Contract
FUTURE MOTORS LIMITED
TERMS AND CONDITIONS FOR THE SALE OF GOODS
1. Interpretation
The following definitions and rules of interpretation apply in these Conditions.
1.1 Definitions:
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 given in clause 2.2.
Conditions: these terms and conditions as amended from time to time in accordance with clause 15.8.
Contract: the contract between Future Motors and the Customer for the supply of Goods in accordance with these Conditions and the Quotation.
Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of Control shall be construed accordingly.
Customer: the person or firm who purchases the Goods from Future Motors.
Delivery Location: has the meaning given in clause 4.2.
Force Majeure Event: has the meaning given to it in clause 14.
Goods: the goods (or any part of them) set out in the Order.
Goods Specification: any specification for the Goods, including any relevant plans or drawings, that is detailed in the Quotation.
Intellectual Property Rights: patents, utility models, rights to inventions, copyright and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), 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, as set out in the Customer's purchase order form.
Quotation: means the Supplier’s quotation for the Goods offered at a stated price under specified conditions.
Turntide Technologies Inc: the manufacturer of the Goods
1.2 Interpretation:
(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 and permitted assigns.
(c) A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.
(d) Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
(e) A reference to writing or written includes email.
2. Basis of contract
2.1 The Order constitutes an offer by the Customer to purchase Goods in accordance with these Conditions.
2.2 The Order shall only be deemed to be accepted when Future Motors issues written acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date).
2.3 Any samples, drawings, descriptive matter or advertising issued by Future Motors and any descriptions of the Goods contained in Future Motors's catalogues, brochures or website are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract nor have any contractual force.
2.4 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 law, trade custom, practice or course of dealing.
2.5 Any quotation given by Future Motors shall not constitute an offer, and is only valid for a period of twenty-two (22) Business Days from its date of issue.
2.6 In the event of any conflict between these Conditions and a Quotation, the Quotation shall take precedence.
3. Goods
3.1 The Goods are described in the Goods Specification.
3.2 Future Motors reserves the right to amend the Goods Specification if required by any applicable statutory or regulatory requirement, and Future Motors shall notify the Customer in any such event.
4. Delivery of Goods
4.1 Future Motors 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.
4.2 Future Motors shall deliver the Goods to the location set out in the Quotation or such other location as the parties may agree (Delivery Location) at any time after Future Motors notifies the Customer that the Goods are ready.
4.3 In the event that it is confirmed in the Quotation that the Customer shall collect the Goods from one of Future Motors's premises or such other location as may be agreed with the Customer (Delivery Location), the Customer shall collect the Goods within five (5) Business Days of Future Motors notifying the Customer that the Goods are ready (or when otherwise agreed in writing by the parties)
4.4 If the Goods are delivered by Future Motors then delivery shall be completed either on the completion of the unloading of the Goods at the Delivery Location, or in the event that Future Motors installs the Goods at the Delivery Location, then delivery shall be completed once Future Motors has confirmed to the Customer that installation is complete.
4.5 If the Customer is collecting the Goods from the Delivery Location then delivery shall be complete upon the Customer loading the Goods.
4.6 Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence. Future Motors 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 Future Motors with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.7 If Future Motors fails to deliver the Goods, its liability shall be limited to the reasonable 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. Future Motors 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 Future Motors with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.8 If the Customer fails to take or accept delivery of the Goods within five (5) Business Days of Future Motors notifying the Customer that the Goods are ready, then except where such failure or delay is caused by a Force Majeure Event or by Future Motors's failure to comply with its obligations under the Contract in respect of the Goods:
(a) delivery of the Goods shall be deemed to have been completed at 9.00 am on the fifth (5th) Business Day following the day on which Future Motors notified the Customer that the Goods were ready; and
(b) Future Motors shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
4.9 If ten (10) Business Days after the day on which Future Motors notified the Customer that the Goods were ready for delivery the Customer has not taken or accepted actual delivery of them, Future Motors may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, charge the Customer for any shortfall below the price of the Goods.
