1.1 These terms and conditions of purchase set out here (“Conditions”) apply to and form part of each contract (“Contract”) between Streamline Corporate Limited (registered in England & Wales, company number 09624508, registered office 47 Gee Street, London, EC1V 3RS, VAT number 271675932) (“Streamline”) and its suppliers (each a “Supplier”), whereby Streamline purchases either (a) goods and related accessories, spare parts and documentation and other physical material set out in the Order or understood by the parties to be included in the goods (“Goods”) and/or (b) services and to be supplied by the Supplier to Streamline according to the Contract (“Services”) (Goods and or Services being “Deliverables”), in either case as set out in Streamline’s order for the Deliverables as set out in Streamline’s or the Supplier’s order form or otherwise as the case may be (“Order”) and to be supplied by the Supplier to Streamline according to the Contract. Reference in these Conditions to a clause is to a clause of these Conditions. Words such as “including” and “or otherwise” are illustrative and shall not limit the sense of the words preceding them.
1.2 The Conditions supersede any previously issued terms and conditions of purchase or supply. No terms or conditions endorsed on, delivered with, or contained in the Supplier’s quotation, sales conditions, confirmation of order, Order, specification or other document shall form part of the Contract except to the extent that Streamline otherwise agrees in writing. Each Order by Streamline to the Supplier shall be an offer to purchase Deliverables subject to the Contract including these Conditions.
1.3 The Supplier’s accepting an Order shall occur when the Supplier expressly accepts it or by any other Supplier conduct Streamline reasonably considers is consistent with accepting the Order. If Streamline cancels or withdraws an order, clause 4 shall apply.
2.1.The Deliverables’ price shall be as set out in the Order or (if not) calculated according to the Supplier’s charges scale received and expressly acknowledged by Streamline before the date the Order is placed (“Price”). Prices are fixed and the Price includes packaging, delivery, unloading, unpacking, shipping, carriage, insurance and all other charges or taxes (including VAT) related to the Deliverables unless expressly and individually agreed otherwise by Streamline in writing.
3.1 The Supplier shall invoice Streamline for: (a) Goods on or after completing the Goods’ delivery or, if later, Streamline’s accepting the Goods, (b) Services on or after completing performing the Services or, if later, the completing the Acceptance Conditions (set out in clause 1).
3.2 Streamline shall pay each validly submitted and undisputed invoice of the Supplier within 60 days following the end of the calendar month of receipt, subject to clause 4.
3.3 Payment time is not of the essence. Where sums due under the Contract are not paid in full by the due date, to compensate the Supplier for all loss from Streamline’s breach, Streamline shall pay on the sum overdue interest (before and after judgment) on a daily basis until payment in full at the rate of two percent (2%) per annum above the Official Bank Rate from time to time of the Bank of England. The Supplier acknowledges that this is a substantial remedy for the purposes of the Late Payment of Commercial Debts (Interest) Act 1998.
4.1 Streamline may cancel an Order or any part of it which have not yet been, in the case of Goods, commissioned, and in the case of Services, performed.
4.2 In relation to any Order cancelled or part-cancelled under clause 1, on receiving validly issued and properly documented evidence, Streamline shall pay for: (a) in respect of Goods (i) that part of the price relating to the Goods which at the time of cancelling have been in transit to Streamline; and (ii) the costs of materials which the Supplier has purchased to fulfil the Order for the Goods which cannot be used for other orders or be returned to the Supplier’s supplier of those materials for a refund; and (b) in respect of any Services, that part of the Price that relates to the Services which, at the time of cancelling have been paid for or contractually committed by the Supplier and cannot be cancelled. To the greatest extent possible, the Supplier must mitigate all costs relating to the relevant Order immediately upon receiving cancellation under this clause 4.
5.1 The Goods shall be delivered by the Supplier, or its nominated carrier, to the address or addresses for delivery of the Goods and performing the Services as set out in the Order or such other address or addresses Streamline may notify to the Supplier (“Location”) on (or where relevant by) the date specified in the Order. Goods shall be deemed delivered on the Supplier (or its nominated carrier) completing unloading. Services shall be performed by the Supplier at the Location on the date specified in the Order. Services shall be deemed performed on Streamline’s confirming completion of the Acceptance Conditions in writing. The Goods shall not be delivered, and the Services shall not be performed in instalments unless the Order specifies otherwise.
