TERMS AND CONDITIONS FOR THE SUPPLY OF GOODS & SERVICES

1. Interpretation

1.1 Definitions. In these conditions, the following definitions apply:

Conditions: These Terms and Conditions as amended from time to time in accordance with clause 13.6

Contract: The contract between the Supplier and the Customer for the supply of goods and/or services from the Supplier.

Customer: The person, firm or company which purchases the goods and/or services from the Supplier.

Goods: The goods (or any part thereof) set out in the order.

Goods Specification: Any specification of the goods, including any relevant plans or drawings, that is agreed in writing by the Customer and the Supplier.

Order: The Customer’s order for the supply of goods and/or services whether made orally or in writing, as set out in the Customer’s purchase order form, or the Customer’s written acceptance of the Supplier’s quotation.

Quotation: A letter sent by the Supplier to the Customer setting out the costs of supplying the goods and/or services to the Customer in the event of an order being placed.

Services: The services, supplied by the Supplier to the Customer as set out in the Service Specification.

Service Specification: The description or specification for the Services provided in writing by the Supplier to the Customer.

Supplier: The Pond Specialist Ltd, registered in England and Wales with company number 07240344

2. Basis of Contract

2.1 The Order constitutes an offer by the Customer to purchase goods and/or Services in accordance with these conditions.

2.2 The Order shall only be deemed to be accepted when the Supplier approves the Order, at which point, and on which date the Contract shall come into existence (Commencement Date). The Supplier may, if it chooses, issue a written acceptance of the Order.

2.3 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise or representation 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 descriptions or illustrations of the Goods or 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.

2.5 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.

2.6 A Quotation shall not constitute an offer and is only valid for a period of 39 business days from its date of issue.

2.7 All of these conditions shall apply to the supply of both Goods and Services except where application to one or the other is specified.

3. Goods

3.1 The Goods are described in the Goods Specification.

3.2 The Customer shall have the right to inspect and test the Goods at any time before delivery.

3.3 If following such an inspection or testing the Customer considers that the Goods do not conform with the Supplier’s warranties at clause 5.1(a) to (d), the Customer shall inform the Supplier and the Supplier shall take such remedial action as is necessary pursuant to clause 5.2(a).

4. Delivery of Goods

4.1 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 and, if the Order is being delivered in instalments, the outstanding balance of Goods remaining to be delivered.

4.2 The Supplier shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after the Supplier notifies the Customer that the goods are ready.

4.3 Delivery of the Goods shall be completed on the Good’s arrival at the delivery location.

4.4 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.

4.5 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, 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.

4.6 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

5. Quality of Goods

5.1 The Supplier warrants that on delivery, and for a period of 12 months from the date of delivery (Warranty Period), the Goods shall:
(a) conform with their description and any applicable Goods Specification.
(b) be free from material defects in design, material, and workmanship.
(c) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
(d) be fit for purpose held out by the Supplier.

5.2 Subject to clause 0, if 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 5.1 and the Supplier is given a reasonable opportunity of examining such Goods; the Supplier shall (if it deems necessary), at its option, repair or replace the defective Goods or refund the price of the defective Goods in full.

5.3 The Supplier shall not be liable for the Goods’ failure to comply with the warranty in clause 5.1 if:
(a) the Customer makes any further use of such Goods after giving notice in accordance with clause 2.7(d);
(b) 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 (if there are none) good trade practise.
(c) the defect arises as a result of the Supplier following any drawing, design or Goods Specification supplied by the Customer.
(d) the Customer alters or repairs such Goods without the written consent of the Supplier.
(e) the defect arises because of fair wear and tear, wilful damage, negligence or abnormal working conditions.

5.4 Except as provided in this clause 5, the Supplier shall have no liability to the Customer in respect of the Good’s failure to comply with the warranty set out on clause 5.1.

5.5 The terms of these Conditions shall apply to any repaired or replacement Goods supplied by the Supplier under clause 2.7(d).

6. Title and Risk

Title of the Goods shall remain with the Supplier until the invoice has been paid in full. The risk in the Goods shall pass to the Customer on completion of delivery, or if the Delivery Location is abroad, at dockside.

7. Supply of Services

7.1 The Supplier shall provide the Services to the Customer in accordance with the Service Specification in all material respects.

7.2 The Supplier shall use all reasonable endeavours to meet any performance dates for the Services specified in the Order, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.

