- 14.10. If any provision of these conditions (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of these conditions shall not be affected.
- 14.11. Nofailure,delayoromissionbytheSupplierinexercisinganyright, power or remedy provided by law or under these terms shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right or remedy. No single or partial exercise of any right, power or remedy provided by law or under this agreement shall prevent any future exercise of it or the exercise of any other right, power or remedy.
- 14.12. If there is a conflict between the terms contained in the Conditions and the terms of the Order, schedules, appendices or annexes to the Contract, the terms of the Conditions shall prevail to the extent of the conflict.
- 14.13. ApersonwhoisnotapartytotheContractshallnothaveanyrights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Contract.
- 14.14. The Contract and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non- contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales and the parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, the Contract, its subject matter or formation (including non-contractual disputes or claims).
15. Definitions and interpretation
15.1. In these Conditions the following definitions apply: Applicable Law means all applicable laws, legislation, statutory instruments, regulations and governmental guidance having binding force; Business Day means a day other than a Saturday, Sunday or bank or public holiday when banks generally are open for non- automated business in England; Conditions means the Supplier’s terms and conditions of sale set out in this document; Confidential Information means any commercial, financial or technical information, information relating to the Goods, plans, know-how or trade secrets which is obviously confidential in nature or has been identified as confidential, or which is developed by a party in performing its obligations under, or otherwise pursuant to the Contract; Contract means the agreement between the Supplier and the Dealer for the sale and purchase of the Goods incorporating these Conditions and the Order, and including all its schedules, attachments, annexures and statements of work but excluding all marketing and other promotional material; Control means the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the management of the company; Dealer means the named party in the Order which has agreed to purchase the Goods from the Supplier and whose details are set out in the Order; Force Majeure means an event or sequence of events beyond a party’s reasonable control preventing or delaying it from performing its obligations under the Contract (which includes but shall not be limited to) an act of God, fire, flood, lightning, earthquake or other natural disaster, epidemic, and/or pandemic; Goods means the goods and other physical material set out in the Order and to be supplied by the Supplier to the Dealer in accordance with the Contract; Insolvency Event means any of the following events whereby the Dealer: (a) stops carrying on all or a significant part of its business, or indicates in any way that it intends to do so; (b) is unable to pay its debts either within the meaning of section 123 of the Insolvency Act 1986 or if the Supplier reasonably believes that to be the case; (c) becomes the subject of a company voluntary arrangement under the Insolvency Act 1986; (d) becomes subject to a moratorium under Part A1 of the Insolvency Act 1986; (e) becomes subject to a restructuring plan under Part 26A of the Companies Act 2006; (f) becomes subject to a scheme of arrangement under Part 26 of the Companies Act 2006; (g) has a receiver, manager, administrator or administrative receiver appointed over all or any part of its undertaking, assets or income; (h) has a resolution passed for its winding up; (i) has a petition presented to any court for its winding up or an application is made for an administration order, or any winding-up or administration order is made against it; (j) is subject to any procedure for the taking control of its goods that is not withdrawn or discharged within
seven days of that procedure being commenced; (k) has a freezing order made against it; (l) is subject to any recovery or attempted recovery of items supplied to it by a supplier retaining title to those items; or (m) is subject to any events or circumstances analogous to those in limbs (a)) to (l)) in any jurisdiction. Location means the address or addresses for delivery of the Goods as set out in the Order; LTW Account means a Dealer who supports the Oceanic and Hollis brands life time warranty service kits programme; Minimum Turnover Thresholds means the minimum turnover threshold as set out in the Application Form; Order means an order placed by the Dealer for the supply of Goods by the Supplier in the form or manner prescribed by the Seller; Price has the meaning given in clause 4.1; Published Price List means the price of the Goods (as amended from time) and produced by the Supplier following a request from the Dealer; Required Standard means the standard to be reasonably expected of a competent and customer-focussed business in the retail industry; Specification means the description, any samples,, instructions, manuals, literature, technical details or other related materials relating to and/or provided for the Goods (and their packaging) set out or referred to in the Contract; Supplier means Liquid Sports GmbH, trading as “Liquid Sports” a company registered in the Federal Republic of Germany under company number: Handelsregister: 12276 Kiel/Amtsgericht Kiel and whose registered office is at Koppelberg 4-6, 24159 Kiel, Germany; Trade Account means an account held by a Dealer under which the Dealer agrees to purchase more than 3,000 GBP per annum of Goods from the Supplier; VAT means value added tax under the Value Added Taxes Act 1994 or any other similar sale or fiscal tax applying to the sale of the Goods; and Warranty Period has the meaning given in clause 8.1.
15.2. In these Conditions, unless the context requires otherwise: (a) a reference to: (i) the ‘Contract’ includes these Conditions, the Order, and their respective schedules, appendices and annexes (if any); (ii) a party includes that party’s personal representatives, successors and permitted assigns; (iii) ‘writing’ or ‘written’ includes any method of reproducing words in a legible and non-transitory form (including email); (iv) ‘legislation’ is a reference to that legislation as amended, extended, re-enacted or consolidated from time to time and includes all subordinate legislation made from time to time under that legislation; and the ‘parties’ means the Supplier and the Dealer together and a ‘party’ means either of them; (b) any: (i) clause, schedule or other headings in these Conditions is included for convenience only and shall have no effect on the interpretation of the Conditions; and (ii) words that follow ‘include’, ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words; and (iii) words in the singular include the plural and vice versa.