This document sets out the terms and conditions (the ‘Conditions’) on which Continal Group Ltd, a company registered in England and Wales with company number 04119112 whose registered office is at Unit C, Pipers Close, Pennygillam Industrial Estate, Launceston, Cornwall, PL15 7PJ, United Kingdom (the ‘Company’) sells the Goods to the Customer (all as defined below).
Please note that these Conditions have been drafted in the English language. If these Conditions are translated into any other language, the English language version shall prevail.
1.1 The following definitions and rules of interpretation apply in these Conditions:
‘Business Day’ means a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
‘Company Warehouse’ means the Company’s warehouse, which is confirmed in writing by the Company from time to time, where the Goods are made available for collection by the Company to the Customer.
‘Contract’ means these Conditions, the Quotation, the Designs and any special terms agreed in Writing between the Company and the Customer.
‘Customer’ means the person, firm or company who is acting for purposes that are wholly or mainly within their trade, business, craft or profession and orders the Goods from the Company.
‘Customer’s Premises’ means the site at which the Project will be performed, as set out on the Quotation, or such other address as is confirmed in Writing by the Customer.
‘Delivery Date’ means the date for delivery confirmed in Writing by the Company to the Customer.
‘Deposit’ means the non-refundable deposit representing 33% (or other amount or percentage that may be agreed in Writing) of the total price as set out in the Quotation.
‘Designs’ means the design drawings (if any) prepared by the Company for the Customer relating to the installation of the Goods.
‘Force Majeure Event’ means an event, circumstance or cause beyond the Company’s reasonable control including, but not limited to, strikes, lock-outs, trade disputes or labour troubles, Act of God, embargo, or other Governmental Act, regulation or request, fire, accident, war, riot, delay in transportation, inability to obtain adequate labour, materials or manufacturing facilities.
‘Goods’ means the goods (including any instalment of the Goods or any parts of them) set out in the Quotation.
‘Intellectual Property Rights’ means any patents, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, 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.
‘Project’ means the project described on the Quotation.
‘Quotation’ means the written quotation prepared by the Company and provided to the Customer.
‘Writing’ means a facsimile transmission, email, and other comparable means of communication.
1.2 The headings of these Conditions are for ease of reference only and do not affect the interpretation of these Conditions.
1.3 The singular, where appropriate includes the plural and vice versa.
1.4 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
1.5 The international rules for the interpretation of trade terms prepared by the International Chamber of Commerce (‘Incoterms’), shall apply in these Conditions but where they conflict with these Conditions, these Conditions shall prevail.
2.1 These Conditions shall apply to and be incorporated in the Contract and prevail over any inconsistent terms or conditions contained in, or referred to in, the Customer's order, purchase order, confirmation of order, specification, or implied by law, trade custom, practice or course of dealing.
2.2 No addition to, or variation of these Conditions will bind the Company unless it is specifically agreed in Writing and signed by a Director of the Company. No agent or person employed by, or under contract with the Company, has any authority to alter or vary in any way these Conditions except as stated above.
2.3 If these terms are so varied then, subject to the express terms of that variation, these Conditions shall continue to apply as if that variation were incorporated into this Contract.
2.4 Any typographical, clerical, or other error or omission in any sales literature, quotation, website, price list, acceptance of offer, invoice or other document or information issued by the Company shall be subject to correction without liability on the part of the Company.
3. How the Contract is Formed
3.1 All offers issued by the Company and Quotations are given on the basis of prompt acceptance by the Customer and shall remain open for acceptance for a period of 90 days unless revoked, withdrawn or verified by the Company prior to such acceptance.
3.2 Unless otherwise agreed in Writing by the Company, the Deposit shall be payable when the Customer accepts the Quotation or places the order. Payment shall be made by cheque, credit card, debit card, or interbank transfer.
3.3 The Customer’s acceptance of the Quotation or the Customer’s written order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions.
3.4 The Customer’s acceptance of the Quotation or the Customer’s written order shall only be deemed to be accepted when the Company confirms in Writing that the order or Quotation has been accepted (the ‘Order Confirmation’), at which point the Contract shall come into existence.
3.5 The Customer shall be responsible to the Company for ensuring the accuracy and completeness of the Quotation or any terms of any order submitted by the Customer, and for giving the Company any necessary information relating to the Goods within sufficient time to enable the Company to perform the Contract.
