1.1 The definitions and rules of interpretation in this clause apply in these Terms.
Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
Delivery: completion of delivery of an Order in accordance with clause 4.
Delivery Date: the date specified for delivery of an Order in accordance with clause 2.5
Force Majeure Event: has the meaning given in clause 17.
IPR: all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including knowhow and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world and Intellectual Property Right means any one of the IPR.
Order: an order for Spa Products submitted by the Customer in accordance with clause2 or clause 3 (as the case may be).
Order Confirmation: means the order confirmation issued by the Supplier to the Customer.
Order Number: the reference number to be applied to an Order by the Supplier as set out in the Order Confirmation.
Spa Products: any of the Spa Products supplied by the Supplier from time to time and including but not limited to those set out in the Order and supplied either under the trading name and branding of the CBD THERAPY for under the Own Branded Products name in accordance with clause 4.5 and, where the context requires, the Spa Products ordered by and supplied to the Customer.
Supplier: means WELL HUB Limited trading as the CBD THERAPY a company incorporated and registered in England and Wales with company number 12297241 whose registered address is at 7 Chesterton Place, Newquay, TR7 2RU
Term: means a period of five years from the date on which the first order is a placed by a Customer or such other term as the parties may agree in writing.
Terms: these terms and conditions.
VAT: value added tax chargeable under the Value Added Tax Act 1994 and any similar replacement or additional tax.
‘Website means the website of the Supplier at www.cbd-therapy.co.uk
1.2 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.3 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.4 Unless the context otherwise requires, words in the singular shall include the plural and vice versa and a reference to one gender shall include a reference to the other genders.
1.5 A reference to a statute, statutory provision or any subordinate legislation made under a statute is to such statute, provision or subordinate legislation as amended or re-enacted whether before or after the date of an Order and, in the case of a statute, includes any subordinate legislation made under that statute from time to time.
1.6 A reference to writing or written includes faxes and e-mails.
2. SUPPLY OF THE SPA PRODUCTS AND ORDERS
2.1 The Supplier shall supply and the Customer shall purchase the Spa Products in accordance with these Terms.
2.2 Each Order shall be deemed to be a separate offer by the Customer to purchase Spa Products on the terms hereof, which the Supplier shall be free to accept or decline at its absolute discretion. The supply of all Spa Products shall be subject to availability.
2.3 Save for Orders placed on the Website (where clause 3 shall apply) each Order shall be given (a) in writing or, if given orally, shall be confirmed in writing within two Business Days; and (b) specify the type and quantity of Spa Products ordered.
2.4 No Order shall be deemed to be accepted by the Supplier until it issues an Order Confirmation or (if earlier) the Supplier makes Delivery of the Order.
2.5 The Supplier shall assign an Order Number to each Order it accepts and notify such Order Numbers to the Customer together with the estimated date by which the Order will be ready for Delivery (Delivery Date). Each party shall use the relevant Order Number in all subsequent correspondence relating to the Order.
2.6 Save for where the Customer is buying Spa Products as a consumer, during the Term the Customer shall only purchase the Spa Products from the Supplier and shall not purchase any Spa Products from any third party supplier without the consent in writing of the Supplier.
2.7 The Supplier shall supply the Spa Products in accordance with all UK and European legislation and all generally accepted industry standards and practices that are applicable. All Spa Products will (where necessary) comply with COSHH.
2.8 Except as set out in these Terms, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from these Terms.
2.9 The Supplier shall ensure that the Spa Products are properly packed and secured in such manner as to enable them to reach their destination in good condition.
2.10 The Supplier shall comply with all applicable laws, enactments, orders, regulations and other instruments relating to the supply and delivery of the Spa Products.
2.11 The Supplier may agree, but is not obliged to supply the Spa Products to the Customer packaged and labelled under the Customers own name, designs and trademarks (for this purposes of this clause such Products shall be called “Own Branded Products”). For the avoidance of doubt, Own Branded Products may also be referred to by the Supplier as Private Label Products.
