Terms and Conditions
Terms and conditions for the sale and purchase of goods.
The customer's attention is drawn in particular to the provisions of clauses 5.3 and 8.
01 Interpretation
1.1 Definitions:
1.2 “Business Day” a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
1.3 “Business Hours” the period from 8.30 am to 5.00 pm on any Business Day.
1.4 “Conditions” the terms and conditions set out in this document as amended from time to time in accordance with clause 12.3.
1.5 “Contract” the contract between the Supplier and the Customer for the sale and purchase of the Goods in accordance with these Conditions.
1.6 “Customer” the person or firm who purchases the Goods from the Supplier.
1.7 “Force Majeure Event” an event, circumstance or cause beyond a party's reasonable control.
1.8 “Goods” the goods (or any part of them) set out in the Order.
1.9 “Order” the Customer's order for the Goods, as set out in the order acknowledgement.
1.10 “Specification” any specification for the Goods, including any related plans and drawings, that is agreed in writing by the Customer and the Supplier.
1.11 “Supplier” Polyclear Limited (registered in England and Wales with company number 01260718).
1.12 Interpretation:
1.12.1 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.12.2 A reference to a party includes its personal representatives, successors and permitted assigns.
1.12.3 A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.
1.12.4 Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.
1.12.5 A reference to writing or written excludes fax but not email.
02 Basis of contract
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 law, 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 submitted by the Customer 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. For the avoidance of doubt, as the Supplier supplies bespoke products, the Customer shall have no right of cancellation of the Contract following acceptance of the Order.
2.4 The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.
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 referred to in them. They shall not form part of the Contract nor 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 15 (fifteen) Business Days from its date of issue.
03 Goods
3.1 The Goods are described in the Specification.
3.2 To the extent that the Goods are to be manufactured in accordance with a Specification supplied by the Customer, 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 if required by any applicable statutory or regulatory requirement, and the Supplier shall notify the Customer in any such event.
04 Delivery
4.1 The Supplier shall ensure that each delivery of the Goods is accompanied by a delivery note that shows the date of the Order, all relevant Customer and Supplier reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered. If the Goods arrive without a a delivery note, the Customer may request a copy and the Supplier will provide such a copy by electronic means.
4.2 Completion of delivery.
4.2.1 Where the goods are to be delivered, 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. Delivery shall be completed on the completion of unloading the Goods at the Delivery Location.
4.2.2 Where the goods are to be collected by the Customer, the Customer shall collect the Goods from the Supplier's premises at POLYCLEAR LTD, FIRST AVENUE, MILLBROOK TRADING ESTATE, SOUTHAMPTON SO15 0LG, or such other location as may be advised by the Supplier prior to delivery (Collection Location) within three Business Days of the Supplier notifying the Customer that the Goods are ready. Delivery shall be completed on the completion of loading the Goods at the Collection Location.
4.3 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 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.
4.4 If the Supplier fails to deliver the Goods, its liability shall be limited to refunding the price of the Goods. The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure 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. If the failed delivery of the Goods is due to refusal by the Customer, a wasted delivery fee shall be payable by the Customer in addition to the price of the Goods.
4.5 The Customer shall be entitled to request a different delivery date as long as the Supplier is notified at least 72 hours before the scheduled delivery date (for dedicated loads) or at least 72 hours before collection by the Supplier’s haulier (for all other deliveries) and the goods have not already been dispatched. An additional fee shall be charged to the Customer if such request is made after the specified time(s) within this clause or if an additional fee is charged by the Supplier’s haulier.
4.6 If the Customer fails to take or 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 in respect of the Goods or where a call off agreement is in place:
4.6.1 delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day after the day on which the Supplier notified the Customer that the Goods were ready, risk in the Goods shall pass to the Customer and the Supplier shall be entitled to submit an invoice for the price of the Goods; and
4.6.2 the Supplier shall store the Goods until actual delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
4.7 If the Customer’s refusal or failure to take delivery of, or to collect any Goods that the Supplier has attempted to delivery or which the Supplier has made available for collection (as applicable) for more than 90 days after the original delivery date, then without prejudice to any other rights it may have, the Supplier may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, charge the Customer for any shortfall below the price of the Goods. If the Supplier is unable to resell the Goods, the Customer shall be invoiced for the full cost of the Goods plus storage fees and the Supplier shall arrange immediate dispatch following receipt of such sums. The Customer acknowledges that this is a significant risk as the Goods are bespoke to the Customer.
