UK Mainland Only – * excluding areas mentioned below.

Service:

We undertake to deliver all orders received to you within 7-10 working days, providing that the relevant items are in stock. Notification will be sent for out of stock items, together with the anticipated due date into our warehouse. If you wish to split the order for more than one delivery, a separate charge may be applied to each delivery.

Booking In:

The majority of orders will be booked in no less than two days prior to the delivery and a message will be left if you do not answer and there is a facility to leave a message. If you refuse delivery then we will reschedule for the next time we are in the area. Please note that the refusal may cause the delivery to extend beyond the 7-10 day period. Some customers may be called the day before if we have free slots available on a run. In these instances no messages will be left as time constraints make it difficult to finalise a run when waiting for responses. However, we will contact you again to arrange delivery within the 7-10 day period.

You will be given a timeslot of either AM (7.00am-12 noon) or PM (12 noon-6.00pm) Monday to Friday (excluding Bank Holidays) so you do not need to wait in all day. We will require at least two contact details from you, i.e. mobile number, daytime/evening number and/or an email address. Clearly the more contact details we have will increase the likelihood of us being able to contact you.

Conditions:

All orders will be delivered on a 2-Man service to a ‘Room of Choice’. However, this will not involve any unpacking, on-site assembly or removal of packaging. If our delivery teams feel that damages to the product or premises or injury to themselves or others may occur through delivery to a specific room, we will advise them to leave the goods in a safe and convenient place.

Scotland Surcharge:

There will be a surcharge of £24.00 for the following Scottish postcodes:

PA – Paisley 1-19* (see below) 

FK – Falkirk

KY – Kirkaldy 

PH – Perth

DD – Dundee 

AB – Aberdeen

IV – Inverness 

KW – Kirkwall * 

Surcharges for PA - Paisley postcodes 20 and above, plus some of the far reaching highland locations will need to be advised on a case by case basis. Please ensure these charges are clarified and agreed before placing the order. Also, please be aware that any deliveries to the postcodes above can only be delivered as a one man delivery as they will have to be delivered using our commercial fleet. This may mean that the delivery times will be extended to 2-3 weeks, however, every effort will be made to achieve the 7-10 day lead time whenever possible. To avoid disappointment please contact the GH Direct Home Delivery Team for confirmation of the delivery date.

Offshore Isles:

Our Home Delivery Service is limited to UK mainland only. If you require deliveries to offshore isles & Ireland you will need to arrange your own carrier. You can arrange for them to collect directly from our warehouse or we can deliver into the depot of your choice on our normal 2 – 3 week delivery service, neither of which will incur a delivery charge. However, should you require these to be at the depot within 7-10 days, we can arrange the delivery through our Home Delivery Service at the usual standard rate.

Assembly:

This service will allow us to deliver fully assembled furniture directly to you for a surcharge. This applies to ALL cabinets and chairs requiring assembly. For practical reasons we are unable to assemble beds, wardrobes or dining tables. Please contact us for a price for this service when placing orders.

1.1. In these Conditions:

“the Buyer” means the person who accepts a quotation of the Seller for the supply of the Goods or whose order for Goods is accepted by the Seller

“the Goods” means the goods (including any instalments of goods or any parts therefor) which the Seller is to supply in accordance with these Conditions 

“the Seller” means Ghyll House Upholstery Ltd (registered in England under number 11553221)

“these Conditions” means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Buyer and the Seller 

“the Contract” means the contract for the sale and purchase of the Goods

“writing” includes telex, cable, facsimile transmission and comparable means of communication.

1.2. Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.

1.3. The headings in these Conditions are for convenience only and shall not affect their interpretation. 

2.1. The Seller shall supply and the Buyer shall purchase the Goods in accordance with any written quotation of the Seller which is accepted by the Buyer, or any written order of the Buyer which is accepted by the Seller, subject in either case to these Conditions, which are the only Conditions upon which the Seller is prepared to deal with the Buyer and which shall govern the Contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made, by the Buyer.

2.2. These Conditions may only be modified by a variation in writing signed on behalf of the Seller by a Director and no other action on the part of the Seller (whether delivery of the Goods or otherwise) shall be construed as an acceptance of any other conditions.

2.3. These Conditions ((as modified) in accordance with Condition 2.2 and together with the matters referred to on the fact of the Seller’s (quotation and/or acceptance of order)) embody the entire understanding of the parties and supersede any prior promises, representations, undertakings or implications. The Seller’s employees or agents are not authorised to make any representations concerning the Goods unless confirmed in writing on behalf of the Seller by a Director. In entering into the Contract, the Buyer acknowledges that it does not rely on and waives any claims for breach of, any such representations which are not so confirmed.

