TBF THOMPSON (GARVAGH) LIMITED STANDARD TERMS AND CONDITIONS FOR THE PROVISION OF THE PRODUCTS
These Terms and Conditions (hereinafter referred to as these "Conditions") shall (except as otherwise indicated in writing by the Company) apply to all quotations given and Contracts made for the supply of Products by the Company.
1. Definitions & Interpretations
In these Conditions:
"Customer" means any customer, firm or other legal person who shall request the performance or delivery of Products by the Company;
"Company" means TBF Thompson (Garvagh) Limited (company number: 36301) whose registered office is situated at 6-10 Killyvalley Road, Garvagh, County Londonderry;
"Contract" means an order in writing for the supply of Products (which without prejudice to the generality of the foregoing shall include an order acknowledgement by the Company) between the Customer and the Company incorporating these Conditions and shall include any schedules, appendices or annexes thereto and for the avoidance of doubt shall not include any of the Customer's conditions of purchase, business or trading;
"Delivery Location" means the Customer's premises or the premises of any third party designated for delivery of the Products by the Customer in the Contract;
"Due Date" means the earlier of (i) the date for payment of the Fee as specified in the Contract; or (ii) the date following 30 days after the date of issue of any invoice by the Company to the Customer;
"Goods" means all goods (other than things in action and money), chattels, materials, articles and equipment;
"Fee" means the fees and charges to be paid by the Customer to the Company for the performance or delivery of the Products upon the terms of the Contract;
"Information" means information, whether written, oral, digital, electronic or in any other form, including but not limited to documentation, specifications, inventions, reports, data, notes, drawings, computer outputs, web-pages, web-sites, designs and all copyright works whatsoever;
"Parties" shall mean the Company and the Customer and "Party" shall be construed accordingly;
"Products" means all Goods, Information, works and services provided by the Company to the Customer, on the terms and conditions of the Contract and more particularly detailed therein;
"Reasonable Rate" means a fee payable by the Customer to the Company to be agreed between the Parties. In the absence of such agreement, either Party may apply to have the amount determined in accordance with Condition 21;
"VAT" means value added tax chargeable under the Value Added Tax Act 1994 and/or any similar replacement or additional tax;
1.2 The headings in these Conditions are for convenience only and do not affect their interpretation.
1.3 In these Conditions, the words 'include', 'includes', 'including' and 'such as' are to be construed as if they were immediately followed by the words 'without limitation'.
1.4 In these Conditions, unless the context clearly indicates another intention:
1.4.1 reference to one gender includes all other genders;
1.4.2 reference to the singular includes the plural and vice versa;
1.4.3 reference to a condition is a reference to a condition of these Conditions;
1.4.4 obligations undertaken by more than a single person or a firm or company are joint and several obligations;
1.4.5 reference to a particular statutory provision is a reference to that provision as modified or re-enacted or both from time to time and to any subordinate legislation made under the statutory provision;
1.4.6 reference to writing includes fax, e-mail and similar means of communication;
1.4.7 a number of days shall be reckoned exclusively of the first day and inclusively of the last day unless the last day falls on a day that is not a normal working day in Northern Ireland in which case the last day shall be the next succeeding day that is a normal working day in Northern Ireland; and
1.4.8 any reference to a person includes natural persons and partnerships, firms and other such incorporated bodies, corporate bodies and all other legal persons of whatever kind and however constituted.
2. Application of Conditions
2.1 Subject to any variation under Condition 2.3, the Contract shall be on these Conditions to the exclusion of all other terms and conditions (including any terms and conditions which the Customer purports to apply under any purchase order, confirmation of order, specification or other document).
2.2 No terms or conditions endorsed on, delivered with or contained in the Customer's purchase order, confirmation of order, specification or other document, shall form part of the Contract simply as a result of such document being referred to in the Contract.
2.3 The Conditions apply to all the Companys sales and any variation to the Conditions and any representations about the Products shall have no effect unless expressly agreed in writing and signed by a director of the Company. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company which is not set out in the Contract. Nothing in this Condition shall exclude or limit the Company's liability for fraudulent misrepresentation.
