Conditions of Sale
GATEMASTER STANDARD CONDITIONS OF SALE
1.1 In these Conditions, the following definitions apply:
“Business Day” a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
“Conditions” these terms and conditions as amended from time to time in accordance with Condition 15.9.
“Contract” the contract between the Supplier and the Purchaser for the sale and purchase of the Goods in accordance with these Conditions.
“Delivery Location” has the meaning set out in Condition 4.1.
“Goods” the goods as set out in the Order Confirmation.
“Intellectual Property Rights” means patents, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
“Order” the Purchaser’s written acceptance of the Supplier’s quotation.
“Order Confirmation” the Supplier’s written acceptance of an Order.
“Purchaser” the person or firm who purchases Goods from the Supplier.
“Specification” any specification for the Goods, including any related plans and drawings, that is agreed in writing by the Purchaser and the Supplier.
“Supplier” Gatemaster Ltd, a company registered in England and Wales with number 09540796.
“Warranty Period” has the meaning given in Condition 7.1.
1.2 These Conditions supersede any earlier Conditions of the Supplier.
1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.4 A reference to a party includes its successors, agents and permitted assigns.
1.5 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.
1.6 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.
1.7 A reference to writing or written excludes fax but not email.
1.8 Headings are included for reference only and do not affect the construction of these Conditions.
2.1 The Order constitutes an offer by the Purchaser to purchase Goods in accordance with these Conditions.
2.2 No Order from the Purchaser for Goods shall be binding on the Supplier and the Contract shall not be formed until the Supplier has issued an Order Confirmation or (if earlier) the Supplier delivers the Goods to the Purchaser.
2.3 These Conditions shall apply to each Contract between Supplier and Purchaser to the exclusion of any other terms that the Purchaser seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing. The Purchaser waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Purchaser that is inconsistent with these Conditions.
- QUOTATIONS AND GOODS
3.1 Any quotation by the Supplier is not an offer for sale and is subject to withdrawal or amendment at any time. Quoted prices are subject to adjustment and unless specifically stipulated otherwise in the Contract the price charged shall be that ruling at date of despatch.
3.2 Quoted prices are exclusive of: (i) Value Added Tax or any other Government tax or levy; and (ii) the costs and charges of packaging, insurance and transport of the Goods, which shall be charged at the prevailing rate and invoiced to the Purchaser.
3.3 Information and advice given by the Supplier whether verbally or in writing or in technical literature is given in good faith but is not binding on the Supplier and the Supplier makes no warranty or representation concerning the same, including in relation to the accuracy or completeness of such information or advice.
3.4 Any samples or advertising produced by the Supplier and any illustrations contained on or in the Supplier’s websites, 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.
3.5 Subject to Condition 3.4, the Goods are as described in the Supplier’s catalogue and website, as modified by any applicable Specification.
3.6 To the extent that the Goods are to be manufactured in accordance with a Specification supplied by the Purchaser, the Purchaser shall be responsible for the accuracy and completeness of such Specification and 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 Condition 3.6 shall survive termination of the Contract.
3.7 The Supplier reserves the right to amend the Specification if required by any applicable statutory or regulatory requirement, and the Supplier shall notify the Purchaser.
3.8 Where the Purchaser’s Specification requires a special tool or equipment to be procured or manufactured by the Supplier in order to complete the supply of the Goods, the Supplier shall be entitled to include a charge in the relevant invoice for the cost of such procurement or manufacture, provided that the Supplier shall retain all title in the tool or equipment (notwithstanding any payment made by the Purchaser) and the Supplier shall be permitted to the fullest extent to use such tool or equipment in its business as it may require.
3.9 The Purchaser shall be responsible for providing any guard or protection necessary to comply with any statutory requirements in connection with the use of the Goods in any operations of equipment or machinery.
4.1 The Supplier shall deliver the Goods in accordance with the delivery terms and to the location set out in the Order Confirmation (“Delivery Location”) and shall not include unloading unless expressly agreed in writing.
