1.DEFINITIONS AND INTERPRETATION

1.1 In this Contract, the following terms shall have the meanings set out below unless the context otherwise requires: “Contract” means these Terms and Conditions together with the relevant Order accepted by the Supplier. “Customer” means the customer of the Supplier. “Data Protection Legislation” means, until the GDPR is no longer directly applicable in the UK, the General Data Protection Regulation ((EU) 2016/679) and any applicable national laws, regulations, and secondary legislation as amended or updated from time to time in the UK, and thereafter any successor legislation, including the Data Protection Act 2018. “Liability” has the meaning set out in Clause 6.6.2. “Order” means a Customer’s request to the Supplier for the delivery of certain Products. “Party” means either the Customer or the Supplier. “Payment” has the meaning set out in Clause 4.1. “Price” means the price payable by the Customer to the Supplier for the delivery of Products as set out in the Supplier’s written published price list or as otherwise agreed in writing. “Products” means any products delivered or to be delivered by the Supplier to the Customer under this Agreement. “Supplier” means Penguins BM Ltd, a company registered in England under number 12577820, with its registered office at 337 Athlon Road, Wembley, London. “Business Day” means any day other than (i) Saturday, (ii) Sunday, or (iii) a day on which clearing banks are not open for business in London.

1.2 References to “Clauses” are to clauses in these Terms and Conditions.

1.3 The headings in these Terms and Conditions are for convenience only and do not affect their interpretation.

1.4 Words importing the singular include the plural and vice versa; references to any gender include all genders.

1.5 References to “includes”, “including” or similar expressions shall be interpreted as meaning without limitation.

1.6 References to any statute or statutory provision include any subordinate legislation made under it, any amendments, re-enactments (with or without modification), or replacements thereof.

1.7 References to “in writing” or “written” (except when referring to notice under Clause 11) include communication by electronic means.

2.AGREEMENT

2.1 These Terms and Conditions apply exclusively to the delivery of all Products by the Supplier and exclude any terms proposed, submitted, or specified by the Customer. By submitting any delivery instructions or accepting delivery of the Products, the Customer unconditionally accepts these Terms.

2.2 Except as expressly provided in this Agreement, it supersedes and excludes all prior agreements, arrangements, or understandings, whether written or oral, between the Parties relating to the subject matter of this Agreement. Neither Party relies on any representations not expressly included herein, except in cases of fraudulent misrepresentation or misrepresentation regarding essential matters. Each Party confirms that it has not entered into this Agreement based on any representation not included in it.

2.3 This Agreement, including any documents referred to herein, constitutes the entire understanding between the Parties regarding its subject matter and supersedes all prior agreements, oral or written, express or implied.

2.4 Measurements in Supplier’s brochures or promotional materials are approximate and intended only to provide a general idea of the size and dimensions of the Products. The Supplier may make reasonable changes to the Products. Any samples, drawings, descriptive materials, or advertisements provided by the Supplier are for illustrative purposes only and do not form part of this Agreement nor have contractual force.

2.5 Any quotation or cost estimate provided by or on behalf of Penguins BM Ltd, whether written or oral, constitutes an invitation to treat only and is valid for 30 days. Prices stated in quotations are subject to change.

2.6 The Customer’s Order constitutes an offer to purchase Products under these Terms. The Agreement becomes legally binding and effective only when the Supplier expressly accepts the Customer’s Order. Until such acceptance, any offer made by the Supplier remains an invitation to treat and cannot be accepted by the Customer’s Order alone.

2.7 The Customer is responsible for ensuring that all information provided is complete and accurate. The Customer guarantees that the Order and Products meet its specific requirements.

2.8 Once the Agreement is legally binding, cancellation of the contract requires the written consent of the other Party and is at their sole discretion.

2.9 Each Order constitutes a separate contract. Multiple agreements may exist simultaneously between the Parties.

3.DELIVERY AND RISK

3.1 In return for payment of the Price and any other amounts due under this Agreement, the Supplier shall deliver the Products specified in the Customer’s Order.

3.2 The Supplier aims to deliver most Orders within approximately two Business Days from receipt of the Order; however, delivery times are estimates only and are not guaranteed. The Supplier will use reasonable efforts to meet any agreed delivery timeframe and comply with the Customer’s reasonable delivery instructions. No delivery timeframe from any prior contract applies to this Agreement.

