DANOSA UK Trading Terms & Conditions

  1. DEFINITIONS
    In this agreement unless the context otherwise requires the following words and expressions shall have the following meanings:
    1.1. Agreement shall mean together the Order Confirmation and the Terms and Conditions or, in the absence of a Purchase Order, these Terms and Conditions alone;
    1.2. Customer shall mean the company, firm or individual buying the Goods and/or Services from Danosa;
    1.3. Danosa shall mean Danosa UK Limited, a company incorporated and registered in England and Wales with company number 08036125 whose registered office is at Unit 3 Independence Estate, Stanbridge Road, Havant, Hampshire, PO9 2NS;
    1.4. Goods shall mean any goods supplied or to be supplied by Danosa;
    1.5. Order shall mean an instruction by the Customer for Danosa to supply Goods and/or Services upon these Terms and Conditions;
    1.6. Order confirmation shall mean the document provided by Danosa to set out the commercial terms agreed by the parties relating to the sales of Goods and/or Services by Danosa to the Customer;
    1.7. Price shall mean the price of the Goods and/or Services which shall be exclusive of value added and other taxes and all freight, off-loading, carriage, insurance and delivery charges (unless agreed otherwise in the Order Confirmation);
    1.8. Quotation shall mean any information or estimate (written or oral) provided by Danosa to set out the Price(s) of the Goods and/or Services prevailing at the time of issue;
    1.9. Services shall mean any services supplied or to be supplied by Danosa;
    1.10. Terms and Conditions shall mean the standard terms and conditions of sale set forth herein.
  2. APPLICATION OF TERMS AND CONDITIONS
    2.1. All Goods and/or Services supplied by Danosa are supplied on these Terms and Conditions. Any contract for the sale of Goods and/or Services shall not be subject to (and Danosa specifically excludes) any other terms and conditions which the Customer may seek to impose whether or not the Customer’s terms and conditions are contained or referred to in any offer, acceptance or counter offer made by the Customer.
    2.2. No variation to this Agreement shall be binding unless agreed in writing between the authorised representatives of Danosa and the Customer.
    2.3. This Agreement contains the whole agreement between Danosa and the Customer and supersedes all prior representations, arrangements, understandings, agreements and terms and conditions of sale between Danosa and the Customer relating to this subject matter. The Parties have not relied upon, and will have no remedy in respect of, any warranty, statement, representation or understanding made by any party unless it is expressly set out in this Agreement. The only remedy available to either Party in respect of any such statement, representation, warranty or understanding shall be damages for breach of contract under the terms of this Agreement and neither Party shall have the right to rescind for negligent or innocent misrepresentation in relation to this Agreement. Nothing in this Agreement shall restrict or exclude either Party’s liability for fraudulent misrepresentation.
    2.4. This Agreement and any warranty given in writing by Danosa relating to the Goods and/or Services contains the whole agreement between Danosa and the Customer. All other understandings, agreements, warranties, conditions, terms or representations, whether express or implied, statutory or otherwise, are excluded to the fullest extent permitted by law.
    2.5. Danosa’s employees or agents are not authorised to make any representations concerning the Goods and/or Services unless confirmed by Danosa in writing. In entering into the Agreement, the Customer acknowledges that it does not rely on, and waives any claim for breach of, any such representation, arrangement, understanding or agreement (whether written or oral) not expressly set out referred to in this Agreement. Nothing in this Agreement shall limit or exclude liability for fraudulent statements.
    2.6. Acceptance of the Goods by the Customer or the signature of a representative of the Customer on any Quotation, invoice or other document which expressly refers to this Agreement shall be conclusive evidence before any court or arbiter that these Terms and Conditions apply. Previous dealings between Danosa and the Customer shall not vary or replace these terms or be deemed in any circumstance whatsoever to do so.
    2.7. Clause headings used in these Terms and Conditions are for convenience only and shall not be construed as forming part of these Terms and Conditions or taken into account in the interpretation thereof.
    2.8. Any reference in these Terms and Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
    2.9. If the Customer is a consumer and is not acquiring the Products for or on behalf of a business, this Agreement does not affect the statutory rights of the Customer.
  3. LITERATURE
    3.1. The technical properties and approved uses of the Goods are set out within the relevant product and safety data sheets.