4.2 Delivery to a carrier or any person acting on the Purchaser’s behalf shall constitute delivery to the Purchaser.
4.3 Any dates quoted for delivery of the Goods are estimates only and the Supplier shall not be liable for the consequences of any delay. Time shall not be of the essence of the Contract unless expressly agreed in writing between the parties.
4.4 The Supplier shall not be liable for any delay in or failure to deliver the Goods that is caused by a Force Majeure Event or the Purchaser’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.5 Delivery may be made in instalments. Any delay in delivery or defect or failure in any one instalment shall not entitle the Purchaser to amend or cancel any of the remaining instalments.
4.6 Any claim by the Purchaser regarding any damage or partial loss of Goods on delivery and/or arising in transit must be made in writing to the Supplier within three (3) Business Days of the date of delivery and claims for non-delivery within ten (10) Business Days of the delivery date for the relevant Goods.
4.7 If the Supplier fails to deliver the Goods, its liability shall be limited to:
4.7.1 the reimbursement of any advance payments made by the Purchaser to the Supplier; and
4.7.2 the costs and expenses incurred by the Purchaser in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods.
4.8 If the Purchaser fails to take delivery of the Goods (whether on collection from the Supplier’s premises or at the Delivery Location) within three (3) Business Days of the Supplier notifying the Purchaser that the Goods are ready, then except where such failure or delay is caused by a Force Majeure Event or by the Supplier’s failure to comply with its obligations under the Contract in respect of the Goods:
4.8.1 delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day following the day on which the Supplier notified the Purchaser that the Goods were ready; and
4.8.2 the Supplier shall store the Goods until actual delivery takes place and be entitled to charge the Purchaser for all related costs and expenses (including insurance).
4.9 If five (5) Business Days after the day on which the Supplier notified the Purchaser that the Goods were ready for delivery the Purchaser has not accepted actual delivery of them, the Supplier may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Purchaser for any excess over the price of the Goods or charge the Purchaser for any shortfall below the price of the Goods.
- RISK AND TITLE
5.1 The risk in the Goods shall pass to the Purchaser at the time of delivery in accordance with Condition 4.
5.2 Title to the Goods shall not pass to the Purchaser until the Supplier has received payment in full (in cash or cleared funds) in respect of all monies owed by the Purchaser to the Supplier on any account whatsoever.
5.3 Until title in the Goods passes to the Purchaser in accordance with Condition 5.2, the Purchaser shall:
5.3.1 store the Goods separately from all other goods held by the Purchaser so that they remain readily identifiable as the Supplier’s property;
5.3.2 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
5.3.3 maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
5.3.4 notify the Supplier immediately if it becomes subject to any of the events listed in Condition 9.1.2 to Condition 9.1.4; and
5.3.5 give the Supplier such information as the Supplier may reasonably require from time to time relating to:
220.127.116.11 the Goods; and
18.104.22.168 the ongoing financial position of the Purchaser.
5.4 At any time prior to title in the Goods passing to the Purchaser, or if the Purchaser becomes subject to any of the events listed in Condition 9.1.2 to Condition 9.1.4, the Supplier may:
5.4.1 require the Purchaser to deliver up all Goods in its possession, including any that have not been resold or irrevocably incorporated into another product; and
5.4.2 if the Purchaser fails to deliver up promptly in accordance with Condition 5.4.1, enter any premises of the Purchaser or of any third party where the Goods are stored in order to recover them.
5.5 This Condition 5 shall survive termination or expiry of the Contract.
- PRICE AND PAYMENT
6.1 The price of the Goods shall be the price set out in the relevant Order Confirmation. The price of the Goods excludes Value Added Tax or any other Government tax or levy and any packaging, insurance or transportation costs, which will be separately itemised and chargeable.
6.2 Subject to any agreed payment terms in the Order Confirmation, the Supplier reserves the right to invoice the Purchaser in full at the time of Order Confirmation or on delivery of the Goods (including per instalment if delivery is to be made by instalments).