5.2 To the extent that Streamline so requires, the Supplier’s performing each Goods or Service shall be accompanied by a delivery note stating (a) the Order date; (b) the relevant Supplier details; (c) if Goods, the product numbers and type and quantity of Goods in the delivery; (d) if Services, the category, type and quantity of Services performed; and (e) any special instructions, handling and other requests.
5.3 Time of delivery or performing (as the case may be) is of the essence. If the Supplier does not meet a Deliverable date set out in an Order, Streamline may (without prejudice to its other rights and remedies) at its sole discretion: (a) terminate the Contract in whole or part; (b) purchase the same or similar Deliverables from another supplier; (c) refuse to accept the delivery or performance (as the case may be) of any more Deliverables under the Contract; (d) recover from the Supplier all costs and losses resulting to Streamline from the failure to perform or deliver (as the case may be), including the amount by which the price payable by Streamline to acquire those Deliverables from another supplier exceeds the price payable under the Contract and any loss of profit; and (e) all or any of the foregoing.
5.4 If Streamline cannot or opts not to accept delivery of the Goods on the date or within the period set out in the Order, the Supplier shall store and insure the Goods pending delivery for no longer than ten (10) Business Days, and Streamline shall pay storage charges at the Supplier’s then applicable rate.
6.1 Streamline shall not have accepted, or be deemed to have accepted, the Deliverables until the Acceptance Conditions are fulfilled, and Streamline has notified the Supplier in writing. “Acceptance Conditions” are that (a) for Goods, the Goods and delivery note have been delivered to or at the Location; (b) for Services, the Services have been performed at the Location; and (c) all pre-delivery and post-delivery acceptance tests and inspections have been completed to Streamline being satisfied at its sole discretion acting reasonably (unless waived); and (d) Streamline has notified the Supplier in writing that the Deliverables have been delivered or performed (as the case may be) in full compliance with the Order and the Conditions of the Contract including this clause 6.
6.2 Streamline may reject any Deliverables not fully complying with these Terms. Streamline’s accepting defective, late or incomplete Deliverables or making any payment in respect thereof, shall not constitute Streamline waiving any rights or remedies, including its right to reject.
6.3 In default, the volume and number of Goods stated in an Order is precise and of the essence, and any tolerances as to number and/or volume must be express. If Streamline rejects Goods due to the volume of the Goods exceeding the tolerances (if any) set out in the Order, the Supplier shall promptly and at its own cost arrange for redelivering the correct volume.
6.4 Streamline may return rejected Goods to the Supplier at the Supplier’s cost and risk. The Supplier shall pay Streamline a reasonable charge for storing and returning any of the Goods over-delivered or rejected.
6.5 Streamline may inspect and test the Deliverables during performing, during manufacturing or processing before despatch, and the Supplier shall provide Streamline with access to and use of all facilities reasonably required. Any Streamline inspecting or testing the Deliverables shall not be deemed accepting the Deliverables or waiving any Streamline rights and remedies, including its right to reject.
6.6 Streamline’s rights in this clause 6 do not prejudice Streamline’s other rights and remedies under the Contract including under clause 8.
7.1 Risk in Goods shall pass to Streamline on the later of: (a) delivery of the Goods to Streamline as set out in clause 5; or (b) Streamline’s acceptance of the Goods as set out in clause 6. The Supplier shall unload the Goods according to Streamline’s directions and at Supplier risk.
7.2 Title to Goods shall pass to Streamline on the sooner of: (a) Streamline paying for the Goods under clause 3; or (b) delivery of the Goods to Streamline under clause 5. Title passing shall not prejudice any other Streamline right and/or remedy, including right to reject. No person (including the Supplier) shall have a lien on, right of stoppage in transit or other rights in or to any Goods to which title has vested in Streamline, or to any specifications or materials of Streamline, and the Supplier shall ensure that relevant third parties accept the exclusion of such lien and rights.
