In these Conditions:-
1.1. “the Buyer” means the person who agrees to purchase the Products from Dunstable Glass Co Ltd subject to these Conditions;
1.2. “the Carrier” means the person(s) who transport(s) the Products from Dunstable Glass’s works to the Delivery Address or for any part of such journey (which person or one of which persons may be Dunstable Glass);
1.3. “these Conditions” means the terms and conditions of sale set out in this document;
1.4. “the Contract” means the agreement between and the Buyer Dunstable Glass for the sale and purchase of the Products which incorporates these Conditions, the Estimate and the Specification;
1.5. “the Delivery Address” means the address for delivery of the Products which, unless otherwise agreed between the Buyer and Dunstable Glass in Writing, shall be in the case of an Export Sale the port named on Dunstable Glass ‘s acceptance of the Buyer’s offer or order or in the case of a UK Sale the Buyer’s principal place of business in the UK;
1.6. “the Delivery Note” means ‘ Dunstable Glass ‘s or the Carrier’s delivery note which accompanies the Products on delivery and/or any bills of lading or other documents required to be signed by or on behalf of the Buyer in order to obtain possession of the Products;
1.7. “the Estimate” means Dunstable Glass ‘s estimate for the supply of the Products;
1.8. “the Estimated Delivery Date” means the date on which Dunstable Glass estimates that the Products will be delivered which may be specified in the Estimate;
1.9. “the Estimated Shipment Date” means the date on which Dunstable Glass estimates that the Products will be available for collection from its works by the Carrier which may be specified in the Estimate;
1.10. “Export Sale” means a sale to which these Conditions relate for delivery outside the United Kingdom.
1.11. ” Dunstable Glass ” means Dunstable Glass Co Limited trading as Dunstable Glass whose principal place of business is at 87 – 91 High Street North Dunstable Beds LU6 1JJ;
1.12. “the Dunstable Glass Warranty” means any separate warranty provided by Dunstable Glass in respect of the Products;
1.13. “the Products” means the goods which Dunstable Glass is to supply to the Buyer in accordance with these Conditions and which may be listed in the Estimate and any goods which may be supplied as replacements for them pursuant to the Contract or the Dunstable Glass Warranty (including in each case any instalment or part of them);
1.14. “the Specification” means the specification for the Products prepared or agreed in Writing by Dunstable Glass for the purposes of the Contract including any variation of such specification which has been agreed in Writing between the parties or made by Dunstable Glass pursuant to sub-clause 3.3 below;
1.15. “UK Sale” means a sale to which these Conditions relate for delivery within the United Kingdom.
1.16. “the Warranty” means the Warranty set out in sub-clause 7.1 below;
1.17. “Writing” means written document(s) and communication(s) including those transmitted by facsimile but excluding other electronic communications; and
1.18. Clause headings are for ease of reference and do not form part of or affect the interpretation of the Contract.
- Basis of sale
2.1. These Conditions apply to all contracts entered into by for the sale Dunstable Glass of goods to persons outside the United States of America. By placing an offer or order with , whether in Dunstable Glass respect of the Estimate or otherwise, the Buyer offers to deal with on these Co Dunstable Glass conditions to the exclusion of all other terms, conditions, warranties or representations (other than those made (fraudulently) with the exception of any terms specified in the Estimate. The Estimate does not itself constitute an offer to supply the Products by Dunstable Glass . The Contract is formed when Dunstable Glass accepts the Buyer’s offer or order.
2.2. Orders for Products of non-standard shapes, dimensions and/or types are accepted subject to them being within Dunstable Glass ‘s manufacturing capability and Dunstable Glass reserves the right later to cancel such orders without liability if they are not within such capability.
2.3. No variation to these Conditions or the Contract shall be binding unless agreed in Writing and signed by authorised representatives on behalf of each of the Buyer and Dunstable Glass.
