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.
Contract: the contract between Powell and the Customer for the supply of Goods and/or Services in accordance with these Conditions.
Customer: the person or firm who purchases the Goods and/or Services from Powell.
Defect Deliverables: the deliverables set out in the Order, Goods and/or Services Specification produced by Powell for the Customer.
Fee: The Fee for the Goods and/or Services.
Goods: the goods (or any part of them) set out in the Order.
Goods Specification: any specification for the Goods, including any relevant plans or drawings, that is agreed in writing by the Customer and Powell.
Intellectual Property Rights: all intellectual property rights, in each case whether registered or unregistered.
Loss/Losses: liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses).
Order: the Customer’s order for the supply of Goods and/or Services.
Maintenance Services: Those support services described at clause 11.1
Powell: Powell System Engineering Limited registered in England & Wales under company number 02800445 and whose registered office is at Unit 2 Fitzroy Business Park, Sandy Lane, Sidcup, Kent, DA14 5NL.
Practical Completion: by way of a Practical Completion Certificate or by notification of Practical Completion or by beneficial use.
Services: the services, including the Deliverables and the Maintenance Services, supplied by Powell to the Customer as set out in the Service Specification.
Service Specification: the description or specification for the Services provided in writing by Powell to the Customer.
Technical Documents: ‘as installed’ drawings and operating and maintenance manuals.
Working Drawings: to be supplied by the Customer and to be marked up by Powell.
(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 by email.
- BASIS OF CONTRACT
2.1 The Order constitutes an offer by the Customer to purchase Goods and/or Services in accordance with these Conditions.
2.2 The Order shall only be deemed to be accepted when Powell issues written acceptance of the Order at which point and on which date the Contract shall come into existence.
2.3 Any samples, drawings, descriptive matter or advertising issued by Powell and any descriptions of the Goods or illustrations or descriptions of the Services contained in Powell’s catalogues or brochures are issued 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 or have any contractual force.
2.4 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 trade, custom, practice or course of dealing.
2.5 Any quotation given by Powell shall not constitute an offer, and is only valid for a period of 60 calendar days from its date of issue.
2.6 All of these Conditions shall apply to the supply of both Goods and Services except where application to one or the other is specified.
2.7 This Contract governs any and all Goods or Services supplied by Powell to the Customer unless expressly provided for otherwise in writing by Powell.
3.1 The Goods are described in the Goods Specification.
3.2 To the extent that the Goods are to be manufactured in accordance with a Goods Specification supplied by the Customer, the Customer shall indemnify Powell against all Losses arising out of or in connection with any claim made against Powell for actual or alleged infringement of a third party’s rights.
3.3 Powell reserves the right to amend the Goods Specification if required by any applicable statutory or regulatory requirement, and Powell shall notify the Customer in any such event.
3.4 Insofar as Goods includes any software, the Customer must enter into an appropriate software license agreement prior to delivery of the software. The Customer’s use of such software is conditional on the acceptance by it of the aforesaid software license.
- DELIVERY OF GOODS
4.1 Powell shall deliver the Goods to the location set out in the Order or such other location as the parties may at any time after Powell notifies the Customer that the Goods are ready.
4.2 Delivery of the Goods shall be completed on the completion of unloading of the Goods at the Delivery Location.
4.3 Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence. Powell shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer’s failure to provide Powell with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.4 If Powell fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the Fee of the Goods. Powell shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer’s failure to provide Powell with adequate delivery instructions for the Goods or any relevant instruction related to the supply of the Goods.
- QUALITY OF GOODS
5.1 Powell warrants that for a period of 12 calendar months from the date of Practical Completion, the Goods shall:
5.1.1 conform in all material respects with the Goods Specification;
5.1.2 be free from material defects in design, material and workmanship; and
5.1.3 be of satisfactory quality.
5.2 Subject to clause 5.3, Powell shall, at its option, repair or replace the defective Goods if:
5.2.1 the Customer gives notice in writing during the warranty period within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 5.1;
5.2.2 Powell is given a reasonable opportunity of examining such Goods.
5.3 Powell shall not be liable for the Goods’ failure to comply with the warranty in clause 5.1 if:
5.3.1 the Customer makes any further use of such Goods after giving a notice in accordance with clause 5.2;
5.3.2 the defect arises because the Customer failed to follow Powell’s or the 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;
5.3.3 the defect arises as a result of Powell following any drawing, design or Goods Specification supplied by the Customer;
5.3.4 the Customer alters or repairs such Goods without the written consent of Powell;
5.3.5 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions; or
5.3.6 the Goods differ from the Goods Specification as a result of changes made to ensure they comply with applicable statutory or regulatory standards.
