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1. GENERAL
1.1 The following terms and conditions together with any additional specific terms and conditions agreed in writing between the parties shall unless agreed in writing by a director of Pro-Bel Limited (hereinafter referred to as “Pro-Bel"), apply to and govern all orders for the sale or supply of products and services or the licensing of software by Pro-Bel. All orders are subject to acceptance by Pro-Bel of a confirmed purchase order. Pro-Bel has the right to refuse to accept orders. The expression “product” refers to Pro-Bel and third party products available for sale or software licensed to the Buyer.
2. QUOTATIONS
2.1 Any quotation made by Pro-Bel is subject to Pro-Bel obtaining satisfactory credit and payment references in respect of the Buyer. A quotation shall unless otherwise stated therein remain open for acceptance for 30 days only, after which time it shall lapse and cease to be binding on Pro-Bel. Every quotation is subject to:
(i) revision by Pro-Bel for errors and omissions;
(ii) increase in price in accordance with condition 3.1 below and;
(iii) the provision of products of a similar or equivalent nature as may be agreed with the buyer.
3. PRICES
3.1 Prices are based on current costs and charges for the products at the date of quotation or at such earlier date as may be specified by Pro-Bel. Prices may be increased by Pro-Bel to take into account any change in such costs or charges for the products. Acknowledged purchase orders shall be invoiced at the price in effect at the time of Pro-Bel’s acceptance of the order.
3.2 Unless agreed in writing, the price quoted shall exclude delivery charges, any taxes, Value Added Tax, duty or levy, which the Customer shall pay in addition.
3.3 Pro-Bel shall not accept purchase orders for products where the price for the order is £75 or less.
4. DELIVERY AND RISK
4.1 4.1 Where Pro-Bel is requested to despatch products to a location within the United Kingdom, delivery shall be deemed to take place when they are despatched from Pro-Bel premises by or on behalf of Pro-Bel.
4.2 4.2 Where Pro-Bel is requested to despatch products to a location outside the United Kingdom, delivery shall be deemed to take place when the products reach the carrier on which they are to be carried.
4.3 Risk in the products shall pass to the Buyer upon delivery and Pro-Bel shall not be liable for any loss or damage to the products from the time that the products are so delivered.
4.4 Any delivery date given by Pro-Bel for delivery is given as an estimate only unless Pro-Bel expressly agrees in writing to be bound by a delivery date. Pro-Bel shall in no event be liable for direct, indirect or consequential loss arising from delays in delivery.
4.5 Pro-Bel is not responsible for delay or failure to deliver due to causes beyond its reasonable control, including but not limited to fire, flood, Act of God or insolvency of sub-contractors or suppliers or inability to obtain products, licenses or services from third party suppliers.
4.6 Delivery shall be made during normal working hours (excluding national holidays). If the Buyer requires delivery to be made outside such times, an additional charge shall be payable.
5. DELIVERY CHARGES
5.1 All transportation and transit insurance costs will be payable by the Buyer in addition to the price for the products, unless otherwise agreed with Pro-Bel.
6. TRANSPORTATION
6.1 Pro-Bel shall, in the absence of agreement to the contrary, be entitled to use any method or means of transportation it may select and may despatch the products in such quantities or partial or complete shipments as it may think fit. No claim in respect of any loss or damage to products in transit will be accepted by Pro-Bel.
7. STORAGE
7.1 If Pro-Bel does not receive from the Buyer sufficient instructions to enable it to despatch the products within fourteen days after notifying the Buyer that the same are ready to despatch, Pro-Bel shall be entitled to arrange storage of the products either at its own premises or elsewhere on the Buyer’s behalf and all charges for storage, insurance, transport or demurrage (including Pro-Bel’s charges for storage) and incidental expenses shall be payable by the Buyer. The products shall be deemed to have been delivered and the risk therein shall be deemed to have passed to the Buyer on the date of despatch.
