1. Application of Terms and Conditions 

1.1 The Supplier shall supply and the Customer shall purchase the Goods and  Services in accordance with the accepted order which shall be subject to  these Terms and Conditions; and 

1.2 The Contract shall be to the exclusion of any other terms and conditions  subject to which any such quotation is accepted or purported to be accepted,  or any such order is made or purported to be made, by the Customer. 

2. Definitions and Interpretation 

2.1 In these Terms and Conditions, unless the context otherwise requires, the  following expressions have the following meanings: 

“Business Day” means any day other than a Saturday, Sunday or bank  holiday; 

“Commencement Date” means the commencement date for the Contract as set  out in the accepted order; 

“Confidential  Information” 

means, in relation to either Party, information which is  disclosed to that Party by the other Party pursuant to or  in connection with this Agreement (whether orally or in  writing or any other medium, and whether or not the  information is expressly stated to be confidential or  marked as such); 

“Contract” means the contract for the purchase and sale of the  Goods and supply of the Services under these Terms 

and Conditions; 

“Contract Price” means the price stated in the Contract payable for the  Goods; 

“Customer” means the person who accepts a quotation or offer of the  Supplier for the sale of the Goods and supply of the 

Services, or whose order for the Goods and Services is 

accepted by the Supplier; 

“Delivery Date” means the date on which the Goods are to be delivered  as stipulated in the Customer’s order and accepted by 

the Supplier; 

“Goods” means the goods (including any instalment of the goods  or any parts for them) which the Supplier is to supply in 

accordance with these Terms and Conditions; 

“Month” means a calendar month; 

“Services” means the Services to be provided to the Customer as  set out in the accepted order and

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“Supplier” means Arlington Contract Furniture, Arlington  International Agencies, Wilson Fink Manchester LLP, 

Beeck (UK) Ltd, Arlington Turi Ltd or Arlington Marketing 

Ltd which are businesses, partnerships or companies 

registered in England trading from 2 Limewood Road 

Leeds LS14 1LU and includes all employees and agents 

of these legal entities. 

2.1 Unless the context otherwise requires, each reference in these Terms and  Conditions to: 

2.1.1 “writing”, and any cognate expression, includes a reference to any  communication effected by electronic or facsimile transmission or  similar means; 

2.1.2 a statute or a provision of a statute is a reference to that statute or  provision as amended or re-enacted at the relevant time; 

2.1.3 “these Terms and Conditions” is a reference to these Terms and  Conditions and any Schedules as amended or supplemented at the  relevant time; 

2.1.4 a Schedule is a schedule to these Terms and Conditions; and 

2.1.5 a Clause or paragraph is a reference to a Clause of these Terms and  Conditions (other than the Schedules) or a paragraph of the relevant  Schedule. 

2.1.6 a “Party” or the “Parties” refer to the parties to these Terms and  Conditions. 

2.2 The headings used in these Terms and Conditions are for convenience only  and shall have no effect upon the interpretation of these Terms and  Conditions. 

2.3 Words imparting the singular number shall include the plural and vice versa. 2.4 References to any gender shall include the other gender. 

3. Basis of Sale and Service 

3.1 The Supplier’s employees or agents are not authorised to make any  representations concerning the Goods and/or Services unless confirmed by  the Supplier in writing. In entering into the Contract the Customer acknowledges that it does not rely on, and waives any claim for breach of, any  such representations which are not so confirmed. 

3.2 No variation to these Terms and Conditions shall be binding unless agreed in  writing between the authorised representatives of the Customer and the  Supplier. 

3.3 Sales literature, price lists and other documents issued by the Supplier in  relation to the Goods and Services are subject to alteration without notice and  do not constitute offers to sell the Goods which are capable of acceptance.  No contract for the sale of the Goods and Services shall be binding on the  Supplier unless the Supplier has issued a quotation which is expressed to be  an offer to sell the Goods and Services or has accepted an order placed by  the Customer by whichever is the earlier of: 

3.3.1 the Supplier’s written acceptance;

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3.3.2 delivery of the Goods; 

3.3.3 provision of the Services; or 

3.3.4 the Supplier’s invoice. 

3.4 Any typographical, clerical or other accidental errors or omissions in any sales  literature, quotation, price list, acceptance of offer, invoice or other document  or information issued by the Supplier shall be subject to correction without any  liability on the part of the Supplier. 

