LIBERTY RETAIL LIMITED
TERMS AND CONDITIONS FOR THE PURCHASE OF GOODS
(the “CONDITIONS”)
1. APPLICATION
1.1. These Conditions, together with the Order and any Commercial Agreement shall constitute the whole agreement between Liberty and the Supplier and shall govern the Contract to the exclusion of any other terms that the Supplier seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. These Conditions are the only terms on which Liberty is prepared to purchase the Goods from the Supplier.
1.2. The Order constitutes an offer by Liberty to purchase the Goods in accordance with these Conditions. If the Supplier does not wish to accept these Conditions, the Supplier should not accept the Order and should inform Liberty immediately.
1.3. In the event of any inconsistency between these Conditions, any Commercial Agreement and the Order, the Commercial Agreement shall take priority, followed by the Order and then these Conditions, to the extent of the inconsistency.
1.4. The Supplier acknowledges and agrees that the Contract, including these Conditions, shall prevail over any inconsistent terms or conditions howsoever introduced by the Supplier to Liberty.
1.5. These Conditions shall be deemed to incorporate the terms of the Supplier Compliance Guidelines and the Supplier and Partner Code of Conduct, each as amended from time to time. It is the Supplier’s responsibility to ensure that it has read and understood these Conditions and any incorporated documents and that it is able to comply with them in full.
2. INTERPRETATION
2.1. In these Conditions:
“Business Day” means a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
“Commercial Agreement” means any commercial trading terms entered into between Liberty and the Supplier in respect of the Goods.
“Conditions” means the terms and conditions set out in this document as amended from time to time in accordance with Clause 24.3.
“Contract” means the contract between Liberty and the Supplier for the sale and purchase of the Goods, which comprises these Conditions, the Order and any Commercial Agreement.
“Data Protection Legislation” means General Data Protection Regulation ((EU) 2016/679) and the Data Protection Act 2018 and all other legislation and regulatory requirements in force from time to time, which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications).
“Delivery Date” means the date specified in the Order or, if none is specified, the date notified to the Supplier by Liberty on reasonable written notice. If a range of delivery dates (i.e. a permitted delivery window) is specified in the order, “Delivery Date” shall mean any one of these.
“Delivery Location” means the address for delivery of Goods as set out in the Order, or as otherwise agreed between the parties.
“Force Majeure Event” means the following, to the extent they are outside the affected party’s control and are not reasonably foreseeable and cannot reasonably be avoided or overcome by the affected party: an act of God, fire, flood, lightning, earthquake or other natural disaster, pandemic, war, riot or civil unrest, strike, lockout or boycott or other industrial action except strikes or other industrial disputes involving the Supplier’s or its suppliers’ workforce.
“Goods” means the goods (or any part of them) set out in the Order.
“Liberty” means Liberty Retail Limited (registered in England and Wales with company number 00042324).
“Liberty Group” means any other legal entity which is from time to time a subsidiary or holding company of Liberty or a subsidiary or holding company of any such holding company.
“Order” means Liberty’s order for the Goods, as set out in Liberty’s purchase order form (no other communication shall constitute an “Order” for the purposes of these Conditions).
“Price” means the price for the Goods as set out in the relevant Order (as may be adjusted in accordance with any Commercial Agreement).
“Specification” means any specification for the Goods, including any related drawings or prototypes, that is agreed in writing by Liberty and the Supplier.
“Supplier” means the person or firm from whom Liberty purchases the Goods.
“Supplier and Partner Code of Conduct” means Liberty’s Supplier and Partner Code of Conduct hosted here: https://www.libertylondon.com/uk/corporate-social-responsibility.html, as updated from time to time and including any policies incorporated into the Code of Conduct by reference.
“Supplier Compliance Guidelines” means the Supplier Compliance Guidelines issued to the Supplier by the Liberty from time to time.
2.2. Save where otherwise specified, references in the Contract to a “month”, “year” or “annual” shall be construed in accordance with the applicable 4-4-5 financial year calendar followed by Liberty from time to time.
2.3. Any reference in these Conditions to a statute shall be construed as a reference to that statute as amended, re-enacted or extended from time to time.
