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Terms and Conditions of Sale

BMS-Bulk Meter Services Limited – terms and conditions of sale and supply

The Customer’s attention is particularly drawn to Conditions: 3.4, 4.5, 4.8 and 12.

  1. Interpretation

The following definitions and rules of interpretation apply in these Conditions.

  • Definitions:
BMS BMS-Bulk Meter Services Limited (registered in England and Wales with company number 02886680) whose registered office is at 3 Faversham Road, Challock, Ashford, Kent, TN25 4BQ.
Business Day a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Commencement Date has the meaning given in clause 2.2.
Conditions these terms and conditions as amended from time to time by BMS.
Contract the contract between BMS and the Customer for the supply of Goods and/or Services in accordance with these Conditions.
Customer the person, firm, company or corporation who purchases the Goods and/or Services from BMS.
Data Protection Legislation all laws and legislation regulating data protection that are directly applicable in the UK from time to time including the General Data Protection Regulation ((EU) 2016/679) and the Data Protection Act 2018.
Delivery Location has the meaning given in clause 3.2.
Force Majeure Event has the meaning given to it in clause 15.
Goods the goods (or any part of them) set out in the Order.
Intellectual Property Rights patents, rights to inventions, copyright and related 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, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Order the Customer’s order for the supply of Goods and/or Services, as set out in the Customer’s purchase order form.
Services the services supplied by BMS to the Customer as set out in the Order (including any part of them).
Specification any specification for the Goods and/or Services, including any related plans and drawings, that is supplied to BMS by the Customer, or produced by BMS and agreed in writing by the Customer.
  • Interpretation:
    • A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
    • A reference to a party includes its personal representatives, successors and permitted assigns.
    • A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
    • Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
    • A reference to writing or written includes faxes and emails.
  1. Basis of contract
    • The Order constitutes an offer by the Customer to purchase Goods or Services or Goods and Services in accordance with these Conditions. The Customer shall ensure that the terms of the Order and any relevant Specification are complete and accurate. The Customer shall be solely responsible for the accuracy all information it provides to BMS regardless of whether BMS has reviewed, inspected or commented on such information
    • The Order shall only be deemed to be accepted when BMS issues written acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date).
    • Any samples, drawings, descriptive matter or advertising issued by BMS and any descriptions of the Goods or illustrations or descriptions of the Services contained on BMS’ website or advertising materials are provided or published for the sole purpose of giving an approximate idea of the Services and/or Goods described in them. They shall not form part of the Contract nor have any contractual force.
    • These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
    • Any quotation given by BMS shall not constitute an offer, and is only valid for a period of 30 days from its date of issue.
    • All of these Conditions shall apply to the supply of both Goods and Services except where application to one or the other is specified.
    • 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. The Customer acknowledges and agrees that it has not relied on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to the Contract or not) relating to the subject matter of the Contract, other than as expressly set out in the Contract.
  2. Delivery of Goods
    • BMS shall ensure that:
      • each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, any relevant Customer and BMS reference numbers, the type and quantity of the Goods (and the code number of the Goods, where applicable), special storage instructions (if any) and, if the Order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and
      • if BMS requires the Customer to return any packaging material to BMS, that fact is clearly stated on the delivery note. The Customer shall make any such packaging materials available for collection at such times as BMS shall reasonably request. Returns of packaging materials shall be at BMS’ expense.
    • BMS shall deliver the Goods to or provide the Services at the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after BMS notifies the Customer that the Goods and/or Services are available.
    • Unless otherwise agreed between the parties, delivery of the Goods shall be completed on the completion of unloading of the Goods at the Delivery Location or in the case of Services on completion of the provision of such Services.
    • Any dates quoted for delivery of the Goods and/or provision of the Services are approximate only, and the time of delivery is not of the essence. BMS shall not be liable for any delay in delivery of the Goods and/or Services that is caused by a Force Majeure Event, the Customer’s failure to accept delivery or the Customer’s failure to provide BMS with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods and/or Services.