8. PROPERTY
8.1 In accordance with clause 4.3, the products shall be at the Buyer’s risk from the place of delivery.
8.2 In spite of delivery having been made, property in the products shall not pass from Pro-Bel until:
8.2.1 8.2.1 the Buyer has paid the price plus VAT (if applicable) in full; and
8.2.2 8.2.2 no other sums whatever shall be due from the Buyer to to Pro-Bel.
8.3 Until property in the products passes to Pro-Bel in accordance with clause 8.2, the Buyer shall hold the products and each of them on a fiduciary basis as bailee for Pro-Bel. The Buyer shall store the products (at no cost to Pro-Bel) separately from all other products in the Buyer’s possession and marked in such a way that they are clearly identified as Pro-Bel’s property.
8.4 At any time after the due date for payment of the price for the products and before the Buyer has paid the full price, Pro-Bel and its representatives shall be entitled to enter the Buyer’s premises and repossess the products, for that purpose making good any such disconnections between the products and any other goods and equipment on the Buyer’s premises as may be necessary and without being liable for any consequent damage or disruption.
8.5 The Buyer shall insure and keep insured the products to their full value against all reasonable risk, until the date that property in products passes from Pro-Bel, and shall whenever requested by Pro-Bel produce a copy of the policy of insurance.
9. PREPARATION OF SITE
9.1 The Buyer shall permit Pro-Bel or its authorised agent in advance of delivery of the products to inspect the site where the products are to be commissioned.
9.2 Pro-Bel shall forward to the Buyer, not less than ten working days prior to commission of the products, site survey documentation reconfirming Pro-Bel’s site requirements as may be specified on any order form attached to these conditions. In circumstances where there are less than ten working days between receipt of order and commission, Pro-Bel shall endeavour to forward such site survey documentation upon receipt of the order.
9.3 If the Buyer is unable to meet Pro-Bel’s site requirements by the expected commission date, the Buyer shall inform Pro-Bel of this not less than five working days before the expected commission date, in order that another commission date may be arranged.
9.4 In the event that the Buyer fails to prepare the site as specified in Pro-Bel’s site requirements or Pro-Bel is prevented from carrying out commission on the pre-arranged day and time through no fault of Pro-Bel then Pro-Bel shall be entitled to charge:
9.4.1 an additional fee equivalent to the daily charge rate of Pro-Bel’s commissioning staff (plus travel time and subsistence where applicable) in respect of the site survey and recommendations provided by Pro-Bel to complete the site together with a charge for third party costs where applicable; and
9.4.2 a further charge calculated in accordance with the daily rate of Pro-Bel’s commissioning staff (plus travel and subsistence where applicable) for each extra day incurred as a result of Pro-Bel attempting to commissioning the products while the site is still being prepared.
10. COMMISSION
10.1 Pro-Bel will not accept any responsibility whatsoever in respect of commission work or damages resulting therefrom which is carried out otherwise than under the direct supervision of Pro-Bel or its authorised agent.
10.2 The Buyer shall provide Pro-Bel or its authorised agent with full and safe access, without charge, to the site at which the products and any ancillary equipment are to be commissioned. Any equipment owned by the Buyer and made available for the use of Pro-Bel or its authorised agent to facilitate the commission of the products shall be made available free of charge.
11. ACCEPTANCE
11.1 The Buyer shall be deemed to have accepted the products when:
11.1.1 the Buyer signs Pro-Bel’s acceptance certificate;or
11.1.2 the Buyer starts to use the Products; whichever is the earlier.
11.2 Unless the contract expressly otherwise provides, Pro-Bel’s work and acceptance tests shall be carried out at Pro-Bel’s premises.
12. CANCELLATION OF ORDERS
12.1 In the event of any cancellation by the Buyer of all or part of an order before the estimated delivery date, the Buyer shall, if so required by Pro-Bel, pay to Pro-Bel a cancellation charge of such figure as Pro-Bel, at its sole discretion, deems to be reasonable.
