Terms and Conditions for the Purchase of Goods and Services
1. Interpretation
The following definitions and rules of interpretation apply in this agreement.
1.1 Definitions:
Business Day: means a day other than a Saturday, Sunday or public holiday in England, when
banks in London are open for business.
Commencement Date: means has the meaning given in clause 2.2.
Conditions: means these terms and conditions as amended from time to time in accordance
with clause 17.8.
Contract: means the contract between the Customer and the Supplier for the supply of
Goods and/or Services in accordance with these Conditions.
Control: means shall be defined as in section 1124 of the Corporation Tax Act 2010, and the
expression change of Control shall be construed accordingly.
Customer: means Makura Sourcing Limited registered in England and Wales with company
number 05722616.
Customer Materials: means has the meaning set out in clause 5.3.10.
Deliverables: means all documents, products and materials developed by the Supplier or its
agents, contractors and employees as part of or in relation to the Services in any form or
media, including drawings, maps, plans, diagrams, designs, pictures, computer programs,
data, specifications and reports (including drafts).
Goods: means the goods (or any part of them) set out in the Order.
Goods Specification: means any specification for the Goods, including any related plans and
drawings, that is agreed in writing by the Customer and the Supplier.
Intellectual Property Rights: means 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.
Mandatory Policies: means the Customer's business policies in place from time to time.
Order: means the Customer's order for the supply of Goods and/or Services, as set out in
the Customer's purchase order form.
Services: means the services, including any Deliverables, to be provided by the Supplier
under the Contract as set out in the Service Specification.
Service Specification: means the description or specification for Services agreed in writing by
the Customer and the Supplier.
Supplier: means the person or firm from whom the Customer purchases the Goods and/or
Services.
1.2 Interpretation:
(a) A person includes a natural person, corporate or unincorporated body (whether or not
having separate legal personality).
(b) A reference to a party includes its successors and permitted assigns.
(c) 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.
(d) 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.
(e) A reference to writing or written includes fax and email.
2. Basis of contract
2.1 The Order constitutes an offer by the Customer to purchase Goods and/or Services from
the Supplier in accordance with these Conditions.
2.2 The Order shall be deemed to be accepted on the earlier of:
2.2.1 the Supplier issuing written acceptance of the Order; or
2.2.2 any act by the Supplier consistent with fulfilling the Order,
at which point and on which date the Contract shall come into existence ("Commencement
Date").
2.3 These Conditions apply to the Contract to the exclusion of any other terms that the
Supplier seeks to impose or incorporate, or which are implied by trade, custom, practice or
course of dealing.
2.4 All of these Conditions shall apply to the supply of both Goods and Services except
where the application to one or the other is specified.
3. Supply of goods
3.1 The Supplier shall ensure that the Goods shall:
3.1.1 correspond with their description and any applicable Goods Specification;
3.1.2 be of satisfactory quality (within the meaning of the Sale of Goods Act 1979) and fit for
any purpose held out by the Supplier or made known to the Supplier by the Customer,
expressly or by implication, and in this respect the Customer relies on the Supplier's skill and
judgement;
3.1.3 where they are manufactured products, be free from defects in design, materials and
workmanship and remain so for 12 months after delivery; and
3.1.4 comply with all applicable statutory and regulatory requirements relating to the
manufacture, labelling, packaging, storage, handling and delivery of the Goods.
3.2 The Supplier shall ensure that at all times it has and maintains all the licences,
permissions, authorisations, consents and permits that it needs to carry out its obligations
under the Contract in respect of the Goods.
3.3 The Customer may inspect and test the Goods at any time before delivery. The Supplier
shall remain fully responsible for the Goods despite any such inspection or testing and any
such inspection or testing shall not reduce or otherwise affect the Supplier's obligations
under the Contract.
3.4 If following such inspection or testing the Customer considers that the Goods do not
comply or are unlikely to comply with the Supplier's undertakings at clause 3.1, the
Customer shall inform the Supplier and the Supplier shall immediately take such remedial
action as is necessary to ensure compliance.
3.5 The Customer may conduct further inspections and tests after the Supplier has carried
out its remedial actions.
4. Delivery of goods
4.1 The Supplier shall ensure that:
4.1.1 the Goods are properly packed and secured in such manner as to enable them to
reach their destination in good condition;
4.1.2 each delivery of the Goods is accompanied by a delivery note which shows the date of
the Order, the Order number (if any), the type and quantity of the Goods (including the
code number of the Goods (where applicable)), special storage instructions (if any) and, if
the Goods are being delivered by instalments, the outstanding balance of Goods remaining
to be delivered; and
4.1.3 it states clearly on the delivery note any requirement for the Customer to return any
packaging material for the Goods to the Supplier. Any such packaging material shall only be
returned to the Supplier at the cost of the Supplier.
