Terms and Conditions Of Sale

1. Interpretation

1.1 In these Conditions:
“ACKNOWLEDGEMENT OF ORDER” shall mean the document by which the Seller’s authorised representative accepts the Order.
“BUYER” shall mean the purchaser of the Goods from the Seller.
“CONDITIONS” shall mean the terms and conditions of sale set out herein, and includes any special terms and conditions included in the
Acknowledgement of Order.
“CONTRACT” shall mean the contract for the sale and purchase of the Goods, made pursuant to these Conditions.
“DELIVERY” shall mean delivery of the Goods, or any part of them in accordance with clause 6.1 of these Conditions.
“DELIVERY DATE” shall mean the date or period for Delivery set out in an Acknowledgement of Order or which is otherwise agreed by the Buyer.
“FORCE MAJEURE” shall mean any circumstances beyond the reasonable control of the Seller.
“GOODS” shall mean the goods which the Seller has agreed to supply to the Buyer, pursuant to these Conditions.
“INFORMATION” shall mean any and all IPR, technical or commercial data, know-how, show-how, formulae, processes, designs, photographs, drawings, specifications, samples, details of customers and suppliers, pricing information, samples, prototypes and other sensitive business information, any other information of a confidential nature, together with any experimental or test data and results produced by the Seller as a result of it carrying out necessary tests for the purposes of performing the Contract, which either directly or indirectly is disclosed by or on behalf of the Seller to the Buyer or to any person on behalf of the Buyer orally, in writing, by physical embodiment, by data transmission or in any other way.
“INTELLECTUAL PROPERTY RIGHTS” (“IPR”) shall mean all patents, trademarks, service marks, design rights (whether patentable,
registrable or otherwise), applications for any of the foregoing copyright, know-how, trade or business names, rights in databases, topography rights and other similar rights or obligations whether registrable or not in any country (including, but not limited to the United Kingdom)
“LOSS” shall mean all actions, claims, demands, losses (direct, indirect, consequential or otherwise), expenses, costs, actions and proceedings.
“ORDER” shall mean the Buyer’s order for Goods as set out in the Buyer’s order form or the Buyer’s acceptance of the Seller’s quotation as the case may be.
“SELLER” shall mean REPL International Ltd, a company registered in England and Wales under company number 02730556 and having its registered office at REPL International Ltd, Unit 2-3 Oak Tree Business Centre, Spitfire Way, South Marston Park, Swindon SN3 4TX, United Kingdom, or any one of its subsidiaries globally from where the products are purchased.
“SPECIFICATION” shall mean the description of the Goods set out in the Acknowledgement of Order.
1.2 Any reference in these Conditions to any provision of a statute, shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
1.3 The headings in these Conditions are for convenience only and shall not affect their interpretation.
1.4 In the Contract “Incoterms” means the international rules for the interpretation of trade terms of the International Chamber of Commerce 2020. Unless the Contract otherwise requires, any terms or expression which is defined in or given a particular meaning by the provisions of Incoterms, shall have the same meaning in these Conditions, but if there is any conflict between the provisions of Incoterms and these Conditions the latter shall prevail.
1.5 A reference to writing excludes fax but includes email.

2. Basis of Sale

2.1 These Conditions, together with the Seller’s Acknowledgement of Order, apply to all Contracts between the Seller and the Buyer, and shall prevail and be effective notwithstanding any variations or additions whether contained or referred to in the Buyer’s order, or other document submitted by the Buyer including without limitation any standard conditions of purchase of the Buyer, acceptance of quotation or in correspondence or elsewhere, or implied by trade, custom, practice or course of dealing, and shall supersede all other and any prior promises, representations or undertakings.
2.2 No variation to the Contract or these Conditions shall be binding, unless agreed in writing by an authorised representative of the Seller.
2.3 The Seller’s employees or agents are not authorised to make any representations or recommendations concerning the Goods unless confirmed by a duly authorised representative of the Seller in writing. In entering into the Contract, the Buyer acknowledges that it does not rely on, and waives any claim for breach of any such representations which are not so confirmed. For the avoidance of doubt, nothing herein contained shall be deemed to exclude the Seller’s liability due to fraudulent misrepresentation.
2.4 Any typographical, clerical or other error or omission in any sales literature quotation, price list, Acknowledgement of Order, invoice,
other documentation or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.