4.8 In certain cases, the Supplier may agree to manufacture and supply Goods to the Customer on a call-off basis, whereby Goods are manufactured and stored by the Supplier ready for delivery, and the Customer may request delivery of those Goods at any time within a three month period or some other agreed period (the “Call-Off Period”). If Goods are ordered on this basis and the Customer has not requested delivery of all relevant Goods by the end of the Call-Off Period, the Supplier may require the Customer to take delivery of the remaining items on the last day of the Call-Off Period and submit an invoice in respect of such final delivery. The Supplier may shorten the Call-Off Period (as well as remove credit terms in accordance with clause 7.6.2) if it has concerns regarding the financial standing of the Customer.
4.9 If the Supplier delivers up to and including 10% more or less than the quantity of Goods ordered the Customer may not reject them, but on receipt of notice from the Customer that the wrong quantity of Goods was delivered, the Supplier shall make a pro rata adjustment to the invoice for the Goods.
4.10 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.
4.11 If the Customer fails to pay any amount due under a contract for any other instalment, the Supplier shall be entitled to withhold or suspend deliveries of further instalments until all outstanding payments have been made. The Supplier shall not be obliged to resume deliveries of instalments unless and until arrangements have been made for future payments which the Supplier accepts in writing. The Supplier shall be entitled to terminate the contract without prejudice to its right to compensation for breach of the Contract and without prejudice to its right to take back immediately from the Customer all goods and materials for which payment has not been made and which by virtue of clause 6 remain property of the Supplier. The Supplier reserves the right to make a reasonable charge for the storage of any Goods withheld under this clause 4.10.
05 Quality
5.1 The Supplier warrants that on delivery, the Goods shall:
5.1.1 conform in all material respects with their description and any applicable Specification; and
5.1.2 be free from material defects in design, material and workmanship; and
5.1.3 be fit for any purpose held out by the Supplier.
The Goods are manufactured in line with standard industry tolerances, a copy of which can be supplied on request.
5.2 Subject to clause 5.3, if:
5.2.1 the Customer gives notice in writing that some or all of the Goods do not comply with the warranty set out in clause 5.1; and
5.2.2 the Supplier is given a reasonable opportunity of examining such Goods; and
5.2.3 the Customer promptly provides the Supplier with all information requested by the Supplier in order to deal with the complaint; and
5.2.4 the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier's place of business at the Customer's cost,
the Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods and cost of return in full. If only part of the Goods are defective, the Supplier shall have the option of making a pro-rated partial refund. This clause shall not apply to any Goods which are R2-grade recycled polymers, and no refunds shall be given in respect of defective films using R2-grade recycled polymers. The Customer acknowledges that any Goods made from R2-grade polymers are purchased at its own risk as the Supplier cannot guarantee the quality of such Goods.
5.3 The Supplier shall not be liable for the Goods' failure to comply with the warranty set out in clause 5.1 if:
5.3.1 In the case of obvious defects (including damage caused in transit), the Customer does not notify its claim to the Supplier in writing within one Business Day of Delivery;
5.3.2 In the case hidden defects, the Customer does not notify its claim to the Supplier in writing within 15 Business Days of becoming aware of such claim and, in any event, within two years of the date of delivery;
5.3.3 the Customer makes any further use of such Goods after giving notice in accordance with clause 5.2;
5.3.4 the defect arises because the Customer failed to follow the Supplier's oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;
5.3.5 the defect arises as a result of the Supplier following any drawing, design or specification supplied by the Customer;
5.3.6 the Customer alters or repairs such Goods without the written consent of the Supplier;
5.3.7 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
5.3.8 the Goods differ from their description or the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
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.
06 Title and risk
6.1 The risk in the Goods shall pass to the Customer when Goods are made available for unloading at the Delivery Location or, where the the Goods are collected from the Supplier’s premises, when the Goods are made available for loading at the Collection Location.
6.2 Title to the Goods shall not pass to the Customer until the earlier of:
6.2.1 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
6.2.2 the Customer resells the Goods, in which case title to the Goods shall pass to the Customer at the time specified in Clause 6.3.
6.3 Subject to Clause 6.4 the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before the Supplier receives payment for the Goods. However, if the Customer resells the Goods before that time:
6.3.1 it does so as principal and not as the Supplier’s agent; and
6.3.2 title to the Goods shall pass from the Supplier to the Customer immediately before the time at which resale by the Customer occurs.