4.2 The Supplier shall deliver the Goods:
4.2.1 on the date specified in the Order or, if no such date is specified, then within 7
Business Days of the date of the Order;
4.2.2 to the Customer's premises at Lakeside Fountain Lane, St Mellons, Cardiff, CF3 0FB or
such other location as is set out in the Order or as instructed by the Customer before
delivery (Delivery Location); and
4.2.3 during the Customer's normal hours of business on a Business Day, or as instructed by
the Customer.
4.3 Delivery of the Goods shall be completed on the completion of unloading of the Goods
at the Delivery Location.
4.4 If the Supplier:
4.4.1 delivers less than 95% of the quantity of Goods ordered, the Customer may reject the
Goods; or
4.4.2 delivers more than 105% of the quantity of Goods ordered, the Customer may at its
sole discretion reject the Goods or the excess Goods,
and any rejected Goods shall be returnable at the Supplier's risk and expense. If the Supplier
delivers more or less than the quantity of Goods ordered, and the Customer accepts the
delivery, the Supplier shall make a pro rata adjustment to the invoice for the Goods.
4.5 The Supplier shall not deliver the Goods in instalments without the Customer's prior
written consent. Where it is agreed that the Goods are delivered by instalments, they may
be invoiced and paid for separately. However, failure by the Supplier to deliver any one
instalment on time or at all or any defect in an instalment shall entitle the Customer to the
remedies set out in clause 6.1.
4.6 Title and risk in the Goods shall pass to the Customer on completion of delivery.
5. Supply of services
5.1 The Supplier shall from the Commencement Date and for the duration of the Contract
supply the Services to the Customer in accordance with the terms of the Contract.
5.2 The Supplier shall meet any performance dates for the Services specified in the Order or
that the Customer notifies to the Supplier and time is of the essence in relation to any of
those performance dates.
5.3 In providing the Services, the Supplier shall:
5.3.1 co-operate with the Customer in all matters relating to the Services, and comply with
all instructions of the Customer;
5.3.2 perform the Services with the best care, skill and diligence in accordance with best
practice in the Supplier's industry, profession or trade;
5.3.3 use personnel who are suitably skilled and experienced to perform tasks assigned to
them, and in sufficient number to ensure that the Supplier's obligations are fulfilled in
accordance with the Contract;
5.3.4 ensure that the Services and Deliverables will conform with all descriptions and
specifications set out in the Service Specification, and that the Deliverables shall be fit for
any purpose that the Customer expressly or impliedly makes known to the Supplier;
5.3.5 provide all equipment, tools and vehicles and such other items as are required to
provide the Services;
5.3.6 use the best quality goods, materials, standards and techniques, and ensure that the
Deliverables, and all goods and materials supplied and used in the Services or transferred to
the Customer, will be free from defects in workmanship, installation and design;
5.3.7 obtain and at all times maintain all licences and consents which may be required for
the provision of the Services;
5.3.8 comply with all applicable laws, regulations, regulatory policies, guidelines or industry
codes which may apply to the provision of the Services, and with the Mandatory Policies;
5.3.9 observe all health and safety rules and regulations and any other security
requirements that apply at any of the Customer's premises;
5.3.10 hold all materials, equipment and tools, drawings, specifications and data supplied by
the Customer to the Supplier ("Customer Materials") in safe custody at its own risk,
maintain the Customer Materials in good condition until returned to the Customer, and not
dispose or use the Customer Materials other than in accordance with the Customer's
written instructions or authorisation;
5.3.11 not do or omit to do anything which may cause the Customer to lose any licence,
authority, consent or permission upon which it relies for the purposes of conducting its
business, and the Supplier acknowledges that the Customer may rely or act on the Services;
and
5.3.12 comply with any additional obligations as set out in the Service Specification.
6. Customer remedies
6.1 If the Supplier fails to deliver the Goods and/or perform the Services by the applicable
date, the Customer shall, without limiting or affecting other rights or remedies available to
it, have one or more of the following rights:
6.1.1 to terminate the Contract with immediate effect by giving written notice to the
Supplier;
6.1.2 to refuse to accept any subsequent performance of the Services and/or delivery of the
Goods which the Supplier attempts to make;
6.1.3 to recover from the Supplier any costs incurred by the Customer in obtaining
substitute goods and/or services from a third party;
6.1.4 to require a refund from the Supplier of sums paid in advance for Services that the
Supplier has not provided and/or Goods that it has not delivered; and
6.1.5 to claim damages for any additional costs, loss or expenses incurred by the Customer
which are in any way attributable to the Supplier's failure to meet such dates.