7.3 The Supplier warrants and represents that it: (a) has when the Contract is made full, clear and unencumbered title to the Goods, and the full, clear and unencumbered right to sell and deliver them to Streamline; and (b) shall hold such title and right to enable it to ensure that Streamline shall acquire a valid, unqualified title to the Goods and shall enjoy quiet possession of them.
8.1 The Supplier warrants and represents that it shall: (a) have all consents, licences and authorisations necessary to deliver and perform the Deliverables; (b) ensure the Contract is executed by a duly authorised signatory on behalf of Supplier; (c) observe, and ensure that its employees and officers observe all health and safety rules regulations and security requirements applying at Streamline’s premises including the Location; and (d) ensure that the such officers and employees use reasonable skill and care in delivering and performing the Deliverables.
8.2 The Supplier warrants and represents that, the Deliverables shall for a period of six (6) months from delivery (“Warranty Period”): (a) conform in all material respects to any sample, and to the quality and description of the Specification; (b) be free from material defects in design, material and workmanship; (c) comply with all applicable laws, legislation, statutory instruments, regulations and governmental guidance having binding force whether local or national or international in any relevant jurisdiction (“Applicable Laws”), and to standards and best industry practice (including avoidance of obvious typographical errors, image orientation errors, and location of images and wording, whether or not in the Specification); (d) if Goods, be of satisfactory quality within the meaning of the Sale of Goods Act 1979; (e) if Services, be supplied with reasonable care and skill within the meaning of the Supply of Goods and Services Act 1982, Part II, s 13; (f) be fit for purpose and any purpose held out by the Supplier and as otherwise required to meet Streamline’s needs; (g) any media on which the results of the Services are supplied shall be free from defects in material and workmanship and be of satisfactory quality in the meaning of the Sale of Goods Act 1979; and (g) be packaged and protected sufficiently to avoid damage from normal rough treatment during the transportation and delivery process). Streamline’s approval of any design or Specification provided by the Supplier shall not relieve the Supplier of any of its obligations under this clause 8.
8.3 The Supplier warrants that it understands Streamline’s business and needs.
8.4 Streamline may reject any Deliverables not complying with clause 2 and the Supplier shall, at Streamline’s option, promptly remedy, repair, replace, correct, re-perform or refund the price of any such Deliverables provided that Streamline serves a written notice on the Supplier within the Warranty Period that some or all of the Deliverables do not comply with clause 8.2. Streamline will use its reasonable endeavours to serve such notice on the Supplier within five (5) working days, but such timing is not of the essence.
8.5 These Conditions shall apply to any Deliverables that are remedied, repaired, replaced, corrected or re-performed with effect from the date of acceptance of the remedied, repaired, replaced, corrected or re-performed Deliverables.
8.6 Streamline’s rights under these Conditions are in addition to, and do not exclude or modify, the rights and conditions contained in the Supply of Goods and Services Act 1982, s 12 to 16 and the Sale of Goods Act 1979, s 13 to 15.
8.7 Streamline may exercise its rights under clause 8 regardless of whether the Deliverables have been accepted under the Acceptance Conditions and notwithstanding that the Deliverables were not rejected following their initial inspection under clause 2.
9.1 For the purposes of this clause 9 the expressions ‘adequate procedures’ and ‘associated with’ shall be construed in accordance with the Bribery Act 2010 (“BA10”) and legislation or guidance published under it.
9.2 Each party shall comply with the BA10 and all Applicable Laws in connection with bribery or anti-corruption and associated guidance published by the Secretary of State for Justice under the BA10 as applicable including ensuring that it has in place adequate procedures to prevent bribery and use all reasonable endeavours to ensure that: (a) all that party’s personnel; (b) all others associated with that party; and (c) all that party’s subcontractors involved in performing the Contract so comply.
9.3 Without limitation to clause 2, neither party shall make or receive any bribe (as defined in BA10) or other improper payment, or allow any such to be made or received on its behalf, and shall implement and maintain adequate procedures to ensure that such bribes or payments are not made or received directly or indirectly on its behalf. Each party shall immediately notify the other party as soon as it becomes aware of a breach or possible breach of any clause 9 obligation. A party’s breach of this clause 9 shall be deemed a material and irremediable Contract breach entitling the other party to immediately terminate the Contract by notice under clause 19.1.1.
