TERMS AND CONDITIONS FOR THE SUPPLY OF GOODS AND SERVICES
1 ABOUT US
1.1 Company details. Chevler Limited (company number 06736785) (we and us), is a company registered in England and Wales and our registered office is at Reed House, Tir-Y-Berth Industrial Estate, Hengoed, Mid Glamorgan, CF82 8AU. Our main trading address is Reed House, Tir-Y-Berth Industrial Estate, Hengoed, Mid Glamorgan, CF82 8AU. Our VAT number is 945 5407 09. We operate the website www.chevler.co.uk.
1.2 Contacting us. To contact us telephone our customer service team at (+44) 01844 344231 or email firstname.lastname@example.org. How to give us formal notice of any matter under the Contract is set out in clause 17.
2 OUR CONTRACT WITH YOU
2.1 Our contract. These terms and conditions (Terms) apply to the order by you and supply of goods by us to you (Contract). No other terms are implied by trade, custom, practice or course of dealing. In the event that there is any conflict between these Terms and any other terms or agreement between us, these Terms will take precedence.
2.2 Entire agreement. The Contract is the entire agreement between us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.
2.3 Language. These Terms and the Contract are made only in the English language.
2.4 Your copy. You should print a copy of these Terms or save them to your computer for future reference.
3 PLACING AN ORDER AND ITS ACCEPTANCE
3.1 Quotation and placing an order. Please contact us for a quotation. Any quotation provided by us is an invitation to purchase our goods and will only be valid for 30 days from the date of issue. Each order is an offer by you to buy the goods specified in the order (Goods) subject to these Terms. If you wish to place an order you must inform us in writing. An order or acceptance of a quotation shall not be a valid order until accepted by us in accordance with clause 3.4 below.
3.2 Correcting input errors. Our on-line order process allows you to check and amend any errors before submitting your order to us. Please check the order carefully before confirming it. In all cases you are responsible for ensuring that your order and any specification submitted by you is complete and accurate.
3.3 Acknowledgement of your order. After you place an order, you will receive an email from us acknowledging that we have received it, but please note that this does not mean that your order has been accepted. Our acceptance of your order will take place as described in clause 3.4.
3.4 Accepting your order. Our acceptance of your order takes place when we either (a) send an email to you to accept it, or (b) confirm that the Goods have been dispatched (Dispatch Confirmation) at which point the Contract between you and us will come into existence.
3.5 If we cannot accept your order. If we are unable to supply you with the Goods for any reason, we will inform you of this by email and we will not process your order. If you have already paid for the Goods, we will refund you the full amount including any delivery costs charged as soon as possible.
3.6 We reserve the right to reject an order if in our opinion it is illegal or libellous in nature or infringes any rights of third parties.
3.7 Varying your order. Once accepted your order can only be varied if agreed in writing by us.
4 OUR GOODS
4.1 The images of the Goods on our site are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that your computer's display of the colours accurately reflects the colour of the Goods. The colour of your Goods may vary slightly from those images.
4.2 Due to the manufacturing process and although we have made every effort to be as accurate as possible, all sizes, weights, capacities, dimensions and measurements indicated on our site may vary slightly from those images, illustrations and descriptions available online.
4.3 We do not sell by sample.
4.4 The packaging of your Goods may vary from that shown on images on our site.
4.5 We reserve the right to at any time:
4.5.1 amend the specification, materials or finish of the Goods if;
(a) reasonably required by us; or
(b) if required by any applicable statutory or regulatory requirement; and
you acknowledge and agree that you shall not have the right to reject the Goods and/or take action for breach of contract.
4.5.2 withdraw any Goods for sale.
4.6 Bespoke Goods: Subject to clause 4.5, we will make reasonable efforts to make sure that the bespoke Goods accurately reflect the designs that you have submitted, however your Goods may vary slightly from those images, illustrations and descriptions. You shall (within such time scales we may agree with you, unless no time scale is agreed in which case, promptly within a reasonable time of acceptance of your order) supply, at your cost, any materials, designs, drawings, electronic files or other instructions, information, licences, permissions and/or authorisations necessary for the production of bespoke Goods. If we are making the Goods to measurements and specifications, you have given us you are responsible for ensuring that these measurements are correct. We will not accept responsibility for (a) any delays resulting from your failure to comply with your obligations under this clause 4.6, or (b) errors in your own measurements and specifications.
