Legal
Effective date: July 3, 2024
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THIS AGREEMENT is made:
BETWEEN:
(1) UPNORTH ENGINEERING SERVICES LIMITED a company incorporated in England and Wales under company number 04366405 and whose registered office is at Unit 2 Kings Court, Kingsway South, Gateshead, Team Valley Trading Estate, Tyne & Wear, NE11 0SH (‘the Supplier’) and,
(2) THE CLIENT who, is the person the quotation is addressed to and whose registered corresponds to that company, trader or partnership. (‘the Client’)
RECITALS
(1) The Client wishes to purchase Specialist Equipment & Systems and on its purchase the Client wishes to have it installed and commissioned at the Client’s or project premises by the Supplier.
(2) The Supplier has experience in buying, installing and commissioning the Specialist Equipment & Systems
(3) The Supplier is willing to purchase and install and commission Specialist Equipment & Systems for the Client, and the Client wishes the Supplier to carry out these tasks, all subject to the provisions of this Agreement.
NOW IT IS AGREED as follows:
1 Definitions
In this Agreement, the following words shall have the following meanings:
‘Completion Date’ means the estimated date of completion as advised by the Supplier
‘Conditions’ has the meaning given in Clause 13.4.
‘Goods’ means the Specialist Equipment & Systems As Detailed In Quotation and/or Specification goods to be purchased by the Supplier, after agreement between the Parties.
‘Services’ means the installation and commission of the Goods
‘Specification
Document’ has the meaning given in Clause 2.2 and the document attached to this Agreement as Schedule 1.
‘Survey’ has the meaning given in Clause 2.4.
‘Work’ means the Services and the Goods that the Supplier shall provide for and to the Client.
2 Work and materials
2.1 The Supplier has agreed to provide:
2.1.1 the Services; and
2.1.2 the Goods to the Client subject to the provisions of this Agreement.
2.2 The provisions of this Agreement shall prevail over any inconsistent terms or conditions contained, or referred to, in any purchase order, confirmation of order, acceptance of a quotation or specification supplied by the Client, or implied by law, trade custom, practice or course of dealing with the Client.
2.3.1 by a written acknowledgement issued and executed by the Supplier; or
2.3.2(if earlier) by the Supplier starting to provide the Goods and Services
when a contract for the supply and purchase of those Goods and Services on the provisions contained within this Agreement will be established. The Client’s standard terms and conditions (if any) attached to, enclosed with or referred to in any purchase order or other document shall not govern this Agreement.
2.4 At the commencement of the Work, the Supplier shall submit to the Client a specification or quotation for the Goods and Services to be provided. The specification shall specify:
2.4.1 the Services to be undertaken;
2.4.2 the time estimates for the provision of the Services;
2.4.3 the Goods to be ordered; and
2.4.4 the sums payable for the Services and for the Goods
(‘the Specification Document’).
2.5 On receipt of the Specification Document the Client will sign a copy and return that copy to the Supplier to signify the Client’s agreement as to the Work and the sums payable to the Supplier for the Services and the Goods. The Client acknowledges and agrees that no Services will be provided and no Goods ordered until the Supplier has received the signed copy of the Specification Document. The Client shall sign and return a copy of the Specification within (5) days of the Supplier providing a copy to the Client, if the client fails to do this the specification and and quote will be deemed as acceptable.
2.6 The Parties agree that the Supplier will be required to carry out a survey and inspection of the buildings, electrical supply, water supply, and other facilities of the Client (‘the Survey’). The Survey will be incorporated into the Specification Document. The Client acknowledges and agrees that the matters detailed in the Survey and the Specification Document (‘Client Action’) which require action on the part of the Client shall be carried out before any Work is carried out. Unless otherwise stated by the Supplier in the Specification Document, all calculations will assume that building fabric, glazing and other construction is in accordance with current building regulations. The Client shall be responsible for ensuring that all Work detailed in the Specification Document satisfies the requirements for which the Work is intended including but not limited to third party requirements.
2.7 The Specification Document may be varied, or added to, from time to time, in writing and signed by both Parties. The changes shall be clearly identified, together with the additional or different sums to be paid by the Client.