4. The Goods 

4.1 No order submitted by the Customer shall be deemed to be accepted by the  Supplier unless and until confirmed in writing by the Supplier's authorised  representative. 

4.2 The specification for the Goods shall be that set out in the Supplier’s sales  documentation unless varied expressly in the Customer’s order (if such  variations is/are accepted by the Supplier). The Goods will only be supplied in  the minimum units thereof stated in the Supplier’s price list or in multiples of  those units. Orders received for quantities other than these will be adjusted  accordingly. 

4.3 Illustrations, photographs or descriptions whether in catalogues, brochures,  price lists or other documents issued by the Supplier are intended as a guide  only and shall not be binding on the Supplier. 

4.4 The Supplier reserves the right to make any changes in the specification of the  Goods which are required to conform with any applicable safety or other  statutory or regulatory requirements or, where the Goods are to be supplied to  the Customer’s specification, which do not materially affect their quality or  performance. 

4.5 No order which has been accepted by the Supplier may be cancelled by the  Customer except with the agreement in writing of the Supplier on the terms  that the Customer shall indemnify the Supplier in full against all loss (including  loss of profit), costs (including the cost of all labour and materials used),  damages, charges and expenses incurred by the Supplier as a result of such 

cancellation. 

5. The Services 

5.1 With effect from the Commencement Date the Supplier shall, in consideration  of the price being paid in accordance with Clauses 6 and 7 will provide the  Services expressly identified in the accepted order The Supplier will use  reasonable care and skill to perform the Services identified in the accepted  order The Supplier shall use its reasonable endeavours to complete its  obligations under the Contract, but time will not be of the essence in the  performance of such obligations. 

6. Price 

6.1 The price of the Goods and Services shall be the price listed in the Supplier’s price list current at the date of acceptance of the Customer’s order or such  other price as may be agreed in writing by the Supplier and the Customer.

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6.2 Where the Supplier has quoted a price for the Goods other than in accordance  with the Supplier’s published price list the price quoted shall be valid for 30 days only or such lesser time as the Supplier may specify. 

6.3 The Supplier reserves the right, by giving written notice to the Customer at any  time before delivery or provision, to increase the price of the Goods and/or  Services to reflect any increase in the cost to the Supplier which is due to any  factor beyond the control of the Supplier (including, without limitation, any  foreign exchange fluctuation, currency regulation, alteration of duties,  significant increase in the costs of labour, materials or other costs of  manufacture), any change in delivery dates, quantities or specifications for the  Goods and services which are requested by the Customer, or any delay  caused by any instructions of the Customer or failure of the Customer to give  the Supplier adequate information or instructions. 

6.4 Except as otherwise stated under the terms of any accepted order or in any  price list of the Supplier, and unless otherwise agreed in writing between the  Customer and the Supplier, all prices are exclusive of the Supplier’s charges  for packaging and transport. 

6.5 The price is exclusive of any applicable value added tax, excise, sales taxes  or levies of a similar nature which are imposed or charged by any competent  fiscal authority in respect of the Goods and Services, which the Customer shall be additionally liable to pay to the Supplier. 

7. Payment 

7.1 Subject to any special terms agreed in writing between the Customer and the  Supplier, the Supplier shall invoice the Customer for the price of the Goods  and Services at any time before delivery of the Goods and/or the Provision of  the Services (as applicable), unless, in the case of Goods, the Goods are to  be collected by the Customer or the Customer wrongfully fails to take delivery  of the Goods, in which event the Supplier shall be entitled to invoice the  Customer for the price at any time after the Supplier has notified the Customer  that the Goods are ready for collection or (as the case may be) the Supplier  has tendered delivery of the Goods. 

7.2 The Customer shall pay the price of the Goods (less any discount or credit  allowed by the Supplier, but without any other deduction, credit or set off)  within 3 Business Days of the date of the Supplier’s invoice or otherwise in  accordance with such credit terms as may have been agreed in writing  between the Customer and the Supplier in respect of the Contract. Payment  shall be made on the due date notwithstanding that delivery or provision may  not have taken place and/or that the property in the Goods has not passed to  the Customer. The time for the payment of the price shall be of the essence  of the Contract. Receipts for payment will be issued only upon request. 

7.3 All payments shall be made to the Supplier as indicated on the form of  acceptance or invoice issued by the Supplier. 

