Terms & Conditions

Beagle Technology Group

 

BEAGLE TECHNOLOGY GROUP LIMITED

Trading As Beagle MRO, Beagle Aerospace, Beagle Defence,

Beagle Composites, Beagle Treatments, Beagle Precision

CONDITIONS OF BUSINESS

1.              Definitions

In these conditions the following words have the following meanings unless the context requires otherwise.

"Company"

means Beagle Aircraft Limited trading as Beagle Aerospace

 

"Contract"

means any contract between the Company and the Customer incorporating these conditions for the sale of Products and/or the provision of the Services;

 

"Customer"

means the person to whom the Company supplies the Products and/or the Services;

 

"Field Of Use"

means the field of use and/or application for which the Customer has engaged the Company to perform the Services as is described in the Company's quotation;

 

"Liability"

means liability for any and all damages, claims, proceedings, actions, awards, expenses, costs and any other losses and/or liabilities;

 

“Loan Goods”

means goods loaned by the Company to the Customer while the Services are being performed;

"Products"

means any products and/or goods to be supplied by the Company to the Customer and any goods, products and/or materials which are to be utilised in the performance of the Services and in which title is intended to pass to the Customer once the Services have been completed;

 

"Services"

means the services to be performed by the Company for the Customer; and

 

"Warranty"

means the Company's warranty in clause 14.1.

2.              Basis Of Contract

2.1           These conditions shall govern the agreement between the Company and the Customer to the exclusion of any other terms or conditions. These conditions supersede all previous terms and conditions and shall replace any terms and conditions previously notified to the Customer.

2.2           Orders placed by the Customer leading to a contract which are not expressed to be subject to these conditions shall still be subject to them.

2.3           No variation to these conditions shall be binding on the Company unless contained in the Company's quotation or agreed in writing between the Customer and the Managing Director or the Head of Technology of the Company.

2.4           The Company's employees, sub-contractors and/or agents are not authorised to make any representations or warranties concerning the Products and/or Services unless confirmed by the Company in writing.

2.5           The Customer acknowledges that it does not rely on any representation and/or warranty which has not been made in accordance with these conditions.

3.              Orders And Contract

3.1           "Quotations" are not binding or capable of acceptance and are estimates only.  They shall be available for acceptance for a period of 30 days and Quotations may be withdrawn by the Company at any time during this period by oral or written notice.

3.2           The Company shall have the right to refuse to accept any orders placed for Products and/or Services.

3.3           The Customer shall be responsible for the accuracy of an order and for giving the Company any information necessary for the Company to perform the Contract.

3.4           The Contract between the Company and the Customer shall come into effect on the Company's written acceptance of the Customer's order.

4.              Samples

4.1           The production of any samples or test work for the Customer shall, unless otherwise agreed in writing, be carried out at the cost of the Customer.

4.2           If the Customer approves any sample produced or test work performed by the Company then the Customer shall have no claim in respect of, nor any right to reject, any Products and/or Services provided the Products and/or the Services in question are of the same description, specification, quality and fitness for purpose as the sample and/or test work as appropriate.

5.              Delivery

5.1           The Company will use its reasonable commercial endeavours to ensure delivery and/or performance on the dates specified. However, dates for delivery and/or performance are estimates only and are not guaranteed. Time is not of the essence in relation to such dates.  They are also subject to any matter beyond the Company's reasonable control.

5.2           Where Products are to be delivered in instalments, each delivery shall constitute a separate and distinct contract and failure by the Company to deliver, or any claim by the Customer in respect of, any instalment shall not entitle the Customer to repudiate and/or terminate this Contract as a whole.

5.3           Where Services are to be performed in stages, each separate stage shall constitute a separate and distinct contract and failure by the Company to deliver, or any claim by the Customer in respect of, any stage shall not entitle the Customer to repudiate and/or terminate this Contract as a whole.

5.4           The Customer shall have no right to reject Products and/or Services and shall have no right to rescind for late delivery and/or performance unless the due date for delivery and/or performance has passed and the Customer has served on the Company a written notice requiring the Contract to be performed and giving the Company not less than 14 days in which to do so and the notice has not been complied with.

5.5           The Company shall not be required to fulfil orders for Products and/or Services in the sequence in which they are placed.

5.6           The Customer shall be responsible at its own cost for all arrangements to unload the Products when delivered to the Customer.  Delivery will be made between 7.30am and 5.30pm on working days.

