1.1 Definitions. In this Agreement, the following definitions apply:
‘Acceptance Conditions’ has the meaning given in Clause 17
‘The Buyer’ means Matrix Electronics Ltd the registered office of which is at Unit 7 Ely Road, Theale, Reading, Berkshire, RG7 4BQ, United Kingdom, its servants agents employees and sub-contractors (registered in England and Wales with company number 08273028)
‘Delivery Date’ means the date for delivery specified in the Order. ‘Goods’ means the goods (or any part of them) set out in the Order
‘Order’ means the Buyer's order for the Goods, as set out in the Buyer's purchase order form OR in the Buyer’s written acceptance of the Seller's quotation
‘Price’ means the price stated in the Order
‘The Seller’ means the person or firm from which the Buyer is purchasing the Goods
‘Seller’s Provisions’ has the meaning given in Clause 3.1. ‘Quotation’ means the Seller’s quote to provide the Goods
2.1 The Buyer orders, and the Seller agrees to sell, the Goods at the Price for delivery by the Delivery Date
2.2 The Order shall only be deemed to be made when the Buyer issues an acceptance of the Quotation, at which point the Agreement shall come into existence
2.3 The quantity and description of the Goods are set out in the Purchase Order and must comply in all aspects with the specified manufacturer’s specification and any specification agreed by the Parties in writing
3.1 The provisions of this Agreement shall apply to the sale of the Goods by the Seller to the Buyer. Any other provisions, including those of the Seller which the Seller applies or purports to apply, shall not be the terms and conditions concerning the sale of the Goods by the Seller to the Buyer, however such provisions are introduced (including but not limited to provisions included on quotations, estimates, conformations of order, delivery notes or similar documents) (‘Seller’s Provisions’). For the avoidance of doubt, the Seller acknowledges and agrees that the Buyer shall not be bound by any of the Seller’s Provisions
3.2 The Quotation shall be deemed to be an offer by the Seller to sell and supply the Goods pursuant to the provisions of this Agreement
3.3 Any act to fulfil the Order for the Goods by the Seller shall be deemed conclusive evidence of the Seller’s acceptance of this Agreement
3.4 Any variation of the provisions of this Agreement (including any special terms and conditions agreed between the Parties) shall be inapplicable unless agreed in writing by the Buyer
The Seller warrants, represents, undertakes and guarantees that the Goods supplied under this Agreement will:
4.1 be free from defects (manifest or latent), in materials and workmanship;
4.2 conform with the specifications, the exact manufactures part numbers, drawings, descriptions given in quotations, estimates, brochures, sales, marketing and technical literature or material (in whatever format made available by the Seller or
the manufacturer) supplied by, or on behalf of, the Seller or the manufacturer of the Goods;
4.3 be free from design defects;
4.4 not be counterfeit;
4.5 comply with the date code requirement for each line. Where no date line code is specified it must be no older than 2 years from the date of order;
4.6 be new\unused, un-programmed and in the manufacturer’s original packaging; and
4.7 be suitable, in every aspect, for the purposes intended by the Buyer of which the Seller acknowledges that it has been notified. The Seller acknowledges and agrees that the approval by the Buyer of any designs provided by the Seller will not relieve the Seller of any of its obligations under this Clause
4.8 The Seller further warrants, represents, undertakes and guarantees in relation to the Goods to:-
(a) notify the Buyer of any nonconforming products;
(b) notify the Buyer of any changes to processes, products or services including changes to external providers or location of manufacture;
(c) keep full, traceable records which must remain legible and identifiable for an unlimited retention period;
(d) obtain permission in writing from the Buyer before disposing of any records and to agree a disposal method;
(e) give the Buyer and/or their representative including the Buyer’s customers and/or regulatory authorities the right of access to applicable areas of all facilities, at any level of the supply chain, involved in the supply of the Goods and to all applicable records;
(f) provide Certificate of Conformity, test reports and/or Airworthiness Certificate upon request.