2.4. Words importing the singular shall include the plural and vice versa and words denoting any gender shall include all genders. The words "include", "includes", "including" and "such as" and similar expressions are to be construed as if they were immediately followed by the words "without limitation".
2.5. A reference to writing or written includes emails.
2.6. Clause headings in these Conditions are for convenience only and shall not affect their interpretation or construction.
3. ORDER
3.1. The Order shall be binding on the parties on the earlier of:
i. the Supplier’s written acceptance of the Order; and
ii. the Supplier doing any act consistent with fulfilling the Order.
3.2. Acceptance of the Order by the Supplier constitutes acceptance of these Conditions.
3.3. The Supplier shall supply, in accordance with the Contract, the Goods at the Price for delivery on the Delivery Date.
3.4. Quantities of the Goods shall be specified in the Order.
3.5. Liberty reserves the right to withdraw any Order prior to acceptance by the Supplier.
3.6. Once an Order is accepted by the Supplier, it may not be cancelled or amended by the Supplier without the written agreement of Liberty.
3.7. Liberty may cancel an Order in whole or in part at any time before delivery with immediate effect by giving the Supplier reasonable notice in writing. If Liberty cancels an Order, such cancellation discharges Liberty’s and the Supplier’s obligations in respect of that Order and neither party shall have any obligations to the other, except that Liberty shall pay the Supplier fair and reasonable compensation for any work in progress on the Goods at the time of termination, but such compensation shall not include loss of anticipated profits or any consequential loss.
3.8. Any typographical, clerical or other accidental error or omission in the Order, or in any Specifications shall be subject to correction without liability on the part of Liberty.
4. THE GOODS
4.1. The Supplier warrants that the Goods shall:
i. conform with their description and any applicable Specification and/or requirements set out in a purchase order or otherwise notified to you in writing ;
ii. be of satisfactory quality and fit for any purpose held out by the Supplier or made known to the Supplier by Liberty expressly or by implication;
iii. be free from defects in design, material and workmanship; and
iv. comply with all applicable statutory and regulatory requirements from time to time relating to the manufacture, product safety, labelling, packaging, storage, handling and delivery of the Goods, including the General Product Safety Regulations 2005, the Sale of Goods Act 1979, the Supply of Goods and Services Act 1982 and the Consumer Rights Act 2015.
4.2. The Supplier shall pass to Liberty the benefit of any additional warranties secured from its own
suppliers.
4.3. For the avoidance of doubt, Liberty shall have complete control over the retail selling price of the Goods.
5. INSPECTION AND TESTING
5.1. Liberty may inspect and test the Goods at any time before delivery. The Supplier shall remain fully responsible for the Goods despite any such inspection or testing and any such inspection or testing shall not reduce or otherwise affect the Supplier’s obligations under the Contract.
5.2. If following such inspection or testing Liberty considers that the Goods do not conform or are unlikely to comply with the Supplier’s undertakings at Clause 4.1 Liberty shall inform the Supplier and the Supplier shall immediately take such remedial action as is necessary to ensure compliance.
5.3. Liberty may conduct further inspections and tests after the Supplier has carried out its remedial actions.
6. DELIVERY
6.1. The Supplier shall, unless otherwise agreed between the parties, deliver the Goods at its risk and expense in accordance with the Contract and the Supplier Compliance Guidelines.
6.2. Unless otherwise agreed between the parties in writing, the Supplier shall ensure all necessary import licences and other governmental authorisations have been obtained and that all duties, imposts and taxes, including any import duties have been satisfied prior to delivery of the Goods to Liberty.
6.3. Liberty reserves the right to reject deliveries that are not in compliance with the Contract and/or the Supplier Compliance Guidelines and to charge the Supplier for the administrative costs arising out of such non-compliance.
6.4. The timing of delivery of the Goods shall be of the essence.
6.5. Without prejudice to its other rights and remedies, if the Goods are not delivered by the Delivery Date, Liberty may, at its option, reject the Goods or claim or deduct 5% of the price of the Goods for each week’s delay in delivery by way of liquidated damages up to a maximum of 25% of the total price of the Goods. If Liberty exercises its rights under this Clause 6.5, it shall not be entitled to the remedies in Clause 9.1 in respect of the Goods’ late delivery (but such remedies shall be continue to be available in respect of the Goods’ condition).