2.12 To the extent that the Supplier agrees to supply Own Branded Products the Customer hereby grants to the Supplier a royalty free worldwide right and licence during the Term to use its IPR including but not limited to its trademarks and designs as the Supplier may require in order to supply the Own Branded Products.
2.13 For the avoidance of doubt all IPR in any artwork or design work undertaken or provided by the Supplier on the Customers behalf in respect of any Own Branded Products shall vest in and belong to the Supplier absolutely.
2.14 The Supplier shall if requested provide the Customer with template designs for use with the Customers trade name(s) and/or trademarks for the labelling of Own Branded Products. Such labels, once ordered constitute bespoke products which, in the absence of manifest error, cannot be altered or returned after acceptance of an order for Own Branded Product labels by the Supplier. The Customer must therefore satisfy itself as to the design prior to placing any order. For the avoidance of doubt and without limitation minor discrepancies in colours and/or materials shall not constitute a manifest error.
2.15 The Supplier reserves the right to charge the Customer for any design or artwork produced by it on the Customers behalf or for any alterations to any Own Branded Products labelling.
2.16 The Customer shall indemnify the Supplier against any loss (including indirect and consequential loss and loss of profit) or damage which the Supplier may suffer as a result of any claim that the Own Branded Products infringe the Intellectual Property Rights of a third party.
2.17 During the Term the Supplier shall have the right to sell any Own Branded Products of the Customer to any third parties subject to the payment of the commission to the Customer as set out in the Order Confirmation.
2.18 It shall be the Customers responsibility to supply the Supplier with any barcodes which it requires to be added to the Products and to notify the Supplier in writing when placing an Order that such barcodes will be supplied,
3. WEBSITE ORDERS
3.1 Where the Customer is placing an Order via the Website no order shall be deemed to have been accepted until such time as the Supplier sends an email Order Confirmation confirming that the Spa Products have been dispatched. The contract between the Supplier and the Customer will only be formed once such Order Confirmation is received or at such time as the Spa Products are delivered (whichever is the earliest).
3.2 By placing an Order via the Website the Customer confirms that it is legally capable of entering into binding contracts and, in the case of an individual, that it is at least 18 years old. The Customer acknowledges that falsifying such information is a serious offence and agrees that the Supplier is entitled to undertake background checks against the Customer as is necessary to verify the Customers age (if applicable) and status.
3.3 The images of the Spa Products on the Website are for illustrative purposes only. Although every effort is made to display colours accurately, the Supplier cannot guarantee that the Customers computer accurately displays the colour of the Spa Products. The Spa Products may vary slightly from the images on the website.
3.4 All Spa Products displayed on the Website are subject to availability.
3.5 Where the Customer places an Order via the Website the following forms of payment are accepted: Visa,MasterCard.
3.6 Where Spa Products are purchased via the Website, terms must be agreed or payment made for the Spa Products and all applicable delivery charges is in advance..
4.1 The Supplier shall deliver the Spa Products to the location set out in the Order Confirmation (or such other location as the parties may agree) on or around the Delivery Date. For the avoidance of doubt the Delivery Date shall be an estimate only and time for delivery shall not be of the essence.
4.2 The Supplier may deliver Orders by instalments, which may be invoiced and paid for separately. References in these Terms to Orders shall, where applicable, be read as references to instalments.
4.3 Delays in the delivery of an Order shall not entitle the Customer to: (a) refuse to take delivery of the Order; or (b) claim damages; or (c) terminate these Terms. The Supplier shall have no liability for any failure or delay in delivering an Order to the extent that such failure or delay is caused by the Customer’s failure to comply with its obligations under these Terms.
4.4 If the Customer fails to take delivery of an Order then, except where such failure or delay is caused by the Supplier’s failure to comply with its obligations under these Terms: (a) delivery of the Order shall be deemed to have been completed at 9.00am on the date on which the Supplier attempts to make Delivery of the Spa Products; and (b) the Supplier shall store the Order until delivery takes place, and charge the Customer for all related costs and expenses (including insurance) and any costs of redelivery.