    3.2. All descriptive materials, specifications, calculations, drawings, particulars of weights, dimensions, coverage rates issued by Danosa or otherwise contained in Danosa’s published materials or advertising are approximate and for illustrative purposes only, intended merely to present a general idea of the Goods and Services as described therein and shall not form part of the Agreement or give rise to any independent or collateral liability upon Danosa.
    3.3. The Company may modify the specification of Goods or Services without notice provided that such modification does not materially affect the performance of the Services or the Goods.
  4. PRICE & QUOTATION
    4.1. The Price is the price payable for the Goods or Services as clearly set out in the latest published edition of the price list or otherwise provided in a Quotation.
    4.2. Any Price quoted in the Quotation is Danosa’s current price at the time of providing the Quotation. The price payable for the Goods or performance of Services shall be the price ruling at the date of despatch or performance and Danosa shall be entitled to adjust the Price of the Goods and/or Services at any time between the date of the Order Confirmation and the date of delivery or performance in the event of any increase in costs, change to the price list or change in quantities or specifications of the Goods or Services.
    4.3. Unless explicitly stated otherwise, any Price is quoted “Ex Works” (as defined in the edition of Incoterms applicable at the date of the Order Confirmation) and exclusive of VAT, other taxes and costs of any carriage and insurance.
    4.4. If Danosa discovers a typographical error in the Price, it will inform the Customer as soon as possible and give the Customer the option of confirming its Order at the correct Price or cancelling it. If the Customer cancels in such circumstances, clause 5.2 shall not apply to the cancellation and Danosa will fully refund any payment received in respect of the cancelled Order.
    4.5. Unless otherwise stated, a Quotation is valid for a maximum of 30 days.
    4.6. Any lead times referred to in any Quotation are provided for estimate purposes only and no guarantee is made that the quoted Goods and/or Services will be available at the time of an Order.
  5. ORDER CONFIRMATION & CANCELLATION
    5.1. All Quotations issued by Danosa are estimates only and a binding agreement will only be formed upon receipt of an Order from the Customer and the issue of an Order Confirmation by Danosa or, if sooner, upon Danosa procuring the Goods, at which point the Customer’s offer has been accepted and the Agreement formed.
    5.2. Order Confirmations may only be cancelled or amended by the Customer with the prior written consent of an authorised representative of Danosa. Cancellation and/or changes will not be accepted where the Goods have been made to the Customer’s special order and if accepted by an authorised representative of Danosa, will only be made on terms that the Customer shall indemnify Danosa in full against all losses (including loss of profit), costs, damages, charges and expenses incurred (directly or indirectly) by Danosa as a result of such cancellation and/or changes agreed.
  6. PAYMENT
    6.1. All payments must be made in Pounds Sterling unless expressly agreed otherwise.
    6.2. Where the Customer does not have a credit facility with Danosa, the full Price (including VAT) of the Goods and Services shall be paid to Danosa as invoiced at the time of placing an order.
    6.3. Where the Customer has been granted a credit facility by Danosa, the full Price (including VAT) of the Goods and Services shall be paid to Danosa on the 28th day of the month following the month of delivery of the Goods and/or performance of the Services unless alternative terms have been agreed in writing by an authorised representative of Danosa. This shall be the final date for payment. Danosa may (in its sole discretion) amend the terms of or withdraw such credit account facility at any time without notice and without liability for any losses that the Customer may suffer as a result of such withdrawal and upon such withdrawal all amounts due or accruing to Danosa (under the Agreement or otherwise) shall become immediately payable notwithstanding any other clause.
    6.4. Payment shall be made in full without deduction, set off or abatement on any grounds. Danosa may bring an action for the Price of the Goods even if property in them may not have passed to the Customer.
    6.5. Time for payment of the Price shall be of the essence.
    6.6. The Customer shall indemnify Danosa against all expenses and legal costs incurred by Danosa in recovering overdue amounts.
    6.7. Danosa reserves the right to claim interest on overdue monies under the Late Payment of Commercial Debt (Interest) Act 1998.
    6.8. Without prejudice to any of its other rights, Danosa shall be entitled to suspend its obligations under this Agreement without liability for any losses that the Customer may suffer as a result of such suspension until such time as all sums due from the Customer to Danosa which have passed the final date for payment have been paid in full.
    6.9. Payment shall only be treated as payment once funds have cleared.
    6.10. Danosa shall be entitled to appropriate any payment made by the Customer in respect of any Goods in settlement of such invoices as Danosa may in its absolute discretion think fit, notwithstanding any purported appropriation by the Customer.