6.4 At any time before title to the Goods passes to the Customer, the Supplier may:
6.4.1 by notice in writing, terminate the Customer’s right under clause 6.5 to resell the Goods or use them in the ordinary course of its business; and
6.4.2 require the Customer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product and if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.
6.5 Until title to the Goods has passed to the Customer, the Customer shall:
6.5.1 store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier's property;
6.5.2 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
6.5.3 maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
6.5.4 notify the Supplier immediately if it becomes subject to any of the events listed in clause 10.1.2 to clause 10.1.4; and
6.5.5 give the Supplier such information as the Supplier may reasonably require from time to time relating to:
6.5.5.1 the Goods; and
6.5.5.2 the ongoing financial position of the Customer.
6.6 At any time before title to the Goods passes to the Customer, the Supplier may require the Customer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product and if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.
07 Price and payment
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. For the avoidance of doubt, any samples given are not free of charge.
7.2 As per the industry standard in polythene manufacturing, a core is included as part of the packaging of the Goods in order to supply the Goods free of damage and shall be included in all Contracts unless expressly requested otherwise by the Customer. Where such core is included the cost of the core will be included in the calculation of the price for the Goods.
7.3 The prevailing rate of plastic packaging tax will be applied to all prime, virgin orders not containing at least the prevailing mandatory percentage of recycled polythene in accordance with The Plastic Packaging Tax (General) Regulations 2022 and the Finance Act 2021, as updated from time to time or such equivalent tax that may be introduced (“Plastic Packaging Tax”). Customers who purchase Goods which are not exempt from Plastic Packaging Tax and which are subsequently exported shall receive the appropriate refund of Plastic Packaging Tax once HMRC has credited the Supplier accordingly. Customers requesting a refund of the Plastic Packaging Tax under this clause 7.3 must promptly provide any and all proof requested by the Supplier required to verify such request or claim such refund from HMRC. Any exemptions from this tax are the sole responsibility of the Customer and the Supplier bears no responsibility in advising or assisting the Customer in this regard other than to process such requests to the minimum extent required by any relevant laws.
7.4 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:
7.4.1 any factor beyond the Supplier's control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
7.4.2 any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or
7.4.3 any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate or accurate information or instructions.
7.5 The price of the Goods:
7.5.1 excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to the Supplier at the prevailing rate, subject to the receipt of a valid VAT invoice; and
7.5.2 excludes the costs and charges of any special requests for packaging, insurance and transport of the Goods beyond the Supplier’s standard charges, which shall be invoiced to the Customer.
7.6 The Supplier may invoice the Customer for the Goods on or at any time after the completion of delivery or at such other time as may be specified in the Order, save that:
7.6.1 the Supplier may invoice all new Customers at any time prior to delivery and the Supplier shall not be required to commence manufacture of the Goods ordered until payment has been received in full (and these payment terms shall apply to each new Customer until such Customer has opened an account with the Supplier and the Supplier has agreed to extend credit terms); and
7.6.2 the Supplier may, at its discretion, by giving written notice to any Customer at any time prior to delivery, withdraw credit terms so as to require payment prior to delivery.
7.7 The Customer shall pay each invoice submitted by the Supplier:
7.7.1 within 30 days of the date of the invoice or in accordance with any credit terms agreed by the Supplier and confirmed in writing to the Customer; and
7.7.2 in full and in cleared funds to a bank account nominated in writing by the Supplier,
and time for payment shall be of the essence of the Contract.
7.8 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
7.9 If the Customer fails to make any payment due to the Supplier under this agreement by the due date for payment, then, without limiting the Supplier’s remedies under this agreement, the Customer shall pay interest on the overdue amount at the rate of 8% per annum above Lloyds Bank'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 and any legal expenses incurred in chasing payment.
08 Limitation of liability
8.1 The restrictions on liability in this clause 8 apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
8.2 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
8.2.1 death or personal injury caused by negligence;
8.2.2 fraud or fraudulent misrepresentation;
8.2.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
8.2.4 defective products under the Consumer Protection Act 1987.
8.3 Subject to clause 8.2, the following types of loss are wholly excluded:
8.3.1 loss of profits;
8.3.2 loss of sales or business;
8.3.3 loss of agreements or contracts;
8.3.4 loss of anticipated savings;
8.3.5 loss of use or corruption of software, data or information;
8.3.6 loss of or damage to goodwill; and
8.3.7 indirect or consequential loss.