3.6 Any discrepancies contained in the Quotation must be notified in Writing to the Company within seven days of the date of the Quotation or the Company will be entitled to assume that all details contained therein are a correct and accurate interpretation of the Customer’s requirements.
3.7 After the Company has issued an Order Confirmation in accordance with clause 3.4, the Customer shall not be entitled to cancel the Contract (or any part) without the agreement of a Director of the Company in Writing and the Customer agrees to immediately pay the fair and reasonable costs of any or all work actually carried out by the Company prior to the date of such cancellation including but not limited to administration time, services, and the special order of non-stock goods.
4. Company specifications
4.1 All descriptions, specifications, drawings, layouts and dimensions submitted by the Company are to be deemed approximate only, and descriptions and illustrations in the Company’s catalogue, price lists and other advertising matter shall not form any part of the Contract nor have any contractual force.
4.2 The Company reserves the right to undertake such modifications or improvements to any of the Goods as shall be deemed necessary from time to time without any prior notification and such modifications or improvements shall not entitle the Customer to reject the Goods, improved or modified or any goods previously supplied to the Customer prior to the modification or improvement being affected.
5. Prices and charges
5.1 Until the Company has issued an Order Confirmation in accordance with clause 3.4, all prices are subject to change without prior notice.
5.2 The price of the Goods and the Designs shall be the Company’s quoted price set out in the Quotation. Prices quoted are exclusive of VAT and sales taxes unless otherwise stated, which the Customer shall additionally be liable to pay to the Company.
5.3 After the Company has issued an Order Confirmation in accordance with clause 3.4, all prices are subject to increase to reflect variations from time to time in costs which are due to any factor beyond the control of the Company (including without limitation costs of materials, labour, transport and any tax, fees or charge imposed by the government or other authority) or any change in delivery dates, quantities or specifications for the Goods which is requested by the Customer, or any delay caused by any instructions of the Customer or failure of the Customer to give the Company adequate information or instructions. The Company may, by giving notice to the Customer at any time before delivery, increase the prices in accordance with this clause 5.3.
6. Invoices and payments
6.1 Unless otherwise confirmed in Writing by the Company, the Customer agrees to pay the gross invoice amount no later than 1 day prior to the Delivery Date (the ‘Due Date’).
6.2 If the Customer fails to pay the invoice on the Due Date, the Company may, in addition to exercising rights at clause 14 and without prejudice to any other right or remedy available to the Company, charge interest (at the discretion of the Company) at a rate not greater than 5% above the base rate of the Bank of England which will be calculated from the Due Date until and including the date of the actual payment. If any invoice is not paid on the Due Date all other invoices issued to the Customer by the Company shall thereupon be deemed due and immediately become payable in full.
6.3 If the Customer issues a cheque which is not honoured on presentation or if the Company deems it necessary to arrange special presentation of a cheque, the Company reserve the right to charge the Customer with any additional costs incurred in relation to clearing the cheque.
7. Delivery of goods
7.1 If the Customer’s Premises are within the United Kingdom, the Company shall make reasonable efforts to deliver the Goods to the Customer’s Premises on the Delivery Date. If the Customer fails to take delivery of the Goods within three Business Days of the Delivery Date, delivery shall be deemed to take place at 9:00 am on the third Business Day after the Delivery Date.
7.2 If the Customer’s Premises are outside the United Kingdom, unless agreed otherwise in Writing by the Company, the Goods are delivered Ex Works at the Company Warehouse on the Delivery Date. The Customer shall, at the Customer’s costs, arrange all packaging, insurance and transportation of the Goods from the Company Warehouse.
7.3 Any Delivery Date quoted is approximate only and the Company shall not be liable for any loss, damage or expense arising from any delay in delivery however caused. The time for delivery shall not be of the essence. The Goods may be delivered by the Company in advance of the Delivery Date upon giving reasonable notice to the Customer.
7.4 The Company reserves the right to make delivery by instalments unless otherwise expressly stipulated in the Contract, and these Conditions shall apply to each instalment delivery and any claim by the Customer in respect of any one or more instalments shall not entitle the Customer to cancel any other instalment.
7.5 If the Company fails to deliver the Goods (or any instalment) due to a Force Majeure Event, or the Customer’s fault, and the Company is accordingly liable to the Customer, the Company’s liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of a similar description and quality in the cheapest market available, less the price of the Goods.
