Terms & Conditions for Business Customers

Business Terms & Conditions

TAYLOR-DAVIS LIMITED

TERMS & CONDITIONS FOR THE SUPPLY OF GOODS (OFFLINE & VIA
WEBSITE)

1. Interpretation

1.1 Definitions

In these Conditions, the following definitions apply:

“Business Day” means a day (other than a Saturday, Sunday or public holiday)
when banks in London are open for business;

“Conditions” means the terms and conditions set out in this document, as amended
from time to time in accordance with clause 12.3;

“Contract” means the contract between the Supplier and the Customer for the sale
and purchase of the Goods in accordance with these Conditions and the Order;

“Customer” means the person or firm who purchases the Goods from the Supplier;

“Delivery Location” means the location set out in the Order or as inputted by the
Customer when the placed an order Online, or such other location as the parties may
agree from time to time;

“Force Majeure Event” means any event, circumstance or cause beyond a party’s
reasonable control, including, without limitation: acts of God, flood, drought,
earthquake or other natural disaster; epidemic or pandemic; COVID-19; terrorist
attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed
conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;
nuclear, chemical or biological contamination or sonic boom; any law or any action
taken by a government or public authority, including without limitation imposing an
export or import restriction, quota or prohibition, or failing to grant a necessary
licence or consent; collapse of buildings, fire, explosion or accident; any labour or
trade dispute, strikes, industrial action or lockouts; non-performance by suppliers or
subcontractors; and interruption or failure of utility service.

“Goods” means the goods (or any part of them) set out in the Order;

“Non-TD Goods” means the Goods that are manufactured by a third party (i.e. not
the Supplier);

“Order” means the Customer’s order for the Goods, as set out in the Customer’s
written or verbal acceptance of the Supplier’s quotation, or that is placed via the
Website;

“Supplier” means Taylor-Davis Limited, a private company limited by shares and
incorporated in England and Wales with company number 00978584; and

““TD Goods” means the Goods that are manufactured by the Supplier.

“Website” means https://tdonline.co.uk/.

1.2 Interpretation

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

(b) A reference to a party includes its personal representatives, successors
and permitted assigns.

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

(d) Any words following the terms including, include, in particular, for example
or any similar expression shall be construed as illustrative and shall not
limit the sense of the words, description, definition, phrase or term
preceding those terms.

(e) A reference to writing or written includes fax and email.

2. Basis of Contract

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

Orders not placed on the Supplier’s Website.

2.2 The Order constitutes an offer by the Customer to purchase the Goods in
accordance with these Conditions. The Customer is responsible for ensuring
that the terms of the Order are complete and accurate.

2.3 The Order shall only be deemed accepted when the Supplier acknowledges
acceptance of the Order either orally or in writing, at which point the Contract
shall come into existence.

2.4 The Customer acknowledges that it has not relied on any statement, promise,
representation, assurance or warranty made or given by or on behalf of the
Supplier which is not set out in the Contract.

2.5 Any samples, drawings, descriptive matter, or advertising produced by the
Supplier and any descriptions or illustrations contained in the Supplier’s
website, catalogues or brochures are produced for the sole purpose of giving
an approximate idea of the Goods described in them. They shall not form part
of the Contract or have any contractual force.

2.6 A quotation for the Goods given by the Supplier shall not constitute an offer. A
quotation shall only be valid for a period of 30 days from its date of issue.

Orders placed via the Website

2.7 Where the Customer places an order for Goods via the Website, the Customer
shall submit such order using the on-screen prompts provided on the Website.
The Customer is responsible for ensuring that all details entered as part of the
online order process are complete and accurate, and the Customer must check
and amend any errors before submitting the order. By submitting an online
order, the Customer confirms that the order is complete, accurate and reflects
the Customer’s requirements.

2.8 Any automated or manual email sent by the Supplier acknowledging receipt
of an Order (including any confirmation that the Order has been received or
logged) shall not constitute acceptance of the Order. An Order shall only be
deemed accepted, and the Contract formed, when:

(a) the Supplier has received payment for the Goods in full and in cleared
funds; and

(b) the Supplier sends an explicit order acceptance email confirming that
the Order has been accepted.
No Contract shall come into existence until both conditions in this clause 2.8
have been satisfied.

