12.1 – Assignment and other dealings.
12.1.1 – The Supplier 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.
12.1. 2 – 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 the Supplier.
12.2 – Entire agreement.
12.2.1 – The Contract constitutes the entire agreement between the parties.
12.2.2 – 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.
12.3 – Variation. No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
12.4 – Waiver.
12.4.1 – 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.
12.4.2 -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.
12.5 – 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 12.5 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.
12.6 – Notices.
12.6.1 – Any notice given to a party under or in connection with the Contract shall be in writing and shall be delivered 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)
12.6.2 – Any notice shall be deemed to have been received 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; or
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.
12.7 – Third party rights.
12.7.1 – 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.
12.7.2 – The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
12.8 – 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.
12.9 – 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.