3.3 Most Orders are fulfilled by third-party carriers. Therefore, the Supplier does not accept liability for damage or non-delivery caused by such third parties.

3.4 The Customer shall insure the Products at their full value against all risks from the moment the risk transfers to the Customer until legal title passes in accordance with Clause 4. Upon request, the Customer shall provide proof of such insurance to the Supplier. In the event of loss, damage, or destruction of the Products, the Customer shall hold any insurance proceeds on behalf of the Supplier pending payment.

3.5 The Supplier reserves the right to delay delivery or cancel any Order if the Customer’s outstanding balance exceeds the Supplier’s credit limit or if any payment due from the Customer remains unpaid.

3.6 Packaging shall conform to the Supplier’s usual standards. The Supplier may charge the Customer for packaging materials and labor at standard rates. Charges for pallets may apply; pallet payments are refundable if returned in good condition within seven days of delivery. Polyethylene bags are non-returnable. Special packaging requests require the Supplier’s prior consent and may incur additional charges.

3.7 The Customer is solely responsible for the disposal of any waste generated from the Products and must comply with all applicable laws and regulations. The Customer shall indemnify the Supplier against any losses, claims, or fines arising from non-compliance.

3.8 The Supplier may deliver Products in installments. The Supplier may invoice each installment separately.

3.9 Any delay or failure to deliver any installment shall not entitle the Customer to cancel or terminate this Agreement or affect obligations relating to other installments.

3.10 Unless otherwise agreed in writing, delivery shall be ex works (Incoterms 2010) from the Supplier’s usual shipping location within the UK. In case of conflict, this Agreement shall prevail over Incoterms.

3.11 The Customer must ensure adequate access for delivery. Deliveries will be made to the curbside only. The Customer must ensure that personnel are available to unload the Products upon delivery.

3.12 The Customer is responsible for unloading the Products at the Delivery Address immediately upon arrival of the delivery vehicle.

3.13 If the Customer is unavailable to receive the delivery, redelivery may be subject to additional charges. The Customer agrees to arrange redelivery within two Business Days.

3.14 If the Supplier delivers to the Customer’s premises, the Supplier may unload the Products at the delivery location or any other reasonable place designated by the Supplier. The Customer shall provide safe and accessible routes to the delivery point.

3.15 The Customer may be required to sign a Bill of Lading or other delivery documents upon receipt, confirming the Products and quantities delivered. The Customer should inspect the Products and packaging for visible damage and note any defects at the time of signing.

3.16 The Supplier shall not be liable for any failure to deliver caused by Force Majeure events or by the Customer’s failure to provide necessary information or access.

4.TITLE

4.1 Regardless of delivery, title and ownership of the Products shall not pass to the Customer until the Supplier has received in full (in cleared funds) all amounts due in respect of:

4.1.1 the Products; and
4.1.2 all other amounts owed by the Customer to the Supplier on any account (together, the “Payment”).

4.2 Until Payment has been made in full, the Customer shall:
4.2.1 hold the Products on a fiduciary basis as the Supplier’s bailee and keep them safe;
4.2.2 maintain the Products in good and saleable condition;
4.2.3 keep an up-to-date record of the location of the Products and provide it to the Supplier upon request;
4.2.4 notify the Supplier immediately if it becomes subject to any of the events set out in clause 8.2;
4.2.5 provide the Supplier with any information about the Products as reasonably required;
4.2.6 not remove, deface or obscure any identifying marks or packaging on the Products; and
4.2.7 keep the Products separate from other goods so that they remain readily identifiable as the Supplier’s property.

4.3 The Customer may resell the Products before Payment only in the ordinary course of business and at full market value, provided that:
4.3.1 any such resale shall be as principal (not as agent) for the Supplier’s property; and
4.3.2 the Customer remains liable to pay the Supplier for the Products. Upon request, the Customer shall assign to the Supplier any rights to payment from the third-party buyer to the extent of the amount owed to the Supplier.

4.4 Until legal title passes, the Supplier may at any time recover possession of the Products. The Supplier may require the Customer, at the Customer’s expense, to return the Products within three days of a written request. The Customer hereby grants the Supplier and its agents a license to enter premises owned or occupied by the Customer to recover the Products. The Customer indemnifies the Supplier against all claims, damages, costs, or expenses arising from such recovery.

4.5 If before title passes to the Customer, the Customer becomes subject to any of the events in clause 8.2, the Supplier may immediately terminate the Customer’s right to resell or use the Products. The Supplier may recover the Products and payment for the Products, regardless of ownership.