5.7           If the Customer refuses to take delivery of any Products and/or to allow performance of the Services then the Company shall be entitled to withhold delivery and/or performance of any other Products and/or Services and to treat this Contract as repudiated by the Customer and shall have the right to rescind this Contract.

5.8           If the parties agree that the Products are to be collected from the Company's premises then the Customer shall collect the Products within 3 working days of being notified that the Products are ready for collection.  If the Products are not collected by the Customer within the specified period the Company may despatch the Products to the Customer at the Customer's expense and risk and/or store the Products at the Customer's expense and risk until despatch and/or collection.

6.              Postponement

6.1           The Company will use its reasonable commercial endeavours to comply with reasonable requests by the Customer for postponement of delivery of the Products and/or performance of the Services but shall be under no obligation to do so.

6.2           Where delivery of the Products and/or performance of the Services is postponed at the Customer's request then the Customer shall pay all costs and expenses of the Company incurred as a result including reasonable charges for storage, transportation and insurance. In addition the Customer shall be obliged to pay for the Products and/or Services as if delivery and/or performance had not been postponed.

7.              Price And Payment

Price

7.1           The price of the Products and/or the Services shall be in the Quotation provided (and subject to the expiry date stated on such Quotation) or, where no Quotation is provided shall be as quoted to the Customer at the date of delivery and/or performance. 

7.2           Except as otherwise stated, prices are ex-works (Incoterms 2010), and the Customer shall be liable to pay the Company's charges (if any) for transport, packaging and insurance.  The Customer agrees that risk in Products shall pass to it in accordance with clause 13.2.

7.3           The Company may increase its prices in relation to the Products and/or the Services which the Company has agreed to supply where the increase is to take account of increases in costs, expenses and/or materials suffered by the Company.

7.4           For items that have been ordered, the Customer will be informed in writing by the Company of any increases in prices for the Products and/or the Services not less than 30 days before such increase takes effect.

7.5           The Customer may cancel without Liability any Contract in relation to which the price is to be increased provided that the notice of cancellation is received by the Company before the price increase becomes effective and before the Company has started manufacture of any ordered Products. 

7.6           If the Customer does not cancel the Contract for the provision of the Products and/or Services within the specified time period then the price increase shall take effect for the Products and/or Services ordered by the Customer.

7.7           The Company's prices are exclusive of any applicable VAT for which the Customer shall additionally be liable.

Invoicing

7.8           The Company shall be entitled to invoice each delivery of Products and/or stage of the Services separately.

7.9           The Company shall be entitled to render an invoice to the Customer any time on or after delivery of the Products or on or after completion of the Services.

7.10        If any Services are cancelled or this Contract is terminated or delivery and/or performance is suspended before completion of the Services the Company shall be entitled to be paid on a quantum meruit basis for that part of the Services performed.  The Company may invoice the Customer accordingly and such monies shall be immediately due for payment.

Payment

7.11        The Company's terms of payment are net cash within 30 days of invoice.  Time for payment shall be of the essence.

7.12        If the Customer fails to make any payment in full on the due date the Company may charge the Customer any reasonable additional administration costs and/or interest (both before and after judgment) on the amount unpaid at the rate of 4% above the base rate from time to time of the Company's bank.  Such interest shall be compounded with monthly rests.

7.13        Any monies received by the Company from the Customer may be applied by the Company at its option against any additional administrative costs and/or interest charged prior to application against any principal sums due from the Customer against which it may be applied in any order.

7.14        The Customer shall pay all sums due to the Company under this Contract without any set-off, deduction, counterclaim and/or any other withholding of monies.

7.15        Payment shall not be deemed to be made until the Company has received either cash or cleared funds in respect of the full amount outstanding.

7.16        If payment in full is not made to the Company when due then the Company may withhold or suspend future or current deliveries of the Products and/or performance of the Services and delivery and/or performance under any other agreement with the Customer.

8.              Credit Limit

8.1           The Company may set a reasonable credit limit for the Customer.  Changes in the Customer's credit limit will be notified to the Customer from time to time.

8.2           The Company reserves the right to refuse to accept orders for Products and/or Services and/or to suspend or withhold delivery of Products and/or the performance of the Services if such Products and/or Services would result in the Customer exceeding its credit limit or the credit limit is already exceeded.

9.              Specification

9.1           Any specification supplied by the Company to the Customer shall only be approximate unless stated on the Company's quotation or agreed in writing.

9.2           The quantity, quality, description and/or specification for the Products and/or the Services shall be that set out in the Company's quotation unless otherwise agreed in writing by the parties.

