15.1 If You are a partnership, each of the partners is jointly and severally liable for all of Your obligations under these Conditions.
15.2 If You are a company, the directors will be personally liable (jointly and severally) for Our charges if the company does not pay Our invoices when they are due for payment. If this happens, We reserve the right to credit the invoice to the company and issue invoices to any one or more of the directors.
15.3 Business customers: all brochures, catalogues and other promotional materials are to be treated as illustrative only; their contents do not form part of the Contract and You should not rely on them in entering into any Contract with Us.
15.4 Assignment and subcontracting:
15.4.1 We are a member of a group of companies whose holding company is Reddiplex Group Limited (company number 05104758) (together, “group companies”) and We may:
a. perform any of Our obligations and invoice You through any of Our group companies; and
b. treat a debt owed by You to a group company as a debt owed to Us.
15.4.2 You shall not, without Our prior written consent assign, transfer, charge, subcontract or deal in any other manner with all or any of Your rights and/or obligations under the Contract.
15.5.1 Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or the address as set out in the Quote or such other address as that party may have specified to the other party in writing in accordance with this clause from time to time, and shall be delivered personally or sent by pre-paid first class recorded delivery post or other next working day delivery service, commercial courier, fax or e-mail.
15.5.2 A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 15.5.1; 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; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by fax or e-mail, one Business Day after transmission.
15.5.3 The provisions of this clause 15 shall not apply to the service of any proceedings or other documents in any legal action.
15.6.1 A waiver of any right under the Contract is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. 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.
15.6.2 Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.
15.7.1 If a court or any other competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.
15.7.2 If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
15.8 Third parties:
15.8.1 Save as provided in clause 15.4, a person who is not a party to the Contract shall not have any rights under or in connection with it.
15.9.1 Except as set out in these Conditions, no variation, including the introduction of any additional terms and conditions, to the Contract, shall be effective unless it is in writing and signed by Us.
15.10 Entire Agreement:
15.10.1 The Contract and these Conditions constitute the entire agreement between the parties and supersede and extinguish all previous drafts, agreements, arrangements and understandings between them, whether written or oral, relating to its subject matter.
15.10.2 Each party agrees that it shall have no remedies in respect of any representation or warranty (whether made innocently or negligently) that is not set out in this agreement. No party shall have any claim for innocent or negligent misrepresentation based upon any statement in this agreement.
15.11.1 If there is any conflict between the provisions of these Conditions and the Quote, the Quote shall prevail.
15.12 No Partnership or Agency
15.12.1 Nothing in these Conditions is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitutes any party the agent of another party, nor authorises any party to make or enter into any commitments for or on behalf of any other party.
15.13 Governing law and jurisdiction:
15.13.1 The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including noncontractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales.
15.13.2 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).