6.3 Subject to Condition 6.4 below or any payment terms agreed in writing in the Order Confirmation or otherwise, the Purchaser shall pay each invoice submitted by the Supplier within thirty (30) days of the date of the relevant invoice in full and cleared funds to a bank account nominated in writing by the Supplier.
6.4 A credit account may be opened by the Purchaser at the Supplier’s discretion following appropriate credit checks and approval of references. Credit terms will be net 30 days from date of invoice unless varied in writing by agreement between Supplier and Purchaser. The Supplier reserves the right to withdraw credit facilities at any time without explanation. Upon such withdrawal, any outstanding invoices shall be payable in accordance with Condition 6.3.
6.5 If the Purchaser fails to make any payment due under the Contract in full by the due date then, without limiting the Supplier’s remedies, the Supplier shall have the right to charge interest on the amount outstanding at the rate of 5% a year above National Westminster Bank plc’s base rate (but at 4% a year for any period when the base rate is below 0%) calculated on a daily accruing basis from the due date until the actual date of payment (whether before or after judgment).
6.6 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).
6.7 The Supplier may, by giving notice to the Purchaser before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
6.7.1 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);
6.7.2 any request by the Purchaser to change the delivery date, quantities or types of Goods ordered, or the Specification; or
6.7.3 any delay caused by any instructions of the Purchaser or failure of the Purchaser to give the Supplier adequate or accurate information or instructions.
7.1 The Supplier warrants that on delivery and for a period of 12 months from the date of delivery (the “Warranty Period”) the Goods shall:
7.1.1 comply in all material respects with any Specification; and
7.1.2 be free from material defects in design, material and workmanship.
7.2 The Supplier gives no warranty that the Goods are suitable for any particular purpose or for use under any specific conditions.
7.3 For any Goods not of Supplier’s manufacture, the Supplier:
7.3.1 will to the extent it is able to pass on the benefit of any warranty provided by the Supplier’s sub-supplier; and
7.3.2 gives no assurance or guarantee that the sale or use of the Goods will not infringe patent copyright or other industrial or intellectual property rights of any third party.
7.4 Any claim by the Purchaser that the Goods do not comply with the warranty in Condition 7.1 shall be made during the Warranty Period in writing to the Supplier within ten (10) Business Days from the date of discovery. No claim will be accepted if received by the Supplier after the end of the Warranty Period.
7.5 Subject to Condition 7.6 and following receipt of a claim in accordance with Condition 7.4, at Supplier’s request the Purchaser shall return the affected Goods to the Supplier for examination. In the event of a defect the Supplier shall, in its sole discretion, repair or replace the defective part of the Goods or refund part or all of the price paid by the Purchaser for the defective Goods.
7.6 The Supplier shall not be liable for any failure of the Goods to comply with the warranty set out in Condition 7.1 above if:
7.6.1 the Goods have been modified, altered, repaired or processed in any way;
7.6.2 the Purchaser continues to use the Goods after making the claim in accordance with Condition 7.4 above;
7.6.3 the defect arises because of unsatisfactory storage or handling by or on behalf of the Purchaser, including any failure to follow any written instructions from the Supplier or, if there are no instructions, good trade practice regarding the same;
7.6.4 the defect arises as a result of the Supplier following any drawing, design or specification supplied by the Purchaser; or
7.6.5 the defect arises as a result of fair wear and tear, wilful damage, negligence or abnormal storage, adverse environment or working conditions.
7.7 The Supplier shall bear all costs in relation to remedial work under Condition 7.5 at its nominated facility, but shall not be responsible for removal of the defective Goods (or any related costs or expenses) from any installation in situ on or offshore, for the removal of any systems, structures or related parts to access the defective parts or for any transportation or other marine logistics arrangements and their related costs or expenses.
7.8 Any repair, replacement or refund referred to in this Condition 7 shall be the Purchaser’s sole and exclusive remedy in relation to any claims it may have arising out of or in respect of any defects caused by the Supplier breaching any warranty given in relation to the quality of the Goods, whether such claims are based in contract, equity, indemnity, warranty, tort (including negligence), strict liability or otherwise.