5.4 Except as provided in this clause 5, Powell shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in clause 5.1.
5.5 The terms of these Conditions shall apply to any repaired or replacement Goods supplied by Powell save that the Warranty Period shall not renew upon the supply of replacement or repaired Goods.
- TITLE AND RISK
6.1 The risk in the Goods shall pass to the Customer on completion of delivery.
6.2 Title to the Goods shall not pass to the Customer until any sums due to Powell from the Customer, whether in relation to the Goods or Services or otherwise, have been paid in full and in cleared funds.
6.3 If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 15.1.2 to clause 15.1.4, then, without limiting any other right or remedy Powell may have Powell may at any time:
6.3.1 require the Customer to deliver up all Goods in its possession; and
6.3.2 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 recover them.
- SUPPLY OF SERVICES
7.1 Powell shall supply the Services to the Customer in accordance with the Service Specification in all material respects.
7.2 Powell shall use all reasonable endeavours to meet any performance dates for the Services but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
7.3 Powell reserves the right to amend the Service Specification if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and Powell shall notify the Customer in any such event.
7.4 Powell warrants to the Customer that the Services will be provided using reasonable care and skill.
7.5 Powell shall supply the Customer with two copies of its Working Drawings.
7.6 As part of the Services, Powell will provide a competent person to carry out necessary commissioning activities relating to the Goods/Services relating to low voltage circuits. If there is an on-site requirement to work on energised low voltage circuits, when no other person is in the vicinity, the person carrying out the commissioning work must be accompanied by an employee or agent of the Customer. That person must be aware of the procedure to shut down the electrical supply and the general requirements of procedure in the event of any electrical incident.
7.7 At Practical Completion, Powell shall supply the Customer with two copies of the Technical Documents.
- CUSTOMER’S OBLIGATIONS
8.1 The Customer shall:
8.1.1 be responsible for those matters identified as being excluded from the Contract and therefore not being dealt with by Powell;
8.1.2 ensure that the terms of the Order and any information it provides in the Service Specification and the Goods Specification are complete and accurate;
8.1.3 co-operate with Powell in all matters relating to the Services and the Goods;
8.1.4 use its best endeavours to meet any deadlines imposed upon it in any agreed programme of works;
8.1.5 provide Powell, its employees, agents, consultants and subcontractors, with access to the Customer’s premises, office accommodation and other facilities as reasonably required by Powell to provide the Services;
8.1.6 provide Powell with such information and materials as Powell may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
8.1.7 prepare the Customer’s premises for the supply of the Services;
8.1.8 obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
8.1.9 inform Powell of all health and safety and security requirements that apply at the Customer’s premises;
8.1.10 ensure that any equipment to be used by Powell for the performance of the Contract is in good working an safe order;
8.1.11 comply with all applicable laws, including health and safety laws;
8.1.12 keep all materials, equipment, documents and other property of Powell at the Customer’s premises in safe custody at its own risk, maintain Powell Materials in good condition until returned to Powell, and not dispose of or use Powell Materials other than in accordance with Powell’s written instructions or authorisation; and
8.1.13 comply with any additional obligations as set out in the Service Specification and the Goods Specification.
8.2 If Powell’s 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:
8.2.1 without limiting or affecting any other right or remedy available to it, Powell shall have the right to suspend performance of the Services 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 Powell’s performance of any of its obligations;
8.2.2 Powell shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from Powell’s failure or delay to perform any of its obligations as set out in this clause 8.2; and
8.2.3 the Customer shall reimburse Powell on written demand for any costs or losses sustained or incurred by Powell arising directly or indirectly from the Customer Default.
- FEE AND PAYMENT
9.1 The Fee shall be set out in the Order.
9.2 Powell reserves the right to:
9.2.1 increase the Fee, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Goods to Powell that is due to:
126.96.36.199 any factor beyond the control of Powell (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
188.8.131.52 any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Goods Specification; or
184.108.40.206 any delay caused by any instructions of the Customer in respect of the Goods or failure of the Customer to give Powell adequate or accurate information or instructions in respect of the Goods.