2.9 All online Orders are subject to stock availability and receipt of payment in full
and in cleared funds. If, for any reason, the Supplier is unable to supply the
Goods ordered, the Supplier shall notify the Customer as soon as reasonably
practicable. In such circumstances, the Supplier will not process the Order
further and will refund to the Customer, as soon as reasonably practicable, all
sums paid in respect of that Order, including any delivery charges.

2.10 The Supplier’s inability to supply the Goods as referred to in clause 2.9 shall
not constitute a breach of the Contract where such non-availability arises from
events outside the Supplier’s reasonable control, including but not limited to
production delays, supply chain failures, or manufacturer shortages.

3. Goods

3.1 The Goods are described in the Supplier’s Website, catalogues or brochures.
All weights, dimensions and sizes shown on the Website, catalogues or
brochures are guides only and are approximate. Images of the Goods are for
illustrative purposes only. Although the Supplier has made every effort to
display colours accurately, the Supplier cannot guarantee that a device’s
display of the colours accurately reflects the colour of the Goods. The
packaging of the Goods may vary from that shown in images on the Website,
catalogues or brochures.

3.2 The Supplier reserves the right to amend the specification of the Goods if
required by any applicable statutory or regulatory requirements or in line with
any manufacturer’s amendments. In respect of Non-TD Goods, the Supplier is
not responsible for manufacturer-driven specification changes.

3.3 The Supplier may, at the request of the Customer, provide technical written or
oral advice to the Customer regarding use of the Goods, provided that such
advice is given at the Customer’s sole risk and the Supplier shall not be liable
for any loss, damage or claim arising therefrom.

3.4 The Supplier reserves the right to correct any obvious errors in the description
or pricing of the Goods displayed on the Website, in a catalogue or a brochure.
If an error is identified after the Customer has placed an Order, the Supplier
may notify the Customer of the error, cancel the Order, and refund in full all
sums paid by the Customer in respect of that Order. In such circumstances, no
Contract shall be deemed to have been formed, and the Supplier’s liability shall
be strictly limited to the refund of the price paid for the Goods (including any
delivery charges), and the Supplier shall have no further liability to the
Customer arising from or in connection with the cancellation of the Order.

4. Delivery & Carriage

4.1 Delivery of the Goods shall be completed on the Goods’ arrival at the Delivery
Location. Any dates quoted for delivery are approximate only, and the time of
delivery is not of the essence of the Contract.

4.2 If the Customer fails to take delivery of the Goods within 10 days after the
Supplier notifies the Customer that the Goods are ready for delivery, then,
without limiting any other right or remedy available to the Supplier:

(a) the Supplier may resell part or all of the Goods; and

(b) after deducting reasonable storage and selling costs, the Supplier
shall account to the Customer for any excess over the price of the
Goods or shall charge the Customer for any shortfall below the price
of the Goods.

This clause 4.2 operates in addition to, and not in substitution for, the
Supplier’s rights under clause 6 (Title & Risk) in circumstances where the
Customer fails to take delivery or becomes subject to any of the events listed
in clause 9.2.

4.3 The Supplier shall not be liable for any delay in delivery of the Goods that is
caused by a Force Majeure Event or the Customer’s failure to provide the
Supplier with adequate delivery instructions or any other instructions that are
relevant to the supply of the Goods.

4.4 If the Supplier fails to deliver the Goods, its liability shall be limited to the cost
of the Goods. The Supplier shall have no liability for any failure to deliver the
Goods to the extent that such failure is caused by a Force Majeure Event or
the Customer’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 If the Goods were damaged prior to arrival at the Delivery Location, the
Customer must notify the Supplier in writing within three Business Days of the
delivery.

4.6 If the Supplier delivers up to and including 5% more or less than the quantity of
Goods ordered the Customer may not reject them, but on receipt of notice from
the Customer that the wrong quantity of Goods was delivered, a pro rata
adjustment shall be made to the Order invoice. This tolerance applies equally
to orders placed via the Website and to orders placed by any other method.

4.7 The Supplier may deliver the Goods in instalments. Each instalment shall
constitute a separate contract and shall be invoiced and paid for separately.
Any delay in delivery of, or defect in, an instalment shall not entitle the
Customer to reject any other instalment, to cancel the Contract as a whole, or
to withhold payment for any other instalment.