4.10 Future Motors 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.
5. Quality of Goods
5.1 Future Motors warrants that on delivery, and for a period of two (2) years from the date of delivery (Warranty Period), the Goods shall:
(a) conform in all material respects with the Goods Specification;
(b) be free from material defects in design, material and workmanship
5.2 Subject to clause 5.3, if:
(a) the Customer gives notice in writing to Future Motors 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 5.1;
(b) Future Motors is given a reasonable opportunity of examining such Goods; and
(c) the Customer (if asked to do so by Future Motors) returns such Goods to Future Motors's specified place of business at Future Motor’s reasonable cost unless in accordance with clause 5.3 the Customer is liable for such failure in which event the Customer shall become liable for the costs in returning the Goods to Future Motors.
Future Motors shall replace the defective Goods but the Customer shall be responsible for the costs of the removal of the defective Goods and the installation of the replacement Goods.
5.3 Future Motors shall not be liable for the Goods' failure to comply with the warranty set out in clause 5.1 if:
(a) the Customer makes any further use of such Goods after giving a notice in accordance with clause 5.2;
(b) the defect arises because the Customer failed to follow Future Motors's oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice regarding the same;
(c) the defect arises as a result of Future Motors following any drawing, design or Goods Specification supplied by the Customer;
(d) the Customer alters or repairs such Goods without the written consent of Future Motors;
(e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions; or
(f) the Goods differ from the Goods Specification as a result of changes made to ensure they comply with applicable statutory or regulatory standards.
5.4 Except as provided in this clause 5, Future Motors shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 5.1.
5.5 These Conditions shall apply to any replacement Goods supplied by Future Motors.
6. Title and risk
6.1 The risk in the Goods shall pass to the Customer on completion of delivery.
6.2 Title to the Goods shall not pass to the Customer until the earlier of:
(a) Future Motors receives payment in full (in cash or cleared funds) for the Goods and any other goods that Future Motors has supplied to the Customer in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums; and
6.3 Until title to the Goods has passed to the Customer, the Customer shall:
(a) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as Future Motors's property;
(b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
(c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on Future Motors's behalf from the date of delivery;
(d) notify Future Motors immediately if it becomes subject to any of the events listed in clause 12.1(b) to clause 12.1(d); and
(e) give Future Motors such information as Future Motors may reasonably require from time to time relating to:
(i) the Goods; and
(ii) the ongoing financial position of the Customer.
6.4 The Customer may use the Goods in the ordinary course of its business (but not otherwise) before Future Motors receives payment for the Goods.
6.5 The Customer is only permitted to resell the Goods once title has passed to the Customer.
6.6 At any time before title to the Goods passes to the Customer, Future Motors may:
(a) by notice in writing, terminate the Customer's right under clause 6.4 to use them in the ordinary course of its business; and
(b) require the Customer to deliver up all Goods in its possession that have not been irrevocably incorporated into another product and 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.
7. Charges and payment
7.1 The price for Goods:
(a) shall be the price set out in the Quotation; and
(b) shall be exclusive of all costs and charges of packaging, insurance, transport of the Goods, which shall be invoiced to the Customer.
7.2 Future Motors reserves the right to:
(a) 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 Future Motors that is due to:
(i) any factor beyond the control of Future Motors (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
(ii) any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Goods Specification; or
(iii) any delay caused by any instructions of the Customer in respect of the Goods or failure of the Customer to give Future Motors adequate or accurate information or instructions in respect of the Goods.
7.3 Future Motors shall invoice the Customer on or at any time after completion of delivery or in accordance with a specific payment schedule agreed by both parties.
7.4 The Customer shall pay each invoice submitted by Future Motors:
(a) within thirty (30) days of the date of the invoice or in accordance with any credit terms agreed by Future Motors and confirmed in writing to the Customer; and
(b) in full and in cleared funds to a bank account nominated in writing by Future Motors, and
time for payment shall be of the essence of the Contract.