  7. TERMINATION
    7.1. Without prejudice to any of its other rights Danosa shall, at its option, be entitled by notice to terminate this Agreement immediately in whole or in part and demand payment of any amount due or accruing to Danosa (whether under this Agreement or otherwise), re-sell the Goods and/or withhold or cancel any deliveries and the Customer shall keep Danosa indemnified against all costs, demands, expenses and losses suffered by Danosa if any of the following events (or any event analogous to any of the following in a jurisdiction other than England and Wales) occurs or is likely to occur:
    – 7.1.1. a bankruptcy petition is presented against the Customer or a bankruptcy order is made.
    – 7.1.2. the Customer makes or seeks to make any composition or arrangement with his creditors.
    – 7.1.3. the Customer passes a resolution for its winding up or makes a proposal to its creditors for a voluntary arrangement or applies for any interim order (within the meaning of Section 268 Insolvency Act 1986).
    – 7.1.4. an encumbrance takes possession of any of the Customer’s assets, or any of the Customer’s property is taken in execution or process of law.
    – 7.1.5. a petition is presented or an order is made or a resolution is passed for the winding up of the Customer.
    – 7.1.6. a petition is presented or an order is made for an administration order to be made in relation to the Customer.
    – 7.1.7. the Customer’s directors make a proposal for a voluntary arrangement with the Customer’s creditors.
    – 7.1.8. the Customer is unable to pay its debts (within the meaning of Section 123 Insolvency Act 1986).
    – 7.1.9. a receiver or administrative receiver is appointed over any of the Customer’s assets; or
    – 7.1.10. the Customer fails to make any payment owed to Danosa in accordance with clause 6.
    – 7.1.11. the Customer fails to take delivery or to collect the Goods within 28 days of being notified by Danosa that they are to be delivered or are ready to be collected; or
    – 7.1.12. the Customer is in breach of any of its obligations under this Agreement which, if capable of remedy, the Customer has not remedied within 30 days of receiving written notice from Danosa.
  8. DELIVERY
    8.1. Delivery shall be made by Danosa immediately following notification to the Customer that the Goods are ready for collection at Danosa’s premises. Delivery by Danosa to a carrier for the purpose of transmission to the Customer shall be deemed to be delivery to the Customer. Section 32(2) of the Sale of Goods Act 1979 shall not apply.
    8.2. Dates for delivery of Goods and performance of Services are included in good faith but are an estimate only. Time for delivery of Goods and/or performance of Services is not of the essence and Danosa shall not (subject to clause 13.1.1) be liable for any loss (including loss of profit), damage, costs, charges or expenses caused directly or indirectly by failure (for any reason) to meet the dates (even if caused by Danosa’s own negligence), and further, the Customer shall have no right to cancel the Agreement in the event of such a failure.
    8.3. Danosa shall be entitled to make delivery of the Goods listed in an Order Confirmation by instalments and to invoice separately for each instalment. Where delivery of the Services is made by instalments, the Services may be performed in sections in any sequence. Deliveries of further instalments and performance of further sections may be withheld until the Goods and/or Services comprised in earlier instalments and/or sections have been paid for in full.
    8.4. Goods which the Customer agrees to collect Ex Works must be collected within three days of Danosa notifying the Customer that the Goods are ready (or such shorter period if agreed by the parties). If the Goods are not collected within this period Danosa shall be entitled to:
    – 8.4.1. invoice the Customer for the Goods and to charge for storage of the Goods, the Goods being held at the Customer’s risk; and/or
    – 8.4.2. sell such Goods after 28 days after such failure or refusal and deduct any monies payable to Danosa by the Customer from the sale proceeds and account to the Customer for any excess or charge the Customer for any shortfall below the Price.
    8.5. Upon delivery to the Customer, all Goods should be examined. Deviations in quantity of the Goods delivered from those stated in the Order Confirmation shall not give the Customer the right to repudiate this Agreement, to reject the Goods (save insofar as they materially exceed the amount ordered) or to claim damages for breach of contract and the Customer shall be obliged to accept and pay at the Price for the quantity delivered (except insofar as the Customer has the right to reject the Goods under this clause 6.5.1).
    8.6. The Customer is liable for the safe and timely offload of Goods upon delivery. Any additional charges levied by the haulage company due to excessive waiting or offloading times will be recharged with a processing fee by Danosa to the Customer.
