition 10.3 above the Seller's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the Price. 10.5 Subject to condition 10.2 above and condition 10.3 above the Seller shall not be liable to the Buyer for loss of profit, loss of business, or depletion of goodwill in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.
  11. TERMINATION 11.1 The Seller may terminate the Contract without liability to the Buyer immediately (or following such period as it sees fit) cancel any outstanding delivery or deliveries and/or stop any Goods in transit, by giving notice to the Buyer if: (a) the Buyer fails to pay any amount due under the Contract on the date for payment and remains in default for more than 7 days; or (b) the Buyer commits a breach of any term of the Contract and (if remediable) fails to remedy that breach in 14 days; or (c) the Buyer repeatedly breaches any of the Contract in such a manner as to reasonably justify the opinion that its conduct is inconsistent with having the intention or ability to give effect to the terms of the Contract; or (d) the Buyer suspends or threatens to suspend payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed either unable to pay its debts (being a company within the meaning of section 123 of the Insolvency Act 1986) or as having no reasonable prospect of so doing within the meaning of section 268 of the Insolvency Act 1986 or in the case of a partnership has any partner to whom foregoing applies; or (e) the Buyer commences negotiations with any of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors; or (f) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Buyer; or (g) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Buyer; or (h) a floating charge holder over the assets of the Buyer has become entitled to appoint or has appointed an administrative receiver; or (i) a person becomes entitled to appoint a receiver over the assets of the Buyer or a receiver is appointed over the assets of the Buyer; or (j) the Buyer, being an individual, is the subject of a bankruptcy petition or order; or (k) a creditor or encumbrancer of the Buyer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days; or (l) any event occurs, or proceeding is taken, with respect to the Buyer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in condition 11.1(d) to condition 11.1(k) (inclusive); or (m) the Buyer suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; or (n) the Buyer, being an individual, dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation; or (o) there is a change of control of the Buyer. 11.2 In the event of termination in accordance with condition 11.1 above or of any order being cancelled by the Buyer, the Buyer shall indemnify the Seller against all loss (including profits) costs (including labour and overheads) and all other expenses and damages reasonably and properly incurred by the Seller in connection with the Contract and its termination.
  12. ASSIGNMENT 12.1 The Seller may freely assign its rights and/or obligations under the Contract or any part of it to any person, firm or company. 12.2 The Buyer shall not be entitled to assign its rights and/or obligations under the Contract without the prior written consent of the Seller. The Seller shall not be deemed to have accepted an assignment of the Contract due to any circumstance or pursuant to any act or omission of the Seller including, without limitation, the acceptance of payments or obligations under the Contract from a third party.
  13. FORCE MAJEURE The Seller reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Goods ordered by the Buyer (without liability to the Buyer) if it is materially prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Seller including, without limitation, acts of God, governmental or regulatory actions (including orders preventing the movement of Goods), changes in legislation or codes of practice, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party's workforce), failure of sub-contractors or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, provided that, if the event in question continues for a continuous period in excess of six months, the Buyer shall be entitled to give notice in writing to the Seller to terminate the Contract forthwith.
  14. RETURNS POLICY 14.1 Subject to 14.2 below, without prejudice to conditions 4, 5, 9 and 10 above or the statutory rights of the Buyer: (a) any Goods returned which are not included in the Seller’s catalogue and have been obtained by the Seller at the request of the Buyer will only be refunded in the absolute discretion of the Seller; (b) in respect of any Goods returned where Orders are placed via mail, phone, fax or the internet, which have been cancelled within seven days of receiving the Goods, the Seller will refund the price of the Goods in full; (c) where an Order has been cancelled within 28 days of receiving the Goods, the Seller will examine the returned Goods within a reasonable time. Where Goods are found to be defective, the price of the Goods will be refunded in full; and (d) where Goods returned in accordance with condition 14.1(c) above are found not to be defective, the Seller reserves the right to deduct a re-stocking charge of 20% of the Price of the Goods from any refund to the Buyer. 14.2 Subject to 14.1 above, within 7 days of the day after the day of delivery of the Goods to the Buyer, the Buyer shall be entitled to cancel the Contract, return the Goods and receive a full refund provided that the Goods have not been used in any way, are in the same good condition in which they were received by the Buyer and are returned to the Seller. In such event, the Buyer shall be responsible for the costs of returning the Goods and shall indemnify the Seller promptly on demand from and against all and any such costs. If the Seller collects the Goods, the Seller retains the right to charge the Buyer for any direct costs associated with the return of the Goods.
    14.3 All Goods must be returned unused, in their original packaging and in a re-saleable condition (to be determined in the Seller's absolute discretion) and the Buyer will be responsible for the costs of returning the Goods to the Seller. Costs of delivery to the Buyer (if any) will not be refunded.
  15. GENERAL 15.1 Each right or remedy of the Seller under the Contract is without prejudice to any other right or remedy of the Seller. 15.2 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect. 15.3 Failure or delay by the Seller in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract. 15.4 Any waiver by the Seller of any breach of, or any default under, any provision of the Contract by the Buyer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract. 15.5 The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the Scottish courts.
  16. COMMUNICATIONS 16.1 All communications between the parties about the Contract shall be in writing and delivered by hand or sent by pre-paid first class post or sent by fax: (a) (in case of communications to the Seller) to its principal place of business or such changed address as shall be notified to the Buyer by the Seller; or (b) (in the case of the communications to the Buyer) to the registered office of the addressee (if it is a company) or (in any other case) to any address of the Buyer set out in any document which forms part of the Contract or such other address as shall be notified to the Seller by the Buyer. 16.2 Communications shall be deemed to have been received: (a) if sent by pre-paid first class post, two days (excluding Saturdays, Sundays and holidays) after posting (exclusive of the day of posting); or (b) if delivered by hand, on the day of delivery; or (c) if sent by fax on a working day prior to 4.00 pm, at the time of transmission, otherwise the next working day. 16.3 Communications addressed to the Seller shall be marked for the attention of a director or the directors of the Seller.
  17. CONFIDENTIALITY The Buyer and the Seller shall each keep confidential and shall not without the prior consent in writing of the other disclose to any third-party any technical or commercial information which it has acquired from the other as a result of discussions, negotiations and other communications between them relating to the Goods and the Contract.
  18. GOVERNING LAW These terms and conditions and the Contract shall be construed in accordance with Scots law. Any proceedings relating to any dispute arising under or in connection with these terms and conditions or the Contract shall be brought exclusively in the Scottish courts and the Seller and the Buyer hereby agree to submit to the exclusive jurisdiction of the Scottish courts in respect of any such dispute.
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