3. Orders and Specifications

3.1 The Order shall be deemed an offer by the Buyer to purchase Goods from the Seller in accordance with these Conditions, and will not be deemed to be accepted by the Seller until a duly authorised representative of the Seller has provided an Acknowledgement of Order, at which point and on which date the Contract shall come into existence. Where the Order is the Buyer’s order form and does not include terms contained in the Seller’s quotation, such terms contained in the Seller’s quotation shall be deemed to be included in the Order.
3.2 The Seller confirms that the Acknowledgement of Order will confirm details of the Contract as set out or deemed included in the Order, and will not contain any new terms and therefore shall not constitute a counter-offer.
3.3 The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any Order (including any applicable specification) submitted by the Buyer, and for giving the Seller any necessary information relating to the Goods within a sufficient time to enable the Seller to perform the Contract in accordance with its terms.
3.4 A quotation for the Goods given by the Seller shall not constitute an offer. A quotation shall only be valid for the period stated in the quotation.                                                                                                 3.5 The quantity, quality, description of and any specification for the Goods shall be those set out in the Seller’s Acknowledgement of Order.
3.6 If the Goods are to be manufactured by the Seller in accordance with a specification or instructions submitted by the Buyer:
3.6.1 The Buyer shall indemnify the Seller against all Loss suffered by the Seller in connection with any claim by a third party that the manufacture and/or supply of the Goods to such specification or instructions infringes the rights of any third party (this clause 3.6.1 shall survive termination of the Contract); and
3.6.2 The Buyer shall be responsible for supplying reliable and accurate information to the Seller (including, without limitation, drawings, plans and designs) to enable the Seller to manufacture the Goods. The Seller shall be entitled to assume that all information supplied by the Buyer is true, accurate, complete and fit for the purpose for which it is supplied, and that the Seller can rely on the same. The Seller shall not be liable for any Loss or delay in Delivery of the Goods which directly or indirectly arises from the Buyer’s failure to supply accurate information at all or on time.
3.7 The Seller reserves the right to make any changes in the Specification of the Goods which are required to conform to any applicable safety, or other statutory requirements, and/or where such changes do not materially affect the quality or performance of the Goods. For the avoidance of doubt and subject to clause 10.1, the Seller provides no implied warranties in relation to Goods supplied to the Buyer’s specification.
3.8 No Order, which has been accepted by the Seller by an Acknowledgement of Order, may be cancelled by the Buyer except with the agreement in writing of the Seller and on terms that the Buyer shall indemnify the Seller in full against all Loss incurred by the Seller, as a result of cancellation.

4. Price of the Goods

4.1 The price shall be the price in the Acknowledgement of Order (“Price”).
4.2 The Seller reserves the right, by giving notice to the Buyer at any time before Delivery, to increase the Price to reflect any increase in the cost to the Seller, which is due to any factor beyond the control of the Seller (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour materials or other costs of manufacture), any change in Delivery Dates, quantities or specifications for the Goods which is requested by the Buyer, any delay caused by any instructions of the Buyer, or failure of the Buyer to give the Seller adequate information or instructions.
4.3 Except as otherwise stated in an Acknowledgement of Order, all prices are given by the Seller for Delivery as defined in clause 6.1. Where the Seller agrees to deliver the Goods otherwise than as defined in clause 6.1, the Buyer shall be liable to pay the Seller’s charges for transport packaging and insurance where requested.
4.4 The price is exclusive of any applicable value added tax (which will be applied in accordance with the legislation in force at the tax point date) and which the Buyer shall be additionally liable to pay to the Seller.