9.3           The Customer is responsible for checking the quotation and satisfying itself that any specification given is accurate and adequate for the Products and/or Services.

9.4           The Company shall have no Liability for errors in any specification or details supplied by the Customer and the Customer is solely responsible for their accuracy.

9.5           Details and/or specifications in brochures and price lists produced by the Company are intended as a guide only and only give a general approximation of the Products and/or Services.

9.6           The Customer agrees to indemnify and keep indemnified the Company against any and all claims, losses, expenses, proceedings, actions, awards, liabilities, costs (including legal costs on a full indemnity basis and increased administration costs) and any other losses and/or liabilities arising out of the Company's use of specifications, details and/or drawings supplied by the Customer.

9.7           The Customer confirms and agrees that it has not relied upon the details and information contained in the Company's brochure unless it has sought and obtained written confirmation from the Company of their accuracy.

9.8           The Company reserves the right to make changes to the specification of the Products and/or Services as required from time to time by law, applicable safety requirements or manufacturing requirements provided that they do not have a material adverse effect on the quality and/or performance of the Products and/or the Services.

9.9           If the Company does make changes to the specification of the Products and/or Services which have a material adverse effect then the Customer shall have the right to cancel the Contract without Liability.

9.10        The Company may satisfy any order for Products by delivery of a number of Products which is within 1% of the amount ordered and the price shall be adjusted pro rata as a result.

10.           Loan Goods

10.1        The Company may at its discretion loan goods to the Customer while the Services are being performed. The Customer accepts and agrees that title to any and all Loan Goods remains with the Company. Risk in the Loan Goods shall pass to the Customer at the time that they are delivered to the Customer.

10.2        The Customer agrees not to part with control or possession of the Loan Goods except when it returns them to the Company and to keep the Loan Goods insured for their full replacement value for the whole time that risk remains with the Customer.

10.3        The Customer agrees to return the Loan Goods to the Company immediately upon completion of the Services.

11.           Intellectual Property Rights And Confidentiality

11.1        The Customer shall not make any modification to the Products or their packaging, nor alter, remove, or tamper with any trade marks used on or in relation to the Products and/or Services.

11.2        All intellectual property generated by the Company, and any resulting rights (including without limitation all patents, copyright, design rights (whether registered or unregistered), trade marks (whether registered or unregistered) skill and/or know-how and other similar rights, whether existing now and/or in the future, wherever existing in the world together with the right to apply for protection of the same) in the Products, their packaging and/or arising from the Services shall be owned by the Company absolutely.

11.3        The Customer agrees that, at the Company's cost, it will do all acts and/or things and execute all documents and/or deeds which are necessary or desirable to give effect to clause 11.2 above and/or to assist the Company in the application, registration, renewal and/or protection of such intellectual property rights.

11.4        The Company shall be free to utilise for the benefit of its other customers any skill and/or know-how that it may develop or acquire in the performance of the Services.

11.5        Each party agrees with the other that it will keep all confidential business information regarding the other party confidential and not disclose or use such information which may be disclosed to it except where such information is public knowledge as a result of lawful disclosure, or it is required to be disclosed by law.

12.           Site For Services

12.1        The Customer will allow and/or procure sufficient access to the Company's employees, sub-contractors and/or agents to allow them to carry out the Services.

12.2        The Customer will allow and/or procure sufficient unloading space, facilities, equipment and access to power supplies to allow the Services to be carried out.

12.3        The Customer will ensure that the site where the Services are to be performed is cleared and prepared before the Services are due to commence.

12.4        Use of office space, fixed telephone, toilet, canteen and medical facilities will be provided free of charge to the Company

13.           Property And Risk

13.1        In respect of items received by the Company from the Customer for repair, risk in them shall pass to the Company once they have been unloaded at the Company's premises.

13.2        Risk in the Products shall pass to the Customer at the time of delivery.  Delivery shall be deemed to occur:-

13.2.1   at the time when the Products arrive at the place of delivery if the Company delivers the Products by its own transport or it arranges transport; or

13.2.2   when the Products are loaded onto the Company's loading device (eg fork lift truck); or

13.2.3   after the expiration of 3 working days after the Customer has been notified of it, if the Products are available for collection from the Company in accordance with clause 5.8.

13.3        The Company shall retain title and ownership of the Products until it has received payment in full in cash or cleared funds of all sums due and/or owing for all Products and/or Services supplied to the Customer by the Company under this Contract and any other agreement between the Company and the Customer.