8.4 Subject to clause 8.2 and clause 8.3, the Supplier's total liability to the Customer shall not exceed the fees payable under the Contract.
8.5 This clause 8 shall survive termination of the Contract.
09 Intellectual property and printing
9.1 Where the Customer’s order includes any printed design on the Goods (“Printing”):
9.1.1 the Printing designs shall be subject to acceptance by the Supplier as suitable for printing in its absolute discretion.
9.1.2 The ink in the Printing shall be as near as possible to the design agreed in the Contract, however any examples or proofs given by the Supplier to the Customer are subject to clause 2.5 and provided for illustrative purposes only and the Customer hereby acknowledges that perfect colour matching is not always possible.
9.1.3 The Supplier shall not be required to supply printed proofs.
9.1.4 The Supplier shall be entitled to charge an additional reasonable fee to the Customer for the preparation of any special tools, printing blocks, specialised or bespoke inks or solvents or other required tools to fulfil the Printing. Such additional tools shall remain the property of the Supplier until all sums payable under the Contract are received in full.
9.2 The Customer acknowledges that all Intellectual Property Rights in all materials, equipment, documents, processes and other property of the Supplier (“Supplier Materials”) belong and shall belong to the Supplier and the Customer shall have no rights in or to the Supplier Materials other than the right to use them in accordance with these Conditions under the Contract.
9.3 The Supplier acknowledges that all Intellectual Property Rights in all materials, equipment, documents, processes and other property of the Customer (“Customer Materials”) belong and shall belong to the Customer and the Supplier shall have no rights in or to the Customer Materials other than the right to use them in accordance with these Conditions under the Contract. The Customer warrants that the Supplier’s use of the Customer Materials for the purpose of fulfilling the Order shall not infringe upon the intellectual property rights of any third party.
9.4 The Supplier grants the Customer a fully paid-up, worldwide, non-exclusive, royalty-free licence to use any Supplier Materials contained in the Printing for the purpose of using the Goods in its business.
9.5 The Customer grants the Supplier a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy, modify and use any materials provided by the Customer to the Supplier for the term of the Contract for the purpose of providing the Printing to the Customer.
9.6 The Customer shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Supplier arising out of or 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 any work done in accordance with the Customer’s Specification and including but not limited to the Printing designs. Nothing in this clause shall restrict or limit the Supplier’s general obligation at law to mitigate any loss it may suffer or incur as a result of an event that may give rise to a claim under this indemnity. This clause 9.6 shall survive termination of the Contract.
10 Termination
10.1 Without limiting its other rights or remedies, the Supplier may terminate this Contract with immediate effect by giving written notice to the Customer if:
10.1.1 the Customer fails to pay any amount due under the Contract on the due date for payment;
10.1.2 the Customer commits any other material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 20 (twenty) days of being notified in writing to do so;
10.1.3 the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
10.1.4 the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
10.1.5 the Customer's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.
10.2 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 10.1.2 to clause 10.1.4, 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.
10.3 On termination of the Contract for any reason the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices together with interest thereon (calculated in accordance with clause 7.9) and, in respect of Goods ordered but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt.
10.4 Termination or expiry of the Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
10.5 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.
11 Force majeure
Neither party shall be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from a Force Majeure Event. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for 3 months, the party not affected may terminate the Contract by giving 1 months’ written notice to the affected party.
12 Data protection
Each party will comply with its obligations under applicable data protection laws.
13 General
13.1 Assignment and other dealings.
13.1.1 The Supplier may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.
13.1.2 The Customer may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Supplier.
13.2 Entire agreement.
13.2.1 The Contract constitutes the entire agreement between the parties.
13.2.2 Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
13.3 Variation. No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
13.4 Waiver.
13.4.1 A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
13.4.2 A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
13.5 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision of the Contract is deemed deleted under this clause 12.5 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
13.6 Notices.
13.6.1 Any notice given to a party under or in connection with the Contract shall be in writing and shall be:
13.6.1.1 delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
13.6.1.2 sent by email to the following addresses (or an address substituted in writing by the party to be served):
Supplier: info@polyclear.co.uk, sales@polyclear.co.uk
Customer: the email address specified in the Order.
13.6.2 Any notice shall be deemed to have been received:
13.6.2.1 if delivered by hand, at the time the notice is left at the proper address;
13.6.2.2 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; or
13.6.2.3 if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.
13.6.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
13.7 Third party rights. The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
13.8 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.
13.9 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.