5. Terms of Payment

5.1 Subject to any special terms agreed in an Acknowledgement of Order, the Seller shall be entitled to invoice the Buyer for the Price on Delivery immediately when the Goods have been despatched, when they are ready for despatch but are prevented or delayed from being despatched due to Force Majeure, or the day the Goods are made available for collection (whichever event occurs the earliest).
5.2 The Buyer shall pay the Price, without deduction, within the payment terms set out in the Acknowledgment of Order (or, if no payment terms are stated, within 30 days of the date of the Seller’s invoice) notwithstanding that Delivery may not have taken place, and the property in the Goods has not passed to the Buyer. The time of payment of the Price shall be of the essence of the Contract. Receipts for payment will be issued only upon request.
5.3 If the Buyer fails to make any payment in accordance with clause 5.2, then without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to:
5.3.1 Cancel the Contract or suspend any deliveries to the Buyer;
5.3.2 Appropriate any payment made by the Buyer to such of the Goods (or the goods supplied under any other contract between the Buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer);
5.3.3 Charge the Buyer interest, on the amount unpaid, at the rate of 3 percent per annum above HSBC Bank base rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest); and
5.3.4 Demand payment of all outstanding balances from the Buyer, whether due or not, and/or cancel all outstanding Orders and/or decline to make further Deliveries (under this or any other contract between the Buyer and the Seller) or provision of services.
5.4 Except where insolvency laws provide otherwise, the Buyer shall not be entitled to withhold or set off payment for Goods for any reason whatsoever. All Goods for which payment has not been made, in accordance with clause 5.2, and which are held by the Seller at its premises, are so held at the Buyer’s risk.

6. Delivery

6.1 Except as otherwise stated in an Acknowledgement of Order whether by reference to an Incoterm or otherwise, Delivery shall take place when the Seller places the Goods at the disposal of the Buyer at the Seller’s premises, and not loaded on any collecting vehicle.
6.2 Any Delivery Date is approximate and an estimate only. The Seller shall not be liable for any Loss arising from any failure to deliver the Goods on the Delivery Date, howsoever caused. Time for delivery shall not be of the essence, unless previously agreed by the Seller in writing. The Goods may be delivered by the Seller in advance of the quoted delivery date upon giving reasonable notice to the Buyer.
6.3 The Buyer shall not be entitled to change the Delivery Date without the consent of a duly authorised representative of the Seller.
6.4 Where delivery of the Goods is to be made by the Seller, the Seller reserves the right to deliver up to 10 percent more or 10 percent less than the quantity ordered and the Buyer may not reject them, provided that there is a pro rata adjustment to the Price to reflect the Goods
actually delivered, and the quantity so delivered shall be deemed to be the quantity ordered. Goods delivered in excess of such tolerance may
be rejected by the Buyer provided that it serves notice of rejection within 10 working days of Delivery.
6.5 Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract, and failure by the Seller to deliver
any one or more of the instalments in accordance with these Conditions, or any claim by the Buyer in respect of any one or more instalments,
shall not entitle the Buyer to treat the Contract as a whole as repudiated.
6.6 Subject to clause 10.6, if the Seller fails to deliver the Goods for any reason other than Force Majeure or the Buyer’s fault, and the Seller is
accordingly liable to the Buyer, the Seller’s only liability shall be limited to the excess (if any) of the cost to the Buyer (having used its best
endeavours to replace the Goods by purchasing them in the cheapest available market) of purchasing similar goods to replace those not
delivered. The Seller shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by Force Majeure.
6.7 If the Buyer fails to take Delivery on the Delivery Date then, without prejudice to any other right or remedy available to the Seller, the Seller
may:
6.7.1 Store the Goods until actual delivery and charge the Buyer for the costs (including insurance) of storage; or
6.7.2 Treat the Contract as repudiated by the Buyer and, without prejudice to any other right it may have against the Buyer, the Seller shall be
entitled to resell the Goods and be indemnified by the Buyer for any Loss which it suffers.