9.3 The Fee shall be paid as follows:
9.3.1 60% on the Commencement Date;
9.3.2 The balance within 20 Business Days of the date of Practical Completion.
9.4 No later than five days after payment becomes due, the Customer shall notify Powell of the sum that the payer considers to have been due at the payment due date in respect of the payment and the basis on which that sum is calculated.
9.5 The final date for payment shall be 17 calendar days after the date on which payment becomes due.
9.6 Unless the Customer has served a notice under clause 9.7, it shall pay Powell the sum referred to in the Customer’s notice under clause 9.4 (or, if the Customer has not served notice under clause 9.4, the sum referred to in clause 9.3) on or before the final date for payment of each invoice.
9.7 Not less than seven calendar days before the final date for payment (in this clause), the Customer may give Powell notice that it intends to pay less than the notified sum. Any pay less notice shall specify:
9.7.1 the sum that the payer considers to be due on the date the notice is served; and
9.7.2 the basis on which that sum is calculated.
9.8 If the Client fails to pay an amount due to the Consultant by the final date for payment and fails to give a pay less notice under clause 9.7, simple interest shall be added to the unpaid amount from the final date for payment until the actual date of payment. This shall be calculated on a daily basis at the annual rate of 5% above the Bank of England base interest Rate. The parties acknowledge that the Client’s liability under this clause 9.8 is a substantial remedy for the purposes of section 9(1) of the Late Payment of Commercial Debts (Interest) Act 1998.
9.9 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time. Where any taxable supply for VAT purposes is made under the Contract by Powell to the Customer, the Customer shall, on receipt of a valid VAT invoice from Powell, pay to Powell such additional amounts in respect of VAT as are chargeable on the supply of the Services or Goods at the same time as payment is due for the supply of the Services or Goods.
9.10 Subject to a valid Pay Less Notice being raised, 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).
9.11 If a valid Pay Less Notice is raised by the Customer, Powell’s right to suspend performance of the Contract shall not apply pending resolution of the matters raised within the Pay Less Notice.
9.12 In the event that the Customer fails and/or refuses to pay the Fee when due the Customer shall be liable to pay Powell as a debt any costs/charges/fees incurred plus VAT (including but not limited to legal costs and court fees) by Powell and/or its agents in connection with any unpaid sums due.
- INTELLECTUAL PROPERTY RIGHTS
10.1 All Intellectual Property Rights in or arising out of or in connection with the Goods and/or Services (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by Powell.
10.2 Powell 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 to use the Deliverables (excluding materials provided by the Customer) for the purpose of receiving and using the Services and the Deliverables in its business save that the licence shall not permit the re-sale or sub-licensing of Powell’s Intellectual Property.
10.3 The Customer shall not sub-license, assign or otherwise transfer the rights granted by clause 10.2.
10.4 The Customer grants Powell a fully paid-up, non-exclusive, royalty-free non-transferable licence to copy and modify any materials provided by the Customer to Powell for the term of the Contract for the purpose of providing the Services to the Customer.
- MAINTENANCE SERVICES
11.1 Powell shall ensure that support is available by telephone and e-mail during Normal Working Hours to provide assistance to the Customer in respect of the following:
11.1.1 remedying Defects in the Supported Software and Hardware.
11.2 Powell shall use reasonable endeavours to correct Defects notified to it by the Customer in a timely manner appropriate to the seriousness of the circumstances in accordance with the following procedure:
11.2.1 the Customer shall promptly notify Powell of all Defects. Where such notification is made orally, the Customer shall provide written confirmation (by email will suffice) if Powell so requests;
11.2.2 Powell shall acknowledge receipt of the notification and shall determine, in consultation with the Customer, how seriously the Defect affects the Customer’s operations;
11.2.3 if a notified Defect halts or substantially impairs the Customer’s operations, Powell shall start work on correcting the Defect within four hours of receipt of such notification, shall use all reasonable efforts to correct the Defect as soon as possible and shall keep the Customer informed of progress towards the correction of the Defect;
11.2.4 if a notified Defect, while not halting or substantially impairing the Customer’s operations, causes those operations to become significantly slowed or causes substantial inconvenience, Powell shall commence work on correcting the Defect within 48 hours of receipt of such notification and shall use all reasonable efforts to correct the Defect as soon as possible; and
11.2.5 in the case of Defects other than those specified in clause 11.2.3 and clause 11.2.4, Powell shall start work on correcting the Defect as soon as Powell’s workload allows and shall use commercially reasonable efforts to correct the Defect.
