Trading Terms and Conditions

All products and services are supplied under these Trading Terms and Conditions unless your organisation has either a Master Supply Agreement or Framework Agreement in place with Quadris.

1.  Definitions and Interpretation

1.1 In these terms and conditions the following words have the meanings given: –

“Business Day” means any day other than a Saturday, Sunday or a public or bank holiday in England, Wales, Scotland or Northern Ireland;

“Confidential Information” all information of whatsoever nature (whether oral, written or in any other form) containing or consisting of material of a technical, operational, administrative, economic, marketing, planning, business or financial nature or in the nature of intellectual property of any kind or in the nature of Specifications and relating either to the Products, the Seller or the Buyer (as the case may be);

“Contract” means a contract for the purchase by the Customer of Products or Services from Quadris incorporating these terms and conditions and arising from the acceptance by Quadris of an Order;

“Customer” means the firm or company ordering Products or Services; 

“Default” shall mean any breach by either party of its obligations under a Contract, any default, act, omission, negligence or statement by either party, its employees, agents or sub-contractors arising out of or in connection with a Contract and in respect of which either party may be legally liable;

“Delivery Address” the address for delivery of the Products as stated on the Purchase Order;

“Group” means in relation to any party that company and every other company which is for the time being a subsidiary or holding company (as defined in the Companies Act 1985) of that company or a subsidiary of such holding company;

“Intellectual Property Rights” means copyright, patent, trademark, service marks, registered designs, know-how, confidential information, trade or business names or other similar rights together with applications for any of the foregoing;

“Licence Agreement” means any licence agreement relating to use of the Software;

“Order” means any written acknowledgement to purchase Products, or Products and Services, received by Quadris from the Customer. This may include an email. Where the Customer does not issue a Purchase Order reference the written order will be deemed to be an authorised order to supply the Products and / or Services;

“Price” the price payable for the Products as specified in the Purchase Order and payable in accordance with the terms of this Agreement;

“Products” such products to be sold by the Seller to the Buyer as may be determined from time to time by the Seller and Buyer;

“Purchase Order” the buyers purchase order for the Products, which shall mean any medium that references the Quotation;

“Quadris” means Quadris or any such other company as Quadris may appoint as sub-contractor to provide the Services to the Customer;

“Quotation” a description of the Products and Services and their associated Price. Each quotation shall have its own reference number;

“Services” means any configuration or installation services provided by Quadris in conjunction with the supply of Products;

“Software” means any computer software supplied by Quadris, whether provided as a service or embodied in ROM, RAM, and firmware or on disk, tape or other media; and

“Specifications” any plans, drawings, data or other information relating to the Products.


1.2 All other words and expressions are to be given their normal English meaning taken in the context of the Contract. Any dispute as to the meaning of a word is to be settled by reference to the Oxford English Dictionary.

 1.3 Any reference to a clause shall mean a clause of these terms and conditions unless otherwise stated.

 1.4 The use of headings in these terms and conditions shall be for convenience only and shall not affect the interpretation of these terms and conditions.

 1.5 Reference to any statute or statutory provision or any other regulation includes any provision which subsequently supersedes it or re-enacts it (whether with or without modification).

 2.   Contract Formation

2.1 All Orders submitted by the Customer to Quadris and accepted by Quadris shall be subject to these following terms and conditions of which shall form part of and govern any Contract.

2.2 Acceptance by the Customer of any estimate or quotation for Products and/or Services issued by Quadris shall be deemed to be acceptance of these terms and conditions.

2.3 Any terms and conditions appearing in any Order or other document whatsoever issued by the Customer shall be void and of no effect and these terms and conditions shall override any previous agreements relating to the provision of Products or Services between the parties.

2.4 No waiver of or amendment to these terms and conditions shall be effective unless made in writing and signed by a director of Quadris. Purported amendments by e-mail or telephone will not be effective.

2.5 The Contract contains the entire agreement of the parties in relation to the supply of Products or Services by Quadris to the Customer and the Customer irrevocably waives any right it might have to claim for damages and/or to rescind a Contract because of any misrepresentation by Quadris (unless such misrepresentation was made fraudulently) or any warranty not contained in the Contract.

2.6 No Contract exists between the customer and Quadris until Quadris notifies the customer that Quadris have accepted the order and delivered the goods. Quadris may cancel the customer order if Quadris cannot supply the goods for any reason.