7.3 The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.

8. Customer’s Obligations

8.1 The Customer shall:
(a) ensure that the terms of the Order and (if submitted by the Customer) the Goods Specification are complete and accurate.
(b) comply with any instructions provided by the Supplier in respect of the provision of the Services.
(c) co-operate with the Supplier in all matters relating to the Services.
(d) provide the Supplier with such information as the Supplier may reasonably require supplying the Services and ensure that such information is accurate in all material respects.
(e) prepare the Customer’s premises for the supply of the Services.
(f) obtain and maintain all necessary licenses, permissions and consents which may be required for the Services before the date on which the Services are to start.

8.2 If the Supplier’s performance of any of its obligations in respect of the Services are prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
(a) the Supplier shall have the right to suspend performance of the Services until the Customer remedies the Customer Default.
(b) the Supplier shall not be liable for any costs or losses arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this clause 8; and
(c) the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.

9. Charges and Payment

9.1 The price of the Goods and/or Services shall be the price set out by the Supplier in the Order or, if no price is quoted, the price set out in the Quotation. The price of the Goods is exclusive of all costs and charges of packaging, insurance, transport of the Goods, which shall be paid by the Customer when it pays for the Goods.

9.2 The Supplier reserves the right to increase the price of the Goods and/or Services, by giving notice to the Customer any time before delivery, to reflect any increase in the cost of the Goods to Supplier that is due to:
(a) any factor beyond the control of the Supplier.
(b) any request by the Customer to change delivery date(s), quantities or types of Goods ordered, or the Goods Specification; or
(c) any delay caused by any instructions of the Customer in respect of the Goods or failure of the Customer to give the Supplier adequate information or instructions in respect of the Goods.

9.3 In the event of the Buyer delaying delivery of the Goods for a period of 14 days or more, for whatever reason, including but not limited to the failure to provide a Delivery Location, the Supplier may:
(a) invoice the Customer; and
(b) charge the Customer the reasonable costs of storage of the Goods and any other costs attributable to the delay.

9.4 The Supplier reserves the right to demand payment in part or full for the Goods and/or Services upfront at the time the Order is placed. In such circumstances the Supplier shall not process the Order until payment has been received.

9.5 Subject to clauses 9.3 and 9.4, the Supplier shall invoice the Customer on or at any time after completion of delivery in respect of both Goods and Services.

9.6 The Customer shall pay each invoice submitted by the Supplier:
(a) Within 30 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 in the Contract.

9.7 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, 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 at the same time as payment is due for the Goods and for Services.

9.8 Without limiting any other right or remedy of the Supplier, if the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment (Due Date), the Supplier shall have the right to charge interest on the overdue amount at the rate of 4 per cent per annum above the then current National Westminster Bank PLC’s base rate accruing on a daily basis from the Due Date until the date of actual payment of the overdue amount, whether before or after judgement, and compounding quarterly.

9.9 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.

10. Limitation of Liability

10.1 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.
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);
(d) breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
(e) defective products under the Consumer Credit Act 1987.

10.2 Subject to clause 10.1:
(a) The Supplier shall under no circumstance 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
(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 circumstance exceed £25,000.00.

10.3 Except as set out in these Conditions, all warranties, conditions, and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.

10.4 This clause 10 shall survive termination of the Contract.

11. Termination

11.1 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 7 days after receipt of notice in writing of the breach.
(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) 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 in partnership) has any partner to whom any of the foregoing apply;
(c) the other party suspends, threatens to suspend, ceases, or threatens to cease to carry on, all or substantially the whole of its business.

11.2 Without limiting its other rights or remedies, the Supplier may suspend the supply of Goods and/or Services, or 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, or the Customer becomes subject to any of the events listed in clause 11.1, or the Supplier reasonably believes that the Customer is about to become subject to any of them.

12. Consequences of Termination

On the termination of the Contract for any reason:
(a) the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, if no invoice has yet been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately upon receipt.
(b) 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
(c) clauses which expressly or by implication have effect after termination shall continue in full force and effect.

13. General

13.1 Force Majeure:
(a) For the purposes of this Contract, Force Majeure Event 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 party 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.
(b) The Supplier shall not be liable to the Customer because of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure event.
(c) If the Force Majeure Event prevents the Supplier from providing any of the Services and/or Goods for more than 4 weeks, 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.

13.2 Assignment and Subcontracting:
(a) The Supplier may at any time assign, transfer, 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, or deal in any other manner with all or any of its rights or obligations under this Contract.

13.3 Notices:
(a) Any notice or other communication required to be given to a party under or in connection with this Contract shall be in writing and shall be delivered to the other party personally or sent by a prepaid first class post, recorded delivery or by commercial courier, at its registered office (if a company) or (in any other case) its principal place of business, or sent by fax to the other party’s main fax number.
(b) Any notice or other communication shall be deemed to have been duly received if delivered personally, when left at such address or, if sent by prepaid first class post or recorded delivery, at 9.00am on the second business day after posting, or 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, on the next business day.
(c) This clause 13.3 shall not apply to the service of any proceedings or other documents in any legal action. For the purpose of this clause, ‘writing’ shall not include e-mails and for the avoidance of doubt, notice given under the Contract shall not be validly served if sent by e-mail.