7.6 If The Customer fails to take delivery of the Goods on the Delivery Date or fails to give the Company adequate delivery instructions then, without limiting or of any other right or remedy available to the Company, the Company may store the Goods until actual delivery and charge the Customer for the reasonable costs (including insurance) or resell the Goods at the best price readily obtainable (after deducting all reasonable storage and selling expenses) and account to the Customer for the excess over the price under the Contract or charge the Customer for any shortfall below the price under the Contract.
7.7 If the Company has agreed to deliver the Goods, the mode of transport shall be determined at the Company’s sole discretion. For deliveries outside mainland Great Britain the Company shall be entitled to charge all additional delivery costs to the Customer.
7.8 The Customer is responsible for obtaining, at its own cost, such import licences and other consents in relation to the Goods as are required from time to time and, if required by the Company, the Customer shall make those licences and consents available to the Company prior to the Delivery Date.
8. Risk and property
8.1 The risk in the Goods shall pass to the Customer:
(a) If the Customer’s Premises are within the United Kingdom, at completion of delivery or, if the Customer fails to take delivery of the Goods, risk shall be deemed to have passed on the Delivery Date; or
(b) If the Customer’s Premises are outside the United Kingdom, in accordance with the Ex Works (when the Company notifies the Customer that the Goods are available for collection at the Company Warehouse).
8.2 Notwithstanding delivery and the passing of risk in the Goods or any other provision of these Conditions, the property and title in the Goods shall not pass to the Customer until:
(a) If the Customer’s Premises are within the United Kingdom, the Company has received (in cash or cleared funds) payment in full of the price of the Goods and all other goods sold by the Company to the Customer for which payment is due; or
(b) If the Customer’s Premises are outside the United Kingdom, the date on which the Goods arrive at the Customer’s Premises located outside the United Kingdom or when the Company has received (in cash or cleared funds) payment in full of the price of the Goods, whichever is later.
8.3 Until such time as the property in the Goods passes to the Customer, the Customer shall hold the Goods as the company’s fiduciary agent and bailee, and shall keep the Goods separate from those of the Customer and third parties and properly stored, protected and insured and identified as the Company’s property, but the Customer shall be entitled to resell or use the Goods in the ordinary course of its business.
8.4 Until such time as the property in the Goods passes to the Customer (and provided the Goods are still in existence and have not been resold) the Company shall be entitled at any time to require the Customer to deliver up the Goods to the Company and, if the Customer fails to do so, to enter upon the premises of the Customer or any third party where the Goods are stored and repossess the Goods.
8.5 The Customer may resell (but may not deal in any other way with) the Goods to a third party and pass good title to that third party on the following terms:
(a) the sale is in the ordinary course of the Customer's business;
(b) the Customer holds the proceeds of any resale on trust for the Company in a separate account in the joint names of the Company and the Customer and does not mix them with any other money or pay the proceeds into an overdrawn bank account; and
(c) the Customer shall account to the Company for the proceeds accordingly and shall make good any shortfall in the amount due to the Company.
8.6 The Customer shall lose its rights to possession and resale of the Goods if:
(a) the Customer becomes subject to any of the events in clause 14.1(b) to clause 14.1(d);
(b) the Contract terminates and the Customer does not pay all outstanding amounts under this Contract within 30 days; or
(c) the Customer suffers any legal or equitable execution to be levied on its property.
9. Inspection of goods
The Customer agrees to carefully examine the Goods on arrival at the Customer’s Premises and acceptance signed for by the Customer, or its appointed agent, shall be deemed to constitute acceptance by the Customer of the Goods in good condition and conformity in all respects with the order or the Quotation.
10. Warranty and Defective Goods
10.1 Subject to the exclusions set out in clause 10.2 below, the Company warrants that the Goods will correspond with their specification at the time of delivery and will be free from defects in material and workmanship from the date of delivery for the following periods:
(a) Panels, fitting systems, manifolds, valves, adapters, mixing systems and water controls: 20 (twenty) years.
(b) Electrical / electronic elements and circulation pumps: 2 (two) years.
(c) Floor heating pipe: 10 (ten) years.
(d) Quantum controls range: 5 (five) years.
10.2 Subject to clause 10.3 if:
(a) the Customer gives notice in writing to the Company during the warranty period within seven days from the Delivery Date or (whether defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure that some or all of the Goods do not comply with the warranty set out in clause 10.1;
(b) the Company is given a reasonable opportunity of examining such Goods; and
(c) the Customer (if asked to do so by the Company) returns such Goods to the Company’s Warehouse at the Customer's cost,
the Company shall, at its option, repair or replace the defective Goods, or credit the price of the defective Goods. The Customer shall not be entitled to make any claim in respect of such Goods for work done, transport claim, loss of profit on resale or in respect of any claim, loss, damage or expense whatsoever other than replacement cost.