13. RETURNS
13.1 If Pro-Bel agrees to accept the return of non-faulty products in exchange for other products, the following returns procedure shall be followed by the Buyer:
13.1.1 Pro-Bel shall issue to the Buyer a Returns Authorisation (R.A.) Form containing the R.A. number, the amount of notional credit to the Buyer and period of validity. Each such Return Authorisation shall be subject to Pro-Bel’s inspection in accordance with clause 13.1.3 below.
13.1.2 The value of the notional credit on the R.A. form shall be reduced by a 5% (minimum of £75) charge to cover administration and inspection costs. All returns received more than 30 days after issuing of the R.A. form shall attract a further reduction to the value of the notional credit on the R.A. form of 1.5% per week.
13.1.3 The Buyer shall be liable for all transportation charges and other costs incurred as a result of the Buyer returning the products. Upon receipt of the returned products, Pro-Bel shall inspect the products and if satisfied that the products are acceptable for return, credit the Buyer with the value on the R.A. form. If Pro-Bel is not satisfied with the products, the products shall be returned to the Buyer together with Pro-Bel’s reason for refusal.
14. TERMS OF PAYMENT
14.1 All amounts owing by the Buyer to Pro-Bel shall, unless otherwise requested by Pro-Bel, be paid within 30 days of the earlier of the date of Pro-Bel’s relevant invoice or other claim for payment. In the event of the Buyer failing to make full payment within such period, Pro-Bel shall, without prejudice to any other right or remedy available to it, be entitled to suspend or cancel any further deliveries to the Buyer, to suspend performance of any service, and to suspend or cancel any order then subsisting between Pro-Bel and the Buyer. Payment shall be made in sterling or such other currency as Pro-Bel may stipulate as being acceptable. Where credit terms are agreed with the Buyer, Pro-Bel reserves the right to withdraw the same and oblige the Buyer to pay for each order in cleared funds as a condition of Pro-Bel processing such order.
14.2 Any query which the Buyer may have in relation to invoices shall be notified to Pro-Bel’s credit control department within seven days of the date of the relevant invoice and failing any such query being raised within such period, the Buyer shall be deemed to have accepted that the details shown on Pro-Bel’s invoices are correct.
14.3 Any discount agreed by Pro-Bel in computing the price for the products is conditional on full payment for the products being made by the due date. If full payment is not made on or before the due date Pro-Bel reserves the right by notice to the Buyer to waive the whole or part of the discount and the Buyer shall thereupon become obliged to pay the price for the products without the benefit of the discount or such part as Pro-Bel has waived.
14.4 Pro-Bel shall be entitled to charge interest on any invoiced amount which is not paid by the Buyer on the due date for payment at a rate of 4% above Barclays Bank Plc base lending rate in force from time to time with effect from the due date.
14.5 Pro-Bel may, at its option, provide the Buyer with monthly statements of account.
15. INTELLECTUAL PROPERTY RIGHTS
15.1 The Buyer acknowledges that any and all the trade marks, copyright, patents and other intellectual property rights used or subsisting in connection with the products including software, hardware and other parts thereof in which Pro-Bel or the respective manufacturer, developer or third party has an interest are and shall remain the sole property of Pro-Bel or such manufacturer, developer or third party.
15.2 The Buyer shall indemnify Pro-Bel fully against all liabilities, costs and expenses which Pro-Bel may incur as a result of work done in accordance with the Buyer’s specifications involving infringement of any copyright, patent or other proprietary right.
16. GRANT OF SOFTWARE LICENCE RIGHTS
The following provisions shall apply with respect to software supplied by Pro-Bel to the Buyer and any purchasers of such software from the Buyer. The Buyer shall procure that any such purchasers are bound by these provisions.
16.1 Pro-Bel hereby grants to and the Buyer accepts a non-exclusive, non-transferable licence to use the software supplied to the Buyer subject to the following provisions and any other conditions that Pro-Bel may impose upon the Buyer when supplying the software.