7. Risk and Property

7.1 Risk of damage to, or loss of, the Goods shall pass to the Buyer on Delivery of the Goods;
7.2 Title to the Goods shall not pass to the Buyer until the earlier of:
7.2.1 the Seller receives payment in full (in cash or cleared funds) for the Goods (and any related costs of Delivery) in which case title to the
Goods shall pass at the time of payment; and
7.2.2 the Buyer resells the Goods, in which case title to the Goods shall pass to the Buyer at the time specified in clause 7.4.
7.3 Until title to the Goods has passed to the Buyer, the Buyer shall:
7.3.1 store the Goods separately from all other goods held by the Buyer so that they remain readily identifiable as the Seller’s property;
7.3.2 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
7.3.3 maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
7.3.4 notify the Seller immediately if it becomes subject to any of the events listed in clause 11.1(b) to clause 11.1(d); and
7.3.5 give the Seller such information as the Seller may reasonably require from time to time relating to:
(a) the Goods; and
(b) the ongoing financial position of the Buyer.
7.4 Subject to clause 7.5, the Buyer may resell or use the Goods in the ordinary course of its business (but not otherwise) before the Seller
receives payment for the Goods. However, if the Buyer resells the Goods before that time:
7.4.1 it does so as principal and not as the Seller’s agent; and
7.4.2 title to the Goods shall pass from the Seller to the Buyer immediately before the time at which resale by the Buyer occurs.
7.5 At any time before title to the Goods passes to the Buyer, the Seller may:
7.5.1 by notice in writing, terminate the Buyer’s right under clause 7.4 to resell the Goods or use them in the ordinary course of its business;
and
7.5.2 require the Buyer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product and
if the Buyer fails to do so promptly, enter any premises of the Buyer or of any third party where the Goods are stored in order to recover them.

8. Confidentiality and IPR

8.1 The Buyer agrees and undertakes that it will keep confidential, and will not disclose, or use for any purpose (other than to perform its
obligations under the Contract) any Information. Any Information supplied to the Buyer, by the Seller, shall at all times remain the property of
the Seller. The Buyer shall not acquire any rights in the Information, which shall be returned to the Seller immediately upon request.
8.2 Unless otherwise agreed in writing, all IPR in relation to the Goods, including without limitation, their method of manufacture shall vest in the
Seller and remain the property of the Seller notwithstanding the purchase of the Goods by the Buyer, and the Buyer undertakes to do all acts
and/or enter into such agreements or deeds as the Seller shall require to vest any such IPR in the Seller.
8.3 Unless otherwise agreed in writing, and notwithstanding that the Buyer may have contributed towards the costs of such items all tooling
(and all IPR in relation to such tooling) produced or acquired by the Seller in relation to the manufacture of the Goods, shall be and remain the
property of the Seller.

9. Lien

9.1 In addition to any other right or lien to which the Seller may by law, or pursuant to these Conditions be entitled, the Seller shall be entitled to
a general lien on all the goods, and the property of the Buyer, in the Seller’s possession, and a right of sale of such goods and property at the
Seller’s sole discretion for any unpaid monies due under the terms of the same or any other Contract between the Seller and the Buyer.
9.2 In addition and without prejudice to its other rights, the Seller shall have the right on fourteen days’ notice to the Buyer to put any goods or
property over which it has a lien into a saleable state by any means whatsoever, and (without prior notice to the Buyer) to sell such goods and
shall be deemed the Buyer’s agent for the purposes of effecting such sale. Out of the proceeds of the sale, the Seller shall be entitled to retain
a sum equivalent to all unpaid monies due to it from the Buyer, as aforesaid together with the cost of putting the goods into a saleable state,
and the expenses of sale without prejudice to the Seller’s right to recover the balance thereof from the Buyer.