2.4 Each order or acceptance of a quotation for Products by the Customer from the Company shall be deemed to be an offer by the Customer to buy the Products subject to the Conditions.
2.5 No order placed by the Customer shall be deemed to be accepted by the Company until a written acknowledgment of the order is issued by the Company or (if earlier) the Company delivers the Products to the Customer.
2.6 The Customer shall ensure that the terms of its order and any applicable specification are complete and accurate.
2.7 The Company has the right to revise and amend the Conditions from time to time (to reflect changes in marketing conditions affecting the Company's business, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements and changes in the Company system's capabilities). The Customer will be subject to the polices and terms in force at the time that it orders the Products unless any change to the Conditions is required by law, government or regulatory authority (in which case it will apply to orders for Products which the Customer previously placed and have not yet been delivered).
3. Delivery
3.1 The Company shall use its reasonable endeavours to deliver the Products on the basis set out in the Contract or as may reasonably be implied therefrom. Unless otherwise agreed in writing by the Company, delivery of the Products shall take place at the Company's place of business.
3.2 Although the dates or times given by the Company for performance and delivery of the Products are given in good faith, they are only estimates and the Company will not, to the fullest extent permitted by law, be liable for any loss, damage or expense arising directly or indirectly from any delay or failure to perform or deliver the Products howsoever caused. Entirely without prejudice to Condition 6, if the performance or delivery of the Products shall be delayed due to circumstances or conditions beyond the control of the Company the obligations on the Company shall be suspended for as long as such circumstances prevail, subject to Condition 13. No delay shall entitle the Customer to terminate or rescind the Contract unless such delay exceeds 90 days and is not due to lack of instructions or information from the Customer or any act of omission of the Customer whereupon the Customer may terminate the Contract by serving written notice to the Company in accordance with Condition 14. Any time quoted for performance or delivery will run from the date of receipt by the Company of the Contract and any other information which the Company in its reasonable discretion deems necessary. If no dates are so specified, delivery shall be within a reasonable time.
3.3 While the Company will use all reasonable endeavours to supply the Products specified in the Contract, the Company reserves the right, where such Products are unavailable, not freely available or available only from supplier(s) with whom the Company is in dispute, difficult to obtain, available only at a price which is not commercially reasonable, illegal or considered in the sole discretion of the Company, to be unsatisfactory to supply alternate Products ("Alternate Products") of similar technical specification, suitability and quality.
3.4 The Customer shall be deemed to have accepted the Products 7 days after delivery to the Customer and after such acceptance the Customer shall not be entitled to reject any Products which are not in accordance with the Contract and to the fullest extent permitted by law the Company shall have no liability to the Customer in respect of those Products. However, the Customer shall not, in any circumstances, be entitled to reject any Products during the aforementioned 7 day period on the basis that the Products delivered are Alternate Products.
3.5 The Customer shall take delivery of the Products within 7 days of the Company giving it notice that the Products are ready for delivery.
3.6 If for any reason the Customer fails to accept delivery of any of the Products when they are ready for delivery, or the Company is unable to deliver the Products on time because the Customer has not provided appropriate instructions, documents, licences or authorisations:
(a) risk in the Goods shall pass to the Customer (including for loss or damage caused by the Company's negligence);
(b) the Products shall be deemed to have been delivered;
(c) the Company may store the Products until delivery, whereupon the Customer shall be liable for all related costs and expenses (including without limitation storage and insurance); and
(d) the Company shall have a lien over the Products and shall be entitled upon giving 7 days' notice to the Customer at the address given by him at the time of the Contract to sell the Products and to take from the proceeds of the sale amounts overdue for payment by the Customer to the Company.
3.7 The Company shall not be liable for any non-delivery of the Products (even if caused by the Company's negligence) unless the Customer gives written notice to the Company of the non-delivery within 7 days of the date when the Goods would in the ordinary course of events have been received.
