Terms & Conditions
Clarke Welding Services Limited
Terms and Conditions of Business
These Terms and Conditions (Conditions) apply to the supply of Services or Goods (as defined below) by Clarke Welding Services Limited, a company registered in England and Wales with company no. 06315188 and a registered office at Unit 19E Woolpit Business Park, Windmill Avenue, Woolpit, Bury St Edmunds, Suffolk IP30 9UP (CW).
The Customer’s attention is drawn in particular to clause 9 (Limitation of Liability).
1. Interpretation
1.1 The following definitions apply in these Conditions.
Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Charges: the charges payable by the Customer for the supply of the Services and/or Goods in accordance with clause 5.
Commencement Date: has the meaning given in clause 2.2.
Conditions: these terms and conditions as amended from time to time in accordance with clause 12.5.
Contract: the contract between CW and the Customer for the supply of Services in accordance with these Conditions.
Customer: the person or firm who or which purchases Services from CW.
Customer Default: has the meaning set out in clause 4.2.
CW Materials: has the meaning set out in clause 4.1.11.
CW personnel: has the meaning set out in clause 4.1.5.
Deliverables: equipment, machinery or other deliverable items to be transferred to the Customer by CW as part of the Services.
Goods: equipment, machinery or other deliverable items to be supplied to the Customer by CW not in connection with any Services.
Force Majeure Event: has the meaning set out in clause 12.1.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, 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 Services or Goods from CW.
Services: services, including the Deliverables, to be supplied by CW to the Customer as set out in the Specification.
Specification: the description or specification of the Services and/or Goods provided in writing by CW to the Customer, whether in a quotation or otherwise.
1.2 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.
1.3 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.
1.4 A reference to a person includes a company or other corporate entity.
1.5 A reference to writing or written includes email but not fax.
2. Basis of Contract
2.1 The Order constitutes an offer by the Customer to purchase Services and/or Goods in accordance with these Conditions.
2.2 The Order shall only be deemed to be accepted when CW issues written acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date).
2.3 For the avoidance of doubt, any quotation given by CW shall not constitute an offer, and is only valid for a period of 20 Business Days from its date of issue.
2.4 Any samples, drawings, descriptive matter or advertising issued by CW, and any descriptions or illustrations contained in CW's catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.
2.5 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.
3. Supply of Services
3.1 CW shall supply the Services to the Customer in accordance with the Specification in all material respects.
3.2 The Deliverables shall not include any ancillary items, unless expressly identified in the Specification as being supplied by CW as part of the Services (and clause 4.1 refers to the Customer’s obligation to provide these).
3.3 The Services shall not include the delivery of any technical drawings or plans or other information or Intellectual Property Rights therein owned or produced by CW, which shall remain the property of CW unless specifically agreed otherwise in the Specification. To the extent the Customer may have sight of such materials, they are confidential for the purposes of clause 12.3.
3.4 CW shall use all reasonable endeavours to meet any performance dates specified by CW, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
3.5 CW reserves the right to amend the Specification if necessary (without obtaining the Customer’s consent) 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 CW shall notify the Customer in any such event.
3.6 CW warrants to the Customer that the Services will be provided using reasonable care and skill.
3.7 CW shall not be deemed to have breached the warranty in clause 3.6 or otherwise be held liable if:
3.7.1 the Customer fails to follow CW’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Deliverables or (if there are none) good trade practice;
3.7.2 a Deliverable is defective as a result of CW following any drawing, design or specification supplied by the Customer;
3.7.3 the Customer alters or repairs Deliverables without the written consent of CW;
3.7.4 Deliverables are defective as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions; or
3.7.5 the Deliverables differ from the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory standards.
3.8 CW may arrange for CW Materials to be delivered to the Customer’s premises in advance of or in connection with its performance of the Services. In such cases, CW and the Customer shall agree a date for delivery and the Customer shall ensure they are received on such date, and clause 4.1.11 shall apply.
