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Terms and Conditions

This page was last updated on: 08.08.22

 

Terms and Conditions of Maintenance and Servicing

1. INTERPRETATION
1.1 Definitions. In these Conditions, the following definitions apply:
Breakdown Events: any defect that impairs or halts the production of heat to the buffer tank only. Any labour or parts charges attributed to issues raised by the Customer that do not impair the production of heat to the buffer tank or where the buffer is not located next to the nearest primary heating plant will be chargeable.
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Commencement Date: has the meaning set out in clause 2.2.
Conditions: these terms and conditions as amended from time to time in accordance with clause 12.
Contract: the contract between the Supplier and the Customer for the supply of Services in accordance with these Conditions.
Customer: the person or firm who purchases the Services from the Supplier.
Customer Default: has the meaning set out in clause 4.2.
Equipment Covered: Boiler, Back end protection, Expansion vessel, Safety Equipment, Pressurisation Unit, Primary Heat Meter, Primary Pipework. Where applicable Buffer tank, Fuel delivery i.e auger/stokers and suction feeds, Gas booster, Gas Burner, *Flue (biogas boilers only)
Exclusions: System Operation, Secondary Pipework, Fuel Stores (including fuel), Heat Exchangers/Manifolds or Interface Units, System Secondary Side, *Flue (Biomass boilers only), Water supply (quality & treatment), Data Network, Disposal of Ash & Non Warranty Parts.
Force Majeure Event: has the meaning given to it in clause 10.1.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world
Order: the Customer’s order for the supply of Services, as set out in the order form attached to these terms containing the Supplier’s quotation reference or the Customer’s written acceptance of the Supplier’s quotation.
Performance Location: means the location(s) where the Services will be carried out.
Services: the services supplied by the Supplier to the Customer, including but not limited to boiler servicing, boiler maintenance and reporting.
Service Schedule: a schedule detailing the Services to be provided by the Supplier, including but not limited to the Term, the Service Start Date and the Performance Location(s), as per Schedule 1.
Service Start Date: means the date on which the Supplier will start to provide the Services to the Customer.
Supplier: Shaw Renewables Limited being a company registered in England and Wales with company number 08092016 whose registered office is at Woodhouse Farm, Stopgate Lane, Simonswood, West Lancashire, L33 4YA.
Supplier Materials: has the meaning set out in clause 4.1(g).
Term: has the meaning set out in clause 3.2.
1.2 In these Conditions, the following rules apply :
(a) a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
(b) a reference to a party includes its personal representatives, successors or permitted assigns;
(c) a reference to a statute or statutory provision is a reference to such statute or statutory 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;
(d) 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; and
(e) a reference to writing or written includes e-mails.
2. BASIS OF CONTRACT
2.1 The Order constitutes an offer by the Customer to purchase Services in accordance with these Conditions.
2.2 The Order shall only be deemed to be accepted when the Supplier issues written acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date). Before a contract is offered the boiler and any other parts included in the breakdown cover must undergo a boiler service performed by the Supplier’s engineer and all required repairs, alterations and modifications of the boiler system listed in the boiler service report must be completed by the Supplier, unless stated otherwise. Only boilers with remote monitoring capabilities will be considered for acceptance under the Supplier’s standard Heat Plan contract. Depending on the age and model of the boiler, some additional equipment/software maybe required which will be charged at an additional cost.
2.3 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Supplier which is not set out in the Contract.
2.4 Any samples, drawings, descriptive matter or advertising issued by the Supplier and any illustrations or descriptions of the Services contained in the Supplier’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.
2.5 These Conditions and the attached Schedules 1 and 2 apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.6 Any quotation given by the Supplier shall not constitute an offer, and is only valid for a period of 20 Business Days from its date of issue.
3. SUPPLY OF SERVICES
3.1 The Supplier shall provide the Services to the Customer in accordance with the Order and any Service Schedule.
3.2 The Supplier shall supply the Services to the Customer from the Service Start Date and for a period of twelve months thereafter. Unless the Customer serves notice on the Supplier in accordance with clause 11 not more than six months and not less than three months before the expiry of the Term, the contract shall automatically renew for a rolling period of twelve months after expiry of the Term.
3.3 The Supplier shall use all reasonable endeavours to perform the Services on the Service Start Date and to meet any performance dates for the Services thereafter. Any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