2.4. Any advice or recommendation given by the Seller or its employees or agents to the Buyer or its employees or agents as to the storage, application or use of the Goods which is not confirmed in writing by a Director or the Seller is followed or acted upon entirely at the Buyer’s own risk, and accordingly the Seller shall not be liable for any such advice or recommendation which is not confirmed.

2.5. Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.

2.6. No Contract shall be concluded until the Seller dispatches an acknowledgement of order to the Buyer. Any quotation in whatever form given by the Buyer is given subject to these Conditions and does not constitute an offer to sell.

3.1. No order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until confirmed in writing by the Seller which acceptance shall be subject to Condition 2.1 above.

3.2. The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Buyer, and for giving the Seller any information and instructions within a sufficient time to enable the Seller to perform the Contract in accordance with its terms.

3.3. Unless otherwise agreed by a Director of the Seller in writing, the specification quantity, quality and description of the Goods shall be those set out in the Seller’s acknowledgement of order and unless specifically stated by the Buyer in writing and acknowledged by the Seller in writing, the Seller shall not be deemed to be aware of any special requirements of the Buyer as to the quality of the Goods or of any particular purpose for which the Goods are required.

3.4. The Seller reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable statutory or E.U. requirements or, where the Goods are to be supplied to the Seller’s specification, which do not materially affect their quality or performance and the Seller may carry out without notice by the Buyer alterations or improvements in (design), materials or methods of manufacture of the Goods from time to time.

3.5. No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in writing of the Seller and on terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs, damages, charges and expenses incurred by the Seller as a result of cancellation.

3.6. Without prejudice to clause 3.5 above where the Seller shall have agreed to accept returned Goods for credit, a handling charge of 10% of the net invoice value will be payable.

4.1. The price of the Goods and/or Services shall be the Seller’s quoted price or, where no price has been quoted (or a quoted price is no longer valid) then the price listed in the Seller’s published price list current at the date of acceptance of the order. Where Goods are supplied for export from the United Kingdom, the Seller’s published export price list shall apply. Unless otherwise agreed in writing all prices quoted are valid for 30 days only or until earlier acceptance by the Buyer, after which time they may be altered by the Seller without giving notice to the Buyer.

4.2. The Seller reserves the right, by giving notice to the Buyer at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, or other costs of supply), any change in delivery dates, quantities or specification for the Goods which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions.

4.3. Except as otherwise stated under the terms of the Seller’s quotation or otherwise agreed in writing between the Buyer and the Seller, all quoted prices for Goods are given by the Seller on a net delivered basis (i.e. inclusive of charges for carriage, packaging (and insurance)).

4.4. The price is exclusive of any applicable value added tax (or other applicable sales tax), which the Buyer shall be additionally liable to pay to the Seller save where the buyer qualifies for exemption from paying value added tax and shall have produced to the Seller in advance of order a current valid VAT Exemption Certificate and/or such other evidence of such exemption as the Seller may reasonably require.

4.5. The costs of pallets and returnable containers will be charged to the Buyer in addition to the price of the Goods, but full credit will be given to the Buyer provided they are returned undamaged to the Seller before the due payment date.

5.1. Subject to any special terms agreed in writing between the Buyer and the Seller, the Seller shall be entitled to invoice the Buyer for the price of the Goods at any time after delivery save where Goods are to be collected by the Buyer or the Buyer wrongfully fails to take delivery of the Goods, in which event the Seller shall be entitled to invoice the Buyer for the price of the Goods at any time after delivery save where Goods are to be collected by the Buyer or the Buyer wrongfully fails to take delivery of the Goods in which event the Seller shall be entitled to invoice the Buyer at any time after the Seller has notified the Buyer that the Goods are ready for collection as (as the case may be) the Seller has tendered delivery of the Goods.

5.2. Unless otherwise agreed in writing the Buyer shall pay the price by cash or cleared funds on or before delivery of the Goods. Where the Seller has agreed to allow the Buyer credit terms, the Buyer shall pay the price (less any discount for prompt payment as may be agreed by the Seller but otherwise without deduction or set-off whatsoever) within 30 days of the date of the Seller’s invoice notwithstanding that delivery of the Goods may not have taken place and the property of the Goods has not passed to the Buyer.

5.3. The time of payment of the price (or any instalment thereof) shall be of the essence of the Contract. Receipts for payment will be issued only upon request.