6.2 If the Goods are not delivered by the applicable date, the Customer may, at its option,
claim or deduct 25% of the price of the Goods for each week's delay in delivery by way of
liquidated damages, up to a maximum of100% of the total price of the Goods. If the
Customer exercises its rights under this clause 6.2 it shall not be entitled to any of the
remedies set out in clause 6.1 in respect of the Goods' late delivery.
6.3 If the Supplier has delivered Goods that do not comply with the undertakings set out in
clause 3.1, then, without limiting or affecting other rights or remedies available to it, the
Customer shall have one or more of the following rights, whether or not it has accepted the
Goods:
6.3.1 to terminate the Contract with immediate effect by giving written notice to the
Supplier; 7
6.3.2 to reject the Goods (in whole or in part) whether or not title has passed and to return
them to the Supplier at the Supplier's own risk and expense;
6.3.3 to require the Supplier to repair or replace the rejected Goods, or to provide a full
refund of the price of the rejected Goods (if paid);
6.3.4 to refuse to accept any subsequent delivery of the Goods which the Supplier attempts
to make;
6.3.5 to recover from the Supplier any expenditure incurred by the Customer in obtaining
substitute goods from a third party; and
6.3.6 to claim damages for any additional costs, loss or expenses incurred by the Customer
arising from the Supplier's failure to supply Goods in accordance with clause 3.1.
6.4 These Conditions shall extend to any substituted or remedial services and/or repaired or
replacement goods supplied by the Supplier.
6.5 The Customer's rights under the Contract are in addition to its rights and remedies
implied by statute and common law.
7. Customer's obligations
7.1 The Customer shall:
7.1.1 provide the Supplier with reasonable access at reasonable times to the Customer's
premises for the purpose of providing the Services;
7.1.2 provide such necessary information for the provision of the Services as the Supplier
may reasonably request.
8. Charges and payment
8.1 The price for the Goods:
8.1.1 shall be the price set out in the Order; and
8.1.2 shall be inclusive of the costs of packaging, insurance and carriage of the Goods. No
extra charges shall be effective unless agreed in writing and signed by the Customer.
8.2 The charges for the Services shall be set out in the Order, and shall be the full and
exclusive remuneration of the Supplier in respect of the performance of the Services. Unless
otherwise agreed in writing by the Customer, the charges shall include every cost and
expense of the Supplier directly or indirectly incurred in connection with the performance of
the Services.
8.3 In respect of the Goods, the Supplier shall invoice the Customer on or at any time after
completion of delivery. In respect of Services, the Supplier shall invoice the Customer on
completion of the Services. Each invoice shall include such supporting information required
by the Customer to verify the accuracy of the invoice, including but not limited to the
relevant purchase order number.
8.4 In consideration of the supply of Goods and/or Services by the Supplier, the Customer
shall pay the invoiced amounts within 45 days of the date of a correctly rendered invoice to
a bank account nominated in writing by the Supplier.
8.5 All amounts payable by the Customer under the Contract are exclusive of amounts in
respect of valued added tax chargeable from time to time ("VAT"). Where any taxable
supply for VAT purposes is made under the Contract by the Supplier to the Customer, the
Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such
additional amounts in respect of VAT as are chargeable on the supply of the Goods and/or
Services at the same time as payment is due for the supply of the Goods and/or Services.
8.6 If the Customer fails to make a payment due to the Supplier under the Contract by the
due date, then the Customer shall pay interest on the overdue sum from the due date until
payment of the overdue sum, whether before or after judgment. Interest under this clause
8.6 will accrue each day at 4% a year above the Bank of England's base rate from time to
time, but at 4% a year for any period when that base rate is below 0%.
8.7 The Supplier shall maintain complete and accurate records of the time spent and
materials used by the Supplier in providing the Services, and the Supplier shall allow the
Customer to inspect such records at all reasonable times on request.
8.8 The Customer may at any time, without notice to the Supplier, set off any liability of the
Supplier to the Customer against any liability of the Customer to the Supplier, whether
either liability is present or future, liquidated or unliquidated, and whether or not either
liability arises under the Contract. If the liabilities to be set off are expressed in different
currencies, the Customer may convert either liability at a market rate of exchange for the
purpose of set-off. Any exercise by the Customer of its rights under this clause shall not limit
or affect any other rights or remedies available to it under the Contract or otherwise.