    • If BMS fails to deliver the Goods or provide the Services, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods or services of similar description and quality in the cheapest market available, less the price of the Goods and/or Services (as applicable). BMS shall have no liability for any failure to deliver the Goods and/or Services to the extent that such failure is caused by a Force Majeure Event, the Customer’s failure to accept delivery or the Customer’s failure to provide BMS with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods and/or Services.
    • If the Customer fails to accept delivery of the Goods within five Business Days of BMS notifying the Customer that the Goods are ready, then except where such failure or delay is caused by a Force Majeure Event or by BMS’ failure to comply with its obligations under the Contract in respect of the Goods:
      • delivery of the Goods shall be deemed to have been completed at 9.00 am on the fifth Business Day following the day on which BMS notified the Customer that the Goods were ready; and
      • BMS shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including labour, materials, overheads, storage and insurance) in respect of which the Customer shall indemnify BMS.
    • If ten Business Days after the day on which BMS notified the Customer that the Goods were ready for delivery the Customer has not accepted delivery of them, BMS may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods.
    • BMS may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
  3. Quality of Goods
    • As all Goods supplied by BMS are manufactured by third parties, the Customer shall only be entitled to the benefit of any warranty or guarantee given by the relevant manufacturer to BMS to the extent that such guarantee or warranty can be assigned by BMS to the Customer.
    • Subject to clause 4.3, if the Goods do not meet the Specification or are faulty BMS shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full if:
      • the Customer gives notice in writing during the applicable warranty period within a reasonable time of discovery that some or all of the Goods do not comply with the manufacturer’s warranty;
      • BMS is given a reasonable opportunity of examining such Goods; and
      • the Customer (if asked to do so by BMS) returns such Goods to BMS’ place of business at BMS’ cost. BMS is not liable for the costs of removal of the Goods from any other property to which they may be attached, installed or incorporated.
    • BMS shall not be liable for the Goods’ failure to comply with the manufacturer’s warranty if:
      • the Customer fails to notify BMS in accordance with clause 4.2.1;
      • the Customer makes any further use of such Goods after giving a notice in accordance with clause 4.2.1;
      • the defect arises because the Customer failed to follow BMS’ and the relevant manufacturer’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice;
      • the defect arises as a result of BMS or the manufacturer following any drawing, design or Specification supplied by the Customer;
      • the Customer alters or repairs such Goods without the written consent of BMS;
      • the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions; or
      • the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory standards.
    • Except as provided in this clause 4, BMS shall have no liability to the Customer in respect of the Goods’ failure to comply with the manufacturer’s warranty.
    • Except as set out in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
    • The terms of these Conditions shall apply to any repaired or replacement Goods supplied by BMS.
    • BMS reserves the right to charge the Customer for its reasonable costs incurred in returning the Goods to BMS’ premises and inspecting and testing the Goods where no default is found or the Goods are found to be out of warranty.
    • BMS gives no condition or warranty that the Goods are suitable for a particular purpose. The Customer must satisfy itself in this respect and be solely responsible that the Goods are suitable for its requirements. Any suggestions or recommendations given by BMS do not amount to a representation, condition or warranty.
  4. Title and risk
    • The risk in the Goods shall pass to the Customer on completion of delivery.
    • Title to the Goods shall not pass to the Customer until BMS has received payment in full (in cleared funds) for the Goods and all other sums which are or become due to BMS for sales of the Goods or any other products or services to the Customer, in which case title to the Goods shall pass at the time of payment of all such sums.
    • Until title to the Goods has passed to the Customer, the Customer shall:
      • hold the Goods on a fiduciary basis as BMS’ bailee;
      • store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as BMS’ property;
      • not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
      • maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on BMS’ behalf from the date of delivery;
      • notify BMS immediately if it becomes subject to any of the events listed in clause 13.3.2 to clause 13.3.4; and
      • give BMS such information relating to the Goods as BMS may require from time to time.