4.5 Each Order shall be accompanied by an Order Confirmation from the Supplier showing the Order Number, the date of the Order, the type and quantity of Spa Products included in the Order and, in the case of an Order being delivered by instalments, the outstanding balance of Spa Products remaining to be delivered.
4.6 Save for where the Customer is purchasing small quantities of Spa Products as a consumer all Packaging materials shall remain the Supplier’s property and the Customer shall make them available for collection at such times as the Supplier shall reasonably request. Returns of packaging materials shall be at the Supplier’s expense.
5. DELIVERY BY INSTALMENTS
5.1 The Supplier may, but is not obliged to, allow delivery and payment of an Order by instalments. Where the Supplier agrees to delivery by instalments at the request of the Customer the following provisions of this clause 5 shall apply.
5.2 The Supplier shall be entitled to charge the Customer a reasonable storage fee per week for the storage at its premises of any ordered but uncalled Spa Products.
5.3 If an Order is terminated pursuant to clause 13 below, then the Supplier may invoice the Customer for the full amount (including any unpaid storage fee’s) for any uncalled Spa Products and, following receipt in cash or cleared funds, shall deliver the Spa Products in accordance with clause 4 above. If the Suppliers invoice in respect of such uncalled Spa Products remains unpaid after a period of 28 days then the Supplier shall be free to either resell the uncalled Spa Products or to destroy the uncalled Spa Products. In such instance the Customer shall account to the Supplier for any loss or costs suffered by the Supplier as a result.
6. QUALITY OF SPA PRODUCTS
6.1 Where a sample of the Spa Products has been provided by the Supplier to the Customer prior to Order the Spa Products shall conform in all material respects with that sample and all other warranties as to quality or fitness for purpose are hereby excluded to the fullest extent permitted by law.
6.2 Where no sample of the Spa Products has been provided by the Supplier, the Spa Products shall conform in all material respects with any specification given by the Supplier and all other warranties as to qualify and fitness for purpose are hereby excluded to the fullest extent permitted by law.
6.3 Nothing in this clause 6 shall effect any statutory rights of a Customer acting as a consumer.
7. ACCEPTANCE AND DEFECTIVE SPA PRODUCTS
7.1 The Customer may reject any Spa Products delivered to it that do not comply with clause 6.1 or 6.2 (as the case may be), provided that notice of rejection is given to the Supplier: (a) in the case of a defect that is apparent on normal visual inspection, within three Business Days of Delivery; and (b) in the case of a latent defect, within a reasonable time of the latent defect having become apparent.
7.2 If the Customer fails to give notice of rejection in accordance with clause 7.1, it shall be deemed to have accepted such Spa Products.
7.3 If the Customer rejects Spa Products under clause 7.1 then the Customer shall be entitled to: (a) require the Supplier to replace the rejected Spa Products; or (b) require the Supplier to repay the price of the rejected Spa Products in full. Once the Supplier has complied with the Customer’s request, it shall have no further liability to the Customer in respect of the rejected Spa Products’ failure to comply with clause 2.7.
7.4 These Terms shall apply to any replacement Spa Products supplied by the Supplier.
7.5 Any typographical, clerical or other error or omission in any sales literature, quotation, or price list, acceptance of offer, invoice or other document or information issued by the Supplier or any information contained on the Website shall be subject to correction without any liability on the part of the Supplier.
7.6 The Customer acknowledges that many of the Spa Products contain natural or organic components or ingredients or are handmade. For the avoidance of doubt the Customer shall not be entitled to reject the Spa Products on the basis of minor discrepancies in the colour, quality or ingredients.
7.7 The Supplier may agree to supply bespoke Spa Products to the Customer. Where the Supplier supplies bespoke Spa Products it shall be the Customer’s responsibility to supply a specification for such Spa Products. Where the Customer does not provide a specification it shall be deemed to have satisfied itself as to the quality and fitness for purpose of any specification provided by the Supplier when it places an Order. Accordingly, the Customer shall only be entitled to reject the Spa Products on the basis that such Spa Products do not conform in all material respect with such specification.