5.4. If the Buyer fails to make any payment on the due date then, without prejudice to any other rights or remedy available to the Seller, the Seller shall be entitled to:

5.4.1. cancel the Contract or suspend any further performance of its obligations thereunder;

5.4.2. appropriate any payment made by the Buyer to such of the Goods (or the Goods supplied under any other Contract between the Buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer);

5.4.3. immediate payment of the entire contract price notwithstanding the provisions for payment contained in Condition 5.1 and 5.2 above or any other agreement or arrangement between the Seller and the Buyer;

5.4.4. charge the Buyer interest (both before and after any judgement) on the amount unpaid (together with sums payable by virtue of Condition 5.4.3 above) accruing on a daily basis, at the rate of 4 per cent per annum above Barclays bank Plc base rate from time to time, until payment in full is made;

5.4.5. charge the Buyer for any third-party costs in attempting to recover the amount due.

6.1. Delivery of the Goods shall be made by the Buyer collecting the Goods at the Seller’s premises at any time after the Seller has notified the Buyer that the Goods are ready for collection or, if some other place for delivery is agreed by the Seller, by the Seller delivering the Goods to that place.

6.2. The Seller will not be liable to the Buyer for any loss or damage (whether direct, indirect or consequential) sustained by the Buyer as a result of any delay in delivery or dispatch of the Goods where such delay is caused by lack of instructions from the Buyer, strikes, lock-outs, other industrial actions, failure of the Seller’s suppliers or carriers to fulfill their obligations, or any other cause beyond the Seller’s reasonable control.

6.3. Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated.

6.4. If the Buyer fails to take delivery of the Goods (which includes for these purposes a failure to ensure that authorised personnel are in attendance to accept delivery) or fails to give the Seller adequate delivery instructions at the time stated for delivery (otherwise than by reason of the Seller’s fault) then, without prejudice to any other right or remedy available to the Seller, the Seller may:

6.4.1. store the Goods until actual delivery and charge the Buyer for the reasonable cost (including insurance) of storage and for re-delivery or;

6.4.2. sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess of the price under the Contract or charge the Buyer for any shortfall below the price under the Contract.

6.5. Time for delivery of the Goods shall not be of the essence unless previously agreed by a Director of the Seller in writing. The Goods may be delivered by the Seller in advance of the estimated delivery date upon giving reasonable notice to the Buyer.

6.6. If the Seller fails to deliver the Goods or perform the services for any reason other than any cause beyond the Seller’s reasonable control or the Buyer’s fault, and the Seller is accordingly liable to the Buyer, the Seller’s liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar Goods to replace those not delivered over the price of the Goods.

7.1. Risk of damage to or loss of the Goods shall pass to the Buyer:

7.1.1. in the case of Goods to be delivered at the Seller’s premises, at the time when the Seller notifies the Buyer that the Goods are available for collection, or;

7.1.2. in the case of Goods to be delivered otherwise than the Seller’s premises, at the time of delivery or, if the Buyer wrongfully fails to take delivery to the Goods, the time when the Seller has tendered delivery of the Goods.

7.2. Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, the property in the Goods shall not pass to the Buyer until the Seller has received, in cash or cleared funds, payment in full of the price of the Goods and all the other Goods agreed to be sold by the Seller to the Buyer for which payment is then due.

7.3. Until such time as the property in the Goods passes to the Buyer:

7.3.1. the Buyer shall hold the Goods at the Seller’s fiduciary agent and bailee, and shall keep the Goods separate from those of the Buyer and third parties and property stored, protected and insured and clearly identified as the Seller’s property and;

7.3.2. the Buyer shall be entitled to resell or use the Goods in the ordinary course of its business, but shall account to the Seller’s for the proceeds of sale or otherwise of the Goods, whether tangible or intangible, including insurance proceeds, and shall keep all such proceeds separate from all moneys or property of the Buyer and third parties and, in case of tangible proceeds, properly stored, protected and insured.

7.4. Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold), the Seller shall be entitled at any time to require the Buyer to deliver up the Goods to the Seller and, if the Buyer fails to do so forthwith, the Seller is hereby granted an irrevocable licence to enter upon any premises of the Buyer where the Goods are stored and repossess the Goods.

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

7.6. This Condition 7 shall survive termination of the Contract for whatever reason.

8.1. It is understood that the Seller is not an insurer, that insurance (if thought appropriate), shall be obtained by the Buyer and that the amounts payable to the Seller under this agreement are based upon the value of the Goods and/or services to be supplied or provided hereunder and the scope of liability of the Seller as set out herein. The entire liability of the Seller (including any liability for the acts and omissions of its employees, agents or sub-contractors) to the Buyer in respect of any breach of its contractual obligations arising directly or indirectly under the Contract express or implied by law (including without limitation late delivery and/or non-delivery) and any representation statement or tortious act or omission including negligence arising under or in connection with the contract (and subject always to the following sub-clauses of this Condition 8) shall be limited to damages of an amount not exceeding the contract price.

