Terms & Conditions

Rotorflush Filters Ltd Terms and Conditions

1. INTERPRETATION

1.1 In these Conditions:

"Buyer" means the person who purchases the Goods from the Seller.

"Conditions" means the Seller's terms and conditions of sale as 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 and set out in the Order.

"Contract" means the contract formed between the Seller and the Buyer for the sale and purchase of the Goods as provided for in the Order and these Conditions.

"Goods" means the goods (including any installment of the goods or any parts for them) which the Seller is to supply as referred to in the Order.

"Order" means the Buyer's order for the Goods as set out in the Seller's order form as signed by or on behalf of the Buyer or, to the extent applicable, the Buyer's written acceptance of the Seller's written quotation for the supply of the Goods in either case as submitted in Writing to the Seller or such other order for the Goods as may have been submitted by the Buyer to the Seller and which has been accepted by the Seller.

"Seller" means Rotorflush Filters Ltd a private company incorporated in England and Wales with registration number 07472511.

"Writing" includes email, facsimile transmission, any ordering system operated through the Seller's website and other form of electronic communication whereby written communications are made between the Buyer and the Seller.

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.

1.4 Reference in these Conditions to:

(a) a "business day" means a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business;
 

(b) a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality); and
 

(c) a party includes such party's successors and permitted assigns and, in respect of an individual, their personal representatives.

2. BASIS OF CONTRACT

2.1 The Seller shall sell and the Buyer shall purchase the Goods in accordance with the terms of the Contract.

2.2 These Conditions apply to the Contract to the exclusion of any other terms that the Buyer may seek to impose or incorporate or rely on (including any such terms as may be set out in or attached to any order form, purchase order, receipt, website or email sent or made available by the Buyer to the Seller whether before or after the date the Contract is formed and any terms which are implied by law, trade custom, practice or course of dealing) and the Buyer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Buyer that is inconsistent with these Conditions.

2.3 The Order constitutes an offer by the Buyer to purchase the Goods in accordance with the terms set out in the Order and these Conditions. The Buyer is responsible for ensuring that the terms of the Order are complete and accurate and that the Goods are suitable for the purpose intended by the Buyer.

2.4 The Order shall only be deemed to be accepted when the Seller issues a written acceptance of the Order, at which point the Contract shall come into existence and be formed for the purposes of these Conditions.

2.5 No variation to the Contract shall be binding unless agreed in Writing between authorised representatives of the Buyer and the Seller.

2.6 The Seller's employees or agents are not authorised to make any warranty or representation concerning the Goods and the only representations or warranties made by the Seller concerning the Goods shall be as set out in the Contract or as may otherwise be confirmed by the Seller in Writing. In entering into the Contract the Buyer acknowledges that it does not rely on, and waives any claim for breach of, any such warranty or representation which has not been so confirmed in Writing. Nothing in this clause shall prejudice any right the Buyer may have under any third party manufacturer's warranty or guarantee for any of the Goods or any part thereof to the extent that the Seller is able to pass on the benefit of such warranty or guarantee to the Buyer.

2.7 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 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 so confirmed.

2.8 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.

3. ORDERS AND SPECIFICATIONS

3.1 The Buyer shall be responsible to the Seller for ensuring the accuracy of all information provided by it to the Seller and of the terms of the Order (including any applicable specification) and for giving the Seller any necessary information relating to the supply and delivery of the Goods within a sufficient time to enable the Seller to perform the Contract in accordance with its terms.

3.2 The quantity, quality and description of any specifications for the Goods shall be those set out in the Order.

3.3 If the Goods are to be manufactured or any process is to be applied to the Goods by the Seller in accordance with a specification submitted by the Buyer, the Seller shall have no liability for any defects in the specification for the Goods as provided by the Buyer and 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 or any patent, copyright, design, trademark, or other industrial or intellectual property rights of any other person which results from the Seller's use of the Buyer's specification.

3.4 The Seller reserves the right to make any changes in the specification of the Goods which are required to conform to any applicable safety or other statutory requirements or, where the Goods are to be supplied to the Seller's specification, which do not materially affect their quality or performance.