7.4 The Supplier is not obliged to accept orders from any customer or buyer who  has not supplied the Supplier with references satisfactory to the Supplier. If at  any time the Supplier is not satisfied as to the creditworthiness of the  Customer it may give notice in writing to the Customer that no further credit  will be allowed to the Customer in which event no further goods or services  will be delivered or provided to the Customer other than against cash payment  and notwithstanding sub-Clause 7.2 of these conditions, all amounts owing by 

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the Customer to the Supplier shall be immediately payable in cash. 

8. Delivery and Performance 

8.1 Delivery of the Goods shall be made by the Supplier delivering the Goods to  the place in the United Kingdom specified in the accepted order or, if no place  of delivery is so specified, by the Customer collecting the Goods at the  Supplier’s premises at any time after the Supplier has notified the Customer  that the Goods are ready for collection.. 

8.2 The Delivery Date is approximate only and time for delivery shall not be of the  essence unless previously agreed by the Supplier in writing. The Goods may  be delivered by the Supplier in advance of the Delivery Date upon giving  reasonable notice to the Customer. 

8.3 If the Customer fails to take delivery of the Goods or any part of them on the  Delivery Date and/or fails to provide any instructions, documents, licences,  consents or authorisations required to enable the Goods to be delivered on  that date, the Supplier shall be entitled upon giving written notice to the  Customer to store or arrange for the storage of the Goods and then  notwithstanding the provisions of sub-Clause 10.1 risk in the Goods shall pass  to the Customer, delivery shall be deemed to have taken place and the  Customer shall pay to the Supplier all costs and expenses including storage  and insurance charges arising from such failure. 

8.4 With effect from the Commencement Date the Supplier shall, in consideration  of the price being paid in accordance with these Terms and Conditions and  the accepted order provide the Services expressly identified in the accepted  order. 

9. Non-Delivery of Goods and Services 

9.1 If the Supplier fails to deliver the Goods or provide the Services or any of them  on the Delivery Date (or Commencement Date, as appropriate) other than for  reasons outside the Supplier's reasonable control or the Customer’s or its  carrier’s fault: 

9.1.1 if the Supplier delivers the Goods and/or provides the Services at any  time thereafter the Supplier shall have no liability in respect of such late  delivery; or 

9.1.2 if the Customer gives written notice to the Supplier within 5 Business  Days after the Delivery Date (or Commencement Date, as appropriate)  and the Supplier fails to deliver the Goods and/or Services within 30 Business Days after receiving such notice the Customer may cancel  the order and the Supplier’s liability shall be limited to the excess (if  any) of the cost to the Customer (in the cheapest available market) of  similar goods or services to those not delivered or provided over the  price of the Goods or Services not delivered or provided. 

10. Risk and Retention of Title 

10.1 Risk of damage to or loss of the Goods shall pass to the Customer at:

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10.1.1 in the case of Goods to be delivered at the Supplier’s premises, the  time when the Supplier notifies the Customer that the Goods are  available for collection; 

10.1.2 in the case of Goods to be delivered otherwise than at the Supplier’s  premises, the time of delivery or, if the Customer wrongfully fails to  take delivery of the Goods, the time when the Supplier has tendered  delivery of the Goods; or 

10.1.3 in the case of Goods being installed by the Supplier, the time that the  Supplier notifies the Customer that the installation is complete. 

10.2 Notwithstanding delivery and the passing of risk in the Goods, or any other  provision of these Terms and Conditions, legal and beneficial title to the  Goods shall not pass to the Customer until the Supplier has received in cash  or cleared funds payment in full of the price of the Goods. 

10.3 Sub-Clause 10.2 notwithstanding, legal and beneficial title of the Goods shall  not pass to the Customer until the Supplier has received in cash or cleared  funds payment in full of the price of the Goods and any other goods supplied  by the Supplier and the Customer has repaid all moneys owed to the Supplier,  regardless of how such indebtedness arose. This clause covers monies owed  to any of the supplying entities named in 2.1 as The Supplier irrespective of  which entity supplied the Goods. 

10.4 Until payment has been made to the Supplier in accordance with these  Conditions and title in the Goods has passed to the Customer, the Customer shall be in possession of the Goods as bailee for the Supplier and the  Customer shall store the Goods separately and in an appropriate environment,  shall ensure that they are identifiable as being supplied by the Supplier and  shall insure the Goods against all reasonable risks. 

