Terms and Conditions
1. OPERATIVE PROVISIONS
1.1 Definitions and Interpretation
In the Agreement the following respective definitions apply:
The written contract comprising the Conditions and the Order
A day (other than a Saturday, Sunday or public holiday) when banks in the city of London are open for business
The terms and conditions (including the Schedule) set out in this document as amended from time to time in accordance with Clause 16.5
The products (or any part of them) described in the Order
A written order placed by you on the Website for the Products
Any event or circumstance beyond our reasonable control, including default by you, insolvency of suppliers, accident, inability to obtain products, licences or services from third party suppliers (despite using best endeavours to obtain), laws and regulations or intervention by any authority of competent jurisdiction, fire, flood or any other disaster, industrial dispute affecting a third party for which a substituting third party is not reasonably available
Value added tax or any similar sales tax
The website operated from www.phd.com
The date of termination of the Agreement howsoever caused
1.2 In the Agreement (except where the context otherwise requires):
1.2.1 A reference to a "Clause" or " Schedule" is to a clause of or schedule to the Agreement;
1.2.2 Headings are for convenience and shall not affect the interpretation of the Agreement;
1.2.3 Use of the singular includes the plural and vice versa, and use of any gender includes the other genders;
1.2.4 References to "persons" include natural persons, firms, partnerships, companies, corporations, associations, organisations, governments, states, foundations and trusts (in each case whether or not having separate legal personality);
1.2.5 References to legislation are to that legislation as amended, extended or re-enacted from time to time;
1.2.6 "including", "include" and "in particular" shall be interpreted with the words "without limit" after them;
1.2.7 If there is a contradiction between any Clause and the Schedule the former shall take precedence;
1.2.8 References to "writing" or "written" include faxes and email, and "notify" means "serve notice";
1.2.9 References to "you" and "your" are to the person to whom the Products are (or are to be) supplied;
1.2.10 Any reference to an English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to include a reference to what most nearly approximates to the English legal term in that jurisdiction;
1.2.11 References to a document are to that document as varied or novated (in each case, other than in breach of the provisions of the Agreement) at any time;
1.2.12 Any obligation on a Party not to do something includes an obligation not to allow that thing to be done;
1.2.13 A "Party" means either party to the Agreement and includes (and the Agreement shall be binding on and inure to the benefit of) the successor(s)-in-title to the whole or a substantial part of its undertaking and its permitted assignees (if any).
2. INFORMATION ABOUT US AND HOW TO CONTACT US
2.1 Who we are. We are PhD Nutrition Limited, a division of Science in Sport PLC a private company limited by shares incorporated in England and Wales (company number 2742833) the address of whose registered office is 2nd Floor, 16-18 Hatton Garden, Farringdon, London EC1N 8AT, United Kingdom ("we", "us", "our"). Our registered VAT number is 170 1746 25.
2.2 How to contact us. You can contact us by telephoning our customer service team at +44 1482 610020, 9.00am - 5.00pm UK time on business days. For other jurisdictions please refer to the support hours on our website. You can also write to us at [email protected] or at PhD Nutrition Ltd. Albion Mills Suites, Great Gutter Lane, Willerby, Hull, East Yorkshire, HU10 6DN
2.3 How we may contact you. If we have to contact you we will do so by telephone or by writing to you at the email address or postal address that you provided to us in the Order.
3. OUR AGREEMENT WITH YOU
3.1 Basis of the Agreement. The Conditions apply to the Agreement to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing and you hereby irrevocably waive any right that you might otherwise have to rely on any term endorsed upon, delivered with our contained in any other documents that are inconsistent with these Conditions.
3.2 The Order. The Order constitutes an offer by you to purchase the Products in accordance with the Conditions. You are responsible for ensuring that the terms of the Order are complete and accurate.
3.3 How we will accept the Order. Our acceptance of the Order will take place on dispatch of the Products that are the subject of the Order, at which point the Agreement will come into existence between you and us.