2.8 All drawings, descriptive matter, price lists or advertisements, whether or not supplied with the Specification Document are approximate only and intended merely to give a general idea of the goods described therein and shall not form part of the contract. All drawings supplied by the Supplier remain the property of the Supplier and are not transferable to any other person or company except for the Client, without the written permission from the Supplier. Unless otherwise agreed in writing by the Supplier, the Supplier undertakes no responsibility for sites or foundations, or for any framework or support, or for compliance with any local byelaws or statutory regulations, or for the fulfilment of any other special requirements, which the Client may be bound to observe or fulfil.
2.9 The Supplier reserves the right to constantly review its products and to alter and improve the specifications or dimensions of the components or materials used and to substitute other components or materials of a similar strength, specification, dimension or quality, either when the components or materials specified are not readily available or the Supplier considers that the substituted components or materials are a reasonable alternative or improvement to the components or materials specified.
2.10 Unless otherwise stated in writing by the Supplier:-
2.10.1 all pipework will be in iron, copper or plastic finish;
2.10.2 the Supplier shall undertake all final electrical connections to plug in pre-wired appliances;
2.10.3 all refrigeration equipment will be suitable for operation in a maximum ambient temperature of 32c
2.10.3 the Supplier shall undertake the testing, commission and demonstration of all Goods supplied to the Client following installation and commissioning
Exclusions
2.10.4 Unless otherwise specifically detailed in the Specification Document or agreed in writing by the Supplier the following shall be excluded from the Work undertaken by the Supplier:-
Sale of equipment and contracting exclusions
2.10.5 mains electrical supplies, electrical wiring and any liability associated with testing or commissioning these items;
2.10.6 builder’s works, decoration and remedial construction works, irrespective of whether these works are required as a result of the Work undertaken;
2.10.7 in the case of system controls, interfaces to any other systems and the wiring and setting up of these items;
2.10.8 design responsibility
2.10.9 earth bonding
2.10.10 connection of gas, water and drainage to services
2.10.11 final cleaning of equipment once installed
2.10.12appropriate fixings required for wall mounted equipment
2.10.13 in the case of ventilation systems and extraction canopies, the provision of fresh air to compensate the extraction process, the provision of any scaffolding (if required), associated builders or joiners work, or any electrical wiring
2.10.14 the fitting and supply of any ‘Air Relief System’ required by the Client (please note that such an Air Relief System is a legal requirement in kitchen design)
2.10.15 the provision of any cranes and any associated works
2.10.16 road closures and submissions to any local authorities
2.10.17 any additional parts or mileage rates
2.10.18 insurance relating to loss of any kind as a result of system or equipment breakdown, failure or poor performance
2.10.19 contents or food insurance
Design services exclusions
2.9.20 design services (unless specifically included in the Specification Document). In the event that design services are provided, any design calculations and equipment selections will be based on criteria and parameters stated in the Specification Document.
2.9.21 in the absence of specified design parameters, any brief provided by the Client will prevail as the criteria for the services design
2.9.22 in the absence of any brief provided by the Client, the Supplier’s standard design parameters in force from time to time will be used to aid calculations and design
2.9.23 The Supplier guarantees only that its service designs are provided in accordance with the Specification Document, it will be the responsibility of the Client to ensure that any such design calculations and equipment selections will be in accordance with all applicable statutory regulations or codes. The Client shall be responsible for ensuring that any design provided by the Supplier is suitable for its requirements. The Supplier advises the Client to seek professional representation prior to confirmation and acceptance by the Client of any such design.
3 Performance of the Work
3.1 Goods. On signature of the Specification Document the Supplier shall order the Goods.
3.2 Services. The Parties shall agree the time and place (if not specified in the Specification Document) when the Services shall be performed, subject to the availability of the Supplier’s staff and agents and the availability and delivery of the Goods.
3.3 The Supplier shall use reasonable endeavours to complete the Services by the Completion Date or meet such other dates as agreed by the Parties.
3.4 Time shall not be of the essence:
3.4.1 for ordering of the Goods;
3.4.2 for the delivery of the Goods;
3.4.3 for any times for when the Services are to be performed, whether given or agreed to by the Supplier; or
3.4.4 for the length of time that any of the Services are to take, whether specified in the Specification Document or otherwise; or
3.4.5 for the Completion Date or such other date as agreed by the Parties.
4 Sums to be paid and payment
4.1 Unless otherwise specified in writing by the Supplier, the Client will pay to the Supplier a non-refundable deposit as specified by the Supplier in the Supplier’s Specification Document up to a maximum of 30% of the total amount due in respect of the Work.
