Consumer Terms & Conditions
Please note that by definition, milling machines, CNC milling machines, lathes, CNC lathes are considered industrial equipment. As such it is assumed that the Buyer is purchasing these products under the Business to Business terms and conditions of sale.
Basis of Sale (conditions 1-8)
In these conditions “we”, “us” and “our” refer to Emvio Enterprises Ltd registered in England and Wales under Company No. 09185265 , also trading as Emvio Engineering. You may send e-mails to firstname.lastname@example.org. This is also the address to write to if you have any complaints. “You” and “your” refer to the customer who places an order with us. We operate the domain names www.emvioeng.com and emvioeng.com/shop
These Terms, the Order and our price list are considered by us to set out the whole agreement between you and us for the sale of the Goods. Please check that the details in the Terms or on the Order are complete and accurate before you commit yourself to the contract. If you think that there is a mistake, please make sure that you ask us to confirm any changes in writing, as we only accept responsibility for statements and representations made in writing by our authorised employees and agents. Please ensure that you read and understand these Terms before you place an Order, because you will be bound by the Terms once a contract comes into existence between us.
By placing an order with us, you confirm that you are over 18 years old and are legally capable of entering into binding contracts. We reserve the right at our sole discretion not to accept any order. Once your Order is accepted by us, a contract will come into force, on the terms and conditions set out here.
If any of these Terms are inconsistent with an Order, the Terms shall prevail. We will try to deliver your Goods as soon as practicable. However occasionally delivery may be affected by factors outside our control and so cannot be guaranteed. You should tell us as soon as possible if you do not receive your Goods within one week of placing your Order or within one week of any estimated delivery date that we give you. Any dates quoted by us for delivery are estimates only. If we are unable to deliver your Goods within 30 days of our acceptance of your Order, you may cancel your Order and get a full refund for those goods.
These Terms shall become binding on you and us when:
- we issue you with written acceptance of an Order or,
- we notify you that the Goods are ready,
whichever is the earlier. At which point a contract shall come into existence between us.
We shall assign an order number to the Order and inform you of it. Please quote the order number in all subsequent correspondence with us relating to the Order.
We have the right to revise and amend these Terms from time to time, among other things to reflect changes in market conditions affecting our business, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements and changes in our system’s capabilities. You will be subject to the policies and terms in force at the time that you order the Goods from us, unless any change to those policies or these Terms is required by law or government or regulatory authority (in which case, it will apply to orders you have previously placed that we have not yet fulfilled).
If you are purchasing Goods from the “Industrial” or “Trade” section of our catalogue, (rather than for your own domestic usage), these Terms do not apply to you. Please contact our Customer Services Team who will provide you with our Commercial terms which apply to our trade customers. By purchasing under these Terms, you confirm that you are a not an Industrial or Trade customer.
The Goods (conditions 9-10)
The information and advice contained in our sales documentation including any samples drawings descriptions or advertising issue and any descriptions or illustrations are for general guidance purposes only and do not form part of the contract between you and us or any other contract between you and us for the sale of goods. You are responsible for determining whether it applies to your particular situation. In particular, please read all manuals and safety instructions provided with our Goods, and follow them carefully at all times.
We warrant that from the date that the Goods are ready for collection or delivery and for a period of 12 months from that date, subject to any enhanced terms offered by the Manufacturer or our specific 36 month machinery warranty, the Goods shall:
- conform in all material respects with their description, subject to any qualification or representation contained in the brochures, advertisements or other documentation;
- be of satisfactory quality;
- be fit for any purpose we say the Goods are fit for or for any reasonable purpose for which you use the Goods;
- be free from material defects in design, material and workmanship; and
- comply with all applicable statutory and regulatory requirements for selling the Goods in the United Kingdom.This warranty is in addition to your legal rights in relation to Goods which are faulty or which otherwise do not conform to these Terms.This warranty does not apply to any defect in the Goods arising from fair wear and tear, wilful damage, accident, negligence by you or any third party, if you use the Goods in a way that we do not recommend, your failure to follow our instructions, or any alteration or repair you carry out without our prior written approval.We will take reasonable steps to pack the Goods properly and to ensure that you receive your order in good condition.