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 the terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Seller as a result of cancellation including, to the extent that the Goods are manufactured to the Buyer's requirements, any costs incurred by the Seller in manufacturing or purchasing such Goods or any constituent part of them.

4. THE PRICE OF THE GOODS

4.1 The price of the Goods is set out in the Order or, where no price is stated in the Order (or a quoted price referred to in the Order is no longer valid or has expired), the price listed in the Seller's published price list current at the date of acceptance of the Order. Where the Goods are supplied for export from the United Kingdom, the Seller's published export price list shall apply. All prices quoted are valid for thirty (30) days only from the date of supply of the Seller's quotation 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 owing to any factor beyond the control of the Seller (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods which is requested by the Buyer or failure of the Buyer to give the Seller adequate information or instructions to supply and deliver the Goods in accordance with the Contract.

4.3 Except as otherwise stated under the terms of any quotation or in any price list of the Seller, and unless otherwise agreed in Writing between the Buyer and the Seller, all prices are given by the Seller are for supply of the Goods on an ex works basis and therefore exclude any costs of delivery (including for transport, packaging and insurance of the Goods while in transit), and where the Seller agrees to deliver the Goods otherwise than at the Seller's premises, the Buyer shall be liable to pay the Seller's charges for delivery in addition to the price of the Goods.

4.4 The price is exclusive of any applicable value added tax, which the Buyer shall be liable to pay to the Seller in addition to the price of the Goods and any charges for delivery.

4.5 The cost 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. TERMS OF PAYMENT

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 plus VAT and any applicable costs for delivery on or at any time after accepting the Order,

5.2 The Buyer shall pay the price of the Goods within thirty (30) days of the date of the Seller's invoice, notwithstanding that delivery may not have taken place and title in the Goods has not passed to the Buyer. The time of payment of the price shall be of the essence of the Contract. Receipts for payment will be issued only upon request.

5.3 For Goods to be supplied outside the United Kingdom or at the Seller's discretion for Goods to be delivered within the United Kingdom payment may be required to be made before dispatch of the Goods.

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

(a) cancel the Contract or suspend any further deliveries of Goods to the Buyer;

(b) appropriate any payment previously 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); and

(c) charge the Buyer interest (both before and after any judgment) on the amount unpaid at the rate provided for under the Late Payment of Commercial Debts (Interest Act) 1998 (as amended) (to start 30 days from delivery of the Goods or the invoice date whichever is the later) which is currently 8 per cent above the Bank of England’s base rate in force on either June 30th or December 31st immediately before the day on which interest becomes chargeable. We also reserve the right to claim a fixed compensatory sum in addition to the statutory interest for invoices not settled within 30 days of delivery of the goods or service or the date of the invoice whichever is the later.

6. DELIVERY

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 or its agent delivering the Goods to that place.
 

6.2 Any dates quoted for delivery of the Goods are approximate only and the Seller shall not be liable for any delay in delivery of the Goods howsoever caused and time for delivery shall not be of the essence. The Goods may be delivered by the Seller in advance of the quoted delivery date upon giving reasonable notice to the Buyer.
 

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

6.4 If the Seller fails to deliver the Goods pursuant to any Order or part thereof for any reason other than any cause beyond the Seller's reasonable control or the Buyer's fault within ten business days of the notified delivery date, the Buyer may cancel the Order or, in the case of an order being delivered in installments, the relevant part of the Order which has not been delivered in which case such cancellation shall be the Buyer's sole remedy for such failure to deliver.

6.5 If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery instructions at the time stated for delivery then, without prejudice to any other right or remedy available to the Seller, the Seller may:

(a) store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage of the Goods; or

(b) 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 over the price under the Contract paid by the Buyer or charge the Buyer for any shortfall below the price under the Contract as well as the full Contract price if not previously paid by the Buyer.
 