Upon receipt of the signed Specification Document and deposit, the Supplier shall issue service drawings (where applicable) and order all equipment as per the Specification Document. When the Goods are delivered, the Supplier shall invoice the Client for the price specified by the supplier of the Goods plus the cost of any insurance, packaging, transportation and delivery charges.
4.2 Unless stated in the Specification Document, the estimated delivery and/or installation date will then be notified to the Client by the Supplier. Unless otherwise specified by the Supplier in writing, 95% of the outstanding amount shall be due on the delivery date. This amount shall be payable at this time in the event that that the Client requests a postponement of the delivery and/or installation. Full settlement of the outstanding amount due in respect of the Purchase Price and VAT shall be due within 30 days of the actual date of completion of the Work. Time for payment shall be of the essence.
4.3 All amounts stated are exclusive of VAT and/or any other applicable taxes or levy, which shall be charged in addition at the rate in force at the date any payment is required from the Client.
4.4 If payment of any sum due under this Agreement is not received by any due date specified for that sum, the Supplier shall be entitled to:
4.4.1 to charge interest on the outstanding amount at the rate of 5% per annum above the base lending rate of the Bank of England plc, accruing daily;
4.4.2 require that the Client make a payment in advance of any Services or part of the Services not yet supplied;
4.4.3 not provide any further Services or part of the Services; or
4.4.4 terminate this Agreement as provided for in Clause 16.
4.4.5 All payments shall quote the Supplier’s invoice number and other reference numbers (including where applicable) the Specification Document reference number.
5 Delivery of the Goods
5.1 he Supplier shall deliver the Goods to the address of the Client on the date that the Supplier shall specify for the delivery (‘the delivery date’).
5.2 For the avoidance of doubt, the delivery date or other date given under this Agreement is no more than an estimate, and shall not be of the essence.
5.3 The Supplier may deliver the Goods by separate instalments.
5.4 The failure of the Supplier to deliver any one or more of the said instalments of the Goods on the due dates shall not entitle the Client to treat this contract as repudiated.
6 Risk
The risk in the Goods shall pass to the Client on the delivery date.
7 Property
The property in the Goods shall not pass to the Client until the Supplier has received the payment of the sums due in regard to the Goods (and any other sums that are due or owing to the Supplier, including but not limited to any payments due in respect of Services or any payments due to the Supplier in relation to sub-contractors) in full, whether or not delivery has been made.
8 Acknowledgment of examination
The Client acknowledges and agrees that:
8.1 the Supplier has given the Client a reasonable opportunity to inspect the Goods;
8.2 the Client has inspected the Goods;
8.3 the Client has satisfied itself as to the condition of the Goods;
8.4 the Supplier has not given any warranty or condition as to the quality or fitness for any purpose of the Goods;
8.5 all conditions or warranties, express or implied (whether by statute or otherwise), are expressly excluded;
8.6 delivery of the Goods to the Client and signature by the Client of any delivery note shall be conclusive evidence that the Client has examined the Goods and that the Goods are in conformity with the contract description, in good order and condition, of satisfactory quality and fit for any purpose to which they may be required.
9 The Client’s obligations
9.1 The Client acknowledges and agrees that for the Supplier to be able to provide the Services the Client shall:
9.1.1 permit the Supplier, its employees and agents to carry out the Survey at such times as the Supplier may reasonably specify;
9.1.2 carry out the Client Action as specified in the Specification Document and by the times and dates as set out in that document;
9.1.3 co-operate with the Supplier as the Supplier reasonably requires;
9.1.4 provide to the Supplier such information and documentation as the Supplier reasonably requires;
9.1.5 obtain all permissions, consents (including, but not limited to, planning permission), and health and safety approvals from such organisations and authorities which are required for the Goods to be installed and for the Services to be carried out;
9.1.6 ensure that it is able to take delivery of Goods on the date(s) specified by the Supplier and ensure that the Supplier is able to undertake the Work on the date(s) specified by the Supplier
9.1.7 make available to the Supplier the facilities, resources, working space and staff as specified in the Specification Document and/or as the Supplier reasonably requires from time-to-time including the provision of an environment free from hazardous substances in which to work; and
9.1.8 instruct the Client’s staff and agents to co-operate and assist the Supplier.
9.2 The Supplier may charge the Client for any additional reasonable costs and expenses incurred by the Supplier caused by the Client’s instructions, failure to provide instructions, or failure to comply with Clause 9.1.