7.8 Nothing in this clause 7 shall affect any rights of the Customer acting as a consumer.
8. CONSUMER RIGHTS
8.1 Where the Customer is a consumer the following provisions of this clause 8 apply. If there is any inconsistency between the provisions of this clause 8 and any other terms contained herein then, to the extent the Customer is a consumer this clause 8 shall take precedence.
8.2 Where the Customer is acting as a consumer the Customer has legal rights in relation to Spa Products that are faulty or not as described. Advice about consumer legal rights is available from the Customers local citizens Advice Bureau or Trading Standards Office. Nothing in these Terms will affect these legal rights.
8.3 If the Customer is purchasing Goods as a consumer the Customer may cancel a Contract at any time within 7 days beginning on the date it receives the Goods. If the Customer cancels a Contract pursuant to this clause it must notify the Supplier in writing and return the Goods to the Supplier, at its own expense, within 14 days. A Customer is not entitled to cancel orders for Goods that have been specifically manufactured, modified or otherwise personalised for the Customer by the Supplier. This provision does not affect any statutory rights of a Customer acting as a consumer
9. TITLE AND RISK
9.1 Risk in the Spa Products shall pass to the Customer on Delivery.
9.2 Title to the Spa Products shall not pass to the Customer until the Supplier has received payment in full (in cash or cleared funds) for: (a) such Spa Products; and (b) all other sums which are or which become due to the Supplier from the Customer for sales of Spa Products or on any account.
9.3 Until title to the Spa Products has passed to the Customer, the Customer shall: (a) hold such Spa Products on a fiduciary basis as the Supplier’s bailee; (b) store such Spa Products separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier’s property; (c) not remove, deface or obscure any identifying mark or packaging on or relating to such Spa Products; and (d) maintain such Spa Products in satisfactory condition and keep them insured on the Supplier’s behalf for their full price against all risks with an insurer that is reasonably acceptable to the Supplier. The Customer shall obtain an endorsement of the Supplier’s interest in the Spa Products on its insurance policy, subject to the insurer being willing to make the endorsement. On request the Customer shall allow the Supplier to inspect such Spa Products and the insurance policy, but the Customer may resell or use the Spa Products in the ordinary course of its business.
9.4 If before title to the Spa Products passes to the Customer the Customer becomes subject to any of the events in clause 10.1(d) to clause 10.1(l) then, provided that such Spa Products have not been resold and without limiting any other right or remedy the Supplier may have, the Supplier may at any time require the Customer to deliver up such Spa Products and, if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the relevant Spa Products are stored in order to recover them.
10. PRODUCT PRICES AND PAYMENT
10.1 The prices for the Spa Products shall be the prices set out in the Order Confirmation or if no price is quoted the price set out in the Supplier’s published price list (which can be found on the Website or is available on request) in force as at the date of the Order.
10.2 The Spa Product prices are exclusive of amounts in respect of VAT. 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 Spa Products.
10.3 The Product Prices are exclusive of the costs of packaging, insurance and carriage of the Spa Products unless otherwise agreed in writing by the Supplier or unless otherwise set out in the Order Confirmation.
10.4 The Supplier shall be entitled to invoice the Customer for each Order on or at any time after Delivery. Each invoice shall quote the relevant Order Numbers.
10.5 Save for Orders placed through the Website (where payment shall be made prior to dispatch) and subject to clause 10.10, the Customer shall pay invoices in full and in cleared funds within 30 days of receipt. Payment shall be made to the bank account nominated in writing by the Supplier.
10.6 If a party fails to make any payment due to the other under these Terms by the due date for payment (due date), then, without limiting the other party’s remedies under clause 13.1, the defaulting party shall pay interest on the overdue amount at the rate of 4% per annum above Barclays Bank plc’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. The defaulting party shall pay the interest together with the overdue amount.
10.7 If the Customer disputes any invoice or other statement of monies due, the Customer shall immediately notify the Supplier in writing. The parties shall negotiate in good faith to attempt to resolve the dispute promptly. The Supplier shall provide all such evidence as may be reasonably necessary to verify the disputed invoice or request for payment.
10.8 The Customer may not set off any amounts owed to it by the Supplier against any amounts payable by it to the Supplier.