4.6 The Supplier’s rights under this clause 4 shall survive termination of this Agreement.

5.WARRANTY

5.1 Subject to the provisions of this clause 5, the Supplier warrants that, upon delivery, the Products:
5.1.1 will approximately match the quantity stated in the Order, except where delivered in parts (see clause 5.2); and
5.1.2 are free from material manufacturing defects and conform to the industry standards described in the Order. Unless expressly agreed in writing by an authorized representative of the Supplier, no warranty is given for a specific grade, fine tolerance, or special characteristic.

5.2 If the Supplier delivers a smaller quantity than ordered, the Supplier may, at its sole discretion, deliver the missing quantity. The Customer must notify the Supplier of any deficiencies in writing within two Business Days of receipt.

5.3 The Supplier shall, at its discretion, repair, replace, refund, or issue a credit note for Products that do not comply with the warranty, provided that:
5.4 The Supplier’s liability applies only if:
5.4.1 The Customer notifies the Supplier of the defect or damage promptly, within two Business Days of delivery, or within five Business Days of discovery if not reasonably apparent at delivery;
5.4.2 The Customer provides the Supplier with all relevant documents and information, including consignment numbers;
5.4.3 The defect is due solely to manufacturing or material faults, not caused by misuse, neglect, improper care, unauthorized modification, or normal wear and tear;
5.4.4 The defective Products are returned to the Supplier at the Customer’s expense if requested;
5.4.5 The Customer allows the Supplier to inspect, repair, or replace the Products;
5.4.6 The Customer has paid in full for the Products.

5.5 The Supplier excludes liability for defects caused by:
5.5.1 Continued use after notification without Supplier consent;
5.5.2 Failure to follow Supplier’s instructions regarding storage, installation, or use;
5.5.3 Designs or specifications provided by the Customer;
5.5.4 Unauthorized alterations or repairs;
5.5.5 Normal wear and tear or external damage;
5.5.6 Changes made to comply with legal requirements.

5.6 Warranty is only provided to the original Customer and is not transferable to third parties.

5.7 The Customer must mitigate any damage caused by incorrect, delayed, or defective deliveries.

5.8 Custom-made Products are non-returnable and non-cancellable, except as provided under clauses 5.1, 5.3, and 5.4.

5.9 Except as stated, all implied warranties are excluded to the fullest extent permitted by law.

5.10 Supplier’s liability under this warranty is exclusive and replaces all other warranties.

5.11 Implied terms under the Sale of Goods Act 1979 sections 13-15 are excluded to the fullest extent permitted.

5.12 These terms also apply to repaired or replaced Products.

6.RESPONSIBILITY

6.1 This clause 6 takes precedence over all other clauses and sets out the Supplier’s entire liability and the Customer’s sole and exclusive remedies with respect to:
6.1.1 the performance, non-performance, presumed performance, delay in performance, or improper performance of this Agreement or any goods or services related to this Agreement; or
6.1.2 otherwise in connection with this Agreement or the conclusion of this Agreement.

6.2 The Supplier does not exclude or limit its Liability for:
6.2.1 its fraudulent misrepresentation; or
6.2.2 death or personal injury caused by the negligence of its employees, agents or subcontractors (if applicable); or
6.2.3 any breach of non-excludable obligations under the law relating to the right to supply the goods; or
6.2.4 the delivery of a defective Product pursuant to Part I of the Consumer Protection Act 1987; or
6.2.5 any other liability that cannot be excluded or limited under applicable law.

6.3 Subject to clause 6.2, the Supplier shall not be liable in any way in relation to this contract, tort (including negligence), breach of statutory duty, or otherwise for:
6.3.1 indirect or consequential losses, damages, costs or expenses;
6.3.2 loss of actual or anticipated profits;
6.3.3 loss of contracts;
6.3.4 loss of use of money;
6.3.5 loss of anticipated savings;
6.3.6 loss of income;
6.3.7 loss of goodwill;
6.3.8 loss of reputation;
6.3.9 ex gratia payments;
6.3.10 loss of business;
6.3.11 loss of working time;
6.3.12 loss of opportunity; or
6.3.13 loss, corruption or alteration of data; whether such losses were reasonably foreseeable, and whether the Supplier, its agents or contractors were informed of the possibility of such losses. For the avoidance of doubt, clauses 6.3.2 to 6.3.13 apply whether such losses are direct, indirect, consequential or otherwise.