10.5 In the event that the Customer sells or transfers the Goods to a third party  before legal and beneficial title has passed to him under these Terms and  Conditions, the proceeds of the sub-sale or transfer (or such proportion as is  due to the Supplier) shall be held by the Customer on behalf of the Supplier.  The Customer shall ensure that such moneys are held separately from, and  are in no way mixed with, any other moneys or funds, and that all moneys held  on the Supplier’s behalf are identified as such. 

10.6 If the Goods are manufactured into another form or are used in the process of  manufacturing other goods, the Supplier shall acquire legal and beneficial title  to the resulting goods, or a proportion of the title equal to the contribution  made to the resulting goods by the Goods. 

10.7 The Supplier may, in accordance with the provisions of the Companies Act  2006, register any charge created by these Conditions. 

10.8 The Customer shall not be entitled to pledge or in any way charge by way of  security for any indebtedness any of the Goods which remain the property of  the Supplier, but if the Customer does so all money owing by the Customer to  the Supplier shall (without prejudice to any other right or remedy of the  Supplier) forthwith become due and payable. 

10.9 The Supplier reserves the right to repossess any Goods in which the Supplier  retains title without notice. The Customer irrevocably authorises the Supplier  to enter the Customer’s premises during normal business hours for the  purpose of repossessing the Goods in which the Supplier retains title and  inspecting the Goods to ensure compliance with the storage and identification  requirements of sub-Clause 10.4.

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10.10 The Customer’s right to possession of the Goods in which the Supplier  maintains legal and beneficial title shall terminate if: 

10.10.1the Customer commits or permits any material breach of his  obligations under these Conditions; 

10.10.2The Customer enters into a voluntary arrangement under Parts I or VIII  of the Insolvency Act 1986, the Insolvent Partnerships Order 1994 (as  amended), or any other scheme or arrangement is made with his  creditors; 

10.10.3the Customer is or becomes the subject of a bankruptcy order or takes  advantage of any other statutory provision for the relief of insolvent  debtors; 

10.10.4the Customer convenes any meeting of its creditors, enters into  voluntary or compulsory liquidation, has a receiver, manager,  administrator or administrative receiver appointed in respect of its  assets or undertaking or any part thereof, any documents are filed with  the court for the appointment of an administrator in respect of the  Customer, notice of intention to appoint an administrator is given by the  Customer or any of its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 of the Insolvency  Act 1986), a resolution is passed or petition presented to any court for  the winding up of the Customer or for the granting of an administration  order in respect of the Customer, or any proceedings are commenced  relating to the insolvency or possible insolvency of the Customer. 

11. Assignment 

11.1 The Supplier may assign the Contract or any part of it to any person, firm or  company without the prior written consent of the Customer. 

11.2 The Customer shall not be entitled to assign the Contract or any part of it  without the prior written consent of the Supplier. 

12. Defective Goods 

12.1 If on delivery any of the Goods are defective in any material respect and either  the Customer lawfully refuses delivery of the defective Goods or, if they are  signed for on delivery as “condition and contents unknown” the Customer gives written notice of such defect to the Supplier within 5 Business Days of  such delivery, the Supplier shall at its option: 

12.1.1 replace the defective Goods within 30 Business Days of receiving the  Customer’s notice; or 

12.1.2 refund to the Customer the price for those Goods (of parts thereof, as  appropriate) which are defective; 

but the Supplier shall have no further liability to the Customer in respect  thereof and the Customer may not reject the Goods if delivery is not refused or  notice given by the Customer as set out. 

12.2 No Goods may be returned to the Supplier without the prior agreement in  writing of the Supplier. Subject thereto any Goods returned which the Supplier is satisfied were supplied subject to defects of quality or condition which would  not be apparent on inspection shall either be replaced free of charge or, at the 

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Supplier’s sole discretion the Supplier shall refund or credit to the Customer the price of such defective Goods but the Supplier shall have no further liability  to the Customer. 

12.3 The Supplier shall be under no liability in respect of any defect arising from fair  wear and tear, or any wilful damage, negligence, subjection to normal  conditions, failure to follow the Supplier’s instructions (whether given orally or  in writing), misuse or alteration of the Goods without the Supplier’s prior  approval, or any other act or omission on the part of the Customer, its  employees or agents or any third party. 

12.4 Goods, other than defective Goods returned under sub-Clauses 12.1 or 12.2,  returned by the Customer and accepted by the Supplier may be credited to the  Customer at the Supplier’s sole discretion and without any obligation on the  part of the Supplier. 