13.4        Until payment in full of the price for all Products supplied to the Customer has been received by the Company the Products shall be stored separately from any products or goods belonging to the Customer or any third party and must be clearly marked and identified as being the Company's property.  The Customer agrees that the Company's employees and/or agents shall be entitled to enter the Customer's premises to check compliance with this clause.

13.5        Until title in the Products has passed to the Customer the Customer shall keep the Products insured for the price at which the Products were sold to the Customer against all normal risks and shall procure that the Company's interest is noted on such policy of insurance.  The Customer shall account to the Company for any proceeds of such policy of insurance in relation to the Products upon receipt of the same.  Any monies received from the Customer by the Company in accordance with this clause shall not discharge the Customers liability to pay the price for the goods plus interest accrued in accordance with clause 7.12 but shall be set off against any such liability.

14.           Default

14.1        If the Customer:-

14.1.1   fails to make any payment to the Company when due;

14.1.2   breaches the terms of this Contract and, if the breach is capable of remedy, has not remedied the breach within 14 days of receiving notice requiring the breach to be remedied;

14.1.3   persistently breaches any one or more terms of this Contract;

14.1.4   pledges or charges any Products which remain the property of the Company, or ceases or threatens to cease to carry on business, or proposes to compound with its creditors, applies for an interim order under Section 252 Insolvency Act 1986 or has a Bankruptcy Petition presented against it, enters into voluntary or compulsory liquidation, has a receiver, administrator or administrative receiver appointed over all or any of its assets, or takes or suffers any similar action in any jurisdiction;

14.1.5   appears to the Company due to the Customer's credit rating to be financially inadequate to meet its obligations under the Contract; and/or

14.1.6   appears reasonably to the Company to be about to suffer any of the above events;

then the Company shall have the right, without prejudice to any other remedies, to exercise any or all of the rights set out in clause 14.2 below.

14.2        If any of the events set out in clause 14.1 above occurs in relation to the Customer then:-

14.2.1   the Company may enter, without prior notice, any premises of the Customer (or premises of third parties with their consent) where Products and/or Loan Goods owned by the Company may be and repossess any such Products and/or Loan Goods and dispose of or sell any Products found which are owned by the Company so as to discharge any sums due to the Company under this Contract or any other agreement with the Customer;

14.2.2   the Customer automatically is no longer entitled to re-sell, use or part with the possession of any Products owned by the Company and/or Loan Goods until the Customer has paid in full all sums due to the Company under this Contract or any other agreement with the Customer unless the Company gives its express written agreement to such use and/or disposal of the Products;

14.2.3   the Company may sell any components and/or other goods received from the Customer so as to discharge any sums due to the Company under this Contract or any other agreement with the Customer;

14.2.4   the Company may withhold delivery of any undelivered Products and stop any Products in transit;

14.2.5   the Company may withhold the performance of any Services and cease any Services in progress;

14.2.6   the Company may cancel, terminate and/or suspend without Liability to the Customer any contract with the Customer; and/or

14.2.7   all monies owed by the Customer to the Company shall forthwith become due and payable.

14.3        The Company shall have a lien over all property or goods belonging to the Customer which may be in the Company's possession in respect of all sums due from the Customer to the Company.

14.4        Upon the termination of the Contract for any reason if any monies due to the Company from the Customer have not been paid within 14 days of such termination the Company may sell any property or goods over which it has a lien in accordance with clause 14.3 above (and the Customer agrees that the Company may give good title for such property and/or goods) and shall apply the proceeds of sale firstly in discharging any costs or expenses of sale, secondly in repaying any interest owed by the Customer to the Company, thirdly in payment of any principal sums owed to the Company and fourthly the Company shall account to the Customer for the remainder (if any).

15.           Warranty

15.1        The Company warrants that the Products and/or Services will be free from defects in materials and/or workmanship for a period of 12 months from:-

15.1.1   the date of issue on the CCA Form One, or in respect of repairs and overhauls, the date of issue of the Certificate of Conformance (C of C).

15.1.2   in the case of Services the date of completion of the performance of the Services; and/or

15.1.3   in the case of Products the date of delivery of the Products to the Customer.