    • Subject to clause 5.5, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before BMS receives payment for the Goods. However, if the Customer resells the Goods before that time:
      • it does so as principal and not as BMS’ agent;
      • title to the Goods shall pass from BMS to the Customer immediately before the time at which resale by the Customer occurs; and
      • it shall hold the proceeds of sale on trust for BMS.
    • If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 3.2 to clause 13.3.4, or BMS reasonably believes that any such event is about to happen and notifies the Customer accordingly, then, provided that the Goods have not been resold, or irrevocably incorporated into another product, and without limiting any other right or remedy BMS may have:
      • the Customer’s right to resell Goods or use them in the ordinary course of its business ceases immediately; and
      • BMS may at any time:
        • require the Customer to deliver up all Goods in its possession which have not been irrevocably incorporated into another product; and
        • if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to inspect, mark and/or recover them.
      • This clause 5 shall survive termination only to the extent it relates to BMS’ rights. The Customer shall have no rights under this clause following termination.
  1. Supply of Services
    • BMS shall supply the Services to the Customer in accordance with any Specification as detailed in the Order in all material respects.
    • BMS reserves the right to amend any Specification if necessary to comply with applicable law or regulatory requirements, or if the amendment will not materially affect the nature or quality of the Services, and BMS shall notify the Customer in any such event.
    • BMS warrants to the Customer that the Services will be provided using reasonable care and skill.
    • If the Services do not conform to the Specification, the Customer must notify BMS as soon as reasonably practicable and BMS shall at its option re-perform the element of the Services which does not conform or refund the Customer a proportionate amount of the price relative to the non-conformance.
  2. Customer’s obligations
    • The Customer shall:
      • co-operate with BMS in all matters relating to the Services;
      • provide BMS, its employees, agents, consultants and subcontractors with such access, facilities, information and materials as BMS reasonably require in order to supply the Goods and/or Services, and ensure that such information is complete and accurate in all material respects;
      • prepare the Customer’s premises for the supply of the Services;
      • obtain and maintain all necessary licences (including import licences), permissions and consents which may be required for the Goods and/or Services before the date on which they are to be supplied. If BMS is required to obtain any licences, permissions or consents in connection with the supply of the Goods and/or Services, the Customer will provide BMS with such information and assistance as is reasonably required;
      • comply with all applicable laws, including health and safety laws; and
      • keep all materials, equipment, tooling and other property of BMS or its personnel at the Customer’s premises in safe custody at its own risk, maintain any such items in good condition, and not dispose of or use any such items other than in accordance with BMS’ written instructions or authorisation.
    • If BMS’ performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
      • without limiting or affecting any other right or remedy available to it, BMS shall have the right to suspend performance of the Services or delivery of the Goods until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays BMS’ performance of any of its obligations;
      • BMS shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from BMS’ failure or delay to perform any of its obligations as set out in this clause 7.2; and
      • the Customer shall reimburse BMS on written demand for any costs or losses sustained or incurred by BMS arising directly or indirectly from the Customer Default.
  1. Charges and payment
    • The price for Goods shall be the price set out in the Order and is exclusive of all costs and charges of packaging, insurance, transport of the Goods and, where appropriate, export and/or import charges or duties which shall be invoiced to the Customer.
    • Unless otherwise set out in the Order, the charges for Services shall be calculated on a time and materials basis:
      • the charges shall be calculated in accordance with BMS’ daily fee rates and overtime rates, as set out in the Order;
      • BMS’ daily fee rates for each individual person are calculated on the basis of an eight-hour day from 8.00 am to 5.00 pm worked on Business Days;
      • BMS shall be entitled to charge an overtime rate for each part day or for any time worked by individuals whom it engages on the Services outside the hours referred to in clause 8.2.2; and
      • BMS’ daily rates are inclusive of the travelling expenses, hotel costs and associated expenses reasonably incurred by the individuals whom BMS engages in connection with the Services but BMS shall be entitled to charge the Customer for the cost of services provided by third parties and required by BMS for the performance of the Services and for the cost of any materials which will be set out in the Order.