These Terms apply to any repaired or replacement Goods we supply to you in the unlikely event that the original Goods are faulty or do not otherwise conform to these Terms.
Delivery (conditions 11-13)
We are responsible for the supply of the Goods but are not responsible for collection, transportation or delivery of those Goods. You may arrange and appoint your own courier to effect delivery of the Goods. Where you wish for us to refer the delivery of the Goods on your behalf to our Carrier, you should indicate this by ticking the box where indicated on the acceptance of these Terms. Details of that Carrier are set out in the information section of the Website and at the point where you accept these Terms.
By requesting that we refer the delivery arrangements for the Goods to the Carrier, you appoint us as your agent to contract with the Carrier on your behalf. This will be on the Courier’s standard terms (available from that Carrier) for the delivery of those Goods.
If five business days after the day on which we notify you that the Goods were ready for delivery you have not taken delivery of them, we may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to you for any excess over the price of the Goods or charge You for any shortfall below the price of the Goods.
Acceptance & Risk (conditions 14-15)
Ownership of the Goods passes to you when you have paid for them in full including any value added taxes, along with any delivery charges (where appropriate). If you choose an alternative method of delivery for the Goods (other than the Carrier), then we are not responsible for facilitating that delivery, save for making the Goods available at the door of our facility. Risk in the Goods passes at the point at which we make the Goods available for collection. If you sell the Goods you agree to hold the sale proceeds upon trust for us until you have paid us for them in full.
When you receive the Goods, you should check them as soon as possible, and let us know within 10 days of receipt if there are any problems. Please retain all packaging until you are satisfied with the Goods. You will be responsible for any loss or damage to the Goods which occurs after they have been delivered to you. Nothing in this clause shall prejudice the rights of the customer under this contract.
Payment (conditions 16-19)
We will require payment of the price for the Goods in full before we despatch them unless we agree otherwise in writing with you. Accounts may be considered upon application and a credit check will be completed for each application
Details of our delivery charges and methods of payment for the goods are shown in the relevant sections of our sales documentation.
Any payments that are overdue will bear interest at the rate of 5% per annum above the base rate of NATWEST from the date that payment was due until the date of actual payment. This interest shall accrue on a daily basis from the due date until date of actual payment of the overdue amount, whether before or after payment. You must pay us interest together with the overdue amount.
- If you do not pay us we may suspend or cancel any outstanding orders until you have paid the outstanding amounts without limiting any of the remedies we may have.Every effort is made to ensure that our prices and descriptions are accurate at the time of going to press. If an error is found or if manufacturers’ prices or products change, we will inform you as soon as possible and offer you the option of cancelling your Order or reconfirming your order with the revised price or product. We are under no obligation to provide Goods to you at an incorrect (lower) price if the pricing error is obvious and could reasonably have been recognised by you as a pricing error.
Intellectual Property (condition 20)
- We are the owners of the licensee of all intellectual property (including text images, illustrations, trademarks, graphics and devices) in our website and any correspondence entered into from us to you. These are protected by copyright laws and treaties around the world. All such rights are reserved. Should you wish to reuse any of our photos, sections of our website or designs, please do contact us as we may be happy to assist you, licensing fees may apply.
Any correspondence is personal between us and you, as it is confidential it must be treated as such. This means it must not be published or be distributed either in its entirety, part or in summary form without our prior written consent. Failure to observe this obligation may result in us taking action against you to prevent further breaches. The parties acknowledge that limiting our recourse to damages is probably inadequate. This of course does not apply to good reviews…
Cancellation Rights (conditions 21-25)
If you are buying Goods from us for the purposes of your trade, business or profession and you are not classified as a consumer under UK consumer protection legislation, clause 23 does not apply to you. In addition, we are not liable for any consequential loss and subject to clause 26 our maximum liability shall be limited to the price of the Goods.
If you are a consumer resident outside the United Kingdom or with a delivery address outside the UK, our Returns Policy does not apply to you.
- If you are dealing as a Consumer, and have placed your order over the internet or by phone, you can cancel your order for any reason and get a full refund at any time before you receive the Goods, or the end of 14 calendar days after the day you receive the Goods. To cancel your order you should write to us within that time to the address in clause 1 of these conditions.