13.4 Severance:
(a) If a court or any other competent authority finds that any provision of the Contract (or any part of any provision) is invalid, illegal, or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.
(b) If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable, and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

13.5 Third Parties:
A person who is not party to the Contract shall not have any rights under or in connection with it.

13.6 Variation:
Except as set out in these Conditions, any variation to the Contract shall only be binding when agreed in writing and signed by the Supplier.

13.7 Governing Law and Jurisdiction:
This Contract, 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, English Law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.

TERMS AND CONDITIONS FOR THE PURCHASE OF GOODS AND SERVICES

1. Interpretation

In these Conditions, the following definitions apply: Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 11.5.

Contract: the contract between the Customer and the Supplier for the sale and purchase of the Goods in
accordance with these Conditions.

Customer: The Pond Specialist Ltd.

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

Order: the Customer’s order for the Goods, as set out in the Customer’s purchase order form, the Customer’s written acceptance of the Supplier’s quotation, or overleaf, as the case may be.

Specification: any specification for the Goods, including any related plans and drawings, that is agreed in writing by the Customer and the Supplier.

Supplier: the person, firm or company from whom theCustomer purchases the Goods.

2. Basis of Contract

2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Supplier seeks to impose or
incorporate, or which are implied by trade, custom, practice or course of dealing.

2.2 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions.

2.3 The Order shall be deemed to be accepted on the earlier of:
(a) the Supplier issuing a written acceptance of the Order; and
(b) the Supplier doing any act consistent with fulfilling the Order,
at which point the Contract shall come into existence.

3. The Goods

3.1 The Supplier shall ensure that the Goods shall:
(a) correspond with their description and any applicable Specification;
(b) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979, as amended) and fit for any purpose held out by the Supplier or made known to the Supplier by the Customer expressly or by implication, and in this respect the Customer relies on the Supplier’s skill and judgement; (c) where applicable, be free from defects in design, material and workmanship; and
(d) comply with all applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling and delivery of the Goods.

3.2 The Supplier shall ensure that at all times it has and maintains all the licences, permissions, authorisations, consents and permits that it needs to carry out its obligations under the Contract.

3.3 The Customer shall have the right to inspect and test the Goods at any time before delivery and up to 7 days after delivery.

3.4 If following such inspection or testing the Customer considers that the Goods do not conform or are unlikely to comply with the Supplier’s undertakings at clause 3.1, the Customer shall inform the Supplier and the Supplier shall immediately take such remedial action as is necessary to ensure compliance.
In such circumstances payment due under clause 7 shall not be due until;
(a) The remedial action referred to herein is complete; or (b) Payment is due under clause 7.5;
whichever is the later

3.5 The Customer shall have the right to conduct further inspections and tests after the Supplier has carried out its remedial actions.

4. Delivery

4.1 Time is of the essence for delivery of the Goods under the Contract.

4.2 The Supplier shall ensure that:
(a) the Goods are properly packed and secured in such manner as to enable them to reach their destination in good condition; (b) each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, the Order number (if any), the type and quantity of the Goods, special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and
(c) if the Supplier requires the Customer to return any packaging material to the Supplier, that fact is clearly stated on the delivery note. Any such packaging material shall be returned to the Supplier at the cost of the Supplier.

4.3 The Supplier shall deliver the Goods:
(a) on the date specified in the Order, or, if no such date is specified, within 28 days of the date of the Order;
(b) to the Customer’s premises as set out in the Order or such other location as is set out in the Order, or as instructed by the Customer prior to delivery (Delivery Location); and (c) during the Customer’s normal business hours, or as instructed by the Customer.

4.4 Delivery of the Goods shall be completed on the completion of unloading the Goods at the Delivery Location.

4.5 The Supplier shall not deliver the Goods in instalments without the Customer’s prior written consent. Where it is agreed that the Goods are to be delivered by instalments, they may be invoiced and paid for separately. However, failure by the Supplier to deliver any one instalment on time or at all or any defect in an instalment shall entitle the Customer to the remedies set out in clause 5.