6.6. Liberty may require the Supplier to reschedule the delivery of the Goods (or some of them) by giving the Supplier reasonable notice in writing.
6.7. Delivery of the Goods shall be completed following the unloading the Goods at the Delivery Location and once a Liberty authorised representative has signed the Supplier’s delivery docket. The docket is signed on an “unchecked” basis and does not indicate Liberty’s acceptance of the Goods.
6.8. If the Supplier delivers Goods in excess of the quantities specified in the Order, Liberty may, at its discretion, accept the excess Goods or reject the excess Goods and require the Supplier to collect the rejected Goods at the Supplier’s risk and expense. In the event that the Supplier fails to collect such rejected Goods within the time period notified to it by Liberty (acting reasonably), Liberty shall be entitled to write-off or otherwise dispose of the Goods at its discretion.
6.9. The Supplier shall not deliver the Goods in instalments without Liberty’s prior written consent. Where it is agreed that the Goods are to be delivered by instalments, they may be invoiced and paid for separately. Failure by the Supplier to deliver any one instalment on time or at all, or any defect in an instalment shall entitle Liberty to the remedies set out in Clause 9.
7. ACCEPTANCE
7.1. Liberty shall not have accepted, or be deemed to have accepted, the Goods until:
i. the Goods have been delivered to or at the Delivery Location; and
ii. Liberty has completed to its satisfaction the Goods inspection process outlined in the Supplier Compliance Guidelines.
7.2. Liberty shall be entitled to the remedies set out in Clause 9 if the Goods are not in full compliance with the Contract and any acceptance of defective, late or incomplete Goods shall not constitute a waiver of any of Liberty’s rights and remedies, including its right to reject.
8. TITLE AND RISK
8.1. Unless otherwise set out in these Conditions or agreed in writing between the parties, title and risk in the Goods shall pass to Liberty on its acceptance of the Goods in accordance with Clause 7.
8.2. The Supplier shall retain the risk and liability for any Goods that are not accepted by Liberty.
8.3. For the avoidance of doubt, the Supplier shall be responsible and liable for all Goods while they are in transit to the Delivery Location. The Supplier shall repair or replace any Goods that are lost or damaged in transit to Liberty’s reasonable satisfaction.
8.4. The Supplier warrants that it has the right to sell the Goods to Liberty and that the Goods will be free of all encumbrances.
9. REMEDIES
9.1. Without prejudice to any other right or remedy Liberty may have, if, at any time within 12 months of the date of delivery, the Goods do not comply with the Contract in any way, then, whether or not it has accepted the Goods, Liberty may exercise any one or more of the following remedies:
i. reject the Goods (in whole or in part) and return them to the Supplier at the Supplier’s own risk and expense;
ii. require the Supplier to repair or replace the rejected Goods, or to provide a full refund of the price of the rejected Goods (if paid);
iii. refuse to accept any subsequent delivery of the Goods which the Supplier attempts to make; and/or
iv. claim damages for any other costs, loss or expenses incurred by Liberty which are attributable to the Supplier’s failure to carry out its obligations under the Contract.
9.2. These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.9.3. Liberty’s rights and remedies under these Conditions are in addition to its rights and remedies implied by statute and common law.
10. PRICE AND PAYMENT
10.1. Subject to Clause 10.2, Liberty shall not be obliged to pay any extra charges in excess of the Price, unless otherwise agreed in writing between Liberty and the Supplier.
10.2. The Price is exclusive of value added tax (“VAT”) but, unless otherwise agreed between the parties, inclusive of packaging, insurance, carriage and all other taxes and duties. Liberty shall pay to the Supplier, on receipt of a valid VAT invoice, such additional amounts due to the Supplier in respect of VAT.
10.3. The Supplier may invoice Liberty for the Price of the Goods on or at any time after the completion of delivery, unless otherwise agreed with Liberty in writing. The Supplier shall ensure that the invoice complies with all requirements set out in the Supplier Compliance Guidelines.