10.1 The Supplier undertakes, warrants and represents that:
10.1.1. neither the Supplier nor any of its officers, employees, agents or subcontractors has: (a) offended under the Modern Slavery Act 2015 (“MSA”, “MSA Offence”); (b) been notified that it is subject to an investigation relating to an alleged MSA Offence or prosecution under the MSA; or (c) become aware of any circumstances within its supply chain that could give rise to an investigation relating to an alleged MSA Offence or prosecution under the MSA;
10.1.2. it shall comply with the MSA and the Modern Slavery Policy;
10.1.3. where applicable its responses to Streamline’s modern slavery and human trafficking due diligence questionnaire are complete and accurate; and
10.1.4. it has implemented due diligence procedures to ensure compliance with the MSA and the Modern Slavery Policy in its business and supply chain, and by those of its officers, employees, agents or subcontractors, to be made available to Streamline on request at any time throughout the Contract;
10.1.5. it shall notify Streamline immediately in writing if it becomes aware or has reason to believe that it, or any of its officers, employees, agents or sub-contractors have breached or potentially breached any Supplier obligations under clause 1, setting out full details of the circumstances concerning the breach or potential breach of the Supplier’s obligations.
10.2 Any Supplier breach of clause 1 shall be deemed a material breach of the Contract entitling Streamline to terminate the Contract pursuant to clause 15.1with immediate effect.
11.1 The Supplier shall hold harmless and indemnify, and keep indemnified, Streamline from and against any losses, damages, liability, costs (including legal fees) and expenses Streamline may suffer or incur directly or indirectly from as a result of: (a) subject to clause 2, alleged or actual infringement by the Supplier or its affiliates of a third party’s Intellectual Property Rights or other rights in connection with the supply or performance or manufacture of the Deliverables under the Contract (“IPR Claim”); (b) claim made against Streamline in respect of any losses, damages, liability, costs and expenses sustained by the employees or agents or any customer of Streamline or any third party to the extent that such liability, loss, damage, injury, cost or expense was caused by, relates to or arises from the Deliverables or from a direct or indirect breach or negligent performance or failure or delay in the Supplier’s performing the Contract; and/or (c) defects in materials, quality, workmanship or performance of the Deliverables.
11.2 The Supplier shall not be liable pursuant to clause 1 to the extent Streamline: (a) does not notify the Supplier in writing setting out details of any IPR Claim of which it has notice as soon as reasonably possible; (b) makes any admission of liability or agrees any settlement or compromise of the relevant IPR Claim without the prior written consent of the Supplier (which shall not be unreasonably withheld or delayed); (c) does not let the Supplier at its request and own expense have the conduct of or settle all negotiations and litigation arising from IPR Claim; or (d) does not, at Supplier’s request and own expense, give the Supplier all reasonable assistance in the circumstances described above.
11.3 If an IPR Claim is made or is reasonably likely to be made against Streamline, the Supplier shall promptly and at its own expense either: (a) procure for Streamline the right to continue using and possessing the relevant Intellectual Property Rights; or (b) modify or replace the infringing part of the Intellectual Property Rights and without adversely affecting the functionality of the Intellectual Property Rights as set out in the Contract so as to avoid the infringement or alleged infringement, provided that if, having used reasonable endeavours, neither of the above can be accomplished on reasonable terms, the Supplier shall (without prejudice to the indemnity above) refund the price paid by Streamline in respect of the affected Intellectual Property Rights.
11.4 The Supplier shall have in place contracts of insurance with reputable insurers incorporated in the UK or such other country by agreement in writing with Streamline insuring the Services and any of Streamline’s materials in the Supplier’s possession against the usual risks, including accident, fire and theft, for their full replacement value until the risk in them passes to Streamline, and insuring against all other risks that a prudent Supplier should consider reasonable. On request, the Supplier shall supply so far as is reasonable evidence of the maintenance of the insurance and all its terms from time to time applicable. The Supplier shall on request assign to Streamline the benefit of such insurance.
12.1 The extent of the parties’ liability under or in connection with the Contract (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause 12.