5. Remedies

5.1 If the Goods are not delivered on the date they are due as referred to in clause 4.3(a), or do not comply with the undertakings set out in clause 3.1, then, without limiting any of its other rights or remedies, the Customer shall have the right to any one or more of the following remedies, whether or not it has accepted the Goods:
(a) to terminate the Contract;
(b) to reject the Goods (in whole or in part) and return them to the Supplier at the Supplier’s own risk and expense;
(c) to require the Supplier to repair or replace the rejected Goods, or to provide a full refund of the price of the rejected Goods (if paid);
(d) to refuse to accept any subsequent delivery of the Goods which the Supplier attempts to make;
(e) to recover from the Supplier any costs incurred by the Customer in obtaining substitute goods from a third party.

5.2 These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.

5.3 The Customer’s rights and remedies under these Conditions are in addition to its rights and remedies implied by statute and common law.

6. Title and Risk

Title and risk in the Goods shall pass to the Customer on completion of delivery.

7. Price and Payment

7.1 The price of the Goods shall be the price set out in the Order, or, if no price is quoted, the price set out in the Supplier’s published price list or Quotation in force as at the date the Contract came into existence.

7.2 The price of the Goods is exclusive of amounts in respect of value added tax (VAT), but includes the costs of packaging, insurance and carriage of the Goods. No extra charges shall The Pond Specialist Ltd.
Terms and Conditions for the Purchase of Goods and Services 2
be effective unless agreed in writing and signed by the Customer.

7.3 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 Goods.

7.4 The Supplier may invoice the Customer for the Goods on or at any time after the completion of delivery.

7.5 Unless otherwise agreed in writing, the Customer shall pay correctly rendered invoices within 45 days of receipt of the invoice. Payment shall be made to the bank account
nominated in writing by the Supplier.

7.6 The Customer may, without limiting any other rights or remedies it may have, set off any amount owed to it by the Supplier against any amounts payable by it to the Supplier under the Contract.

8. Insurance

During the term of the Contract the Supplier shall maintain in force, with a reputable insurance company, professional indemnity insurance, product liability insurance and public liability insurance to cover such heads of liability as may arise under or in connection with the Contract, and shall, on the Customer’s request, produce both the insurance certificate giving details of cover and the receipt for the current year’s premium in respect of each insurance.

9. Termination or Variation

9.1 The Customer may terminate or vary the terms of the Contract in whole or in part at any time before delivery with immediate effect by giving the Supplier written notice, whereupon the Supplier shall discontinue or vary all work on the Contract. The Customer shall pay the Supplier a fair and reasonable amount to be agreed between the parties for varying the Order and in the case of termination, shall pay the Supplier fair and reasonable compensation for work-in progress at the time of termination, but such compensation shall not include loss of anticipated profits or any
consequential loss.

9.2 The Customer shall not have to pay the fair and reasonable compensation pursuant to clause 9.1 in the following events:
(a) the Customer cancels the Order within 48 hours of the Order being placed;
(b) the Supplier’s financial position deteriorates to such an extent that in the Customer’s opinion the Supplier’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or
(c) as a result of the actions of the Supplier, the Customer’s reasonable opinion is that the Supplier’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy;
(d) the Supplier has informed the Customer that it will not be able to fulfil its obligations under the Contract.

9.3 Termination of the Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination. Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect.

10. Force Majeure

Neither party shall be liable to the other for any delay or failure in performing its obligations under the Contract to the extent that such delay or failure is caused by an event or circumstance that is beyond the reasonable control of that party, and which by its nature could not have been foreseen by such party or, if it could have been foreseen, was unavoidable, provided that the Supplier shall use all reasonable endeavours to cure any such events or circumstances and resume performance under the Contract.
If any events or circumstances prevent the Supplier from carrying out its obligations under the Contract for a continuous period of more than 14 business days, the Customer may terminate this Contract immediately by giving written notice to the Supplier.

11. General

11.1 Assignment and subcontracting.
(a) The Customer may at any time assign, transfer, charge, subcontract or deal in any other manner with any or all of its rights or obligations under the Contract.
(b) The Supplier may not assign, transfer, charge, subcontract or deal in any other manner with any or all of its rights or obligations under the Contract without the Customer’s prior written consent.

11.2 Notices.
(a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office 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, or sent by pre-paid first class post, recorded delivery, commercial courier, fax.
(b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 11.2(a); if sent by pre-paid first class post or recorded delivery, 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, one business day after transmission.
(c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

11.3 Severance.
(a) If any court or competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.
(b) If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

11.4 Third party rights. A person who is not a party to the Contract shall not have any rights under or in connection with it.

11.5 Variation. Except as set out in these Conditions, any variation to the Contract, including the introduction of any additional terms and conditions, shall only be binding when agreed in writing and signed by the Customer.

11.6 Governing law and jurisdiction. The Contract, 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, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.