Terms and Conditions

Urban Choice Terms and Conditions

1. DEFINITIONS

In this document the following words shall have the following meanings:

Agreementmeans the Conditions, and the relative Purchase Order for Goods and if there shall be any inconsistency between the documents comprising an Agreement, they shall have precedence in the order herein listed;
Buyermeans the company, business or person with whom an Agreement is made by the Seller, whether directly or indirectly through an agent who is acting for or instructed by or whose actions are ratified by such company, business or person;
Conditionsmeans these terms and conditions;
Goods or Productsmeans the articles or things or any of them described in an Agreement including, without limitation, raw materials, processed materials or fabricated products;
Intellectual Property Rightsmeans patents, registered designs, trade marks and service marks (whether registered or not), domain names, image rights, copyright, database rights, moral rights, design rights and all similar property rights including those subsisting (in any part of the world) in inventions, designs, drawings, confidential information, business names, goodwill and in applications for protection of the above rights in connection with the Goods;
Internet Marketing Policythe written policy (as may be amended from time to time) made available by the Seller to the Buyer containing the Seller’s policies for the marketing and sales of the Goods on any website operated by the Buyer or any third party
Partiesmeans the Buyer and the Seller
Purchase Ordershall mean an order for the purchase of Goods submitted to the Seller by the Buyer
SellerUrban Choice Design Ltd No. NI656948

2. GENERAL

2.1.  The Conditions shall apply to all contracts for the sale of Goods by the Seller to the Buyer to the exclusion of all other terms and conditions referred to, offered or relied on by the Buyer, whether in the negotiation or at any stage in the dealings between the Parties, including any standard or printed terms tendered by the Buyer, unless the Buyer specifically states in writing, separately from such terms, that it wishes such terms to apply and this has been agreed by the Seller in writing.

2.2.  Any variation to the Conditions (including any special terms and conditions agreed between the Parties) shall be inapplicable unless agreed in writing by and signed by a director on behalf of the Seller.

3. ORDERS

3.1. Unless verbal or telephone Purchase Orders (and any variations to Purchase Orders) are confirmed in writing by email by the Buyer the Seller shall not be responsible for errors or subsequent misunderstandings.

3.2. Notwithstanding that the Seller may have given a detailed quotation no Purchase Order shall be binding on the Seller unless and until a final quotation has been accepted in writing by the Seller.

3.3.  Once a final Quotation has been accepted and Proforma Invoice issued the sale is deemed to be final by the seller the Order cannot be altered.

4.  PRICE AND PAYMENT

4.1. All prices estimated, quoted or invoiced can be in either Sterling (UK Pounds) or Euros.

4.2. The price of the Goods will be the list price of the Seller current at the date of the Purchase Order. The Seller’s prices are subject to adjustment to take account of any variation in the Seller’s costs including (but not limited to) variations in wages, the cost of materials, exchange rate fluctuations, alterations of duties and other costs since the date of the Seller’s quotation or (if no quotation is issued) the Purchase Order. Quotation will be valid for 60 days from date of quotation unless otherwise stated. The Seller accordingly reserves the right to adjust the invoice price by the amount of any increase or decrease in such costs after the price is quoted or the Purchase Order is submitted (as applicable). The invoice so adjusted shall be payable as if the price set out therein were the original Agreement price.

4.3. The price is exclusive of VAT, which will be charged at the appropriate rate. The price is also exclusive of transport, packaging, insurance and any other applicable duties or taxes, unless otherwise explicitly stated on Quotation.

4.4. All Proforma Invoices of the Seller are due for immediate payment and goods are dispatched upon receipt of payment. These payments shall unless otherwise agreed in writing by the Seller be without deduction or withholding and free of set off or counterclaim. The Buyer shall make payment in full in respect of all Goods delivered to and accepted by the Buyer without any set-off, hold-back or deduction.

5.  SPECIFICATION OF GOODS

5.1.  No description, specification or illustration contained in any product pamphlet or other sales or marketing literature of the Seller including the website and no representation written or oral, correspondence or statement shall form part of any Agreement.

