Standard Terms and Conditions for Sale of Goods and Services of Duke Furniture Ltd

Business to Business Buyers Only

1 DEFINITIONS

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

1.1 "Buyer" means the business organisation or sole trader which buys Goods from the Seller;

1.2 "Goods" means the goods to be supplied to the Buyer by the Seller which shall include any Products;

1.3 "Intellectual Property Rights" means all patents, registered and unregistered designs, copyright, trade marks, know-how and all other forms of intellectual property wherever in the world enforceable;

1.4 “Price” means the price of the Goods and / or Services as quoted by the Buyer to the Seller and as set out in the Order.

1.5 "Seller" means Duke Furniture Ltd, Venture Point, Towers Business Park, Rugeley, Staffordshire. WS15 1UZ. United Kingdom.

1.6 “Services” means the services that the Seller is providing to the Buyer as set out in the Order which includes where applicable installation services in respect of the Goods.

1.7 “Order” means the Buyer’s order for the Goods and/or Services as set out overleaf

1.8 “Product” means the product created for the Buyer as a result of the Services, as set out in the Order

1.9 “Conditions” these terms and conditions as amended from time to time in accordance with clause 21

2 GENERAL

2.1 Construction. In these Conditions, the following rules apply:

(a) a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);

(b) a reference to a party includes its personal representatives, successors or permitted assigns;

(c) a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;

(d) any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and

(e) a reference to writing or written includes e-mails.

2.2 The Order constitutes an offer by the Buyer to purchase Goods and/or Services in accordance with these Conditions.

2.3 The Order shall only be deemed to be accepted when the Seller issues written acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date).

2.4 The Contract constitutes the entire agreement between the parties. The Buyer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Seller which is not set out in the Contract.

2.5 Any samples, drawings, descriptive matter or advertising issued by the Seller and any descriptions of the Goods or illustrations or descriptions of the Services contained in the Seller's catalogues or brochures or visuals or sketches are issued or published for the sole purpose of giving an approximate idea of the Services and/or Goods described in them. They shall not form part of the Contract or have any contractual force.

2.6 These Conditions apply to the Contract to the exclusion of any other terms that the Buyer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.7 All of these Conditions shall apply to the supply of both Goods and Services except where application to one or the other is specified.

2.8 These Conditions are only applicable to the Buyers who are purchasing the Goods or Services in connection with their business

3 PRICE AND PAYMENT

3.1 The Price shall be that in the Seller’s latest quotation, or such other price as the parties may agree in writing. The price is exclusive of VAT which should be added at the standard rate or any other applicable costs. Should the Buyer seek to change an Order for additional Goods, Services or for the addition of materials the Price shall be revised and a new Order created in respect of those Goods and Services and as such shall form a separate contract between the Buyer and the Seller. Prices are based on one order of the entire quotation. Should the Buyer wish to amend the Goods or quantities, the Seller reserves the right to provide a new quotation to the Buyer based on the amendments. Quotations are valid for 30 days.

3.2 The prices for the Goods and / or Services exclude delivery costs, which will be added to the total amount due and set out on the Order.

3.3 The Buyer must make payment for Goods and / or Services in advance by direct bank transfer to our account as shown on the invoice. We do not accept payment by credit or debit card or cheque.

3.4 The Seller will invoice the Buyer in advance for the Goods and / or Services on acceptance of the Buyer’s Order. The Buyer will be required to make an advance payment of 50% of the invoice price of the Goods and / or Services at the date of the invoice plus VAT. Subject to clause 3.8 the Seller will require payment of the balance due on the day it has completed the Services / supplied the Goods.

3.5 If the Buyer fails to make any payment due to the Seller under the Contract by the due date for payment, then the Buyer shall pay interest on the overdue amount at the rate of 2% per annum above the 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 Buyer shall pay the interest together with the overdue amount.

3.6 The Buyer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding except as required by law. The Seller may, without limiting its other rights or remedies, set off any amount owing to it by the Buyer against any amount payable by the Seller to the Buyer.