6.4 Subject to clause 6.2, Supplier’s total aggregate liability will be limited to the greater of: (a) £1,000; or (b) 110% of all amounts paid and payable under this Agreement.

6.5 The Customer shall take all reasonable steps to make contingency arrangements and insure against any loss, liability, cost or expense arising from delay, damage or non-delivery of Products.

6.6 In this clause 6:
6.6.1 “Breach of duty” means a breach of any (i) obligation arising out of express or implied contractual terms to exercise due care or ability to perform the contract or (ii) customary duty to take reasonable care or perform reasonable skill (but not any stricter duties); and
6.6.2 “Liability” means liability arising out of or for breach of contract, breach of duty, misrepresentation, reimbursement or any other cause of action related to or resulting from this Agreement, including liability expressly provided for in this Agreement or arising from invalidity or unenforceability of any term of this Agreement (and for the purposes of this definition, any reference to this “Contract” is deemed to include any ancillary contracts).

7.PRICE

7.1 The Customer shall pay the Supplier the Price and other amounts due under this Agreement, and within the required time.
7.2 Unless otherwise expressly agreed in writing by the Supplier:
7.2.1 The Supplier may invoice the Customer for the Price (or relevant part) and other amounts due in connection with the Price prior to delivery of the Products; and
7.2.2 The Customer shall pay the Supplier in full prior to delivery of the Products.
7.3 If the Supplier invoices the Customer for the Price (or relevant part) after delivery of the Products, and the Customer is not a credit customer to whom the Supplier has agreed to extend credit, the Customer shall immediately pay the invoice in full in cleared funds.
7.4 Payments for all invoices shall be made to the bank account specified in writing by the Supplier. Time of payment is of the essence.
7.5 If the Supplier requires payment prior to delivery, delivery of the Products shall occur only after receipt of cleared funds in full.
7.6 If the Supplier agrees in writing to grant the Customer credit, unless otherwise agreed and subject to any credit limit set and updated by the Supplier without notice, the Customer shall pay by the end of the calendar month following the month in which the invoice was issued.
7.7 The Price and any other amounts payable under this Agreement do not include value added tax or any other sales, import, or export duties or taxes, which shall be payable in addition at the same time as payment of the Price.
7.8 The Supplier may, by notifying the Customer prior to delivery, increase the Price to reflect increases in costs resulting from:
7.8.1 factors beyond Supplier’s control (including currency fluctuations, increases in taxes, duties, labor, materials, or other production costs);
7.8.2 Customer’s requests to change delivery dates, quantities, or types of Products ordered; or
7.8.3 any delay caused by Customer’s instructions or failure to provide relevant or accurate information or instructions.
7.9 The Customer shall pay the Supplier by any payment method reasonably determined by the Supplier.
7.10 Unless otherwise agreed, payment shall be made in the currency valid in England at the time.
7.11 Payment is considered made when the Supplier receives cleared funds in full.
7.12 All payments due shall be made without any deductions, set-offs, or withholdings.
7.13 If the Customer defaults on any payment due under this Agreement or any other agreement with the Supplier, the Supplier may (without prejudice to any other rights or remedies):
7.13.1 charge interest on overdue amounts at the annual rate specified in section 6 of the Late Payments of Trade Debts Act, accruing daily and compounded monthly, from the due date until payment (including after judgment);
7.13.2 require immediate payment of all outstanding amounts, whether or not due;
7.13.3 sell or otherwise dispose of any Products subject to any Order, whether or not intended for resale, applying the proceeds to the overdue amounts; and
7.13.4 suspend performance of this Agreement and any other agreements until full payment is made.

8.PERIOD AND TERMINATION

8.1 This Agreement shall become effective when it becomes legally binding in accordance with clause 2.7 and, unless terminated earlier by either Party exercising any right of termination set out in this Agreement, it shall remain in effect until:
8.1.1 the Customer has fully paid all amounts due under this Agreement; and
8.1.2 the Supplier has delivered all Products to the Customer.

