The Green Company’s Standard Terms and Conditions of Sale
1 Interpretation
1.1 The definitions and rules of interpretation in this Condition 1 apply in these terms and conditions ("the Standard Terms and Conditions of Sale").
Consumables: any component used in the maintenance of the Goods which individually is considered to be consumed during normal wear and tear. .
Contract: the contract for the supply and purchase of the Goods and Services between you and us which is established on the terms set out in Condition 2.2 and on these Conditions.
Customer: the consumer who purchases the Goods and Services from the Supplier, and references to "you" or "your" are to the Customer.
Customer Information: all Documents, information and materials provided by you relating to the Services including (without limitation) information regarding:
(a) electricity supply to the Premises and your average electricity usage;
(b) occupation and usage of land neighbouring the Premises; and
(c) history of land usage and any historical, current or planned future land development or construction works on the Premises.
Delivery Date: has the meaning given to it in Condition 7.1.
Document: includes, without limitation, in addition to any document in writing, any drawing, map, plan, diagram, design, picture or other image, tape, disk or other device or record embodying information in any form.
Goods: the products that we are supplying to you under the Contract as set out in the Quotation.
Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
Premises: your property, to which the Goods shall be delivered and where certain of the Services will be provided.
Price List: our price list, as may be varied by us from time to time.
Quotation: the quotation for the Goods and Services sent to you by us.
Services: the services to be provided by us to you under the Contract as set out in the Quotation.
Supplier: The Green Company (Europe) Limited, a company registered in England and Wales (company no 05969880), with its registered address at Kings House, 14 Orchard Street, Bristol BS1 5EH, which is also its trading address, and references to "we", "our" and "us" are to the Supplier.
Supplier's Equipment: the equipment belonging to the Supplier or its agents, consultants or sub-contractors which is brought onto the Premises in order to provide the Services, which may include large vehicles and machinery.
Survey: our visit to the Premises to perform services under a separate Site Survey Contract.
Survey Report: the report created for you by us following the Survey under a separate Site Survey Contract.
VAT: value added tax chargeable under English law for the time being and any similar additional tax.
1.2 The Schedule forms part of the Contract.
1.3 Condition and Schedule headings shall not affect the interpretation of the Conditions and Schedule.
1.4 A person includes a natural person, and a corporate or unincorporated body (whether or not having separate legal personality).
1.5 A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
1.6 A reference to writing or written includes faxes but not e-mail.
1.7 Any obligation in the Contract on a person not to do something includes, without limitation, an obligation not to agree, allow, permit or acquiesce in that thing being done.
2 Basis of sale
2.1 These Conditions shall:
2.1.1 apply to and be incorporated into the Contract; and
2.1.2 prevail over any inconsistent terms or conditions contained, or referred to, in the Survey Report or Site Survey Contract, or your acceptance of the Quotation or any Document supplied by you, or (to the extent permitted by law) implied by trade custom, practice or course of dealing.
2.2 The Quotation sets out our offer to you to enter into a binding contract to provide the Goods and Services and that offer is accepted by you when:
2.2.1 we have received a copy of the Quotation which is signed by you; and
2.2.2 we have received your deposit payment, as set out in the Quotation, in cleared funds.
Upon fulfilment of both 2.2.1 and 2.2.2, a contract for the supply and purchase of the Goods and Services on these Conditions will be established ("the Contract").
2.3 The Quotation is issued on the basis that a binding contract shall only come into existence in accordance with Condition 2.2.  The Quotation is valid for a period of 15 days from its date, provided that we have not previously withdrawn it.
2.4 The Quotation is issued on the basis of Customer Information.  We do not accept liability for any loss caused by Customer Information which is wrong, deficient or negligently given.
2.5 You acknowledge that you have not relied on any statement, promise or representation made by or given on behalf of us which is not set out in these Conditions.  Nothing in these Conditions shall exclude or limit our liability for fraudulent misrepresentation.
2.6 These Conditions, the Quotation and the Price List set out the whole agreement between you and us for the supply of the Goods and the Services.  Please check that the details in the Conditions, the Quotation and the Price List are complete and accurate before you commit yourself to the Contract.  If you think that there is a mistake, please make sure that you ask us to confirm any changes in writing, as we only accept responsibility for statements and representations made in writing by our authorised employees and agents.  Please ensure that you read and understand these Conditions before you pay the deposit payment set out in the Quotation, because you will be bound by the Conditions once a contract comes into existence between us, in accordance with Condition 2.2.
