Standard Terms and Conditions
for the Sale of Goods and Services
In these standard terms and conditions:
1.1 the following words and expressions shall have the following meanings unless thecontext otherwise requires:
“Business Day” means a day other than a Saturday or Sunday or a day which is a public or bank holiday in England and/or Wales;
“Buyer” means the person whose order for the Products and/or Services is accepted by DHS in accordance with Condition 2.2;
“DHS” means DHS Systems Int'l Ltd of Ramsden Road, Rotherwas, Herefordshire, HR2 6NP with company number 04373533;
“Confidential Information” means all information in respect of the business of DHS including know-how and other matters connected with the Products and/or Services, information concerning DHS’ relationships with actual or potential clients, customers or suppliers and the needs and requirements of DHS and of such persons and any other information which, if disclosed, will be liable to cause harm to DHS;
“Contract” means the contract between DHS and the Buyer for the sale and purchase of the Products and/or supply of the Services formed in accordance with Condition 2;
“Delivery Point” means the place where delivery of the Products is to take place under Condition 7.1;
“Documentation” in relation to any Products and/or Services, any (a) instruction manuals, user guides, and other information which is supplied by DHS to the Buyer; and/or (b) any product specifications which are supplied by the Buyer to DHS;
“Force Majeure Event” means:
(a) act of God;
(b) war, insurrection, riot, civil commotion, act or threat of terrorism;
(c) lightning, earthquake, fire, flood, storm, or extreme weather condition;
(d) theft, malicious damage;
(e) strike, lockout, industrial dispute (whether affecting the workforce of DHS and/or any other person);
(f) breakdown or failure of plant or machinery;
(g) inability to obtain essential supplies or materials;
(h) change in any statute, statutory instrument, bye-law, order, directive, treaty, decree or law which relates to the Contract and/or the Products and/or the Services;
(i) any failure or default of a supplier or sub-contractor of DHS; or
(j) any event or circumstance to the extent it is beyond the reasonable control of DHS;
“Products” means any products which DHS supplies to the Buyer (including any of them or any part of them) under a Contract;
“Insolvent” the Buyer is Insolvent where it (i) proposes or passes a resolution for its winding up or in the case of a limited liability partnership proposes or determines that it will be wound up or in the case of a partnership is subject to an application for an order or an order by a court of competent jurisdiction for its winding up; (ii) is subject to an application to or order or notice issued by a court or other authority of competent jurisdiction for its winding up or striking off; (iii) enters administration or is the subject of an application for administration filed at any court or a notice of intention to appoint an administrator given by any person filed at any court; (iv) proposes, makes or is subject to, a company voluntary arrangement, an individual voluntary arrangement or a partnership voluntary arrangement or a composition with its/his creditors generally, an application to a court of competent jurisdiction for protection from its/his creditors generally or a scheme of arrangement under Part 26 Companies Act 2006; (v) in the case of a partnership, has a partner who proposes, makes or is subject to an individual voluntary arrangement or composition with his creditors generally, or makes an application to a court of competent jurisdiction for protection from his creditors generally; (vi) is subject to or has a bankruptcy petition or has a bankruptcy order made against him or in the case of a partnership has a partner against whom a bankruptcy petition is presented or a bankruptcy order is made or has partners all of whom jointly present bankruptcy petitions as contemplated by Article 11 Insolvency Partnerships Order 1994; (vii) has a receiver or a provisional liquidator appointed over any of its/his assets, undertaking or income; (viii) ceases to trade or appears, in the reasonable opinion of DHS, to be likely to cease to trade; (ix) is unable to pay its debts within the meaning of section 123 Insolvency Act 1986 and/or sections 267 and 268 Insolvency Act 1986; (x) has any distraint, execution or other process levied or enforced on any of its/his property; or (xi) is the subject of anything analogous to the foregoing under the laws of any applicable jurisdiction;
“Intellectual Property Rights” means all intellectual and industrial property rights including patents, know-how, registered trade marks, registered designs, utility models, applications for and rights to apply for any of the foregoing, unregistered design rights, unregistered trade marks, rights to prevent passing off for unfair competition, copyright, database rights, topography rights and any other rights in any invention, discovery or process, in each case in the United Kingdom and all other countries in the world and together with all renewals and extensions;