3.4 The Supplier shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.
3.5 The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.
3.6 The product warranty offered by the Supplier covers parts only and does not cover Excluded Equipment nor delivery or labour costs. Faults found to be covered under warranty will be repaired or rectified. Where this is not possible or is un-economical a replacement will be arranged. The Supplier will send out warranty items from stock (where available) or via courier direct from the manufacturer direct to site. Faults found to be not under warranty will be quoted for prior to works being carried out. If the product is found to be faulty due to misuse or damage a report will be issued on the engineer’s findings and a quote will be issued to the Customer to replace the item.
3.7 As standard practice, the Supplier’s suppliers will request the item to be returned to them in order to carry out a full inspection of the product. If the Customer requires its system to be operational and does not wish to suffer any system down time whilst the supplier carries out an inspection on the product, a replacement part can be issued by the Supplier at a charge. If, following inspection, the product fault is found to be under warranty and not due to misuse or damage a refund will then be issued. This process usually takes between 14 to 30 days dependent on supplier timescales and specifics.
3.8 In all cases the Customer should use a tracked service so that proof of delivery can be obtained. Any warranty returns need to be packaged securely and returned in an appropriate condition, faults notwithstanding, as parts returned unduly damaged in transit will void warranty and may be charged for.
3.9 All labour and costs associated with the disconnection and/or replacement of the faulty item will be chargeable at the Supplier’s standard rates and terms or those discounted rates which the Supplier and Customer have previously agreed in writing.
3.10 The Customer shall have 5 Business Days from the performance of the Services to inform the Supplier in accordance with clause 11 in the event that the Services are not of satisfactory quality. For the purpose of this clause, the Services will be deemed of satisfactory quality if suffering from any minor and/or cosmetic defects.
3.11 Following any notice by the Customer in accordance with clause 3.10, the Supplier shall:
(a) decide not to take any action to rectify the defect in the Services upon finding that the Services comply with this clause; or
(b) at its choice, repair, re-perform or issue a reasonable refund for the price of any defect.
3.12 In absence of any notice by the Customer in accordance with clause 3.10, the Services will be deemed to have been performed satisfactorily.
4. CUSTOMER’S OBLIGATIONS
4.1 The Customer shall:
(a) ensure that the terms of the Order and/or Service Schedule are complete and accurate;
(b) co-operate with the Supplier in all matters relating to the Services;
(c) provide the Supplier, its employees, agents, consultants and subcontractors, with access to the Performance Location and other facilities including welfare facilities as reasonably required by the Supplier to provide the Services;
(d) provide the Supplier with such information and materials as the Supplier may reasonably require to supply the Services, and ensure that such information is accurate in all material respects;
(e) prepare the Performance Location for the supply of the Services if directed to do so by the Supplier;
(f) obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start; and
(g) keep and maintain all materials, equipment, documents and other property of the Supplier at the Customer’s premises in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to the Supplier, and not dispose of or use the Supplier Materials other than in accordance with the Supplier’s written instructions or authorisation;
(h) Operate and maintain the system in accordance with manufacture guidance.
(i) Ensure that the plant, plant room, fuel store and any property attached or associated with the plant room adheres to current fire regulations. This includes the safe storage of fuel and any required fire suppression equipment.
(j) for the purposes of allowing the Supplier to undertake a Boiler Service:
1) have turned the Boiler off and caused it to cool to less than thirty degrees Celsius before an engineer is due to arrive on site. If the boiler has not been allowed to cool and the engineer deems the temperature unsafe for work, labour and travel costs may be charged and a return visit required at an additional cost which is chargeable at the Supplier’s sole discretion;
2) ensure the fuel is at an appropriate level to allow maintenance and cleaning of the fuel feed to be conducted. Removal and disposal of fuel and ash is not included in the Boiler Service but dedusters, cyclones, day hoppers, filters, gas trains and burners & boosters and accessible components are included in the service; and
3) ensure that the plant room is safely accessible to the Supplier’s engineers and the area around the boiler must be clear and free from hazards. If the workspace is not safely accessible or is found to be unsafe for works to be carried out, labour and travel costs may be charged at the Supplier’s sole discretion.