    • BMS reserves the right to:
      • increase the price for the Goods and/or Services from time to time by giving the Customer 45 days’ notice in writing. If the Customer does not agree to any such increase, it may terminate the Contract in accordance with clause 13.1;
      • increase the price of the Goods and/or Services, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Goods and/or Services to BMS that is due to:
        • any factor beyond the control of BMS (including foreign exchange fluctuations, increases in tariffs, taxes and duties, and increases in labour, materials and other manufacturing costs);
        • any request by the Customer to change the delivery date(s), Delivery Location, extent of the Services, quantities or types of Goods ordered, or the Specification; or
        • any delay caused by any instructions of the Customer or failure of the Customer to give BMS adequate or accurate information or instructions in respect of the Goods and/or Services.
      • All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax (VAT) or any other tax or duty thereon. The Customer shall, on receipt of a valid VAT invoice from BMS, pay to BMS such additional amounts in respect of VAT, tax or duty as are chargeable on the supply of the Services and/or Goods at the prevailing rate.
      • The Order shall state when the Customer is to pay for the Goods and/or Services. Otherwise, in respect of Goods, BMS shall invoice the Customer on or at any time after the Goods are dispatched. In respect of Services, BMS shall invoice the Customer on completion of the Services.
      • The Customer shall pay each invoice submitted by BMS within 30 days of the date of the invoice, in the currency required by the invoice and in full and in cleared funds to the bank account nominated in writing by BMS. Time for payment is of the essence. The Customer shall be responsible for any charges levied by its bank.
      • If the Customer makes payment of any amount due under the Contract in any currency other than the currency required by the invoice, it shall pay on BMS’ written demand any shortfall from the amount invoiced that arises when the amount paid is converted into the currency required by the invoice, along with any bank or other costs of conversion incurred by BMS.
      • If the Customer fails to make a payment due to BMS under the Contract by the due date, then, without limiting BMS’ remedies under clause 13 (Termination), the Customer shall pay interest on the overdue sum at the rate of 4% per annum above the Bank of England’s base lending rate from time to time. Such interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue sum, whether before or after judgment. The Customer shall pay the interest together with the overdue amount. BMS reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.
      • All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law). BMS may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by BMS to the Customer.
  1. Intellectual property rights
    • The Customer acknowledges and agrees that BMS and its licensors own all Intellectual Property Rights in or arising out of or in connection with the Goods and Services (other than Intellectual Property Rights in any materials provided by the Customer).
    • The Customer grants BMS a fully paid-up, non-exclusive, royalty-free non-transferable licence to copy and modify any materials provided by the Customer to BMS for the term of the Contract for the purpose of providing the Goods and/or Services to the Customer.
  2. Data protection
    • Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 10 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.
    • BMS will use the Customer’s personal information to register the Customer as a customer and provide its products and services to the Customer in accordance with BMS’ privacy policy, a copy of which is available on BMS’ website or on request. Without prejudice to the generality of clause 10.1, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to BMS for the duration and purposes of the Contract.
  3. Confidentiality
    • 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 clause 11.2.
    • Each party may disclose the other party’s confidential information:
      • to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 11; and
      • as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
    • Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.
  4. Limitation of liability
    • Nothing in the Contract limits any liability which cannot legally be limited, including but not limited to liability for:
      • death or personal injury caused by negligence;
      • fraud or fraudulent misrepresentation; and
      • breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982.
    • Except as provided in these Conditions, all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from the Contract.
    • Subject to clause 1:
      • BMS shall not be liable whether in contract, tort (including for negligence), breach of statutory duty or otherwise for any loss of profits, loss of sales or business, loss of agreements or contracts, loss of use or corruption of software, data or information, loss of or damage to goodwill and/or similar losses, or loss of anticipated savings, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under the Contract; and
      • BMS’ total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the total charges paid by the Customer to BMS in respect of Goods and Services (excluding any expenses) during the previous 12 month period preceding the date of the breach.
    • BMS shall have no liability for:
      • the use by the Customer of component parts supplied by third parties forming part of the Goods (if any) which are not authorised by BMS; and
      • any equipment into which the Goods are fitted.