10.3 The warranty at clause 10.1 is given by the Company subject to the following conditions:
(a) The Company shall be under no liability in respect of any defect in the Goods arising from any drawing, design or specification supplied by the Customer;
(b) The Company shall be under no liability in respect of any defect arising from wear or tear, wilful damage, negligence, abnormal working conditions, failure to follow the Company’s instructions (whether oral or in Writing), and or misuse or alteration or repair of the Goods without the Company's approval; and
(c) The Company shall be under no liability under the warranty at clause 10.1 (or any other warranty, condition or guarantee) if the total price for the Goods has not been paid by the Due Date.
10.4 The warranty at clause 10.1 does not extend to parts, materials or other equipment not manufactured by the Company in respect of which the Customer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to the Company.
11. Returns and claims
11.1 Returns process. Subject to clause 10, if the Customer wishes to return Goods in full or part, for any other reason, the Goods shall only be accepted for return when:
(a) The Customer has notified the Company of the Customer’s intention to return the Goods and the reason for the return by email to email@example.com within seven working days of delivery taking place in accordance with clause 7.1 or clause 7.2;
(b) The Company has accepted the reason for the return and issued a Return Number by email;
(c) The Customer has accepted any restocking fee that may be applied by the Company by the Customer making the return;
(d) The Goods, when returned to the Company, are in their original packaging and in a resaleable condition;
(e) The Goods are returned, with the Returns Number being clearly visible on the outer packaging, within seven days of the Returns Number being issued. Failure by the Customer, for whatever reason, to not return the Goods within that period shall result in the return being cancelled and the Goods deemed accepted by the Customer;
(f) In all cases the freight, carriage, postage and packaging costs incurred by the Customer to return Goods are at the Customer’s cost and shall not be reimbursed by the Company; and
(g) The Company shall issue the Customer with a credit note, replacement goods or a refund of the cost of the Goods within 30 Business Days (or sooner) following receipt by the Company of the returned Goods to allow the Goods to be inspected and a decision made solely by the Company on whether to restock, replace or refund for the returned Goods.
11.2 Surplus or unwanted Goods
(a) If a Customer wishes to return to the Company Goods that the Customer deems to be surplus or unwanted, the Company is under no obligation to accept the return unless and until a Director agrees to the return in Writing and the request to return the surplus or unwanted Goods is made within 30 Business Days of delivery taking place in accordance with clause 7.1 above or clause 7.2 above and the model, make or version of the Goods are still sold by the Company;
(b) The Goods must be returned within seven days of permission being given by the Company and in a resalable condition complete with any accessories, fittings, fixtures and instructions, in the Goods original undamaged packaging (with the exception of any outer plastic security film); and
(c) Upon receipt of the Goods, the Company shall determine (in its sole discretion) if the returned Goods are in a resalable condition, and if so, the Company shall issue a credit note for the value of the Goods minus a restocking fee of either £20 (twenty pounds) or 25% whichever is the greater.
12.1 If the Quotation or Customer’s order includes a request for the Designs, the Company shall provide the Customer with the Designs within 14 days of the date of the Order Confirmation.
12.2 The Customer shall provide the Company with all necessary information including floor plans, dimensioned construction drawings, designs, models, dimensioned section drawings, material specifications and heat loss calculations (the ‘Customer Information’). The Designs shall be produced using the Customer Information. If the Customer fails to provide the Customer Information the Company shall use reasonable care to estimate and or assume the missing Information (the ‘Missing Information’) based upon commonly accepted industry practice.
12.3 The Customer grants to the Company a non-exclusive, royalty-free licence to copy and modify the Customer Information for the purpose of producing the Designs.
12.4 If the Customer does not approve the Designs, it shall give written notice of such rejection to the Company within 5 days of receipt of the Designs (together with reasons for the rejection). In the absence of a written notice of rejection, within 5 days of receipt of the Designs, the Designs shall be deemed to have been approved by the Customer.
12.5 By approving the Design, the Customer accepts that the Customer Information and Missing Information used is correct and the Company shall be under no liability to refund payments, replace Goods, make good, pay for consequential loss or damage, or have any other liability if subsequently it is found that the Missing Information was incorrect or calculated incorrectly.