3.8 Any liability of the Company for non-delivery of the Products shall be limited to replacing the Products within a reasonable time or issuing a credit note at the pro rata contract rate against any invoice raised for such Products.
4. Price
4.1 Unless otherwise agreed by the Company in writing, the price of the Products shall be the price set out in the Company's price list published on the date of delivery or deemed delivery. The price indicated at the time order is based upon the published price at that time less any agreed discounts in allowances. Any increase in published prices at the time of delivery shall apply save at the discretion of the Company.
4.2 The price for the Products shall be exclusive of any Value Added Tax or any similar tax and all costs or charges in relation to packaging, loading, unloading, carriage and insurance all of which amounts, the Customer shall pay in addition when it is due to pay for the Products.
5. Payments
5.1 In consideration of the provision of the Products, the Customer shall pay to the Company the Fee specified in the Contract, together with any VAT payable thereon in accordance with Condition 20 prior to delivery of the Products, except where the Products are parts and service work where the Customer has an approved credit account with the Company, in which case payment of the Fee together with any VAT payable thereon in accordance with Condition 20 will be made by the Due Date. No payment shall be deemed to have been received until the Company has received cleared funds.
5.2 Any Fee quoted to the Customer by the Company is based on current costs of labour, materials and overheads to the Company in providing the Products, on the date of quotation and is subject to adjustment by the Company on or after acceptance by the Company of the Contract if there is any increase in such cost including, without limitation, where an adjustment is required as the result of the use of Alternate Products as envisaged by Condition 3.3.
5.3 Time of payment shall be a material condition to and of the essence of the Contract and unless otherwise agreed in writing by the Company, interest at a rate equal to 5 per cent per annum above the Bank of England base rate subsisting at the Due Date (accruing on a daily basis and compounded annually) will be payable by the Customer on all sums remaining unpaid after the Due Date. The Customer shall make all payments due under the Contract in full without any deduction whether by way of set-off, counter-claim, discount, abatement or otherwise unless the Customer has a valid court order requiring an amount equal to such deduction to be paid by the Company to the Customer. The Company reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.
5.4 If the Customer fails to make payment on the Due Date then without prejudice to any other rights or remedies whatsoever that may be available to the Company, the Company may:
5.4.1 rescind the Contract without any further liability to the Customer whatsoever;
5.4.2 suspend or cancel the provision of any Products due to the Customer; and/or
5.4.3 appropriate any payment made by the Customer to such of the Products (or services supplied under any other contract with the Customer) as the Company in its sole discretion thinks fit.
5.5 All payments payable to the Company under the Contract shall become due immediately on its termination despite any other provision.
5.6 The Company will make an administration charge of 10% of the invoice value up to a maximum sum of £100.00 for Products provided to the Customer via the DAF Aid Emergency Services.
5.7 The company operates a service exchange scheme on certain parts. All old units must be returned within 14 days of purchase of the corresponding exchange unit to be eligible for credit of the surcharge.
5.8 Parts which are in the opinion of the Company normally held in stock may be returned for credit under the discretion of the Company but will be subject to a 15% handling charge. Parts which are in the opinion of the Company not normally held in stock and have been ordered for the Customer shall not be returned for credit.
5.9 Any queries with regard to any invoice must be notified to the Company by the Customer in writing within 14 days of the invoice date.
6. Cancellation and Delay
6.1 Notwithstanding Condition 6.3, in the event of delay, suspension or cancellation of the Products (or any part of the Products) due to lack of instruction or provision of Information from the Customer or as a result of any cause beyond the direct control of the Company, then the Company reserves the right to charge the Customer for the amount of any loss or expense incurred by it including, for the avoidance of doubt, (i) any outlays and administrative time and costs incurred in the purchase, storage, transmission, use of Goods or other materials or otherwise in preparation for the Products; and (ii) a pro rata proportion of the Fee.