2.4. Dunstable Glass ‘s technical and other literature is published for general guidance only. Dunstable Glass gives no warranties or representations as to its accuracy or completeness or as to compliance with it by the Products except to the extent that such literature is incorporated into and its accuracy; completeness or compliance is confirmed within the Specification.
2.5. Any typographical, clerical or other error or omission in the Specification, the Estimate or any price list, acceptance of offer, invoice or other document or information issued by Dunstable Glass shall be subject to correction without any liability on the part of Dunstable Glass.
2.6. Any advice or recommendation given by Dunstable Glass or its employees, agents or sub-contractors to the Buyer or its employees, agents or sub- contractors as to the design, storage, application or use of the Products, any glazing system, any structure in which the Products are used or otherwise is acted upon entirely at the Buyer’s own risk and Dunstable Glass shall not be liable for any such advice or recommendation unless such advice or recommendation is expressly incorporated in the Contract in Writing in which case Dunstable Glass ‘s liability to the Buyer shall be as set out in clause 7 below in relation to its supply of the Products and it shall not separately (except pursuant to sub-clause 7.9 below) be liable in respect of such advice or recommendation.
- Sale and purchase
3.1. The Buyer agrees to purchase the Products from Dunstable Glass and Dunstable Glass agrees to sell the Products to the Buyer.
3.2. If the Products are to be manufactured or any process is to be applied to them by Dunstable Glass in accordance with any specifications submitted by the Buyer or if the Products are to be marked with any trade mark at the request of the Buyer, the Buyer shall indemnify Dunstable Glass against all loss, damages, costs and expenses awarded against or incurred by Dunstable Glass in connection with or paid or agreed to be paid by Dunstable Glass in settlement of any claim for infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights or misuse of any confidential information of any other person or any other liability whatsoever which results from Dunstable Glass ‘s use of the Buyer’s specifications or the marking of the Products or from the sale or supply of such Products by Dunstable Glass pursuant to the provisions of sub-clause 4.8 below.
4.1. Dunstable Glass shall use its reasonable efforts to deliver the Products i) in the case of an Export Sale to the Carrier at Dunstable Glass’s works on or around the Estimated Shipment Date and shall use its reasonable efforts to arrange for their transport by the Carrier to the Buyer at the Delivery Address and ii) in the case of a UK Sale to Buyer at the Delivery Address, in either case on or around the Estimated Delivery Date, but time of delivery to the Carrier or the Buyer or at the Delivery Address shall not be of the essence.
4.2. Dunstable Glass shall be entitled to deliver the Products in instalments in which case each instalment shall be treated as an entirely separate contract and any default or breach by Dunstable Glass in respect of any such instalment shall not entitle the Buyer to cancel. Any other instalment or terminate the Contract or treat the Contract as a whole as repudiated.
4.3. If Dunstable Glass at the Buyer’s request makes delivery of the Products by instalments and any such instalment does not comprise a full vehicle or container load as applicable then, unless the Estimate expressly provides for delivery of part loads, Dunstable Glass shall be entitled to charge the Buyer for the additional transport costs incurred.
4.4. Signature by or on behalf of the Buyer of the Delivery Note without qualification shall be conclusive proof that the Products were not damaged on delivery and that the correct amount of the Products was delivered.
4.5. If the Delivery Note is not signed by or on behalf of the Buyer or is signed with qualification of any form and if the Products are damaged on delivery or an amount less than the correct amount of the Products is delivered, then unless the Buyer notifies Dunstable Glass and the Carrier who delivered the Products (otherwise than by a note on the Delivery Note) within five days of delivery no claim against Dunstable Glass or the Carrier may be made in respect of damage to or short delivery of the Products.
4.6. If the Products have not been delivered despite receipt by the Buyer of the invoice from Dunstable Glass relating to them, then unless the Buyer notifies Dunstable Glass within seven days after the date of such invoice no claim against Dunstable Glass may be made in respect of nondelivery of those Products.
