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FB Chain Limited Terms and Conditions of Sale of Goods and Services
Your attention is particularly drawn to clause 12 which limits FB’s liability.
1.1 In these Conditions the following definitions apply:
|Agreement||each contract between FB and the Customer for the sale and purchase of the Products and/or Services in accordance with these Conditions;|
|Business Day||a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business;|
|Conditions||the terms and conditions set out in this document;|
|Customer||the person or firm who buys the Products and/or Services from FB in accordance with these Conditions;|
|Deliverables||the deliverables set out in the Order produced by FB for the Customer;|
|FB||FB Chain Limited, registered in England and Wales with company number 01958761;|
|Force Majeure Event||has the meaning given in clause 14;|
|INCOTERMS||the international rules for the interpretation of trade terms of the International Chamber of Commerce as in force at the date when the Agreement is made;|
|Order||the Customer's order for the Products and/or Services, as set out in the Customer's purchase order form, the Customer's written acceptance of FB’s quotation, or overleaf, as the case may be;|
|Products||the goods (or any part of them) set out in the Order;|
|Services||the services, including the Deliverables, supplied by FB to the Customer as set out in the Specification; and|
|Specification||any specification for the Products and/or Services, including any related plans and drawings, that is agreed in writing by the Customer and FB.|
1.2 A “person” includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.3 A reference to a party includes its personal representatives, successors or permitted assigns.
1.4 A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
1.5 Any phrase introduced by the terms “including”, “include”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
1.6 A reference to “writing” or “written” includes faxes and e-mails.
2.1 These Conditions apply to the Agreement to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.2 No officer, employee or agent of FB has authority to contract on any conditions other than these Conditions nor to amend, vary or waive these Conditions or to make any binding representation or warranty in respect of the Products otherwise than in writing signed by a director of FB.
2.3 The Order constitutes an offer by the Customer to purchase the Products and/or Services in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable Specification are complete and accurate.
2.4 Orders shall only be deemed accepted when FB issues a written acceptance or fulfils the Order, at which point the Agreement shall come into existence.
2.5 The Agreement constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of FB which is not set out in the Agreement.
2.6 Unless withdrawn earlier or expressly stated otherwise in the quotation, quotations given by FB are only valid for the period of 14 Business Days from its date of issue.
3. Description of Products
Except as otherwise stated in these Conditions, all drawings, designs, illustrations, descriptive matters, samples, specifications, catalogues, brochures, photographs, technical literature and advertising matter are published or issued for the sole purpose of giving an approximate idea of the Products described in them. They shall not form part of the Agreement or have any contractual force. FB will not be liable for any inaccuracies or omissions in them, which FB may correct from time to time.
4. The Products and supply of the Services
4.1 The Products are described in FB's catalogue as modified by any applicable Specification.
4.2 FB shall supply the Services to the Customer in accordance with the Specification in all material respects.
4.3 To the extent that the Products are to be manufactured in accordance with a Specification supplied by the Customer, the Customer shall indemnify FB against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by FB in connection with any claim made against FB for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with FB’s use of the Specification. This clause 4.3 shall survive termination of the Agreement.
4.4 FB reserves the right to amend the specification of the Products, or make changes to the Services, if required by any applicable statutory or regulatory requirements or which do not materially affect the nature, quality or performance of the Products and/or Services, and FB shall notify the Customer in any such event.
4.5 FB warrants to the Customer that the Services will be provided using reasonable care and skill.
5. Customer Default
If FB's performance of any of its obligations under the Agreement is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation ("Customer Default"):
5.1 FB shall without limiting its other rights or remedies have the right to suspend supply of the Products and/or performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays FB's performance of any of its obligations;
5.2 FB shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from FB's failure or delay to perform any of its obligations as set out in this clause 5; and
5.3 the Customer shall reimburse FB on written demand for any costs or losses sustained or incurred by FB arising directly or indirectly from the Customer Default.
6. Use of the Products
6.1 Subject as provided in these Conditions, if under any applicable law or other government regulation of the UK or any other country to which Products are delivered, a competent authority declares that the Products are unsafe or a risk to health in any respect, the Customer will notify FB immediately and FB will, at the Customer’s expense, make such modification to the Products or supply such additional or replacement parts for the Products as such authority considers necessary to ensure that the Products comply with any necessary requirements.
6.2 The Customer will ensure that the Products will be safe and without risk to health when properly used and in particular (without prejudice to the foregoing) the Customer will ensure that the Products are used in accordance with any instructions which FB may supply in writing from time to time. The Customer will indemnify FB against all and any third party claims, demands, damages, penalties, costs or expenses of any nature whatsoever which FB incurs or suffers as a result of the Customer’s non-compliance with such instructions.
7. Price and Payment
7.1 Sales shall take place at the prices set out in the Order , or, if no price is quoted, the price set out in FB's published price list in force as at the date of delivery. Where the Products are supplied for export from the United Kingdom, FB’s published export price list shall apply.
7.2 FB may, by giving notice to the Customer at any time up to seven Business Days before delivery, increase the price of the Products and/or Services to reflect any increase in the cost of the Products and/or Services that is due to:
7.2.1 any factor beyond FB's control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
7.2.2 any request by the Customer to change the delivery date(s), quantities or types of Products or Services ordered, or the Specification; or
7.2.3 any delay caused by any instructions of the Customer or failure of the Customer to give FB adequate or accurate information or instructions
7.3 Unless otherwise agreed in writing by FB, all prices quoted are exclusive of any taxes and charges including packaging, insurance and carriage which shall be invoiced to the Customer in addition.
7.4 The price of the Products and/or Services is exclusive of amounts in respect of value added tax (“VAT”). The Customer shall, on receipt of a valid VAT invoice from FB, pay to FB such additional amounts in respect of VAT as are chargeable on the supply of the Products and/or Services.
7.5 FB may invoice the Customer for the Products on or at any time after the completion of delivery.
7.6 Unless otherwise agreed by FB in writing, the Customer shall pay the invoice in full and in cleared funds by the end of the month following the month the invoice was dated. Payment shall be made to the bank account nominated in writing by FB. Time for payment is of the essence.
7.7 The Customer will not be entitled to any deductions, discounts or rebates for prompt or early payment. The Customer shall pay all amounts due under the Agreement in full without any deduction or withholding except as required by law and the Customer shall not be entitled to assert any credit, set-off or counterclaim against FB in order to justify withholding payment of any such amount in whole or in part. FB may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by FB to the Customer.
7.8 If the Customer fails to make any payment due to FB under the Agreement by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 4% per annum above Svenska Handelsbanken AB (publ)'s base rate from time to time. Such 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. The Customer shall pay the interest together with the overdue amount.
7.9 If the Customer fails to make any payment when it is due, without prejudice to any other remedy it may have, FB may:
7.9.1 suspend work on, and withhold delivery of Products and/or Services under any Agreement at that time until payment in full is made; and
7.9.2 if payment remains outstanding for more than seven Business Days, cancel any such Agreement by written notice to the Customer, in which case it may either deliver any Products purchased or manufactured pursuant to the Agreement in the state in which they then are, whether finished or not, and the Customer will pay for them at a fair proportion of the purchase price (as indicated by FB), having regard to the work done on them and the materials they contain, or sell them for its own account and pass good title to them to a new customer.
8. Delivery of Products
8.1 Unless otherwise agreed by FB in writing, delivery of the Products will take place at FB’s premises on an ex-works basis at any time after FB notifies the Customer that the Products are ready.
8.2 Where, by written agreement, delivery of the Products is to take place at the Customer’s premises and is to be effected by a carrier, FB or its agent, the Customer will be responsible for the delivery charges.
8.3 Delivery of the Products shall be completed on the Products’ arrival at FB’s premises or on completion of loading of the Products at FB’s premises where delivery is to the Customer’s premises.
8.4 Unless otherwise expressly agreed in writing, times or dates quoted by FB for despatch of Products and/or delivery of the Services are given in good faith but are approximate only and time of delivery is not of the essence of the Agreement. Every endeavour will be made to adhere to such times or dates but FB does not give any other undertaking in that regard and FB will not be liable to the Customer for any delay that is caused by a Force Majeure Event or the Customer’s failure to provide FB with adequate delivery instructions or other instructions that are relevant to the supply of the Products and/or Services.
8.5 If FB fails to deliver the Products, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Products. FB shall have no liability for any failure to deliver the Products to the extent that such failure is caused by a Force Majeure Event or the Customer's failure to provide FB with adequate delivery instructions or any other instructions that are relevant to the supply of the Products.
8.6 Where delivery is to take place within a specific period of time, such time shall be calculated commencing on the date of execution of the Agreement. Calculation of the period shall not commence before FB has received payment, where such is to be paid prior to the commencement of manufacture or supply, necessary notices regarding licences and permits or necessary technical data and instructions.
8.8 If for any reason the Customer fails to take or accept delivery of the Products within three Business Days of FB notifying the Customer that the Products are ready, then, except where such failure or delay is caused by a Force Majeure Event or FB’s failure to comply with its obligations under the Agreement:
8.8.1 delivery of the Products shall be deemed to have been completed at 9.00 am on the third Business Day after the day on which FB notified the Customer that the Products were ready; and
8.8.2 FB shall store the Products until delivery takes place and charge the Customer for all related costs and expenses (including insurance).
8.9 If 14 Business Days after the day on which FB notified the Customer that the Products were ready for delivery the Customer has not taken or accepted delivery of them, FB may resell or otherwise dispose of part or all of the Products and, where the Customer has already paid for the Products, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Products or charge the Customer for any shortfall below the price of the Products.
8.10 FB may deliver the Products by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate Agreement. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
8.11 The Customer shall not be entitled to reject the Products if FB delivers up to and including 5% more or less than the quantity of Products ordered, but a pro rata adjustment shall be made to the Order invoice on receipt of notice from the Customer that the wrong quantity of Products was delivered.
8.12 The Customer will at its own cost, unless otherwise agreed in writing, supply all machinery, equipment and labour, lay on all services and make all other preparations as are necessary for the off-loading, commissioning and/or testing, installation and proper working delivery and /or supply of the Products at the Customer’s premises.
9. Export terms
9.1 Unless the context otherwise requires, any term or expression which is defined in or given a particular meaning by the provisions of INCOTERMS shall have the same meaning in these Conditions, but if there is any conflict between the provisions of INCOTERMS and these Conditions, the latter shall prevail.
9.2 Where the Products are supplied for export from the United Kingdom, the provisions of this clause 9 shall (subject to any special terms agreed in writing between FB and the Customer) apply notwithstanding any other provision of these Conditions.
9.3 The Customer shall be responsible for complying with any legislation or regulations governing the importation of the Products into the country of destination and for the payment of any duties on them.
9.4 Unless otherwise agreed in writing between FB and the Customer, the Products shall be ex works and FB shall be under no obligation to give notice under section 32(3) of the Sale of Goods Act 1979.
9.5 The Customer shall be responsible for arranging for testing and inspection of the Products at FB's premises before shipment. FB shall have no liability for any claim in respect of any defect in the Products which would be apparent on inspection and which is made after shipment, or in respect of any damage during transit.
9.6 Unless otherwise agreed, payment for the Products for export shall be made upon FB’s written acceptance of the Order.
9.7 The Customer undertakes not to offer the Products for resale in any country notified by FB to the Customer or in respect of a country which the Customer knows or ought to have known the sale is restricted by the manufacturers or the government of such country at or before the time the Order is placed, or to sell the Products to any person if the Customer knows or has reason to believe that that person intends to resell the Products in any such country.
10. Title and Risk
10.1 The risk in the Products shall pass to the Customer on completion of delivery.
10.2 Title to the Products will not pass to the Customer until FB has received payment in full in cash or cleared funds for:
10.2.1 the Products; and
10.2.2 any other Products and/or Services that FB has supplied to the Customer.
10.3 Until the title to the Products has passed to the Customer in accordance with Condition 10.2, the Customer shall:
10.3.1 hold the Products in a fiduciary capacity as bailee;
10.3.2 store the Products separately from all other goods held by the Customer so that they remain readily identifiable as FB’s property;
10.3.3 not remove, destroy, deface or obscure any identifying mark or packaging on or relating to the Products; and
10.3.4 maintain the Products in satisfactory condition and keep them insured for their full price against all risks from the date of delivery;
10.3.5 notify FB immediately if it becomes subject to any of the events listed in clause 13; and
10.3.6 give FB such information relating to the Products as FB may require from time to time,
but the Customer may resell or use the Products in the ordinary course of its business.
10.4 At any time before the property in the Products passes to the Customer in accordance with these Conditions, FB may, by notice in writing to the Customer, determine the Customer’s right to use or sell the Products without prejudice to any of its other rights and the Customer will thereupon at its own cost return the Products to FB and will cease to be in possession of the Products with the consent of FB. At any time after the giving of such a notice, FB may enter upon any premises where the Products are or are reasonably believed to be and may remove the Products.
10.5 If before title to the Products passes to the Customer the Customer becomes subject to any of the events listed in clause 13, or FB reasonably believes that any such event is about to happen and notifies the Customer accordingly, then, provided that the Products have not been resold, or irrevocably incorporated into another product, and without limiting any other right or remedy FB may have, FB may at any time require the Customer to deliver up the Products and, if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Products are stored in order to recover them.
11.1 FB warrants that on delivery and, unless otherwise agreed by FB in writing, for 12 months from the date of delivery, the Products shall:
11.1.1 conform in all material respects with their description and any applicable Specification; and
11.1.2 be free from material defects in design, material and workmanship.
11.2 Subject to clause 11.3, if:
11.2.1 the Customer gives notice in writing to FB during the warranty period within a reasonable time of discovery that some or all of the Products do not comply with the warranty set out in Condition 11.1;
11.2.2 FB is given a reasonable opportunity of examining such Products; and
11.2.3 the Customer (if asked to do so by FB) returns such Products to FB's place of business at the Customer’s cost,
FB shall, at its option, repair or replace the defective Products or refund the cost of the defective Products in full.
11.3 FB shall not be liable for Products’ failure to comply with the warranty set out in clause 11.1 in any of the following events:
11.3.1 the Customer makes any further use of the Products after giving notice in accordance with clause 11.2;
11.3.2 the defect arises because the Customer failed to follow FB’s oral or written instructions as to installation, use, storage, commissioning and maintenance of the Products or (if there are none) good trade practice regarding the same
11.3.3 the defect arises as a result of FB following any drawing, design or Specification supplied by the Customer;
11.3.4 the Products have been altered or repaired by any person other than FB or those authorised by FB;
11.3.5 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
11.3.6 the Products differ from their description or the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
11.4 Except as provided in this clause 11, FB shall have no liability to the Customer in respect of the Products’ failure to comply with the warranty set out in clause 11.1.
11.5 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Agreement.
11.6 These Conditions shall apply to any repaired or replacement Products supplied by FB.
11.7 FB shall have no liability to the Customer for any loss, damage, costs, expenses or other claims for compensation arising from any documents, materials, data and information provided by the Customer or instructions supplied by the Customer which are incomplete, inaccurate, illegible, out of sequence or in the wrong form, or arising from their later arrival or non-arrival, or any other fault of the Customer.
12. Limitation of liability
12.1 Nothing in these Conditions shall limit or exclude FB's liability for:
12.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
12.1.2 fraud or fraudulent misrepresentation;
12.1.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979;
12.1.4 defective products under the Consumer Protection Act 1987; or
12.1.5 any matter in respect of which it would be unlawful for FB to exclude or restrict liability
12.2 Subject to clause 12.1:
12.2.1 FB shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit or any indirect or consequential loss including loss of business, loss of production or loss of goodwill arising under or in connection with the Agreement; and
12.2.2 FB's total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed an amount equal to twice the price of the Products and/or Services.
12.3 Save as otherwise provided in these Conditions and to the extent permitted by law all other conditions and warranties are hereby expressly excluded.
12.4 FB accepts no responsibility for any drawing, design or specification prepared by the Customer and FB gives no warranty, guarantee, representation or opinion on the practicability of construction or of the efficacy, safety or otherwise of materials to be supplied or work to be executed by FB in accordance therewith and the Customer will be responsible for the cost of any additional work caused by defects in any such drawings, designs or specifications.
12.5 Where the Customer requests that the Products are to be supplied with an electrolytic plating finish according to the Customer’s specification FB shall have no liability to the Customer in respect of damage caused to the Products by hydrogen embrittlement. FB will only warrant a Product against hydrogen embrittlement if any electrolytic plating requirement and process is approved by FB and recorded in writing in the Agreement.
12.6 Where the Agreement is with a Customer acting as a consumer, such Customer's legal rights in connection with the Products and/or Services will not be adversely affected by the provisions of these Conditions. Advice about such legal rights is available from your local Citizens' Advice Bureau or Trading Standards office.
12.7 This clause 12 shall survive the termination of the Agreement.
13. Customer’s Insolvency or Incapacity
13.1 If the Customer becomes subject to any of the events listed in clause 13.2, or FB reasonably believes that the Customer is about to become subject to any of them and notifies the Customer accordingly, then, without limiting any other right or remedy available to FB, FB may cancel or suspend all further deliveries under the Agreement or under any other contract between the Customer and FB without incurring any liability to the Customer, and all outstanding sums in respect of Products and/or Services delivered to the Customer shall become immediately due.
13.2 For the purposes of clause 13.1, the relevant events are:
13.2.1 the Customer suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due or admits inability to pay its debts, or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986, or (being a partnership) has any partner to whom any of the foregoing apply;
13.2.2 the Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where the Customer is a company) where these events take place for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer;
13.2.3 (being a company) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Customer, other than for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer;
13.2.4 (being an individual) the Customer is the subject of a bankruptcy petition or order;
13.2.5 a creditor or encumbrancer of the Customer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
13.2.6 (being a company) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Customer;
13.2.7 (being a company) a floating charge holder over the Customer's assets has become entitled to appoint or has appointed an administrative receiver;
13.2.8 a person becomes entitled to appoint a receiver over the Customer's assets or a receiver is appointed over the Customer's assets;
13.2.9 any event occurs, or proceeding is taken, with respect to the Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 13.2.1 to clause 13.2.8 (inclusive);
13.2.10 the Customer suspends, threatens to suspends, ceases or threatens to cease to carry on all or substantially the whole of its business;
13.2.11 the Customer's financial position deteriorates to such an extent that in FB's opinion the Customer's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; and
13.2.12 (being an individual) the Customer dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation.
13.3 Termination of the Agreement, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination. Clauses which expressly or by implication survive termination of the Agreement shall continue in full force and effect.
14. Force Majeure
Neither party shall be liable for any failure or delay in performing its obligations under the Agreement to the extent that such failure or delay is caused by a Force Majeure Event. A "Force Majeure Event" means any event beyond a party's reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party's), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors.
15. Intellectual Property
15.1 Sole title to any and all intellectual property rights related to the Products and arising out of or in connection with the Services shall remain vested in FB. The Customer will not use the Products or any specifications, designs or drawings or any other information supplied by FB for the purpose of designing or manufacturing identical Products without FB's prior written consent. All patent, registered design, copyright and other industrial property rights, drawings, design notes in or in connection with the Products which FB may have remain the property of FB.
15.2 The Customer acknowledges that, in respect of any third party intellectual property rights, the Customer's use of any such intellectual property rights is conditional on FB obtaining a written licence from the relevant licensor on such terms as will entitle FB to license such rights to the Customer.
15.3 The Customer indemnifies FB against all charges damages, penalties, costs and/or expenses to which FB may become liable as a result of Products provided or supplied in accordance with the Customer’s instructions which involves the infringement of any letters patent, trade marks, copyright or registered design or other rights of any third party.
Where the Customer requires FB to carry out tests on the Products, FB may charge the Customer at a reasonable rate for work done and materials used in testing together with the cost of travelling to premises other than FB's own premises and any other associated expenses.
17. Third Party Rights
A person who is not party to the Agreement shall not have any rights under or in connection with it.
18.1 In the event that any, or any part of, any provision contained in these Conditions is determined by any court or competent authority to be invalid, unlawful or unenforceable to any extent then such provision (or part provision) will, to the extent required, be deemed deleted and the remaining terms, conditions and provisions will continue to be valid and enforceable to the fullest extent permitted by law.
18.2 If any invalid, unenforceable or illegal provision of the Agreement would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable,
19. Assignment and subcontracting
19.1 FB may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Agreement.
19.2 The Customer may not assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Agreement without FB’s prior written consent.
20.1 Any notice or other communication given to a party under or in connection with the Agreement shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post, recorded delivery, commercial courier, fax or e-mail.
20.2 A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 20.1; if sent by pre-paid first class post or recorded delivery, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by fax or e-mail, one Business Day after transmission.
20.3 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
A waiver of any right or remedy under the Agreement is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
Nothing in the Agreement is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.
23. Governing Law and jurisdiction
23.1 The Agreement and any dispute arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law.
23.2 The parties irrevocably agree for FB’s sole benefit that the English courts shall have exclusive jurisdiction over any dispute or claim arising out of or in connection with the Agreement or its subject matter or formation (including non-contractual claims). Nothing in these Conditions shall limit FB’s right to take proceedings against the Customer in any court of competent jurisdiction, nor shall the taking of proceedings in one or more jurisdiction by FB preclude the taking of proceedings by FB in any other jurisdiction, whether concurrently or not to the extent permitted by the law of such other jurisdiction.