If you have already received the Goods:
- you can only exercise this right to cancel your order if the Goods are still in a re-saleable condition and you have retained the packaging;
- you must return the Goods to us at your own cost and risk to the address in clause 1 of these conditions (unless we are at fault, in which case we will arrange collection);
- you must take care to ensure the Goods are not used or damaged in the meantime;
- (d) if you do not return the Goods as required, we may charge you the costs of recovering them ourselves.
This right to cancel your order does not apply to audio or video recordings or computer software which has been unsealed or Goods which have been made to your specifications or are clearly personalised or are liable to deteriorate or expire rapidly or which by their very nature cannot be returned.
You may return Goods for a credit or to exchange strictly in accordance with our published Returns Policy. In the event of a conflict between these terms and conditions and the Returns Policy, these terms and conditions shall prevail.
Our Liability to You
- We will not be liable for any delay in delivering the Goods which is due to events or circumstances beyond our reasonable control or for any business losses.
We are not responsible for any losses that result from our failure to comply with these terms including but not limited to
- Injury or death resulting from incorrect use of our products
- loss of income or revenue;
- loss of business;
- loss of anticipated savings;
- loss of data; or
- waste of time.
- Injury or death resulting from incorrect use of our products
Any commentary, advice or other materials published or distributed by us (for example but not limited to responses to email questions or message boards) are not intended to amount to advice on which reliance should be placed. We therefore disclaim all liability and responsibility arising from reliance placed on such materials by you or anyone informed of such.
Gift Cards should these become available in the future
Gift Card may only be used to purchase goods and services from us in accordance with these Terms and Conditions and specifically:
- cannot be exchanged for cash; no change or refund will be given for purchases made with this car, and
- it will automatically expire 24 months after the last time that you use it to make a purchase or check your balance, any outstanding balance will be deducted, and
- you must treat this card as cash. We will not accept any liability for lost, stolen or damaged cards and will not replace any cards under any circumstances
By requesting us to facilitate delivery using a Carrier, you consent to us providing that Carrier with relevant personal data necessary for that Carrier to fulfill delivery of the Products.
We may validate name, address and other personal information supplied by you during the order process against appropriate third party databases. By accepting these terms and conditions you consent to such checks being made. In performing these checks personal information provided by you may be disclosed to a registered Credit Reference Agency which may keep a record of that information. You can rest assured that this is done only to confirm your identity, that a credit check is not performed and that you credit rating will be unaffected. All information provided by you will be treated securely and strictly in accordance with the Data Protection Act 1998. We will not sell your information to anyone and cookies on our site are only for the function thereof.
Anyone who is not party to this contract does not have any rights under or in connection with the Contract (Rights of Third Parties) Act 1999.
This contract is subject to laws of England and Wales and the non exclusive jurisdiction of the English courts.
B2B Terms and conditions of sale.
Please note that by definition, milling machines, CNC milling machines, lathes, CNC lathes are considered industrial equipment. As such it is assumed that the Buyer is purchasing these products under the Business to Business terms and conditions of sale.
In this document the following words shall have the following meanings:
1.1 “Buyer” means the organisation or person who buys Goods from the Seller;
1.2 “Conditions” means the terms and conditions of sale set out in this document and any special terms and conditions agreed in writing by the Seller;
1.3 “Delivery date” means the date specified by the Seller when the Goods are to be delivered;
1.4 “Goods” means the articles to be supplied to the Buyer by the Seller;
1.5 “Intellectual Property Rights” means all patents, registered and unregistered designs, copyright, trademarks, know-how and all other forms of intellectual property wherever in the world enforceable;
1.6 “Price” means the price set out in the list of prices of the Goods maintained by the Seller as amended from time to time or such other price as the parties may agree in writing plus such carriage, packing, insurance or other charges or interest on such as may be quoted by the Seller or as may apply in accordance with these conditions;
1.7 “Seller” means Emvio Enterprises Limited, Registered office: 339, Two mile hill road, Kingswood, Bristol, BS15 1AN. Registered in England and Wales with company number 09185265. Emvio Engineering is a trading name of Emvio Enterprises Limited.
2.1 These conditions shall apply to all contracts for the sale of Goods by the Seller to the Buyer to the exclusion of all other terms and conditions including any terms or conditions which the Buyer may seek to apply under any purchase order, order confirmation or similar document.