12.2 Neither party shall be liable for any consequential, indirect or special loss, in particular: .
12.3 The limitations of liability set out in clause 2 shall not apply in respect of any indemnities given by either party under this Agreement.
12.4 Except as expressly stated in this Agreement, and subject to clause 12.5, all warranties and conditions whether express or implied by statute, common law or otherwise are excluded to the extent permitted by law.
12.5 Notwithstanding any other provision of the Contract, the parties’ liability shall not be limited in any way in respect of: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) any other losses which cannot be excluded or limited by Applicable Law; or (d) any losses caused by wilful misconduct.
In this Contract “Intellectual Property Rights” means copyright, patents, know-how, trade secrets, trademarks, trade names, design rights, rights in get-up, rights in goodwill, rights in software, rights in Confidential Information, rights to invention, rights to sue for passing off, domain names and all other intellectual property rights and similar rights and, in each case: (a) whether registered or not; (b) including any applications to protect or register such rights; (c) including all renewals and extensions of such rights or applications; (d) whether vested, contingent or future; (e) to which the relevant party is or may be entitled, and (f) in whichever part of the world existing. All specifications provided by Streamline and all Intellectual Property Rights in the Deliverables made or performed in accordance with such specifications shall vest in and remain at all times Streamline’s property and the Supplier may not use such specifications more than is necessary to perform the Contract. The Supplier assigns (or shall procure the assignment) to Streamline absolutely, with full title guarantee, all right, title and interest in any such Intellectual Property Rights, and the Supplier shall do all such things and sign all documents necessary in Streamline’s opinion to so vest all such Intellectual Property Rights in Streamline, and to enable Streamline to defend and enforce such Intellectual Property Rights, and the Supplier shall at Streamline’s request waive or procure a waiver of applicable moral rights.
14.1 Neither party shall be liable for failing or delaying performing its obligations to the extent that such failing or delaying is caused by force majeure, meaning an event beyond a party’s reasonable control, or which could not have been foreseen, or, if it could have been foreseen, was unavoidable, including industrial disputes, failure of transport network, acts of God, war, terrorism, riot, interference by civil or military authorities, national or international calamity, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, explosions, collapse of buildings, fire, natural disasters, epidemic, extreme adverse weather conditions, or supplier or subcontractor default, provided that it: (a) promptly notifies the other party of the event and how long it will last; and (b) reasonably endeavours to minimise that event’s effect. If, due to such an event, a party is: (a) unable to perform a material obligation; or (b) delayed in or prevented from performing its obligations for a continuous period exceeding ten (10 ) Business Days; the other party may, within a further five (5) Business Days, terminate the Contract on immediate notice.
14.2 Delay in delivery caused by Customs, Excise, tax, regulatory or other governmental or administrative authority shall not been deemed force majeure if in Streamline’s reasonable opinion relevant documentation for the Supplier to produce and required by such authority is unfit for purpose (although the authority’s rejecting such paperwork as insufficient shall not of itself be conclusive of that documentation being unfit for purpose). The Supplier undertakes to provide all relevant paperwork for all such authority in a manner to avoid delay.
15.1 Either party may terminate the Contract at any time by giving notice in writing to the other party if: (a) the other party commits a material and irremediable Contract breach; (b) the other party commits a material Contract breach not remedied within ten (10) Business Days of receiving written notice of such breach; or (c) in the case of the Supplier, any consent, licence or authorisation held by the Supplier is revoked or modified such that the Supplier can no longer meet its Contract obligations or receive any benefit to which it is entitled.
15.2 Either party may terminate the Contract at any time by giving notice in writing to the other party if the other party: (a) stops carrying on all or a significant part of its business, or indicates in any way that it intends to do so; (b) suffers or undergoes any kind of the type of event that is contemplated in the Insolvency Act 1986 in any jurisdiction or takes steps in anticipation of such an event or if the first party reasonably believes that to be the case.
15.3 Streamline may terminate the Contract at any time by giving not less than twenty (20) Business Days’ notice in writing to the Supplier if the Supplier undergoes a change of Control (“Control” meaning the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the management of the company) or if Streamline realistically anticipates that the Supplier shall undergo a change of Control within two months. This right to terminate shall not apply to the extent that the relevant procedure is entered into for the purpose of amalgamation, reconstruction or merger (where applicable) where the amalgamated, reconstructed or merged party agrees to adhere to the Contract.