(g) utilise, where appropriate, recognised statistical techniques for product acceptance;
(h) perform the supply with all due skill, care and diligence including, but not limited to, ethical, conformity and safety in line with the industry best practice;
(i) ensure products / services shall at all times be supplied by appropriately supervised, experienced, qualified, trained and competent personnel; and
(j) have in place a suitable implemented quality management system.
The Buyer shall pay the Price for the Goods as stated in the Order which cannot be increased without the prior written authorisation of the Buyer, signed by an authorised representative of the Buyer
6.1 Payment for the goods shall be made within 60 days of delivery or as agreed in writing between the parties
6.2 All amounts stated are exclusive of VAT and/or any other applicable taxes or levy, which shall be charged in addition at the rate in force at the date any payment is required from the Buyer
6.3 If a payment is not made by the Buyer by the due date, then the Buyer shall pay the Seller interest at a rate which shall compensate for such loss as has been directly caused by the late payment. The interest rate shall not be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) Act 1998
6.4 The time for payment for any sum due under this Agreement shall not be of the essence
7.1 The Seller shall comply with the handling, packing, packaging and labelling instructions such handling, packing packaging and labelling instructions as the Buyer shall specify
7.2 Subject to 6.1, the Seller will ship the Goods using the freight account provided. Where no shipping method is specified the Seller will ship on their account
7.3 Subject to 6.1, if no specific instructions are provided the Seller will ship the Goods in an appropriate and reasonably sized box. The Seller indemnifies the Buyer for any costs incurred due to Goods being packed in oversized boxes
The Buyer shall have the right to cancel the order for the Goods (or any part of the Goods) which have not yet been delivered to the Buyer. The cancellation shall be made in writing. Without prejudice to the generality of the foregoing, the Buyer shall pay the Price (or where applicable, that part of the Price) for Goods which have been delivered to the Buyer or at the date of the notice of cancellation are in transit
9.1 The Goods shall be delivered (carriage paid) to the location specified by the Buyer or at the direction of the Buyer by the Delivery Date (or) such other date(s) as may be agreed by the Parties in writing. The Delivery Date or any other date and time agreed for delivery of the Goods shall be of the essence of the Agreement
9.2 The Seller shall not deliver the Goods in instalments. Where the Parties have agreed in writing that the Seller shall deliver in instalments (or the Buyer agrees to accept instalments for the delivery of the Goods), a breach concerning any instalment (however caused or of whatsoever nature) shall entitle the Buyer to terminate the Agreement and to claim damages, without prejudice to the Buyer’s other remedies
9.3 The Seller shall ensure all goods shipped from outside the EU/ECC have the given tariff code on all export documents, including invoice and airway bill. Failure to do so will incur duty charges which the Buyer shall be entitled to deduct from the Price
9.4 The Seller shall advise the Buyer immediately if any Goods to be shipped are subject to US export regulations e.g. ITAR (International Traffic In Arms Regulations) or EAR (Export Administration Regulations). Should the Seller fail to provide timely notice the Buyer shall be entitled to deduct any costs incurred as a result from the Price
Where the Seller fails to deliver the Goods by the Delivery Date or the time(s) agreed by the Parties in writing, the Buyer shall be entitled:
10.1 to terminate the Agreement;
10.2 to buy the same or similar Goods from another Seller;
10.3 to recover the element of the cost of buying the Goods from another Seller which exceeds the Price.