3.4 If we cannot accept the Order. If we are unable to accept the Order, we will notify you of this and will not charge you for the Products. If payment has already been taken we will refund the payment.
3.5 The Order number. We will assign an order number to the Order and tell you what it is when we take payment. It will help us if you can tell us the Order number whenever you contact us about the Order.
4. OUR PRODUCTS
4.1 Products may vary slightly from their pictures. The images of the Products on the Website are for illustrative purposes only and are produced for the sole purpose of giving an approximate idea of the Products referred to in them. Although we have made every effort to display the colours accurately, we cannot guarantee that a device's display of the colours accurately reflects the colour of the Products. Your Product may vary slightly from those images. The images of the Products on the Website shall not form part of the Agreement or have any contractual force.
4.2 Our warranty. We warrant that on delivery the Products shall:
4.2.1 conform with their description on the Website; and
4.2.2 be free from material defects in design, material and workmanship; and
4.2.3 be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).
4.3 Product replacement. Subject to Clause 4.4, if:
4.3.1 you give notice to us within a reasonable time of discovery that some or all of the Products do not comply with the warranty set out in Clause 4.2;
4.3.2 we are given a reasonable opportunity to examine such Products; and
4.3.3 you (if asked to do so by us) promptly return such Products to our place of business at your own cost.
4.4 Liability. We shall not be liable for the Products' failure to comply with the warranty set out in Clause 4.2 in any of the following events:
4.4.1 you make any further use of the Products after giving notice in accordance with Clause 4.3;
4.4.2 the defect arises because you failed to follow our oral or written instructions as to the storage, commissioning, use and maintenance of the Products or (if there are none) good trade practice regarding the same;
4.4.3 you alter or repair such Products without our written consent;
4.4.4 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
4.4.5 the Products differ from their description on the Website as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
4.5 Product packaging may vary. The packaging of the Products may vary from that shown in images on the Website.
5. YOUR RIGHT TO MAKE CHANGES
If you wish to make a change to the Product you have ordered please contact us. We will let you know if the change is possible. If it is possible we will let you know about any changes to the price of the Product, the timing of supply or anything else which would be necessary as a result of your requested change and ask you to confirm whether you wish to go ahead with the change. If we cannot make the change or the consequences of making the change are unacceptable to you, you may want to end the Agreement (see Clause 8 - Your rights to end the Agreement).
6. OUR RIGHTS TO MAKE CHANGES
6.1 Minor changes to the Products. We may change the Products to reflect changes in relevant laws and regulatory requirements.
6.2 More significant changes to the Products. If we need to make any other changes to the Products, we will notify you and you may then contact us to end the Agreement before the changes take effect and receive a refund for any Products paid for but not received.
7. PROVIDING THE PRODUCTS
7.1 Delivery costs. The costs of delivery will be as displayed to you on the Website.
7.2 When we will provide the Products. We will deliver the Products to you as soon as reasonably possible and in any event within 30 days after the day on which we accepted the Order.
7.3 We are not responsible for delays outside our control. If our supply of the Products is delayed by an event outside our control then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused by the event, but if there is a risk of substantial delay you may contact us to end the Agreement and receive a refund for any Products that you have paid for but not received.
7.4 If you are not at home when the Products are delivered. If no one is available at your address to take delivery and the Products cannot be posted through your letterbox, our delivery partner will leave you a note informing you of how to rearrange delivery or collect the Products from a local depot.
7.5 If you do not re-arrange delivery. If you do not collect the Products from us as arranged or if, after a failed delivery to you, you do not re-arrange delivery or collect them from a delivery depot we will contact you for further instructions and may charge you for storage costs and any further delivery costs. If, despite our reasonable efforts, we are unable to contact you or re-arrange delivery or collection we may end the Agreement and Clause 10.2 will apply.
7.6 Packaging materials. If we require you to return any packaging materials to us, we will ensure that this is clearly stated on the delivery note. You shall make any such packaging materials available for collection as such times as we may reasonably request. Returns of packaging materials shall be at our own expense.