8.2. The Seller itself gives no undertaking or guarantee and accepts no liability (whether express or implied statutory or otherwise) in respect of the description, quality or fitness for purpose of the Goods but does undertake in the event that any defect in workmanship or materials is notified to it within 30 days of delivery of the Goods (or such other longer period as shall be agreed in writing between the parties) by using if requested its best endeavours to pass on to the Buyer the benefit of any guarantee condition or warranty given to it in respect thereof by its supplier.

8.3. Subject as expressly provided in these Conditions, and except where the Goods are sold to a person dealing as a consumer (within the meaning of the unfair contract terms act 1977 (“the Act”)) unless the Contract is an international supply contract (as described in section 26 of the Act), all warranties, conditions or other terms implied by statute or common law in relation to the Goods and/or services supplied are excluded to the fullest extent permitted by law.

8.4. Any claim by the Buyer which is based on the failure of the Goods to correspond with specification or if the quantity of Goods delivered does not correspond with the quantity required to be delivered shall (whether or not delivery is refused by the Buyer) be notified to the Seller in writing within 7 days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. Claims in respect of non-delivery of Goods shall be notified to the Seller in writing within 10 days of the receipt by the Buyer of the Seller’s invoice, therefore. If delivery is not refused , and the Buyer does not notify the Seller in accordance with the above provisions, the Buyer shall not be entitled to reject the Goods and the Seller shall have no liability for such defects or failure, and the Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract. The Buyer shall in any event afford the Seller a reasonable opportunity to inspect the Goods supplied and the Buyer will, if requested by the Seller, return the allegedly defective Goods at the sole risk of the Buyer to the Seller’s premises, carriage pre-paid for inspection to take place there.

8.5. Where any valid claim in respect of any of the Goods which is based on their failure to meet specification or upon short delivery or non-delivery is notified to the Seller in accordance with these Conditions, the Seller shall be entitled to replace the Goods (or the part in question) free of charge or, at the Seller’s sole discretion refund to the Buyer the price of the Goods (or a proportionate part of the price) or make a further delivery to make up the deficiency; but the Seller shall have no further liability to the Buyer. If the quantity delivered exceeds the Contract quantity, then the Buyer shall be entitled to return the excess or to retain the whole in which case the price shall be adjusted at the Contract rate then prevailing.

8.6. Except in respect of death or personal injury caused by the Seller’s negligence, the Seller shall not be liable to the Buyer by reason of any representation, or any implied warranty, condition or other term or any duty at common law, or under the express terms of the Contract, for any consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of the Seller, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use of resale by the Buyer except as expressly provided in these Conditions.

8.7. The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing or any failure to perform, any of the Seller’s obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Seller’s reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the Seller’s reasonable control:

8.7.1. act of God, explosion, flood, tempest, fire or accident;

8.7.2. war or threat of war, sabotage, insurrection, civil disturbance or requisition;

8.7.3. acts, restrictions, regulations by-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;

8.7.4. import or export regulations or embargoes;

8.7.5. strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Seller or of a third party).

9.1. All drawings, photographs, illustrations, specifications, performance data, dimensions, weights and the like, whether contained in the Contract or made by way of representation, have been provided by the Seller in the belief that they are as accurate as reasonably possible, but they do not constitute a description of the Goods, shall not be taken to be representations made by the Seller, and are not warranted to be accurate.

10.1. Unless otherwise agreed in writing between the Buyer and the Seller, patent and design rights and all other intellectual property rights whatsoever relating to the Goods shall as between the parties remain the absolute property of the Seller and where any drawings, designs, specifications, samples or other items have been supplied by the Seller, then all intellectual property rights therein shall as between the parties be and remain the absolute property of the Seller.

10.2. If the Goods are to be manufactured or any process is to be applied to the Goods by the Seller in accordance with a drawing, design or specification submitted by the Buyer then in any such case the Buyer shall indemnify the Seller against all loss, damages, costs and expenses awarded against or incurred by the Seller in connection with or paid or agreed to be paid by the Seller in settlement of any claim for infringement of any patent, copyright, design right, trade mark, or other intellectual property rights or any other person which results from the seller’s use of any drawing, design, specification or other item that shall have been supplied by the Buyer.