2.7 Any samples, drawings, descriptions or advertising we issue, and any descriptions or illustrations contained in our Survey Report, catalogues or brochures, are issued or published solely to provide you with an approximate idea of the Goods they describe. They do not form part of the Contract between you and us or any other contract between you and us for the sale of the Goods.
2.8 If any of these Conditions are inconsistent with any term of the Quotation, the Quotation shall prevail.
2.9 We have the right to revise and amend these Conditions from time to time. You will be subject to the policies and terms in force at the time that you order the Goods from us, unless any change to those policies or these Conditions is required by law or government or regulatory authority, including any changes in the relevant industry standards covering the Goods, (in which case, it will apply to any Contract that has already been concluded).
3 Commencement and duration
3.1 The Contract comes into force in accordance with Condition 2.2.
3.2 Subject to earlier termination under Condition 16, the Contract shall be effective and continue until the Services have been performed.
4 Consumer protection and notice of your right to cancel
4.1 If you have entered into this Contract following a Survey conducted by us, you may have certain cancellation rights under The Cancellation of Contracts made in a Consumer's Home or Place of Work etc. Regulations 2008 and you will have been given a written notice of your right to cancel the Contract at the time of the Survey ("the Notice").
4.2 If this Condition 4 applies and you received such a Notice, the Notice will have informed you of your right to cancel the Contract and that you can exercise this right by delivering a cancellation notice to the Supplier at any time within the period of 7 days starting with the day of receipt of the Notice.  If you wish the performance of the Contract to begin before the end of the cancellation period, you must request this in writing.
5 The Premises
5.1 Unless you have notified us otherwise in writing, you represent and warrant that you are the sole legal and beneficial owner of the Premises and that you are fully entitled to request us to provide the Goods and Services, including installing the Goods on the Premises, without the consent of any third party.
5.2 You represent and warrant that access to the Premises from the maintained public highways and the layout of the Premises:
5.2.1 have not changed in any material way since the Survey; and
5.2.2 shall not change in any material way prior to the Delivery Date,
which change could affect the delivery of the Goods and the performance of the Services
If any material change is effected to the Premises, or access to the Premises from the maintained public highways is changed which may cause problems for the delivery of the Goods or the performance of the Services, we reserve the right to suspend the performance of this Contract until you have remedied the situation at your own cost so that performance is possible.
5.3 If the Construction (Design and Management) Regulations 2007 apply to the installation and use of the Goods on the Premises, we reserve the right to issue a revised Quotation and to charge additional fees.
6 The Goods
6.1 We shall use our reasonable endeavours to supply the Goods to you.  However, where the Goods identified in the Quotation are discontinued or are otherwise not available to supply we reserve the right to supply replacement Goods to you where such replacement Goods are fit for the purpose for which you seek to use the Goods.  Where it is necessary to supply such replacement Goods, we shall notify you in advance of the details of the replacement Goods.
6.2 We warrant that for a period of time as stated in the Quotation, commencing on the Delivery Date, the Goods shall:
6.2.1 conform in all material respects with the  specification provided by us;
6.2.2 be of satisfactory quality;
6.2.3 be fit for any purpose we say the Goods are fit for or for any reasonable purpose for which you use the Goods;
6.2.4 be free from material defects in design, material and workmanship; and
6.2.5 comply with all applicable statutory and regulatory requirements for selling the Goods in the United Kingdom.
6.3 For the avoidance of doubt, we do warrant that the Goods will generate any particular amount of electricity at your site, as this is highly dependent on the wind speeds and turbulence factors which vary from day to day, month to month and year to year.
6.4 The manufacturer may provide an additional warranty for the Goods.  Any such warranty is a matter between you and the manufacturer alone.  If the manufacturer does offer such a warranty, details of it will be set out in the Quotation and you shall follow the relevant instructions provided by the manufacturer in relation to this warranty.
6.5 The warranty set out in Condition 6.2 (and any warranty to which Condition 6.3 refers) is in addition to your legal rights in relation to Goods which are faulty or which otherwise do not conform with these Conditions. Advice about your legal rights is available from your local Citizens' Advice Bureau or trading standards office.
6.6 The warranty set out in Condition 6.2 does not apply to any defect in the Goods arising from your handling of the Goods (whether in off-loading the Goods upon delivery or otherwise), fair wear and tear, wilful damage, accident, negligence by you or any third party, if you use the Goods in a way that we do not recommend, your failure to follow our instructions or the instructions of the manufacturer(s) of the Goods, or any alteration or repair you carry out without our prior written approval.