5.2.  Goods described in the Seller’s literature, website or elsewhere are subject to a continuing process of technical change and development and the Seller therefore reserves the right to alter specifications without notice at any time before delivery. All descriptions, illustrations, specifications and dimensions are approximate and are only intended to present a general guideline as to the type of Goods represented thereby. It is therefore agreed by the Buyer that Goods supplied may not comply in all respects with the description in the Seller’s literature or elsewhere.

5.3.  The quality, quantity and description of and any specification for the Goods shall be those set out in the Seller’s quotation if accepted by the Buyer, End User or Consumer (or the Buyers’s purchase order, if accepted by the Seller).

5.4.  Goods sold by the Seller are sold either by viewing online, brochures, catalogues, showroom display or from samples shown. The Seller warrants that the typical quality of such merchandise is represented as closely as possible by any display samples or display models however. photography used in the Seller’s sales literature or other communications is representative of the Goods on a given day in typical lighting or studio conditions and are subject to chimney, flue, ventilation and weather variations, for example, possible variations in flame picture of the Goods.

5.5. All dimensions provided in the quotation, order or sales or marketing literature are approximate only. The information contained in such literature is intended as a guide only and the Seller does not warrant the accuracy of the information contained in it.

The End User or Consumer accepts that these are subject to outside influences over which the Seller has no control.

5.6. Materials such as stone, wood, concrete, granite, and any other natural product have naturally occurring features in their materials. This is typical of such materials and no two pieces are identical.

In purchasing the Goods the Buyer, End User or Consumer acknowledges that the natural materials used by the Seller may vary from sample to sample and product to product.

Polished & industrial finish concrete products – each one of our handmade concrete firepits will be unique and each may be permeated by a rich complexity of colour or shade variation. Although we will supply samples in advance of purchase, no single sample or image will tell the whole story.

Every firepit will appear different to a certain extent.

5.7. The Buyer, if not an End User or Consumer, acknowledges and shall ensure that the end user is aware that painted and finished surfaces of the Goods may discolour during use due to heat and that polished cleaning procedures must be carried out regularly.

5.8. The Seller operates a policy of continuous product development and improvement and the Buyer, End User or Consumer accepts that changes in detail may occur between ordering and delivery.

5.9. Outdoor patio gas fires such as fire pits should not be regarded as a primary source of heat. And the seller recommends that they are sold as decorative and not a heat source.

The Buyer, if not an End User or Consumer, accepts that it is their responsibility to inform the End User or Consumer that it is not expected to be a heat source

The Seller reserves the right to make any changes in the specification of the Products which are required to conform to any applicable statutory or EC requirements or, where the Goods are to be supplied to the Sellers’s specification, which do not materially affect their quality or performance.

6.  SPECIFICATION for INSTALLATION

6.1. All dimensions quoted are approximate and subject to change without notice and should be physically checked by the Buyer, End User or Consumer before commencing installation, site preparation, cutting materials and/or constructing a false chimney breast.

6.2. All gas Fire products whether for indoor or outdoor use are complex products and End User safety demands that they be installed and operated correctly by a suitably qualified and currently approved gas engineer.

The Goods are supplied to the buyer, End User or Consumer solely on the basis that they will be installed on behalf of the End User by experienced and, where necessary, fully qualified installers in accordance with the Rules in Force.

6.3. The Buyer, End User or Consumer accepts that the Seller cannot be held responsible for the effects of any drying-out or shrinkage of plaster surfaces. The buyer shall make the End User or Consumer aware that new plaster in the area above a heating appliance should be allowed to dry naturally as recommended by their plasterer (at least 4 weeks) before the use of the appliance.

6.4. In the event that Urban Choice Design Ltd quotes for installation costs, unless otherwise mentioned in writing, the cost of installation is for one visit only. Any Additional visits caused by inadequate site conditions/preparation, for example no gas or electric supply, no ventilation or drainage provision in the case of outside fireplaces. additional labour and travelling costs will apply.

6.5. In the case of outside gas fireplace products, although the assemblies and components are designed to be weather-resistant we strongly advise End Users to use a weather cover at all times when the Product is not in use in order to maintain the warranty.

