Terms & Conditions
Dzine Furnishing Solutions Limited - conditions of hire
THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF CLAUSE 10 (LIMITATION OF LIABILITY).
Interpretation
1.1 The following definitions and rules of interpretation apply in this Contract.
Business Day: a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Contract: the Contract between Dzine and the Customer for the supply of the Furniture in accordance with these terms and conditions.
Customer: the person who hires the Furniture from Dzine as described in the Order Form.
Delivery: the transfer of physical possession of the Furniture to the Customer at the Delivery Location.
Delivery Date: the date when the Furniture is due to be delivered to the Delivery Location as set out in the Order Form or shall otherwise be agreed between the parties in writing.
Delivery Location: the place or location set out in the Order Form.
Deposit: the deposit amount (if any) set out in the Order Form.
Discount: the discount or reduction applied to Dzine’s standard Rental Payment(s) as set out in the Order Form.
Dzine: Dzine Furnishing Solutions Limited (company registered in England and Wales with company number 04717004) whose registered office is situated at Grove House, Coombs Wood Court, Steel Park Road, Halesowen, West Midlands, B62 8BF.
Furniture: the items of Furniture listed in the Order Form, all substitutions or replacements of such Furniture and all related accessories provided for it.
Installation Charges: where payable, as set out in the Order Form.
Order: the Customer’s Order for the Furniture as set out in the Order Form.
Order Form: the order form sent by the Customer to Dzine requesting the Furniture or confirming an oral order for the Furniture.
Rental Payment(s): the payments made by or on behalf of Customer for hire of the Furniture.
Rental Period: the period of hire as set out in clause 4 (Rental Period).
Total Loss: the Furniture is, in Dzine's opinion or the opinion of its insurer(s), damaged beyond economic repair, lost, unavailable for inspection, stolen, seized or confiscated.
VAT: value-added tax or any equivalent tax chargeable in the UK or elsewhere.
1.2 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
1.3 A reference to writing or written includes email but not fax.
1.4 Any words following the terms including, include, in particular, for example, or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
2. Order
2.1 These terms conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
2.2 The Order constitutes an offer by the Customer to hire the Furniture in accordance with these terms and conditions. The Customer is responsible for ensuring that the terms of the Order are complete and accurate.
2.3 The Order shall only be deemed to be accepted when Dzine accepts the Order, at which point the Contract shall come into existence.
2.4 The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these terms and conditions.
2.5 Any samples, drawings or advertising produced by Dzine and any descriptions or illustrations contained in Dzine's catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Furniture referred to in them. They shall not form part of the Contract nor have any contractual force.
2.6 A quotation for the Furniture given by Dzine shall not constitute an offer. A quotation shall only be valid for a period of 14 from its date of issue.
3. Furniture Hire
3.1 Dzine shall rent the Furniture to the Customer for use by the Customer at the Delivery Location subject to these terms and conditions.
3.2 Dzine shall not, other than in the exercise of its rights under this Contract or applicable law, interfere with the Customer's quiet possession of the Furniture.
4. Rental Period
The Rental Period starts on the Delivery Date and shall continue for the Rental Period unless this Contract is terminated earlier in accordance with its terms.
5. Rental Payment(s), Installation Charges, Deposit and Total Loss
5.1 Any Rental Payment(s) quoted by Dzine to the Customer shall only be valid for 14 days and shall only relate to the specific event or exhibition quoted for.
5.2 Where a Discount is applied to the Rental Payment(s), that Discount is conditional upon the Customer paying all Rental Payment(s) on or before the due date for payment. If any Rental Payment(s) is not made on or before its due date for payment, the Discount shall be dis-applied and the late Rental Payment(s) together with all other Rental Payment(s) payable under the Contract shall be adjusted accordingly.
5.3 The Customer shall pay the Rental Payment(s) and any Installation Charges to Dzine in accordance with the Order Form. The Rental Payment(s) shall be paid in sterling and shall be made by bank transfer to:
Bank: Santander Plc
Account Number: 10793994
Sort Code: 09 02 22
Reference: the invoice number
Time for payment of all sums due to Dzine shall be of the essence. The Customer may also pay the Rental Payment(s) and other payments due under the Contract by way of debit or credit card. Dzine reserves the right to charge any debit or credit card supplied by the Customer with Rental Payment(s) or other charges payable to Dzine from time to time.
5.4 The Rental Payment(s) (is)are exclusive of all costs and charges of packaging, insurance and transportation of the Furniture which shall be invoiced to the Customer.