6.7 We reserve the right to charge you in advance for any repair of Goods or replacement of Goods which is necessary, including any shipping fees and associated costs.  Once it has been confirmed that such repair or replacement is covered by warranty, we shall reimburse those charges to you.
6.8 Where you are responsible for off-loading the Goods upon delivery, you shall check that
6.8.1 the packaging of the Goods is intact and not obviously damaged; and
6.8.2 the Goods are not obviously damaged,
and, if there is any obvious damage, you shall report this to us immediately and, in any event, within 3 working days, commencing on the Delivery Date.
6.9 Where we are responsible for off-loading the Goods upon delivery, once the Goods are off-loaded you shall check that the Goods are not obviously damaged and, if there is any obvious damage, you shall report this to us immediately and, in any event, within 3 working days, commencing on the Delivery Date.
6.10 Whilst the Goods are stored on the Premises, being the time period from the Delivery Date until the Goods are installed on the Premises, you shall use your best endeavours to store the Goods safely and protect the Goods from any hazards, including using your best endeavours to ensure that the Premises are secure and that the Goods are not at risk of vandalism, theft or other damage.
6.11 The Goods supplied by us should be treated as engineering plant and should be treated with extreme care.  The Goods are dangerous and can cause serious personal injury and death if not handled correctly and by suitably qualified personnel.
6.12 The power generated by the Goods can cause electric shock, burning and serious personal injury or death and you should treat all electrical parts as potentially lethal, as you would with 'mains' electricity in your home.
6.13 Children should not be allowed to have contact with the Goods.
6.14 Once installed, the Goods must not be disconnected from the electricity supply other than by us or by a suitably qualified engineer.  If they are disconnected other than by us or by a suitably qualified engineer, this could result in the Goods breaking, electrocution, personal injury and even death, and this will invalidate the warranty.
6.15 Once the Goods are installed, you shall continue to use your best endeavours to ensure that the Premises are secure and that the Goods are not vandalised or otherwise damaged.
7 Delivery
7.1 We will deliver the Goods to you on the date which we notify to you ("the Delivery Date").  You agree that you shall accept delivery on the Delivery Date. 
7.2 We shall inform notify you of the Delivery Date, or the period of time in which the Delivery Date is likely to fall, as far in advance as reasonably possible.
7.3 If you fail to take delivery of the Goods on the Delivery Date, then, except where this failure is caused by our failure to comply with these Conditions or by an event beyond your control, we may resell or otherwise dispose of part or all of the Goods.
7.4 If we are not able to deliver all of the Goods at one time due to operational reasons or shortage of stock, we will deliver the Goods in instalments. We will not charge you extra delivery costs for this. If we are late delivering an instalment or one instalment is faulty, that will not entitle you to cancel any other instalment.
8 Defective Goods
8.1 In the unlikely event that the Goods do not conform in all material respects with the  specification provided by us or with these Conditions, we will at our discretion:
8.1.1 replace the Goods; or
8.1.2 repair the Goods.
8.2 These Conditions will apply to any repaired or replacement Goods we supply to you.  However, the warranty period in respect of repaired or replacement Goods expires on the date on which the warranty period in respect of the relevant original Goods expires.
9 Title and risk
9.1 Ownership of the Goods will pass to you from the date on which we receive in cleared funds your payment of the instalment of the total price for the Goods and Services that is required to be paid immediately prior to shipment of the Goods, as set out in the Quotation
9.2 Notwithstanding Condition 9.1, until payment in full for the Goods and Services has been received by us in cleared funds, you agree that you shall not alter, sell, mortgage, charge or enter into any other arrangements under which rights in the Goods are granted to any third party.  Once we receive payment in full for the Goods and Services in cleared funds, we shall provide you with the commissioning paperwork, but this paperwork will not be released by us until this time.
9.3 Risk in the Goods passes to you upon title passing pursuant to Condition 9.1. 
10 Our obligations
10.1 We shall deliver the Goods to you and provide the Services as set out in the Quotation.
11 No representation or warranty
11.1 We do not represent or warrant that any of the Services which involve the seeking of permissions in relation to the supply, installation and operation of the Goods, such as planning permission from the relevant Local Authority or permissions or approvals in relation to the MoD or CAA, shall be successful and you acknowledge this when you enter into this Contract.
12 Maintenance
12.1 Where the Services include services to maintain the Goods, the price of those particular Services, as set out in the Quotation, does not include:
12.1.1 any maintenance services other than those Services set out in the Quotation; or
12.1.2 any components other than Consumables; or
12.1.3 more than one planned maintenance visit in any one year; or
12.1.4 more than two unplanned maintenance visits in any one year.