9. Intellectual property rights
9.1 All Intellectual Property Rights in or arising out of or in connection with the Services
(other than Intellectual Property Rights in any Customer Materials) shall be owned by the
Supplier.
9.2 The Supplier grants to the Customer, or shall procure the direct grant to the Customer
of, a fully paid-up, worldwide, non-exclusive, royalty-free perpetual and irrevocable licence
during the term of the Contract to copy and modify the Deliverables (excluding Customer
Materials) for the purpose of receiving and using the Services and the Deliverables.
9.3 The Customer grants the Supplier a fully paid-up, non-exclusive, royalty-free non-
transferable licence to copy any materials provided by the Customer to the Supplier for the
term of the Contract for the purpose of providing the Services to the Customer.
9.4 All Customer Materials are the exclusive property of the Customer.
10. Indemnity
10.1 The Supplier shall keep the Customer indemnified against all liabilities, costs, expenses,
damages and losses (including but not limited to any direct, indirect or consequential losses,
loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full
indemnity basis) and all other reasonable professional costs and expenses) suffered or
incurred by the Customer arising out of or in connection with:
10.1.1 any claim made against the Customer for actual or alleged infringement of a third
party's intellectual property rights arising out of, or in connection with, the manufacture,
supply or use of the Goods, or receipt, use or supply of the Services (excluding the Customer
Materials);
10.1.2 any claim made against the Customer by a third party for death, personal injury or
damage to property arising out of, or in connection with, defects in the Goods, as delivered,
or the Deliverables; and
10.1.3 any claim made against the Customer by a third party arising out of or in connection
with the supply of the Goods, as delivered, or the Services.
10.2 This clause 10 shall survive termination of the Contract.
11. Insurance
During the term of the Contract, the Supplier shall maintain in force, with a reputable
insurance company, professional indemnity insurance, product liability insurance and public
liability insurance to cover the liabilities that may arise under or in connection with the
Contract, and shall, on the Customer's request, produce both the insurance certificate giving
details of cover and the receipt for the current year's premium in respect of each insurance.
12. Confidentiality
12.1 Each party undertakes that it shall not at any time during the Contract and for a period
of five years after termination of the Contract, disclose to any person any confidential
information concerning the business, affairs, customers, clients or suppliers of the other
party, except as permitted by clause 12.2.
12.2 Each party may disclose the other party's confidential information:
12.2.1 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
must comply with this clause 12; and
12.2.2 as may be required by law, a court of competent jurisdiction or any governmental or
regulatory authority.
12.3 Neither party shall use the other party's confidential information for any purpose other
than to perform its obligations under the Contract.
13. Termination
13.1 Without affecting any other right or remedy available to it, the Customer may
terminate the Contract:
13.1.1 with immediate effect by giving written notice to the Supplier if:
(a) there is a change of Control of the Supplier; or
(b) the Supplier's financial position deteriorates to such an extent that in the Customer's
opinion the Supplier's capability to adequately fulfil its obligations under the Contract has
been placed in jeopardy; or
(c) the Supplier commits a breach of clause 5.3.8,
13.1.2 for convenience by giving the Supplier one months' written notice.
13.2 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:
13.2.1 the other party commits a material breach of any term of the Contract which breach
is irremediable or (if such breach is remediable) fails to remedy that breach within a period
of 14 days after being notified in writing to do so;
13.2.2 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
13.2.3 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.
14. Consequences of termination
14.1 On termination of the Contract, the Supplier shall immediately deliver to the Customer
all Deliverables whether or not then complete, and return all Customer Materials. If the
Supplier fails to do so, then the Customer may enter the Supplier's premises and take
possession of them. Until they have been returned or delivered, the Supplier shall be solely
responsible for their safe keeping and will not use them for any purpose not connected with
the Contract.
14.2 Termination of the Contract shall not affect 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.
14.3 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. 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 it if such delay or failure results from events,
circumstances or causes beyond its reasonable control. If the period of delay or non-
performance continues for one month, the party not affected may terminate this
agreement by giving 14 days' written notice to the affected party.
16. Anti-bribery and anti-slavery
16.1 The Supplier shall:
16.1.1 comply with all applicable laws, statutes, regulations relating to anti-bribery and anti-
corruption including but not limited to the Bribery Act 2010 ("Relevant Requirements");
16.1.2 not engage in any activity, practice or conduct which would constitute an offence
under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been
carried out in the UK;
16.1.3 comply with the Customer's Anti-bribery and Anti-Corruption Policy as the Customer
may update from time to time ("Relevant Policy").