4.2 If the Supplier’s performance of any of its obligations in respect of the Services is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation set out in clause 4.1:
(a) the Supplier shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays the Supplier’s performance of any of its obligations;
(b) the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this clause 4.2; and
(c) the Customer shall reimburse the Supplier on written demand for any other costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.
5. CHARGES AND PAYMENT
5.1 The charges for Services shall be set out in the Service Schedule. The Supplier shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals and third parties whom the Supplier engages in connection with the Services, including but not limited to travelling expenses, accommodation costs, subsistence and any associated expenses.
5.2 The Customer will be entitled to a free call-outs, as specified in the Service Schedule. In the event that the Customer requests any call-outs, the Supplier shall be entitled to charge for its travel time and any mileage outside of the mileage allowance, as specified in Schedule 2.
5.3 The Supplier reserves the right to increase its call out fees and hourly rates for the charges for the Services, provided that such charges cannot be increased more than once in any twelve month period and are capped at a maximum increase of 10% of the charges. The Supplier will give the Customer written notice of any such increase three months before the proposed date of the increase.
5.4 Heat Plan Boiler cover fees can be paid as an annual premium or via a monthly direct debit if the Supplier agrees to this. Any additional costs will be invoiced separately and are payable in accordance with the Supplier’s payment terms. Additional costs can be made via credit or debit card or bank transfer.
5.5 The Customer shall pay each invoice submitted by the Supplier:
(a) within 30 Business Days of the date of the invoice; and
(b) in full and in cleared funds to a bank account nominated in writing by the Supplier, and time for payment shall be of the essence of the Contract.
5.6 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
5.7 If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 4% per annum above Barclay’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
5.8 The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding except as required by law. The Supplier may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.
5.9 Should the Supplier’s engineers or workers be kept waiting by the Customer on site the Supplier may charge the Customer £42.50 per worker per hour during normal working hours of 8 am to 5pm Monday to Friday and at the hourly rate of £67.50 outside such normal working hours. Delays on sites caused by the Customer’s acts or omissions will also be charged at the hourly rate of £50 per worker.
6. INTELLECTUAL PROPERTY RIGHTS
6.1 All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by the Supplier.
6.2 The Customer acknowledges that, in respect of any third party Intellectual Property Rights in the Services, the Customer’s use of any such Intellectual Property Rights is conditional on the Supplier obtaining a written licence from the relevant licensor on such terms as will entitle the Supplier to license such rights to the Customer.
6.3 All Supplier Materials are the exclusive property of the Supplier.
7. CONFIDENTIALITY
A party shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the receiving party by the other party, its employees, agents or subcontractors, and any other confidential information concerning the disclosing party’s business, its products and services which the receiving party may obtain. The receiving party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the receiving party’s obligations under the Contract, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Contract. The receiving party may also disclose such of the disclosing party’s confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. This clause 7 shall survive termination of the Contract.
8. LIMITATION OF LIABILITY
8.1 Nothing in these Conditions shall limit or exclude the Supplier’s liability for:
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
(b) fraud or fraudulent misrepresentation; or
(c) defective products under the Consumer Protection Act 1987.
8.2 Subject to clause 8.1:
(a) the Supplier shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss or loss of Government subsidies as a result of a Breakdown Event arising under or in connection with the Contract ; and
(b) the Supplier’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the total amount payable under this Contract.
8.3 The terms implied by the Consumer Rights Act 2015 are, to the fullest extent permitted by law, excluded from the Contract.
8.4 This clause 8 shall survive termination of the Contract.
9. TERMINATION
9.1 Without limiting its other rights or remedies the Supplier may terminate the Contract by giving the Customer not less than [one] month’s written notice.
9.2 The Customer may be entitled to terminate the Contract after the Commencement Date and not less than 20 Business Days before the Service Start Date provided the Customer pays to the Supplier:
(a) the cost of any Supplier Materials ordered by the Supplier;
(b) the cost of any works already carried out by the Supplier payable at the Supplier’s standard rates without any discount or reduction or set-off.
9.3 Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if:
(a) the other party commits a material breach of its obligations under this Contract and (if such breach is remediable) fails to remedy that breach within 20 Business Days after receipt of notice in writing to do so;
(b) the other party 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 (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
(c) the other party commences negotiations with all or any class 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;
(d) 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 other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of the other party with one or more other companies or the solvent reconstruction of that other party;
(e) the other party (being an individual) is the subject of a bankruptcy petition or order;
(f) a creditor or encumbrancer of the other party 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 10 Business Days;
(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 other party (being a company);
(h) the holder of a qualifying charge over the assets of the other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
(i) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
(j) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 9.3(b) to clause 9.3(i);
(k) the other party suspends, threatens to suspend, ceases or threatens to cease to carry on, all or substantially the whole of its business;
(l) the other party’s financial position deteriorates to such an extent that in the Supplier’s opinion the Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or
(m) the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.
9.4 Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer:
9.4.1 fails to pay any amount due under this Contract on the due date for payment;
9.4.2 has allowed repairs, alterations and modifications to have been carried out by anyone other than the Supplier without the prior knowledge and consent of the Supplier;
9.4.3 continues to misuse the system that leads to defects arising;
9.4.4 continues to use the boiler in spite of a fault;
9.4.5 has knowingly given false information regarding the condition or use of the boiler to the Supplier.
9.4.6 Fails to maintain and operate the system according to manufacture guidance.
9.5 Without limiting its other rights or remedies, the Supplier may suspend the supply of Services under the Contract or any other contract between the Customer and the Supplier if the Customer fails to pay any amount due under this Contract on the due date for payment, the Customer becomes subject to any of the events listed in clause 9.3(b) to clause 9.3(m), or the Supplier reasonably believes that the Customer is about to become subject to any of them.
9.6 On termination of the Contract for any reason:
(a) the Customer shall immediately pay to the Supplier:
(1) all of the Supplier’s outstanding unpaid invoices and interest; and
(2) in respect of Services supplied but for which no invoice has yet been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt; and
(3) the cost of all parts supplied which are the subject of a warranty claim where such claim has not been agreed to or approved by the manufacturer. In the event that such claim is allowed by the manufacturer then the costs of the parts covered by the warranty will be refunded to the Customer less any administration costs or other costs incurred by the Supplier in progressing the claim;
(b) the Customer shall return all of the Supplier Materials which have not been fully paid for. If the Customer fails to do so, then the Supplier may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract;
(c) the accrued rights and remedies of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and
(d) clauses which expressly or by implication have effect after termination shall continue in full force and effect.
10. FORCE MAJEURE
10.1 For the purposes of this Contract, means an event beyond the reasonable control of the Supplier including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
10.2 The Supplier shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
10.3 If the Force Majeure Event prevents the Supplier from providing any of the Services for more than 20 Business Days, the Supplier shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Customer.
11. NOTICES
11.1 Any notice given by a party under this contract shall be in writing, signed by or on behalf of that party and sent to the relevant party at the address set out in clause 11.4
11.2 The provisions of this clause shall not apply to the service of any proceedings or other correspondence in any legal action.
11.3 A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 11.4; if sent by pre-paid first class post or other working next day delivery, at 9:00am on the second Business Day after posting; if delivered by recorded delivery, on the date and at the time of signing or if sent by email, on the next Business Day after transmission.
11.4 Notices shall be sent to:
(a) the Supplier at Woodhouse Farm, Stopgate Lane, Simonswood, West Lancashire, L33 4YA; and
(b) the Customer at its registered address or usual place of business (if different).
12. VARIATION
12.1 No variation of the Contract shall be valid or effective unless it is made in the model variation form used by the Supplier and is duly signed by or approved in writing each party, by which point it will be bound by these Conditions.
13. GENERAL
13.1 Assignment and other dealings.
(a) The Supplier may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party.
(b) The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.