7.7 Your legal rights if we deliver Products late. You have legal rights if we deliver any Products late. If we miss the delivery deadline for any Products then you may treat the Agreement as at an end straight away if any of the following apply:
7.7.1 we have refused to deliver the Products;
7.7.2 delivery within the delivery deadline was essential (taking into account all the relevant circumstances); or
7.7.3 you told us before we accepted the Order that delivery within the delivery deadline was essential.
7.8 Ending the Agreement for late delivery. If you choose to treat the Agreement as at an end for late delivery under Clause 7.8, you can cancel the Order for any of the Products or reject Products that have been delivered. If you wish, you can reject or cancel the Order for some of those Products (not all of them), unless splitting them up would significantly reduce their value. After that we will refund any sums you have paid to us for the cancelled Products and their delivery. If the Products have been delivered to you, you must either return them in person to where you bought them, post them back to us or (if they are not suitable for posting) allow us to collect them from you. We will pay the costs of postage or collection. Please call customer services on +44 1482 610020, 9:00am - 5:00 pm, on Business Days or email us at [email protected] for a return label or to arrange collection.
7.9 When you become responsible for the Products. A Product will be your responsibility from the time we deliver it to the address you gave us or you or a carrier organised by you collect it from us.
7.10 When you own Products. You own a Product once we have dispatched.
7.11 Reasons why we may suspend the supply of Products to you. We may have to suspend the supply of a Product to:
7.11.1 deal with technical problems or make minor technical changes;
7.11.2 update it to reflect changes in relevant laws and regulatory requirements;
7.11.3 make changes to it as requested by you or notified by us to you (see Clause 6).
7.12 Your rights if we suspend the supply of Products. We will contact you in advance to tell you we will be suspending supply of the Product, unless the problem is urgent or an emergency. If we have to suspend the Product for longer than 14 days in any 30-day period we will adjust the price so that you do not pay for Products while they are suspended. You may contact us to end the Agreement for a Product if we suspend it, or tell you we are going to suspend it, in each case for a period of more than 14 days and we will refund any sums you have paid in advance for the Product in respect of the period after you end the Agreement.
7.13 We may also suspend supply of the Products if you do not pay. If you do not pay us for the Products when you are supposed to (see Clause 12.4) and you still do not make payment within 7 days of us reminding you that payment is due, we may suspend supply of the Products until you have paid us the outstanding amounts. We will contact you to tell you we are suspending supply of the Products. We will not charge you for the Products during the period for which they are suspended.
8. YOUR RIGHTS TO END THE AGREEMENT
8.1 You can always end the Agreement. Your rights when you end the Agreement will depend on what you have bought, whether there is anything wrong with it, how we are performing and when you decide to end the Agreement:
8.1.1 If what you have bought is faulty or misdescribed you may have a legal right to end the Agreement (or to get the Product repaired or replaced or a service re-performed or to get some or all of your money back), see Clause 11.
8.1.2 If you want to end the Agreement because of something we have done or have told you we are going to do,see Clause 8.2.
8.1.3 If you have just changed your mind about the Product, see Clause 8.3. You may be able to get a refund if you are within the cooling-off period, but this may be subject to deductions and you will have to pay the costs of its return;
8.1.4 In all other cases (if we are not at fault and there is no right to change your mind), see Clause 8.7.
8.2 Ending the Agreement because of something we have done or are going to do. If you are ending the Agreement for a reason set out at Clauses 8.2.1 to 8.2.5 below the Agreement will end immediately and we will refund you in full for any products which have not been provided and you may also be entitled to compensation. The reasons are:
8.2.1 we have told you about an upcoming change to the Product or these terms which you do not agree to (see Clause 6.2);
8.2.2 we have told you about an error in the price or description of the Product you have ordered and you do not wish to proceed;
8.2.3 there is a risk that supply of the Products may be significantly delayed because of events outside our control;
8.2.4 we have suspended supply of the products for technical reasons, or notify you we are going to suspend them for technical reasons, in each case for a period of more than 14 days; or
8.2.5 you have a legal right to end the Agreement because of something that we have done wrong.