“Services” means any services which DHS provides to the Buyer (including any of them or any part of them);
“Specification” means in relation to the Products and/or Services, the technical specifications of those Products and/or documents detailing the requirements of the Services; all preparatory, design and development materials which relate to the Products and/or Services; all information of any description which explains the structure, design and development materials which relate to the Products; all information of any description which explains the structure, design, operation, functionality of the Products or how the Services will be performed; all information of any description which relates to the maintenance and/or support of the Products and/or Services; and
“Terms and Conditions” means these standard terms and conditions of sale together with any special terms agreed in writing between the Buyer and DHS as specified in the acknowledgement of order;
1.2 all headings are for ease of reference only and shall not affect the construction or interpretation of the Terms and Conditions;
1.3 unless the context otherwise requires:
1.3.1 references to the singular include the plural and vice versa and references to any gender include every gender;
1.3.2 references to a “person” include any individual, body corporate, association, partnership, firm, trust, organisation, joint venture, government, local or municipal authority, governmental or supra-governmental agency or department, state or agency of state or any other entity (in each case whether or not having separate legal personality);
1.4 references to any statute or statutory provision shall include any subordinate legislation made under it and shall be construed as references to such statute, statutory provision and/or subordinate legislation as modified, amended, extended, consolidated, re-enacted and/or replaced and in forceas at the date of the Contract; and
1.5 any words following the words “include”, “includes”, “including”, “in particular” or any similar words or expressions shall be construed without limitation and accordingly shall not limit the meaning of the words preceding them.
2.1 Subject to any variation under Condition 2.7, the Contract will be upon the Terms and Conditions to the exclusion of all other terms and conditions, including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order or similar document, whether or not such document is referred to in the Contract.
2.2 Each order or acceptance of a quotation for Products and/or Services will be deemed to be an offer by the Buyer to purchase Products and/or Services upon the Terms and Conditions. The Contract is formed when the order is accepted by DHS, by way of a written acknowledgement of order. No contract will come into existence until a written acknowledgement of the order is issued by DHS.
2.3 Unless otherwise set out in the quotation, any quotation is valid for a period of 30 days only from its date, provided DHS has not previously amended or withdrawn it.
2.4 The Buyer must ensure that the terms of its order and any applicable Specification are complete and accurate.
2.5 Acceptance of delivery of the Products or commencement of the performance of the Services will be deemed conclusive evidence of the Buyer’s acceptance of the Terms and Conditions.
2.6 DHS may cancel the Contract at any time prior to delivery. Subject to the provisions of Condition 7.3, the Buyer may not cancel a Contract.
2.7 Save as otherwise expressly provided in the Contract, no variation to the Terms and Conditions shall be effective unless it is in writing and signed bya duly authorised representative on behalf of DHS.
3.1 The quantity and description of the Products and/or Services will be as set out in DHS' acknowledgement of order.
3.2 All samples, drawings, descriptive matter, Specifications and advertising issued by DHS (or the manufacturer of the Products) and any descriptions or illustrations contained in DHS’ or manufacturer’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Products and/or Services represented by or described in them. They will not form part of the Contract and this is not a sale by sample.
3.3 DHS may make any changes to the Specification, design, materials or finishes of the Products and/or provision of the Services which:
3.3.1 are required to conform with any applicable safety or other statutory or regulatory requirements; or
3.3.2 do not materially affect their quality or performance.
4.1 The price for the Products and/or Services will be the price set out in DHS’ acknowledgement of order and unless otherwise set out in the acknowledgement of order, is exclusive of:
4.1.1 any costs of packaging and carriage of the Products (except as provided for in Condition 7.1); and
4.1.2 any value added tax or other applicable sales tax or duty
which will be added to the sum in question.