3.7 If payment of the price or any part thereof is not made by the due date, the Seller shall be entitled to:

3.7.1 require payment in advance of delivery in relation to any Goods and / or Services not previously delivered or installed;

3.7.2 refuse to make delivery and / or installation of any undelivered Goods and / or Services whether ordered under the contract or not and without incurring any liability whatever to the Buyer for non-delivery or any delay in delivery;

3.7.3 terminate the contract.

3.8 The Seller may deliver and / or install the Goods by instalments. Payment for the balance of monies due in respect of each instalment shall be due on completion of each instalment. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Buyer to cancel any other instalment.

4 THE GOODS AND SERVICES

4.1 To the extent that the Goods are to be manufactured in accordance with a specification supplied by the Buyer the Buyer shall indemnify the Seller 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 Seller in connection with any claim made against the Seller for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with the Seller's use of the specification. This clause 4.1 shall survive termination of the Contract.

4.2 The Seller reserves the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirements.

4.3 The Seller will provide manufacture drawings for sign-off by the Buyer after an Order has been placed and prior to manufacturing commencing to provide the Buyer with an opportunity to approve and agree the description drawings and specification of the Goods and / or Services being supplied. Once the Buyer has approved these details and has signed the same, the supply of the Goods and / or Services will commence to be supplied taking account of after the manufacture lead time. Should the Buyer then wish to increase the quantity of the Order for the Goods and or Services the Seller reserves the right to provide a new quotation to the Buyer based on the amendments.

4.4 The Seller shall provide the Services to the Buyer in accordance with the agreed specification in all material respects.

4.5 The Seller shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Goods and/or Services, and the Seller shall notify the Buyer in any such event.

4.6 The Seller warrants to the Buyer that the Services will be provided using reasonable care and skill.

5 DESIGNS & COPYRIGHT

5.1 The Seller will own the copyright, design right and all other intellectual property rights in the Products and any drafts, drawings or illustrations the Seller makes in connection with the Product for the Buyer. The Buyer will therefore not be permitted to retain copies of the Seller’s designs or pass them on to third parties and no licence to do so will be given without the Seller’s prior written consent, together with payment of all consultancy fees and expenses.

5.2 The Buyer warrants that it will keep all price information relating to any quotation or Order confidential.

6 SAMPLES & MANUFACTURE DRAWINGS

6.1 Where a sample of the Goods is shown to and inspected by the Buyer, the parties hereto accept that such a sample is so shown and inspected for the sole purpose of enabling the Buyer to judge for itself the quality of the materials, and not so as to constitute a sale by sample.

7 MANUFACTURE LEAD TIMES

7.1 The standard lead time for the Seller is 8 full working weeks. Manufacture lead times only begin once an Order has been placed in writing and signed by the Seller and the Buyer, cleared 50% deposit payment has been paid to the Seller and providing that all raw materials are in stock. Lead times may be affected by public holidays.

8 MATERIALS

8.1 The Buyer hereby acknowledges that where timber / veneer / veneered laminate is used it is a natural product. As with any timber based product the grain and colour can vary slightly from item to item dependant upon the log number and section of log used.

8.2 The Seller recommends all Goods be cleaned following cleaning instructions supplied by the Seller with delivery.

9 DELIVERY & INSTALLATION

9.1 Unless otherwise agreed in writing, delivery and installation of the Goods shall take place at the address specified by the Buyer in the Order on the date specified by the Seller taking account of any manufacture lead times. The Buyer shall make all arrangements necessary to take delivery and/or installation of the Goods whenever they are tendered for delivery and/or installation.

9.2 The date of delivery and / or installation specified by the Seller is an estimate only. Time for delivery and / or installation shall not be of the essence of the contract.

9.3 In respect of Goods supplied ‘carriage paid’ by the Seller, the Buyer shall be entitled to replacement Goods where the Goods have been damaged during transportation. The Buyer must notify the Seller of the damage within 24 hours of delivery.

9.4 Any snagging of the Goods delivered and installed is to be conducted by the Buyer before completion of the installation whilst the Buyer and Seller are both on site and present. A snagging list shall be signed by both the Buyer and the Seller.