    8.7. Where a delivery that could not be completed due to circumstances outside of Danosa’s control is subsequently rescheduled for delivery, the Customer will bear an additional charge of the cost from the haulage company plus a processing fee. Undeliverable Goods which are not rescheduled for delivery are treated as cancelled orders.
    8.8. Deliveries that are refused by the Customer but subsequently rescheduled for reattempted delivery are to be charged at the cost from the haulage company plus a processing fee. Refused deliveries which are not rescheduled for delivery are treated as cancelled orders and may be subject to the costs of return.
  9. ACCEPTANCE OF GOODS
    9.1. The Customer shall inspect the Goods on delivery or on collection as the case may be.
    9.2. In all cases where the Customer complains of defects or shortages, Danosa shall without prejudice to the question of liability generally be under no liability in any event if it has not been given a reasonable opportunity to inspect the Goods before they have been used by the Customer.
    9.3. In respect of damage to all or part of the Goods or loss or non-delivery of part of the Goods comprised in this Agreement, notification must be made to Danosa in writing within seven working days of delivery of the Goods or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery (or when the Buyer ought reasonably have discovered) the defect or failure.
    9.4. Except for any Services provided by Danosa, the Customer relies on its own skill and judgement in relation to the Goods irrespective of any knowledge of Danosa or its servants, agents or employees or as to the purpose for which the Goods are supplied or their suitability.
  10. RETURN OF GOODS
    10.1. Except for returns due to defects, Danosa will accept the return of goods at Danosa’s sole discretion only:
    – 10.1.1. By prior arrangement (confirmed in writing);
    – 10.1.2. Upon acceptance in writing that the restocking fee is agreed and can be applied to your credit account (where applicable) or deducted from any cash payment.
    – 10.1.3. Where the Goods are returned to Danosa in a condition that Danosa considers to be suitable for resale.
    10.2. In the event that Danosa accepts the return of goods and considers the goods to be suitable for resale, the restocking charge shall be a minimum of 30% of the Price paid by the Customer.
    10.3. All orders for any Goods which are manufactured by third parties or manufactured, configured or otherwise supplied to the Customer’s specification, including but not limited to insulation, made-to-order materials or specially sourced items (“Bespoke Goods”) shall be irrevocable once accepted by Danosa. No cancellation, amendment or return will be accepted. The Customer shall remain liable for the full contract price irrespective of delivery save where Goods are proven to be defective or materially non-conforming.
  11. RISK & TITLE
    11.1. Risk of damage to or loss of the Goods shall pass to the Customer when the Goods are delivered, in accordance with the terms of clause 8.1. Section 20(2) Sale of Goods Act 1979 shall not apply.
    11.2. Notwithstanding the passing of risk under clause 11.1, unless and until full payment with cleared funds of all monies due from the Customer shall have been made to Danosa in respect of all the Goods delivered or to be delivered to the Customer and comprised in the Agreement and in respect of all and any Goods supplied or to be supplied by Danosa under this Agreement, property in and title in such Goods (both legal and equitable) shall remain with Danosa and the following provisions of this clause shall be applicable:
    – 11.2.1. Until title to the Goods passes to the Customer, the Customer shall keep the Goods in good and substantial repair and condition and the Goods shall be protected and stored in such a way as to be clearly identifiable as belonging to Danosa. The Customer must not destroy or deface any identifying marks on the Goods or their packaging; and must keep the Goods insured on Danosa’s behalf for the full Price of the Goods against “all risks” to the reasonable satisfaction of Danosa and produce the policy of insurance to Danosa upon request and must hold all proceeds of such insurance on trust for Danosa and shall not mix them with any other money nor pay the proceeds into an overdrawn bank account.
    – 11.2.2. Insofar as Goods may be delivered to the Customer prior to the time when payment is received by Danosa, the Customer shall hold the same in the capacity of a fiduciary for and on behalf of Danosa (as its bailee) until the time when payment is received by Danosa in accordance with clause 6 and in such capacity and until such time shall remain liable to account to the Company for the same or if the same shall be sold by the Customer, in accordance with the next paragraph of this clause for that part of the proceeds of sale thereof (“Danosa’s part of the proceeds”) which is equivalent to the Price at which the same were invoked by Danosa to the Customer
    – 11.2.3. The Customer shall not resell, exchange or barter the Goods in any way whatsoever, other than in the normal course of its business and providing that the Customer shall pay Danosa’s part of the proceeds of such a sale into a separate bank account clearly denoted as an account containing monies deposited for the benefit of Danosa by the Customer acting in a fiduciary capacity. The entire proceeds arising by virtue of any such sale, use or disposal shall be held in trust for Danosa and shall not be mixed with any other monies or paid into any other overdrawn bank account and shall at all times be identifiable as monies belonging to Danosa.