7. RISK AND PROPERTY

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

(a) 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

(b) in the case of Goods to be delivered otherwise than at the Seller's premises, at the time of delivery or, if the Buyer wrongfully fails to take delivery of 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:

(a) title to 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 other Goods agreed to be sold by the Seller to the Buyer for which payment is then due;

(b) until such time as title to the Goods passes to the Buyer under clause 7.2(a), the Buyer shall hold the Goods as the Seller's fiduciary agent and bailee, and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Seller's property in their original packaging save that the Buyer shall be entitled to resell the Goods in the ordinary course of its business;
 

(c) if the Buyer sells the Goods prior to title in the Goods passing to the Buyer under clause 7.2(a), the Buyer shall account to the Seller 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 any moneys or property of the Buyer and third parties and, in the case of tangible proceeds, properly stored, protected and insured;
 

(d) until such time as the property in the Goods passes to the Buyer (and provided the Goods are still cancellation shall be the Buyer's sole remedy for such failure to deliver.
 

6.5 If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery instructions at the time stated for delivery then, without prejudice to any other right or remedy available to the Seller, the Seller may:

(a) store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage of the Goods; or

(b) 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 over the price under the Contract paid by the Buyer or charge the Buyer for any shortfall below the price under the Contract as well as the full Contract price if not previously paid by the Buyer.

7. RISK AND PROPERTY

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

(a) 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

(b) in the case of Goods to be delivered otherwise than at the Seller's premises, at the time of delivery or, if the Buyer wrongfully fails to take delivery of 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:

(a) title to 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 other Goods agreed to be sold by the Seller to the Buyer for which payment is then due;

(b) until such time as title to the Goods passes to the Buyer under clause 7.2(a), the Buyer shall hold the Goods as the Seller's fiduciary agent and bailee, and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Seller's property in their original packaging save that the Buyer shall be entitled to resell the Goods in the ordinary course of its business;
 

(c) if the Buyer sells the Goods prior to title in the Goods passing to the Buyer under clause 7.2(a), the Buyer shall account to the Seller 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 any moneys or property of the Buyer and third parties and, in the case of tangible proceeds, properly stored, protected and insured;
 

(d) until such time as the property in the Goods passes to the Buyer (and provided the Goods are still of which the Buyer shall only be entitled to the benefit of any such warranty or guarantee as is
given by the manufacturer and which the Seller is able to pass on to the Buyer.
 

8.3 Subject as expressly provided in these Conditions, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
 

8.4 It is the Buyer's responsibility to inspect the Goods at the time of delivery and any claim by the Buyer which is based on any defect in the quality or condition of the Goods or their failure to correspond with specification must (whether or not delivery is refused by the Buyer) be notified to the Seller within seven (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. If delivery is not refused, and the Buyer does not notify the Seller accordingly, the Buyer shall not be entitled to reject the Goods and the Seller shall have no liability for such defect or failure, and the Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract.
 

8.5 The Seller cannot guarantee the Goods suitability for a particular application and it is the responsibility of the Buyer to carry out appropriate tests and to determine that the Goods are suitable for the Buyer's intended use.
 

8.6 The Seller cannot guarantee that results or performance levels indicated in product information sheets, sales literature etc will be reproduced during normal use since application conditions are outside the Seller’s control.
 

8.7 Where any valid claim in respect of any of the Goods which is based on any defect in the quality or condition of the Goods or their failure to meet specification 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 prices), in which case the Seller shall have no further liability to the Buyer.
 

8.8 The warranty period for the Goods supplied is 12 months from delivery. The following conditions apply to claims for any repairs or spares that the Buyer may make:
 

(a) Supply of spare parts. Spare parts will be delivered without charge within the warranty period to mainland UK addresses only. Outside of the warranty period the Seller's standard price list and terms and conditions shall apply to any spare parts that are required.
 

(b) If the Buyer exports the Goods outside the United Kingdom there will be a charge for delivery of spare parts to any address outside of the United Kingdom whether during or after the warranty period.
 

(c) If within the warranty period the Buyer returns the Goods to the Seller then the Seller will undertake repairs without charge and will deliver the repaired Goods without charge to mainland UK addresses only with the Seller's standard delivery charges to apply for deliveries outside of
the United Kingdom.
 

(d) All repairs, servicing or other attention that the Goods may require under a claim made by the Buyer must be undertaken at the premises of the Seller. Any repairs or servicing or other maintenance undertaken by a third party will invalidate the product warranty given by the Seller.
 

8.9 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 or in tort (including for negligence), for any indirect or 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 or resale by the Buyer.
 