All Urban Choice complete outside gas fireplaces including bespoke models are designed to be weather-resistant, but if components (only) are supplied by the Seller it is the Buyer, End User or Consumer’s responsibility to be sure of the waterproofing, drainage and ventilation of the design of the complete installation, to provide adequate ventilation and drainage to the components and to ensure the installation shall be free of moisture ingress, steam or condensation which may affect the longevity of Products or components. Corrosion can and will occur on Products or component(s) if not properly protected or if the cleaning and maintenance instructions supplied with each product are not followed. Generally such corrosion will be aesthetic rather than affecting the safe operation of the Product or component(s) but not always.

6.6. An annual service is mandatory for all gas appliances. Failure to have a gas appliance serviced according to the manufacturers’ instructions may involve additional costs in the event of failure.

6.7. It is the responsibility ( unless agreed otherwise) of the Buyer, end user consumer to ensure that the correct gas sizing has been completed by an approved gas installer to suit the installation requirements recommended for the installation.

6.8. In the event of an attendance by the Urban Choice approved Gas engineer on site his expertise will be deemed to be expert and his recommendations are final on Installation matters.

6.9. In an LPG bottled gas installation where no approved gas engineer is required, any call out under warranty deemed not to be the fault of the appliance will be charged.

For the purpose of simplicity, it is the sole responsibility of the buyer, end user , consumer to have previously installed both a correctly sized gas supply to ensure the correct standing and working pressure as required.

The decision of the Urban Choice approved engineer will be final and any associated work to either replace or repair the gas line, complete with any related building works will not be the responsibility of Urban Choice. Should Urban Choice be asked to rectify any previously installed pipe work, this will be quoted for and accepted in writing by the Buyer/consumer before the work commences.

7.  DELIVERY

7.1. The date of delivery specified by the Seller is an estimate only and while the Seller will endeavour to comply with any time estimates given, the Seller will not be liable for any failure to comply with any estimate or for any direct or consequential loss resulting there from. All risk in the Goods shall pass to the Buyer on delivery, such that the Buyer shall be liable for any subsequent loss or damage to Goods however caused. Time of delivery shall not be the essence of the Agreement, unless expressly agreed in writing by the Seller. Goods are delivered by carriers over whom the Seller has no control and therefore the Seller shall not be liable for any loss, damage or expense suffered by the Buyer or any other party by reason of any alleged delay in delivery.

7.2. Goods collected by the Buyer from the Seller’s premises shall be deemed to be delivered and risk shall pass to the Buyer when they have been loaded on to the Buyer’s vehicle or are otherwise in the Buyer’s possession.

7.3. Goods transported by the Seller shall be deemed to be delivered when they are ready to be unloaded at the site specified by the Buyer.

7.4. When delivery is refused by the Buyer or is delayed, suspended or made by instalments at the request of the Buyer, risk in the Goods (or any of them not delivered in these circumstances) shall pass to the Buyer immediately upon such refusal or request by the Buyer and (without prejudice to the generality of the foregoing) the Seller shall place such Goods into store and the cost of storage and insurance of such Goods and of any attempted delivery of such Goods shall be for the Buyer’s account.

7.5. The Buyer agrees that Section 32(3) of the Sale of Goods Act 1979 shall not apply to Goods sent by the Seller.

7.6. No liability for non-delivery loss of or damage to the Goods occurring prior to delivery or for any claim that the Goods are not in accordance with the Agreement will attach to the Seller unless claims to that effect are notified in writing by the Buyer to the Seller:

(a) within 24 hours of delivery for loss damage or noncompliance with the Agreement; or

(b) for non-delivery within 48 hours of the delivery date specified by the Seller.

If the Buyer fails to give such notice the Goods shall be deemed to be in all respects in accordance with the Agreement and, without prejudice to earlier acceptance by the Buyer, the Buyer shall be bound to accept and pay for the same accordingly.

7.7. In the event of a valid claim for non-delivery loss damage or non-compliance with the Agreement the Seller undertakes at its option either to repair or replace the Goods at its expense, but shall not be under any further or other liability to any person in connection with such non-delivery loss damage or non-compliance.

8.  TITLE

8.1. In spite of delivery having been made, property and title in the Goods shall not pass from the Seller until the Buyer has paid the price of all the Goods under the Agreement and no other sums are due from the Buyer to the Seller.