6.2 No cancellation by the Customer is permitted, nor will any rescheduling of the delivery of the Products take place unless expressly agreed by the Company in writing, and in such an event a cancellation charge of 25% of the fee for the Products due to be delivered will apply.
6.3 The Company may cancel the Contract by giving notice in writing prior to delivery of the Products. Upon giving such notice, the Company shall promptly repay to the Customer any sums paid in respect of the Contract. The Company shall not be liable for any loss or damage whatsoever arising from such cancellation.
7. Warranty and Indemnity
7.1 Where the Company is not the manufacturer of the Products, the warranty given by the Company shall be only that offered by the manufacturer, full details of which are available on request. If requested, the Company shall endeavour to transfer to the Customer the benefit of any warranty or guarantee given to the Company in respect of the Products.
7.2 In the event that the Company undertakes repair work under the manufacturer's warranty and following the carrying out of such work the manufacturer is unable to pay its debts as they fall due or if being a limited company any petition to wind up the manufacturer shall be passed or presented or if a receiver, administrator, administrative receiver shall be appointed over the whole or any part of the manufacturer's business or if the manufacturer shall suffer any analogous proceedings under foreign law all sums outstanding to the Company shall be paid by the Customer.
7.3 All implied terms, conditions and warranties relating to the quality and/or fitness for purpose of the Products or any of the Products are excluded to the fullest extent permitted by law.
7.4 Unless otherwise specified in writing, Condition 7.1 shall not apply to second-hand Products which are sold in their existing condition without warranty. It is the Customer's responsibility to satisfy itself as to the condition of such Products prior to entering into a Contract and the Customer hereby accepts that the Company has provided reasonable facilities to enable examination of the Products prior to Contract.
8. Limitations of Warranties and Liability
[The Customer's attention is particularly drawn to the conditions in this Condition 8.]
8.1 Subject to these Conditions, the following provisions set out in the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of:
(a) any breach of these Conditions;
(b) any use made or resale by the Customer of any of the Products or any of product incorporating any of the Products; and
(c) any representation, statement or tortuous act or omission including negligence arising under or in connection with the Contract.
8.2 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are to the fullest extent permitted by law, excluded from the Contract.
8.3 Nothing in these Conditions excludes or limits liability of the Company:
(a) for death or personal injury caused by the Company's negligence; or
(b) under section 2(3) of the Consumer Protection Act 1987; or
(c) for any matter which it would be illegal for the Company to exclude or attempt to exclude its liability;
(d) for fraud or fraudulent misrepresentation.
8.4 Subject to Condition 8.2 and Condition 8.3:
(a) the Company's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the costs of the replacement or repair of the Products or any defective part of the Products; and
(b) the Company shall not be liable to the Customer for loss of profit, loss of business or depletion of goodwill in each case whether direct, indirect or consequential or any claims for consequential compensation whatsoever (howsoever caused) which will arise out of or in connection with the Contract.
9. Title and Risk
9.1 The title to and property in any Products to be sold by the Company to the Customer shall pass to the Customer upon:
9.1.1 payment in full by the Customer to the Company of any sums, fees and charges (including the Fee) due under the Contract; and
9.1.2 payment in full of any and all other sums whatsoever due from the Customer to the Company under any contract or in respect of any other debt.
9.2 Until title in the Products passes to the Customer in accordance with Condition 9.1 the Customer shall hold the Products and each of them on a fiduciary basis as bailee for the Company. The Customer shall not, except in accordance with Condition 9.3, use or do anything inconsistent with the Company's ownership of the Products and without prejudice to the generality of the foregoing will ensure that:
(i) they are not affixed to any land, building, goods or equipment;
(ii) they are properly stored and protected (at no cost to the Company) separately from all other goods in its possession and marked in such a way that they are clearly identified as the Company's property; and
(iii) any identifying mark or packaging relating to the Products is not destroyed, defaced or obscured;
and for the purpose of ensuring compliance with this Condition the Customer hereby grants to the Company, its 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.