12.2 Where the Services include services to maintain the Goods, our obligation to provide those Services does not extend to any maintenance to the Goods which is necessary arising from wilful damage, accident, negligence by you or any third party, your use of the Goods in a way that we do not recommend, your failure to follow our instructions or the instructions of the manufacturer(s) of the Goods, or any alteration or repair you carry out without our prior written approval.
13 Your obligations
13.1 You shall:
13.1.1 co-operate with us in all matters relating to the Goods and the Services;
13.1.2 conduct (or have conducted) all necessary tests to ensure that the foundation meets the specification provided sufficient for the Goods to be installed and used for their intended purpose;
13.1.3 be responsible for obtaining and paying for all necessary permissions, licences, consents or approvals, such as planning permission from the relevant Local Authority and any necessary permissions or approvals from the MoD or CAA, for the Goods to be installed on the Premises and any other Services to be performed;
13.1.4 where you are seeking necessary permissions directly yourself, or using an agent, keep us informed of the progress of such permission applications and be responsible for all requirements and obligations connected with such permission applications.  When any such applications have been granted, you shall immediately provide us with copies of the original documents confirming the grant of such permissions and approvals;
13.1.5 where you are seeking necessary permissions directly yourself, or using an agent, you shall pursue all possible appeal procedures available if any applications for necessary permissions are unsuccessful and use best endeavours to secure positive results in all appeal procedures, including (i) amending those applications to seek permission for the installation of alternative Goods of a lower height than the original Goods set out in the Quotation down to a height of 15 metres and (ii) using best endeavours to secure positive results for any such amended applications.  This Condition 13.1.5 does not extend to seeking permission for alternative Goods of a height lower than 15 metres;
13.1.6 where we are seeking necessary permissions on your behalf, be responsible for commissioning and paying for any additional studies, reports, works and other services which are required in order for permissions to be granted, including, but not limited to, environmental impact assessments, biodiversity studies, noise studies and visual impact assessments;
13.1.7 where we are seeking necessary permissions on your behalf, pay for any additional fees and services which are necessary, including in relation to the discharge of planning conditions and any appeals;
13.1.8 where you are excavating and constructing the foundations and / or cable trenching for the Goods yourself or using a third party, prepare these to the exact specification provided by us and you shall, at least 7 days before the Delivery Date, provide us with a copy of the specification signed by you to confirm that the specification has been accurately complied with;
13.1.9 where we are excavating and constructing the foundations and / or cable trenching for the Goods, pay any additional costs which are incurred by us due to the ground conditions of the Premises being poor, including paying for the removal of obstacles, contamination, or any other works necessary;
13.1.10 where you are using third parties to off-load the Goods from the vehicle on which they are delivered, ensure that the Goods are off-loaded by suitably qualified personnel, using suitable equipment, and with utmost care;
13.1.11 provide us, our agents, subcontractors, consultants and employees with safe and unobstructed access to the Premises in order to deliver the Goods and to provide the Services;
13.1.12 where necessary, arrange in advance of the Delivery Date, and any other dates on which we need to access the Premises to provide the Services, for us, our agents, subcontractors, consultants and employees to have access to any roadways, land or buildings bordering the Premises which is owned by third parties and which access is necessary in order for us to deliver the Goods and to provide the Services;
13.1.13 provide us with such Customer Information which is necessary in order for us to provide the Services and you shall ensure that such information is accurate in all material respects;
13.1.14 provide us, our agents, subcontractors, consultants and employees with free access at the Premises to an electricity supply, water supply and other utilities in order for us to supply the Goods and provide the Services and provide us, our agents, subcontractors, consultants and employees with access to toilet and washing facilities whilst on the Premises;
13.1.15 be responsible for preparing the Premises for the supply of the Goods and the Services, including identifying, monitoring, removing and disposing of any hazardous materials on the Premises in accordance with all applicable laws, before the Delivery Date and on any other dates on which we need to access the Premises to provide the Services; and
13.1.16 inform us of any bye laws, planning restrictions, health and safety rules and regulations and any other requirements that apply at the Premises or in the surrounding locality.
13.2 If our performance of our obligations under the Contract is prevented or delayed by any act or omission of yours, we shall not be liable for any costs, charges or losses sustained or incurred by you arising directly or indirectly from such prevention or delay.