4.2 DHS will be entitled to increase the price of the Products and/or Services:
4.2.1 following any changes in the Specification made at the request of the Buyer and agreed by DHS;
4.2.2 to cover any extra expense as a result of the Buyer’s instructions or lack of instructions;
4.2.3 to comply with the requirements referred to in Condition 3.3.1;
4.2.4 in consideration of both cost changes resulting from actions of a public authority and cost changes caused by war or other crisis situation of similar effect which relate to supplies or services necessary for the provision of the Products and/or Services; and/or
4.2.5 by a sum equal to any increases (calculated from the date of DHS' acknowledgement of order) in the price of materials and/or supplies used in the provision of the Goods and/or Services.
5.1 Unless otherwise set out in DHS' order acknowledgement, DHS shall be entitled to invoice the Buyer for the Products and/or Services and any packaging, insurance, carriage and delivery costs payable by the Buyer in addition to the price for the Products and/or Services on or at any time following formation of the Contract in accordance with Condition 2.2.
5.2 Subject to Condition 5.4and unlessotherwise set out in DHS' order acknowledgement, payment is due in pounds sterling 30 days after the date of such invoice.
5.3 DHS may require a deposit to be paid by the Buyer. Where applicable, details of the deposit and the timescales within which such deposit must be paid, will be set out in DHS' order acknowledgement.
5.4 Time shall be of the essence in respect of the payment dates set out in Condition 5.1 and any dates which may be substituted for them by the agreement in writing of the parties.
5.5 No payment will be deemed to have been received until DHS has received cleared funds.
5.6 All sums payable to DHS under the Contract will become due immediately upon termination of the Contract.
5.7 All payments to be made by the Buyer under the Contract will be made in full without any set-off, restriction or condition and without any deduction or withholding for or on account of any counterclaim or any present or future taxes, levies, duties, charges, fees, deductions or withholdings of any nature, unless the Buyer is required by law to make any such deduction or withholding.
5.8 DHS may appropriate any payment made by the Buyer to DHS to such of the invoices for the Products and/or Services as DHS thinks fit, despite any purported appropriation by the Buyer.
5.9 If any sum payable under the Contract is not paid when due then, without prejudice to DHS’ other rights under the Contract, that sum will bear interest from the due date until payment is made in full, both before and after any judgment, at 3% per annum over the Bank of England base rate from time to time and DHS will be entitled to suspend deliveries of the Products and/or performance of the Services until the outstanding amount has been received by DHS from the Buyer.
6.1 DHS may deliver the Products by separate instalments and/or perform any Services in stages. Each separate instalment or stage will be invoiced and paid for in accordance with the provisions of the Contract.
6.2 Each instalment or stage will be a separate Contract and no cancellation or termination of any one Contract relating to an instalment or stage will entitle the Buyer to repudiate or cancel any other Contract, instalment or stage.
7.1 Unless otherwise set out in DHS' order acknowledgement, delivery of the Products will be made free carrier (FCA) at DHS' premises at Ramsden Road, Rotherwas, Hereford, HR2 6NP as defined in INCOTERMS 2000. The Services will be performed at the address for service delivery set out in the order acknowledgement or such other address as notified by DHS to the Buyer from time to time.
7.2 The Buyer will take delivery of the Products within 2 days of DHS giving it notice that the Products are ready for delivery. Delivery of the Products will be accepted at any time of day. Delivery of the Products and/or performance of the Services will be made during DHS' usual business hours.
7.3 DHS will use reasonable endeavours to deliver/perform each of the Buyer’s orders for the Products and/or Services within the time agreed when the Buyer places an order and, if no time is agreed, then within a reasonable time, (the "Delivery Date") but the time of delivery/performance will not be of the essence. If, despite those endeavours, DHS is unable for any reason to fulfil any delivery or performance on the specified date, DHS will be deemed not to be in breach of this Contract, nor (for the avoidance of doubt) will DHS have any liability to the Buyer for direct, indirect or consequential loss (all three of which terms include pure economic loss, loss of profits, loss of business, depletion of goodwill and like loss) howsoever caused (including as a result of negligence) by any delay or failure in delivery and/or performance except as set out in this condition. Any delay in delivery and/or performance will not entitle the Buyer to cancel the order unless and until the Buyer has given 42 days’ written notice to DHS (to be given no earlier than the day after the Delivery Date) requiring the delivery and/or performance to be made and DHS has not fulfilled the delivery and/or performance within that period. For the avoidance of doubt, this cancellation right shall not arise where DHS' delay or failure is caused either by a Force Majeure Event (in which circumstances the provisions of Condition 10 shall apply) or by any act or omission of the Buyer. If the Buyer cancels the order in accordance with this Condition 7.3then:
7.3.1 DHS will refund to the Buyer any sums which the Buyer has paid to DHS in respect of that order or part of the order which has been cancelled; and
7.3.2 the Buyer will be under no liability to make any further payments under Condition 5.1 in respect of that order or part of the order which has been cancelled.