8.3 Exercising your right to change your mind (Consumer Contracts Regulations 2013). For most products bought online you have a legal right to change your mind within 14 days and receive a refund. These rights, under the Consumer Contracts Regulations 2013, are explained in more detail in these Conditions.
8.4 When you don't have the right to change your mind. You do not have a right to change your mind in respect of:
8.4.1 products sealed for health protection or hygiene purposes, once these have been unsealed after you receive them;
8.4.2 any products which become mixed inseparably with other items after their delivery.
8.5 How long do I have to change my mind? How long you have depends on how the Order is delivered.
You have 14 days after the day you (or someone you nominate) receives the Products, unless:
8.5.1 They are split into several deliveries over different days . In this case you have until 14 days after the day you (or someone you nominate) receives the last delivery to change your mind about the Products.
8.5.2 They are for regular delivery over a set period. In this case you have until 14 days after the day you (or someone you nominate) receives the first delivery of the Products.
8.6 Ending the Agreement where we are not at fault and there is no right to change your mind. Even if we are not at fault and you do not have a right to change your mind (see Clause 8.1), you can still end the Agreement before it is completed. The Agreement is completed when the Products are delivered and paid for. If you want to end the Agreement in these circumstances, contact us to let us know. The Agreement will not end until one calendar month after the day on which you contact us. We will refund any advance payment you have made for Products which will not be provided to you. For example, if you tell us you want to end the Agreement on 4 February we will continue to supply the Products until 3 March. We will only charge you for supplying the product up to 3 March and will refund any sums you have paid in advance for the supply of the Products after 3 March.
9. HOW TO END THE AGREEMENT WITH US (INCLUDING IF YOU HAVE CHANGED YOUR MIND)
9.1 Tell us you want to end the Agreement. To end the Agreement with us, please let us know by doing one of the following:
9.1.1 Phone or email. Call customer services on +44 1482 610020, 9:00 am - 5:00pm, on Business Days or email us at [email protected] Please provide your name, home address, details of the Order and, where available, your phone number and email address.
9.1.2 By post. Print off the form at the Schedule and post it to us at the address on the form or write to us at that address, including details of what you bought, when you ordered or received it and your name and address.
9.2 Returning Products after ending the Agreement. If you end the Agreement for any reason after Products have been dispatched to you or you have received them, you must return them to us. You must either return them by posting them back to us at PhD Nutrition Ltd. Albion Mills Suites, Great Gutter Lane, Willerby, Hull, East Yorkshire, HU10 6DN or (if they are not suitable for posting) allow us to collect them from you. Please call customer services on +44 1482 610020, 9am – 5pm (GMT), on Business Days or email us at [email protected] for a return label or to arrange collection. If you are exercising your right to change your mind you must send off the Products within 14 days of telling us you wish to end the Agreement.
9.3 When we will pay the costs of return. We will pay the costs of return:
9.3.1 if the Products are faulty or misdescribed;
9.3.2 if you are ending the Agreement because we have told you of an upcoming change to the Products or the Agreement, an error in pricing or description, a delay in delivery due to events outside our control or because you have a legal right to do so as a result of something we have done wrong; or
9.3.3 if you are exercising your right to change your mind.
In all other circumstances you must pay the costs of return.
9.4 What we charge for collection . If you are responsible for the costs of return and we are collecting the Products from you, we will charge you the direct cost to us of collection.
9.5 How we will refund you . We will refund you the price you paid for the Products including delivery costs, by the method you used for payment. However, we may make deductions from the price, as described below.
9.6 Deductions from refunds if you are exercising your right to change your mind.
9.6.1 We may reduce your refund of the price (excluding delivery costs) to reflect any reduction in the value of the Products, if this has been caused by your handling them in a way which would not be permitted in a shop. If we refund you the price paid before we are able to inspect the Products and later discover you have handled them in an unacceptable way, you must pay us an appropriate amount.