16.2 A licence is granted only at the time of payment for an order for a licence or an order for products which includes a licence. A licence grants the right only to use the version of software current at the time of the grant. If the Buyer wishes to use a new version of software it must purchase the appropriate new version licence which is valid only if the Buyer has the appropriate initial licence for the software. No licence is granted by the delivery of the software.
16.3 The software contains proprietary technology of Pro-Bel and/or third parties. No ownership in or title to software is transferred to the Buyer. Except as permitted under licence, the Buyer shall not use, copy or modify the software in any way.
16.4 The Buyer’s right to use the software is a personal, non-exclusive and non-transferable right only to execute and load, copy or transmit to the extent necessary for such execution. The Buyer may also copy the software to the extent necessary for contingency or archival purposes and use software on an alternative processor or server to which the applicable licence is designated. The Buyer shall include on each full or partial copy of the software and any accompanying documentation all copyright and other proprietary notices which appear on or are in the software or documentation (as the case may be).
16.5 The products including software may be subject to the export control regulations of the United Kingdom, the United States of America or other governments. If the Buyer is permitted to export products from the territory for which the products are first ordered, the Buyer shall comply with all applicable governmental regulations.
16.6 The Buyer may not disclose or make available the software to any other party or permit others to use it except for the Buyer’s employees and agents who may use it on the Buyer’s behalf within the limits of the applicable licence and who have agreed to such terms. The Buyer may not transfer, licence, sub-licence or assign licences granted under this clause 16 to another party except with Pro-Bel’s prior written consent.
16.7 Except to the extent that Pro-Bel cannot prohibit such acts by law, the Buyer may not reverse compile, reverse assemble or otherwise reverse engineer the software. The software may not be copied for the purpose of error correction.
16.8 The Buyer will maintain adequate records uniquely identifying the software, its use and corresponding licence(s) of the software and will make available such records to Pro-Bel or the third party developer or owner of the software, promptly on request. The Buyer will permit Pro-Bel to have access to the Buyer’s systems and will permit Pro-Bel to use software tools on such systems.
16.9 The Buyer agrees that the copyright owner of any third party software has the right to enforce these licence terms (or the terms of that third party) directly as agent of Pro-Bel against the Buyer. Third party software is supplied subject to any third party standard software licence terms and conditions. A copy of such terms and conditions will be made available upon request to Pro-Bel.
16.10 Software, all related documentation and updates thereto, specifically developed for the Buyer and provided to the Buyer will remain the property of Pro-Bel. Pro-Bel grants to the Buyer a right to use such software or related documentation on the terms as set out in this clause 16. Where any software specifically developed for the Buyer’s use consists of or includes part(s) of any Pro-Bel or third party software products, then the supply and use of such parts will be governed by these conditions. All copies or part copies of software or related documentation must contain the proper inclusions of the software owner’s copyright notice and any other supplier notices on the same. Such notices shall not be removed by the Buyer.
16.11 Pro-Bel may terminate any licence granted hereunder if the Buyer breaches its obligations under these terms and conditions. Upon termination of the licence, the Buyer shall destroy all copies of the software.
16.12 Pro-Bel shall use all reasonable endeavours to inform the Buyer of any updates to the Software which are developed and the Buyer shall have the option to take a licence of such updates. In addition, if the Buyer enters into a support agreement with Pro-Bel, Pro-Bel shall provide and install one free update to the Buyer each year for the duration of the support contract.
16.13 For the purposes of this clause 16, ‘update’ means a version of a program comprised in software which has been adapted and/or enhanced for the purpose of correcting errors or malfunctions and to ensure compliance with existing warranties and undertakings and/or enabling a part of the system to inter-operate with one or more items of equipment and/or software.
17. HARDWARE WARRANTY
17.1 Pro-Bel’s warranty for electronic systems and sub-systems provided to the Buyer shall extend for a period of ten years from the date of despatch by or on behalf of Pro-Bel. . This warranty term applies to all systems and sub-systems purchased after 1st January 2005, prior to this a two year warranty term applies.