5.5 The Rental Payment(s) are exclusive of VAT and any other applicable taxes and duties or similar charges which shall be payable by the Customer at the rate and in the manner from time to time prescribed by law.
5.6 All amounts due under this Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
5.7 If the Customer fails to make a payment due to Dzine under this Contract by the due date, then, without limiting Dzine’s remedies under clause 11 (Termination), the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment.
5.8 Interest under this clause will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
5.9 The Deposit is a deposit against default by the Customer of payment of any Rental Payment(s), and other payments which are payable by the Customer to Dzine pursuant to this Contract or any loss of or damage caused to the Furniture. The Customer shall where set out in the Order Form on or before the date of this Contract, pay the Deposit in cleared funds to Dzine. If the Customer fails to make any Rental Payment(s), or any other payment due, in accordance with the manner required in the Order Form, or causes any loss or damage to the Furniture (in whole or in part), Dzine shall be entitled to apply the Deposit against such default, loss or damage. The Customer shall pay to Dzine any sums deducted from the Deposit within ten (10) Business Days of a demand for the same. The Deposit (or balance thereof) shall be refundable within twenty Business Days of the end of the Rental Period.
5.10 The Customer shall be liable for the full replacement cost of Furniture which is deemed a Total Loss in addition all Rental Payment(s) due under this Contract in respect thereof.
5.11 The Customer shall be liable for the cost of cleaning, and reinstating the Furniture if it is soiled or damaged whilst in the possession or control of the Customer. Where, in the opinion of Dzine, the cost of cleaning and reinstating the Furniture is uneconomic (by way of example only, where holes are drilled into the Furniture, or where stickers or graphics are attached), Dzine will determine that the Furniture affected will be a Total Loss whereupon clause 5.10 shall apply. Keys not returned or delivered up to Dzine at the end of the Rental Period will be charged to the Customer at the rate of £25.00 per key.
6. Delivery and installation
6.1 Delivery of the Furniture shall be made by Dzine. Dzine shall use its reasonable endeavours to effect Delivery by the Delivery Date. Title and risk shall transfer in accordance with clause 7 (Title, risk and insurance) of this Contract.
6.2 The Customer shall procure that a duly authorised representative of the Customer shall be present at the Delivery of the Furniture. Acceptance of Delivery by such representative shall constitute conclusive evidence that the Customer has examined the Furniture and has found it to be in good condition, complete and fit in every way for the purpose for which it is intended The Customer's duly authorised representative shall sign a receipt confirming such acceptance. All shortages and defects in the Furniture must be agreed and noted on the Delivery docket.
6.3 Where Dzine has agreed upon payment of the Installation Charges to install the Furniture at the Delivery Location, the Customer shall procure that a duly authorised representative of the Customer shall be present at the installation of the Furniture. Acceptance by such representative of installation shall constitute conclusive evidence that the Customer has examined the Furniture and has found it to be in good condition, complete and fit in every way for the purpose for which it is intended The Customer's duly authorised representative may be requested to sign a receipt confirming such acceptance.
6.4 To facilitate Delivery and installation where applicable, the Customer shall at its sole expense provide all requisite materials, facilities, access and suitable working conditions to enable Delivery and installation (where applicable) to be carried out safely and expeditiously.
7. Title, risk and insurance
7.1 The Furniture shall at all times remain the property of Dzine, and the Customer shall have no right, title or interest in or to the Furniture (save the right to possession and use of the Furniture subject to these terms and conditions).
7.2 The risk of loss, theft, damage or destruction of the Furniture shall pass to the Customer on Delivery. The Furniture shall remain at the sole risk of the Customer during the Rental Period and any further term during which the Furniture is in the possession, custody or control of the Customer (Risk Period) until such time as the Furniture is redelivered to Dzine. During the Rental Period and the Risk Period, the Customer shall, at its own expense, obtain and maintain the following insurances:
(a) insurance of the Furniture to a value not less than its full replacement value (such value shall never be less than six times the Rental Payment(s) due in resect of that Furniture) comprehensively against all usual risks of loss, damage or destruction by fire, theft or accident, and such other risks as Dzine may from time to time nominate in writing;
(b) insurance for such amounts as a prudent owner or operator of the Furniture would insure for, or such amount as Dzine may from time to time reasonably
require, to cover any third party or public liability risks of whatever nature and however arising in connection with the Furniture; and
(c) insurance against such other or further risks relating to the Furniture as may be
required by law, together with such other insurance as Dzine may from time to time consider reasonably necessary and advise to the Customer.