7.4 The Buyer will procure that the vehicles collecting the Products at the Delivery Point are suitable for the receipt and transportation of the Products.
7.5 The Buyer will be responsible, at its expense, for the provision of adequate and appropriate equipment and manual labour for off-loading the Products.
7.6 If the Buyer fails to take delivery of any of the Products when they are ready for delivery or to provide any instructions, documents, licences or authorisations required to enable the Products to be delivered and/or Services to be performed on time (except solely on account of DHS’ default), the Products and/or Services will be deemed to have been delivered or performed on the due date and (without prejudice to its other rights) DHS may:
7.6.1 store or arrange for storage of the Products until actual delivery or sale in accordance with Condition 7.6.2 and charge the Buyer for all related costs and expenses (including storage and insurance); and/or
7.6.2 following written notice to the Buyer, sell any of the Products at the best price reasonably obtainable in the circumstances and charge the Buyer for any shortfall below the price under the Contract or account to the Buyer for any excess achieved over the price under the Contract, in both cases having taken into account any charges related to the sale.
8.1 Risk of damage to or loss of the Products will pass to the Buyer on delivery (or deemed delivery in accordance with Condition 7.6).
8.2 Ownership of the Products will not pass to the Buyer until DHS has received in full (in cash or cleared funds) all sums due to it in respect of:
8.2.1 the Products; and
8.2.2 all other sums which are or which become due to DHS from the Buyer on any account.
8.3 Until ownership of the Products has passed to the Buyer, the Buyer must:
8.3.1 hold the Products on a fiduciary basis as DHS' bailee;
8.3.2 store the Products (at no cost to DHS) separately from all other Products of the Buyer or any third party in such a way that they remain readily identifiable as DHS' property;
8.3.3 not destroy, deface or obscure any identifying mark or packaging on or relating to the Products; and
8.3.4 maintain the Products in satisfactory condition insured on DHS' behalf for their full price against all risks to the reasonable satisfaction of DHS, and will whenever requested by DHS produce a copy of the policy of insurance.
8.4 The Buyer may resell the Products before ownership has passed to it solely on the following conditions:
8.4.1 any sale will be effected in the ordinary course of the Buyer’s business at full market value and the Buyer will account to DHS accordingly; and
8.4.2 any such sale will be a sale of DHS' property on the Buyer’s own behalf and the Buyer will deal as principal when making such a sale.
8.5 The Buyer’s right to possession of the Products will terminate immediately if the Buyer becomes Insolvent or if DHS serves notice to terminate the Contract.
8.6 DHS will be entitled to recover payment for the Products notwithstanding that title in any of the Products has not passed from DHS.
8.7 The Buyer grants DHS, its sub-contractors, agents and employees an irrevocable licence at any time to enter any premises where the Products are or may be stored in order to inspect them, or, where the Buyer’s right to possession has terminated, to recover them.
8.8 Where DHS is unable to determine whether any Products are the products in respect of which the Buyer’s right to possession has terminated, the Buyer will be deemed to have sold all products of the kind sold by DHS to the Buyer in the order in which they were invoiced to the Buyer.
8.9 If the Buyer’s right to possession of the Products terminates in accordance with Condition 8.5, DHS shall be entitled to issue the Buyer with a credit note for all or any part of the price of the Products together with value added tax thereon.
8.10 On termination of the Contract, howsoever caused, DHS' (but not the Buyer’s) rights contained in this Condition 8 will remain in effect.