9.5 It is the Buyer’s responsibility to ensure that the delivery and installation site and areas within the delivery and installation site are clear, tidy and ready to accept Goods from the Seller and in accordance with all Heath and Safety Regulations. This includes (but shall not be limited to) any decoration works being complete, clear access to site, functional room lighting available and no other tradesmen being in the area in which the Goods are to be installed / Services to be carried out at the same time as the Seller.

9.6 The Seller advises that Goods are to be delivered, stored and installed into rooms with controlled room temperature of 18 degrees Celsius or above and in a water tight property with no damp issues. If these conditions are not met, The Seller cannot be held responsible for any material expansion or damp within after installation is completed.

9.7 Prices are based on one delivery drop and installation visit per phase unless agreed by the Buyer and Seller in writing prior to the delivery date.

9.8 The Seller will not accept liability of any damage caused to its Goods by a third party contractor. If further works by another contractor is to be carried out on the Goods provided by the Seller, the Seller will require sign-off of the Goods from the Buyer prior to the third party contractor starting their works. The Seller will not accept liability for any consequences of the works carried out by this third party contractor.

9.9 The Seller may deliver the Goods and / or Services by instalments, which shall due for payment in accordance with clause 3.8. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Buyer to cancel any other instalment.

9.10 If the Buyer fails to accept or take delivery of the Goods and / or installation within 14 working days of the Seller notifying the Buyer that the Goods are ready, then except where such failure or delay is caused by a Force Majeure Event or by the Seller's failure to comply with its obligations under the Contract in respect of the Goods:

(f) delivery of the Goods shall be deemed to have been completed at 9.00 am on the 15th working day following the day on which the Seller notified the Buyer that the Goods were ready and/ or to be installed; and

(g)the Seller shall store the Goods until delivery takes place, and charge the Buyer for all related costs and expenses (including insurance).

9.11 If 15 working days after the Seller notified the Buyer that the Goods were ready for delivery the Buyer has not accepted delivery of them, the Seller may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Buyer for any excess over the price of the Goods and or Services or charge the Buyer for any shortfall below the price of the Goods and / or Services .

9.12 The Buyer shall not be entitled to reject the Goods if the Seller delivers up to and including 5 per cent more or less than the quantity of Goods ordered.

10 RISK AND RETENTION OF TITLE

10.1 Risk in the Goods shall pass to the Buyer at the moment the Goods are delivered to the address specified if delivery only is purchased. Risk in the Goods shall pass to the Buyer at the moment the installation of the Goods is completed if installation is purchased. Where the Buyer chooses to collect the Goods itself, risk will pass when the Goods are signed for and collected. Where the Buyer chooses to offload and / or install the Goods itself, risk will pass when the Goods are delivered by the Seller to the address specified.

10.2 The risk in the Goods shall pass from the Seller to the Buyer in accordance with clause 10.2 above. However, notwithstanding delivery and the passing of risk in the Goods, title and property in the Goods, including full legal and beneficial ownership, shall not pass to the Buyer until the Seller has received in cleared funds payment in full for all Goods and Services delivered to the Buyer under this and all other contracts between the Seller and the Buyer for which the full price of the Goods and Services there under has not been paid. Payment of the full price of the Goods and Services shall include the amount of any interest or other sum payable under the terms of this and all other contracts between the Seller and the Buyer under which the Goods were delivered.

10.3 Until title to the Goods has passed to the Buyer , the Buyer shall:

(a) hold the Goods on a fiduciary basis as the Seller's bailee;

(b) store the Goods separately from all other goods held by the Buyer so that they remain readily identifiable as the Seller's property;

(c) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;

(d) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on the Seller's behalf from the date of delivery;

(e) notify the Seller immediately if it becomes subject to any of the events listed in clause 14.1.2 to clause 14.1.13 and

(f) give the Seller such information relating to the Goods as the Seller may require from time to time, but the Buyer may resell or use the Goods in the ordinary course of its business.