10 Protection of confidential information
10.1 Each Party (‘the Receiving Party’) shall keep the Confidential Information of the other Party (‘the Supplying Party’) confidential and secret, whether disclosed to or received by the Receiving Party. The Receiving Party shall only use the Confidential Information of the Supplying Party for the purpose and for performing the Receiving Party’s obligations under the Agreement. The Receiving Party shall inform its officers, employees and agents of the Receiving Party’s obligations under the provisions of this Clause 10, and ensure that the Receiving Party’s officers, employees and agents meet the obligations.
10.2 The obligations of Clause 10.1 shall not apply to any information which:
10.2.1 was known or in the possession of the Receiving Party before it was provided to the Receiving Party by the Providing Party;
10.2.2 is, or becomes, publicly available through no fault of the Receiving Party;
10.2.3 is provided to the Receiving Party without restriction or disclosure by a third party, who did not breach any confidentiality obligations by making such a disclosure;
10.2.4 was developed by the Receiving Party (or on its behalf) who had no direct access to, or use or knowledge of, the Confidential Information supplied by the Supplying Party; or
10.2.5 is required to be disclosed by order of a court of competent jurisdiction.
10.3 This Clause 10 shall survive termination of this Agreement
11 Services
11.1 The Parties shall agree the time and place (if not specified in the Specification Document) when the Services shall be performed, subject to the availability of the Supplier’s staff and agents.
11.2 The Supplier shall use reasonable endeavours to complete the Services by the Completion Date or meet such other dates as agreed by the Parties.
11.3 Time shall not be of the essence:
11.3.1 for any times for when the Services are to be performed, whether given or agreed to by the Supplier; or
11.3.2 for the length of time that any of the Services are to take, whether specified in the Specification Document or otherwise; or
11.3.3 for the Completion Date or such other date as agreed by the Parties.
12 Defects in the Goods
12.1 Where the Supplier is not the manufacturer of the Goods, the Supplier shall endeavour to transfer to the Client the benefit of any warranty or guarantee given to the Supplier up to a maximum of 12 months, unless otherwise stated in writing by the Supplier or in the Specification Document
12.2 The Supplier will, at its option, either make good by repair or by the supply of a replacement, where defects which, under proper use, appear in the Goods within a period of 12 months after the Goods have been delivered and installed, provided that:
12.2.1 the Client notifies the Supplier in writing of the claimed defects immediately on their appearance; and
12.2.2 the Supplier is satisfied that the defects arise solely from faulty design (other than a design made, furnished or specified by the Client for which the Supplier has disclaimed responsibility in writing), materials or workmanship; and
12.2.3 the Client has not executed or attempted to execute repairs or alterations to the Goods to which have not been authorised by the Supplier; and
12.2.4 the Client has maintained the equipment in accordance with the manufacturer’s recommendations
12.2.3 if required by the Supplier, the Goods claimed to be defective are returned to the Supplier at the expense of the Supplier
12.2.4 The repaired or replacement Goods will be delivered to the Client to the original place of delivery, but otherwise subject to the provisions of this Agreement.
12.2.5 As an alternative to Clause 12.2, the Supplier shall be, in its absolute discretion, entitled to return the sums paid by the Client for the Goods to the Client if the Client has already paid such sums when the claimed defect is notified by the Client to the Supplier.
12.2.6 The remedy provided in this Clause 12 is without prejudice to the other provisions of this Agreement, including, without limitation, Clause 13 below.
12.2.7 Any warranty work carried out by the Supplier under this clause 12 shall be carried out by the Supplier during normal working hours. In the event that the Client has not entered into a separate maintenance agreement and should the Client wish to make use of the Supplier’s 24 hour emergency service then the Supplier’s standard charge out rates and terms and conditions in force from time to time shall apply in relation to this service.
13 Liability for the Goods
13.1 The Supplier shall not incur or accept any liability concerning any representation made by the Supplier (or made on the Supplier’s behalf) to the Client (or any person acting on behalf of the Client) prior to the making of this Agreement where such representation was made or given in relation to the Conditions;
13.2 The Supplier shall not accept any liability to the Client concerning any express term or provision of this Agreement relating to the Goods where such a term relates to the Conditions;
13.3 All terms, conditions or warranties implied by statutory or common law relating to the Conditions concerning the Goods are excluded from the Agreement to the fullest extent permitted by law;
13.4 ‘The Conditions’ means:
13.4.1 the correspondence of the goods with any description; and/or
13.4.2 the quality of the goods; and/or
13.4.3 the fitness of the goods for any purpose(s) whatsoever (whether made known to the Supplier or not).