4.7. Without prejudice to the provisions of sub-clauses 4.4 and 4.5 above, the Buyer shall be deemed to accept the Products on delivery notwithstanding any late delivery.
4.8. If the Buyer fails to give Dunstable Glass adequate delivery instructions before the Estimated Shipment Date in the case of an Export Sale or Delivery Date in the case of a UK Sale or fails to take delivery of the Products, then, without prejudice to any other right or remedy available to Dunstable Glass, Dunstable Glass may:- 4.8.1. Issue its invoice in respect of the Products as if they had been delivered on the Estimated Shipment Date in the case of an Export Sale or Delivery Date in the case of a UK Sale; and/or 4.8.2. Store the Products until actual delivery is made and charge the Buyer for the costs (including insurance, handling and transport) of storage; and/or 4.8.3. Sell or supply the Products (whether or not such Products were manufactured or marked by Dunstable Glass pursuant to the provisions of sub-clause 3.2 above) to a third party in any country at the best price readily obtainable and reimburse or credit the Buyer with the proceeds after deducting all storage and selling expenses; and/or 4.8.4. Suspend other deliveries of the Products.
5.1. Dunstable Glass reserves the right to choose the form of transport for the Products and the composition of each load unless expressly specified in the Estimate.
5.2. For the purposes of this clause 5, if the Products are delivered on a road vehicle they shall be considered to have been delivered as soon as they are ready to be unloaded at the Delivery Address which shall be considered to be the case when all ropes, chains, sheets, restraining bars and other means of fastening to or on the vehicle have been removed. 5.3. If delivered on a road vehicle, unloading of the Products from the delivery vehicle shall be the entire responsibility of the Buyer and on their arrival at the Delivery Address the Buyer shall provide unloading facilities and shall unload them promptly. Dunstable Glass shall be entitled to recover from the Buyer all and any costs and expenses incurred by the Carrier as a result of the Buyer’s failure to do so. 5.4. Pallets, frames, stillages and all other delivery equipment used in the delivery of the Products are the property of Dunstable Glass. If they are not returned, carriage paid, to Dunstable Glass within 6 weeks after delivery of the Products a charge of £500 per stillage (steel and timber) shall be payable by the Buyer from such date until the date of return or earlier accrual of full replacement cost.
- Prices and payment
6.1. An energy surcharge shall be payable where applicable. The circumstances in which an energy surcharge is payable and the amount thereof can be obtained from Seller on request.
6.2. Dunstable Glass reserves the right, by giving notice to the Buyer at any time before delivery, to increase the price of the Products to reflect any increase in the cost to Dunstable Glass which is due to any factor beyond its control, any change in delivery dates or quantities of the Products or in the Specification which is requested by the Buyer or any delay caused by any instructions of the Buyer or failure of the Buyer to give Dunstable Glass adequate information or instructions.
6.3. The price is exclusive of any applicable value added tax, which the Buyer shall be additionally liable to pay to Dunstable Glass and exclusive of the cost of carriage of the Products by the Carrier to the Delivery Address.
6.4. Dunstable Glass shall be entitled to invoice the Buyer for all amounts due under the Contract in respect of each instalment of the Products on or at any time after its delivery to the Carrier.
6.5. Where the Buyer has an account with Dunstable Glass the Buyer shall make payment to Dunstable Glass of all amounts due under the Contract in full and without any deduction or set-off on or before the last day of the month next following the month in which the invoice is issued by Dunstable Glass.