2.2 All orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods pursuant to these Conditions.
2.3 Acceptance of delivery of the Goods shall be deemed conclusive evidence of the Buyer’s acceptance of these Conditions.
2.4 Any variation to these Conditions (including any special terms and conditions agreed between the parties including without limitation as to discounts) shall be inapplicable unless agreed in writing by the Seller.
2.5 Any advice, recommendation or representation given by the Seller or its employees or agents to the Buyer or its employees or agents as to the storage, application or use of the Goods or otherwise which is not confirmed in writing by the Seller is followed or acted upon entirely at the Buyer’s own risk, and, accordingly, the Seller shall not be liable for any such advice, recommendation or representation which is not so confirmed.
2.6 Nothing in these Conditions shall effect the statutory rights of any Buyer dealing as a consumer.
3. Price and Payment
3.1 Payment of the Price is strictly cash with order unless a credit account has been established with the Seller in which event payment of the Price is due according to the specific terms on the invoice or default 14 days following the date of invoice. Credit limit will be confirmed in writing as per agreement
3.2 The Seller shall be entitled to charge interest on overdue invoices from the date when payment becomes due interest to accrue from day to day until the date of payment at a rate of 5% per annum above the base rate of the Bank of England from time to time.
3.3 The Seller reserves the right to grant, refuse restrict, cancel or alter credit terms at its sole discretion at any time.
3.4 If payment of the Price or any part thereof is not made by the due date, the Seller shall be entitled to:
3.4.1 require payment in advance of delivery in relation to any Goods not previously delivered;
3.4.2 refuse to make delivery of any undelivered Goods whether ordered under the contract or not and without incurring any liability whatever to the Buyer for non-delivery or any delay in delivery;
3.4.3 appropriate any payment made by the Buyer to such of the Goods (or Goods supplied under any other contract) as the Seller may think fit;
3.4.4 terminate the contract.
Any description given or applied to the Goods is given by way of identification only and the use of such description shall not constitute a sale by description. For the avoidance of doubt, the Buyer hereby affirms that it does not in any way rely on any description when entering into the contract.
Where a sample of the Goods is shown to and inspected by the Buyer, the parties hereto accept that such a sample is so shown and inspected for the sole purpose of enabling the Buyer to judge for itself the quality of the bulk, and not so far as to constitute a sale by sample.
6.1 Unless otherwise agreed in writing, delivery of the Goods shall take place at the address specified by the Buyer on the date specified by the Seller. The Buyer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery.
6.2 The date of delivery specified by the Seller is an estimate only. Time for delivery shall not be of the essence of the contract and while every reasonable effort will be made to comply with such dates compliance is not guaranteed and the Buyer shall have no right to damages or to cancel the order for failure for any cause to meet any delivery date stated.
6.3 If the Seller is unable to deliver the Goods for reasons beyond its control, then the Seller shall be entitled to place the Goods in storage until such time as delivery may be effected and the Buyer shall be liable for any expense associated with such storage.
6.4 If the Buyer fails to accept delivery of Goods on the delivery date or within 3 days of notification that they are ready for despatch whether prior to or after the delivery date the Seller reserves the right to invoice the Goods to the Buyer and charge him therefore. In addition the Buyer shall then pay reasonable storage charges or demurrage as appropriate in the circumstances until the Goods are either despatched to the Buyer or disposed of elsewhere.
6.5 The Seller shall be entitled to deliver the Goods by instalments and where the Goods are so delivered, each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat any other related contract as repudiated.
6.6 Where the Buyer requires delivery of the Goods by instalments, rescheduling requires the Seller’s written agreement and will not be possible unless at least 3 month’s written notice is provided and so agreed. Each delivery shall constitute a separate contract and failure by the Buyer to pay the Price in respect of any instalment shall entitle the Seller to treat any other related contract as repudiated in addition to any other rights of the Seller pursuant to these Conditions.
6.7 Notwithstanding that the Seller may have delayed or failed to deliver the Goods (or any of them) promptly the Buyer shall be bound to accept delivery and to pay for the Goods in full provided that delivery shall be tendered at any time within 3 months of the delivery date.