4.7 Tools and Dies. In manufacture we use tools and dies. Unless otherwise agreed in writing ownership of these tools and dies remain with us notwithstanding that you has been asked to make a contribution towards the cost of the tool and die
5.1 You may only cancel the Contract and receive a refund if we agree to a cancellation in writing. Contracts for bespoke Goods cannot be cancelled if we have started to manufacture the Goods.
5.2 Any cancellation shall be upon such terms as we may specify and will be confirmed by us in writing, which may include the requirement to pay all costs, charges and expenses incurred by us in connection with the Contract up to the date of cancellation.
6 DELIVERY, TRANSFER OF RISK, LOSS AND DAMAGE, AND TITLE
Delivery and Transfer of Risk
6.1 We may agree an estimated delivery date with you dependent on the product ordered. Occasionally our delivery to you may be affected by an Event Outside Our Control. See clause 16 (Events Outside Our Control) for our responsibilities when this happens.
6.2 Delivery is complete once the Goods (a) have been unloaded at the address for delivery set out in your order, or (b) are collected by you or a carrier organised by you to collect them from us, and the Goods will be at your risk from that time.
6.3 In relation to delivery time shall not be of the essence.
6.4 If we fail to deliver the Goods, our liability is limited to the cost of obtaining replacement goods of a similar description and quality in the cheapest market available, less the price of the Goods. However, we will not be liable to the extent that any failure to deliver was caused by an Event Outside Our Control, or because you failed to provide adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
6.5 If you fail to take delivery within 90 days after the day on which we notified you that the Goods were ready for delivery, we may resell part of, or all the Goods and after deducting any 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. You acknowledge and agree that nothing in this clause 6.5 shall prevent us from taking action against you for recovery of costs and/or any other monies owed by you to us under the Contract.
6.6 We are happy to provide deliveries to you by instalments, when requested. Each instalment shall be treated as a separate Contract and subject to these Terms. Any Goods that are not delivered to you within 90 days of the first instalment will be invoiced to you in full (if not already invoiced for). In addition, there will be a separate storage charge of £2.50 per week for each pallet with a minimum charge of £10.00 per week.
6.7 If we deliver to you a quantity of Goods of up to 10% more or less than the quantity agreed under the Contract, you acknowledge and agree that such delivery shall be deemed to be in accordance with the Contract and you shall not be entitled, by reason of any such shortfall or excess, to reject either the Goods or any excess Goods (as applicable) or request any adjustment to the price
Loss and Damage
6.8 We shall not be liable for any loss or damage to the Goods once Goods are delivered to you or your nominated carrier’s transport pursuant to clause 6.2.
6.9 Notwithstanding clause 6.8, you should inspect the Goods upon delivery or collection, and must inform us (in writing), within 3 days of delivery, of any damage or defects.
6.10 Our liability in respect of any alleged defect or non-conformity notified to us pursuant to clause 6.9 shall be conditional upon you:
6.10.1 preserving the Goods intact for our inspection; and
6.10.2 at the our option, either promptly returning to us (at our cost) the allegedly defective or non-conforming Goods or permitting us and/or our representatives to inspect the allegedly defective or non-conforming Goods at your or other nominated premises to enable us to investigate your complaint.
6.11 Our liability under clause 6.10 shall in all circumstances be limited to (at our sole option) the replacement or repair as soon as reasonably practicable of the affected Goods or, where payment for the Goods in question has already been made by you, crediting you with the relevant amount of the price via a credit note.
6.12 You own the Goods once we have received payment in full, including all applicable delivery charges and any other sums due to us under the Contract.
6.13 Until such time as you own the Goods in accordance with clause 6.12, you;
6.13.1 shall (i) hold any such Goods on a fiduciary basis as our bailee, and (ii) not remove, deface or obscure any identifying mark or packaging on or relating to those Goods , and (iii) maintain the Goods in satisfactory condition and keep any such Goods insured on our behalf against all risks, ensure our interest in the Goods is noted on the relevant insurance policy and on request produce the relevant policy of insurance for inspection by us and any proceeds of the insurance policy shall held on trust for us or remitted to us directly as a loss payee, and (iv) store any Goods (at no cost us) separately from all your other goods or any other persons goods, not to mix with other goods or altered in anyway so that they remain readily identifiable as our property.
6.13.2 you shall be permitted to resell Goods in the ordinary course of your business, subject to the following conditions; (i) any sale shall be effected at full market value; (ii) any such sale shall be a sale of our property on our behalf and you hold the proceeds of any resale on trust for us in a separate account and do not mix them.