10.4 If before title to the Goods passes to the Buyer the Buyer becomes subject to any of the events listed in clause 14.1.2 to clause 14.1.13, or the Seller reasonably believes that any such event is about to happen and notifies the Buyer accordingly, then, provided the Goods have not been resold, or irrevocably incorporated into another product, and without limiting any other right or remedy the Seller may have, the Seller may at any time require the Buyer to deliver up the Goods and, if the Buyer fails to do so promptly, enter any premises of the Buyer or of any third party where the Goods are stored in order to recover them.

11 BUYER’S OBLIGATIONS

11.1 The Buyer shall:

11.1.1 ensure that the terms of the Order and (if submitted by the Buyer ) the specification are complete and accurate;

11.1.2 co-operate with the Seller in all matters relating to the Services;

11.1.3 provide the Seller, its employees, agents, consultants and subcontractors, with access to the Buyer 's premises, office accommodation and other facilities as reasonably required by the Seller to provide the Services;

11.1.4 provide the Seller with such information and materials as the Seller may reasonably require to supply the Services, and ensure that such information is accurate in all material respects;

11.1.5 prepare the Buyer 's premises for the supply of the Services;

11.1.6 obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start; and

11.1.7 keep and maintain all materials, equipment, documents and other property of the Seller (Seller Materials) at the Buyer 's premises in safe custody at its own risk, maintain the Seller Materials in good condition until returned to the Seller, and not dispose of or use the Seller Materials other than in accordance with the Seller's written instructions or authorisation

11.2 If the Seller's performance of any of its obligations in respect of the Services is prevented or delayed by any act or omission by the Buyer or failure by the Buyer to perform any relevant obligation (Buyer Default):

11.2.1 the Seller shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Buyer remedies the Buyer Default, and to rely on the Buyer Default to relieve it from the performance of any of its obligations to the extent the Buyer Default prevents or delays the Seller's performance of any of its obligations;

11.2.2 the Seller shall not be liable for any costs or losses sustained or incurred by the Buyer arising directly or indirectly from the Seller's failure or delay to perform any of its obligations as set out in this clause 11.2; and

11.2.3 the Buyer shall reimburse the Seller on written demand for any costs or losses sustained or incurred by the Seller arising directly or indirectly from the Buyer Default.

12 WARRANTY

12.1 The Seller warrants that on delivery, and for a period of 12 months from the date of delivery (warranty period), the Goods shall:

12.1.1 conform with their description and any applicable specification; and

12.1.2 be free from material defects in design, material and workmanship;

12.2 Subject to clause 12.3 if:

12.2.1 the Buyer gives notice in writing during the warranty period within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 12.1;

12.2.2 the Seller is given a reasonable opportunity of examining such Goods; and

12.2.3 the Buyer (if asked to do so by the Seller) returns such Goods to the Seller's place of business at the Buyer 's cost, the Seller shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.

12.3 The Seller shall not be liable for the Goods' failure to comply with the warranty in clause 12.1 if:

12.3.1 the Buyer makes any further use of such Goods after giving a notice in accordance with clause 12.2;

12.3.2 the defect arises because the Buyer failed to follow the Seller's oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice;

12.3.3 the defect arises as a result of the Seller following any drawing, design or Goods Specification supplied by the Buyer ;

12.3.4 the Buyer or a third party alters or repairs such Goods without the written consent of the Seller;

12.3.5 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions;

12.3.6 the Goods differ from their description specification as a result of changes made to ensure they comply with applicable statutory or regulatory standards; or

12.3.7 the defect is one which should have been included on the snagging list

12.4 Except as provided in this clause 12, the Seller shall have no liability to the Buyer in respect of the Goods' failure to comply with the warranty set out in clause 12.1.

12.5 The terms of these Conditions shall apply to any repaired or replacement Goods supplied by the Seller under clause 12.2.

13 LIMITATION OF LIABILITY

13.1 Limitation of liability: THE BUYER'S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE

13.1.1 Nothing in these Conditions shall limit or exclude the Seller’s liability for:

13.1.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;

13.1.1.2 fraud or fraudulent misrepresentation;

13.1.1.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);

13.1.1.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or

13.1.1.4 defective products under the Consumer Protection Act 1987.