12.5 Subject as expressly provided in these Terms and Conditions, and except  where the Goods are sold under a consumer sale, all warranties, conditions or  other terms implied by statute or common law are excluded to the fullest  extent permitted by law. 

12.6 The Customer shall be responsible for ensuring that, except to the extent that  instructions as to the use or sale of the Goods are contained in the packaging  or labelling of the Goods, any use or sale of the Goods by the Customer is in  compliance with all applicable statutory requirements and that handling and  sale of the Goods by the Customer is carried out in accordance with directions  given by the Supplier or any competent governmental or regulatory authority  and the Customer will indemnify the Supplier against any liability loss or  damage which the Supplier might suffer as a result of the Customer’s failure to  comply with this condition. 

13. Customer's Default 

13.1 If the Customer fails to make any payment on the due date then, without  prejudice to any other right or remedy available to the Supplier, the Supplier shall be entitled to: 

13.1.1 cancel the order or suspend any further deliveries or provision of  Goods and Services to the Customer; 

13.1.2 appropriate any payment made by the Customer to such of the Goods and/or Services (or the goods and/or services supplied under any other  contract between the Customer and the Supplier) as the Supplier may  think fit (notwithstanding any purported appropriation by the Customer);  and 

13.1.3 charge the Customer interest (both before and after any judgement) on  the amount unpaid, at the rate of 8% per annum above NatWest Bank base rate from time to time, until payment in full is made (a part of a  month being treated as a full month for the purpose of calculating  interest). 

13.2 This condition applies if: 

13.2.1 the Customer fails to perform or observe any of its obligations  hereunder or is otherwise in breach of the Contract; 

13.2.2 the Customer becomes subject to an administration order or enters into  a voluntary arrangement under Parts I or VIII of the Insolvency Act 

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1986 or the Insolvent Partnerships Order 1994 (as amended) or (being  an individual or firm) becomes bankrupt or (being a company) goes into  liquidation; 

13.2.3 an encumbrancer takes possession, or a receiver is appointed, of any  of the property or assets of the Customer; or 

13.2.4 the Customer ceases, or threatens to cease, to carry on business; or 

13.2.5 the Supplier reasonably apprehends that any of the events mentioned  above is about to occur in relation to the Customer and notifies the  Customer accordingly. 

13.3 If sub-Clause 13.2 applies then, without prejudice to any other right or remedy  available to the Supplier, the Supplier shall be entitled to cancel the Contract  or suspend any further deliveries under the Contract without any liability to the  Customer, and if the Goods have been delivered but not paid for the price  shall become immediately due and payable notwithstanding any previous  agreement or arrangement to the contrary. 

14. Liability 

14.1 The Supplier will not by reason of any representation, implied warranty,  condition or other term, or any duty at common law or under express terms of  the Contract (or these Terms and Conditions), be liable for any loss of profit or  any indirect, special or consequential loss, damage, costs, expenses or other  claims (whether caused by the Supplier’s servants or agents or otherwise)  which arise out of or in connection with the supply of the Goods and Services. 

14.2 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)  are, to the fullest extent permitted by law, excluded from the Contract. 

14.3 The Customer shall indemnify the Supplier against all damages, costs, claims  and expenses suffered by the supplier, arising from loss or damage to any  equipment (including that of third parties) caused by the Customer, its agents  or employees. 

14.4 Where the Customer consists of two or more persons such expression  throughout shall mean and include such two or more persons and each or any  of them. All obligations on the part of such a Customer shall be joint and  several obligations of such persons. 

14.5 The Supplier shall not be liable to the Customer or be deemed to be in breach  of these terms and conditions by reason of any delay in performing, or any  failure to perform, any of the Supplier’s obligations if the delay or failure was  due to any cause beyond the Supplier’s reasonable control. 

14.6 Nothing in these Terms and Conditions excludes or limits the liability of the  Supplier: 

14.6.1 for death or personal injury caused by the Supplier’s negligence; 

14.6.2 for any matter which it would be illegal for the Supplier to exclude or  attempt to exclude its liability; or 

14.6.3 for fraud or fraudulent misrepresentation. 

14.7 Subject to the remaining provisions of this Clause 14:

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14.7.1 the Supplier’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 Contract Price; and 

14.7.2 the Supplier shall not be liable to the Customer for any pure economic  loss, loss of profit, loss of business, depletion of goodwill or otherwise,  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. 