7.3 All insurance policies procured by the Customer shall be endorsed to provide Dzine with at least twenty (20) Business Days' prior written notice of cancellation or material change
(including any reduction in coverage or policy amount) and shall name Dzine on the policies as the loss payee in relation to any claim relating to the Furniture. The Customer
shall be responsible for paying any deductibles due on any claims under such insurance policies.
7.4 The Customer shall give immediate written notice to Dzine in the event of any loss, accident or damage to the Furniture arising out of or in connection with the Customer's
possession or use of the Furniture.
7.5 If the Customer fails to effect or maintain any of the insurances required under this Contract, Dzine shall be entitled to effect and maintain the same, pay such premiums as
may be necessary for that purpose and recover the same as a debt due from the Customer.
7.6 The Customer shall, on demand, supply copies of the relevant insurance policies or other insurance confirmation acceptable to Dzine and proof of premium payment to
Dzine to confirm the insurance arrangements.
8. Customer's responsibilities
8.1 The Customer shall during the term of this Contract:
(a) ensure that the Furniture is kept and operated in a suitable environment, used only for the purposes for which it is designed, and operated in accordance with
any operating instructions;
(b) take such steps (including compliance with all safety and usage instructions provided by Dzine) as may be necessary to ensure, so far as is reasonably
practicable, that the Furniture is at all times safe and without risk to health when it is being set, used, cleaned or maintained by a person at work;
(c) maintain at its own expense the Furniture in good and substantial repair in order to keep it in as good condition as it was on the Delivery Date and shall make
good any damage to the Furniture at its own expense;
(d) make no alteration to the Furniture;
(e) keep Dzine fully informed of all material matters relating to the Furniture;
(f) keep the Furniture at all times at the Delivery Location and shall not move or attempt to move any part of the Furniture to any other location without Dzine's prior written consent;
(g) permit Dzine or its duly authorised representative to inspect the Furniture at all reasonable times and for such purpose to enter the Delivery Location or any premises at which the Furniture may be located, and shall grant reasonable access and facilities for such inspection;
(h) not to part with control of (including for the purposes of repair or maintenance), sell or offer for sale, underlet or lend the Furniture or allow the creation of any mortgage, charge, lien or other security interest in respect of it;
(i) not to attach the Furniture to any land or building so as to cause the Furniture to become a permanent or immovable fixture on such land or building. If the Furniture does become affixed to any land or building then the Furniture must be capable of being removed without material injury to such land or building and the Customer shall repair and make good any damage caused by the affixation or removal of the Furniture from any land or building and indemnify Dzine against all losses, costs or expenses incurred as a result of such affixation or removal;
(j) not do or permit to be done any act or thing which will or may jeopardise the right, title and/or interest of Dzine in the Furniture and, where the Furniture has become affixed to any land or building, the Customer must take all necessary steps to ensure that Dzine may enter such land or building and recover the Furniture both during the term of this Contract and for a reasonable period thereafter, including by procuring from any person having an interest in such land or building, a waiver in writing and in favour of Dzine of any rights such person may have or acquire in the Furniture and a right for Dzine to enter onto such land or building to remove the Furniture;
(k) not suffer or permit the Furniture to be confiscated, seized or taken out of its possession or control under any distress, execution or other legal process, but if the Furniture is so confiscated, seized or taken, the Customer shall notify Dzine and the Customer shall at its sole expense use its best endeavours to procure an immediate release of the Furniture and shall indemnify Dzine on demand against all losses, costs, charges, damages and expenses incurred as a result of such confiscation;
(l) ensure that at all times the Furniture remains identifiable as being Dzine's property and wherever possible shall ensure that a visible sign to that effect is attached to the Furniture;
(m) deliver up the Furniture at the end of the Rental Period or on earlier termination of this Contract at the Delivery Location and to allow Dzine or its representatives access to the Delivery Location for the purpose of removing the Furniture; and
(n) not do or permit to be done anything which could invalidate the insurances referred to in clause 7 (Title, risk and insurance).