7.1 The Seller is a distributor of goods and the Buyer is exclusively responsible for detailing the specification of the Goods, for ascertaining the use to which they will be put and for determining their ability to function for that purpose.
7.2 The Buyer is required to test Goods upon delivery and shall be deemed to have accepted the Goods 14 days after delivery to the Buyer. Accordingly, no claim for defect, damage or quality will be entertained (without prejudice to the Seller’s other rights pursuant to these Conditions) unless written notice together with all supporting evidence is received by the Seller within 14 days of delivery. After acceptance the Buyer shall not be entitled to reject Goods which are not in accordance with the contract.
7.3 The Buyer shall not remove or otherwise interfere with the marks or numbers on the Goods.
7.4 The Buyer shall accept delivery of the Goods tendered notwithstanding that the quantity so delivered shall be either greater or lesser than the quantity purchased provided that any such discrepancy shall not exceed 5%, the Price to be adjusted pro-rata to the discrepancy.
8. Risk and Title
8.1 Risk of damage or loss of the Goods shall pass to the Buyer in the case of Goods to be delivered at the Seller’s premises, at the time when the Seller notifies the Buyer that the Goods are available for collection, or in the case of Goods to be delivered otherwise than at the Seller’s premises, at the time of delivery.
8.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these conditions, the property in the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the Price of the Goods and of all other Goods agreed to be sold by the Seller to the Buyer for which payment is then due.
8.3 Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Seller’s fiduciary agent and bailee, and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Seller’s property.
8.4 Until payment of the Price the Buyer shall be entitled to resell or use the Goods in the course of its business but shall account to the Seller for the proceeds of sale or otherwise of the Goods, whether tangible or intangible including insurance proceeds, and shall keep all such proceeds separate from any monies or property of the Buyer and third parties and, in the case of tangible proceeds, properly stored, protected and insured.
8.5 Until such time as the property in the Goods passes to the Buyer (and provided that the Goods are still in existence and have not been resold) the Seller shall be entitled at any time to require the Buyer to deliver up the Goods to the Seller and if the Buyer fails to do so forthwith to enter upon any premises of the Buyer or of any third party where the Goods are stored and repossess the Goods.
8.6 The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Seller, but if the Buyer does so all monies owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.
8.7 The Seller shall be entitled to recover the Price notwithstanding that property in any of the Goods has not passed from the Seller.
9. Insolvency of Buyer
9.1 If the Buyer fails to make payment for the Goods in accordance with the contract of sale or commits any other breach of this contract of sale or if any distress or execution shall be levied upon any of the Buyer’s property or the Goods or if the Buyer offers to make any arrangement with its creditors or commits an act of bankruptcy or if any petition in bankruptcy is presented against the Buyer or the Buyer is unable to pay its debts as they fall due or if being a limited company any resolution or petition to wind up the Buyer (other than for the purpose of amalgamation or reconstruction without insolvency) shall be passed or presented of if a receiver, administrator administrative receiver or manager shall be appointed over the whole or any part of the Buyer’s business or assets or if the Buyer shall suffer any analogous proceedings under foreign law or if any such matter as provided for in this clause is reasonably apprehended by the Seller all sums outstanding in respect of the Goods shall become payable immediately.
9.2 The Seller may in the circumstances set out in clause 9.1 above also in its absolute discretion, and without prejudice to any other rights which it may have, exercise any of its rights pursuant to clause 8 above.
10.1 Where the Goods are found to be defective, the Seller shall, replace defective Goods free of charge within the manufacturer’s warranty period if applicable from the date of delivery, subject to the following conditions;
10.1.1. the Buyer notifying the Seller in writing immediately upon the defect becoming apparent;
10.1.2. the defect being due to faulty design, materials or workmanship;
10.2 Any Goods to be repaired or replaced shall be returned to the Seller at the Buyer’s expense, if so requested by the Seller.
10.3 Where the Goods have been manufactured and supplied to the Seller by a third party, any warranty granted to the Seller in respect of the Goods shall be passed on to the Buyer and the Buyer shall have no other remedy against the Seller
10.4 The Seller shall be entitled in its absolute discretion to refund the Price of the defective Goods in the event that the Price has already been paid.