6.6. Where the Buyer does not have an account with Dunstable Glass, unless the parties agree alternative arrangements in Writing, the Buyer shall make payment to Dunstable Glass in full and without any deduction or set off (whether in relation to the Contract or otherwise) by confirmed irrevocable letter of credit on terms acceptable to Dunstable Glass in its absolute discretion accepted for payment by a United Kingdom clearing bank at sight in London opened and confirmed at the Buyer’s expense at the time the Buyer places its order or accepts the Estimate. Dunstable Glass shall be under no obligation to take any steps to perform any of its obligations under the Contract until such a letter of credit has been so agreed and confirmed and any time periods for performance of its obligations (including in particular the Estimated Delivery Date and the Estimated Shipment Date) shall be extended by such period as Dunstable Glass considers appropriate in the light of the Buyer’s delay in arranging such opening and confirming of such letter of credit.
6.7. All payments made by the Buyer to Dunstable Glass whether pursuant to the Contract or otherwise shall be applied to invoices issued by Dunstable Glass and to Products or other goods listed in such invoices in the sequence determined in its discretion by Dunstable Glass.
6.8. Time of payment shall be of the essence in respect of all payments due under the Contract.
6.9. If full payment of any amount payable to it under the Contract is not received by Dunstable Glass by the due date then, without prejudice to its rights, Dunstable Glass shall be entitled to: 6.9.1. Sue for the entire amount due; and/or 6.9.2. Charge interest (both before and after any judgment) at the rate of 2.5% over the base rate from time to time of Barclays on the outstanding balance; and/or 6.9.3. Require the immediate return to Dunstable Glass of all goods agreed to be sold by Dunstable Glass to the Buyer in which the property has not passed to the Buyer in accordance with the provisions of clause 9 below and the Buyer hereby agrees to reimburse to Dunstable Glass upon demand Dunstable Glass’s costs or expenses in recovering such goods; and/or
6.9.4. Suspend further deliveries of the Products and any other goods which Dunstable Glass has agreed to supply to the Buyer.
- Warranty and liability
7.1. Dunstable Glass warrants that the Products will in all material respects: 7.1.1. correspond with the product specification (if any); and 7.1.2. except to the extent that there is a conflict with the Specification (if any), conform to any applicable standards published by the British. Standards Institution and/or the Glass and Glazing Federation in effect at the time of manufacture.
7.2. Selection of the correct type of glass in accordance with any applicable standards and any statutory requirements is the responsibility of the Buyer and the Buyer shall indemnify Dunstable Glass against any loss or damage which Dunstable Glass may suffer and against any claim which may be made against Dunstable Glass as a result of selection of an inappropriate type of glass.
7.3. Dunstable Glass shall have no liability under the Warranty in respect of any defects in the Products or non-compliance with the Warranty arising from: 7.3.1. Any drawing, design, specifications or information supplied by the Buyer; or 7.3.2. Fair wear and tear to the Products or damage to them not caused by Dunstable Glass.
7.4. Dunstable Glass shall have no liability under the Warranty or otherwise for any loss or damage if the Products have been modified or altered in any way whatsoever or resulting from the installation, use or maintenance of the Products otherwise than in accordance with good engineering practice and with guidelines issued by Dunstable Glass in its technical literature (notwithstanding the provisions of subclause 2.4 above) and, except to the extent that there is a conflict, by the Glass and Glazing Federation current when the Products were installed (and as subsequently amended in the case of appropriate use and maintenance).The Buyer shall indemnify Dunstable Glass against any such loss or damage and against any claim which may be made against Dunstable Glass as a result of such loss or damage.
7.5. No claim may be made under the Warranty unless the claim is made in Writing: 7.5.1. In respect of any matter discernable by visual inspection of the Products on delivery (other than as referred to in sub-clause 4.5 above), within the period ending with the earlier of six (6) months after delivery to the Buyer and 30 days after the Buyer having become aware of such matter; or 7.5.2. In respect of any matter not discernable by visual inspection of the Products on delivery, within 30 days of the Buyer having become aware of such matter; and 7.5.3. In any event within twelve (12) months from the date of the Contract and unless Dunstable Glass’s representative is afforded a reasonable opportunity to inspect the allegedly defective Product before any removal and/or replacement work is carried out (except for such work as shall be reasonably necessary to prevent the risk of personal injury or damage to property).