4.8 International delivery:

(a) The Goods are intended to comply with the laws, regulations and
standards applicable in the United Kingdom only, unless the Supplier
expressly states otherwise in writing;

(b) The Customer is responsible for ensuring that the Goods comply with
all applicable laws, standards, import requirements and regulations of
the country to which the Goods are destined. The Customer must
check any relevant destination-country standards, certifications or
restrictions before placing an Order;

(c) The Goods may be subject to import duties, taxes or other charges
which are levied when the delivery reaches the destination country.
The Supplier has no control over these charges, cannot predict their
amount, and shall not be responsible for their payment. The Customer
shall be responsible for payment of all such duties, taxes and charges;

(d) The Supplier accepts no liability for any breach by the Customer of any
laws, regulations or standards applicable in the destination country,
nor for any refusal by authorities to permit import of the Goods; and

(e) Delivery times for international shipments may vary, and the Customer
acknowledges that delivery-time estimates do not account for customs
delays or inspections, which are outside the Supplier’s control.

5. Warranty & Claims

5.1 In respect of Non-TD Goods, the Supplier does not provide any warranty of its
own. The only warranty applicable to the Non-TD Goods is the manufacturer’s
warranty (if any), and the Supplier’s sole obligation is to use reasonable
endeavours to pass on the benefit of such manufacturer’s warranty to the
Customer.

5.2 The Supplier shall have no liability for handling, processing, administering, or
pursuing any warranty claim in respect of Non-TD Goods. Any such claims shall
be made by the Customer directly to the manufacturer, and the Customer
acknowledges that the Supplier shall not be responsible for any refusal by the
manufacturer to honour a warranty.

5.3 The warranty set out in clause 5.4 shall apply only to TD Goods and shall not
apply to Non-TD Goods under any circumstance.

5.4 The Supplier warrants that on delivery, that the TD Goods shall, on delivery
and for a period of 12 months from delivery:

(a) conform in all material respects with their description; and

(b) be free from material defects in design, material and workmanship.

5.5 Subject to clause 5.7, if:

(a) the Customer gives notice in writing to the Supplier during the warranty
period within a reasonable time of discovery that some or all of the TD
Goods do not comply with the warranty set out in clause 5.1;

(b) the Supplier is given a reasonable opportunity of examining such TD
Goods; and

(c) subject to clause 5.3, the Customer (if asked to do so by the Supplier)
returns such TD Goods to the Supplier’s place of business at the
Customer’s cost,
the Supplier shall, at its option, repair or replace the defective TD Goods, or
refund the price of the defective TD Goods in full.

5.6 Prior to any return of the TD Goods, the Customer must obtain authorisation
from the Supplier via email or telephone.

5.7 The Supplier shall not be liable for the TD Goods’ failure to comply with the
warranty set out in clause 5.4 in any of the following circumstances:

(a) the Customer makes any further use of such TD Goods after giving notice
in accordance with clause 5.5;

(b) the defect arises because the Customer failed to follow the Supplier’s oral
or written instructions as to the storage, commissioning, installation, use
and maintenance of the TD Goods or (if there are none) good trade
practice regarding the same;

(d) the defect arises as a result of the Supplier following any drawing, design
or specification supplied by the Customer;

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

(f) the TD Goods differ from their description as a result of changes made to
ensure they comply with applicable statutory or regulatory requirements.

5.8 Except as provided in this clause 5, the Supplier shall have no liability to the
Customer in respect of the TD Goods’ failure to comply with the warranty set
out in clause 5.4.

5.9 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to
the fullest extent permitted by law, excluded from the Contract.

5.10 These Conditions shall apply to any repaired or replacement TD Goods
supplied by the Supplier.

6. Title & Risk

6.1 The risk in the Goods shall pass to the Customer upon completion of delivery.

6.2 Title to the Goods shall not pass to the Customer until the Supplier receives
payment in full (in cash or cleared funds) for the Goods and any other goods
that the Supplier has supplied to the Customer in respect of which payment has
become due, in which case title to the Goods shall pass at the time of payment
of all such sums.