15.2        The Warranty is given by the Company subject to the following conditions:-

15.2.1   the Company shall be under no Liability in respect of any defect in the Products and/or Services arising from any drawing, design or specification supplied by the Customer;

15.2.2   the Company shall be under no Liability in respect of any faults arising after risk in the Products has passed which are caused by any subsequent mechanical, chemical, electrolytic or other damage not due to a defect in the Products and/or Services as appropriate;

15.2.3   the Company shall be under no Liability in respect of any faults or defects caused by wilful damage, abnormal working conditions, failure to follow the Company's instructions, misuse, alteration or repair of Products and/or Services without the Company's approval, improper maintenance or negligence on the part of the Customer or a third party;  and/or

15.2.4   the Company shall be under no Liability in respect of items supplied to it by third party suppliers, including but not limited to brokered parts with other vendors' releases.

15.3        If any Products and/or Services prove to be defective and are covered by the Warranty then the Company shall at its sole option either repair or replace or re-perform such Products and/or Services or refund the price for such Products and/or Services.  Provided the Company complies with this clause the repair, replacement and/or re-performance shall be the Customer's sole remedy in respect of claims under the Warranty under clause 15.1 above.

15.4        Any work carried out by the Company which is not covered by the Warranty will be charged for at a rate to be agreed in advance.

15.5        The Company agrees that it will repair, replace or re-perform defective Products and/or Services covered by the Warranty within a reasonable time of being notified by the Customer of the defect.

15.6        The Company shall have no Liability to the Customer under the Warranty unless any defect is notified to the Company within 14 working days of the defect becoming apparent or suspected or when it should reasonably have become apparent to or suspected by the Customer.

15.7        The Warranty will not apply if the Customer has not paid in full for the relevant Products and/or Services on the due date for payment.

15.8        The Company will use its reasonable commercial endeavours to arrange for the transfer to the Customer of any warranties received by the Company from its OEM suppliers or stockists.

16.           Repairs And Replacements

16.1        The Company will at its option either refund the price, repair, replace free of charge or re-perform any defective Products and/or Services where the defect is apparent on inspection provided that the defect is notified to the Company within 14 working days of delivery of such Products or performance of the Services.

16.2        Any defective Products must be returned to the Company for inspection if requested by the Company before the Company will have any Liability for defective Products.  If the Products shall prove to be defective then the Company shall reimburse the Customer for the reasonable cost of returning the defective Products.

16.3        The Company, if it requests, shall have the right to inspect the subject-matter of any allegedly defective Services, and the Company will not have any Liability for defective Services until it has been allowed to make such inspection.

16.4        The Company may at its sole discretion replace, repair free of charge, re-perform or refund the price of defective Products and/or Services which are not notified to the Company within the specified time limit where in the opinion of the Company the defect would not have been ascertainable on inspection and has been notified to the Company as soon as reasonably practicable.

16.5        The Company will at its option either refund the price of or replace free of charge any Products missing from a delivery of Products provided that the missing items are notified to the Company within 5 working days of delivery or, in the event of total non-delivery, this fact is notified to the Company within 5 working days of receipt of the invoice by the Customer.

16.6        A charge will be made for goods returned as faulty which, upon inspection, are found not to be faulty or are faulty in a way which is not the Company's liability.

17.           Limitations On Liability

17.1        The Company shall have no Liability for any defect in the Products caused or contributed to as a result of the Products being used for display or demonstration purposes or being handled by customers of the Customer.

17.2        The Company shall have no Liability for defective Products and/or Services where the defect has been caused or contributed to by the Customer.

17.3        The Company shall have no Liability to the Customer if the price for the Products and/or the Services has not been paid in full by the due date for payment.

17.4        The Company shall have no Liability to the Customer for defective Products and/or Services, Products not despatched or Products damaged or lost in transit unless the event is notified to the Company within the appropriate time limit set out in this Contract.

17.5        The Company shall have no Liability for damage, loss, liability, claims, costs or expenses caused or contributed to by the Customer's continued use of defective Products and/or Services after a defect has become apparent or suspected or should reasonably have become apparent to the Customer.

17.6        The Customer shall give the Company a reasonable opportunity to remedy any matter for which the Company is liable before the Customer incurs any costs and/or expenses in remedying the matter itself.  If the Customer does not do so the Company shall have no Liability to the Customer for that matter.

17.7        The Customer shall where reasonable produce to the Company written evidence of any claims for which it is alleged that the Company is liable together with written details of how the loss was caused by the Company and the steps the Customer has taken to mitigate the loss before the Company shall have any Liability for the claim by the Customer.

17.8        The Company shall have no Liability to the Customer to the extent that the Customer is covered by any policy of insurance and the Customer shall ensure that the Customer's insurers waive any and all rights of subrogation they may have against the Company.