Pro-Bel’s warranty for electro-mechanical parts and subsystems (which includes without limitation power supplies, display devices, and motorised devices but excluding electronic devices and sub-systems) provided to the Buyer shall extend for a period of two years from the date they are despatched by or on behalf of Pro-Bel.
References to “hardware” or “products” in this clause 17 shall mean “electronic systems and sub-systems” and “electro-mechanical parts and sub-systems” unless otherwise stated.
17.2 Pro-Bel warrants to the Buyer that the hardware is free from material defects of workmanship and materials and will conform in all material respects to Pro-Bel’s relevant specifications.
17.3 In the event Pro-Bel elects to repair any hardware pursuant to clause 19.1 below, it will use reasonable endeavours to complete such repairs within 10 working days of receipt of such products from the Buyer.
17.3.1 From time to time components and other materials required for repairs may no longer be commercially available. Whilst Pro-Bel will make reasonable efforts to ensure adequate material supplies for the duration of the warranty period Pro-Bel accepts no liability in the event that a repair is not possible due to material unavailability.
17.4 If the Buyer wishes to use replacement hardware while the Buyer’s hardware is being repaired, Pro-Bel may, at its sole discretion and subject to availability of the relevant equipment, supply such replacement hardware for loan subject to Pro-Bel loan conditions for the time being in force. No charge shall be levied for replacement hardware supplied on loan provided that such replacement hardware is returned to Pro-Bel [at the Buyer’s cost] within 21 days of the repaired hardware being despatched to the Buyer by or on behalf of Pro-Bel. If the replacement hardware is not returned within this period, then the replacement hardware may be invoiced at its full market value. Pro-Bel may also provide on-site assistance within the warranty period though this shall be subject to an additional charge.
18. SOFTWARE WARRANTY
18.1 Pro-Bel’s warranty for software products provided to the Buyer shall extend for a period of 90 days from the date they are despatched by or on behalf of Pro-Bel.
18.2 Pro-Bel warrants to the Buyer that the software shall in all material respects perform in accordance with the technical specifications provided by Pro-Bel to the Buyer for the software where the software is loaded onto suitably configured equipment and set up to process data in accordance with the technical specifications of the software. Pro-Bel does not warrant that the operation of the software will be uninterrupted, bug, virus or error free.
19. LIMITATION OF WARRANTIES
19.1 If within the relevant warranty period the Buyer discovers a defect in the products, the Buyer’s exclusive remedy under the relevant Pro-Bel warranty is to return the [hardware/product] to Pro-Bel. Pro-Bel shall at its sole option either repair or replace the same. This remedy is available only during the relevant warranty period and only if Pro-Bel receives the returned products on or before the tenth day after the expiration of the warranty period and the Buyer notifies Pro-Bel [in writing] of the defect before returning the products.
19.2 The Buyer must prepay all transportation, packing and transit insurance costs of returning the products to Pro-Bel.
19.3 In the event of any claim presented by the Buyer under warranty being found on investigation by Pro-Bel either to be outside the scope or term of the relevant warranty or the fault being unsubstantiated, then the costs of such investigation shall be borne by the Buyer.
19.4 Pro-Bel shall have no liability under the relevant warranty if the poor performance or non-performance of any products is attributable to:
19.4.1 the Buyer’s incorporation, attachment or otherwise use or incorporation of any attachment, feature, program or device to the products, or any part thereof; or
19.4.2 fair wear and tear, accident, transportation, neglect or misuse, wilful damage, alteration, modification, or enhancement of the products by the Buyer;
19.4.3 failure to provide a suitable installation environment;
19.4.4 use of supplies or materials not meeting Pro-Bel specifications;
19.4.5 use of the products for other than the specific purpose for which the products are designed;
19.4.6 use of the products on any systems other than any hardware platform specified by Pro-Bel for such products;
19.4.7 failure to follow Pro-Bel’s instructions (whether oral or in writing);
19.4.8 repair of the products without Pro-Bel’s approval;
19.4.9 errors attributable to third party software.