16.1.4 have and shall maintain in place throughout the term of this agreement its own
policies and procedures, including but not limited to adequate procedures under the Bribery
Act 2010, to ensure compliance with the Relevant Requirements, the Relevant Policy, and
will enforce them where appropriate;
16.1.5 promptly report to the Customer any request or demand for any undue financial or
other advantage of any kind received by the Supplier in connection with the performance of
this agreement;
16.1.6 immediately notify the Customer (in writing) if a foreign public official becomes an
officer or employee of the Supplier or acquires a direct or indirect interest in the Supplier
and the Supplier warrants that it has no foreign public officials as direct or indirect owners,
officers or employees at the date of this agreement);
16.1.7 within 12 months of the date of this agreement, and annually thereafter, certify to
the Customer in writing signed by an officer of the Supplier, compliance with this clause 16
by the Supplier and all persons associated with it under clause 16.2. The Supplier shall
provide such supporting evidence of compliance as the Customer may reasonably request.
16.2 The Supplier shall ensure that any person associated with the Supplier who is
performing services or providing goods in connection with this agreement does so only on
the basis of a written contract which imposes on and secures from such person terms
equivalent to those imposed on the Supplier in this clause 16 ("Relevant Terms"). The
Supplier shall be responsible for the observance and performance by such persons of the
Relevant Terms, and shall be directly liable to the Customer for any breach by such persons
of any of the Relevant Terms.
16.3 For the purpose of this clause 16, the meaning of adequate procedures and foreign
public official and whether a person is associated with another person shall be determined
in accordance with section 7(2) of the Bribery Act 2010 (and any guidance issued under
section 9 of that Act), sections 6(5) and 6(6) of that Act and section 8 of that Act
respectively. For the purposes of this clause 16 a person associated with the Supplier
includes but is not limited to any subcontractor of the Supplier.
16.4 In performing its obligations under the Contract, the Supplier shall:
16.4.1 comply with all applicable anti-slavery and human trafficking laws, statutes,
regulations from time to time in force including but not limited to the Modern Slavery Act
2015;
16.4.2 not engage in any activity, practice or conduct that would constitute an offence
under sections 1, 2 or 4, of the Modern Slavery Act 2015 if such activity, practice or conduct
were carried out in the UK; and
16.4.3 include in its contracts with its subcontractors and suppliers’ anti-slavery and human
trafficking provisions that are at least as onerous as those set out in this clause 16.
16.5 Breach of this clause 16 shall be deemed a material breach under clause 13.2.1.
17. General
17.1 Assignment and other dealings.
17.1.1 The Customer may at any time assign, mortgage, charge, subcontract, delegate,
declare a trust over or deal in any other manner with all or any of its rights and obligations
under the Contract.
17.1.2 The Supplier shall not assign, transfer, mortgage, charge, subcontract, declare a trust
over or deal in any other manner with any of its rights and obligations under the Contract
without the prior written consent of the Customer.
17.2 Notices.
17.2.1 Any notice or other communication given to a party under or in connection with the
Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or
other next working day delivery service at its registered office (if a company) or its principal
place of business (in any other case); or sent by fax to its main fax number or sent by email
to the address specified in the Order.
17.2.2 A notice or other communication shall be deemed to have been received: if delivered
by hand, on signature of a delivery receipt or at the time the notice is left at the proper
address; if sent by pre-paid first-class post or other next working day delivery service, at
9.00 am on the Business Day after posting; if sent by fax or email, at 9.00 am on the next
Business Day after transmission.
17.2.3 This clause does not apply to the service of any proceedings or other documents in
any legal action or, where applicable, any other method of dispute resolution.
17.3 Severance. 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. Any modification to or deletion of a
provision or part-provision under this clause shall not affect the validity and enforceability
of the rest of the Contract.
17.4 Waiver. 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 breach or default. 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.
17.5 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.
17.6 Entire agreement. 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.
17.7 Third party rights.
17.7.1 Unless it expressly states otherwise, 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.
17.7.2 The rights of the parties to rescind or vary the Contract are not subject to the consent
of any other person.
17.8 Variation. Except as set out in these Conditions, no variation of the Contract, including
the introduction of any additional terms and conditions, shall be effective unless it is agreed
in writing and signed by the parties or their authorised representatives.
17.9 Governing law. 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.
17.10 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.