7.6. Notwithstanding any other provision in the Contract or the Dunstable Glass Warranty, where the Buyer has a claim under the Warranty or the Dunstable Glass Warranty, Dunstable Glass shall have no liability in respect of any Products other than those Products or parts of them in respect of which the Buyer can actually demonstrate noncompliance with the Warranty or the Dunstable Glass Warranty as appropriate which is physically manifest in such Products or parts.
7.7. In the event of any valid claim under the Warranty being made by the Buyer, Dunstable Glass shall be entitled (but not obliged) in full satisfaction of such claim to provide replacements for those Products which fail to comply with the Warranty. If it does not do so, Dunstable Glass’s liability for breach of the Warranty in respect of any such Product shall not (subject to the provisions of sub-clause 7.12 below) exceed the price paid for that Product or, if no price was specified in the Contract, Dunstable Glass’s list price at the date of the Contract. Dunstable Glass shall not in any event be liable under the Warranty or otherwise for the cost of removing Products and installing replacements except to the extent that such cost is expressly covered under the Dunstable Glass Warranty. Any replacements supplied under the Warranty shall be the nearest available equivalent to the Products originally supplied which are reasonably obtainable and being sold by Dunstable Glass at the time of replacement and the Warranty in respect of such replacements shall continue for the balance of the period applicable to the Products originally supplied.
7.8. Dunstable Glass excludes all warranties, conditions, guarantees and representations (except those made fraudulently) as to quality or fitness for a particular purpose of or otherwise relating to the Products or relating to the Contract or the Dunstable Glass Warranty whether express or implied, oral or in writing, except those expressly stated in the Contract or the Dunstable Glass Warranty. Dunstable Glass further excludes all tortious and other non-contractual liability arising from or related to the Contract, the Dunstable Glass Warranty or the Products or their supply except as set out in subclauses 7.9 and 7.10 below.
7.9. Notwithstanding any other provisions of the Contract, Dunstable Glass does not seek to exclude its liability for any death or personal injury to the extent that it results from negligence or any other liability which it cannot exclude or limit as a matter of law.
7.10. Except as expressly provided in the Contract or the Dunstable Glass Warranty or pursuant to sub-clauses 7.9 and 7.10 above and clause 8 below, Dunstable Glass shall not in any event be liable for any indirect, special or consequential losses or damages, howsoever arising, in connection with or arising out of the design, manufacture, supply, functioning or use of or otherwise relating to the Products or any advice, service or matter connected with the Products or in respect of any loss of anticipated profits or losses relating to or associated with wasted overhead or similar costs.
7.11. Except pursuant to sub-clauses 7.9 and 7.10 above and under clause 8 below, Dunstable Glass’s liability under the Contract and the Dunstable Glass Warranty and otherwise (if not excluded elsewhere in the Contract) in relation to the Products and their supply, other than in respect of the cost of removing the Products and installing replacements under the Dunstable Glass Warranty (to the extent such cost is expressly covered by the Dunstable Glass Warranty), shall not in aggregate exceed the amount paid to Dunstable Glass under the Contract less, to the extent that Dunstable Glass satisfies its liability by providing replacements for The Products, the value of such replacements based on Dunstable Glass’s list price for them at the date of replacement.
7.12. The Buyer shall not be entitled to make a claim under the Warranty or otherwise under the Contract in respect of any matter if the Buyer has already made a claim in respect of such matter under the Dunstable Glass Warranty. The Buyer shall likewise not be entitled to make a claim under the Dunstable Glass Warranty in respect of any matter if the Buyer has already made a claim in respect of such matter under the Warranty or otherwise under the Contract.
7.13. Except pursuant to sub-clause 7.9 above, no action, regardless of form, arising out of the transactions under the Contract may be brought by the Buyer more than twelve months after the cause of action has accrued.