19.5 Pro-Bel’s warranty for the products is solely for the benefit of the Buyer who has no authority to extend this warranty to any other person or entity.
19.6 Notwithstanding anything contained in clause 17 and 18, where Pro-Bel has itself obtained the products from a third party, then the warranties given hereunder shall only apply to the extent of any warranty given by that third party to Pro-Bel in respect of the products. Pro-Bel shall provide the Buyer with copies of such third party warranties on reasonable request.
19.7 Except as expressly stated in clauses 17 and 18, Pro-Bel gives no warranty to the Buyer in relation to the products including but not limited to any implied warranties of satisfactory quality or fitness for any particular purpose, and all other implied terms, conditions and representations in respect of the products arising under statute or common law are hereby excluded to the fullest extent permitted by law.
20. TRAINING
20.1 If the Buyer requests training in the use of products, Pro-Bel shall provide training subject to Pro-Bel’s terms and conditions.
21. LIMITATION OF LIABILITY
21.1 If it is proven that Pro-Bel is liable for personal injury or death caused by defects in any of its products or by the negligence of Pro-Bel employees or agents in connection with the performance of their duties hereunder, Pro-Bel shall indemnify the Buyer in respect of such liability.
21.2 Pro-Bel will indemnify the Buyer for direct damage to tangible property caused by defects in any of the Pro-Bel supplied products or by the negligence of Pro-Bel employees or agents in connection with the performance of their duties up to a total limit of ?500,000 (five hundred thousand pounds sterling) for any one event or series of connected events.
21.3 Without prejudice to clause 21.1 above, in no event will Pro-Bel be liable for any damages resulting from loss of data or for loss of profits or for loss of anticipated savings or for any indirect or consequential loss whatsoever even if such loss was reasonably foreseeable or Pro-Bel had been advised of the possibility of the Buyer incurring the same.
21.4 The limitations will apply regardless of the form of action whether under statute, in contract or tort including negligence or any other form of action.
21.5 Any action against Pro-Bel must be brought within twelve (12) months after the cause of action arises.
21.6 For the purpose of this condition Pro-Bel includes its employees, sub-contractors and suppliers.
21.7 The Buyer accepts that it is solely responsible for ensuring that the functions and facilities of the products meet the Buyer’s requirements. The Buyer shall ensure that it installs and maintains adequate backup and recovery measures to minimise any inconvenience that may occur in the event the products fail to operate in accordance with Pro-Bel’s technical specification.
22. LIMIT OF LIABILITY
22.1 22.1 Without prejudice to the provisions of clause 21 and save as provided in clause 21.1, in no event shall the liability of Pro-Bel to the Buyer howsoever arising (including, but without limitation, the liability referred to in Clauses 21.2, 21.3, 21.4, 21.5, 21.6 and 21.7) in respect of the subject matter of this Agreement exceed the sum of ?1,000,000 (one million pounds sterling).
23. TERMINATION
23.1 Pro-Bel shall be entitled to terminate this Agreement with immediate effect by written notice if:
23.1.1 The Buyer ceases to conduct business in the normal course or commits an act of bankruptcy or is adjudicated bankrupt or enters into liquidation, whether compulsory or voluntary (other than for the purposes of solvent amalgamation or reconstruction) or compounds with its creditors (or a group of them) generally or has a receiver, administrator, administrative receiver, liquidator or manager appointed over all or any of its assets, or the Buyer convenes a meeting or suffers a petition to be presented to the Court with a view to any such eventuality, or the Buyer suffers execution or distress, or takes or suffers any similar action in consequence of debt or becomes unable to pay its debts as they fall due, or something similar or analogous happens in any other jurisdiction; or
23.1.2 The Buyer is in breach of any of its obligations under this Agreement and fails to remedy such breach within 30 days of Pro-Bel’s written notice of it; or
23.1.3 Any other contract between the parties hereto is terminated by either party for whatever reason.
23.2 Termination of this Agreement shall not prejudice the rights of the parties which may have arisen on or before the date of termination.