These remedies are without prejudice to Clause 11 and any or all other rights that the Buyer has
Without prejudice to Clause 10 and the other rights that the Buyer has, in addition, the Seller shall be liable for all direct, indirect and consequential loss arising from any breach of the provisions of this Agreement
The property in the Goods shall pass to the Buyer when the Goods are unconditionally appropriated (by either party, or by or with the consent of either party) to the contract or on delivery to the Buyer, whichever event occurs first
The Seller warrants that:
13.1 it has full clear and unencumbered title to all the Goods;
13.2 at the date of delivery of any of the Goods it shall hold such title in the Goods as mentioned in Clause 13.1;
13.3 at the date of delivery of any of the Goods it will have full and unrestricted right, power and authority to sell, transfer and deliver all of the Goods to the Buyer. From that date the Buyer shall acquire a valid and unencumbered title to the Goods
The Goods will be at the Seller’s risk until:
14.1 the Goods are delivered to the Buyer (or are delivered at the Buyer’s direction); and
14.2 the Goods are found by the Buyer to be in accordance with the provisions and the specifications, etc of this Agreement
Without prejudice to the generality of the foregoing, the Seller accepts the risk of deterioration of the Goods which is necessarily incident to the course of transit
The Seller shall have in place a contract of insurance over the Goods. The Seller shall assign to the Buyer the benefit of the contract of insurance on the request of the Buyer
The Buyer shall not have accepted, or be deemed to have accepted, the Goods until Acceptance Conditions are fulfilled. The ‘Acceptance Conditions’ are:
17.1 the Goods have been delivered to the location specified; and
17.2 the Buyer has notified the Seller in writing that the Goods are in complete compliance with the provisions and the specifications, etc of this Agreement.
Although the Acceptance Conditions have been fulfilled, the Buyer may still reject the goods and make a claim for damages where the Goods are not in complete compliance with the provisions and the specifications, etc of this Agreement within 12 months of the notice given under Clause 17.2
The Seller shall indemnify, and keep indemnified, the Buyer against all claims, costs and expenses that the Buyer may incur and that arise, directly or indirectly from the Seller’s breach of any of its obligations under this Agreement. This clause shall survive termination of the Contract
The Seller shall not assign, transfer, charge or otherwise deal with this Agreement or any obligation under this Agreement without the prior written consent of the Buyer. Without prejudice to the generality of the foregoing, the Seller shall not sub-contract the design, manufacture, production, or supply of the Goods or any right, liability or obligation without the prior written consent of the Buyer
Without prejudice to any other right or remedy it might have, either party may terminate this Agreement at any time by notice in writing to the other party (‘Other Party’), such notice to take effect as specified in the notice:
20.1 if the Other Party is in breach of this Agreement and, in the case of a breach capable of remedy within 10 days, the breach is not remedied within 10 days of the Other Party receiving a notice specifying the breach and requiring it to be remedied; or
20.2 if the Other Party becomes insolvent, or if an order is made or a resolution is passed for the winding up of the Other Party (other than voluntarily for the purpose of solvent amalgamation or reconstruction), or if an administrator or administrative receiver is appointed in respect of the whole or any part of the Other Party’s assets or business, or if the Other Party makes any composition with its creditors or takes or suffers any similar or analogous action in consequence of debt
21.1 Force majeure
Neither Party shall have any liability under or be deemed to be in breach of this Agreement for any delays or failures in performance of this Agreement that result from circumstances beyond the reasonable control of that Party. The Party affected by such circumstances shall promptly notify the other Party in writing when such circumstances cause a delay or failure in performance and when they cease to do so. If such circumstances continue for a continuous period of more than six months, either Party may terminate this Agreement by written notice to the other Party
This Agreement may only be amended in writing signed by duly authorised representatives of the Parties
21.3 Entire agreement
This Agreement contains the whole agreement between the parties in respect of purchase of the Goods and supersedes and replaces any prior written or oral agreements, representations or understandings between them relating to such Goods. The parties confirm that they have not entered into this Agreement on the basis of any representation that is not expressly incorporated into this Agreement. Nothing in this Agreement excludes liability for fraud
No failure or delay by the Buyer in exercising any right, power or privilege under this Agreement shall impair the same or operate as a waiver of the same nor shall any single or partial exercise of any right, power or privilege preclude any further exercise of the same or the exercise of any other right, power or privilege. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights and remedies provided by law
21.5 Agency, partnership etc
This Agreement shall not constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the Parties other than the contractual relationship expressly provided for in this Agreement. Neither Party shall have, nor represent that it has, any authority to make any commitments on the other Party’s behalf
21.6 Further assurance