Warranty
9.1 Unless otherwise agreed by DHS in writing, DHS will, free of charge, within a period of 12 months from the date of delivery of Products or performance of Services which are proved to the reasonable satisfaction of DHS to not comply with Specification due to defects in material, workmanship or design (other than a design made, furnished or specified by the Buyer), repair, or at its option replace, such Products or re-perform such Services. This obligation will not apply where:
9.1.1 the Products have been improperly altered in any way whatsoever, or have been subject to misuse or unauthorised repair;
9.1.2 the Products have been improperly installed or connected;
9.1.3 any maintenance requirements relating to the Products have not been complied with;
9.1.4 any instructions as to storage of the Products have not been complied with in all respects; or
9.1.5 the Buyer has failed to notify DHS of any defect or suspected defect within 14 days of the delivery where the defect should be apparent on reasonable inspection, or within 14 days of the same coming to the knowledge of the Buyer where the defect is not one which should be apparent on reasonable inspection, and in any event no later than 12 months from the date of delivery or performance.
9.2 Where Products will be repaired or replaced by DHS in accordance with Condition 9.1, DHS will refund to the Buyer the cost of carriage on the return of any such defective or damaged Products, and will deliver any repaired or replacement Products to the Buyer at DHS' own expense.
9.3 Any Products which have been replaced will belong to DHS. Any repaired or replacement Products will be liable to repair or replacement under the terms specified in Condition 9.1 for the unexpired portion of the 12 month period from the original date of delivery of the replaced Products.
Exclusion of Liability
9.4 In the event of any breach of DHS' express obligations under Conditions 7.3, 9.1,9.2or 9.3above the remedies of the Buyer will be limited to damages.
9.5 DHS does not exclude its liability (if any) to the Buyer:
9.5.1 for breach of DHS' obligations arising under section 12 Sale of Products Act 1979 or section 2 Sale and Supply of Products and Services Act 1982;
9.5.2 for personal injury or death resulting from DHS' negligence;
9.5.3 under section 2(3) Consumer Protection Act 1987;
9.5.4 for any matter for which it would be illegal for DHS to exclude or to attempt to exclude its liability; or
9.5.5 for fraud.
9.6 Except as provided in Conditions 7.3and9.1to 9.5, DHS will be under no liability to the Buyer whatsoever (whether in contract, tort (including negligence), breach of statutory duty, restitution or otherwise) for any injury, death, damage or direct, indirect or consequential loss (all three of which terms include pure economic loss, loss of profits, loss of business, depletion of goodwill and like loss) howsoever caused arising out of or in connection with:
9.6.1 any of the Products and/or Services, or the manufacture of the Products or the sale or supply, or failure or delay in supply, of the Products and/or Services by DHS;
9.6.2 any breach by DHS of any of the express or implied terms of the Contract;
9.6.3 any use made or resale by the Buyer of any of the Products, or of any product incorporating any of the Products; or
9.6.4 any statement made or not made, or advice given or not given, by or on behalf of DHS.
9.7 Subject to Condition 9.5, all warranties, conditions and other terms implied by law (whether by statute, common law or otherwise) are excluded from the Contract.
9.8 Each of DHS' employees, agents and sub-contractors may rely upon and enforce the exclusions and restrictions of liability in Conditions 7.3and9.4, 9.6and9.7 in that person’s own name and for that person’s own benefit, as if the words “its employees, agents and sub-contractors” followed the word DHS wherever it appears in those Conditions.
9.9 The Buyer acknowledges that the above provisions of this Condition 9 are reasonable and reflected in the price which would be higher without those provisions, and the Buyer will accept such risk and/or insure accordingly.
9.10 The Buyer agrees to indemnify, keep indemnified and hold harmless DHS from and against all costs (including the costs of enforcement), expenses, liabilities (including any tax liability), injuries, direct, indirect and consequential loss (all three of which terms include pure economic loss, loss of profits, loss of business, depletion of goodwill and like loss), damages, claims, demands, proceedings and legal costs (on a full indemnity basis) and judgments which DHS incurs or suffers as a consequence of any direct or indirect breach or negligent performance or failure in performance by the Buyer of the terms of the Contract.