9.6.2 The maximum refund for delivery costs will be the costs of delivery by the least expensive delivery method we offer. For example, if we offer delivery of a Product within 3-5 days at one cost but you choose to have it delivered within 24 hours at a higher cost, then we will only refund what you would have paid for the cheaper delivery option.
9.7 When your refund will be made. We will make any refunds due to you as soon as possible. If you are exercising your right to change your mind then:
9.7.1 If we have not offered to collect the Products, a refund will be made within 14 days from the day on which we receive the Products back from you or, if earlier, the day on which you provide us with evidence that you have sent them back to us. For information about how to return a Product to us, see Clause 9.2.
9.7.2 In all other cases, your refund will be made within 14 days of your telling us you have changed your mind.
10. OUR RIGHTS TO END THE AGREEMENT
10.1 We may end the Agreement if you breach it. We may end the Agreement at any time by notice to you if:
10.1.1 you do not, within a reasonable time, allow us to deliver the Products to you or collect them from us; or
10.1.2 you do not, within a reasonable time, allow us access to your premises to supply the services.
10.2 You must compensate us if you breach the Agreement. If we end the Agreement in the situations set out in Clause 10.1 we will refund any money you have paid in advance for Products that we have not provided but we may deduct or charge you reasonable compensation for the net costs we will incur as a result of your breaking the Agreement.
10.3 We may withdraw the Product. We may write to you to let you know that we are going to stop providing the Products. We will let you know at least 14 days in advance of our stopping the supply of the Products and will refund any sums you have paid in advance for Products which will not be provided.
11. IF THERE IS A PROBLEM WITH THE PRODUCT
11.1 How to tell us about problems. If you have any questions or complaints about the product, please contact us. You can telephone our customer service team at +44 1482 610020, 9am - 5pm (GMT/BST as appropriate) on Business Days or email us at [email protected]
11.2 Summary of your legal rights. We are under a legal duty to supply products that are in conformity with the Agreement. See the box below for a summary of your key legal rights in relation to the Products. Nothing in the Agreement will affect your legal rights.
Summary of your key legal rights
This is a summary of your key legal rights. These are subject to certain exceptions. For detailed information please visit the Citizens Advice website www.adviceguide.org.uk or call 03454 04 05 06.
The Consumer Rights Act 2015 says goods must be as described, fit for purpose and of satisfactory quality. During the expected lifespan of your product your legal rights entitle you to the following:
up to 30 days: if your goods are faulty, then you can get an immediate refund.
up to six months: if your goods can't be repaired or replaced, then you're entitled to a full refund, in most cases.
up to six years: if your goods do not last a reasonable length of time you may be entitled to some money back.
See also Clause 8.3.
See also Exercising your right to change your mind (Consumer Contracts Regulations 2013).
11.3 Your obligation to return rejected Products. If you wish to exercise your legal rights to reject Products you must either return them to us or (if they are not suitable for posting) allow us to collect them from you. We will pay the costs of postage or collection.
12. PRICE AND PAYMENT
12.1 Where to find the price for the Product. The price of the Product (which includes VAT but does not include packing and transport) will be the price indicated on the order pages of the Website when you placed the Order. We take all reasonable care to ensure that the price of the product notified to you is correct. However please see Clause 12.3 for what happens if we discover an error in the price of the Product you order.
12.2 We will pass on changes in the rate of VAT. If the rate of VAT changes between the Order date and the date we supply the Product, we will adjust the rate of VAT that you pay, unless you have already paid for the Product in full before the change in the rate of VAT takes effect.
12.3 What happens if we got the price wrong. It is always possible that, despite our best efforts, some of the Products we sell may be incorrectly priced. We will normally check prices before accepting the Order so that, where the Product's correct price at the Order date is less than our stated price at the Order date, we will charge the lower amount. If the product's correct price at the Order date is higher than the price stated to you, we will contact you for your instructions before we accept the Order.
12.4 When you must pay and how you must pay. Please ensure that the expiry date of your payment card is after the anticipated dispatch date of the Order. Payment is taken at the point of order of the Products and in the event that the payment card has expired we will be unable to take payment and fulfil the Order.