7.5 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 Future Motors to the Customer, the Customer shall, on receipt of a valid VAT invoice from Future Motors, pay to Future Motors such additional amounts in respect of VAT as are chargeable on the supply of the Goods at the same time as payment is due for the supply of the Goods.
7.6 If the Customer fails to make a payment due to Future Motors under the Contract by the due date, then, without limiting Future Motors's remedies under clause 12 the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 7.6 will accrue each day at four percent (4%) a year above the Bank of England's base rate from time to time.
7.7 All amounts due from the Customer under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
8. Intellectual property rights
8.1 All Intellectual Property Rights in or arising out of or in connection with the Goods (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by Future Motors, or Turntide Technologies, as agreed between these companies.
9. Data protection
9.1 The following definitions apply in this clause 9:
Controller, Processor, Data Subject, Personal Data, Personal Data Breach, processing and appropriate technical and organisational measures: as defined in the Data Protection Legislation.
Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the retained EU law version of the General Data Protection Regulation ((EU) 2016/679) (UK GDPR); the Data Protection Act 2018 (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended [and the guidance and codes of practice issued by the Information Commissioner or other relevant regulatory authority and applicable to a party].
Domestic Law: the law of the United Kingdom or a part of the United Kingdom.
9.2 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 9 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.
9.3 The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the Controller and Future Motors is the Processor.
9.4 Without prejudice to the generality of clause 9.2, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to Future Motors for the duration and purposes of the Contract.
9.5 Without prejudice to the generality of clause 9.2, Future Motors shall, in relation to any Personal Data processed in connection with the performance by Future Motors of its obligations under the Contract
(a) process that Personal Data only on the documented written instructions of the Customer unless Future Motors is required by Domestic Law to otherwise process that Personal Data. Where Future Motors is relying on Domestic Law as the basis for processing Personal Data, Future Motors shall promptly notify the Customer of this before performing the processing required by the Domestic Law unless the Domestic Law prohibits Future Motors from so notifying the Customer;
(b) ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Customer, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
(c) ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and
(d) not transfer any Personal Data outside of the UK unless the prior written consent of the Customer has been obtained and the following conditions are fulfilled:
(iv) the Customer or Future Motors has provided appropriate safeguards in relation to the transfer;
(v) the Data Subject has enforceable rights and effective legal remedies;
(vi) Future Motors complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
(vii) Future Motors complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the Personal Data;
(e) assist the Customer, at the Customer's cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
(f) notify the Customer without undue delay on becoming aware of a Personal Data Breach;
(g) at the written direction of the Customer, delete or return Personal Data and copies thereof to the Customer on termination of the Contract unless required by Domestic Law to store the Personal Data; and
(h) maintain complete and accurate records and information to demonstrate its compliance with this clause 9.
9.6 The Customer does not consent to Future Motors appointing any third party processor of Personal Data under the Contract. Future Motors confirms that it has entered or (as the case may be) will enter with the third-party processor into a written agreement and in either case which Future Motors confirms and will continue to reflect the requirements of the Data Protection Legislation. As between the Customer and Future Motors, Future Motors shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this clause 9.6.
9.7 Either party may, at any time on not less than 30 days' notice, revise this clause 9 by replacing it with any applicable controller to processor standard clauses or similar terms adopted by the Information Commissioner or forming part of an applicable certification scheme (which shall apply when replaced by attachment to the Contract).
10. Confidentiality
10.1 Each party undertakes that it shall not at any time during the Contract, and for a period of two (2) years after termination or expiry of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs
10.2 Each party may disclose the other party's confidential information:
(a) to its employees, officers, representatives, contractors or subcontracts or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with the Contract. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 10; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
10.3 No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract. In particular, no licence is hereby granted directly or indirectly under any patent, invention, discovery, copyright or other intellectual property right held, made, obtained or licensable by either party now or in the future.
11. Limitation of liability: THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
11.1 Future Motors has obtained insurance cover in respect of its own legal liability for individual claims not exceeding £10,000,000 per claim. The limits and exclusions in this clause reflect the insurance cover Future Motors has been able to arrange and the Customer is responsible for making its own arrangements for the insurance of any excess loss.