13.2 Severance.
(a) 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.
(b) If one party gives notice to the other of the possibility that any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
13.3 A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor prevent or restrict its 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.
13.4 Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, nor constitute either party the agent of another party for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.
13.5 A person who is not a party to the Contract shall not have any rights to enforce its terms.
13.6 This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
13.7 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).

 

 

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Terms and Conditions of Sale – rev. 2 09.10.17

  1. Interpretation
    1. In these Conditions, the following definitions apply:

Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

Commencement Date: has the meaning set out in clause 2.2.

Conditions: these terms and conditions as amended from time to time in accordance with clause 16.6.

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

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

Customer Default: has the meaning set out in clause 8.2.

Delivery Location: has the meaning set out in clause 4.2.

Deposit : the deposit which the Customer must pay to the Supplier at the Commencement Date as specified by the Supplier when accepting the Order.

Force Majeure Event: has the meaning given to it in clause 14.1.

Goods: the goods (or any part of them) set out in the Order.

Goods Specification: any specification for the Goods based upon the manufacturer’s specifications, including any relevant plans or layout drawings, that is agreed in writing by the Customer and the Supplier.

Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world

Order: the Customer’s order for the supply of Goods and/or Services, as set out in the order form attached to these terms containing the Supplier’s quotation reference or the Customer’s written acceptance of the Supplier’s quotation.

Performance Location: means the location(s) where the Services will be carried out.

Services: the services supplied by the Supplier to the Customer, including but not limited to the installation of the Goods.

Service Schedule: a schedule detailing the Services to be provided by the Supplier, , the Service Start Date and the Performance Location(s), as per Schedule 1.

Service Start Date: means the date on which the Supplier will start to provide the Services to the Customer.

Supplier: Shaw Renewables Limited being a company registered in England and Wales with company number 08092016 whose registered office is at Woodhouse Farm, Stopgate Lane, Simonswood, West Lancashire, L33 4YA.

Supplier Materials: has the meaning set out in clause 8.1(g).

Warranty Period: has the meaning set out in clause 5.1.

  1. In these Conditions, the following rules apply :
    1. a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
    2. a reference to a party includes its personal representatives, successors or permitted assigns;
    3. a reference to a statute or statutory provision is a reference to such statute or statutory 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;
    4. 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; and
    5. a reference to writing or written includes e-mails.
  2. Basis of contract
    1. The Order constitutes an offer by the Customer to purchase Goods and/or Services in accordance with these Conditions.
    2. The Order shall only be deemed to be accepted when the Supplier issues written acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date).
    3. The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Supplier which is not set out in the Contract.
    4. Any samples, drawings, descriptive matter or advertising issued by the Supplier and any illustrations or descriptions of the Services contained in the Supplier’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Services and/or Goods described in them. They shall not form part of the Contract or have any contractual force. This is not a sale by sample.
    5. These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
    6. Any quotation given by the Supplier shall not constitute an offer, and is only valid for a period of 20 Business Days from its date of issue.
    7. All of these Conditions shall apply to the supply of both Goods and Services except where application to one or the other is specified.

Please note that clauses 3 to 6 will only apply in the event that we are supplying goods to you.

  1. Goods
    1. The Goods are described in the Supplier’s Order.
    2. To the extent that the Goods are to be manufactured in accordance with a Goods Specification supplied by the Customer, the Customer shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by the Supplier in connection with any claim made against the Supplier for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with the Supplier’s use of the Goods Specification. This clause 3.2 shall survive termination of the Contract.
    3. The Supplier reserves the right to amend the Goods Specification if required by any applicable statutory or regulatory requirements.
  2. Delivery of Goods
    1. The Supplier shall ensure that each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, all relevant Customer and Supplier reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered.
    2. The Supplier shall deliver the Goods to the location set out in the Order or such other location as the parties may agree.
    3. Delivery of the Goods shall be completed on the Goods’ arrival at the Delivery Location.
    4. Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
    5. If the Supplier fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions for the Goods or any relevant instruction related to the supply of the Goods.
    6. If the Customer fails to accept delivery of the Goods within 10 Business Days of the Supplier notifying the Customer that the Goods are ready, then except where such failure or delay is caused by a Force Majeure Event or by the Supplier’s failure to comply with its obligations under the Contract in respect of the Goods:
      1. delivery of the Goods shall be deemed to have been completed; and
      2. the Supplier shall store the Goods until delivery takes place, and charge the Customer for all related costs, expenses and insurance.
    7. If 20 Business Days after the Supplier notified the Customer that the Goods were ready for collection or delivery the Customer has not collected or accepted delivery of them, the Supplier may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods.
    8. The Supplier may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
  3. Quality of Goods
    1. The Supplier warrants that on delivery, and for a period of 12 months from the date of delivery, the Goods shall:
      1. conform in all material respects with their description and any applicable Goods Specification;
      2. be free from material defects in design, material and workmanship;
      3. be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
      4. be fit for any purpose held out by the Supplier.
    2. Subject to clause 5.3, if:
      1. the Customer gives notice in writing during the Warranty Period within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 5;
      2. the Supplier is given a reasonable opportunity of examining such Goods; and
      3. the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier’s place of business at the Customer’s cost,

the Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.

  1. The Supplier shall not be liable for the Goods’ failure to comply with the warranty in clause 5 if:
    1. the Customer makes any further use of such Goods after giving a notice in accordance with clause 5.2;
    2. the defect arises because the Customer failed to follow the Supplier’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or in the absence of the same, any good trade practice;
    3. the Customer has not obtained an independent water test from a water quality specialist prior to installation and commission to ensure the system is sufficiently protected. The advised quality of the water can be found in the manufacturer’s manuals or obtained from the manufacturer directly;
    4. the defect arises as a result of the Supplier following any drawing, design or Goods Specification supplied by the Customer;
    5. the Customer alters or repairs such Goods without the written consent of the Supplier;
    6. the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions;
    7. the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory standards.
  2. Except as provided in this clause 5, the Supplier shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in clause 5 nor in respect of the Goods’ failure to comply with applicable statutory or regulatory standards including those issued by Ofgem after the Commencement Date.
  3. The terms of these Conditions shall apply to any repaired or replacement Goods supplied by the Supplier under clause 5.2.
  1. Title and risk
    1. The risk in the Goods shall pass to the Customer when the Supplier’s courier takes possession of the Goods.
    2. Title to the Goods shall not pass to the Customer until the Supplier receives payment in full and cleared funds for the Goods and any other goods that the Supplier has supplied to the Customer in respect of which payment has become due.
    3. Until title to the Goods has passed to the Customer, the Customer shall:
      1. store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier’s property;
      2. not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
      3. maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on the Supplier’s behalf from the date of delivery;
      4. notify the Supplier immediately if it becomes subject to any of the events listed in clause 13.3(b) to clause 13.3(m); and
      5. give the Supplier such information relating to the Goods as the Supplier may require from time to time.
    4. Subject to clause 6.5, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before the Supplier receives payment for the Goods. However, if the Customer resells the Goods before that time:
      1. it does so as principal and not as the Supplier’s agent; and
      2. title to the Goods shall pass from the Supplier to the Customer immediately before the time at which resale by the Customer occurs.
    5. If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 13.3(b) to clause 13.3(m), then, without limiting any other right or remedy the Supplier may have:
      1. the Customer’s right to resell Goods or use them in the ordinary course of its business ceases immediately; and
      2. the Supplier may at any time:
        1. require the Customer to deliver up all Goods in its possession which have not been resold, or irrevocably incorporated into another product; and
        2. if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.

Please note that clauses 7 and 8 will only apply in the event that we are supplying services to you.