8.10 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:
 

(a) act of God, explosion, flood, tempest, fire or accident;
 

(b) war or threat of war, sabotage, insurrection, civil disturbance or requisition;
 

(c) acts restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
 

(d) pandemics and government responses to pandemics including restrictions on the movement of people and/or goods at any time;
 

(e) import or export regulations or embargoes;
 

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

(g) difficulties in obtaining raw materials, labour, fuel, parts or machinery;
 

(h) power failure or breakdown in machinery.
 

8.11 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
 

(a) death or personal injury caused by negligence;

(b) fraud or fraudulent misrepresentation; or
 

(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
 

(d) defective products under the Consumer Protection Act 1987.
 

The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
 

9. INDEMNITY

9.1 If any claim is made against the Buyer that the Goods infringe or that their use or resale infringes the patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person, the Seller shall indemnify the Buyer against all loss, damages, costs and expenses awarded against or 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:

(a) the Seller is given full control of any proceedings or negotiations in connection with any such claim;
 

(b) the Buyer gives the Seller all reasonable assistance for the purposes of any such proceedings or negotiations;
 

(c) except pursuant to a final award, the Buyer shall not pay or accept any such claim, or compromise any such proceedings without the consent of the Seller;
 

(d) 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 this 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);
 

(e) 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 or delayed) to be paid by any other party in respect of any such claim; and
 

(f) 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 mitigating or reducing any such loss, damages, costs or expenses for which the Seller is liable to indemnify the Buyer under this clause.
 

10. INSOLVENCY OF BUYER

10.1 This clause applies if:
 

(a) 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); or
 

(b) an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer; or
 

(c) the Buyer ceases or threatens to cease, to carry on business; or
 

(d) 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.
 

10.2 If this clause 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 have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
 

11. EXPORT TERMS

11.1 In these Conditions "Incoterms" means the international rules for the interpretation of trade terms as published by the International Chamber of Commerce and as in force at the date when the Contract is made. Unless the context otherwise requires, any term or 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.
 

11.2 Where the Goods are supplied for export from the United Kingdom, the provisions of this clause 11 shall (subject to any special terms agreed in writing between the Buyer and the Seller) apply notwithstanding any other provision of these Conditions.
 

11.3 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.
 

11.4 Unless otherwise agreed in Writing between the Buyer and the Seller, the Goods shall be delivered FOB at the air or sea port of shipment and the Seller shall be under no obligation to give notice under section 32(3) of the Sale of Goods Act 1979.
 

11.5 The Buyer or his agent 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.
 

11.6 Payment of all amounts due to the Seller shall be made before delivery. Payment shall be made, unless otherwise agreed by in Writing by the Seller, by irrevocable letter of credit opened by the Buyer in favour of the Seller and confirmed by a bank in England acceptable to the Seller or, if the Seller has agreed in Writing on or before acceptance of the Buyer's order to waive this requirement, by acceptance by the Buyer and delivery to the Seller of a Bill of Exchange drawn on the Buyer, payable sixty (60) days after sight to the order of the Seller at such branch of Lloyds TSB Bank plc in England as may be specified in the Bill of Exchange.
 

12. GENERAL

12.1 The Seller may perform any of its obligations or exercise any of its rights hereunder by itself or through any other member of its group, provided that any act or omission of any such other member shall be deemed to be the act or omission of the Seller.
 

12.2 Any notice required or permitted to be given by either party to the other under these Conditions shall be in Writing, addressed to that other party at its address set out in the Order or, if no such address is stated at its registered office or principal place of business or such other address as at the relevant time may have been notified pursuant to this provision to the party giving the notice. Any such notice shall be deemed to have been received:

(a) if delivered by hand, at the time the notice is left at the proper address;
 

(b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second business day after posting or, if sent be registered airmail on the fifth business day after posting.
 

12.3 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.
 

12.4 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 thereby.
 

12.5 The Seller 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.
 

12.6 The Buyer 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 Seller.

12.7 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 or negligent misstatement based on any statement in the Contract.
 

12.8 The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
 

12.9 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.

Jurisdiction. 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 the Contract or its subject matter or formation.