13.3 You shall be liable to pay to us, on demand, all reasonable costs, charges or losses sustained or incurred by us (including, without limitation, legal costs, any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property and those arising from injury to or death of any person and loss of opportunity to deploy resources elsewhere) arising directly or indirectly from your fraud, negligence, failure to perform or delay in the performance of any of your obligations under the Contract.
14 Fees and payment
14.1 You shall make payments in accordance with the schedule of due dates for payments set out in the Quotation. 
14.2 Subject to Condition 14.5, the price of the Goods and Services will be as set out in the Quotation.
14.3 You acknowledge that:
14.3.1 the supply of the Goods and Services is an emerging industry and the relevant technology and regulatory regime is developing and changing very quickly;
14.3.2 the nature of the Goods, including their size, complexity and high value, means that the average lead time on the ordering of such Goods is long and the Goods are unlikely to be delivered within one year from the date the Contract is formed (in accordance with Condition 2.2) and that the Goods may take considerably longer than one year to be delivered;
14.3.3 the Delivery Date is dependent upon, amongst other factors, the output of the Goods manufacturers and the timelines of the planning permission process;
14.3.4 there may be changes in the manufacturers of the most reliable and efficient Goods over time and we may change the manufacturers we source the Goods from over time; and
14.3.5 the price of the Goods payable to the manufacturer by us is liable to increase over time, due to a number of factors including fluctuating raw material costs (principally steel), exchange rates and inflation.
14.4 Where the Goods are delivered and installed:
14.4.1 within 3 months after the award of planning permission for the installation of the Goods on the Premises; or
14.4.2 more than 3 months after the award of planning permission for the installation of the Goods on the Premises but the delay beyond 3 months is caused by our failure to comply with these Conditions,
the price of the Goods and Services will be as set out in the Quotation. 
14.5 Subject to Condition 14.4.2, where the Goods are not delivered and installed within 3 months after the award of planning permission for the installation of the Goods on the Premises, we reserve the right to increase the price of the Goods set out in the Quotation on top of any increase in price due to inflation in line with the Retail Price Index and by up to an additional 10% of the originally quoted price commensurate with:
14.5.1 increases in our input costs; and
14.5.2 
exchange rate fluctuations between the currency in which we pay for the Goods and UK Sterling.
In these limited circumstances, we reserve the right to charge you the increased price, as notified to you.
14.6 The Quotation states the amount of VAT due and payable. However, if the rate of VAT changes between the date of the Quotation and the Delivery Date, we will adjust the VAT you pay, unless you have already paid for the Goods in full before the change in the rate of VAT takes effect.
14.7 The price set out in the Quotation includes delivery costs.
14.8 Payments are payable by:
14.8.1 cheque made payable to The Green Company (Europe) Limited; or
14.8.2 BACS, to the bank account set out in the Quotation; or
14.8.3 debit or credit card payment.
14.9 Any payment by cheque should be sent to The Green Company (Europe) Ltd, Kings House, 14 Orchard Street, Bristol BS1 5EH.
14.10 If you pay by credit card, we reserve the right to pass on credit card charges to you.
14.11 If we do not receive any payment due to us in cleared funds by the due date for payment (as set out in the Quotation), we may charge interest to you on the overdue amount at the rate of 8% a year above the base lending rate of Lloyds TSB Bank from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay us interest together with the overdue amount.  Notwithstanding this Condition, we may in the alternative claim interest at our discretion under the Late Payment of Commercial Debts (Interest) Act 1998.
14.12 Without limiting any other remedies or rights that we may have, if you do not pay us on time, we may cancel or suspend the Quotation until you have paid the outstanding amounts.
14.13 We may, without prejudice to any other rights we may have, set off any liability of yours to us against any liability of ours to you.
15 Limitation of liability - YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CONDITION
15.1 This Condition 15 sets out our entire financial liability (including any liability for the acts or omissions of our employees, agents, consultants and subcontractors) to you in respect of:
15.1.1 any breach of the Contract including any deliberate breach of this Contract by us or our employees, agents or subcontractors;
15.1.2 any use made by you of the Goods and the Services, or any part of them; and 
15.1.3 any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Contract.
15.2 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
15.3 Nothing in these Conditions limits or excludes our liability:
15.3.1 for death or personal injury resulting from negligence; or
15.3.2 for any damage or liability incurred by you as a result of fraud or fraudulent misrepresentation by us; or
15.3.3 any breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
15.3.4 losses for which it is prohibited by section 7 of the Consumer Protection Act 1987 to limit liability; or
15.3.5 or for any other matter for which it would be illegal for us to exclude or attempt to exclude our liability.