6.3 Until title to the Goods has passed to the Customer, the Customer shall:

(a) store the Goods separately from all other goods held by the Customer so
that they remain readily identifiable as the Supplier’s property;

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

(c) maintain the Goods in satisfactory condition and keep them insured
against all risks for their full price from the date of delivery;

(d) notify the Supplier immediately if it becomes subject to any of the events
listed in clause 9.2; and

(e) give the Supplier such information relating to the Goods as the Supplier
may require from time to time.

6.4 Subject to clause 6.5, the Customer may resell or use the Goods in the ordinary
course of its business (but not otherwise) before the Supplier receives payment
for the Goods. However, if the Customer resells the Goods before that time:

(a) it does so as principal and not as the Supplier’s agent; and

(b) title to the Goods shall pass from the Supplier to the Customer
immediately before the time at which resale by the Customer occurs.

6.5 If before title to the Goods passes to the Customer, the Customer becomes
subject to any of the events listed in clause 8.2, then, without limiting any other
right or remedy the Supplier may have:

(a) the Customer’s right to resell the Goods or use them in the ordinary
course of its business ceases immediately; and

(b) the Supplier may at any time:

(i) require the Customer to deliver up all Goods in its possession
which have not been resold, or irrevocably incorporated into
another product; and

(ii) if the Customer fails to do so promptly, enter any premises of the
Customer or of any third party where the Goods are stored in order
to recover them.

7. Price & Payment

7.1 The price of the Goods shall be the price set out in the Order, or for Orders
placed online, the price of the Goods shall be as quoted on the Website. In the
event that there are any errors regarding the price of the Goods, clause 3.4
shall apply.

7.2 The Supplier may, at any time before delivery, increase the price of the Goods
to reflect any increase in the cost of the Goods that is due to:

(a) 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);

(b) any request by the Customer to change the delivery date(s), quantities or
types of Goods ordered, or the specification thereof; or

(c) any delay caused by any instructions of the Customer or failure of the
Customer to give the Supplier adequate or accurate information or
instructions.

7.3 The price of the Goods:

(a) unless the Order states otherwise, includes the costs and charges of
packaging, insurance and transport of the Goods, which shall be invoiced
to the Customer; and

(b) excludes amounts in respect of value added tax (“VAT”), which the
Customer shall additionally be liable to pay to the Supplier at the prevailing
rate, subject to the receipt of a valid VAT invoice.

7.4 Payment for the Goods must be in advance (i.e. on placing the Order), in full
and in cleared funds, of the delivery to the bank account nominated by the
Supplier or via credit or debit card. In the case of a Customer with a credit
account, payment shall be in accordance with the credit terms agreement
between the parties. Time for payment shall be of the essence of the Contract.

7.5 For Orders placed via the TDOnline Website, payment must be made by debit
or credit card. The Supplier accepts Visa, Mastercard and Maestro (and any
other card types as notified on the Website from time to time). No other
payment methods are accepted for Website Orders.

7.6 The Supplier may take payment at the point the Order is submitted; however,
the Customer acknowledges and agrees that the Supplier may alternatively
charge the Customer’s card at the point of dispatch of the Goods. For the
avoidance of doubt, the timing of the card charge does not affect the
acceptance mechanism set out in clause 2.8, and the Contract shall only come
into existence when:

(a) payment has been received in full and in cleared funds; and

(b) the Supplier has sent an explicit order acceptance email.

7.7 The Supplier reserves the right to claim interest, compensation and reasonable
costs under the Late Payment of Commercial Debts (Interest) Act 1998 (“the
Act”) and it is agreed that the term implied by that Act shall apply after any
judgment as well as before. If for any reason the Act does not apply interest
shall be payable on overdue amounts at 8% over the Bank of England Base
Rate from time to time, but at 8% a year for any period when the base rate is
below 0%.

7.8 The provisions of clause 7.7 continue to apply in full to Customers purchasing
off-line or under credit account arrangements. For Orders placed via the
Website and paid by debit or credit card in accordance with these Conditions,
interest, late-payment charges or compensation under the Act will not ordinarily
apply, unless any further sums become payable following the initial card
payment (for example, charges relating to storage, re-delivery, or return fees)
and remain unpaid after the due date.

7.9 The Customer shall pay all amounts due under the Contract in full without any
set-off, counterclaim, deduction or withholding (except for any deduction or
withholding required by law). The Supplier may at any time, without limiting any
other rights or remedies it may have, set-off any amount owing to it by the
Customer against any amount payable by the Supplier to the Customer.