  1. Supply of Services
    1. The Supplier shall provide the Services to the Customer in accordance with the Order and any Service Schedule.
    2. The Supplier shall supply the Services to the Customer from the Service Start Date.
    3. The Supplier shall use all reasonable endeavours to perform the Services on the Service Start Date and to meet any performance dates for the Services thereafter. Any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
    4. The Supplier shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.
    5. The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.
    6. The Customer shall have 5 Business Days from the performance of the Services to inform the Supplier in accordance with clause 15in the event that the Services are not of satisfactory quality. For the purpose of this clause, the Services will be deemed of satisfactory quality if suffering from any minor and/or cosmetic defects.
    7. Following any notice by the Customer in accordance with clause 7.6, the Supplier shall:
      1. decide not to take any action to rectify the defect in the Services upon finding that the Services comply with this clause; or
      2. at its choice, repair, re-perform or issue a reasonable refund for the price of any defect.
    8. In absence of any notice by the Customer in accordance with clause 7.6, the Services will be deemed to have been performed in accordance with clause 7.5.
  2. Customer’s obligations
    1. The Customer shall:
      1. ensure that the terms of the Order and/or Service Schedule are complete and accurate;
      2. co-operate with the Supplier in all matters relating to the Services;
      3. obtain an independent water test from a water quality specialist prior to installation and commission to ensure the system is sufficiently protected. The advised quality of the water can be found in the manufacturer’s manuals or obtained from the manufacturer directly;
      4. provide the Supplier, its employees, agents, consultants and subcontractors, with access to the Performance Location and other facilities including welfare facilities as reasonably required by the Supplier to provide the Services;
      5. provide the Supplier with such information and materials as the Supplier may reasonably require to supply the Services, and ensure that such information is accurate in all material respects;
      6. prepare the Performance Location for the supply of the Services if directed to do so by the Supplier;
      7. obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start; and
      8. keep and maintain all materials, equipment, documents and other property of the Supplier at the Customer’s premises in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to the Supplier, and not dispose of or use the Supplier Materials other than in accordance with the Supplier’s written instructions or authorisation.
    2. If the Supplier’s performance of any of its obligations in respect of the Services is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation set out in clause 8.1:
      1. the Supplier shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays the Supplier’s performance of any of its obligations;
      2. the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this clause 8.2; and
      3. the Customer shall reimburse the Supplier on written demand for any other costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.
    3. Charges and payment
      1. The price for Goods shall be the price set out in the Order. The price of the Goods is exclusive of all costs and charges of packaging and transport of the Goods, which shall be paid by the Customer.
      2. The charges for Services shall be set out in the Service Schedule. The Supplier shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals and third parties whom the Supplier engages in connection with the Services, including but not limited to travelling expenses, accommodation costs, subsistence and any associated expenses.
      3. The Supplier reserves the right to:
        1. increase the price of the Goods, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Goods to the Supplier that is due to:
          1. any factor beyond the control of the Supplier (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
          2. any request by the Customer to change the delivery date, quantities or types of Goods ordered, or the Goods Specification; or
          3. any delay caused by any instructions of the Customer in respect of the Goods or failure of the Customer to give the Supplier adequate or accurate information or instructions in respect of the Goods.
        2. In respect of Goods, the Customer shall pay the Supplier the Deposit at the Commencement Date and the Supplier shall invoice the Customer for payment of the balance of the price of the Goods and Services for payment by way of instalments on or at any time after completion of delivery. The Customer shall pay each invoice submitted by the Supplier:
          1. Upon production of the invoice; and
          2. in full and in cleared funds to a bank account nominated in writing by the Supplier or by credit or debit card using the Supplier’s payment facility (card charges may apply), and time for payment shall be of the essence of the Contract.
  1. All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services or Goods at the same time as payment is due for the supply of the Services or Goods.
  2. If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 4% per annum above Barclay’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
  3. The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding except as required by law. The Supplier may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.
  1. Intellectual property rights
    1. All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by the Supplier.
    2. The Customer acknowledges that, in respect of any third party Intellectual Property Rights in the Services, the Customer’s use of any such Intellectual Property Rights is conditional on the Supplier obtaining a written licence from the relevant licensor on such terms as will entitle the Supplier to license such rights to the Customer.
    3. All Supplier Materials are the exclusive property of the Supplier.
  2. Confidentiality

A party shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the receiving party by the other party, its employees, agents or subcontractors, and any other confidential information concerning the disclosing party’s business, its products and services which the receiving party may obtain. The receiving party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the receiving party’s obligations under the Contract, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Contract. The receiving party may also disclose such of the disclosing party’s confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. This clause 11 shall survive termination of the Contract.