12.6 The Customer agrees that the Company (and its licensors) shall retain ownership of all Intellectual Property Rights in the Designs and related to the Goods, excluding the Customer Information.
12.7 The Company grants to the Customer a non-exclusive, royalty-free, non-transferable licence to copy and use the Designs for the purpose of installing the Goods at the Project.
12.8 The Customer shall indemnify the Company against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by the Company in connection with any claim made against the Company for actual or alleged infringement of a third party's Intellectual Property Rights arising out of or in connection with the Company’s use of the Customer Information. This clause 12.8 shall survive termination of the Contract.
13. Limitation of Liability
13.1 This clause 13 sets out the entire financial liability of the parties (including any liability for the acts or omissions of their respective agents, subcontractors, consultants and employees) to each other for:
(a) any breach of the Contract however arising;
(b) any use made of the Goods or the Designs; and
(c) any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Contract.
13.2 Nothing in the Contract shall limit or exclude the liability of either party for:
(a) for death or personal injury caused by its negligence;
(b) for fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
(d) for any other liability which cannot be limited or excluded by applicable law.
13.3 Subject to clause 13.2 above, the Company shall not under any circumstances whatever be liable to the Customer, whether in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, for any loss of profit; loss of goodwill; loss of business; loss of business opportunity; loss of anticipated saving; loss or corruption of data or information; or special, indirect or consequential damage.
13.4 Subject to clause 13.2 above and clause 13.3 above, the Company’s total liability arising under or in connection with the Contract, whether arising in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, shall in all circumstances be limited to the total price paid by the Customer for the Goods and the Designs.
13.5 All other warranties or conditions (whether express or implied) as to quality, condition, description, compliance with sample or fitness for purpose (whether statutory or otherwise) other than those expressly set out in the Contract are excluded from the Contract to the fullest extent permitted by law.
13.6 This clause 13 shall survive termination of the Contract.
14.1 Without limiting its other rights or remedies, the Company may terminate this Contract with immediate effect by giving written notice to the Customer if:
(a) the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of being notified in writing to do so;
(b) the Customer 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), 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 Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
(d) the Customer's financial position deteriorates to such an extent that in the Company's opinion the Customer's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
14.2 Without limiting its other rights or remedies, the Company may suspend provision of the Goods and the Designs under the Contract, or any other contract between the Customer and the Company, if the Customer becomes subject to any of the events listed in clause 14.1(b) above to clause 14.1(d) above, or the Company reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the Due Date.
14.3 Without limiting its other rights or remedies, the Company 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.
14.4 On termination of the Contract for any reason the Customer shall immediately pay to the Company all of the Company's outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, the Company shall submit an invoice, which shall be payable by the Customer immediately on receipt.
14.5 Termination of the Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
14.6 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.
15.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by this clause 15 above.
15.2 Each party may disclose the other party's confidential information:
(a) to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under 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 15 above; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
15.3 Neither party shall use the 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.
16. Force majeure
The Company shall not be in breach of the Contract nor liable to the Customer to the extent that the fulfilment of its obligation to the Customer has been prevented, hindered or delayed by a Force Majeure Event. In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed.
17.1 These Conditions are drafted in the English language. If these Conditions are translated into any other language, the English language version shall prevail.
17.2 Any notice given under or in connection with the Contract shall be in the English language. All other documents provided under or in connection with the Contract shall be in the English language, or accompanied by a certified English translation.
17.3 The English language version of the Contract and any notice or other document relating to the Contract shall prevail if there is a conflict except where the document is a constitutional, statutory or other official document.
18. Data Protection
19.1 A person who is not a party to the Contract has no right under The Contract (Rights of Third Parties) Act 1999 to enforce any term of the Contract, this does not affect any right or remedy of a third party which exists or is available apart from that Act.
19.2 Any notice relating to these Conditions shall be in Writing and maybe served or delivered to the party to be served in the case of The Company at its registered office and in the case of an individual at his address notified in Writing to the other party from time to time and notices sent by first class delivery mail shall be deemed to have been delivered seventy-two hours after posting and proof of due posting shall be sufficient evidence of delivery.
19.3 If any provision of these Conditions is held by any competent authority to be 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 hereby.
19.4 No waiver by the Company of any breach of the Contract by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision.
19.5 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. Each party agrees that it 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 based on any statement in the Contract
19.6 The Company may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.
19.7 The Customer may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Company.
19.8 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.
19.9 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Contract or its subject matter or formation.