4. Customer's Obligations in relation to Services
4.1 The Customer shall:
4.1.1 ensure that any items required for CW’s delivery of the Services (including without limitation, scaffolding, insulation, valves, pumps and other ancillary items) are available to CW on the date specified for delivery of the Services;
4.1.2 ensure that the terms of its Order and any information it provides for the Specification are complete and accurate;
4.1.3 co-operate with CW in all matters relating to the Services;
4.1.4 authorise (and hereby authorises) CW to undertake any work required to the Customer’s premises, equipment or other relevant property in order to supply the Services;
4.1.5 provide CW, its employees, agents, consultants and subcontractors (CW personnel), with access to the Customer's premises, office accommodation and other facilities as reasonably required by CW;
4.1.6 provide CW with such information and materials as CW may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
4.1.7 prepare the Customer's premises for the supply of the Services;
4.1.8 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;
4.1.9 comply with all applicable laws, including health and safety laws;
4.1.10 ensure that there is a safe working environment, compliant with all health and safety laws, for CW personnel at the Customer’s premises on the dates and times at which any Services will be provided;
4.1.11 if during the provision of the Services any materials, equipment, documents or other property belonging to CW, including any Deliverables where risk and has not yet passed to the Customer under clause 7.1 (CW Materials) are left at the Customer’s premises, keep the CW Materials in safe custody at the Customer’s own risk and not dispose of or them other than in accordance with CW's written instructions or authorisation; and
4.1.12 comply with any additional obligations specified by CW prior to its acceptance of the Contract, whether in the quotation or Specification or otherwise, if applicable.
4.2 If CW'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 (Customer Default):
4.2.1 without limiting or affecting any other right or remedy available to it, CW 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 CW's performance of any of its obligations;
4.2.2 CW shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from CW's failure or delay to perform any of its obligations as set out in this clause 4.2; and
4.2.3 the Customer shall reimburse CW on written demand for any costs or losses sustained or incurred by CW arising directly or indirectly from the Customer Default.
5. Standalone supply of Goods
5.1 The provisions in this clause 5 apply in the event that Goods are supplied otherwise than in connection with any Services.
5.2 The Customer shall:
5.2.1 ensure that the terms of its Order and any information it provides for the Specification are complete and accurate; and
5.2.2 co-operate with CW in all matters relating to its supply of the Goods.
5.3 CW warrants that on delivery, Goods shall:
5.3.1 conform in all material respects with the Specification;
5.3.2 be free from material defects in design, material and workmanship; and
5.3.3 be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).
5.4 Subject to clause 5.5, CW shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full if:
5.4.1 the Customer gives notice in writing within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 5.3;
5.4.2 CW is given a reasonable opportunity of examining such Goods; and
5.4.3 the Customer (if asked to do so by CW) returns such Goods to CW's place of business at the Customer's cost.
5.5 CW shall not be liable for the Goods’ failure to comply with the warranty in clause 5.3 if:
5.5.1 the Customer makes any further use of such Goods after giving a notice in accordance with clause 5.4;
5.5.2 the defect arises because the Customer failed to follow CW’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;
5.5.3 the defect arises as a result of CW following any drawing, design or specification supplied by the Customer;
5.5.4 the Customer alters or repairs such Goods without the written consent of CW;
5.5.5 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions; or
5.5.6 the Goods differ from the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory standards.
5.6 The terms of these Conditions shall apply to any repaired or replacement Goods supplied by CW.
5.7 The Goods shall not be supplied with any technical drawings or plans or technical information (or Intellectual Property Rights therein) owned or produced by CW, which shall remain the property of CW unless specifically agreed otherwise in the Specification. To the extent the Customer may have sight of such materials, they are confidential for the purposes of clause 12.3.
6. Delivery of Deliverables/Goods
6.1 This clause 6 applies (a) to the supply of Goods and (b) to the supply of Services where the Deliverables do not require on-site fabrication/installation by CW at the Customer’s premises.
6.2 Subject to clause 6.3, the Customer shall collect Deliverables/Goods from CW’s premises within ten Business Days of CW notifying the Customer that the Goods are ready.
6.3 CW may by specific agreement agree to arrange for Deliverables/Goods to be sent to an address specified by the Customer, at the Customer’s risk and expense.
6.4 CW shall state on the delivery note any requirement for the Customer to return any packaging material to CW. The Customer shall make any such packaging materials available for collection at such times as the CW shall reasonably request. Returns of packaging materials shall be at CW’s expense.
6.5 Delivery of Deliverables/the Goods shall be deemed completed on the completion of unloading/loading of the Deliverables/Goods at the delivery location.
6.6 Any dates quoted for delivery of Deliverables/the Goods are approximate only, and the time of delivery is not of the essence. CW shall not be liable for any delay in delivery of the Deliverables/Goods that is caused by a Force Majeure Event or the Customer's failure to provide CW with adequate delivery instructions or any other instructions that are relevant to the supply of the Deliverables/Goods.
6.7 CW shall have no liability for any failure to deliver Deliverables/Goods to the extent that such failure is caused by a Force Majeure Event or the Customer's failure to provide CW with adequate delivery instructions for the Deliverables/Goods or any relevant instruction related to the supply of the Deliverables/Goods.