7.9 The warranties set out in this Condition 7 shall be limited to the express terms above. No implied, statutory or common law warranty or condition of merchantability or fitness for a particular purpose or use (including the terms implied by sections 13 to 15 of the Sale of Goods Act 1979) shall apply and are, to the fullest extent permitted by law, excluded.
7.10 These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.
7.11 In the event that the Purchaser resells the Goods, the Supplier makes no warranty or representation in relation to the Goods in addition to this Condition 7, including their suitability for any use or compliance with any applicable law, regulations or requirements beyond the original supply by the Supplier to the Purchaser under these Conditions. The Purchaser shall be responsible for ensuring compliance with any local legal requirements in relation to such resale by the Purchaser.
7.12 This Condition 7 shall survive the termination or expiry of the Contract.
- LIMITATION OF LIABILITY
8.1 Nothing in a Contract or these Conditions limits or excludes any liability which cannot legally be limited or excluded, including liability for:
8.1.1 death or personal injury caused by negligence;
8.1.2 fraud or fraudulent misrepresentation;
8.1.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
8.1.4 defective products under the Consumer Protection Act 1987.
8.2 Subject to Condition 8.1 above, the Supplier’s total aggregate liability for all claims of any kind, whether arising as a result of breach of contract, warranty, indemnity, tort (including negligence), strict liability or otherwise arising out of the performance or breach of the Contract shall not exceed the total price of the Goods supplied under the relevant Contract.
8.3 Subject to Condition 8.1 above, 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 production;
8.3.5 loss of anticipated savings;
8.3.6 loss of use, including corruption of software, data or information;
8.3.7 loss of or damage to goodwill;
8.3.8 costs of replacement power; and
8.3.9 indirect or consequential loss.
8.4 This Condition 8 shall survive termination or expiry of the Contract.
9.1 Without affecting any other right or remedy available to it, the Supplier may terminate the Contract with immediate effect by giving written notice to the Purchaser if:
9.1.1 the Purchaser commits a material breach of any term of the Contract and (if such breach is remediable) fails to remedy that breach within a period of ten (10) Business Days after being notified in writing to do so;
9.1.2 the Purchaser 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;
9.1.3 the Purchaser suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
9.1.4 the Purchaser’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.
9.2 Without affecting any other right or remedy available to it, the Supplier may:
9.2.1 suspend all further deliveries of Goods under the Contract or any other contract between the Purchaser and the Supplier if the Purchaser fails to pay any amount due under the Contract on the due date for payment, the Purchaser becomes subject to any of the events listed in Condition 9.1.2 to Condition 9.1.4, or the Supplier reasonably believes that the Purchaser is about to become subject to any of them; and
9.2.2 terminate the Contract with immediate effect by giving written notice to the Purchaser if the Purchaser fails to pay any amount due under the Contract on the due date for payment.
9.3 On termination of the Contract:
9.3.1 the Purchaser shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and in respect of: (i) Goods supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Purchaser immediately on receipt; and (ii) Goods which are in production, the Supplier shall submit an invoice for the materials and time spent in the part production of such Goods; and
9.3.2 the Purchaser shall return all Goods which have not been fully paid for. If the Purchaser fails to do so, then the Supplier may enter the Purchaser’s premises and take possession of them. Until they have been returned, the Purchaser shall be solely responsible for their safe keeping in accordance with Condition 5.3 and will not use them for any purpose not connected with this Contract.
9.4 Termination or expiry of the Contract shall not affect any rights, remedies, obligations and liabilities of the parties that have accrued up to the date of 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.
9.5 Any provision of the Contract that expressly or by implication is intended to have effect after termination or expiry shall continue in full force and effect. This Condition 9 shall survive termination or expiry of the Contract.