10.4. Unless otherwise agreed in the Commercial Agreement, Liberty shall pay correctly prepared, undisputed invoices within 90 days of receipt of the invoice. Payment shall be made to the bank account nominated in writing by the Supplier.
10.5. Unless otherwise agreed in writing between the parties, Liberty shall be entitled to apply a standard discount to the Price at 3% for payment within 60 days, 5% for payment within 30 days and 15% for payment prior to delivery (“Settlement Discount”), in each case of the date of receipt of a correctly prepared, undisputed invoice.
10.6. The Settlement Discount will not be repaid if Liberty returns stock to the Supplier at a later date.
10.7. If a party fails to make any payment due to the other under the Contract by the due date for payment, then the defaulting party shall pay interest on the overdue amount at the rate of 3% 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 (inclusive). Each party acknowledges and agrees that the interest set out in this Clause provides a substantial remedy in respect of any late payment and therefore any right to receive statutory interest shall not apply. This Clause 10.7 shall not apply to payments the defaulting party disputes in good faith.
10.8. Liberty may at any time, without limiting any of its other rights or remedies, set off any liability of the Supplier to Liberty against any liability of Liberty to the Supplier.
11. CONSIGNMENT
11.1. Goods indicated in an Order as consignment Goods (the “Consignment Goods”) shall be held and sold by Liberty on a consignment basis.
11.2. Risk in any Consignment Goods shall pass to Liberty on delivery of the Consignment Goods to Liberty. Title in the Consignment Goods shall remain with the Supplier until the Consignment Goods are sold to a customer of Liberty.
11.3. Within 14 days of the end of each month, Liberty shall pay to the Supplier the agreed Price for all Consignment Goods sold in that month (less any returns).
11.4. The return of any Consignment Goods to the Supplier shall be at the Supplier’s risk and expense.
12. SALE OR RETURN
12.1. Goods indicated in an Order as sale or return Goods (the “SOR Goods”) shall be purchased on a sale or return basis and Liberty shall be entitled to return to the Supplier, at the Supplier’s cost, any of the SOR Goods that it has not sold by the end of the agreed selling period.
12.2. Risk and title in any unsold SOR Goods shall pass back to the Supplier on despatch of those Goods from Liberty. On receipt of confirmation from Liberty that the SOR Goods have been shipped to the Supplier, the Supplier shall promptly refund Liberty the Price for the returned SOR Goods.
13. ONLINE SALES
13.1. Liberty shall be entitled to the sell the Goods throughout the world via such sales channels as it may implement from time to time.
13.2. The Supplier shall, within one week of request by Liberty and in such form as Liberty shall notify from time to time, provide Liberty with such information as reasonably requested by Liberty in order to make the Goods available for sale online worldwide, including, product descriptions, any relevant dimensions, measurements or volumes, the commodity code, the country of origin and the composition of the Goods, and where applicable, the material safety data sheet relating to the Goods.
13.3. The Supplier shall at its expense, supply to Liberty a reasonable number of high resolution images of each of the Goods that are consistent with any style guide and/or image requirements notified to the Supplier from time to time, together with the accompanying text descriptions. The images and text will be uploaded to Liberty's website in order that Liberty and any intermediary that Liberty appoints from time to time to conduct sales and fulfilment of Goods to customers who purchase from the website who are located outside of the United Kingdom may sell, or make available for sale, the Goods via the website.
13.4. If Liberty (acting reasonably) is not satisfied with the quality or quantity of the images and and/or text received in accordance with Clause 13.3, the Supplier shall immediately on request provide Liberty with replacement images and/or text of a sufficient quality and quantity which are satisfactory to Liberty.
14. INTELLECTUAL PROPERTY
14.1. The Supplier confirms that it owns, or has a valid licence to use, all intellectual property rights comprised in, or associated with, the Goods and agrees to license to Liberty the same to the extent required for the promotion and sale of the Goods.