13. STANDARD PROMOTIONS
13.1 Using promotional codes. A promotional code is redeemed by entering the code in the 'basket' in the online purchase process. When you use a promotional code you warrant to us that you are the duly authorised recipient of the promotion and that you are using it in good faith.
13.2 Unlawful use. If you redeem, attempt to redeem or encourage the redemption of promotional codes to obtain discounts to which you or a third party are not entitled you may be committing a civil or criminal offence. If we believe that a promotional code is being unlawfully used we may reject or cancel any promotion code and you agree that you will have no claim against us in respect of any rejection or cancelation. We reserve the right to take any further action that we deem appropriate in the circumstances.
13.3 Multiple promotional codes/ Website promotions. Only one promotional code can be used at a time. Other promotional offers will apply.
13.4 Promotion code limits. Any promotion feature will be limited to one per customer unless otherwise stated.
13.5 Distribution of promotional codes. Promotional codes remain our property at all times. The right to use a promotional code is personal to the original recipient and may not be transferred. No promotional code may be copied, reproduced, distributed, or published directly or indirectly in any form or by any means for use by anyone other than the original recipient, or stored in a data retrieval system, without our prior written permission.
13.6 Minimum spend. Where the redemption of a promotional code is subject to a minimum spending requirement, the redemption is only permitted in respect of the purchase of qualifying Products which will be communicated to you on a timely basis around the issue of the promotional code. Excluded Products and supplementary charges, such as delivery or postage, shall not count towards a minimum spending requirement.
13.7 Percentage discount. Where an online offer states that a percentage discount will be given on a purchase, the cost of the qualifying purchases will be reduced by the stated discount percentage.
13.8 VAT free basis. Where purchases are stated to be offered on a "VAT-free" basis, the prices of qualifying items will be reduced by the equivalent rate of VAT.
13.9 Supplementary charges. Charges such as delivery or postage and packing shall not be discounted unless specifically stated in the offer description.
13.10 Withdrawal of promotion codes. We reserve the right to withdraw, vary or cancel a promotional code for any reason at any time without notice to you.
13.11 Refunds on promotional offers. Refunds for Products purchased under a promotional offer will be based on the terms of the promotional price. Your statutory rights will not be affected.
14. OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU
14.1 We are responsible to you for foreseeable loss and damage caused by us. If we fail to comply with the Agreement, we are responsible for loss or damage that you suffer that is a foreseeable result of our breaking the Agreement or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the Agreement was made, both we and you knew it might happen, for example, if you discussed it with us during the sales process.
14.2 We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for:
14.2.1 death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors (as applicable);
14.2.2 fraud or fraudulent misrepresentation;
14.2.3 breach of your legal rights in relation to the Products (as summarised at Clause 11.2);
14.2.4 breach of any term implied by section 12 of the Sale of Goods Act 1979; or
14.2.5 any matter in respect of which it would be unlawful for us to exclude or restrict liability.
14.3 We are not liable for business losses. We only supply the Products for domestic and private use. If you use them for any commercial, business or re-sale purpose we will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
15. UNFORESEEN EVENT
15.1 Provided that we have complied with Clause 15.3, if we are prevented or delayed in or from performing any of our obligations under the Agreement by an Unforeseen Event, we shall not be in breach of the Agreement or otherwise liable for any such prevention or delay and the time for our performance of it shall be extended accordingly.
15.2 Your corresponding obligations will be suspended, and your time for performance of such obligations extended, to the same extent as those of us.
15.3 We shall:
15.3.1 as soon as reasonably practicable after the start of the Unforeseen Event, notify you of the Unforeseen Event, the date on which it started, its likely or potential duration, and the effect of the Unforeseen Event on our ability to perform any of our obligations under the Agreement;
15.3.2 use all reasonable endeavours to mitigate the effect of the Unforeseen Event on the performance of our said obligations; and
15.3.3 after the end of the Unforeseen Event, notify you that the Unforeseen Event has ended and resume performance of our said obligations.