    – 11.2.4. Upon request, the Customer shall assign forthwith to Danosa the benefit of any agreement whether written or oral under which the Goods have been sold to a third party notwithstanding and contrary to clause 11.2.3 above including but not limited to any claim for the Price thereof or their recovery or value; thereafter, Danosa shall be entitled to pursue any remedy open to the Customer and shall be entitled to retain any sum or property recovered at payment of a sum owing to Danosa by the Customer.
    – 11.2.5. Danosa reserves the right to repossess any Goods sold hereunder to the Customer in respect of which payment is overdue and can re-sell the same and for this purpose the Customer hereby grants an irrevocable right and license to Danosa (or its successors in title) through its servants and agents to enter with or without vehicles upon all or any Premises on which such Goods may be situated and to take possession of any such Goods (the cost of which shall be borne by the Customer) where appropriate detaching them from any new objects of which they have become part or with which they have become mixed without liability to the Customer for any consequential damage to the said objects. These rights shall continue to subsist notwithstanding the termination of this Agreement whether through the happening of any events specified in clause 7 or otherwise and without prejudice to any accrued right of Danosa hereunder.
    11.3. Danosa shall be entitled to seek a court injunction (at any time before title passes) to prevent the Customer from selling, transferring or otherwise disposing of the Goods.
    11.4. Danosa shall be entitled to recover the price of Goods notwithstanding that the property in Goods has not passed to the Customer.
  12. WARRANTY
    12.1. Danosa warrants that it has title to and the right to sell the Goods and / or Services.
    12.2. No representation or warranty is given by Danosa as to the suitability or fitness of the Goods for any purpose and the Customer is wholly responsible and shall satisfy itself in this respect.
    12.3. In no event shall Danosa have any liability:
    -12.3.1. where the alleged defect arises from any specification, instruction, drawing, design or other material or information supplied by or on behalf of the Customer or arises from the Customer ‘s negligence, misuse or failure to follow Danosa’s instructions (whether oral or in writing);
    -12.3.2. if the total Price for the Goods or Services has not been paid by the final date for payment;
    -12.3.3. for any materials not wholly manufactured by Danosa, in respect of which the Customer shall only be entitled to the benefit of any warranty or guarantee as is given by the manufacturer in favour of Danosa.
  13. LIABILITY
    13.1. Nothing in the agreement limits any liability which cannot legally be limited, including but not limited to liability for:
    -13.1.1. death or personal injury caused by negligence;
    -13.1.2. fraud or fraudulent misrepresentation; and
    -13.1.3. breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
    13.2. Defects: Danosa’s obligations under this Agreement are limited such that Danosa will only be obliged (and shall have no further liability in contract, negligence or otherwise) at its option to either (i) repair, replace or rectify the faulty Goods or Services if any defects which Danosa is reasonably satisfied are caused by faulty manufacture or materials are discovered within three months from the date of dispatch or (ii) credit the Price (if already paid) attributable to the faulty Goods or Services. Danosa shall not be liable for defects caused by abnormal use, incorrect installation, incorrect specification or design provided by the Customer, misuse or neglect or any matter relating to defective fitting or affixing. The Customer may only claim the benefit of this clause if he informs Danosa of the relevant defect in writing within seven days of discovering it and, where it concerns Goods alone, he returns the Goods to Danosa at his own expense.
    13.3. Exclusion of Loss: Without prejudice to clause 13.1, Danosa shall not be liable to the Customer in contract, tort (including negligence or breach of statutory duty) or otherwise, even if Danosa was advised of the possibility of them in advance, howsoever and whatever the cause thereof for any: (a) economic loss; (b) loss of profits; (c) loss of contracts, revenues or anticipated savings; (d) damage to the Customer’s reputation or goodwill; (e) damage to property of the Customer or anyone else whatsoever; or (f) loss resulting from any claim made by any third party; or (g) special, indirect or consequential loss or damage of any nature whatsoever.
    13.4. Limitation: Danosa’s total liability in contract, misrepresentation, tort (including negligence or breach of statutory duty) or otherwise arising by reason of or in connection with the Agreement (including without limit from Danosa’s negligence, breach of statutory duty or otherwise) shall not in any event exceed the Price payable for the Goods and/or Services which are the subject of the claim.