11.2 The restrictions on liability in this clause 11 apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
11.3 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979;
11.4 Subject to clause 11.3, Future Motors's total liability to the Customer in respect of all breaches of duty occurring within any contract year shall not exceed the cap.
11.5 In clause 11.4:
(a) cap. The cap is one hundred per cent (100%) of the total charges in the contract year in which the breaches occurred;
(b) contract year. A contract year means a twelve (12) month period commencing with the Commencement Date or any anniversary of it; and
(c) total charges. The total charges means all sums paid by the Customer and all sums payable under the Contract in respect of Goods actually supplied by Future Motors, whether or not invoiced to the Customer.
11.6 This clause 11.6 sets out specific heads of excluded loss:
(a) Subject to clause 11.3, clause 11.6(b) excludes specified types of loss.
(b) The following types of loss are wholly excluded:
(i) loss of profits;
(ii) loss of sales or business;
(iii) loss of agreements or contracts;
(iv) loss of anticipated savings;
(v) loss of use or corruption of software, data or information;
(vi) loss of or damage to goodwill; and
(vii) indirect or consequential loss.
11.7 Future Motors has given commitments as to compliance of the Goods with relevant specifications in clause 5. In view of these commitments, the terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
11.8 This clause 11 shall survive termination of the Contract.
12. Termination
12.1 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
(a) the other party commits a material and/or persistent breach of its obligations under the Contract and (if such breach is remediable) fails to remedy that breach within thirty (30) days after receipt of notice in writing to do so;
(b) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
(c) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
(d) the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.
12.2 Without affecting any other right or remedy available to it, Future Motors may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.
12.3 Without affecting any other right or remedy available to it, Future Motors may suspend all further deliveries of Goods under the Contract or any other contract between the Customer and Future Motors if the Customer fails to pay any amount due under the Contract on the due date for payment, the Customer becomes subject to any of the events listed in clause 12.1(b) to clause 12.1(d), or Future Motors reasonably believes that the Customer is about to become subject to any of them.
13. Consequences of termination
13.1 On termination of the Contract:
(a) the Customer shall immediately pay to Future Motors all of Future Motors's outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, Future Motors shall submit an invoice, which shall be payable by the Customer immediately on receipt;
(b) the Customer shall return all of Future Motors Materials or Goods which have not been fully paid for. If the Customer fails to do so, then Future Motors 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.
13.2 Termination or expiry of the Contract shall not affect any rights, remedies, obligations and liabilities of the parties that have accrued up to the date of termination or expiry, 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.
13.3 Any provision of the Contract that expressly or by implication is intended to have effect after termination or expiry shall continue in full force and effect.
14. Force majeure
Neither party shall be in breach of the Contract nor liable for delay in performing or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control (a Force Majeure Event). In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for ninety (90) days the party not affected may terminate the Contract by giving thirty (30) days' written notice to the affected party.
15. General
15.1 Assignment and other dealings
(a) Future Motors may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
(b) The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of Future Motors.
15.2 Notices.
(a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be:
(i) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
(ii) sent by email to the address specified by Future Motors in the Quotation and confirmed by the Customer in the Purchase Order unless any change to this is notified in writing by either party.
(b) Any notice or communication shall be deemed to have been received:
(i) if delivered by hand, at the time the notice is left at the proper address;
(ii) 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; or
(iii) if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 1.1(iii), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
(c) This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
15.3 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision or part provision of the Contract is deemed deleted under this clause 15.3 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the commercial result of the original provision.
15.4 Waiver. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
15.5 No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.
15.6 Entire agreement.
(a) The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
(b) Each party acknowledges that in entering into the Contract it does not rely on,and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misrepresentation based on any statement in the Contract.
(c) Nothing in this clause shall limit or exclude any liability for fraud.
15.7 Third party rights.
Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
15.8 Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is agreed in writing and signed by the parties (or their authorised representatives).
15.9 Governing law. The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
15.10 Jurisdiction. Each party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.