10. Warranties and Liability

10.1 The Seller warrants that at Delivery, the Goods will be free from defect in materials, workmanship and design (where designed by the Seller) provided that subject as aforesaid and expressly provided in these Conditions, and except where the Goods are sold to a person dealing as a consumer (within the meaning of the Consumer Rights Act 2015) all warranties, conditions or other terms implied by statute and/or common law are excluded to the fullest extent permitted by law.
10.2 Where the Goods are sold under a consumer transaction (as defined by the Consumer Rights Act 2015) the statutory rights of the Buyer are not affected by these Conditions.
10.3 Any specification supplied by the Seller in any estimate or quotation shall be approximate only, and for information and guidance only and shall not form part of the Contract.
10.4 Any claim based upon the quality or condition of the Goods, or any failure of the Goods to meet the Specification (“Claim”) by the Buyer shall (whether or not delivery is refused by the Buyer) be notified to the Seller in writing within 10 days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within one month after discovery of the defect or failure. If delivery is not refused and the Buyer does not notify the Seller accordingly, the Buyer shall not be entitled to reject the Goods and the Seller shall have no liability in respect of such a Claim, and the Buyer shall be bound to pay the Price as if the Goods had been delivered in accordance with the with the Contract. The Buyer shall not be entitled to make any Claim after the expiration of six months from the date of Delivery of the Goods.
10.5 Where any valid Claim in respect of any of the Goods is notified to the Seller in accordance with clause 10.4, the Seller shall be entitled to replace the Goods (or the part(s) in question) free of charge or at the Seller’s sole discretion refund to the Buyer the Price (or a proportionate part of the Price) but the Seller shall have no further liability to the Buyer, and the Buyer shall have no other remedy.
10.6 The Seller shall have no liability to the Buyer in relation to non-delivery or short delivery of the Goods, unless such non-delivery or short delivery is notified to the Seller in writing within fourteen days of the Delivery Date.
10.7 Where any valid claim in respect of the Goods is notified to the Seller in accordance with clause 10.6, the Seller shall be entitled to deliver the Goods or the shortfall of the Goods, but the Buyer shall have no other remedy.
10.8 Notwithstanding any provision of these Conditions, the Seller shall have no liability to the Buyer in respect of any defect in the quality of the Goods, or the failure of the Goods, to meet Specification where the defect or failure has arisen as a result of improper storage, handling, installation or any act or omission of the Buyer, or where a latent defect or failure is discovered after any expiry date for the Goods stated on the packaging or individual item of Goods.
10.9 Where any claim is made under this clause 10, the Buyer grants the Seller or its agents the right to enter upon the Buyer’s premises to inspect the Goods unless and until the Seller has been afforded an opportunity to examine the Goods, no claim will be accepted.
10.10 The Seller shall not be liable to the Buyer, or be deemed to be in breach of the Contract by reason of any delay in performing or any failure to perform any of the Seller’s obligations in relation to the Goods, if the delay or failure was due to Force Majeure.
10.11 The Buyer shall indemnify the Seller against all Loss suffered by the Seller which arises as a result of the breach by the Buyer of any provision of the Contract or the negligence of the Buyer or any of its representatives.
10.12 References to liability in this clause 10, include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
10.13 Nothing in the Contract limits any liability for:
10.13.1 death or personal injury caused by negligence;
10.13.2 fraud or fraudulent misrepresentation;
10.13.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979;
10.13.4 defective products under the Consumer Protection Act 1987; or
10.13.5 any liability that legally cannot be limited.
10.14 Subject to clause 10.13, the Seller’s total liability to the Customer shall not exceed the total price of the Goods supplied under the Contract.
10.15 Subject to clause 10.12, the following types of loss are wholly excluded:
10.15.1 loss of profits;
10.15.2 loss of sales, revenue or business;
10.15.3 loss of agreements or contracts;
10.15.4 loss of anticipated savings;
10.15.5 loss of use or corruption of software, data or information;
10.15.6 loss of or damage to goodwill; and
10.15.7 indirect or consequential loss.
10.16 Clauses 10.12 to 10.16 shall survive termination of the Contract.

11. Insolvency of Buyer

11.1 Without limiting its other rights or remedies, the Seller may terminate this Contract with immediate effect by giving written notice to the Buyer if:
11.1.1 the Buyer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so;
11.1.2 the Buyer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
11.1.3 the Buyer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
11.1.4 the Buyer’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.
11.2 Without limiting its other rights or remedies, the Seller may suspend provision of the Goods under the Contract or any other contract between the Buyer and the Seller if the Buyer becomes subject to any of the events listed in clause 11.1.2 to clause 11.1.4, or the Seller reasonably believes that the Buyer is about to become subject to any of them, or if the Buyer fails to pay any amount due under this Contract on the due date for payment.
11.3 Without limiting its other rights or remedies, the Seller may terminate the Contract with immediate effect by giving written notice to the Buyer if the Buyer fails to pay any amount due under the Contract on the due date for payment.
11.4 On termination of the Contract for any reason the Buyer shall immediately pay to the Seller all of the Seller’s outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, the Seller shall submit an invoice, which shall be payable by the Buyer immediately on receipt.
11.5 Termination of the Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
11.6 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.