- FORCE MAJEURE
10.1 For the purposes of the Contract, “Force Majeure Event” shall be defined as any circumstances, whether foreseen or unforeseen, beyond the reasonable control of the Supplier, including, but not limited to:
10.1.1 Acts of God, drought, earthquake or other natural disaster or severe weather conditions;
10.1.2 Strikes, lock-outs or other industrial disputes;
10.1.3 Collapse of buildings, fire, explosion or accident;
10.1.4 Discharge of any toxic, contaminated or hazardous materials on or near to the Supplier’s or Purchaser’s site;
10.1.5 Compliance with any law or governmental order, rule, regulation or direction or the effect of any action or failure to act of public services or government authorities;
10.1.6 Epidemic or pandemic;
10.1.7 Acts of war (whether declared or not), sabotage, blockades, embargoes, invasions, insurrection, riots, breach of peace, mobilization, requisition, acts of emergency, terrorism and the threat of those acts;
10.1.8 Transportation interruptions or delays;
10.1.9 Shortage of materials or default of suppliers or subcontractors; or
10.1.10 Interruption or failure of utility services.
10.2 The Supplier shall not be liable to the Purchaser as a result of any delay or failure to perform its obligations under the Contract as a result of a Force Majeure Event.
10.3 If the Force Majeure Event prevents the Supplier from providing any of the Goods for more than sixty (60) Business Days, the Supplier shall, without limiting its other rights or remedies, have the right to terminate the Contract immediately by giving written notice to the Purchaser.
- INTELLECTUAL PROPERY RIGHTS
11.1 All Intellectual Property Rights in or arising out of or in connection with the Goods, including any materials, documents, drawings or designs created by the Supplier (other than Intellectual Property Rights in any materials provided by the Purchaser) shall be owned by the Supplier.
11.2 The Purchaser grants the Supplier a fully paid-up, non-exclusive, royalty-free non-transferable licence to copy and modify any materials provided by the Purchaser to the Supplier (including any Purchaser specification, logos, designs or layouts) for the term of the Contract for the purpose of providing the Goods to the Purchaser.
11.3 This Condition 11 shall survive termination or expiry of the Contract.
12.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by Condition 12.2.
12.2 Each party may disclose the other party’s confidential information:
12.2.1 to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this Condition 12; and
12.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
12.3 No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.
12.4 This Condition 12 shall survive termination or expiry of the Contract.
- CANCELLATION AND RETURNS
13.1 Without prejudice to any other provision of these Conditions and subject to this Condition 13, Goods supplied in accordance with these Conditions cannot be returned without the Supplier’s prior written consent.
13.2 Goods may only be returned to the Supplier following the Supplier’s acceptance under Condition 13.1 if:
13.2.1 the Purchaser has notified the Supplier and arranged at its own cost the return of the Goods to the Supplier’s premises within ten (10) Business Days of the original delivery date of the Goods by the Supplier to the Delivery Location; and
13.2.2 the Goods are, in the Supplier’s opinion, in re-saleable condition and in their original packaging.
13.3 The Supplier shall be entitled to charge a handling charge of 15% of the value of the returned Goods and invoice for or set-off such amount in accordance with Condition 6.
- GOVERNING LAW
14.1 The Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
14.2 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract or its subject matter or formation (including non-contractual disputes or claims).
15.1 The Purchaser shall not, without the Supplier’s prior written consent, assign, transfer or sub-contract any of its rights or obligations under this Contract.
15.2 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.
15.3 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. 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.
15.4 Any notice given to a party under or in connection with the Contract shall be in writing and shall be 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) and deemed to have been received at the time of delivery (if hand delivered) or at 9.00 am on the second Business Day after posting. Notices may be sent by email to the other party’s designated email address and shall be deemed served at the time of transmission. This Condition 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.
15.5 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 or part provision of the Contract is deemed deleted under this Condition, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the commercial result of the original provision.
15.6 Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.
15.7 Unless it expressly states otherwise, the Contract does not and is not intended to give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
15.8 The Contract constitutes the entire agreement between the parties. 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.
15.9 No variation of the Contract shall be effective unless it is agreed in writing and signed by the authorised representatives of the parties. For the purposes of this Condition, writing shall not include email, but the parties may evidence their signatures by electronic means.