Each Party to this Agreement shall at the request and expense of the other or any of them execute and do any deeds and other things reasonably necessary to carry out the provisions of this Agreement or to make it easier to enforce
If any provision of this Agreement is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision shall, to the extent required, be severed from this Agreement and rendered ineffective as far as possible without modifying the remaining provisions of this agreement, and shall not in any way affect any other circumstances of or the validity or enforcement of this Agreement
No Party shall issue or make any public announcement or disclose any information regarding this agreement unless prior to such public announcement or disclosure it furnishes all the Parties with a copy of such announcement or information and obtains the approval of such persons to its terms. However, no Party shall be prohibited from issuing or making any such public announcement or disclosing such information if it is necessary to do so to comply with any applicable law or the regulations of a recognised stock exchange
In this Agreement unless the context otherwise requires:
21.9.1 words importing any gender include every gender;
21.9.2 words importing the singular number include the plural number and vice versa;
21.9.3 words importing persons include firms, companies and corporations and vice versa;
21.9.4 references to numbered clauses and schedules are references to the relevant clause in or schedule to this Agreement;
21.9.5 reference in any schedule to this Agreement to numbered paragraphs relate to the numbered paragraphs of that schedule;
21.9.6 any obligation on any Party not to do or omit to do anything is to include an obligation not to allow that thing to be done or omitted to be done;
21.9.7 the headings to the clauses, schedules and paragraphs of this Agreement are not to affect the interpretation;
21.9.8 any reference to an enactment includes reference to that enactment as amended or replaced from time to time and to any subordinate legislation or byelaw made under that enactment;
21.9.9 where the word ‘including’ is used in this Agreement, it shall be understood as meaning ‘including without limitation’
21.10.1 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 such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, fax
21.10.2 A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 11.2(a); 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 by fax, one Business Day after transmission
21.10.3 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action
21.11 Law and jurisdiction
The validity, construction and performance of this Agreement shall be governed by English law and shall be subject to the exclusive jurisdiction of the English courts to which the Parties submit
21.12 Third parties
For the purposes of the Contracts (Rights of Third Parties) Act 1999 and notwithstanding any other provision of this Agreement this Agreement is not intended to, and does not, give any person who is not a party to it any right to enforce any of its provisions
1.1. Definitions. In these Conditions, the following definitions apply:
Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 11.6.
Contract: the contract between the Supplier and the Customer for the sale and purchase of the Goods in accordance with these Conditions.
Customer: the person or firm who purchases the Goods from the Supplier.
Force Majeure Event: has the meaning given in clause 10.
Goods: the goods (or any part of them) set out in the Order.
Order: the Customer's order for the Goods, as set out in the Customer's purchase order form OR overleaf OR in the Customer's written acceptance of the Supplier's quotation OR in the Customer's purchase order form, the Customer's written acceptance of the Supplier's quotation, or overleaf, as the case may be.
Specification: the specification for the Goods as published by the manufacturer, including any related plans and drawings.
Supplier: Matrix Electronics Ltd the registered office of which is at Unit 7 Ely Road, Theale, Reading, RG7 4BQ its servants agents employees and sub-contractors (registered in England and Wales with company number 08273028).
1.2. Construction. In these Conditions, the following rules apply:
2.1. These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.2. The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable Specification are complete and accurate.
2.3. The Order shall only be deemed to be accepted when the Supplier issues a written acceptance of the Order, at which point the Contract shall come into existence.
2.4. The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Supplier which is not set out in the Contract.
2.5. Any samples, drawings, descriptive matter, or advertising produced by the Supplier and any descriptions or illustrations contained in the Supplier's catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract or have any contractual force.
2.6. A quotation for the Goods given by the Supplier shall not constitute an offer. A quotation shall only be valid for a period of 30 days from its date of issue.
2.7. Prices, estimated delivery schedules and product availability stated in any quotation are subject to change up until the Order has been delivered. The Supplier will not be liable for any such changes.
3.1. The Goods are described in the Specification.
3.2. The Customer shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by the Supplier in connection with any claim made against the Supplier for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with the Supplier's use of the Specification. This clause 3.2 shall survive termination of the Contract.
3.3. The Supplier reserves the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirements.
3.4.Any information provided in the Specification relating to Lead Free and/or RoHS status of any Goods is based upon the manufacturer’s data and is passed on in good faith and is given without responsibility or liability.