7.14. Nickel Sulphide inclusions (NIS) are an unavoidable characteristic of fully tempered glass which cannot be avoided. EN14179 defines the statistical rates of failure due to NIS, prior to and post heat soak testing. The buyer shall recognize that there remains a residual risk of failure post heat soak testing that Dunstable Glass are not liable for, both indirectly or for any consequential losses or damages.
7.15. If it is not established to Dunstable Glass’s reasonable satisfaction both that any Products have failed to comply with the Warranty and that Dunstable Glass is liable for such failure under the Warranty, the Buyer shall pay the cost of the inspection referred to in clause 7.5 above.
- Risk and title
8.1. Risk of loss of or damage to the Products shall pass to the Buyer on delivery or, if the Buyer fails to give adequate delivery instructions before the Estimated Shipment Date in the case of an Export Sale or Delivery Date in the case of a UK Sale or refuses to accept delivery, on the Estimated Shipment Date in the case of an Export Sale or Delivery Date in the case of a UK Sale or such refusal as appropriate. The Buyer shall insure the Products from that time until ownership of and title to them passes to the Buyer.
8.2. Notwithstanding delivery and the passing of risk in the Products to the Buyer, or any other provisions of the Contract, ownership of and title to the Products shall not pass to the Buyer and shall be retained by Dunstable Glass until Dunstable Glass has received in cash or cleared funds payment in full of the price of the Products and of the price of any other goods supplied to the Buyer by Dunstable Glass at any time whether or not payment of the price has become due.
8.3. Until ownership of and title to all goods owned by Dunstable Glass passes to the Buyer, the Buyer shall hold the goods in the Buyer’s possession or control as Dunstable Glass’s fiduciary agent and bailee and shall keep them separate from those of the Buyer and third parties and properly stored, protected and insured and identified as Dunstable Glass’s property. The Buyer shall be entitled to resell or use such goods in the ordinary course of its business but shall account to Dunstable Glass for the entire proceeds of sale or otherwise of such goods whether tangible or intangible, including insurance proceeds, and shall keep all such amounts separate from any monies or property of the Buyer and third parties and, in the case of tangible proceeds, properly stored, protected and insured. The Buyer shall maintain records of the persons to whom it sells or disposes of such goods and of the payments made by such persons for such goods and will allow Dunstable Glass to inspect those records and the goods themselves on request. Dunstable Glass shall be entitled to trace the proceeds of sale or otherwise of such goods.
8.4. For the avoidance of doubt, the Products, all other goods supplied to the Buyer by Dunstable Glass and all goods into which the Products or such other goods have been incorporated which are in the Buyer’s possession shall be presumed to belong to Dunstable Glass unless the Buyer can prove otherwise.
8.5. Until ownership of and title to any goods owned by Dunstable Glass passes to the Buyer (and providing the goods are still in existence and have not been resold), Dunstable Glass shall be entitled at any time to require the Buyer to deliver up such goods to Dunstable Glass and, if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or any third party where such goods are stored and repossess them. The Buyer shall procure that any third party which holds such goods shall permit Dunstable Glass to take possession of them and shall indemnify Dunstable Glass against any liability which it may incur to such third party in connection with taking or attempting to take possession of them. Dunstable Glass shall be entitled to use or dispose of such goods as it wishes. Unless Dunstable Glass expressly elects otherwise any contract between it and the Buyer for the supply of the Products shall remain in existence notwithstanding any exercise by Dunstable Glass of any of its rights under this clause 9.
8.6. The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any goods which remain the property of Dunstable Glass, but if the Buyer does so, all monies owing by the Buyer to Dunstable Glass shall (without prejudice to any other right or remedy of Dunstable Glass) forthwith become due and payable.