10.1 DHS shall not be in breach of the Contract or otherwise liable to the Buyer for any failure to perform or delay in performing its obligations under the Contract to the extent that such failure or delay is due toa Force Majeure Event.
10.2 If a Force Majeure Event occurs:
10.2.1 DHS shall as soon as reasonably practicable after becoming aware of the Force Majeure Event notify the Buyer that the Force Majeure Event has occurred; and
10.2.2 DHS shall not be required to mitigate the effects of the Force Majeure Event.
10.3 Subject to Condition 10.4, the Buyer shall not be in breach of the Contract or otherwise liable to DHS for any failure to perform or delay in performing its obligations under the Contract to the extent that this is due to a Force Majeure Event affecting DHS.
10.4 The Buyer shall continue to pay the pricesfor any Productsand/or Serviceswhich the Supplier continues to supply notwithstanding the occurrence of the Force Majeure Event.
10.5 If a Force Majeure Event which gives rise to relief from liability under Condition 10.1 continues for a period of more than three months or for a total of three months in any twelve month period, either party shall be entitled to terminate the Contract immediately by giving written notice to that effect to the other party.
11.1 If the Buyer:
11.1.1 commits a breach of the Contract which cannot be remedied; or
11.1.2 commits a breach of the Contract which can be remedied but fails to remedy that breach within 14 days of a written notice setting out the breach and requiring it to be remedied being given by DHS,
DHS may terminate the Contract immediately by giving written notice to that effect to the Buyer.
11.2 A breach can be remedied if the Buyer can comply with the relevant obligation in all respects other than as to time of performance unless time of performance of such obligation is of the essence.
11.3 Condition 11.1 shall not apply to any failure by the Buyer to make any payment due to DHS under the Contract on or before the due date. Condition 11.5 shall apply instead to any such failure.
11.4 DHS may terminate the Contract immediately by giving written notice to that effect to the Buyer if the Buyer becomes Insolvent.
11.5 DHS may terminate the Contract immediately by giving written notice to that effect to the Buyer if the Buyer fails to make any payment due to DHS under the Contract within 7 days of the due date.
11.6 Following expiry or termination of the Contract:
11.6.1 Conditions 3, 5, 8, 9, 10, 11, 12, 13, 15and16 shall continue in force, together with any other Conditions which expressly or impliedly continue to have effect after expiry or termination of the Contract; and
11.6.2 all other rights and obligations shall immediately cease without prejudice to any rights, obligations, claims (including claims for damages for breach) and liabilities which have accrued prior to the date of expiry or termination.
11.7 DHS will be entitled to suspend any deliveries and/or performance otherwise due to occur following service of a notice specifying a breach under Condition 11.1.2, until either the breach is remedied (if applicable) or the Contract terminates, whichever occurs first.
12.1 Unless otherwise provided for in DHS' order acknowledgement, all Intellectual Property Rights in the Products and/or Services and any Documentation shall be owned by DHS or its licensors.
12.2 No right or licence is granted to the Buyer in respect of the Intellectual Property Rights of DHS or its licensors, except the right to use, or re-sell the Products or use the Services in the Buyer’s ordinary course of business.
12.3 The Buyer will not without DHS' prior consent allow any trade marks of DHS or other words or marks applied to the Products to be obliterated, obscured or omitted nor add any additional marks or words.
13.1 The Buyer will keep confidential any and all Confidential Information that it may acquire.
13.2 The Buyer will not use the Confidential Information for any purpose other than to perform its obligations under the Contract. The Buyer will ensure that its officers and employees comply with the provisions of this Condition 13.
13.3 The obligations on the Buyer set out in Condition 13.1and13.2 will not apply to any information which:
13.3.1 is publicly available or becomes publicly available through no act or omission of the Buyer; or
13.3.2 the Buyer is required to disclose by order of a court of competent jurisdiction.
14. GENERAL
14.1 Time shall not be of the essence in respect of any obligation with which DHS is required to comply under the Contract.
14.2 DHS' rights and remedies set out in the Terms and Conditions are in addition to and not exclusive of any rights and remedies provided by law.