15.4 Subject to Condition 15.2 and Condition 15.3:
15.4.1 we shall not be liable to you for any:
(a) loss of profit, including profits anticipated by you from the sale of surplus electricity to the National Grid or otherwise; or
(b) loss of bargain; or
(c) loss of business; or
(d) damage to reputation and/or similar losses; or
(e) loss of anticipated savings, including savings anticipated by you from the generation of electricity by a wind turbine on the Premises; or
(f) loss of goods; or
(g) loss of contract; or
(h) loss of use; or
(i) any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses;
15.4.2 opinions, recommendations and estimates expressed in the Survey Report are provided in good faith, with no warranty or representation as to their accuracy or completeness, and we shall not be liable for any loss resulting from reliance placed by you upon the Survey Report;
15.4.3 we shall not be liable for any loss resulting from inaccurate or negligently given Customer Information;
15.4.4 we shall not be liable for any infringement of Intellectual Property Rights arising in relation to the Goods supplied or the Services provided under this Contract; and
15.4.5 our total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance, or contemplated performance, of the Contract shall be limited to the price of the Goods and Services as set out in the Quotation.
16 Termination of Contract
16.1 If planning permissions or other consents or approvals which are necessary for the installation and use of the Goods are not obtained following any appeal proceedings, this Contract shall terminate automatically.  In that event
, we shall sell your allocated turbine to the next customer and refund to you the deposit payment, and any other payments made by you to us under the Contract, less the price of the Services which have been performed up until that point and any other costs reasonably incurred by us in the performance of those Services.  If the price of the Services which have been performed up until that point and any other costs reasonably incurred by us in the performance of those Service are equal to or exceed the deposit payment, we shall retain the entire deposit payment
.
16.2 You may terminate this Contract and will be entitled to a refund of all monies paid by you under this Contract only if (other than as a result of your default) we have not delivered the Goods to you within 2 years following the date of this Contract (in accordance with Condition 2.2).
16.3 On expiry or termination of the Contract, the following Conditions shall survive and continue in full force and effect:
16.3.1 Condition 14;
16.3.2 Condition 15;
16.3.3 Condition 16; and
16.3.4 Condition 25.
17 Force majeure
17.1 We shall have no liability to you under the Contract if we are prevented from, or delayed in, performing our obligations under the Contract or from carrying on our business by acts, events, omissions or accidents beyond our reasonable control, including (without limitation) obstructed access or impossibility of access to the Premises and/or neighbouring properties, strikes, lock-outs or other industrial disputes (whether involving our workforce or that of any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, changes in the relevant industry standards, accident, breakdown of vehicles or equipment, fire, flood, storm or default of suppliers or subcontractors.
18 Variation
18.1 We may, from time to time and without notice, change the Services in order to comply with any applicable safety or statutory requirements, provided that such changes do not materially affect the nature or the scope of the Services. We may, from time to time, change the Services, provided that such changes do not materially affect the nature or quality of the Services and, where practicable, we will give you prior notice of any change.
18.2 Subject to condition 18.1, no variation of the Contract or these Conditions shall be valid unless it is expressly agreed in writing and signed by us.
19 Waiver
19.1 A waiver by us of any right of ours under the Contract is only effective if it is in writing, and it applies only to the circumstances for which it is given. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that (or any other) right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that (or any other) right or remedy.
19.2 Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.
20 Severance
20.1 If any provision of the Contract (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of the Contract, and the validity and enforceability of the other provisions of the Contract shall not be affected.
20.2 If a provision of the Contract (or part of any provision) is found illegal, invalid or unenforceable, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
21 Entire agreement
21.1 The Contract constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter.
21.2 Each party acknowledges that, in entering into the Contract, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) (other than for breach of contract).
21.3 Nothing in these Conditions shall limit or exclude any liability for fraud.
22 Assignment
22.1 You shall not, without our prior written consent, assign or otherwise transfer all or any of your rights or obligations under the Contract.
22.2 We may assign, transfer, subcontract or delegate in any manner any or all of our rights or obligations under the Contract to any third party or agent.
23 No partnership or agency
23.1 Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between the parties, nor constitute either party the agent of another party for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.
24 Rights of third parties
24.1 A person who is not a party to the Contract shall not have any rights under or in connection with it.
25 Governing law and jurisdiction
25.1 The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, the law of England and Wales.
25.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of, or in connection with, the Contract or its subject matter or formation (including non-contractual disputes or claims).