- CHANGE CONTROL
12.1 The Customer may, by giving written notice to Powell at any time during the term of the Contract, request a change to the Goods and/or Services.
12.2 As soon as reasonably practicable following receipt of such notice, Powell shall prepare for the Customer a written estimate of any increase or decrease in the Fee, and of any effect that the requested change would have on the programme of works.
12.3 Within 5 Business Days of receipt of the written estimate referred to in clause 12.2, the Customer shall inform Powell in writing of whether or not the Customer wishes the requested change to be made. If no reply is received from the Customer within the aforesaid timeframe, Powell shall be entitled to assume that the change is no longer required and proceed with the works as previously envisaged.
12.4 Powell shall be given an extension of time for completion of any one or more of the stages in the programme of works if a change is made pursuant to this clause 12.
13.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 13.2.
13.2 Each party may disclose the other party’s confidential information:
13.2.1 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 comply with this clause; and
13.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
13.3 Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.
- LIMITATION OF LIABILITY
14.1 Nothing in these Conditions shall limit or exclude Powell’s liability for:
14.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
14.1.2 fraud or fraudulent misrepresentation;
14.1.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);
14.1.4 breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession).
14.2 Subject to clause 14.1, Powell shall not be liable to the Customer, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
14.2.1 loss of profits;
14.2.2 loss of sales or business;
14.2.3 loss of agreements or contracts;
14.2.4 loss of anticipated savings;
14.2.5 loss of use or corruption of software, data or information;
14.2.6 loss of or damage to goodwill; and
14.2.7 any indirect or consequential loss.
14.3 Subject to clause 14.1, Powell’s total liability to the Customer, whether in contract, tort (including negligence), breach of statutory duty or otherwise, arising under or in connection with the Contract, shall be limited to the Fee paid under the Contract.
14.4 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and the terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
15.1 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:
15.1.1 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 10 Business Days after receipt of notice in writing to do so;
15.1.2 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, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
15.1.3 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; or
15.1.4 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.
15.2 Without affecting any other right or remedy available to it, Powell may terminate the Contract with immediate effect by giving written notice to the Customer if:
15.2.1 the Customer fails to pay any amount due under the Contract on the due date for payment (subject to the Customer’s right to raise a valid Pay Less Notice); or
15.2.2 there is a change of control of the Customer.
15.3 Subject to clause 9.7, without affecting any other right or remedy available to it, Powell may suspend the supply of Services or all further deliveries of Goods under the Contract or any other contract between the Customer and Powell 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 15.1.2 to clause 15.1.4, or Powell reasonably believes that the Customer is about to become subject to any of them.
- CONSEQUENCES OF TERMINATION
16.1 On termination of the Contract:
16.1.1 the Customer shall immediately pay to Powell all of Powell’s outstanding unpaid invoices and interest and, in respect of Services and Goods supplied but for which no invoice has been submitted, Powell shall submit an invoice, which shall be payable by the Customer immediately on receipt;
16.1.2 the Customer shall return all of Powell Materials and any Deliverables or Goods which have not been fully paid for. If the Customer fails to do so, then Powell 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.
16.2 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.
16.3 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.
- 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
18.1 Subject to either party’s right to adjudicate at any time, the parties shall use their reasonable endeavours to resolve any dispute or difference between them through negotiation or mediation.
18.2 Notwithstanding any other provision of this agreement, either party may refer a dispute arising under this agreement to adjudication at any time under Part I of the Scheme for Construction Contracts (England and Wales) Regulations (as amended), which Part shall take effect as if it was incorporated into this clause.
19.1 Assignment and other dealings.
19.1.1 Powell may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
19.1.2 The Customer 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 Powell.
19.2.1 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);
19.2.2 Any 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 second Business Day after posting or at the time recorded by the delivery service.
19.2.3 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.
19.3 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.
19.4 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.
19.5 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.
19.6 Entire agreement.
19.6.1 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.
19.6.2 Each party acknowledges that in entering into the Contract it does not rely on, and 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 misrepresentation based on any statement in the Contract.
19.6.3 Nothing in this clause shall limit or exclude any liability for fraud.
19.7 Third parties rights. 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.
19.8 Variation. 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).
19.9 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.
19.10 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.