16. OTHER IMPORTANT TERMS
16.1 We may transfer the Agreement to someone else. We may transfer our rights and obligations under the Agreement to another person. We will always notify you if this happens and we will ensure that the transfer will not affect your rights under the Agreement.
16.2 You need our consent to transfer your rights to someone else (except that you can always transfer our guarantee). You may only transfer your rights or your obligations under the Agreement to another person if we agree to this in writing. However, you may transfer our guarantee at Clause 8.4 to a person who has acquired the Product. We may require the person to whom the guarantee is transferred to provide reasonable evidence that they are now the owner of the Product.
16.3 Nobody else has any rights under the Agreement (except someone to whom you pass your guarantee). The Contracts (Rights of Third Parties) Act 1999 shall not apply to the Agreement, no person other than the Parties shall have rights under it, and it shall not be enforceable by any person other than the Parties.
16.4 If a court finds part of the Agreement illegal, the rest will continue in force. If any provision of the Agreement (the "Void Provision") is found by any court or administrative body of competent jurisdiction to be invalid or unenforceable:
16.4.1 such invalidity or unenforceability shall not affect the other provisions of the Agreement which shall remain in full force and effect;
16.4.2 if the Void Provision would be valid or enforceable if some part of it were deleted, the Void Provision shall apply with such modification as may be necessary to make it valid and enforceable; and
16.4.3 if that is not possible the Parties shall attempt to substitute for the Void Provision a valid and enforceable provision which achieves to the greatest extent possible the same effect as would have been achieved by the Void Provision.
16.5 Variation. Subject to Clause 6, no variation of the Agreement shall be valid unless it is in writing and signed on behalf of each of the Parties and cites this Clause 16.5.
16.6.1 Any notice or other communication required or entitled to be given under the Agreement (together "notices") shall be in writing, in English, and shall be delivered by hand, posted by pre-paid first-class mail, air mail or by fax or by email to (where we are the recipient Party) the contact details set out at Clause 2.2 of these Conditions, or (where you are the recipient Party) such address as is provided on the Order or such other address as the recipient Party may specify by notice to the other Party or fax number or email address.
16.6.2 Notices shall be deemed to have been received:
184.108.40.206 if delivered by hand, at the time of delivery;
220.127.116.11 if sent by first-class post, 2 (two) days after posting;
18.104.22.168 if sent by air mail, 5 (five) days after posting; and
22.214.171.124 if sent by fax or email, on the next working day in the place of its receipt after sending, provided that a copy is also posed in accordance with Clause 16.6.1 within 24 hours of the fax or email being sent.
16.6.3 This Clause does not apply to the service of any proceedings or other documents in any legal action.
16.7 Even if we delay in enforcing the Agreement, we can still enforce it later. If we do not insist immediately that you do anything that you are required to do under the Agreement, or if we delay in taking steps against you in respect of your breaking this Agreement, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.
16.8 Surviving provisions. The termination of the Agreement shall not affect the continuance in force of: -
16.8.1 Clauses 1, 4.4, 7.3,14.2,14.3, 15, 16.1, 16.2, 16.3, 16.10, 16.11, 16.12, and
16.8.2 any other term of the Agreement which is expressly or by implication intended to continue in force after the Termination Date.
16.9 Party's rights on termination. The termination of the Agreement shall not affect any rights, remedies, obligations or liabilities of either Party that have accrued up to the Termination Date, including the right to claim damages in respect of any breach of the Agreement which existed at or before the Termination Date.
16.10 Post-termination. Any provision of the Agreement that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.
16.11 Exclusions. Unless expressly stated in the Agreement, all conditions, warranties and other statements whatsoever that would otherwise be implied or imposed by statute, common law, a course of dealing or otherwise howsoever are excluded to the fullest extent permitted by law.
16.12 Which laws apply to the Agreement and where you may bring legal proceedings. The Agreement shall be governed by and construed in accordance with English law, and each Party irrevocably agrees to submit to the exclusive jurisdiction of the English courts over any claim or matter arising under or in connection with the Agreement.
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