14.3 If any term of the Contract is found by any court or body or authority of competent jurisdiction to be illegal, unlawful, void or unenforceable, such term shall be deemed to be severed from the Contract and this shall not affect the remainder of the Contract which shall continue in full force and effect.
14.5 The Buyer shall not be entitled to assign, transfer, charge, hold on trust for any person or deal in any other manner with any of its rights under the Contract or to sub-contract any of its obligations under the Contract.
14.6 DHS shall be entitled to assign, transfer, charge, hold on trust for any person and deal in any other manner with any of its rights under the Contract and to sub-contract any of its obligations under the Contract.
14.7 DHS' employees, agents and sub-contractors shall be entitled to enforce Conditions 7.3, 8.7, 9.4, 9.6, 9.7 and 9.8subject to and in accordance with the Contracts (Rights of Third Parties) Act 1999 and the terms of the Contract.
14.8 Save as provided in Condition 14.7,the parties do not intend that any term of the Contract shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by any person other than the parties.
14.9 The Contract constitutes the entire agreement between the parties and supersedes any prior agreement or arrangement in respect of its subject matter and:
14.9.1 neither party has entered into the Contract in reliance upon, and it shall have no remedy in respect of, any representation or statement which is not expressly set out in the Contract;
14.9.2 the only remedies available for breach of any representation or statement which was made prior to entry into the Contract and which is set out in the Contract shall be for breach of contract; and
14.9.3 nothing in this Condition 14.9shall be interpreted or construed as limiting or excluding the liability of either party for fraud or fraudulent misrepresentation.
15. NOTICE
15.1 Subject to Condition 15.4 any notice or other communication given under or in connection with the Contract shall be in writing, in the English language and:
15.1.1 delivered by hand; or
15.1.2 sent by pre-paid first class post or airmail post; or
15.1.3 sent by facsimile
to DHS at the address or facsimile number and marked for the attention of the individual detailed below or to the Buyer at the address or facsimile number detailed in any purchase order or other document received by DHS from the Buyer (or such other address, facsimile number or, in the case of DHS, individual, as may be notified by the relevant party to the other party from time to time in accordance with this Condition 15):
DHS Systems Int'l Ltd, Ramsden Road, Rotherwas, Herefordshire, HR2 6NP
Fax Number: 01432 277375
For the attention of: CUSTOMER ACCOUNT/CONTRACTS MANAGER
15.2 Any notice or communication given in accordance with Condition 15.1 shall be deemed to have been served:
15.2.1 if delivered by hand, at the time of delivery;
15.2.2 if sent by pre-paid first class post at 9.00 a.m. on the second Business Day after the date of posting;
15.2.3 if sent by pre-airmail post at 9.00 a.m. on the seventh Business Day after the date of posting; and
15.2.4 if sent by facsimile at the time of confirmation of completion of transmission by way of a transmission report;
provided that if a notice or communication is deemed to be served before 9.00am on a Business Day it shall be deemed to be served at 9.00am on that Business Day and if it is deemed to be served on a day which is not a Business Day or after 5.00pm on a Business Day it shall be deemed to be served at 9.00am on the immediately following Business Day.
15.3 To prove service of a notice or communication it shall be sufficient to prove that the provisions of Condition 15.1 were complied with.
15.4 This Condition 15 shall not apply to the service of any proceedings or other documents in a legal action to which the Civil Procedure Rules apply.
16.1 The Contract and any non-contractual obligations arising out of or in connection with it will be governed by English law.
16.2 Any dispute arising out of or in connection with the Contract, including any question regarding the validity, existence or termination of the Contract and/or this arbitration condition, shall be referred to and finally resolved by:
16.2.1 arbitration in London conducted in the English language by a sole arbitrator pursuant to the Arbitration Rules of the London Court of International Arbitration, which are deemed to be incorporated by reference into this condition; or
16.2.2 at the sole option of DHS,by proceedings in any court of competent jurisdiction. The Buyerirrevocably waives any objection to, and agrees to submit to, the jurisdiction of any such other courts. The provisions of this Condition 16.2.2 are for the benefit of DHSalone.