10.9 All payments payable to the Supplier shall become due immediately on its termination. This clause 10.9 is without prejudice to any right to claim for interest under the law or under these Terms.
10.10 Where the Customer places an Order for bespoke products the Supplier reserves the right to payment in full or a deposit, to be determined in its sole discretion, prior to dispatch upon acceptance of the Customers’ Order.
11. LIMITATION OF LIABILITY – NON CONSUMERS
Where the Customer is not purchasing the Spa Products as a consumer this clause 11 shall apply
11.1 This clause sets out the entire financial liability of the parties (including any liability for the acts or omissions of their respective employees, agents and subcontractors) to each other in respect of: (a) any breach of these Terms however arising; (b) any use made or resale of the Spa Products by the Customer, or of any product incorporating any of the Spa Products; and (c) any representation, statement or tortious act or omission (including negligence) arising under or in connection with these Terms.
11.2 Nothing in these Terms shall limit or exclude the liability of either party for: (a) death or personal injury resulting from negligence; or (b) fraud or fraudulent misrepresentation; or (c) any other matter which it would be unlawful to try to exclude or limit liability for.;
11.3 Without prejudice to clause 11.2 neither party shall under any circumstances whatever be liable to the other, whether in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, for any: loss of profit; or loss of goodwill; or loss of business; or loss of business opportunity; or loss of anticipated saving; or loss or corruption of data or information; or special, indirect or consequential damage suffered by the other party that arises under or in connection with these Terms.
11.4 Without prejudice to clause 11.2, the Supplier’s total liability arising under or in connection with these Terms, whether arising in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, shall in all circumstances be limited to the amount actually received by the Supplier under these Terms in the 12 month period prior to the date of the event that gave rise to the liability.
12. LIMITATION OF LIABILITY – CONSUMERS
Where the Customer is purchasing Spa Products as a consumer this clause 12 shall apply
12.1 If the Supplier fails to comply with these Terms, the Supplier is responsible for loss or damage that the Customer suffers that is a foreseeable result of the Suppliers breach of these Terms or the Suppliers negligence, but the Supplier is not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if it was an obvious consequence of our breach or if it was contemplated by the Customer and the Supplier at the time the Order was accepted.
12.2 The Customer acknowledges and agrees that the Supplier only supplies the Products to consumers for domestic and private use. The Customer agrees not to use the product for any commercial, business or re-sale purposes, and the Supplier shall have no liability to the Customer for any loss of profit, loss of business, business interruption, or loss of business opportunity.
12.3 The Customer does not in any way exclude or limit liability for: (a) death or personal injury caused by the Suppliers negligence; (b) fraud or fraudulent misrepresentation; (c) any breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); (d) any breach of the terms implied by section 13 to 15 of the Sale of Goods Act 1979 (description, satisfactory quality, fitness for purpose and samples); and (e) defective products under the Consumer Protection Act 1987.
13.1 The Supplier shall be entitled to terminate these Terms with immediate effect by giving written notice to the Customer if: (a) the Customer fails to pay any undisputed amount due under these Terms on the due date for payment and remains in default not ess than 14 days after being notified in writing to make such payment; or (b) the Customer commits a material breach of its obligations under these Terms and (if such breach is remediable) fails to remedy that breach within a period of 30 days after receipt of notice in writing requiring it to do so; or (c) the Customer commits a series of persistent minor breaches which when taken together amount to a material breach; or (d) the Customer suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; or (e) the Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors; or (f) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or on connection with the winding up of that Customer; or (g) a creditor or encumbrancer of the Customer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days; or (h) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Customer ; or (i) a floating charge holder over the assets of the Customer has become entitled to appoint or has appointed an administrative receiver; or (j) a person becomes entitled to appoint a receiver over the assets of the Customer or a receiver is appointed over the assets of the other party; or (k) any event occurs, or proceeding is taken, with respect to the Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 8.1(d) to clause 8.1(l) (inclusive); or (l) the Customer ceases, or threatens to cease, to carry on all or substantially the whole of its business; or (m) there is a change of control of the Customer (within the meaning of section 1124 of the Corporation Tax Act 2010); or (n) any Force Majeure Event prevents the other party from performing its obligations under these Terms for any continuous period of three months.