17.9        The Company shall have no Liability for any matters which are outside its reasonable control.

17.10     The Company shall have no Liability to the Customer for any:-

17.10.1         consequential losses whether due to delayed delivery or otherwise;

17.10.2         loss of profits and/or damage to goodwill;

17.10.3         economic and/or other similar losses;

17.10.4         special damages and indirect losses; and/or

17.10.5         business interruption, loss of business, contracts, opportunity and/or production.

17.11     The Customer shall be under a duty to mitigate any loss, damage, costs or expenses that it may suffer (including by maintaining an adequate stock of Products).

17.12     The Company's Liability to the Customer shall not exceed 100% of the total price of the Products under this Contract.  To the extent that any Liability of the Company to the Customer would be met by any insurance of the Company then the Liability of the Company shall be extended to the extent that such Liability is met by such insurance.

17.13     Each of the limitations and/or exclusions in this Contract shall be deemed to be repeated and apply as a separate provision for each of:

17.13.1         Liability for breach of contract and/or under this Contract;

17.13.2         Liability in tort (including negligence);

17.13.3         Liability for breach of statutory duty; and

17.13.4         Liability for breach of Common Law.

except clause 17.12 above which shall apply once only in respect of all the said types of Liability.

17.14     Nothing in this Contract shall exclude or limit the Liability of the Company for death or personal injury due to its negligence or any Liability which is due to the Company's fraud or any other liability which it is not permitted to exclude or limit as a matter of law.

17.15     All warranties, terms, conditions and duties implied by law relating to fitness, quality or adequacy are excluded to the fullest extent permitted by law.

17.16     The limitations in this Contract are necessary in order to allow the Company to provide the Products and/or the Services at its current prices.

17.17     If the Customer requires greater protection then the Company will agree to modify the limitations and extend its warranties in return for the payment of a higher price for the Products and/or Services.

18.           Dispute Resolution

18.1        If a dispute arises between the parties in relation to the operation or interpretation of this Contract, the parties will attempt, in good faith, to reach settlement as soon as possible:

18.1.1   initially within 7 days of one party notifying the other that a dispute has arisen, in a meeting between each party’s key contact (who shall be notified to each party and authorised to settle such a dispute);

18.1.2   if agreement has not been reached within fourteen days of the key contacts meeting pursuant to clause 18.1.1, either party may give written notice to the other giving details of the dispute and request a meeting between a director of each party;

18.1.3   if agreement has not been reached within fourteen days of the meeting held in accordance with Clause 18.1.2 either party may give written notice to the other to request a meeting between the Managing Director (or equivalent) of each party to seek to settle the dispute; and

18.1.4   if agreement has not been reached within fourteen days of the meeting held in accordance with Clause 18.1.3, either party may refer the matter for independent arbitration by the EEF trade body.

18.2        The parties acknowledge and agree that the dispute resolution procedure set out in this Clause 18 will be followed prior to commencing any legal proceedings except nothing in this Clause 18 shall prevent either party from seeking interim injunctive relief from a court of law.

19.           General

19.1        The Customer agrees to indemnify and keep indemnified the Company against any and all losses, proceedings, lost profits, damages, awards, expenses, claims, costs (including increased administration costs and legal costs on a full indemnity basis), actions and any other losses and/or liabilities suffered by the Company and arising from or due to any breach of contract, any tortious act and/or omission and/or any breach of statutory duty by the Customer.

19.2        No waiver by the Company of any breach of this Contract shall be considered as a waiver of any subsequent breach of the same provision or any other provision.

19.3        If any provision of this Contract is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of this Contract and the remainder of the affected provision shall be unaffected and shall remain in full force and effect.

19.4        The Company shall have no Liability to the Customer for any delay in performance of this Contract to the extent that such delay is due to any events outside the Company's reasonable control including but not limited to acts of God, war, flood, fire, labour disputes, subcontractor delays, strikes, lock-outs, riots, civil commotion, malicious damage, explosion, governmental actions and any other similar events.  If the Company is affected by any such event then time for performance shall be extended for a period equal to the period that such event or events delayed such performance.

19.5        The Customer shall not assign its interest in the Contract (or any part) without the written consent of the Company.

19.6        All third party rights are excluded and no third party shall have any right to enforce this Contract.  Any rights of a third party to enforce this Contract may be varied and/or extinguished by agreement between the parties to this Contract without the consent of any such third party.

19.7        This Contract is governed by and interpreted in accordance with English law and the parties agree to submit to the exclusive jurisdiction of the English courts.