3.5. It is the Customers responsibility to verify information provided in the Specification with the manufacturer before relying on it.
4.1. The Supplier shall ensure that:
4.2. The Supplier shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after the Supplier notifies the Customer that the Goods are ready.
4.3. Delivery of the Goods shall be completed on the Goods' arrival at the Delivery Location.
4.4. Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay or failure in delivery of the Goods that is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.5. The Supplier shall have no liability for any failure to deliver the Goods.
4.6. If the Customer fails to accept delivery of the Goods within three Business Days of the Supplier notifying the Customer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or the Supplier's failure to comply with its obligations under the Contract:
4.7. If 10 Business Days after the day on which the Supplier notified the Customer that the Goods were ready for delivery the Customer has not accepted delivery of them, the Supplier may resell or otherwise dispose of part or all of the Goods.
4.8. The Customer shall not be entitled to reject the Goods if the Supplier delivers up to and including 5% more or less than the quantity of Goods ordered, but a pro rata adjustment shall be made to the Order invoice on receipt of notice from the Customer that the wrong quantity of Goods was delivered.
4.9. The Supplier may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate Contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
5.1. The Supplier warrants that on delivery the Goods shall:
5.2 Subject to clause 5.3, if:
the Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
5.3. The Supplier shall not be liable for Goods' failure to comply with the warranty set out in clause 5.1 in any of the following events:
5.4. Except as provided in this clause 5, the Supplier shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 5.1.
5.5. The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
5.6. These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.
5.7. Where goods are returned without the Supplier’ written authorisation (as set out in clause 5.1(c)) the Supplier will not be liable for any claims made in relation to the Goods' failure to comply with the warranty set out in clause 5.1 and shall be under no duty to resend and/or return the Goods to the Customer or any other third party.
6.1. The risk in the Goods shall pass to the Customer on completion of delivery.
6.2. Title to the Goods shall not pass to the Customer until the Supplier receives payment in full (in cash or cleared funds) for the Goods and any other goods that the Supplier has supplied to the Customer in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums; and
6.3. Until title to the Goods has passed to the Customer, the Customer shall:
6.4. If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 8.2, then, without limiting any other right or remedy the Supplier may have:
7.1. The price of the Goods shall be the price set out in the Order, or, if no price is quoted, the price set out in the Supplier's published price list in force as at the date of delivery.
7.2. The Supplier may, by giving notice to the Customer at any time before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
7.3. The price of the Goods is exclusive of the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Customer.
7.4. The price of the Goods is exclusive of amounts in respect of value added tax (VAT). The Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Goods.
7.5. The Supplier may invoice the Customer for the Goods on or at any time after the completion of delivery.
7.6. The Customer shall pay the invoice in full and in cleared funds within 30 days of the date of the invoice or as agreed in writing by the parties. Payment shall be made to the bank account nominated in writing by the Supplier. Time of payment is of the essence.
7.7. If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 4% per annum above Bank of England's base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
7.8. The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Supplier may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.
8.1. If the Customer becomes subject to any of the events listed in clause 8.2, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer.
8.2. For the purpose of clause 8.1, the relevant events are:
8.3. Without limiting its other rights or remedies, the Supplier may suspend provision of the Goods under the Contract or any other contract between the Customer and the Supplier if the Customer becomes subject to any of the events listed in clause 8.2(a) to clause 8.2(l), or the Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
8.4. On termination of the Contract for any reason the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest.
8.5. Termination of the Contract, however arising, shall not affect any of the parties' rights, remedies, obligations and liabilities that have accrued as at termination.
8.6. Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect.
9.1. Nothing in these Conditions shall limit or exclude the Supplier's liability for:
9.2. Subject to clause 9.1:
Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. A Force Majeure Event means any event beyond a party's reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party's), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors.
11.1 Assignment and other dealings
A waiver of any right or remedy under the Contract or law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
11.5 Third party rights
A person who is not a party to the Contract shall not have any rights to enforce its terms.
Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is in writing and signed by the Supplier.
11.7 Governing law
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.
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).