8 Cancellation and returns

8.1 The Customer may, with the Supplier’s prior written consent, return Non-TD
Goods for credit or refund, provided that:

(a) the Non-TD Goods are, in the Supplier’s opinion, unused, in new
condition, and in their original packaging; and

(b) the Non-TD Goods remain within any manufacturer warranty period.

8.2 All authorised returns of Non-TD Goods shall be subject to a restocking charge
equal to 20% of the price paid for those Non-TD Goods.

8.3 The Customer shall be responsible for all costs of returning Non-TD Goods,
including transport, insurance, and risk of loss or damage while in transit.

8.4 Goods made to the Customer’s specification, or which are customised,
modified, adapted or otherwise altered at the Customer’s request, cannot be
cancelled or returned under any circumstances and must be paid for in full. This
does not affect the Customer’s rights in respect of defective TD Goods under
clause 5.

8.5 No Goods may be returned without the Supplier’s prior written authorisation.
Any unauthorised returns will be refused and returned to the Customer at the
Customer’s expense. The Customer must follow all return instructions issued
by the Supplier, including the use of any returns reference number.

9. Termination & Suspension

9.1 If the Customer becomes subject to any of the events listed in clause 9.2,
without limiting its other rights or remedies, the Supplier may terminate the
Contract with immediate effect by giving written notice to the Customer.

9.2 For the purposes of clause 9.1, the relevant events are:

(a) the Customer fails to pay any amount due under the Contract on the due
date for payment and remains in default not less than 14 days after being
notified to make such payment;

(b) the Customer commits a material breach of any term of the Contract and
(if such breach is remediable) fails to remedy that breach within 14 days of
that party being notified in writing to do so;

(c) the Customer suspends, or threatens to suspend, payment of its debts, or
admits inability to pay its debts, or (being a company or limited liability
partnership) is deemed unable to pay its debts within the meaning of
section 123 of the Insolvency Act 1986, or (being a sole trader) is deemed
either unable to pay its debts or as having no reasonable prospect of so
doing, in either case, within the meaning of section 268 of the Insolvency
Act 1986, or (being a partnership) has any partner to whom any of the
foregoing apply;

(d) a petition is filed, a notice is given, a resolution is passed, or an order is
made, for or in connection with the winding up of the other party (being a
company, limited liability partnership or partnership);

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

(f) the Customer’s financial position deteriorates to such an extent that in the
Supplier’s opinion the Customer’s capability to adequately fulfil its
obligations under the Contract has been placed in jeopardy; and

(g) (being a sole trader) the Customer dies or, by reason of illness or
incapacity (whether mental or physical), is incapable of managing his or
her own affairs or becomes a patient under any mental health legislation.

9.3 If the Customer becomes subject to any of the events listed in clause 9.2(a) to
clause 9.2(g) or the Supplier reasonably believes that the Customer is about
to become subject to any of them, then the Supplier may, without limiting its
other rights or remedies:

(a) the Supplier may suspend provision of the Goods under the Contract or
any other contract between the Customer and the Supplier;

(b) terminate the Contract or any other contract between the Customer and
the Supplier with immediate effect by giving written notice to the Customer;
and/or

9.4 On termination of the Contract for any reason the Customer indemnifies the
Supplier in respect of all costs and expenses (including, but not limited to, any
legal costs or disbursements) incurred for or on behalf of the Supplier in
enforcing its rights under and clause 7.9 and this clause 9.

9.5 On termination of the Contract for any reason the Customer shall immediately
pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest
and, in respect of Goods supplied but for which no invoice has been submitted,
the supplier shall submit an invoice, which shall be payable by the Customer
immediately on receipt.

9.6 Termination or expiry of the Contract, however arising, shall not affect any of
the parties’ rights, remedies, obligations and liabilities that have accrued as at
termination.

9.7 Clauses which expressly or by implication survive termination or expiry of the
Contract shall continue in full force and effect.

10. Limitation of Liability

10.1 The restrictions on liability in this clause 10 apply to every liability arising under
or in connection with the Contract including liability in contract, tort (including
negligence), misrepresentation, restitution or otherwise.

10.2 In respect of Non-TD Goods, the Supplier’s liability is limited as described in
clause 5, and the exclusions in that clause apply in addition to the limitations in
this clause 10.