8.2. Until the property in the Goods passes to the Buyer, the Buyer shall hold the Goods and each of them on a fiduciary basis as a custodian/bailee for the Seller. The Buyer shall store the Goods separately from all other Goods in its possession and marked in such a way that they are clearly identified as the property of the Seller. The Buyer shall not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods. The Buyer shall maintain the Goods in satisfactory condition and keep them insured on the Seller’s behalf for their full price against all risks to the reasonable satisfaction of the Seller. On request the Buyer shall produce the policy of insurance to the Seller.

8.3. Notwithstanding that, the Goods remain the property of the Seller; the Buyer may sell the Goods in the ordinary course of the Buyer’s business at full market value for the account of the Seller. Until property in the Goods passes from the Seller, the entire proceeds of sale or otherwise of the Goods shall be held on trust for the Seller.

8.4. Until such time as property in the Goods passes from the Seller to the Buyer, the Buyer shall, upon request, deliver up such Goods as have not ceased to be in existence or resold, to the Seller. If the Buyer fails to do so, the Seller may enter upon any premises owned or occupied or controlled by the Buyer where the Goods are situated and repossess the Goods.

8.5. The Seller shall have the right to maintain an action for the price of the Goods notwithstanding that title may not have passed to the Buyer.

8.6. For the purpose of simplicity. Title remains with the seller of all or part of any goods supplied or delivered until the full amount of any monies owed is paid. Part payment does not transfer title. Any costs involved in uplifting such items will be the responsibility of the Buyer.

9.  SPECIFICATION OF GOODS

9.1. The Buyer shall provide the Seller with any information reasonably required by the Seller as well as obtain all necessary permissions and consents including (without prejudice to the generality of the foregoing) promptly obtaining all necessary import licences, clearances and other consents necessary for the purchase of the Goods.

9.2. Without prejudice to any other rights to which the Seller may be entitled, in the event that the Buyer unlawfully terminates or cancels the Agreement, the Buyer shall be required to pay to the Seller, as agreed damages and not as a penalty, the full amount of any third party costs to which the Seller has committed and in respect of cancellations on less than 10 days’ written notice the full price of the Goods as set out in the Agreement, and the Buyer agrees this is a genuine pre-estimate of the Seller’s losses in such a case.

10.  WARRANTY

10.1. Warranty for the Goods sold will be taken to be the same as that of the manufacturer who is supplying to the Seller. For Bespoke items different warranties may apply to different components that make up the whole of the product.

10.2. On occasion when a fault is reported under warranty and the Urban Choice appointed engineer is sent out and where a fault is found to be caused by poor installation practice by another installation engineer or misuse or error in use of a product the cost will be chargeable to the end user on the day. The judgement of the engineer approved by Urban Choice is deemed the expert on these matters and his judgement is final.

10.3. Where the Goods have been manufactured by the Seller and are found under proper use (fair wear and tear excepted) to be defective, the Seller shall procure the repair, or in its sole discretion, the replacement of such defective Goods subject to the following conditions:

10.3.1. the Buyer notifying the Seller in writing immediately upon the defect becoming apparent;

10.3.2. the defect being solely due to faulty design, materials or workmanship.

10.4. Any Goods to be so repaired or replaced shall be returned to the Seller at the Buyer’s expense.

10.5. Where the Goods have been manufactured and supplied to the Seller by a third party, any warranty granted to the Seller shall be passed on to the Buyer to the extent that the Seller is able and subject to the Goods having been accepted and paid for by the Buyer.

10.6. The Seller shall be entitled in its absolute discretion to refund the price of defective Goods in the event that such price has already been paid.

11.  INDEMNITY

11.1. The Buyer shall at all times fully indemnify the Seller and keep the Seller fully indemnified against all claims, costs and expenses which the Seller may incur and which arise, directly or indirectly, from the Buyer’s breach of any of its obligations under the Agreement.

12.  LIMITATION OF LIABILITY

12.1. The following provisions set out the entire financial liability of the Seller (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of:

12.1.1. any breach of the Agreement;

12.1.2. any use made or resale by the Buyer of any of the Goods, or of any product incorporating any of the Goods; and

12.1.3. any representation, statement or tortuous act or omission (including negligence) arising under or in connection with the Agreement

12.2. No liability of any nature shall be incurred or accepted by the Seller in respect of any representation made by the Seller, or on its behalf, to the Buyer, or to any party acting on its behalf, prior to the making of the Agreement, where such representations were made or given in relation to:

12.2.1. the correspondence of the Goods with any description;

12.2.2. the quality of the Goods; or

12.2.3. the fitness of the Goods for any purpose whatsoever.