9.3.1 Notwithstanding that the Products (or any of them) remain the property of the Company the Customer may use or sell the Products in the ordinary course of the Customer's business at full market value for the account of the Company. Any such sale or dealing shall be a sale or use of the Company's property by the Customer on the Customer's own behalf and the Customer shall deal as principal vis-Ã -vis any third party when making such sales and/or dealings and provide the Company with full details of any such notes or dealings. Until property in the Products passes from the Company to the Customer in accordance with this Condition 9, the entire proceeds of sale or otherwise of the Products shall be held by the Customer in trust for the Company and shall not be mixed with other money or paid into an overdrawn bank account and shall be at all material times identified as the Company's money, and the Company shall be provided with details of the account in which the money is held.
9.3.2 Where the Company receives the proceeds of sale or otherwise of the Products pursuant to the trust in Condition 9.3.1 above it will make payment to the Customer of a sum, by way of commission, equal to the amount (if any) by which the entire proceeds of sale or otherwise of the Products pursuant to Condition 9.3.1 exceeds the fee for such particular Products.
9.4 The Company shall be entitled to recover the Fee notwithstanding that property in any of the Products has not passed from the Company.
9.5.1 Until such time as title to the Products passes from the Company to the Customer, the Customer shall immediately upon the request of the Company deliver up to the Company such of the Products as have not ceased to be in existence or re-sold and, for the avoidance of doubt, in the circumstance where the contract is terminated pursuant to Condition 11, the Customer shall immediately upon any such termination deliver up such of the Products that have not ceased to be in existence or re-sold.
9.5.2 If the Customer shall fail to fully comply within seven (7) days of a request by the Company for delivery up of the Products pursuant to 9.5.1 then the Customer hereby grants the Company, its agents and employees an irrevocable licence at any time to enter any premises where the Products are, or may be, stored in order to recover them.
9.6 The Customer shall not pledge or in any way charge by way of security for any indebtedness any of the Products which are the property of the Company. Without prejudice to the other rights of the Company, if the Customer does so all sums whatsoever owing by the Customer to the Company shall become immediately become due and payable.
9.7 Upon any repossession of the Products by the Company it may sell them and the proceeds of sale will belong to the Company absolutely and, for the avoidance of doubt, the Customer shall have no right or interest in those proceeds. If the net proceeds received by the Company are less than the amount payable to it by the Customer in relation to those Products it may recover the balance from the Customer.
9.8 Risk in any Products supplied by the Company to the Customer shall pass to the Customer on delivery. Accordingly the Customer shall be responsible for insuring the Products to the value of the full Fee against all normal risks with effect from the time the risk passes until the time title to the Products passes and shall whenever requested by the Company produce a copy of the relevant policy of insurance together with evidence of payment of the premium therefor. Without prejudice to the other rights of the Company, if the Customer fails to comply with any of its obligations pursuant to this Condition 9.8, all sums whatsoever owing by the Customer to the Company shall become immediately become due and payable.
10. Customer's Undertakings, etc
The Customer:
10.1 undertakes to provide the Company with all necessary Information, support and co-operation that may reasonably be required to enable the Company to carry out its obligations to the Customer under the Contract and to take all reasonable steps to ensure the health and safety of the Company's employees or agents while they are at the Delivery Location in the event that the Company agrees to deliver the Products to the Delivery Location in accordance with Condition 3.1;
10.2 shall make all arrangements to take delivery of the Services at the Delivery Location whenever they are tendered for delivery and shall provide and allow (at no charge to the Company) full access to such Delivery Location to enable the Company to perform and deliver the Products;
10.3 undertakes and warrants to the Company that any premises or equipment which the Company is asked to enter or use for the purpose of the Products including, without limitation, the Delivery Location, are either the property of the Customer or are legally licensed to the Customer and, in consideration of the provision of the Products by the Company, the Customer hereby undertakes and agrees to indemnify the Company in respect of any claims against the Customer by third parties including all related costs, expenses or damages in the event of any actual or alleged violations of third party proprietary rights or equipment licences;
10.4 shall ensure that its employees and other agents co-operate fully with the Company in relation to the provision of the Products and to furnish the Company promptly with such information as the Company may reasonably request for the proper performance of its obligations under the Contract;
10.5 agrees that in the event that it is notified by any third party of any claim or potential claim arising from or in connection with the Products then the Customer will (i) forthwith inform the Company of such claim or potential claim, (ii) make no admissions without first consulting with the Company and take all reasonable steps to prevent decree or judgement by default being granted in favour of any such third party and (iii) ensure that the Company is given the right to conduct (a) proper consultations with the party concerned and (b) (where appropriate) the defence (including, without limitation, settlement, litigation or appeal) of any such claim. If reasonably requested by the Company, such defence shall be conducted by the Company and the Customer.