6.13.3 The right of resale in clause 6.13.2 above shall end if (i) we have any reasonable concerns regarding your financial circumstances and serve a notice on you, (ii) we terminate or serve notice to terminate a contract, (iii) any of the events in clause 1 occur, or (iv) you suffer any legal or equitable execution to be levied on your property.
6.13.4 Upon termination of the right to resell, you shall immediately place such Goods in your possession or under its control at our disposal and shall be deemed irrevocably to authorise us or our representatives to enter at any time upon any premises where such Goods are being stored with or without vehicles and with or without giving prior notice to you for the purpose of removing such Goods. We shall also be entitled to (i) cancel all or any part of any orders for Goods placed which have not yet been delivered (whether or not accepted), and / or (ii) deal direct with any customers of yours in which case any proceeds of sale received by us from any such customers shall belong to us absolutely PROVIDED ALWAYS that you acknowledge and agrees that we shall not by so doing assume any of your obligations or liabilities under its contracts with such customers.
6.13.5 For the avoidance of doubt, you acknowledge and agree that we shall be entitled to recover from you payment for such Goods notwithstanding that legal and beneficial title to the same has not passed from us
6.13.6 You grant to us and our representatives an irrevocable license at any time to enter without notice any premises where Goods are being stored or kept for the purpose of inspecting, identifying and, or removing such Goods.
7 INTERNATIONAL DELIVERY
7.1 You will be responsible for obtaining and settling the cost of any import licences, import tariffs and taxes and relevant consents in relation to the Goods exported out of the UK. If required by us, you shall make those licences and consents available to us prior to the relevant shipment. Where you have failed to purchase or obtain these and as a result of delivering them to you and we are forced to obtain these, we shall, at our discretion, either pass the cost of these onto you or terminate your order. Upon reasonable request, we (or our appointed carrier), will supply you with such export documents as are reasonably necessary and which you are unable to prepare yourself.
7.2 For the avoidance of doubt, the United Nations Convention on the International Sale of Goods shall not apply to this Contract. The international rules for the interpretation of trade terms prepared by the International Chamber of Commerce (Incoterms) shall apply but where they conflict with this Contract, these contract Terms shall prevail.
7.3 You must comply with all applicable laws and regulations of the country for which the Goods are destined. We will not be liable or responsible if you break any such law.
8 PRICE OF GOODS AND DELIVERY CHARGES
8.1 The prices of the Goods will be as specified in a quotation.
8.2 Prices for our Goods may change from time to time, but changes will not affect any order you have already placed.
8.3 The price of Goods excludes (a) VAT (where applicable) at the applicable current rate chargeable in the UK for the time being and (b) other taxes, duties, tariffs and/or charges applicable in any country or territory (whether directly or indirectly) in relation to the sale of the Goods.
8.4 The price of the Goods includes standard delivery charges for UK customers. For non-standard deliveries or export customers the delivery charges will be advised to you prior to despatch.
9.1 Payments are due upon the terms set out in the invoice or previously agreed by us in writing but in any event (i) in full, without any deduction whether by way of set off, counterclaim, discount, abatement or otherwise, and (ii) within 30 days from the date of an invoice, unless the Contract is terminated in accordance with clause 15.1, in which case payment shall become immediately due, whichever shall occur first.
9.2 If we deliver Goods by instalments, we may, at our discretion, either apportion the price and invoice each instalment separately or issue one invoice in respect of the price for all instalments.
9.3 Unless agreed with us in advance payment shall be due in cleared funds in pounds sterling (£GBP) and shall be of the essence.
9.4 Payments shall be made by credit or debit card, Bank transfer or cheque.
9.5 We may charge interest to you on any overdue amount at the rate of 4% a year above the base lending rate of HSBC Bank plc from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay us interest together with any overdue amount.
9.6 We may suspend any bespoke manufacturing or outstanding deliveries until payment of overdue amounts is received by us.
10 OUR WARRANTY FOR THE GOODS
10.1 We will comply with the standards of the British Retail Consortium and Institute of Packing. Our Certificate of Conformity can be downloaded from our website, or upon a reasonable written request we will issue to you with copies. We do not warrant that the Goods comply with the laws, regulations or standards outside of these standards.
10.2 You acknowledge and agree that the manufacturing process for the Goods cannot guarantee that by-products from the manufacturing process are not present in the finished Goods and you shall be expected to implement a suitable quality control mechanism to identify and remove such by-products. We disclaim any liability, subject always to clause 14.2, arising as a result of or in connection with you failing to implement quality control procedures or adhere to any quality control procedure implemented
10.3 We provide a warranty that on delivery, the Goods shall:
10.3.1 subject to clause 4, conform in all material respects with their description; and
10.3.2 be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).