13.2 Subject to clause 13.1:

13.2.1 the Seller shall under no circumstances whatever be liable to the Buyer whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract ; and

13.2.2 the Seller’s total liability to the Buyer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed contract value

13.3 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and the terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

13.4 This clause 13 shall survive termination of the Contract.

14 TERMINATION

14.1 Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if:

14.1.1 the other party commits a material breach of its obligations under this Contract and (if such breach is remediable) fails to remedy that breach within 28 days after receipt of notice in writing to do so;

14.1.2 the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) 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;

14.1.3 the other party 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 other than (where a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

14.1.4 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of the other party with one or more other companies or the solvent reconstruction of that other party;

14.1.5 the other party (being an individual) is the subject of a bankruptcy petition or order;

14.1.6 a creditor or encumbrancer of the other party 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 14 days;

14.1.7 an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (being a company);

14.1.8 the holder of a qualifying charge over the assets of the other party (being a company) has become entitled to appoint or has appointed an administrative receiver;

14.1.9 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 other party;

14.1.10 any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 13.2(b) to clause 13.2(i) (inclusive);

14.1.11 the other party suspends, threatens to suspend, ceases or threatens to cease to carry on, all or substantially the whole of its business;

14.1.12 the other party's financial position deteriorates to such an extent that in the Seller's opinion the Buyer's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or

14.1.13 the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.

14.2 Without limiting its other rights or remedies, the Seller may terminate the Contract with immediate effect by giving written notice to the Buyer fails to pay any amount due under this Contract on the due date for payment.

14.3 Once an Order has been placed the Buyer shall not be permitted to cancel the Order for the Goods. The reason for this is that most of the Goods are Products which are bespoke and made to measure. In respect of any other Goods only the Buyer shall have 3 working days in which to terminate from the date of the Order.

14.4 Without limiting its other rights or remedies, the Seller may suspend the supply of Services or all further deliveries of Goods under the Contract or any other contract between the Buyer and the Seller if the Buyer fails to pay any amount due under this Contract on the due date for payment, the Buyer becomes subject to any of the events listed in clause 14.1.2 to clause 14.1.13, or the Seller reasonably believes that the Buyer is about to become subject to any of them.

14.5 On termination of the Contract for any reason:

14.5.1 the Buyer shall immediately pay to the Seller all of the Seller’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has yet been submitted, the Seller shall submit an invoice, which shall be payable by the Buyer immediately on receipt;

14.5.2 the accrued rights and remedies of the parties as at termination shall not be affected, 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; and

14.5.3 clauses which expressly or by implication have effect after termination shall continue in full force and effect.

15 FORCE MAJEURE

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 or that of any of its, manufactures 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 to a reasonable extension of its obligations. If the delay persists for such time as the Seller considers unreasonable, it may, without liability on its part, terminate the contract.

16 RELATIONSHIP OF PARTIES

Nothing contained in these Terms and Conditions shall be construed as establishing or implying any partnership or joint venture between the parties and nothing in these Terms and Conditions shall be deemed to construe either of the parties as the agent of the other.

17 ASSIGNMENT AND SUB-CONTRACTING

The contract between the Buyer and Seller for the sale of Goods shall not be assigned or transferred, nor the performance of any obligation sub-contracted, in either case by the Buyer, without the prior written consent of the Seller.

18 WAIVER

The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions of this Agreement.

19 SEVERABILITY

If any term or provision of these Terms and 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 these Terms and Conditions had been agreed with the invalid, illegal or unenforceable provision eliminated.

20 CONFIDENTIALITY

A party (receiving party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the receiving party by the other party (disclosing party), its employees, agents or subcontractors, and any other confidential information concerning the disclosing party's business, its products and services which the receiving party may obtain. The receiving party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the receiving party's obligations under the Contract, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Contract. The receiving party may also disclose such of the disclosing party's confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. This clause 20 shall survive termination of the Contract

21 GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the law of England and the parties hereby submit to the exclusive jurisdiction of the English courts.

22 VARIATION

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 agreed in writing and agreed by the Seller