11. Termination
The Company shall be entitled without prejudice to its other rights and remedies either to immediately terminate wholly or in part the Contract and the supply and/or provision of the Products in any of the following events:
11.1 non-payment of any monies due by the Customer to the Company by the Due Date for payment thereof;
11.2 the failure by the Customer to accept performance or delivery of any of the Products otherwise than in accordance with the Customer’s contractual rights;
11.3 the Customer threatening to cease or ceasing trading or the sale of the whole or any part of its assets or the event of a change of its beneficial ownership; and/or
11.4 if the Customer (being a company) shall enter into liquidation whether compulsory or voluntary (save for the purpose of reconstruction or amalgamation without insolvency) or (not being a company) shall become bankrupt or (in either case) shall call a meeting of or enter into any composition with its creditors or has a receiver appointed of its undertaking or suffers any distress or execution to be levied on the goods of the Customer or any analogous act.
12. Effect of Termination
12.1 Any termination of the Contract shall discharge the Company from any liability for further performance or delivery hereunder and shall entitle the Company to enter the Customer's premises and recover any Products which are the property of the Company or to which title has not yet passed to the Customer pursuant to the provision of Condition 8, and save for termination pursuant to Condition 3.2, the Customer shall immediately pay the full Fee and any and all sums whatsoever due under the Contract together with a sum to be calculated in accordance with the Reasonable Rate for any work and/or services other than the Products and not invoiced before termination which, for the avoidance of doubt, shall include all preparatory work, any outlays and administrative time and costs incurred and the costs of any materials used whether or not fees and charges are specified in the Contract for such work and/or services.
12.2 For the avoidance of doubt, any termination of the Contract (howsoever occasioned) shall not affect any accrued liabilities of either Party nor shall it affect the coming into force or continuance in force of any provision of the Contract which is expressly or by implication intended to come into or continue in force on or after such termination which, further for the avoidance of doubt, shall include without limitation all rights and obligations arising under any user licences.
13. Force Majeure
The Company reserves the right to defer the date of delivery or to cancel the Contract or to reduce the volume of the Products ordered by the Customer (without liability to the Customer) if is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Company including, without limitation, acts of God, governmental actions, war, national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labourer disputes (whether or not relating to either party's workforce) or restraints or delays affecting carriers or inability or delay in obtaining surprise of adequate or suitable materials provided that if the event in question continues for a continuous period in excess of 90 days, the Customer shall be entitled to give notice in writing to the Company to terminate the Contract. In such circumstances, the Company shall return any payment received under the Contract to the Customer and shall have no further liability.
14. Notices
Any notice required in terms of the Contract may be delivered personally, sent by email to an address to be agreed between the parties in advance or sent by first class recorded delivery post or transmitted by fax in each case to the registered office or business address of the party to whom the notice is addressed and any such notice shall be deemed to have been validly served, if sent by post, on the expiry of forty eight hours from the time of posting (provided always that the deemed service provisions regarding the posting of notices shall not apply if there is a national or local suspension, curtailment or disruption of postal services, which affects collection of the notice or is such that the notice cannot reasonably be expected to be delivered within 48 hours after posting) and, if delivered personally or transmitted by fax or email, at the time of delivery or transmission.