15. Confidentiality 

15.1 Each Party undertakes that, except as provided by sub-Clause 15.2 or as  authorised in writing by the other Party, it shall, at all times during the  continuance of the Contract and for 1 week after its termination: 

15.1.1 keep confidential all Confidential Information; 

15.1.2 not disclose any Confidential Information to any other person; 

15.1.3 not use any Confidential Information for any purpose other than as  contemplated by and subject to these Terms and Conditions and the  Contract; 

15.1.4 not make any copies of, record in any way or part with possession of  any Confidential Information; and 

15.1.5 ensure that none of its directors, officers, employees, agents or  advisers does any act which, if done by that Party, would be a breach  of the provisions of sub-clauses 15.1.1 to 15.1.4 above. 

15.2 Either Party may: 

15.2.1 disclose any Confidential Information to: 

15.2.1.1 any sub-contractor or supplier of that Party; 

15.2.1.2 any governmental or other authority or regulatory body; or 

15.2.1.3 any employee or officer of that Party or of any of the  aforementioned persons, parties or bodies; 

to such extent only as is necessary for the purposes contemplated by  these Terms and Conditions and the Contract, or as required by law,  and in each case subject to that Party first informing the person, party  or body in question that the Confidential Information is confidential and  (except where the disclosure is to any such body as is mentioned in  sub-Clause 15.2.1.2 above or any employee or officer of any such  body) obtaining and submitting to the other Party a written undertaking  from the person in question, as nearly as practicable in the terms of  this Clause 15, to keep the Confidential Information confidential and to  use it only for the purposes for which the disclosure is made; and 

15.2.2 use any Confidential Information for any purpose, or disclose it to any  other person, to the extent only that it is at the date of the Contract, or  at any time after that date becomes, public knowledge through no fault  of that Party, provided that in doing so that Party does not disclose any  part of that Confidential Information which is not public knowledge. 

15.3 The provisions of this Clause 15 shall continue in force in accordance with 

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their terms, notwithstanding the termination of the Contract for any reason. 

16. Communications 

16.1 All notices under these Terms and Conditions and under the Contract shall be  in writing and be deemed duly given if signed by, or on behalf of, a duly  authorised officer of the Party giving the notice. 

16.2 Notices shall be deemed to have been duly given: 

16.2.1 when delivered, if delivered by courier or other messenger (including  registered mail) during the normal business hours of the recipient; or 

16.2.2 when sent, if transmitted by facsimile or e-mail and a successful  transmission report or return receipt is generated; or 

16.2.3 on the fifth business day following mailing, if mailed by national  ordinary mail, postage prepaid; or 

16.2.4 on the tenth business day following mailing, if mailed by airmail,  postage prepaid. 

16.3 All notices under this Agreement shall be addressed to the most recent  address, e-mail address, or facsimile number notified to the other Party. 

17. Force Majeure 

Neither Party shall be liable for any failure or delay in performing their obligations  where such failure or delay results from any cause that is beyond the reasonable  control of that Party. Such causes include, but are not limited to: power failure,  Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms,  earthquakes, acts of terrorism, acts of war, governmental action or any other event  that is beyond the control of the Party in question. 

18. Waiver 

The Parties agree that no failure by either Party to enforce the performance of any  provision in these Terms and Conditions or under the Contract shall constitute a  waiver of the right to subsequently enforce that provision or any other provision.  Such failure shall not be deemed to be a waiver of any preceding or subsequent  breach and shall not constitute a continuing waiver. 

19. Severance 

The Parties agree that, in the event that one or more of the provisions of these Terms  and Conditions or the Contract are found to be unlawful, invalid or otherwise  unenforceable, that / those provisions shall be deemed severed from the remainder of  these Terms and Conditions (and, by extension, the Contract). The remainder of  these and the Contract shall be valid and enforceable. 

20. Third Party Rights 

A person who is not a party to the Contract shall have no rights under the Contract 

pursuant to the Contracts (Rights of Third Parties) Act 1999. 

21. Law and Jurisdiction 

21.1 These Terms and Conditions and the Contract (including any non-contractual  matters and obligations arising therefrom or associated therewith) shall be  governed by, and construed in accordance with, the laws of England and  Wales. 

21.2 Any dispute, controversy, proceedings or claim between the Parties relating to  these Terms and Conditions or to the Contract (including any non-contractual  matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.

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