6.8 If the Customer fails to accept delivery of the Deliverables/Goods within ten Business Days of CW notifying the Customer that they are ready, then except where such failure or delay is caused by a Force Majeure Event or by CW’s failure to comply with its obligations under the Contract in respect of the Deliverables/Goods, and unless agreed otherwise:
6.8.1 delivery of the Goods shall be deemed to have been completed at 9.00 am on the agreed date of delivery; and
6.8.2 for the avoidance of doubt, the Charges shall be payable; and
6.8.3 CW shall store the Deliverables/Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
6.9 If fifteen Business Days after the day on which CW notifies the Customer that the Deliverables/Goods are ready for delivery the Customer has not taken/accepted delivery of them and no alternative delivery date has been agreed, CW may resell or otherwise dispose of part or all of the Deliverables/Goods.
6.10 CW may deliver the Deliverables/Goods by instalments, which CW may at its discretion invoice 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.
7. Title and Risk
7.1 The risk in Deliverables shall pass to the Customer when attached to the Customer’s premises or, if no installation is required, at delivery.
7.2 The risk in Goods shall pass to the Customer at delivery.
7.3 Title to Deliverables and Goods shall not pass to the Customer until CW receives payment in full (in cash or cleared funds) for the Services/Goods and any other Services/Goods that CW has supplied to the Customer in respect of which payment has become due, in which case title to the Deliverables/Goods shall pass at the time of payment of all such sums.
7.4 Until title to Deliverables/Goods has passed to the Customer, the Customer shall:
7.4.1 maintain the Deliverables/Goods in satisfactory condition and keep them insured against all risks for their full price on CW's behalf from the date of delivery;
7.4.2 notify CW immediately if it becomes subject to any of the events listed in clause 10.1.3; and
7.4.3 give CW such information relating to the Deliverables/Goods as CW may require from time to time.
7.5 Subject to clauses 7.4 and 7.6, the Customer may use the Deliverables/Goods in the ordinary course of its business (but not otherwise) before CW receives payment for them. The Customer may not resell the Deliverables/Goods before CW receives payment for them.
7.6 If before title to the Deliverables/Goods passes to the Customer the Customer becomes subject to any of the events listed in 10.1.3, or if 10.1.2 applies and CW gives notice of termination, then, without limiting any other right or remedy CW may have, CW may at any time:
7.6.1 require the Customer to deliver up all Deliverables/Goods in its possession; and/or
7.6.2 upon three Business Days’ notice to the Customer, enter any premises of the Customer or any third party where any Deliverables/Goods are stored, located or fitted in order to recover them.
7.7 Upon receiving a notice under clause 7.6.2, the Customer for this purpose:
7.7.1 shall prepare the Customer's premises for the collection of the Deliverables;
7.7.2 authorises CW to undertake any work required to the Customer’s premises in order to extract the Deliverables/Goods;
7.7.3 shall provide CW personnel with access to the Customer's premises, office accommodation and other facilities;
7.7.4 shall obtain and maintain all necessary licences, permissions and consents which may be required in order for CW to take such Deliverables/Goods; and
7.7.5 shall ensure that there is a safe working environment, compliant with all health and safety laws, at the Customer’s premises on the dates and times at which the Deliverables/Goods will be taken.
8. Charges and Payment
8.1 Subject to clause 8.2, Charges for the Services/Goods shall be calculated and charged in accordance with the Specification.
8.2 Where the costs of materials, fuel or labour varies from that specified in the Specification, for example due to the delivery of the Services being more complex or time-consuming than initially envisaged, CW may vary its charges from those given in the Specification. In such cases it shall inform the Customer as soon as reasonably possible of any Charges higher than those given in the Specification, and the Customer shall be liable for the higher Charges specified.
8.3 Where Services are part of a service plan to be provided for at least one year, CW reserves the right to increase the Charges on an annual basis.
8.4 CW shall invoice the Customer on completion of the Services or as otherwise specified.
8.5 The Customer shall pay each invoice submitted by CW:
8.5.1 within 30 days of the date of the invoice; and
8.5.2 in full and in cleared funds to a bank account nominated in writing by CW, and
time for payment shall be of the essence of the Contract.
8.6 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by CW to the Customer, the Customer shall, on receipt of a valid VAT invoice from CW, pay to CW such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
8.7 If the Customer fails to make a payment due to CW under the Contract by the due date, then, without limiting CW's remedies under clause 10, 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 8.7 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%.
8.8 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. Limitation of Liability
The Customer's Attention Is Particularly Drawn to this Clause.