14 Warranties, liability and indemnities for the Services
14.1 The Supplier warrants that it will use reasonable care in performing the Services and to a standard which conforms to generally accepted industry standards and practices.
14.2 If any part of the Services is performed negligently or in breach of the provisions of this Agreement then, at the request of the Client (if the request is given within six months of the Completion Date), the Supplier will re-perform the relevant part of the Services, always subject to Clause 15.1 and Clause 15.2 below.
14.3 The Supplier expressly does not warrant that any result or objective, whether stated in this Agreement or not, shall be achieved, be achievable or be attained at all or by a given Completion Date or any other date.
15 Liability generally
15.1.1 Except in the case of death or personal injury caused by the Supplier’s negligence, the Supplier’s liability under or in connection with this Agreement whether arising in contract, tort, negligence, breach of statutory duty or otherwise howsoever, shall not exceed the sums paid to the Supplier under this Agreement.
15.1.2 Neither Party shall be liable to the other Party in contract, tort, negligence, breach of statutory duty or otherwise for any loss, damage, costs or expenses of any nature whatsoever incurred or suffered by that other Party of an indirect or consequential nature including without limitation any economic loss or other loss of turnover, profits, business or goodwill.
15.1.3 The Client shall indemnify and hold harmless the Supplier from and against all Claims and Losses arising from loss, damage, liability, injury to the Supplier employees and third parties, infringement of third party intellectual property, or third party losses by reason of or arising out of any information supplied to the Client by the Supplier, its employees or Suppliers, or supplied to the Supplier by the Client within or without the scope of this Agreement. ‘Claims’ shall mean all demands, claims, proceedings, penalties, fines and liability (whether criminal or civil, in contract, tort or otherwise); and ‘Losses’ shall mean all losses including without limitation financial losses, damages, legal costs and other expenses of any nature whatsoever.
15.1.4 Each of the Parties acknowledges that, in entering into this Agreement, it does not do so in reliance on any representation, warranty or other provision except as expressly provided in this Agreement, and any conditions, warranties or other terms implied by statute or common law are excluded from this Agreement to the fullest extent permitted by law.
16 Termination
16.1 The Supplier may terminate this Agreement if:
16.1.1 the Client does not sign the Specification Document and upon the Supplier giving the Client 1 days’ notice following the end of the period specified in Clause 2.3;
16.1.2 the Client does not pay the amount(s) specified in the invoice(s) for the Goods and upon the Supplier giving the Client 1 days’ notice following the date specified for the payment of the invoice(s) in Clause 4.1;
16.1.3 the Client fails to carry out the Client Action and upon the Supplier giving the Client 1 days’ notice following the end of the period specified by the Supplier under Clause 9.1.2.
16.2 Without prejudice to Clause 16.1 and any other remedies or rights, either Party may terminate this Agreement at any time by written notice to the other Party (‘Other Party’) and the notice taking effect as specified in the notice:
16.2.1 if the Other Party is in material breach of its obligations under this Agreement, and where a breach is capable of remedy within 1 days, the breach is not remedied with 1 days by the Other Party receiving notice which specifies the breach and requiring the breach to be remedied; or
16.2.2 if the Other Party becomes insolvent or if an order is made or a resolution is passed for the winding up of the Other Party (other than voluntarily for the purpose of solvent amalgamation or re-construction), or if an administrator, administrative receiver or receiver is appointed in respect of the whole or any part of the Other Party’s assets or business, or if the Other Party makes any composition with its creditors or takes or suffers any similar or analogous action in consequence of debt.
16.2.3 If this Agreement is terminated because of the reason specified in Clause 16.1 above, then the Client shall pay for all Work carried out up to the date of termination and all sums due for payment after the date of termination which arise from commitments entered by the Supplier for the performance of the Work prior to the date of termination.
17 General
17.1 Force majeure
Neither Party shall have any liability under or be deemed to be in breach of this Agreement for any delays or failures in performance of this Agreement which result from circumstances beyond the reasonable control of that Party. The Party affected by such circumstances shall promptly notify the other Party in writing when such circumstances cause a delay or failure in performance and when they cease to do so. If such circumstances continue for a continuous period of more than six months, either Party may terminate this Agreement by written notice to the other Party.