14.2. The Supplier warrants that the promotion, sale or use of the Goods (including any packaging or labelling on, or supplied with, the Goods), or of any point of sale or promotional materials provided by the Supplier, will not infringe the intellectual property rights of any third party.
14.3. The Liberty name, trade marks, copyright, designs and associated goodwill are valuable assets of Liberty and, save as expressly agreed between the parties in writing, the Supplier shall have no right to use any of the foregoing intellectual property.
15. LIABILITY AND INDEMNITY
15.1. The Supplier shall indemnify, keep indemnified and hold harmless Liberty from all claims, losses, costs, demands, proceedings or suffered or incurred by Liberty as a result of or in connection with:
i. any breach of Clauses 4.1, 12, 14, 16, 17, 18 or 19;
ii. any damage or destruction to any premises or property of Liberty, or a member of the Liberty Group to the extent that the damage is caused by an act or omission of Supplier, its employees, agents or subcontractors;
iii. any breach by the Supplier of any law or regulation which causes or contributes to any breach of law by Liberty or a member of the Liberty Group;
iv. any claim made against Liberty by a third party for death, personal injury or damage to property arising out of or in connection with defects in Goods, to the extent that the defects in the Goods are attributable to the acts or omission of the Supplier, its agents or subcontractors; and
v. any claim made by a third party arising out of or in connection with the supply of the Goods, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of the Contract by the Supplier, its employees, agents or subcontractors.
15.2. This Clause 15 shall survive termination of the Contract.
16. INSURANCE
The Supplier shall maintain in force, with a reputable insurance company, professional indemnity insurance, product liability insurance and public liability insurance to cover the liabilities that may arise under or in connection with the Contract, and shall, on Liberty’s request, produce both the insurance certificate giving details of cover and the receipt for the current year’s premium in respect of each insurance.
17. CONFIDENTIALITY
17.1. A party (the “Receiving Party”) shall keep confidential all information supplied (in writing or orally) by the other party (the “Disclosing Party”) that is by its nature confidential or which is designated confidential by the Disclosing Party and shall only use such information for performance of that party’s obligations under the Contract. 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.
17.2. This Clause 17 shall survive termination of the Contract.
18. COMPLIANCE WITH LAWS
In performing its obligations under the Contract, the Supplier shall comply with all applicable laws, statutes, regulations and codes from time to time in force (including the Data Protection Legislation).
19. RESPONSIBLE SOURCING
19.1. In performing is obligations under the Contract, the Supplier shall:
i. comply with all applicable anti-slavery and human trafficking laws, statutes, regulations and codes from time to time in force, including, without limitation, the Modern Slavery Act 2015;
ii. operate its business in accordance with Liberty’s Partner and Supplier Code of Conduct;
iii. include in contracts with its direct subcontractors and suppliers provisions which are at least as onerous as those set out in this Clause 19;
iv. notify the Liberty as soon as it becomes aware of any breach of the Liberty’s Partner and Supplier Code of Conduct, the Child and Young Worker Policy, the Migrant and Contract Labour Policy and Homeworker Policy which has a connection with this Agreement;
v. maintain a complete list of its direct suppliers for all Goods and the Supplier shall promptly on request provide such list, with full details of the Supplier’s due diligence procedures, to Liberty.
19.2. The Supplier warrants and represents that it has not been convicted of any offence involving slavery and human trafficking; nor has it been the subject of any investigation, inquiry or enforcement proceedings regarding any offence or alleged offence of or in connection with slavery and human trafficking.
20. ANTI-BRIBERY
20.1. The Supplier shall and shall procure that its agents and contractors shall comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption (including the Bribery Act 2010) (the “Anti Bribery Rules”) and not do, or omit to do, any act that will cause or lead Liberty to breach any Anti Bribery Rules.