8.2 Either Party may terminate this Agreement immediately by giving written notice to the other Party if:
8.2.1 the other Party has materially breached any of its obligations under this Agreement or any other agreement between the Parties and such breach is irremediable; or
8.2.2 the other Party fails to remedy, as far as it is able, a material breach of any of its obligations under this Agreement or any other agreement between the Parties within at least 30 days after receiving a written request to do so; or
8.2.3 the other Party notifies any of its creditors that it has suspended or intends to suspend, or is unable to pay its debts (as defined in section 123 of the Insolvency Act 1986), or an order is made, or a decision is taken, to dissolve or liquidate the other Party, or an administrative order is issued, or an administrator, trustee, or receiver is appointed to manage the affairs, assets or business of the other Party, or circumstances exist that entitle a court or creditor to make such appointments, or if the other Party takes any similar or analogous actions as a result of its debts.

8.3 The Supplier may terminate this Agreement if the Customer is late with payment of any amounts due under this Agreement or any other agreement between the Parties by at least five Business Days.

8.4 Termination of this Agreement shall be without prejudice to any accrued rights or remedies of either Party.

8.5 Termination shall not affect the survival of any provisions expressly or impliedly intended to survive termination.

8.6 Upon termination for any reason and without limiting other rights and remedies:
8.6.1 the Supplier shall cease to perform its obligations under this Agreement; and
8.6.2 all outstanding amounts shall become immediately due and payable, whether or not invoiced.

8.7 Without limiting other rights or remedies, the Supplier may suspend delivery of Products under this Agreement or any other agreement with the Customer if the Customer becomes subject to any of the events listed in clause 8.2, or if the Supplier reasonably believes the Customer intends to become subject to any of them, or if the Customer fails to pay any amount due under this Agreement by the due date.

9.RETURN ACCOUNT

9.1 If the Supplier has agreed to provide the Customer with a Withdrawal Account, the Customer may deposit funds from time to time into the bank account designated by the Supplier. The Customer may then purchase Products by debiting the amounts from this Withdrawal Account.

9.2 Upon receipt of funds into the Customer’s Withdrawal Account, the Supplier is irrevocably authorized to use those funds to pay for any Products ordered by the Customer under this Agreement.

9.3 If the Customer’s Withdrawal Account does not contain sufficient funds to cover a Product Order in full, the Supplier may refuse to accept the Order until sufficient funds have been deposited. If the Supplier nonetheless delivers the Products despite insufficient funds, the Customer shall promptly pay the outstanding balance in full with cleared funds.

9.4 For clarity, the warranty provisions in clause 5 apply to any Products purchased through the Withdrawal Account.

9.5 The Customer may request a refund of any remaining funds in the Withdrawal Account at any time. The Supplier shall refund such amounts as soon as reasonably practicable, provided that the Supplier may offset any outstanding amounts owed by the Customer against the refund.

10.FORCE MAJEURE

10.1 Except for obligations related to the payment of the Price, neither Party shall be liable for any failure, delay, or obstruction in performing its obligations under this Agreement caused by circumstances beyond its reasonable control (“Force Majeure Event”). Such events include, but are not limited to: acts or omissions of third parties (including suppliers, couriers, hackers, governments, quasi-governmental, supranational or local authorities), import or export restrictions, uprisings, riots, civil war, war, acts or threats of war, armed conflicts, sanctions, embargoes, breakdown of diplomatic relations, national emergencies, terrorism, nuclear, chemical or biological contamination, piracy, arrests by competent authorities, blockades, strikes, lockouts, epidemics, fires, explosions, storms, floods, droughts, adverse weather conditions, loss at sea, earthquakes, natural disasters, accidents, structural collapses, machinery or equipment failures, breakdowns of utilities (including electrical, telecommunications, water, gas, postal, courier, internet), or inability to obtain supplies, materials, equipment, or transportation, regardless of whether such events were foreseeable.

10.2 Each Party shall promptly notify the other Party upon becoming aware of a Force Majeure Event, providing reasonable details of the circumstances.

10.3 The obligations of the affected Party shall be suspended for the duration of the Force Majeure Event, and the time for performance shall be extended accordingly.

10.4 In case of delay caused by Force Majeure, both Parties shall accept performance to the extent possible under the circumstances.

10.5 If a Force Majeure Event continues without interruption for more than one month, either Party may terminate this Agreement immediately upon written notice to the other Party, without liability for such termination.

10.6 If the Supplier has contracts to supply identical or similar products to multiple customers and cannot fully perform due to a Force Majeure Event, the Supplier may decide, at its sole discretion, which contracts to perform and to what extent.

11.DATA PROTECTION

11.1 Both Parties shall comply with all applicable data protection laws. This clause 11 is additional to and does not relieve, remove, or replace a Party’s obligations under data protection law.