  1. Limitation of liability
    1. Nothing in these Conditions shall limit or exclude the Supplier’s liability for:
      1. death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
      2. fraud or fraudulent misrepresentation;
      3. breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);
      4. breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
      5. defective products under the Consumer Protection Act 1987.
    2. Subject to clause 12.1:
      1. the Supplier shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract ; and
      2. the Supplier’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the total amount payable under this Contract.
    3. The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and the terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
    4. This clause 12 shall survive termination of the Contract.
  2. Termination
    1. Without limiting its other rights or remedies the Supplier may terminate the Contract by giving the Customer not less than one week’s written notice.
    2. In the event that the Supplier is providing Services to the Customer, the Customer may be entitled to terminate the Contract after the Commencement Date and not less than 20 Business Days before the Service Start Date provided the Customer forfeits the Deposit and pays to the Supplier:
      1. the cost of any Supplier Materials ordered by the Supplier;
      2. any other reasonable costs and expenses incurred by the Supplier.
    3. Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if:
      1. the other party commits a material breach of its obligations under this Contract and (if such breach is remediable) fails to remedy that breach within 20 Business Days after receipt of notice in writing to do so;
      2. the other party 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 (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
      3. the other party commences negotiations with all or any class 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;
      4. 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 other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of the other party with one or more other companies or the solvent reconstruction of that other party;
      5. the other party (being an individual) is the subject of a bankruptcy petition or order;
      6. a creditor or encumbrancer of the other party 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 10 Business Days;
      7. 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 other party (being a company);
      8. the holder of a qualifying charge over the assets of the other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
      9. a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
      10. any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 13.3(b) to clause 13.3(i);
      11. the other party suspends, threatens to suspend, ceases or threatens to cease to carry on, all or substantially the whole of its business;
      12. the other party’s financial position deteriorates to such an extent that in the Supplier’s opinion the Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or
      13. the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.
    4. Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Contract on the due date for payment.
    5. Without limiting its other rights or remedies, the Supplier may suspend the supply of Services or all further deliveries of Goods under the Contract or any other contract between the Customer and the Supplier if the Customer fails to pay any amount due under this Contract on the due date for payment, the Customer becomes subject to any of the events listed in clause 13.3(b) to clause 13.3(m), or the Supplier reasonably believes that the Customer is about to become subject to any of them.
    6. On termination of the Contract for any reason:
      1. the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has yet been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt;
      2. the Customer shall return all of the Supplier Materials which have not been fully paid for. If the Customer fails to do so, then the Supplier may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract;
      3. the accrued rights and remedies of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and
      4. clauses which expressly or by implication have effect after termination shall continue in full force and effect.
    7. Force majeure
      1. For the purposes of this Contract, means an event beyond the reasonable control of the Supplier including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors or couriers.
      2. The Supplier shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
      3. If the Force Majeure Event prevents the Supplier from providing any of the Services and/or Goods for more than 20 Business Days, the Supplier shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Customer.
    8. Notices
      1. Any notice given by a party under this contract shall be in writing, signed by or on behalf of that party and sent to the relevant party at the address set out in clause 15.4
      2. The provisions of this clause shall not apply to the service of any proceedings or other correspondence in any legal action.
      3. A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 15.4; if sent by pre-paid first class post or other working next day delivery, at 9:00am on the second Business Day after posting; if delivered by recorded delivery, on the date and at the time of signing or if sent by email, on the next Business Day after transmission.
      4. Notices shall be sent to:
        1. the Supplier at Woodhouse Farm, Stopgate Lane, Simonswood, West Lancashire, L33 4YA; and
        2. the Customer at its registered address or usual place of business (if different).
      5. Variation
        1. No variation of the Contract shall be valid or effective unless it is made in the model variation form used by the Supplier and is duly signed by or approved in writing each party, by which point it will be bound by these Conditions.
      6. General
        1. Assignment and other dealings.
          1. The Supplier may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party.
          2. The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.
          1. 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.
          2. If one party gives notice to the other of the possibility that any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
        2. A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor prevent or restrict its 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.
        3. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, nor constitute either party the agent of another party for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.
        4. A person who is not a party to the Contract shall not have any rights to enforce its terms.
        5. This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
        6. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).