Invoice T&Cs

 

terms & conditions of sale

 

 

 

 

1.               DEFINITIONS

 

Approved Marketing Materials: means any promotional/marketing aids, fixtures and/or advertising materials produced by, for or on behalf of the Customer that have been approved in writing by Castore.

Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Business Hours: the period from 9.00 am to 5.00 pm on any Business Day.

Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 16.4.

Compliance Standards: has the meaning given in clause 15.1.

Contract: the contract between Castore and the Customer for the sale and purchase of the Goods in accordance with these Conditions.

Customer: the person or firm who purchases the Goods from Castore.

Delivery Location: has the meaning given in clause 4.2.

Digital Marketing Materials: means any promotional content that exists in the form of digital data including content digitally broadcast, streamed, contained in computer files or accessed via an online platform or database provided by Castore to the Customer from time to time.

European Territory: means (i) the members of the European Economic Area; (ii) the United Kingdom of Great Britain and Northern Ireland and (iii) Switzerland.

Force Majeure Event: an event, circumstance or cause beyond a party's reasonable control (including without limitation any abnormally inclement weather, flood, lightning, storm, fire, explosion, earthquake, subsidence, structural damage, pandemic, epidemic (or legal, governmental or regulatory response or future changes of response to such event) or other natural physical disaster, transport disruption, failure or shortage of power supplies, war, military operations, riot, strike, lock-outs or other industrial action, terrorist action, civil commotion and any legislation, regulation, ruling or omission (including failure to grant any necessary permission) of any relevant government, court, competent national authority or governing body).

Goods: the goods (or any part of them) as set out in the Order.

Marketing Materials: means any Approved Marketing Materials, Digital Marketing Materials and/or Physical Marketing Materials.

Order: the Customer's order for the Goods, as set out in the Customer's purchase order form, the Customer's written acceptance of Castore's quotation, as the case may be.

Physical Marketing Materials: means tangible promotional aids, equipment, fixtures and fittings provided by Castore to the Customer from time to time.

Castore: J. Carter Sporting Club Limited (trading as Castore), a company incorporated in England and Wales (company registration number 09670915) and having its registered office at 1 Central Street, Manchester, M2 5WR, United Kingdom.

Specification: any specification for the Goods, including any related plans and drawings, that is agreed in writing by the Customer and Castore.

2.             BASIS OF CONTRACT

2.1              These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

2.2             The Order constitutes an offer by the Customer to purchase the Goods from Castore 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.

2.3             The Order shall only be deemed to be accepted when Castore issues a written acceptance of the Order, at which point the Contract shall come into existence.

2.4             Any samples, drawings or advertising produced by Castore and any descriptions or illustrations contained in Castore's catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force and the Contract shall not constitute a sale by description or sample.

2.5             A quotation for the Goods given by Castore shall not constitute an offer. A quotation shall only be valid for a period of 30 days from its date of issue.

3.             GOODS

3.1              The Goods are described in Castore's catalogue (as modified by any applicable Specification).

3.2             The Customer shall indemnify Castore 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 reasonable professional costs and expenses) suffered or incurred by Castore in connection with any claim made against Castore for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with Castore's use of any Specification. This clause 3.2 shall survive termination of the Contract.

3.3             Castore reserves the right to amend the Specification if required by any applicable statutory or regulatory requirement, and Castore shall notify the Customer in any such event.

4.             DELIVERY

4.1              Castore shall ensure that:

(a)         each delivery of the Goods is accompanied by a delivery note that shows the date of the Order, all relevant Customer and Supplier reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and

(b)         if Castore requires the Customer to return any packaging materials to Castore, that fact is clearly stated on the delivery note. The Customer shall make any such packaging materials available for collection at such times as Castore shall reasonably request. Returns of packaging materials shall be at Castore's expense.

4.2             Castore shall deliver the Goods to the location set out in the Order or such other location as the parties may agree ( Delivery Location ) at any time after Castore notifies the Customer that the Goods are ready.

4.3             The Customer shall be responsible for obtaining and maintaining at its expense any necessary import or export licences, customs clearance, exchange control consent or other authorisations and permits whatsoever required in connection with the delivery, and its receipt, of the Goods.

4.4             Delivery is completed on the completion of the unloading of the Goods at the Delivery Location.

4.5             Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. Castore shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer's failure to accept delivery or provide Castore with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

4.6             If Castore fails to deliver the Goods, 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 Goods. Castore shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer's failure to accept delivery or provide Castore with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

4.7              If the Customer fails to accept delivery of the Goods within 5 Business Days of Castore notifying the Customer that the Goods are ready for delivery, then, except where such failure or delay is caused by a Force Majeure Event or Castore's failure to comply with its obligations under the Contract in respect of the Goods:

(a)         delivery of the Goods shall be deemed to have been completed at 17:00pm on the 5th Business Day after the day on which Castore notified the Customer that the Goods were ready for delivery; and

(b)         Castore shall store the Goods until actual delivery takes place, and charge the Customer for all related costs and expenses (including insurance).

4.8             If 10 Business Days after the day on which Castore notified the Customer that the Goods were ready for delivery the Customer has not accepted actual delivery of them, Castore may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods.

4.9             If Castore delivers up to and including 10% more or less than the quantity of Goods ordered the Customer may not reject them, but on receipt of notice from the Customer that the wrong quantity of Goods was delivered, Castore shall make a pro rata adjustment to the invoice for the Goods.

4.10           Castore may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.

5.             QUALITY

5.1              Castore warrants that on delivery, the Goods shall:

(a)         conform in all material respects with their description and any applicable Specification; and

(b)         be free from material defects in design, material and workmanship.

5.2             Subject to clause 5.3, if:

(a)         the Customer gives notice in writing to Castore within fourteen (14) days of delivery that some or all of the Goods do not comply with the warranty set out in clause 5.1;

(b)         Castore is given a reasonable opportunity of examining such Goods; and

(c)          the Customer (if asked to do so by Castore) returns such Goods to Castore's place of business at the Customer's cost,

Castore shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.

5.3             Castore shall not be liable for the Goods' failure to comply with the warranty set out in clause 5.1 if:

(a)         the Customer makes any further use of such Goods after giving notice in accordance with clause 5.2;

(b)         the defect arises because the Customer failed to follow Castore's oral or written instructions as to the storage, commissioning, installation, use and/or maintenance of the Goods or (if there are none) good trade practice regarding the same;

(c)          the defect arises as a result of Castore following any drawing, design or specification supplied by the Customer;

(d)         the Customer alters or repairs such Goods without the written consent of Castore;

(e)          the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; and/or

(f)           the Goods differ from their description or, if applicable, the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

5.4             Except as provided in this clause 5, Castore shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 5.1.

5.5             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.

5.6             These Conditions shall apply to any repaired or replacement Goods supplied by Castore.

5.7              If the Customer becomes aware of or is the subject of a request, court order or other directive of a governmental or regulatory authority to withdraw any Goods from the market ( Recall Notice ) it must immediately notify Castore in writing and provide Castore with a copy of the Recall Notice.

5.8             Unless required by law, the Customer may only undertake a recall or withdrawal of the Goods from the market with the prior written permission of Castore.

5.9             Castore may issue a notice to recall or withdraw the Goods from the market ( Voluntary Recall Notice ) if:

(a)         the supply or use of the Goods infringes, or may infringe, a third party's intellectual property rights;

(b)         the Goods are, or may be, unsafe;

(c)          the Goods are, may be, or may become illegal or non-compliant with any law, regulation or government agency or industry standard;

(d)         a defect in the Goods may cause harm to Castore's reputation or brand; or

(e)          if there is any other reasonable ground for such recall or withdrawal.

5.10           The Customer must:

(a)         comply with any Recall Notice or Voluntary Recall Notice; and

(b)         give such assistance as Castore reasonably requires to recall or withdraw the Goods from the market, and comply with Castore's instructions about the process of implementing that recall or withdrawal.

6.             TITLE AND RISK

6.1              The risk in the Goods shall pass to the Customer on completion of delivery.

6.2             Subject to clause 6.4, title to the Goods shall not pass to the Customer until Castore receives payment in full (in cash or cleared funds) for the Goods and any other goods that Castore has supplied to the Customer.

6.3             Until title to the Goods has passed to the Customer, the Customer shall:

(a)         store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as Castore's property;

(b)         not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;

(c)          maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;

(d)         notify Castore immediately if it becomes subject to any of the events listed in clause 13.2(b) to clause 13.2(d); and

(e)          give Castore such information as Castore may reasonably require from time to time relating to:

(i)           the Goods; and

(ii)          the ongoing financial position of the Customer.

6.4             Subject to clause 6.5, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before Castore receives payment for the Goods. However, if the Customer resells the Goods before that time, title to the Goods shall pass from Castore to the Customer immediately before the time at which resale by the Customer occurs.

6.5             At any time before title to the Goods passes to the Customer, Castore may:

(a)         by notice in writing, terminate the Customer's right under clause 6.4 to resell the Goods or use them in the ordinary course of its business; and

(b)         require the Customer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product and if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.

7.              PRICE

7.1               The price of the Goods shall be the price set out in the Order, or, if no price is quoted, the price set out in Castore's current price list in force as at the date of the Order.

7.2              Castore may, by giving notice to the Customer by giving 30 days prior notice, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:

(a)         any factor beyond Castore's control (including but not limited to foreign exchange fluctuations, increases in taxes and duties, increases in supply chain costs and increases in labour, materials and other manufacturing costs);

(b)         any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification (where applicable); or

(c)          any delay caused by any instructions of the Customer or failure of the Customer to give Castore adequate or accurate information or instructions.

7.3              The price of the Goods:

(a)         excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to Castore at the prevailing rate, subject to the receipt of a valid VAT invoice; and

(b)         excludes the costs and charges of packaging, insurance and transport of the Goods (including any customs duties and other applicable taxes), which shall be invoiced to the Customer.

7.4              Castore may publish suggested or recommended retail prices for the Goods. The Customer is, however, entirely free to resell at whatever price it considers appropriate.

8.             PAYMENT TERMS

8.1              Castore may invoice the Customer for the Goods on or at any time after the completion of delivery.

8.2             Subject to clause 8.3, the Customer shall pay each invoice submitted by Castore:

(a)         in accordance with any credit terms Castore confirmed in writing to the Customer or, if no such credit terms are agreed, within 30 days of the date of the invoice; and

(b)         in full and in cleared funds to a bank account nominated in writing by Castore.

8.3             It is acknowledged and agreed that Castore may from time to time conduct credit assessments on the Customer and may, acting in its sole discretion and on written notice to the Customer, alter the Customer's terms of payment following each such credit assessment. Such terms shall be subject to regular review and may be amended at any time at the sole discretion by notice in writing to the Customer.

8.4             Time for payment shall be of the essence of the Contract.

8.5             If the Customer fails to make a payment due to Castore under the Contract by the due date, then, without limiting Castore's remedies under clause 13, the Customer shall pay interest on the overdue sum from the due date until the date of payment of the overdue sum, whether before or after judgment. Interest under this clause 8.5 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

8.6             All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

8.7              It is the responsibility of the Customer to ensure all invoices received under the Contract are accurate and the Customer must notify Castore of any inaccuracies in any invoice within five (5) days of the date of such invoice if it wishes to dispute any invoice.

9.             ORDERS AND CANCELLATION

9.1              The Customer agrees that Castore shall be entitled to accept part only of any Order submitted to it by the Customer.

9.2             Castore reserves the right to impose minimum order requirements (including, but not limited to, by unit quantity or by value) or standard carton quantities in respect of the Goods which will be communicated to the Customer from time to time. In the case of Goods which are so specified by Castore as having a minimum order requirement or a standard carton quantity, Castore reserves the rights to: (i) impose on the Customer a surcharge, which will be communicated to the Customer from time to time for any Orders which are below such minimum order requirements or do not comply with the standard carton quantities; and/or (ii) reject any Orders which are below such minimum order requirements or do not comply with the standard order quantities.

9.3             Once an Order has been placed by the Customer and accepted by Castore, it cannot be cancelled by the Customer without the prior written consent of Castore.

10.          SPECIAL HANDLING SERVICES

10.1            Should the Customer require special handling services for the Goods, it shall promptly notify Castore of such requirement.

10.2           If Castore agrees (at Castore s absolute discretion) to provide a special handling service for the Goods, the special handling service shall be provided subject to additional terms and conditions which shall be issued by Castore to the Customer and the Customer shall be charged a fee determined by Castore depending on the Customer s individual requirements. Such fee shall be added to the price of the Goods after any applicable discounts have been calculated.

11.            ADDITIONAL CUSTOMER OBLIGATIONS

11.1             The Customer agrees to comply with Castore s retail, brand and online guidelines as notified by Castore from time to time.

11.2            Where the Customer sells the Goods through physical retail premises, the Customer undertakes at all times to:

(a)             store and display the Goods in a clean condition, in an attractive manner and by reference to the sports lifestyle category or Castore s 'concept' (such concept as communicated from time to time) to enable consumers of the Customer to compare and contrast the Goods with other appropriate products;

(b)             apply clear product descriptions to the Goods; and

(c)              ensure that the Customer s store(s) selling the Goods is/are open during normal Business Hours and is/are at all times staffed by a reasonable number of personnel who are adequately trained in order to be able to inform consumers about the Goods, their functional features, advantages and benefits.

11.3            The Customer agrees to follow Castore s instructions in respect of the Goods including, but not limited to, compliance with any pre-order requirements or guidance issued by Castore, the official retail launch dates of such Goods, use of such Goods prior to a retail launch, confidentiality requirements, and any other related embargo terms. In the event that the Customer breaches any such embargo related terms, without prejudice to any other rights or remedies Castore may have, Castore reserves the right to suspend and/or cancel any future Orders made by the Customer for any Goods.

11.4            The Customer shall not apply any logo and/or any other mark of any kind to the Goods without Castore s prior written approval. In relation to the traditional application of names and numbering to sporting club and federation licensed Goods, such approval shall not be required.

11.5            The Customer shall retain all samples of Goods provided to it by Castore.

11.6            Where Marketing Materials are provided by Castore to the Customer, the Customer shall:

(a)             follow any instructions in respect of the Marketing Materials given to it by Castore;

(b)             use the Marketing Materials exclusively to display the Goods; and

(c)              not remove, alter or cover any mark or logo of Castore, display the logo of any third party or add to or remove any material part or parts of the Marketing Materials.

11.7             All Marketing Materials shall at all times remain the property of Castore and the Customer shall upon termination of the Contract (howsoever caused) at the discretion of Castore either destroy the Marketing Materials or return them to Castore at the Customer s own cost.

11.8            Where the Customer sells Goods via a catalogue, via a third party online marketplace and/or on its own internet site, clause 11.2 shall apply as if it related to the presentation and description of the Goods and other products in the Customer s catalogue, via a third party online marketplace and/or on its own internet site, and references to suitably trained staff shall be read as references to call centre personnel or equivalent.

11.9            The Customer shall ensure that, where it intends to re-sell the Goods, any repackaging or re-labelling of the Goods:

(a)             shall not affect the original condition of the Goods;

(b)             clearly states the name of Castore and who repackaged or relabelled the Goods; and

(c)              shall not be defective or of poor quality,

and the Customer shall notify Castore prior to placing the repackaged or relabelled Goods on sale and shall on demand provide Castore with a specimen of the repackaged or relabelled Goods.

11.10          At all times during the Contract, the Customer shall not do or permit to be done anything which: (a) brings the Customer into public disrepute, contempt, scandal or ridicule; (b) offends public opinion; (c) may harm the sale of the Goods; or (d) reflects unfavourably on the reputation of Supplier or Castore s brands.

11.11           The Customer shall not ridicule, criticise, attack or otherwise denigrate: (a) Castore or its distributors or licensees and/or its financial soundness, professionalism or reputation; (b) Supplier products; nor (c) Castore brands.

11.12          Customers within the European Territory shall not sell any Goods outside the European Territory or sell any Goods within the European Territory where, to its knowledge, such Goods are intended for re-sale or distribution outside the European Territory.

11.13          In the event that a Customer within the European Territory re-sells Goods to a wholesale or retail account, the Customer shall include in their conditions of sale a provision that the Goods may not be sold outside of the European Territory and Goods shall not be sold within the European Territory where such Goods are intended for re-sale or distribution outside of the European Territory.

11.14          Customers outside of the European Territory shall not:

(a)             sell any Goods outside of the territory agreed between Castore and the Customer from time to time; and

(b)             sell any Goods within the territory agreed between Castore and the Customer from time to time where such Goods are intended for re-sale or distribution outside of that territory.

11.15          In the event that the Customer outside of the European Territory re-sells Goods to a wholesale or retail account outside of the European Territory, the Customer outside of the European Territory shall include in their conditions of sale, a provision that:

(a)             such Goods may not be sold outside of the territory agreed between Castore and the Customer; and

(b)             such Goods shall not be sold in the Customer s territory where such Goods are intended for resale or distribution outside of the Customer s territory.

12.          LIMITATION OF LIABILITY

12.1            The restrictions on liability in this clause 12 apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

12.2           Nothing in the Contract limits any liability which cannot legally be limited, including liability for:

(a)         death or personal injury caused by negligence;

(b)         fraud or fraudulent misrepresentation;

(c)          breach of the terms implied by section 12 of the Sale of Goods Act 1979; or

(d)         defective products under the Consumer Protection Act 1987.

12.3           Subject to clause 12.2, Castore's total liability to the Customer shall not exceed the price of the Goods supplied under the Contract.

12.4           Subject to clause 12.2, the following types of loss are wholly excluded:

(a)         loss of profits;

(b)         loss of sales or business;

(c)          loss of agreements or contracts;

(d)         loss of anticipated savings;

(e)          loss of use or corruption of software, data or information;

(f)           loss of or damage to goodwill; and

(g)         indirect or consequential loss.

12.5           This clause 12 shall survive termination of the Contract

13.          TERMINATION

13.1            Castore may terminate this Contract at any time (in whole or in part) with immediate effect by giving written notice to the Customer.

13.2           Without limiting its other rights or remedies, Castore may terminate this Contract (in whole or in part) with immediate effect by giving written notice to the Customer if:

(a)         the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within fourteen (14) days of that party being notified in writing to do so;

(b)         the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, 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 its 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;

(c)          the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business;

(d)         the Customer's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy; or

(e)          the Customer breaches clause 11.10, clause 11.11 and/or the Compliance Standards.

13.3           Without limiting its other rights or remedies, Castore may suspend provision of the Goods under the Contract or any other contract between the Customer and Castore if the Customer becomes subject to any of the events listed in clause 13.2(b) to clause 13.2(d), or Castore reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on or before the due date for payment.

13.4           Without limiting its other rights or remedies, Castore may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on or before the due date for payment.

13.5           On termination of the Contract for any reason the Customer shall immediately pay to Castore all of Castore's outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, Castore shall submit an invoice, which shall be payable by the Customer immediately on receipt.

13.6           Termination or expiry of the Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.

13.7            Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.

14.          FORCE MAJEURE

14.1            Neither party shall be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations (other than any obligation to make payment) to the extent that such delay or failure is caused or contributed to by a Force Majeure Event and in such circumstances the time for performance of such obligations shall be extended accordingly.

14.2           If the period of delay or non-performance continues for three (3) months, the party not affected by the Force Majeure Event may terminate the Contract by giving thirty (30) days' written notice to the affected party.

15.          COMPLIANCE

15.1            The Customer shall comply (and shall ensure that its owners, directors, staff and subcontractors comply) with all applicable laws relating to:

(a)         anti-bribery and anti-corruption, including but not limited to the Bribery Act 2010 (BA 2010) and shall not engage in any activity, practice or conduct outside the UK which would constitute an offence under sections 1, 2 or 6 of the BA 2010 if such activity, practice or conduct had been carried out inside the UK;

(b)         anti-slavery and human trafficking (including the Modern Slavery Act 2015) and shall not engage in any activity, practice or conduct that would constitute an offence under sections 1, 2 or 4, of the Modern Slavery Act 2015 if such activity, practice or conduct were carried out in the UK; and

(c)          evasion facilitation (including the Criminal Finances Act 2017) and shall maintain in place throughout the term of this Agreement such policies and procedures as are both reasonable to prevent the facilitation of tax evasion by another person (including without limitation employees of the party) and to ensure compliance with this clause,

together the ( Compliance Standards )

15.2           Breach of this clause 15 shall be deemed an irremediable material breach of this Contract.

16.          GENERAL

16.1            ASSIGNMENT AND OTHER DEALINGS:

(a)         Castore may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.

(b)         The Customer may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of Castore.

16.2           CONFIDENTIALITY:

(a)         Each party undertakes that it shall not at any time, disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party, except as permitted by clause 16.2(b).

(b)         Each party may disclose the other party's confidential information:

(i)           to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 16.2; and

(ii)          as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

(c)          Neither party shall use the other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.

(d)             The Customer shall not make, or permit any person to make, any public announcement concerning the existence, subject matter or terms of the Contract, or the relationship between the parties, without the prior written consent of Castore, except as required by law, a court of competent jurisdiction or any governmental or regulatory authority.

16.3           ENTIRE AGREEMENT:

(a)         The Contract constitutes the entire agreement between the parties.

(b)         Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

16.4           VARIATION: No variation of this Contract shall be effective unless it is in writing and signed by the parties authorised representatives.

16.5           INTERPRETATION: References in these Conditions to the word "including" are to be construed without limitation.

16.6           WAIVER:

(a)         A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

(b)         A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

16.7            SEVERANCE: If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision of the Contract is deemed deleted under this clause 16.7 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

16.8           NOTICES:

(a)         Any notice given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case).

(b)         Any notice shall be deemed to have been received:

(i)           if delivered by hand, at the time the notice is left at the proper address; or

(ii)          if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting.

(c)          This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

16.9           THIRD PARTY RIGHTS:

(a)         The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

(b)         The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.

16.10         GOVERNING LAW: The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.

16.11          JURISDICTION: Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.