13.2 Termination of these Terms shall not prejudice any of the parties’ rights and remedies which have accrued as at termination.
14. OBLIGATIONS ON TERMINATION
On termination of these Terms each party shall promptly: (a) return to the other party all equipment, materials and property belonging to the other party that the other party had supplied to it or a member of its group in connection with the supply and purchase of the Spa Products under these Terms; (b) return to the other party all documents and materials (and any copies) containing the other party’s Confidential Information; (c) erase all the other party’s Confidential Information from its computer systems (to the extent possible); and (d) on request, certify in writing to the other party that it has complied with the requirements of this clause.
15. SURVIVAL OF OBLIGATIONS
On termination of these Terms the following clauses shall survive and continue in full force and effect: Clause 11 (Limitation of liability-Non-Consumers) Clause 12 (Limitation of Liability – Consumers); and Clause 14 (Obligations on termination); and Clause 20 (Governing Law and Jurisdiction).
16. CONSUMER PROTECTION ACT
16.1 Save for where the Customer is acting as a consumer, the Customer shall indemnify the Supplier against all losses and damages (including costs, expenses and charges for legal actions in which the Supplier may be involved) which the Supplier may incur or have to bear if any claim or claims shall be made against the Supplier pursuant to the Consumer Protection Act 1987 or otherwise in which the Goods supplied by the Supplier are either: (a) not the defective part of the composite or other product; (b) are only rendered the defective part or became a defective product by reason of acts or omissions of the Customer or a third party; or (c)are only rendered the defective part or became a defective product by reason of instructions or warnings given by the Customer or other supplier of the composite or other products; or are supplied in accordance with the specification or drawings furnished by or on behalf of the Customer.
17. FORCE MAJEURE
17.1 Neither party (or any person acting on its behalf) shall have any liability or responsibility for failure to fulfil any obligation under these Terms so long as and to the extent to which the fulfilment of such obligation is prevented, frustrated, hindered or delayed as a consequence of a Force Majeure Event.
17.2 A party claiming the benefit of this provision shall, as soon as reasonably practicable after the occurrence of a Force Majeure Event: (a) notify the other party of the nature and extent of such Force Majeure Event; and (b) use all reasonable endeavours to remove any such causes and resume performance under these Terms as soon as feasible.
17.3 For the purposes of this clause 17, a Force Majeure Event means an event beyond the control of a party (or any person acting on its behalf), which by its nature could not have been foreseen by such party (or such person), or, if it could have been foreseen, was unavoidable, and includes, without limitation, acts of God, storms, floods, riots, fires, sabotage, civil commotion or civil unrest, interference by civil or military authorities, acts of war (declared or undeclared) or armed hostilities or other national or international calamity or one or more acts of terrorism or failure of energy sources.
18.1 Any notice or other communication given to a party under or in connection with these Terms shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post, recorded delivery, commercial courier, fax or e-mail.
18.2 A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 18.1; if sent by pre-paid first class post or recorded delivery, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by fax or e-mail, one Business Day after transmission.
18.3 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
19. ENTIRE AGREEMENT
19.1 These Terms the Order and the Order Confirmation constitute the whole agreement and understanding of the parties.
19.2 Each party acknowledges that, in entering into these Terms, it has not relied on any statement, representation, assurance or warranty other than those expressly set out here.
19.3 Each party agrees that all liability for and remedies in respect of any representations are excluded except as expressly provided in these Terms.
19.4 Nothing in this clause shall limit or exclude any liability for fraud.
20. GOVERNING LAW AND JURISDICTION
20.1 These Terms and any dispute or claim arising out of or in connection with it or its subject matter or formation (including noncontractual disputes or claims) shall be governed by and construed in accordance with English law.
20.2 The parties irrevocably agree that the courts of England and Wales shall have [non-]exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Terms or its subject matter or formation (including non-contractual disputes or