8.2 If the Furniture is not made available to Dzine in accordance with clause 8.18.1(m), the Customer shall be responsible for all costs incurred by Dzine associated with its future attempts to collect
8.3 Under no circumstances shall the Customer be permitted to remove the Furniture from the Delivery Location or store it at any other location without Dzine’s prior written permission. Where the Furniture is removed from the Delivery Location (regardless of whether Dzine have agreed to the removal) the Customer shall be liable for all direct and indirect costs incurred by Dzine in locating, accessing, recovering and repatriating the Furniture from the location where the Furniture has been stored to Dzine’s premises. If the whereabouts of the Furniture cannot be ascertained by Dzine after having made reasonable enquiries of the Customer, it shall be treated as a Total Loss whereupon 5.10 shall take effect.
8.4 The Customer acknowledges that Dzine shall not be responsible for any loss of or damage to the Furniture arising out of or in connection with any negligence, misuse, mishandling of the Furniture or otherwise caused by the Customer or its officers, employees, agents and contractors, and the Customer undertakes to indemnify Dzine on demand against the same, and against all losses, liabilities, claims, damages, costs or expenses of whatever nature otherwise arising out of or in connection with any failure by the Customer to comply with the terms of this Contract.
9. Complaints
Any complaint that the Customer may wish to raise with Dzine in respect of the Furniture or the Delivery must be made to Dzine during the Rental Period to enable them to be resolved at the Delivery Location. Complaints raised by the Customer after the end of the Rental Period will only be considered at the sole discretion of Dzine.
10. Liability
10.1 The restrictions on liability in this clause 10 apply to every liability arising under or in connection with this Contract including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise. 10.2 Subject to clause 10.3, Dzine's total liability to the Customer (including any liability for the acts or omissions of its employees, agents and subcontractors) shall not exceed the Rental Payment(s) paid by the Customer to Dzine under this Contract.
10.3 Nothing in this Contract limits any liability which cannot legally be limited including but not limited to liability for:
(a) death or personal injury caused by negligence; and
(b) fraud or fraudulent misrepresentation.
10.4 This Contract sets forth the full extent of Dzine's obligations and liabilities in respect of the Furniture and its hiring to the Customer. In particular, there are no conditions, warranties or other terms, express or implied, including as to quality, fitness for a particular purpose or any other kind whatsoever, that are binding on Dzine except as specifically stated in this Contract. Any condition, warranty or other term concerning the Furniture which might otherwise be implied into or incorporated within this Contract, whether by statute, common law or otherwise, is expressly excluded. 10.5 Subject to clause 10.3, Dzine shall not be liable to the Customer under this Contract for any:
(a) loss of profit;
(b) loss of revenue;
(c) loss of sales or business;
(d) loss of agreements or contracts;
(e) loss of opportunity;
(f) loss of anticipated savings;
(g) loss of or damage to goodwill;
(h) indirect or consequential loss or damage
in each case, however caused, even if foreseeable.
10.6 Unless the Customer notifies Dzine that it intends to make a claim in respect of any event within the notice period, Dzine shall no liability for that event. The notice period for an event shall start on the day when the Customer became or ought reasonably have become aware of the event having occurred and shall expire 30 days from that date. The notice must be in writing, served in accordance with clause 20 and must identify the event and the grounds for the claim in reasonable detail.
11. Termination
11.1 Dzine may terminate this Contract with immediate effect at any time before Delivery of the Furniture takes place by giving the Customer notice.
11.2 The Customer may terminate this Contract or give notice to postpone its performance at any time before Delivery commences by giving Dzine written notice. The Customer shall
pay Dzine, immediately upon giving notice, a cancellation/postponement fee calculated as follows:
Written notice to terminate
Cancellation / postponement fee payable
More than 21 days before the Delivery Date
25% of the Rental Payment(s) without the Discount applied
Less than 21 days before the Delivery Date
100% of the Rental Payment(s) without the Discount applied
11.3 Where clause 11.2 applies, Dzine shall be entitled to deduct the Rental Payment(s) from the Deposit.
11.4 Without affecting any other right or remedy available to it, Dzine may terminate this Contract with immediate effect by giving written notice to the Customer if:
(a) the Customer fails to pay any amount due under this Contract on the due date for payment and remains in default not less than 7 days after being notified in writing to make such payment;
(b) the Customer commits a material breach of any other term of this Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 5 days after being notified in writing to do so;
(c) the Customer suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 as if the words "it is proved to the satisfaction of the court" did not appear in sections 123(1)(e) or 123(2) of the IA 1986;
(d) the Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (being a company) for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer;
(e) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Customer other than for the sole
purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer;
(f) an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or an administrator is appointed, over the Customer (being a company);
(g) the holder of a qualifying floating charge over the assets of the Customer (being a company) has become entitled to appoint or has appointed an administrative receiver;
(h) a person becomes entitled to appoint a receiver over all or any of the assets of the Customer or a receiver is appointed over all or any of the assets of the Customer;
(i) a creditor or encumbrancer of the Customer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the Customer's assets and such attachment or process is not discharged within 14 days;
(j) any event occurs, or proceeding is taken, with respect to the Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 11.4(c) to clause 11.4(i) (inclusive); or
(k) the Customer suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business. 11.5 For the purposes of clause 11.4(b), material breach means a breach (including an anticipatory breach) that is serious in the widest sense of having a serious effect on the benefit which Dzine would otherwise derive from:
(a) a substantial portion of this Contract; or (b) any of the obligations set out in clause 8,
over the term of this Contract. In deciding whether any breach is material no regard shall be had to whether it occurs by some accident, mishap, mistake or misunderstanding.
11.6 This Contract shall automatically terminate if a Total Loss occurs in relation to the Furniture.
12. Consequences of termination
12.1 Upon termination of this Contract, however caused:
(a) Dzine's consent to the Customer's possession of the Furniture shall terminate and Dzine may, by its authorised representatives, without notice and at the Customer's expense, retake possession of the Furniture and for this purpose may enter the Delivery Location or any premises at which the Furniture is located; and
(b) without prejudice to any other rights or remedies of the Customer, the Customer shall pay to Dzine on demand:
(i) all Rental Payment(s) and other sums due but unpaid at the date of such demand together with any interest accrued pursuant to clause 5.7;
(ii) any costs and expenses incurred by Dzine in recovering the Furniture and/or in collecting any sums due under this Contract (including any storage, insurance, repair, transport, legal and remarketing costs). 12.2 Upon termination of this Contract pursuant to clause 11.1, any other repudiation of this Contract by the Customer which is accepted by Dzine or pursuant to clause 11.6, without prejudice to any other rights or remedies of Dzine, the Customer shall pay to Dzine on demand a sum equal to the whole of the Rental Payment(s) that would (but for the termination) have been payable if the agreement had continued from the date of such demand to the end of the Rental Period. 12.3 The sums payable pursuant to clause 12.2 may be partly or wholly recovered from any Deposit.
12.4 Termination or expiry of this Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.
13. Force majeure
13.1 Dzine shall not be in breach of this Contract nor liable for delay in performing, or failure to perform any of its obligations under this Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances Dzine shall be entitled to a reasonable extension of the time for performing such obligations.
13.2 As the Customer has the right to terminate this contract for convenience pursuant to clause 11.2, and has the ability to insure against losses in the event of the cancellation or postponement of an exhibition or event, it shall have no right to delay the performance of any of its obligations under this Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control to include the cancellation of any event or exhibition. In addition, it shall not be entitled to any reduction or rebate in the Rental Payment(s) save where clause 11.2 applies.
14. Confidential information
14.1 Each party undertakes that it shall not at any time during this Contract, and for a period of two years after termination of this Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party except as permitted by clause 14.2.
14.2 Each party may disclose the other party's confidential information:
(a) to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the party's obligations under this Contract. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 14; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
14.3 No party shall use any other party's confidential information for any purpose other than to perform its obligations under this Contract.
15. Assignment and other dealings
The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under this Contract.
16. Entire agreement
16.1 This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
16.2 Each party acknowledges that in entering into this Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Contract..
17. Variation
No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
18. No partnership or agency
18.1 Nothing in this Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
18.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person.
19. Third-party rights
19.1 Unless it expressly states otherwise, this Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Contract.
19.2 The rights of the parties to rescind or vary this Contract are not subject to the consent of any other person.
20. Notices
20.1 Any notice given to a party under or in connection with this Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office.
20.2 Any notice shall be deemed to have been received:
(a) if delivered by hand at the time the notice is left at the proper address; and
(b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service.
20.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
20.4 A notice given under this Contract is not valid if sent by email or fax.
21. Waiver
No failure or delay by a party to exercise any right or remedy provided under this Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
22. Rights and remedies
Except as expressly provided in this Contract, the rights and remedies provided under this Contract are in addition to, and not exclusive of, any rights or remedies provided by law.
23. Severance
23.1 If any provision or part-provision of this Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Contract. 23.2 If any provision or part-provision of this Contract is deemed deleted under clause 23.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
24. Governing law
This Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
25. Jurisdiction
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Contract or its subject matter or formation.