12.3. No liability of any nature shall be accepted by the Seller to the Buyer in respect of any express term of the Agreement where such term relates in any way to:

12.3.1. the correspondence of the Goods with any description;

12.3.2. the quality of the Goods; or

12.3.3. the fitness of the Goods for any purpose whatsoever.

12.4. Save as expressly provided in the Agreement, all conditions, warranties and other terms implied by statute or common law are to the fullest extent permitted by law excluded from the Agreement.

12.5. The Seller’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Agreement shall be limited to the Agreement price stated on the Purchase Order (as amended).

12.6. In no event shall the Seller be liable to the Buyer for any loss of business, loss of opportunity, loss of profits, depletion of goodwill and/or similar losses, loss of anticipated savings, loss of contract, loss of use, loss or corruption of data or information or for any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses whatsoever (howsoever caused) which arise out of or in connection with the Agreement. This shall apply even where such a loss was reasonably foreseeable or the Seller had been made aware of the possibility of the Buyer incurring such a loss.

12.7. Nothing in the Agreement shall exclude or limit the Seller’s liability for death or personal injury resulting from the Seller’s negligence or that of its employees, agents or subcontractors.

13.  TERMINATION

13.1. This Agreement may be terminated by the Seller at any time upon giving the Buyer at least 28 days notice in writing. This Agreement shall be deemed to be terminated upon the expiry of the 28 day period notified by the Seller to the Buyer without affecting the obligations, rights and duties of the Buyer and/or the Seller prior to the termination date.

13.2. Without prejudice to any other rights or remedies the Seller may have, the Seller may immediately terminate this agreement without liability to the Buyer if:

(a) the Buyer fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 7 days after being notified in writing to make such payment; or

(b) the Buyer commits a breach of any of the terms of its agreement with the Seller

(c) the Buyer repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement;

(d) the Buyer suspends, or threatens to suspend, payment of its debts, is unable to pay its debts as they fall due, admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being a natural person) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply; or

(e) the Buyer commences negotiations with all, or any class of, its creditors with a view to rescheduling any of its debts, or makes a proposal for, or enters into any compromise or arrangement with, its creditors; or

(f) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or on connection with the winding up of the Buyer; or

(g) an application is made to court, or an order is made, for the appointment of an administrator, a notice of intention to appoint an administrator is given, or an administrator is appointed over the Buyer; or

(h) a floating charge holder over the assets of that other party has become entitled to appoint, or has appointed, an administrative receiver; or

(i) a person becomes entitled to appoint a receiver over the assets of the other party, or a receiver is appointed over the assets of the Buyer; or

(j) a creditor or encumbrancer of the Buyer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 5 days; or

(k) the Buyer suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; or

(l) there is any change of control of the Buyer by a transfer or sale of all or part of the ownership of the business or company operated by the Buyer .

13.3. The Seller may, by written notice, terminate the Agreement immediately if the Buyer is in breach of any of the terms of the Agreement. Failure to pay any sums due is a breach of the terms of the Agreement which is not capable of remedy.

13.4. On termination of this Agreement for any reason:

(a) the Buyer shall immediately pay to the Seller all of the Seller’s outstanding unpaid invoices and interest, and in respect of Goods supplied but for which no invoice has been submitted, the Seller may submit an invoice, which shall be payable immediately on receipt;

(b) the Buyer shall return all of the Seller’s equipment and marketing materials.

(c) the accrued rights, remedies, obligations and liabilities of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination.

14.  INTELLECTUAL PROPERTY RIGHTS

14.1. The specification and design of the Goods and all Intellectual Property Rights therein shall as between the Parties be the property of the Seller. The Buyer warrants that the use of any of the Intellectual Property Rights shall not infringe the rights of any third party and the Buyer shall indemnify the Seller against all claims, costs, damages and expenses which the Seller may incur and which arise, directly or indirectly, from the Buyer’s breach of such warranty.