23.3 Any provision in this Agreement that expressly or by implication is intended to survive termination shall continue in force.
23.4 Pro-Bel shall not be liable to the Buyer for damages of any kind, including incidental or consequential damages, on account of the termination of this Agreement.
24. NON-SOLICITATION
24.1 The Buyer shall not without the Company’s prior consent, directly or indirectly solicit or offer employment or engagement to any Pro-Bel staff for a period of six months from the date of the last dealing.
25. FORCE MAJEURE
25.1 The obligations of each party under this Agreement shall be suspended during the period and to the extent that such party is prevented or hindered from complying therewith by any cause beyond its reasonable control including (insofar as beyond such control but without prejudice to the generality of the foregoing expression) strikes, lock-outs, labour disputes, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, food, storm, difficulty or increased expense in obtaining workmen, materials or transport or other circumstances affecting the supply of goods or of raw materials therefor.
25.2 In the event of either party being so hindered or prevented, such party shall give notice of suspension as soon as reasonably possible to the other party stating the date and extent of such suspension and the cause thereof and the omission to give such notice shall forfeit the rights of such party to claim such suspension. Any party whose obligations have been suspended as aforesaid shall resume the performance of such obligations as soon as reasonably possible after the removal of the cause and shall so notify the other party. In the event that such cause continues for more than 6 months either party may terminate this Agreement on 30 days notice.
26. ASSIGNMENT
26.1 Neither party shall without the prior written consent of the other party assign transfer charge or deal in any other manner with this Agreement or its rights hereunder or part thereof, or purport to do any of the same, nor sub-contract any or all of its obligations under this Agreement.
27. NOTICES
27.1 Notices authorised or required to be given by either party under this Agreement shall be in writing and shall be deemed to be duly given if delivered personally or sent by first class pre-paid post or by facsimile transmission addressed to the other party at the address as the recipient may designate on the Pro-Bel order form (or to such other address as may be notified by the other party in accordance with the terms of this clause. Any such notice sent by post shall be deemed to have been given 14 days after the time of despatch (provided that the sender shall have a transmission report confirming the notice was sent by facsimile transmission at the time of despatch and that the notice was sent to the correct number and that all the pages were transmitted).
28. HEADINGS
28.1 Clause headings shall not form part of the Agreement for the purposes of its interpretation.
29. SEVERABILITY
29.1 If any of the provisions of this Agreement become invalid or unenforceable for any reason by virtue of applicable law the remaining provisions shall continue in full force and effect and the parties hereby undertake to use reasonable endeavours to replace any legally invalid or unenforceable provision which will promise to the parties (as far as practicable) the same commercial results as were intended or contemplated by the original provision.
30. WAIVER
30.1 The failure of a party hereto to exercise or enforce any right under this Agreement shall not be deemed to be a waiver thereof nor operate so as to bar the exercise or enforcement thereof at any time or times thereafter.
31. REMEDIES NOT EXCLUSIVE
31.1 No remedy conferred by any of the provisions of this Agreement is intended to be exclusive of any other remedy, except as expressly provided in this Agreement, and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing in law or in equity or by statute or otherwise.
32. ENTIRE AGREEMENT
32.1 This Agreement constitutes the entire understanding between the parties hereto with respect to the subject mater hereof and supersedes all prior agreements, quotations, negotiations and discussions between the parties hereto relating thereto.
33. AMENDMENTS
33.1 Save as expressly provided herein, no amendment or variation of this Agreement shall be effective unless in writing and signed by a duly authorised representative of the parties hereto.
34. GOVERNING LAW AND JURISDICTION
34.1 This Agreement shall be governed by and construed in accordance with English law and each party hereby irrevocably submits to the non-exclusive jurisdiction of the English Courts.