9.1. Dunstable Glass shall be entitled to terminate the Contract forthwith by notice in Writing to the Buyer if:- 9.1.1. The Buyer commits an irremediable breach of the Contract, persistently repeats a remediable breach or commits any remediable breach and fails to remedy it within 30 days of receipt of notice of the breach requiring remedy of the same; or 9.1.2. The Buyer makes any voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of solvent amalgamation or reconstruction); or 9.1.3. An encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer; or 9.1.4. The Buyer ceases to carry on business; or 9.1.5. Where the Buyer is resident in a jurisdiction other than England and Wales, an event similar to any of those specified in sub-clauses 10.1.2 and 10.1.3 occurs to or in relation to the Buyer; or 9.1.6. Dunstable Glass reasonably apprehends that any of the events specified in sub-clauses 10.1.2 to 10.1.5 inclusive is about to occur in relation to the Buyer and notifies the Buyer accordingly.
9.2. Termination of the Contract under this clause 10 shall not affect the accrued rights and obligations of the parties.
9.3. In the event of termination of the Contract by Dunstable Glass then, without prejudice to any other right or remedy available to Dunstable Glass, Dunstable Glass shall be entitled to cancel or suspend any further deliveries under it without any liability to the Buyer and, if the Products have already been delivered but not paid for, the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
10.1. The rights and remedies available to Dunstable Glass under the Contract shall be without prejudice to any other rights and remedies, either at common law or under statute, which it may have against the Buyer.
10.2. The failure or delay of Dunstable Glass to enforce or to exercise, at any time or for any period of time, any term of or any right, power or privilege arising pursuant to the Contract does not constitute and shall not be construed as a waiver of such term or right and shall in no way affect Dunstable Glass’s right later to enforce or exercise it nor shall any single or partial exercise of any remedy, right, power or privilege preclude any further exercise of the same or the exercise of any other remedy, right, power or privilege.
10.3. The invalidity or unenforceability of any term of, or any right arising pursuant to the Contract shall not in any way affect the remaining terms or rights which shall be construed as if such invalid or unenforceable term or right did not exist.
10.4. Any notice or communication in Writing required or permitted to be served on or given to either party under the Contract shall be sent to the other party at its address which it has last notified to the sending party prior to the date of the notice and shall be deemed to have been served or given when actually received or, if sent by mail to such address and returned marked “gone away” or “not known” or to the like effect, on return of such mail.
10.5. The Contract is personal to the Buyer and the Buyer may not assign, transfer, sub-contract or otherwise part with the Contract or any right or obligation under it. Dunstable Glass may sub-contract the manufacture and/or supply of the Products.
10.6. Neither party shall be liable to the other if its performance of its obligations under the Contract (other than an obligation to pay money) is prevented or hindered due to any circumstances outside its control provided that both parties shall use their reasonable endeavours to remove or avoid the effects of such cause(s) of nonperformance and shall continue performance of its obligations under the Contract without delay whenever such cause(s) cease(s) to have effect.
10.7. No agent of Dunstable Glass has any authority to accept any order or make any contract binding on Dunstable Glass.
10.8. The Contract and the Dunstable Glass Warranty contain all the terms agreed by the parties relating to the subject matter of the Contract and the Dunstable Glass Warranty and supersede any prior agreements, understandings or arrangements between them, whether oral or in writing, express or implied, and no representation (unless made fraudulently), undertaking or promise shall be taken to have been given or implied from anything said or written in negotiations between the parties prior to the Contract except as set out in the Contract or the Dunstable Glass Warranty.
10.9. In the event of any conflict between the provisions of the Contract and of any other document referred to in it, the provisions of the Contract shall prevail.
10.10. The construction, validity and performance of the Contract is governed by the law of England and the parties accept the jurisdiction of the English Courts. The Buyer shall have the right to commence proceedings solely in the English Courts but Dunstable Glass shall have the right to commence proceedings either in the English Courts or in the courts of the country in which the Products are delivered or of the country in which the Buyer is resident or which otherwise have jurisdiction in accordance with any international convention.