10.4 Subject to clause 10.5, if:
10.4.1 you give us notice in writing within a reasonable time of discovery that some or all the Goods do not comply with the warranty set out in clause 10.3; and
10.4.2 we are given a reasonable opportunity of examining the Goods; and
10.4.3 if we ask you to do so, you return the Goods to us at your cost;
we will, at our option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
10.5 We will not be liable for breach of the warranty set out in clause 10.3 if:
10.5.1 you make any further use of the Goods after giving notice to us under clause 10.4;
10.5.2 the defect arises as a result of us following any drawing, design or specification supplied by you;
10.5.3 you alter or repair the Goods without our written consent;
10.5.4 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
10.5.5 the Goods differ from their description or specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
10.6 We will only be liable to you for the Goods’ failure to comply with the warranty set out in clause 10.3 to the extent set out in this clause 10.
10.7 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.
10.8 These Terms also apply to any repaired or replacement Goods supplied by us to you.
11 INTELLECTUAL PROPERTY RIGHTS
11.1 We shall have no liability whatsoever to you for any: (i) defects in Goods; and/or (ii) loss or damage suffered by you or any other person arising (whether directly or indirectly) as a result of the our reliance on your designs or materials. You agree (x) to take such action at the your own cost as may be required by us to assist us in defending any action, proceeding, threat, claim or allegation brought against us as a result of our reliance on your designs and/or use of your materials; and you will (y) indemnify us and keep us our employees, officers and representatives indemnified, fully on demand from and against any and all actions, claims, costs, losses (including consequential loss, economic loss and loss of profit, revenue and goodwill), damages, demands, expenses (including legal costs and expenses on a solicitor own client basis) and charges arising, suffered or incurred (whether directly or indirectly) as a result of the our reliance on your designs and/or use of any of your materials including, any threat, claim or allegation that the designs and/or materials or the use of them infringe the intellectual property rights of any person.
11.2 We will retain all copyrights, trademarks, design rights and any other intellectual property in the Goods. If you become aware of any threat, claim or allegation that the Goods (or any of them) infringe the intellectual property rights of any person, you shall promptly inform us of the same and shall, at our request, take such action at our cost to assist us to defend the such threat, claim or allegation as we may reasonably require.
11.3 If at any time it is alleged that the Goods infringe the rights of any third party or if, in our reasonable opinion, such an allegation is likely to be made, we may at our option and cost; (i) make changes to or replace the Goods in order to avoid the infringement, or (ii) procure for you the right to continue using the Goods, or (iii) repurchase the Goods at the price paid by you, less depreciation at the rate we apply to our own equipment.
11.4 We assert our full rights to control the use of our trade marks within the EEA and you shall assist us as required in preventing parallel importers from diluting our rights.
11.5 Any reputation in any trade marks affixed or applied to the Goods shall accrue to our sole benefit or any other owner of the trade marks from time to time.
11.6 You shall not use (other than pursuant to this Contract) or seek to register any trade mark or trade name (including any company name) which is identical to, confusingly similar to or incorporates any trade mark or trade name which we owns or claims rights to in anywhere in the world.
Without prejudice to the indemnity in clause 11.1, you shall indemnify us and keep us indemnified fully on demand from and against any and all actions, claims, costs, losses (including consequential loss, economic loss and loss of profit, revenue and goodwill), damages, demands, expenses (including legal costs and expenses on a solicitor own client basis) and charges arising, whether directly or indirectly, as a result of (i) the provision, use, sale or re-sale, storage, alterations or adaptation to and of the Gods, or (ii) in relation to these Terms, or (iii) failure to comply with health and safety rules or regulations relating to the use, storage or other treatment of the Goods or their packaging, whether arising in contract, tort (including but not limited to negligence) or otherwise or any failure by you to comply with your obligations under the Contract or make payment of the price or any part thereof by the due date(s) for payment.
13 PERSONAL INFORMATION AND CONFIDENTIALITY
13.2 You shall treat all business information, business affairs, operations, processes, customers, clients, suppliers, designs, plans, drawings, product information, procedures, instructions, trade secrets, software, market opportunities, documents and other information of a confidential nature of any kind supplied or communicated by us to you from time to time as strictly confidential and shall not without our prior written consent, for a period of 3 years after termination of the contract, disclose or part with possession of any such information or copies thereof or use the same other than in connection with the contract or the Goods to which it relates unless permitted by clause 13.3 below. Where you are a business customer we shall treat your confidential information in a similar manner.
13.3 You may disclose our confidential information (i) to your employees, officers, agents, consultants or subcontractors (Representatives) who need to know this information for the purposes of exercising your rights or carrying out your obligations under or in connection with this contract, provided that you take all reasonable steps to ensure that your Representatives comply with the confidentiality obligations contained in this clause 13 as though they were a party to this contract, and (ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority. We shall have the same rights in relation to a business customer's confidential information.
13.4 We reserve all rights in our confidential information. No rights or obligations in respect of confidential information other than those expressly stated in this contract are granted or to be implied from this contract. In particular, no licence is hereby granted directly or indirectly under any patent, invention, discovery, copyright or other intellectual property right held, made, obtained or licensable now or in the future.
14 OUR LIABILITY: YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
14.1 Nothing in these Terms limits or excludes our liability for:
14.1.1 death or personal injury caused by our negligence;
14.1.2 fraud or fraudulent misrepresentation;
14.1.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
14.1.4 any other liability that cannot be limited or excluded by law.
14.2 Subject to clause 14.2, we will under no circumstances be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
14.2.1 any loss of profits, sales, business, or revenue; or
14.2.2 loss of business opportunity; or
14.2.3 loss of anticipated savings; or
14.2.4 loss of goodwill; or
14.2.5 any other loss, indirect or consequential loss or damage of any kind
14.3 Subject to clause 14.2, our total liability to you for all losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will in no circumstances exceed the price of the Goods.
14.4 Except as expressly stated in these Terms, we do not give any representations, warranties or undertakings in relation to the Goods. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, we will not be responsible for ensuring that the Goods are suitable for your purposes.
15.1 Without limiting any of our other rights, we may suspend the supply or delivery of the Goods to you, or terminate the Contract with immediate effect by giving written notice to you if:
15.1.1 you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 30 days of you being notified in writing to do so;
15.1.2 you fail to pay any amount due under the Contract on the due date for payment;
15.1.3 you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
15.1.4 you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
15.1.5 your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.
15.2 Termination of the Contract shall not affect your or our rights and remedies that have accrued as at termination and clauses 6.12, 6.13, 9, 11, 12, 13, 14, 16 and this Condition 15.2 shall survive termination of the Contract.
15.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.
16 EVENTS OUTSIDE OUR CONTROL
16.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control, such as acts of God, flood, drought, earthquake or other natural disaster, epidemic or pandemic, 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, collapse of buildings, fire, explosion or accident, any labour or trade dispute, strikes, industrial action or lockouts and interruption or failure of utility service (Event Outside Our Control).
16.2 If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:
16.2.1 we will contact you as soon as reasonably possible to notify you; and
16.2.2 our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects our delivery of Goods to you, we will arrange a new delivery date with you after the Event Outside Our Control is over.
16.3 You may cancel the Contract affected by an Event Outside Our Control which has continued for more than 90 days. To cancel please contact us. If you opt to cancel, you will have to return (at our cost) any relevant Goods you have already received and we will refund the price you have paid, including any delivery charges.
17 COMMUNICATIONS BETWEEN US
17.1 When we refer to “in writing” in these Terms, this includes email.
17.2 Any notice or other communication given by one of us to the other under or in connection with the Contract must be in writing and be delivered personally, sent by pre-paid first class post or other next working day delivery service, or email.
17.3 Communications addressed to us shall be marked for the attention of the Managing Director
17.4 A notice or other communication is deemed to have been received:
17.4.1 if delivered personally, on signature of a delivery receipt or at the time the notice is left at the proper address;
17.4.2 if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second working day after posting; or
17.4.3 if sent by email, at 9.00 am the next working day after transmission.
17.5 In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.-`
17.6 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
18.1 Assignment and Transfer.
18.1.1 We may assign or transfer our rights and obligations under the Contract to another entity.
18.1.2 You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.
18.2 Variation. Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).
18.3 Waiver. If we do not insist that you perform any of your obligations under the Contract, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.
18.4 Severance. Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
18.5 Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.
18.6 Governing law and jurisdiction. This Contract is governed by English and Welsh law and each party irrevocably agrees to submit all disputes arising out of or in connection with this Contract to the exclusive jurisdiction of the Welsh courts.