12. Export Terms

12.1 Where the Goods are supplied for export from the United Kingdom the provision of this clause 12, shall (subject to any special terms agreed in writing between the Buyer and the Seller) apply notwithstanding any other provision of these Conditions.
12.2 The Buyer shall be responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination, and for the payment of any duties thereon. In particular, if any licence or consent of any government, or other authority, shall be required for the acquisition, carriage or use of the Goods by the Buyer, the Buyer shall obtain the same at its own expense and if necessary, produce evidence of the same to the Seller on demand. Failure to do so shall not entitle the Buyer to withhold or delay payment of the Price. Any additional expenses or charges incurred by the Seller resulting from such failure shall be for the Buyer’s account.
12.3 Unless otherwise set out in the Acknowledgment of Order, or as subsequently agreed in writing between the Buyer and the Seller, the Goods shall be delivered Ex-works Incoterms and the Seller shall be under no obligation to give the Buyer notice under section 32(3) of the Sale of Goods Act 1979.
12.4 Notwithstanding clause 5.2, payment of all amounts due to the Seller shall be made by irrevocable letter of credit opened by the Buyer in favour of the Seller, and confirmed by a bank in the United Kingdom acceptable to the Seller. Or if the Seller has agreed in writing on or before acceptance of the Buyer’s order to waive this requirement for any other agreed method of payment.

13. Force Majeure

The Seller shall not be in breach of the Contract, or otherwise liable for any failure or delay in the performance of its obligations, if such delay or failure results from Force Majeure. The time for performance of such obligations shall be extended accordingly.

14. General

14.1 The Seller shall be entitled to assign or subcontract all, or any, of its rights and obligations hereunder. The Buyer shall not be entitled to assign, transfer, subcontract or otherwise delegate any of its rights or obligations hereunder.
14.2 Any notice required or permitted to be given by either party to the other under these Conditions shall be given in writing at its registered office, or principal place of business, or such other address as may be notified for such purpose to the party giving notice. Notices may only be given by email where an email address has been expressly provided for such purpose by the relevant party.
14.3 Waiver:
14.3.1 A waiver of any right or remedy by the Seller is only effective if given in writing and shall not be deemed a waiver of any subsequent right 14.3.2 A delay or failure to exercise, or the single or partial exercise of, any right or remedy by the Seller shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
14.4 If any provision of these Conditions is held by any competent authority to be invalid, illegal or unenforceable, in whole or in part, it shall be deemed deleted but that shall not affect the validity and enforceability of the other provisions of these Contract and the remainder of the provision in question shall not be affected thereby.
14.5 The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
14.6 Entire Agreement
14.6.1 The Contract constitutes the entire agreement between the parties.
14.6.2 Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
14.7 The Contract shall be governed by the laws of England and Wales.                                                   14.8 Where the Buyer is incorporated:
14.8.1 in the United Kingdom or a country within the European Union or the EEA, and the Buyer and the Seller hereby submit to the exclusive jurisdiction of the English Courts in connection with any dispute, controversy or claim arising out of or relating to the Contract, including any question regarding its breach, existence, validity or termination, or the legal relationships established by this agreement, or any non-contractual claims (whether in tort or otherwise), save with respect to enforcement where their jurisdiction shall be non-exclusive.
14.8.2 in a country other than the United Kingdom or a country within the European Union or the EEA, any dispute, controversy or claim arising out of or relating to the Contract, including any question regarding its breach, existence, validity or termination, or the legal relationships established by this agreement, or any non-contractual claims (whether in tort or otherwise), shall be referred to and finally determined by arbitration under the UNCITRAL Arbitration Rules in force at the date of the Contract and the parties agree that:
(a) the tribunal shall consist of one arbitrator;
(b) in default of agreement on the arbitrator to be appointed, the appointing authority shall be the London Court of International Arbitration (LCIA).
(c) the seat of the arbitration shall be London;
(d) the law governing this arbitration agreement shall be English law; and
(e) the language of the arbitration shall be English.