14.2. The Seller acknowledges as follows:
All Intellectual Property Rights in the Goods shall be the sole and exclusive property of the Seller, together with any goodwill, and the Buyer shall not acquire any rights in the Intellectual Property Rights in the Goods, including any developments or variations;

14.3. The Buyer shall indemnify and keep indemnified the Seller from and against all claims, damages, losses, costs (including all reasonable legal costs), expenses, demands or liabilities arising out of any claim that the Buyer’s use of the Intellectual Property Rights in accordance with this agreement infringes any Intellectual Property Rights or moral rights of any third party.

15.  OBLIGATIONS OF THE BUYER

15.1 The Buyer represents and undertakes to the Seller:

(a) to use the Intellectual Property Rights in the Goods strictly in accordance with the terms of this agreement. For the avoidance of doubt, the Buyer shall not be entitled to use or exploit any of the Intellectual Property Rights in any way other than for promotion of the sale of the Goods as agreed in writing with the Seller;

(b) it shall at all times comply with the Seller’s Internet Marketing Policy;

(c) to only use the branding materials provided by the Seller unless otherwise agreed in writing by the Seller;

(d) to apply any legal notices as required by the Seller on all materials and products that incorporate the Intellectual Property Rights;

(e) to submit to the Seller for its prior written approval, samples of all advertising, promotional or other material or press release, including any proposed online marketing which associates the Buyer with the Goods, or which uses them Intellectual Property Rights, before the distribution, or sale of the Goods;

(f) not to apply for registration of any part of the Intellectual Property Rights or anything confusingly similar to the Intellectual Property Rights as a trade mark for any similar goods;

(g) not to use the Intellectual Property Rights or any part of them or anything confusingly similar to them in its trading or corporate name or otherwise, except as authorised under this agreement;

(h) not do or permit anything to be done which might adversely affect any of the Intellectual Property Rights or the value of the Intellectual Property Rights;

(i) to provide all reasonable assistance to the Seller in relation to the Seller’s exploitation of the Intellectual Property Rights;

(j) to use its best endeavours to assist the Seller in protecting the Intellectual Property Rights and not to knowingly do, or cause or permit anything to be done, which may prejudice or harm or has the potential to prejudice or harm the Intellectual Property Rights;

(k) to notify the Seller of any suspected infringement of the Intellectual Property Rights but not to take any steps or action whatsoever in relation to that suspected infringement unless requested to do so by the Seller;

(l) not to sell, promote, advertise or in any way market the Goods on any internet website without the prior written consent of the Seller.

(m) to procure the Goods shall be marketed and promoted for resale to consumers and end-users by display in showroom or retail outlet approved by the Seller and no promotion of the Goods may take place without the prior written consent of the Seller;

(n) not sell the Goods on any internet auction site or price comparison website or on any website or portal operated by any third party unless the proposed content for the promotion and sales of the Goods on such site or portal has been approved in writing by the Seller.

16.  FORCE MAJEURE

16.1. The Seller shall not be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and the Seller shall be entitled in these circumstances to delay or cancel delivery or to reduce the amount delivered.

17.  ASSIGNMENT

17.1. The Buyer shall not be entitled to assign an Agreement or any part of it without the prior written consent of the Seller.

17.2. The Seller may assign an Agreement or any part of it to any person, firm or company.

18.  WAIVER

18.1. The failure by either party to enforce, at any time or for any period, any one or more of the terms and conditions of the Agreement shall not be a waiver of them or of the right at any time subsequently to enforce all terms and conditions of the Agreement.

19.  SEVERABILITY

19.1. If any term or provision of the Conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction, such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if the Conditions had been agreed with the invalid, illegal or unenforceable provision eliminated.

20.  RIGHTS OF THIRD PARTIES

20.1. The Parties do not intend any part of the Agreement to be enforceable by any person not a party to it, by virtue of the Contracts (Rights of Third Parties) Act 1999

21.  GOVERNING LAW

21.1. These Terms and Conditions and any dispute or claim arising out of or in connection with them or their subject matter or formation shall be governed by and construed with the law of Northern Ireland

22.   JURISDICTION

22.1. The Courts of Northern Ireland shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connect with these terms and conditions or its subject matter or formation.

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