17.2 Amendments
This Agreement may only be amended in writing signed by duly authorised representatives of the Parties.
17.3 Assignment
Subject to the following sentence, neither Party may assign, mortgage, charge or otherwise transfer any or all of its rights and obligations under this Agreement without the prior written agreement of the other Party. A Party may, however, assign and transfer all its rights and obligations under this agreement to any person to which it transfers all of its business, provided that the assignee undertakes in writing to the other Party to be bound by the obligations of the assignor under this Agreement.
17.4 Entire agreement
This Agreement contains the whole agreement between the parties and supersedes and replaces any prior written or oral agreements, representations or understandings between them. The parties confirm that they have not entered into this Agreement on the basis of any representation that is not expressly incorporated into this Agreement. Nothing in this Agreement excludes liability for fraud.
17.5 Waiver
No failure or delay by the Supplier in exercising any right, power or privilege under this Agreement shall impair the same or operate as a waiver of the same nor shall any single or partial exercise of any right, power or privilege preclude any further exercise of the same or the exercise of any other right, power or privilege. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights and remedies provided by law.
17.6 Agency, partnership etc
This Agreement 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 this Agreement. Neither Party shall have, nor represent that it has, any authority to make any commitments on the other Party’s behalf.
17.7 Further assurance
Each Party to this Agreement shall at the request and expense of the other or any of them execute and do any deeds and other things reasonably necessary to carry out the provisions of this Agreement or to make it easier to enforce.
17.8 Severance
If any provision of this Agreement is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision shall, to the extent required, be severed from this Agreement and rendered ineffective as far as possible without modifying the remaining provisions of this agreement, and shall not in any way affect any other circumstances of or the validity or enforcement of this Agreement.
17.9 Interpretation
In this Agreement unless the context otherwise requires:
17.9.1 words importing any gender include every gender;
17.9.2 words importing the singular number include the plural number and vice versa;
17.9.3 words importing persons include firms, companies and corporations and vice versa;
17.9.4 references to numbered clauses and schedules are references to the relevant clause in or schedule to this Agreement;
17.9.5 reference in any schedule to this Agreement to numbered paragraphs relate to the numbered paragraphs of that schedule;
17.9.6 any obligation on any Party not to do or omit to do anything is to include an obligation not to allow that thing to be done or omitted to be done;
17.9.7 the headings to the clauses, schedules and paragraphs of this Agreement shall not affect the interpretation;
17.9.8 any reference to an enactment includes reference to that enactment as amended or replaced from time to time and to any subordinate legislation or byelaw made under that enactment;
17.9.9 where the word ‘including’ is used in this Agreement, it shall be understood as meaning ‘including without limitation’.
17.10 Notices
17.10.1 Any notice to be given under this Agreement shall be in writing and shall be sent by first class mail or air mail, or by facsimile or email (confirmed by first class mail or air mail), to the address of the relevant Party set out at the head of this Agreement, or to the relevant facsimile number set out below, or such other address or facsimile number as that Party may from time to time notify to the other Party in accordance with this clause 17.11. The facsimile numbers of the Parties are as follows:
(a) Supplier: 0191 414 1855
(b) Client: TBC
17.10.2 Notices sent as above shall be deemed to have been received three working days after the day of posting (in the case of inland first class mail), or seven working days after the date of posting (in the case of air mail), or on the next working day after transmission (in the case of facsimile messages, but only if a transmission report is generated by the sender's facsimile machine recording a message from the recipient's facsimile machine, confirming that the facsimile was sent to the number indicated above and confirming that all pages were successfully transmitted).
17.10.3 In proving the giving of a notice it shall be sufficient to prove that the notice was left, or that the envelope containing the notice was properly addressed and posted, or that the applicable means of telecommunication was addressed and despatched and despatch of the transmission was confirmed and/or acknowledged as the case may be.
17.11 Law and jurisdiction
The validity, construction and performance of this Agreement shall be governed by English law and shall be subject to the exclusive jurisdiction of the English courts to which the Parties submit.
17.12 Third parties
For the purposes of the Contracts (Rights of Third Parties) Act 1999 this Agreement is not intended to, and does not, give any person who is not a party to it any right to enforce any of its provisions.
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