9.1 The restrictions on liability in this clause 9 apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
9.2 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
9.2.1 death or personal injury caused by negligence;
9.2.2 fraud or fraudulent misrepresentation;
9.2.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); or
9.2.4 breach of the terms implied by section 12 of the Sale of Goods Act 1979.
9.3 Clause 4.2 provides for circumstances where CW'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 in clause 4.1.
9.4 Subject to clause 9.2:
9.4.1 Where CW's performance of any of its obligations under the Contract is prevented or delayed due to a failure by a third party (for example one of CW’s suppliers) CW’s liability to the Customer shall be limited to the sum CW claims and receives from such third party.
9.4.2 CW’s total liability to the Customer shall not exceed the total Charges payable by the Customer under the Contract.
9.5 This clause 9.5 sets out specific heads of excluded loss. Subject to clause 9.2, the following types of loss are wholly excluded by the parties.
9.5.1 loss of profits;
9.5.2 loss of sales or business;
9.5.3 loss of agreements or contracts;
9.5.4 loss of anticipated savings;
9.5.5 loss of use or corruption of software, data or information;
9.5.6 loss of or damage to goodwill; and
9.5.7 indirect or consequential loss.
9.6 CW has given commitments as to compliance of Services and Goods with relevant specifications in clauses 3 and 5. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 and the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
9.7 Unless the Customer notifies CW that it intends to make a claim in respect of an event within the notice period, CW shall have no liability for that event. The notice period for an event shall start on the day on which the Customer became, or ought reasonably to have become, aware of the event having occurred and shall expire three months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
9.8 This clause 9 shall survive termination of the Contract.
10. Termination
10.1 Without affecting any other right or remedy available to it, CW may terminate the Contract with immediate effect on written notice to the Customer:
10.1.1 within three days of it being entered into, provided no Services or Goods have yet been delivered; or
10.1.2 if the Customer fails to pay any amount due under the Contract on the due date for payment, or is otherwise in breach of its obligations under clause 4, and has not remedied the breach within 10 Business Days;
10.1.3 the Customer becomes subject to any of the events listed in this clause 10.1.3, or CW reasonably believes that the Customer is about to become subject to any of them:
10.1.3.1 the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;
10.1.3.2 the Customer suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
10.1.3.3 the Customer’s financial position deteriorates to such an extent that in CW’s opinion its capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
10.2 CW may also suspend the supply of Services under the Contract or any other contract between the Customer and CW 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 10.1.3 to clause 10.1.3.3, or CW reasonably believes that the Customer is about to become subject to any of them.
10.3 For the avoidance of doubt, unless the Specification states otherwise, the Customer cannot terminate a Contract or otherwise seek to cancel an Order which has been accepted by CW without the consent of CW.
11. Consequences of Termination
11.1 On termination of the Contract:
11.1.1 the Customer shall immediately pay to CW all of CW's outstanding unpaid invoices and interest and, in respect of Services or Goods supplied but for which no invoice has been submitted, CW shall submit an invoice, which shall be payable by the Customer immediately on receipt;
11.1.2 the Customer shall return all of CW Materials and any Deliverables and any Goods which have not been fully paid for. If the Customer fails to do so, then clauses 7.6 and 7.7 apply. 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 the Contract.
11.2 Termination or expiry of the Contract shall not affect any rights, remedies, obligations or 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.
11.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.
12. General
12.1 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).
12.2 Assignment and other dealings.
12.2.1 CW 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.
12.2.2 The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, 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 CW.
12.3 Confidentiality.
12.3.1 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 12.3.2.
12.3.2 Each party may disclose the other party's confidential information:
12.3.2.1 to its employees, officers, representatives, subcontractors or advisers but only if each such person:
12.3.2.1.1 does not (where the disclosing party is the Customer) have any interest in a business which is a competitor of CW or which provides any type of welding services; and
12.3.2.1.2 needs to know such information for the sole purpose of carrying out the party's obligations under the Contract;
and 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 12.3; and
12.3.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
12.3.3 Neither party shall use the other party's confidential information for any purpose other than to perform its obligations under the Contract.
12.4 Entire agreement.
12.4.1 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.
12.4.2 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 misstatement based on any statement in the Contract.
12.4.3 Nothing in this clause shall limit or exclude any liability for fraud.
12.5 Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
12.6 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 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.
12.7 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 12.7 shall not affect the validity and enforceability of the rest of the Contract.
12.8 Notices.
12.8.1 Any notice 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), and also copied by email to a contact email address previously used by the recipient party.
12.8.2 Any notice or communication shall be deemed to have been received:
12.8.2.1 if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; and
12.8.2.2 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.
12.8.3 This clause 12.8 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.
12.9 Third party rights. 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.
12.10 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.
12.11 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.