20.2. The Supplier shall:
i. maintain in place throughout the term of this Agreement its own policies and procedures and ensure compliance with the Anti Bribery Rules (and enforce such policies and procedures where necessary); and
ii. notify Liberty in writing if it becomes aware of any breach of Clause 20.1 or has reason to believe that it or any person associated with it has received a request or demand for any undue financial or other advantage in connection with the performance of this Agreement;
21. TERMINATION
21.1. Without limiting its other rights or remedies, Liberty may terminate the Contract with immediate effect by giving written notice to the Supplier if:
i. the Supplier commits a material breach of the Contract and (if such a breach is remediable) fails to remedy that breach within thirty days of being notified in writing to do so;
ii. any consent, licence or authorisation held by the Supplier is revoked or modified such that the Supplier is unable to comply with its obligations under the Contract;
iii. the Supplier materially or persistently fails to meet a requirement of a Specification or an inspection or test;
iv. an act or omission of the Supplier is likely, in the reasonable opinion of Liberty, to put at risk or damage the good name and/or reputation of Liberty or the Liberty Group; or
v. the Supplier breaches Clause 18, 19 or 20.
21.2. Either party may terminate the Contract at any time with immediate effect if:
i. 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;
ii. the other party takes any step or action for or in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being made bankrupt, 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;
iii. the Supplier stops carrying on, suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
iv. the Supplier’s financial position deteriorates to such an extent that in Liberty’s opinion the Supplier’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
21.3. The Supplier shall have the right to terminate the Contract in the event that Liberty fails to make payment in accordance with Clause 10 of these Conditions, provided that the Supplier has given Liberty thirty days’ notice of its intention to terminate and payment is not made by Liberty before the expiry of the thirty days.
21.4. Termination of the Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination.
21.5. Clauses that expressly or by implication survive termination of the Contract shall continue in full force and effect.
22. CUSTOMER SERVICES
The Supplier shall nominate an individual who shall be available to Liberty as a point of escalation for any customer queries received by Liberty in respect of the Goods. The Supplier shall promptly provide all assistance reasonably required by Liberty to resolve such queries.
23. FORCE MAJEURE
23.1. Neither party shall be liable for delay or failure to perform its obligations under the Contract due to a Force Majeure Event.
23.2. The party affected by the Force Majeure Event will use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations. If the Force Majeure Event delays or prevents the affected party’s performance for a continuous period of thirty days or more, the other party may terminate the Contract on thirty days’ written notice.
24. GENERAL
24.1. Assignment: Neither party shall assign, novate, sub-license, mortgage or otherwise transfer in whole or in part any or all of its rights and/or obligations under the Contract, without the prior written consent of the other part, save that Liberty may assign, novate, sub-licence, mortgage or otherwise transfer in whole or in part any or all of its rights and/or obligations under the Contract to another member of the Liberty Group.
24.2. Entire agreement. The Contract contains all the terms agreed between the parties regarding its subject matter and supersedes and replaces any prior agreement, understanding or arrangement between them, whether in oral or in writing.
24.3. Variation. Except as expressly set out in the Contract, no variation of the Contract shall be effective unless it is agreed in writing and signed by both parties. The parties may agree to supplement the Contract with a further “Commercial Agreement” which, if entered in to by the parties shall, upon being entered into, become and form part of the Contract.
24.4. Waiver. No failure or delay by a party to exercise any right or remedy under the Contract or by law shall constitute a waiver of such right or remedy and shall in no way affect that party’s right later to enforce or exercise it.
24.5. Severance. If any provision (or part provision) of the Contract is considered unlawful, void or unenforceable, the provision shall be severed or amended to the minimum extent necessary to make it valid and enforceable and shall not affect the validity or enforceability of the rest of the Contract.
24.6. Notices. All notices and other communications required to be given under the Contract shall be in writing and addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case). The notice will only be valid if delivered by hand, registered post (or similar), or courier. Any such notice shall be deemed to be received on delivery if delivered by hand or courier or three days after dispatch if sent by registered post or similar, unless that day not a Business Day, in which case notice shall be deemed to be received on the next Business Day. This Clause does not apply to the service of any proceedings or other documents in any legal action, or other method of dispute resolution.
24.7. Third party rights. No one other than a party to the Contract shall have any right to enforce any of its terms.
24.8. No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, create any partnership or joint venture between the parties or make one party the agent of the other for any purpose. Each party is acting on its own behalf and not for the benefit of any other person.
24.9. Governing law and Jurisdiction.
i. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England.
ii. Each party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.