10.3. Subject to condition 10.2 above if any claim is made against the Buyer that the Goods infringe or that their use or resale infringes the patent, copyright, design right, or other intellectual property right of any other person, the Seller shall indemnify the Buyer against all loss, damages, costs and expenses awarded against or reasonably incurred by the Buyer in connection with the claim, or paid or agreed to be paid by the buyer in settlement of the claim, provided that:

10.3.1. the Seller is given full control of any proceedings or negotiations in connection with any such claim;

10.3.2. the Buyer shall give the Seller all reasonable assistance for the purpose of any such proceedings or negotiations;

10.3.3. except pursuant to a final award, the Buyer shall not pay or accept any such claim, or compromise any such proceedings without the consent in writing of the Seller (which shall not be unreasonably withheld);

10.3.4. the Buyer shall do nothing which would or might vitiate any policy of insurance or insurance cover which the Buyer may have in relation to such infringement, and the indemnity shall not apply to the extent that the Buyer recovers any sums under any such policy or cover (which the Buyer shall use its best endeavours to do);

10.3.5. the Seller shall be entitled to the benefit of, and the Buyer shall accordingly account to the Seller for, all damages and costs (if any) awarded in favour of the Buyer, which are payable by or agreed with the consent of the Buyer (which consent shall not be unreasonably withheld) to be paid by any other party in respect of any such claim and;

10.3.6. without prejudice to any duty of the Buyer at common law, the Seller shall be entitled to require the Buyer to take such steps as the Seller may reasonably require to mitigate or reduce any such loss, damages, costs or expenses for which the Seller is liable to indemnify the Buyer under this Condition.

11.1. This condition applies if the Buyer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction of a solvent company) or an encumbrance takes possession or a receiver is appointed, of any of the property or assets of the Buyer or the Buyer ceases, or threatens to cease to carry on business or the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.

11.2. If this Condition 11 applies then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer, and if the Goods or services have been supplied but not paid, for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

12.1. In these Conditions “incoterms” means the international rules for the interpretation of trade terms of the international Chamber of Commerce as in force at the date when the Contract is made. Unless the context otherwise requires, any term of expression which is defined in or given a particular meaning by the provisions of incoterms shall have the same meaning in these Conditions, but if there is any conflict between the provisions of incoterms and these Conditions, the latter shall prevail.

12.2. Where the Goods are supplied for export from the United Kingdom, the provisions of this Condition 12 shall (subject to any special terms agreed in writing between the Buyer and the Seller) apply notwithstanding any other provision of these Conditions.

12.3. The Buyer shall be responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination and for the payment of any duties thereon.

12.4. Unless otherwise agreed in writing between the Buyer and the Seller, the Goods shall be delivered (f.o.b. the air or port of shipment) and the Seller shall be under no obligation to give notice under section 32(2) of the Sales of Goods Act 1979.

12.5. The Buyer shall be responsible for arranging for testing and inspection of the Goods at the Seller’s premises before shipment. The Seller shall have no liability for any claim in respect of any defect in the Goods which would be apparent on inspection and which is made after shipment, or in respect of any damage during transit.

12.6. Payment of all amounts due to the Seller shall (unless otherwise agreed between the parties in writing), be made by irrevocable letter of credit opened by the Buyer in favour of the Seller and confirmed by a bank acceptable to the Seller.

13.1. The Buyer shall indemnify the Seller against all claims made against the Seller and all losses, liabilities, costs and expenses consequent thereon which arise whether directly or indirectly out of loss or damage to property or injury to or death of any person caused or alleged to be caused by or consequent upon the supply of a product as defined in Section 1 of the Consumer Protection Act 1987 to any third party by the Buyer which comprises the Goods the subject of this Contract whether or not such claim is made pursuant to the said Act of the legislation of any member state of the European Union made pursuant to or in accordance with the Directive of the Council of European Communities dated 25th July 1985 (No B5/374/EEC) or the analogous legislation or other rules of law of any other country relating to product liability.

14.1. Any notice required or permitted to be given by either party to the other unless these Conditions shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.

14.2. No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.

14.3. If any provision of any clause or sub-clause of the Conditions is held by any competent authority to the invalid or unenforceable in whole or in part, the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.

The Contract shall be governed and construed in accordance with English law and it is irrevocably agreed for the exclusive benefit of the Seller that the Courts of England are to have jurisdiction to settle any disputes which may arise out of or in connection with the Contract (in this clause referred to as “Proceedings”) which may be brought in such Courts. Nothing in this clause shall limit the right of the Seller to take Proceedings against the Buyer in any other Court of competent jurisdiction, nor shall the taking of Proceedings in one or more jurisdiction preclude the taking of Proceedings in any other jurisdiction, whether concurrently or not.

Note: The Seller’s prices are calculated on the basis that these Conditions will apply. Buyers requiring prices to be quoted on a different basis should inform the Seller.