11.2 The Parties acknowledge that for the purposes of data protection law, the Customer is the data controller and the Supplier is the data processor (as defined under data protection law).

11.3 Without prejudice to clause 11.1, the Customer shall ensure that it has obtained all necessary and appropriate consents and notices to enable the lawful transfer of Personal Data to the Supplier for the duration and purposes of this Agreement.

11.4 Without prejudice to clause 11.1, the Supplier shall, in relation to any Personal Data processed in connection with the performance of its obligations under this Agreement:

11.4.1 process Personal Data only on the documented instructions of the Customer, unless required to do otherwise by applicable law of any EU Member State or Union law (“Applicable Law”). Where the Supplier relies on Applicable Law to process Personal Data, it shall inform the Customer of such legal requirement before processing, unless prohibited by law;

11.4.2 ensure it has appropriate technical and organizational measures to protect against unauthorized or unlawful processing, accidental loss, destruction, or damage of Personal Data, considering the nature of the data and the risks involved, including, where appropriate, pseudonymization, encryption, confidentiality, integrity, availability, and resilience of systems and services;

11.4.3 ensure that all employees authorized to process Personal Data are committed to confidentiality;

11.4.4 not transfer Personal Data outside the European Economic Area without the Customer’s prior written consent and only if:

(i) appropriate safeguards are provided;

(ii) data subjects have enforceable rights and effective legal remedies;

(iii) the Supplier complies with its obligations under data protection law to ensure adequate protection; and

(iv) the Supplier follows reasonable instructions given in advance by the Customer regarding processing;

11.4.5 assist the Customer, at the Customer’s expense, in responding to data subject requests and ensuring compliance with data protection law obligations;

11.4.6 notify the Customer without undue delay of any Personal Data breach;

11.4.7 upon termination of this Agreement and at the Customer’s written instruction, delete or return Personal Data unless retention is required by law;

11.4.8 maintain records and information to demonstrate compliance with this clause.

11.5 The Customer does not consent to the Supplier appointing any third party to process Personal Data under this Agreement.

11.6 Either Party may, upon at least 30 days’ prior written notice, amend this clause 11 by replacing it with applicable standard contractual clauses or similar terms under a certification scheme, which shall become effective upon attachment to this Agreement as an appendix.

12.NOTES

12.1 Any notices required or authorized to be given under this Agreement shall be in writing and may be delivered in person, by overnight courier, or by fax to the relevant Party at the address or fax number provided in this Agreement or to such other address or fax number as the relevant Party may notify in writing to the other Party for this purpose.

12.2 Any notice sent by overnight courier shall be deemed received two (2) business days after dispatch. Any notice sent by fax shall be deemed received upon confirmation of successful transmission by the sender’s fax machine. It shall be sufficient to prove that the notice was properly addressed and sent in accordance with this clause.

13.GENERAL

13.1 Unless a Party expressly waives a particular right or remedy in writing in a specific case, no negligence, delay, or failure by either Party to exercise any right or remedy under this Agreement or the law shall be construed as a waiver of such right or remedy. No waiver in any particular case shall extend to any other or subsequent event or affect any other rights or remedies under this Agreement or the law.

13.2 If any clause or provision of this Agreement is found by a court of competent jurisdiction to be invalid or unenforceable, such invalidity shall not affect the validity or enforceability of any other clause or provision, all of which shall remain in full force and effect.

13.3 The Supplier may assign, transfer, mortgage, charge, subcontract, or otherwise deal with all or any of its rights or obligations under this Agreement.

13.4 The Customer may not assign, transfer, mortgage, charge, subcontract, declare a trust, or otherwise deal with any or all of its rights or obligations under this Agreement without the prior written consent of the Supplier.

13.5 No amendment to this Agreement shall be effective unless made in writing and signed by both Parties (or their authorized representatives).

13.6 Any failure or delay by a Party to exercise any right or remedy under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor prevent or limit the further exercise thereof. No single or partial exercise of any right or remedy shall preclude or limit the further exercise of that or any other right or remedy.

13.7 Nothing in this Agreement shall create or be deemed to create a partnership, agency, or employer-employee relationship between the Parties.

13.8 No third party shall have any right to enforce any term of this Agreement under any law.

Governing Law and Jurisdiction

This Agreement and any dispute or claim arising out of or in connection with it, including non-contractual disputes or claims, shall be governed by and construed in accordance with English law. The Parties irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement.