1.                   Interpretation

1.1                Definitions. In these Conditions, the following definitions apply:

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

Conditions: these terms and conditions as amended from time to time in accordance with clause 17.8.

Contract: the contract between Pennine and the Customer for the supply of Goods and/or Services in accordance with these Conditions.

Customer: the person or firm who purchases the Goods and/or Services from Pennine.

Deliverables: the deliverables set out in the Order.

Delivery Location: has the meaning set out in clause 4.2.

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

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

1.2                Intellectual Property Rights: all patents, rights to inventions, utility models, copyright drawings and related rights, trade marks, service marks, trade, business and domain names, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, programmes, database right, topography rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.

Order: the Customer's order for the supply of Goods and/or Services, as set out in the Customer's written acceptance of  Pennine’s quotation.

Services: the services, including the Deliverables, supplied by Pennine to the Customer as set out in the Service Specification.

Service Specification:  the description or specification for the Services provided in writing by Pennine to the Customer.

Pennine: Pennine Components Limited of Unit 1, Canal Side Industrial Estate , Salford Way, Todmorden OL14 7AJ company number 1421828.

Pennine Materials: has the meaning set out in clause 8.1.g.

1.3                Construction. In these Conditions, the following rules apply :

(a)            a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);

(b)           a reference to a party includes its personal representatives, successors or permitted assigns;

(c)            a reference to a statute or statutory provision is a reference to such statute or statutory 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;

(d)           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; and

(e)            a reference to writing or written includes faxes.

2.                   Basis of contract

2.1                The Order constitutes an offer by the Customer to purchase Goods and/or Services in accordance with these Conditions.

2.2                The Order shall only be deemed to be accepted when Pennine issues written acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date).

2.3                The Contract 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 Pennine which is not set out in the Contract.

2.4                Any samples, drawings, descriptive matter or advertising issued by Pennine and any descriptions of the Goods or illustrations or descriptions of the Services contained in Pennine’s catalogues or brochures or on its website are issued or published for the sole purpose of giving an approximate idea of the Services and/or Goods described in them. They shall not form part of the Contract or have any contractual force.

2.5                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 trade, custom, practice or course of dealing.

2.6                Any quotation given by Pennine shall not constitute an offer, and is only valid for a period of 20 Business Days from its date of issue.

2.7                All of these Conditions shall apply to the supply of both Goods and Services except where application to one or the other is specified.

3.                   Goods

3.1                The Goods are described in the Goods Specification.  

3.2                The Customer shall indemnify Pennine 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 Pennine in connection with any claim made against Pennine for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with Pennine's use of the Goods Specification. This clause 3.2 shall survive termination of the Contract.

3.3                Pennine reserves the right to amend the Goods Specification if required by any applicable statutory health and safety or regulatory requirements or to affect minor variations or modifications.

4.                   Delivery of Goods

4.1                Pennine shall ensure that:

(a)            each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, all relevant Customer and Pennine 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 Order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and

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

4.2                Pennine 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 Pennine notifies the Customer that the Goods are ready.

4.3                Delivery of the Goods shall be completed on the Goods' arrival at the Delivery Location.

4.4                Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence. Pennine shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event (as defined in clause 16.1) or the Customer's failure to provide Pennine with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

4.5                If Pennine 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. Pennine shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event the Customer's failure to provide Pennine with adequate delivery instructions for the Goods or any relevant instruction related to the supply of the Goods.

4.6                If the Customer fails to accept or take delivery of the Goods within 2 Business Days of Pennine notifying the Customer that the Goods are ready, then except where such failure or delay is caused by a Force Majeure Event or by Pennine'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 9.00 am on the 2 Business Day following the day on which Pennine notified the Customer that the Goods were ready; and

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

4.7                If 2 Business Days after Pennine notified the Customer that the Goods were ready for delivery the Customer has not accepted or taken delivery of them, Pennine 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.

4.8                The Customer shall not be entitled to reject the Goods if Pennine delivers up to and including 5 per cent more or less than the quantity of Goods ordered. 

4.9                Pennine 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.

4.10             Shortages losses and damage to deliveries must be reported in writing to Pennine within 3 days of the receipt of the Goods otherwise Pennine shall have no liability to the Customer

5.                   Quality of Goods

5.1                Pennine warrants that on delivery, and for a period of 12 months from the date of delivery (Warranty Period),] the Goods shall conform in material respects with their description and any applicable Goods Specification and be free from material defects in design, material and workmanship

5.2                Subject to clause 5.3 and 5.4, if:

(a)            the Customer gives notice in writing during the Warranty Period within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 5.1;

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

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

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

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

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

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

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

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

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

(f)             the defect arises due to faulty or irregular supply of electricity

(g)           the Goods differ from the Goods Specification as a result of changes made to ensure they comply with applicable statutory or regulatory standards.

5.4                Except as provided in this clause 5, Pennine 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 of these Conditions shall apply to any repaired or replacement Goods supplied by Pennine under clause 5.2.

6.                   Title and risk

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

6.2                Title to the Goods shall not pass to the Customer until Pennine has received payment in full (in cash or cleared funds) for the Goods and any other goods that Pennine has supplied to the Customer in respect of which payment has become due.

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

(a)            hold the Goods on a fiduciary basis as Pennine's bailee; 

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

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

(d)           maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on Pennine's behalf from the date of delivery;

(e)            notify Pennine immediately if it becomes subject to any of the events listed in clause 12.1a to clause 12.1.k; and

(f)             give Pennine such information relating to the Goods as Pennine may require from time to time,

but the Customer may resell or use the Goods in the ordinary course of its business.

6.4                If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 12.1a to clause 12.1k, or Pennine reasonably believes that any such event is about to happen and notifies the Customer accordingly, then, provided the Goods have not been resold, or irrevocably incorporated into another product, and without limiting any other right or remedy Pennine may have, Pennine may at any time require the Customer to deliver up the Goods 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.                   Supply of Services

7.1                Pennine shall provide the Services to the Customer in accordance with the Service Specification in all material respects.

7.2                Pennine shall use all reasonable endeavours to meet any performance dates for the Services specified in the Order, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.

7.3                Pennine shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and Pennine shall notify the Customer in any such event.

7.4                Pennine warrants to the Customer that the Services will be provided using reasonable care and skill.

8.                   Customer's obligations

8.1                The Customer shall:

(a)            ensure that the terms of the Order and (if submitted by the Customer) the Goods Specification are complete and accurate;

(b)           co-operate with Pennine in all matters relating to the Services;

(c)            provide Pennine, its employees, agents, consultants and subcontractors, with access to the Customer's premises, office accommodation and other facilities as reasonably required by Pennine to provide the Services;

(d)           provide Pennine with such information and materials as Pennine may reasonably require to supply the Services, and ensure that such information is accurate in all material respects; 

(e)            prepare the Customer's premises for the supply of the Services;

(f)             obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start; and

(g)           keep and maintain all materials, equipment, documents and other property of Pennine (Pennine Materials) at the Customer's premises in safe custody at its own risk, maintain Pennine Materials in good condition until returned to Pennine, and not dispose of or use Pennine Materials other than in accordance with Pennine's written instructions or authorisation.

8.2                If Pennine's performance of any of its obligations in respect of the Services is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):

(a)            Pennine shall without limiting its other rights or remedies have the right to suspend 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 Pennine's performance of any of its obligations;

(b)           Pennine shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from Pennine's failure or delay to perform any of its obligations as set out in this clause 8; and

(c)            the Customer shall reimburse Pennine on written demand for any costs or losses sustained or incurred by Pennine arising directly or indirectly from the Customer Default.

 

8.3      Goods which are stock items may be returned at the absolute discretion of

Pennine but subject to a restocking/handling/interest charge being levied according to the particular circumstances; however special Goods not in stock are not returnable in any circumstances.      

9.                   Charges and payment

9.1                The price for Goods shall be the price set out in the Order or, if no price is quoted, the price set out in Pennine's published price list as at the date of delivery. The price of the Goods is exclusive of all costs and charges of packaging, insurance, transport of the Goods, which shall be paid by the Customer when it pays for the Goods.

9.2                The charges for Services shall be shall be calculated in accordance with the provisions set out in the Service Specification.

9.3                In respect of Goods, Pennine shall invoice the Customer on or at any time after completion of delivery. In respect of Services, Pennine shall invoice the Customer as set out in the Service Specification.

9.4                The Customer shall pay each invoice submitted by Pennine:

(a)            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 Pennine, and

time for payment shall be of the essence of the Contract.

9.5                All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by Pennine to the Customer, the Customer shall, on receipt of a valid VAT invoice from Pennine, pay to Pennine such additional amounts in respect of VAT as are chargeable on the supply of the Services or Goods at the same time as payment is due for the supply of the Services or Goods.

9.6                Without limiting any other right or remedy of Pennine, if the Customer fails to make any payment due to Pennine under the Contract by the due date for payment (Due Date), Pennine shall have the right to charge interest on the overdue amount at the rate of 5 per cent per annum above the then current LloydsTSB Bank's base rate accruing on a daily basis from the Due Date until the date of actual payment of the overdue amount, whether before or after judgment, and compounding quarterly.

9.7                The Customer shall pay all amounts due under the Contract 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 Pennine in order to justify withholding payment of any such amount in whole or in part. Pennine may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by Pennine to the Customer.

10.                Intellectual property rights

10.1             All Intellectual Property Rights in or arising out of or in connection with the Services and/or the Goods shall be owned by Pennine.

10.2             The Customer acknowledges that, in respect of any third party Intellectual Property Rights in the Services, the Customer's use of any such Intellectual Property Rights is conditional on Pennine obtaining a written licence from the relevant licensor on such terms as will entitle Pennine to license such rights to the Customer.

10.3             All Pennine Materials are the exclusive property of Pennine.

11.                Limitation of liability:

 THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE

11.1             Nothing in these Conditions shall limit or exclude Pennine's liability for death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors or fraud or fraudulent misrepresentation;

11.2             Subject to clause 11.1:

(a)            Pennine 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 arising under or in connection with the Contract ; and

(b)           Pennine'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 the amount as stated in the Order..

11.3             Except as set out in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.

11.4             This clause 11 shall survive termination of the Contract.

12.                Termination

12.1             Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if:

(a)            the other party 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;

(b)           the other party 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 a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

(c)            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 other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of the other party with one or more other companies or the solvent reconstruction of that other party;

(d)           the other party (being an individual) is the subject of a bankruptcy petition or order;

(e)            a creditor or encumbrancer of the other party 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;

(f)             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 other party (being a company);

(g)           a floating charge holder over the assets of the other party (being a company) has become entitled to appoint or has appointed an administrative receiver;

(h)           a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;

(i)             any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in  this clause.

(j)             the other party suspends, threatens to suspend, ceases or threatens to cease to carry on, all or substantially the whole of its business; or

(k)           the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.

12.2             Without limiting its other rights or remedies, Pennine may terminate the Contract:

(a)            by giving the Customer 1 months' written notice;

(b)           with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Contract on the due date for payment.

12.3             Without limiting its other rights or remedies, Pennine shall have the right to suspend the supply of Services or all further deliveries of Goods under the Contract or any other contract between the Customer and Pennine if:

(a)            the Customer fails to make pay any amount due under this Contract on the due date for payment; or

(b)           the Customer becomes subject to any of the events listed in clause 12.1, or Pennine reasonably believes that the Customer is about to become subject to any of them.

13.                Consequences of termination

On termination of the Contract for any reason: 

(a)            the Customer shall immediately pay to Pennine all of Pennine's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has yet been submitted, Pennine shall submit an invoice, which shall be payable by the Customer immediately on receipt;

(b)           the Customer shall return all of Pennine Materials and any Deliverables which have not been fully paid for. If the Customer fails to do so, then Pennine may enter the Customer's premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract;

(c)            the accrued rights and remedies of the parties as at termination shall not be affected, 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; and

(d)           clauses which expressly or by implication have effect after termination shall continue in full force and effect.

14.EXPORT TERMS

 

In these conditions “Incoterms” means the international rules for the interpretation of trade terms of the International Chamber of Trade as in force at the date when the contract is made.  Unless the contract otherwise requires any term of 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.

 

1. Where the Goods are supplied for export from England the provisions of this clause 14 shall (subject to any special terms agreed in writing between Pennine and the Customer) apply notwithstanding any other provisions of these conditions.

 

1. The Customer shall be responsible for complying with any legislation or regulations governing the importation of goods into the country of destination and for the payment of any duties thereon.

 

1979. Unless otherwise agreed in writing between Pennine and the Customer the Goods shall be delivered FOB the air or sea port of shipment and Pennine shall be under no obligation to give notice under Section 32(3) of the Sale of Goods Act 1979.

 

1. Pennine shall have no liability for any claim in respect of any damage to the Goods during transit.

 

1. Where an export customer has an account with ourselves, payment terms are as paragraph 1, 30 days nett monthly account. In some instances a pro-forma invoice will be issued which will be required to be paid before goods are shipped.  In some cases, notably outside the EEC the payment, if not by pro-forma, will be by irrevocable letter or credit, opened by the Customer in favour of Pennine and confirmed by an acceptable Bank in England.

 

1. Except where otherwise agreed in writing by Pennine, payment shall be made in pounds sterling.

 

15.                WEBSITE

 

  We make every endeavour to ensure that the prices and technical information shown on our website are accurate. The website does not constitute an offer to sell There will though inevitably be some errors and Pennine therefore reserves the right to change or amend the prices or other information without notice at any time.  Prices shown on catalogue pdf data sheets or marketing literature were only valid on the date they were originally printed and should not be relied upon.  Where an order is received from a Customer via Pennine’s automated website we reserve the right to decline the order whether paid for or not and whether previously acknowledged by auto generated e mail or not.  In this unlikely event we will inform you of the reasons, which may be due to pricing or computer error, manufacturer imposed moq’s for non stock item, product obsolescence, suspected fraud, export restrictions placed by the government.

 

16,        General

16.1 Force majeure:

(a)            For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of Pennine including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the party or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.

(b)           Pennine shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.

(c)            If the Force Majeure Event prevents Pennine from providing any of the Services and/or Goods for more than 4 weeks, Pennine shall, without limiting its other rights or remedies, have the right  to terminate this Contract immediately by giving written notice to the Customer.

16.2   Assignment and subcontracting:

(d)           Pennine may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party.

(e)            The Customer shall not, without the prior written consent of Pennine, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.

16.3     Notices:

(f)             Any notice or other communication required to be given to a party under or in connection with this Contract shall be in writing and shall be delivered to the other party personally or sent by prepaid first-class post, recorded delivery or by commercial courier, at its registered office (if a company) or (in any other case) its principal place of business, or sent by fax to the other party's main fax number.

(g)           Any notice or other communication shall be deemed to have been duly received if delivered personally, when left at such addressor, if sent by prepaid first-class post or recorded delivery, at 9.00 am on the second Business Day after posting, or 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, on the next Business Day after transmission.

(h)           This clause 16 shall not apply to the service of any proceedings or other documents in any legal action. For the purposes of this clause, "writing" shall not include e-mails and for the avoidance of doubt notice given under this Contract shall not be validly served if sent by e-mail.

16.4     Waiver and cumulative remedies:

(i)             A waiver of any right under the Contract is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. 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.

(j)             Unless specifically provided otherwise, rights arising under the Contract are cumulative and to not exclude rights provided by law.

16.5     Severance:

(k)           If a court or any other competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.

(l)             If any invalid, unenforceable or illegal provision of the Contract 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.

16.6     No partnership: Nothing in the Contract 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.

16.7     Third parties: A person who is not a party to the Contract shall not have any rights under or in connection with it.

16.8     Variation: Except as set out in these Conditions, any variation, including the introduction of any additional terms and conditions, to the Contract shall only be binding when agreed in writing and signed by a director of Pennine.

16.9     Governing law and jurisdiction: This Contract, and any dispute or claim 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, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.