10.5 The remedies contained in this Clause are without prejudice and subject to the other Conditions herein, including, but without limitation, to conditions 11 and 12 below.
11.1 No liability of any nature shall be incurred or accepted by the Seller in respect of any representation made by the Seller, or on its behalf, to the Buyer, or to any party acting on its behalf, prior to the making of this contract where such representations were made or given in relation to:-
11.1.1. the correspondence of the Goods with any description or sample;
11.1.2. the quality of the Goods; or
11.1.3. the fitness of the Goods for any purpose whatsoever.
11.2 No liability of any nature shall be accepted by the Seller to the Buyer in respect of any express term of this contract where such term relates in any way to:
11.2.1. the correspondence of the Goods with any description;
11.2.2. the quality of the Goods; or
11.2.3. the fitness of the Goods for any purpose whatsoever.
11.3 Except where the Buyer deals as a consumer all other warranties, conditions or terms relating to fitness for purpose, quality or condition of the Goods, whether express or implied by statute or common law or otherwise are hereby excluded from the contract to the fullest extent permitted by law.
11.4 For the avoidance of doubt the Seller will not accept any claim for consequential or financial loss of any kind however caused.
12. Limitation of Liability
12.1 Where any court or arbitrator determines that any part of Clause 11 above is, for whatever reason, unenforceable, the Seller shall be liable for all loss or damage suffered by the Buyer but in an amount not exceeding the Price.
12.2 Nothing contained in these Conditions shall be construed so as to limit or exclude the liability of the Seller for death or personal injury as a result of the Seller’s negligence or that of its employees or agents.
13. Intellectual Property Rights
13.1 Where any Goods supplied by us embody, include or contain computer program(s) and/or related documentation the copyright in which is owned by a third party, all rights and liabilities associated with the use and/or reproduction thereof will be subject to the terms of the applicable end user licence, to the exclusion of all liabilities and obligations on our part.
13.2 The Buyer will indemnify us against all liabilities for infringement of third party intellectual property rights arising from our compliance with the Buyer’s specific requirements regarding design or specification for the Goods or arising from the use of the Goods in combination with other products.
13.3 In the event that all the Goods or the use thereof (subject as aforesaid) are held to constitute an infringement of any intellectual property rights and the use is thereby prevented, the will at its own expense and option either procure for the Buyer the right to continue using the Goods or replace the same with a non-infringing product, or modify the Goods so that they become non-infringing, or may elect to retake possession of the Goods and refund the Price. Subject to the foregoing, the Seller shall be under no liability to the Buyer for any loss, damage or enquiry, whether direct or indirect, resulting from any intellectual property right infringement of the Goods.
13.4 All Intellectual Property Rights produced from or arising as a result of the performance of any contract shall, so far as not already vested, become the absolute property of the Seller, and the Buyer shall do all that is reasonably necessary to ensure that such rights vest in the Seller by the execution of appropriate instruments or the making of agreements with third parties.
14. Force Majeure
The Seller shall not be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and the Seller shall be entitled to a reasonable extension of its obligations. If the delay persists for such time as the Seller considers unreasonable, it may without liability on its part, terminate the contract or any part of it.
15. Relationship of Parties
Nothing contained in these Conditions shall be construed as establishing or implying any partnership or joint venture between the parties and nothing in these Conditions shall be deemed to construe either of the parties as the agent of the other.
16. Assignment and Sub-Contracting
The contract between the Buyer and Seller for the sale of Goods shall not be assigned or transferred, nor the performance of any obligation sub-contracted, in either case by the Buyer, without the prior written consent of the Seller.
The failure by either party to enforce at any time or for any period any one or more of the Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Conditions of this Agreement.
If any term or provision of these Conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Conditions had been agreed with the invalid, illegal or unenforceable provision eliminated.
19. No set off
The Buyer may not withhold payment of any invoice or other amount due to the Seller by reason of any right of set-off or counterclaim which the Buyer may have or allege to have for any reason whatsoever.
20. Entire Agreement
These Conditions and any documents incorporating them or incorporated by them constitute the entire agreement and understanding between the parties.
21. Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the law of England and the parties hereby submit to the exclusion jurisdiction of the English courts.
The above section constitutes the terms and conditions of sale