10.3 Nothing in the Contract limits any liability which cannot legally be limited,
including liability for:

(a) death or personal injury caused by its negligence, or the negligence of its
employees, agents or subcontractors (as applicable);

(b) fraud or fraudulent misrepresentation;

(d) defective products under the Consumer Protection Act 1987; or

(e) any matter in respect of which it would be unlawful for the Supplier to
exclude or restrict liability.

10.4 Subject to clause 10.3:

(a) the Supplier shall under no circumstances whatever be liable to the
Customer, whether in contract, tort (including negligence) for: loss of profit;
loss of sales or business; loss of agreements or contracts; loss of
anticipated savings; loss of or damage to goodwill; loss of use or corruption
of software, data or information; and indirect or consequential loss arising
under or in connection with the Contract; and

(b) the Supplier’s total liability to the Customer in respect of all other losses
arising under or in connection with the Contract, whether in contract, tort
(including negligence), breach of statutory duty, or otherwise, shall in no
circumstances exceed the price of the Goods ordered to which the claim
relates.

11. Force majeure

Neither party shall be in breach of this Contract nor liable for delay in
performing, or failure to perform, any of its obligations under this Contract if
such delay or failure result from a Force Majeure Event. If the period of delay
or non-performance continues for four weeks, the party not affected may
terminate this Contract by giving 14 days written notice to the affected party.

12. General

12.1 Assignment and other dealings.

(a) The Supplier may at any time assign, transfer, mortgage, charge,
subcontract or deal in any other manner with all or any of its rights or
obligations under the Contract.

(b) The Customer may not assign, transfer, mortgage, charge, subcontract,
declare a trust over or deal in any other manner with any or all of its rights
or obligations under the Contract without the prior written consent of the
Supplier.

12.2 Entire agreement.

(a) This Contract constitutes the entire agreement between the parties and
supersedes and extinguishes all previous agreements, promises,
assurances, warranties, representations and understandings between
them, whether written or oral, relating to its subject matter.

(b) Each party agrees that it shall have no remedies in respect of 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.

12.3 Variation. No variation of this Contract shall be effective unless it is in writing
and signed by the parties (or their authorised representatives)

12.4 Waiver. No failure or delay by a party to exercise any right or remedy provided
under the Contract or by law shall constitute a waiver of that or any other right
or remedy, nor shall it prevent or restrict the further exercise of that or any other
right or remedy. No single or partial exercise of such right or remedy shall
prevent or restrict the further exercise of that or any other right or remedy.

12.5 Severance. If any provision or part-provision of the Contract is or becomes
invalid, illegal or unenforceable, it shall be deemed modified to the minimum
extent necessary to make it valid, legal and enforceable. If such modification is
not possible, the relevant provision or part-provision shall be deemed deleted.
Any modification to or deletion of a provision or part-provision under this clause 12.5 shall not affect the validity and enforceability of the rest of the Contract.

12.6 Notices.

(a) Any notice or other communication given to a party under or in connection
with the Contract shall be in writing, addressed to that party at its registered
office (if it is a company) or its principal place of business (in any other
case) or such other address as that party may have specified to the other
party in writing in accordance with this clause 12.6, and shall be delivered
personally, sent by pre-paid first class post or other next working day
delivery service, commercial courier, or email (to the Customer’s email
address or to cart.site@taylor-davis.co.uk in the case of the Supplier).

(b) A notice or other communication shall be deemed to have been received:
if delivered personally, when left at the address referred to in clause

12.6(a); if sent by pre-paid first class post or other next working day
delivery service, at 9.00 am on the second Business Day after posting; if
delivered by commercial courier, on the date and at the time that the
courier’s delivery receipt is signed; or, if sent by email, one Business Day
after transmission.

(c) The provisions of this clause 12.6 shall not apply to the service of any
proceedings or other documents in any legal action.

12.7 Third party rights. No one other than a party to this Contract shall have any
right to enforce any of its terms.

12.8 Governing law. The Contract, and any dispute or claim (including noncontractual
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 and Wales.

12.9 Jurisdiction. Each party irrevocably agrees that the courts of England and
Wales shall have exclusive jurisdiction to settle any dispute or claim (including
non-contractual disputes or claims) arising out of or in connection with this
Contract or its subject matter or formation.