    • This clause 12 shall survive termination of the Contract.
  5. Termination
    • Without affecting any other right or remedy available to it, either party may terminate the Contract by giving the other party not less than one month’s written notice. If the Customer terminates the Contract under this clause 1, it agrees to indemnify BMS in respect of all costs it has incurred or may incur including, but not limited to:
      • the costs of all work undertaken by BMS and materials and tooling acquired by BMS pursuant to performing its obligations under the Contract prior to termination of the Contract;
      • the costs of all deliverables and Services due to be delivered or performed during the notice period. BMS shall only continue to perform or deliver such deliverables and Services if requested to do so by the Customer in writing at the time notice is served, but shall be entitled to payment for all Services and deliverables due during the notice period whether or not materially delivered or performed;
      • any sums paid or payable by BMS to a third party in respect of all or any part of the Goods or Services which had been scheduled for delivery during the notice period or which otherwise cannot be cancelled without refund; and
      • any other reasonable costs and expenses incurred by BMS solely in connection with or resulting from the Contract or the termination of the Contract.
    • BMS shall submit an invoice in respect of the termination charges set out in clause 13.1 which shall be payable by the Customer immediately on receipt.
    • Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
      • the other party commits a material breach of its obligations under the Contract and (if such breach is remediable) fails to remedy that breach within 14 days after receipt of notice in writing to do so;
      • the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), 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;
      • the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
      • the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
    • Without affecting any other right or remedy available to it, BMS may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.
    • Without affecting any other right or remedy available to it, BMS may suspend the supply of Services or all further deliveries of Goods under the Contract or any other contract between the Customer and BMS if the Customer fails to pay any amount due under the Contract on the due date for payment, the Customer becomes subject to any of the events listed in clause 13.3.2 to clause 13.3.4, or BMS reasonably believes that the Customer is about to become subject to any of them.
  6. Consequences of termination
    • On termination of the Contract:
      • the Customer shall immediately pay to BMS all of BMS’ outstanding unpaid invoices and interest and, in respect of Services and Goods supplied but for which no invoice has been submitted, BMS shall submit an invoice, which shall be payable by the Customer immediately on receipt;
      • the Customer shall return any materials, equipment and property owned by BMS or its personnel and Goods which have not been fully paid for. If the Customer fails to do so, then BMS may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract. Alternatively, and in its sole discretion, BMS may elect to transfer title in such Goods (to the extent title has not transferred) and require immediate payment in respect of the same.
    • Termination or expiry of the Contract shall not affect any rights, remedies, obligations and liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
    • Any provision of the Contract that expressly or by implication is intended to have effect after termination or expiry shall continue in full force and effect.
  7. Force majeure

Neither party shall be in breach of the Contract nor liable for delay in performing or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control (a Force Majeure Event).

  1. General
    • Assignment and other dealings
      • BMS may at any time assign, transfer, charge, subcontract or deal in any other manner with any or all of its rights and obligations under the Contract.
      • The Customer shall not assign, transfer, charge, subcontract or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of BMS.
      • Any notice given to a party under or in connection with the Contract shall be in writing and shall be addressed to that party at its registered office (if a company) or its principal place of business (in any other case), or that party’s fax number and email address set out in the Order, or such other address, email address or fax number as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first-class post, recorded delivery, fax or email.
      • Any notice shall be deemed to have been received if delivered personally, when left at the address referred to in clause 16.2.1; if sent by pre-paid first-class post or recorded delivery, at 9.00 am on the second Business Day after posting; or, if sent by email or fax, one Business Day after transmission.
      • The provisions of this clause 16.2 do not apply to the service of any proceedings or other documents in any legal action.
    • If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted, and the validity and enforceability of the rest of the Contract shall not be affected.
    • A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
    • No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.
    • Third party rights. The Contract does not confer any rights on any person or party (other than the parties to the Contract and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
    • Except as set out in these Conditions, no variation of the Contract shall be effective unless it is agreed in writing and signed by the parties (or their authorised representatives).
    • Governing law and jurisdiction. 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 and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.

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