15.4 If a party becomes aware that any event has occurred, or circumstances exist, which may entitle it to terminate the Contract under this clause 15, it shall immediately notify the other party in writing. Termination or expiry of the Contract shall not affect any accrued rights and liabilities of a party at any time up to the date of termination.
16.1 Any notice or other communication given under or in connection with these Terms and Conditions or an Order shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, fax or e-mail.
16.2 A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 1 if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second business day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by fax or e-mail, on the business day after transmission.
The rights and remedies provided in the Contract are cumulative and not exclusive of any rights and remedies provided by law.
18.1 The Contract and any documents entered into pursuant to it constitutes the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.
18.2 Each party acknowledges that it has not entered into the Contract or any documents entered into pursuant to it in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in the Contract or any documents entered into pursuant to it. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in the Contract.
18.3 Nothing in these Conditions purports to limit or exclude any liability for fraud.
19.1 Any dispute arising between the parties out of or in connection with the Contract shall be dealt with in accordance with the provisions of this clause 19. The dispute resolution process may be initiated at any time by either party serving a notice in writing on the other party that a dispute has arisen. The notice shall include reasonable information as to the nature of the dispute. The parties shall use all reasonable endeavours to reach a negotiated resolution through the following procedure: (a) within five (5) Business Days of service of the notice, the senior contract manager of each party shall meet to discuss the dispute and attempt to resolve it; and (b) If the dispute has not been resolved within ten (10) Business Days of the first meeting of those managers, then the matter shall be referred to the CEO (or persons of equivalent seniority) of each party. The CEOs (or equivalent) shall meet within five (5) Business Days to discuss the dispute and attempt to resolve it.
19.2 Until the parties have completed the steps referred to in clause 1, and have failed to resolve the dispute, neither party shall commence formal legal proceedings except that either party may at any time seek urgent interim relief from the courts.
20.1 No variation of the Contract shall be valid or effective unless it is in writing, refers to the Contract and these Conditions and is duly signed or executed by, or on behalf of, each party.
20.2 The Supplier may not assign, subcontract or encumber any right or obligation under the Contract in whole or in part, without Streamline’s prior written consent, such consent not to be unreasonably withheld or delayed.
20.3 Notwithstanding clause 2, the Supplier may perform any of its obligations and exercise any of its rights granted under the Contract through any affiliate provided that it gives Streamline prior written notice of such subcontracting or assignment including the identity of the relevant affiliate. Any act or omission of its affiliate in relation to the Supplier’s rights or obligations under the Contract shall be deemed to be an act or omission of the Supplier itself.
20.4 Streamline shall be entitled to set-off under the Contract any liability which it has or any sums which it owes to the Supplier under the Contract or under any other contract which Streamline has with the Supplier. The Supplier shall pay all sums that it owes to Streamline under the Contract without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.
20.5 The parties are independent persons and are not partners, principal and agent or employer and employee and the Contract does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. None of the parties shall have, nor shall represent that they have, any authority to make any commitments on the other party’s behalf.
20.6 The Supplier recognises that any breach or threatened breach of the Contract may cause Streamline irreparable harm for which damages may not be an adequate remedy. Accordingly, in addition to any other remedies and damages available to Streamline, the Supplier acknowledges and agrees that Streamline is entitled to the remedies of specific performance, injunction and other equitable relief without proof of special damages.
20.7 If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of the Contract shall not be affected. If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with the minimum such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion or modification, the parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision.
20.8 No failure, delay or omission by a party in exercising any right, power or remedy provided by law or under the Contract shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.
20.9 No single or partial exercise of any right, power or remedy provided by law or under the Contract by a party shall prevent any future exercise of it or the exercise of any other right, power or remedy by that party. A waiver of any term, provision, condition or breach of the Contract by a party shall only be effective if given in writing and signed by that party, and then only in the instance and for the purpose for which it is given.
20.10 Except as expressly provided in writing between the parties, a person who is not a party to the Contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Contract.
20.11 The Contract and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, the Contract, its subject matter or formation (including non-contractual disputes or claims).
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