15. Entire Agreement
Save for a duly executed agreement between the Parties expressly excluding these Conditions, the Contract supersedes all prior agreements, arrangements and undertakings between the Parties and constitutes the entire agreement between the Parties relating to the subject matter of the Contract. The Parties agree to be bound by the Contract which shall apply to the exclusion of any terms or conditions contained or referred to in any acknowledgement, form of contract or other communication to or from the Company unless and to the extent that the same is expressly incorporated in the Contract via a written agreement duly executed by the Parties.
16. Rights of Third Parties
Save as expressly stated herein, the Parties hereby expressly exclude the provisions of the Contracts (Rights of Third Parties) Act 1999.
17. Wavier
No failure, neglect or delay of either Party in exercising any right, power or privilege under the Contract (and no course of dealing between the Parties) shall either be or deemed to be a waiver or in any way prejudice any right of that Party under the Contract. No right, power or remedy in this Contract conferred upon or reserved for either Party is exclusive of any other right, power or remedy available to that Party.
18. Severance
18.1 Subject to Condition 18.2, if any provision of the Contract (including, without limitation, these Conditions) (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force and effect unless, in the reasonable opinion of the Company, the purpose, spirit or intent of the Contract is frustrated as a result, in which event the Company shall be entitled to immediately terminate the Contract by notice to the Customer to that effect and in such circumstances the provision of Condition 12 shall apply accordingly.
18.2 If any invalid, unenforceable or illegal provision would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with whatever modification is necessary in the reasonable opinion of the Company to give effect to the commercial intention of the Parties.
19. No Agency / Partnership
The Contract shall not constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the Parties other than the contractual relationship expressly provided for in the Contract.
20. VAT
20.1 All sums payable to the Company under or in connection with the Contract (including, without limitation, the Fee and/or any Additional Services Fee) or quotations provided by the Company to the Customer shall be exclusive of VAT and the Customer shall also pay to the Company an amount equal to the amount of any VAT chargeable by reference to the value of any supply (including, without limitation, via the Services and/or any Additional Services) made by the Company to the Customer under or in connection with the Contract.
20.2 In the event that any sum paid by the Customer to the Company pursuant to this Agreement upon which VAT has been charged is held by a VAT tribunal or Court not to be subject to VAT, the Company's liability to repay such VAT charged to the Customer will be limited to supplies in respect of which the Company has the right to claim a repayment from Her Majesty’s Revenue and Customs.
21. Arbitration
21.1 In the event that any disputes or differences arise at anytime between the Parties, whether before or after termination (howsoever occasioned) touching or concerning the Contract or its construction or effect or the rights, duties or liabilities of the Parties under or by virtue of it or otherwise or any other matter in any way arising out of the subject matter of the Contract, either Party may give to the other Party written notice that there is a dispute and the Parties will attempt in good faith to resolve the dispute.
21.2 If the dispute or difference is not resolved within 21 days of the notice given in Condition 21.1 either Party may, in accordance with the Arbitration Act 1996 or any statutory modification, re-enactment or equivalent for the time being in force, refer the matter in dispute for determination by a single arbitrator to be agreed upon by the Parties for that purpose or in default of agreement within a reasonable period by a person appointed by the President for the time being of the Law Society of Northern Ireland whose decision shall be accepted by the parties as final and binding, save in the case of manifest error.
21.3 The costs of any arbitration procedure pursuant to this Condition 21 shall be in the award of the arbitrator given under Condition 21.2.
22. General
22.1 The Customer shall not assign, sub-contract or sub-license any rights or obligations under the Contract (whether by operation of law or otherwise) without the prior written consent of the Company, which shall be granted upon such terms as the Company, acting in its sole discretion, thinks fit. The Company shall be entitled to sub-contract the performance or delivery of any part of the Services but shall remain primarily responsible to the Customer.
22.2 The Contract shall be governed by and construed in accordance with the laws of the Northern Ireland and the Parties submit to the exclusive jurisdiction of the Northern Irish courts.