    13.5. The Customer shall keep Danosa fully indemnified against all costs, claims, demands, expenses and liabilities of whatsoever nature made by third parties caused in whole or in part or arising out of any act or omission of the Customer in connection with the use or storage or sale of the Goods and/or the provision of the Services.
  14. WAIVER AND VARIATIONS
    14.1. Any waiver or variation of these terms is binding only when the following conditions are met:
    – 14.1.1. Made (or recorded) in writing.
    – 14.1.2. Signed by an authorised representative of the Customer.
    -14.1.3. Signed by an authorised representative of Danosa.
    -14.1.4. Expressly stated as an intended variation from the Agreement.
    14.2. No failure or delay by Danosa to exercise any right or remedy provided under this Agreement 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.
    14.3. Danosa reserves the right to amend the Terms and Conditions of the Agreement without notice. Any such amendments will not apply retrospectively to previous transactions.
  15. ASSIGNMENT
    15.1. The Customer shall not be entitled to assign nor transfer (nor purport to assign or transfer) its rights or obligations under this Agreement (in whole or in part) to any other company or person, without the prior written consent of Danosa. Danosa may assign, license or sub-contract all or any part of its rights or obligation under this Agreement without the Customer’s consent.
  16. FORCE MAJEURE
    16.1. Danosa shall be relieved of its obligations and shall not be liable for any failure or delay in or from carrying out all or any of its obligations under the Agreement arising from circumstances outside Danosa’s control including but not limited to acts of God, war, riot, strike, lock out, trade dispute (including by and with Danosa’s employees), or any other labour disturbance, power failure; inadequate performance of, failure of or incorrect processing by computer systems, fire, flood, difficulty in obtaining workmen, materials or transport, default of suppliers or sub-contractors or the consequences of hospitalisation or any Government interference or restriction, import or export regulations or any other circumstances whatsoever outside of Danosa’s control. Furthermore Danosa shall be entitled by written notice to determine or suspend this Agreement without incurring liability for any loss, expense or damage resulting to the Customer or any other party.
  17. INTELLECTUAL PROPERTY RIGHTS
    17.1. Subject to payment of all invoices by the final date for payment, Danosa grants and agrees to grant to the Customer a non-exclusive licence to copy and use the documents prepared by Danosa for the Customer in accordance with this Agreement and to reproduce the works and inventions of Danosa contained in them for all purposes relating to or connected with the purpose for which they were prepared provided that Danosa shall not be liable or responsible for any use of any of the documents prepared for the Customer in accordance with this Agreement for any purpose other than that for which the same were originally prepared and provided. The intellectual property rights in such documents shall at all times remain vested in Danosa.
    17.2. The Customer shall keep confidential and not use, without Danosa’s prior written consent, all or any information supplied by Danosa to the Customer pursuant to this Agreement, and shall not divulge the same to any third party except to the extent that any such information is or becomes public through no fault of the Customer, or disclosure of the same is required by law or by any other governmental or other regulatory body.
    17.3. This Agreement does not establish the Customer as the agent of Danosa for any purpose whatsoever. The Customer is not granted any right or authority to assume or to create any obligation or responsibility, express or implied, on behalf of or in the name of Danosa, and the Customer shall not represent itself to be the agent or legal representative of Danosa.
  18. SEVERABILITY
    18.1. In the event that any part of this Agreement shall be determined to be invalid, unlawful or unenforceable to any extent such clause or provision shall be severed from the remaining clauses which shall continue to be valid and enforceable to the fullest extent permitted by law.
    18.2. If any provision or part-provision of this agreement is deemed deleted under Clause 18.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
  19. NOTICES
    19.1. Any notice, consent, notification, acknowledgement, authority or agreement required or referred to in this Agreement shall be deemed to have been received:
    – 19.1.1. if delivered by hand, on signature of a delivery receipt;
    – 19.1.2. 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 or at the time recorded by the delivery service; and
    – 19.1.3. if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this Clause 30.1, business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
    19.2. This Clause 19.1 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
  20. THIRD PARTY RIGHTS
    20.1. This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.
  21. JURISDICTION
    21.1. The Agreement shall be governed and be construed in accordance with English Law and all disputes arising in relation to this Agreement (including disputes based in tort) shall be submitted to the exclusive jurisdiction of the English courts.