3.   Price

3.1 All prices for Products or Services stated in any Quotation, estimate or acceptance of order is that current on the day the Customer receives the Quotation or estimate.

 3.2  Quadris reserves the right to modify the prices from time to time.

 3.3 The price payable by the Customer for Products or Services will be the price as quoted in the Quotation and unless otherwise notified in writing will be:

(a) Exclusive of Value Added Tax or other applicable sales tax whether in substitution or in addition that shall be paid by the Customer at the rate from time to time in force.

(b) Exclusive of Quadris’s charges for delivery, handling or Services which will be added to Quadris’s invoice for the Products.

 3.4 Whilst every effort is made to ensure prices quoted and descriptions of goods indicated are fully verified at the time the customer places an order, if an error is found Quadris will inform the customer as soon as possible and provide them the option to continue with the order at the revised price or cancel the order.

4.   Payment

4.1 Quadris may at its discretion offer credit terms to the Customer subject to the status of the Customer and completion by the Customer of a credit application form supplied by Quadris. Such credit terms shall be determined by Quadris and confirmed in writing with the Customer. However, all Products and Services that are billed on a recurring monthly basis shall be collected by Direct Debit on or around the 10th of each month.

 4.2 Unless and until credit terms are granted, the Customer will pay for any Products or Services on a “cash with order” basis. Upon receiving a purchase order and request for Pro Forma invoice from the customer it is the customers duty to ensure the amount requested is paid in full and as one transaction within 5 working days of date of invoice. If the customer does not supply cleared funds into our bank account within this timeframe, Quadris  have the right to cancel the purchase order and leverage a charge of 10% of the total order value. Upon confirmation that the monies have been cleared by our bank, we will then supply a full tax invoice to replace the pro-forma. This will contain our VAT registration number for your records. Should you decide not to proceed with the order then Quadris are to be notified within 2 working days of the Pro Forma issue date and the order will be cancelled with no penalty.

 4.3 Where credit terms are granted, and unless other terms are granted in writing, the Customer will pay no later than 28 days following the date of Quadris’s invoice and Quadris reserves the right to suspend deliveries where payment is delayed.

 4.4 Where Credit terms are granted, no amendments will be effective unless made in writing by the Credit Manager. Purported Amendments by e-mail or telephone will not be effective.

 4.5 If Products are delivered in instalments Quadris reserves the right to invoice each instalment as and when delivery is made to the Customer in which case payment shall be due in accordance with clause 4.2 or 4.3 above notwithstanding non-delivery of other instalments or fulfilment of the entire order.

 4.6 If any payments are overdue the Customer may be placed on credit hold and no further Products or Services will be delivered or made available to the Customer until all payments due to Quadris under the Contract have been paid. Quadris may at it’s discretion, withdraw credit facilities in the event of any breach of this contract by the Customer.

 4.7 If payment is not received by the relevant due date Quadris may

(1) Charge the Customer interest on any overdue amount (on a daily basis) from the due date of payment to the date of actual payment (both dates inclusive) at the rate of four (4) per cent per annum above the Bank of England Base Rate for the time being in force.

(2) Take legal action for the recovery of any amount due and interest thereon at the rate specified in clause 4.7(2) above together with all collection and legal costs incurred.

 4.8 All payments made by the Customer to Quadris shall be in sterling in immediately available funds free and clear of any right of set off or counter claim or any withholding or deduction whatsoever.

 4.9 Only a director of the company may agree terms of payment whereby the Customer may defer payment to Quadris until receipt of monies from a third party.

 4.10 Any agreement in 4.9 must be in writing, prepared before and referred to in the Customer’s Purchase Order and will not constitute a guarantee of performance to the Customer of any third party.

 4.11 The customer agrees to make all payments due under this contract irrespective of any dispute or claim the Customer may have with or against any third party

 4.12 If in the unlikely event that a price quoted or shown on a checkout page is incorrect and this is discovered before Quadris accept the customer order, Quadris are not required to continue with the sale at the price shown. The customer will receive a full refund if any payment has been received should the customer not wish to proceed at the revised price.

5.  Title

5.1 Risk of damage to or loss of the Products shall pass to the Customer upon delivery to the address specified in the Purchase Order in accordance with Clause 6.

 5.2 Full legal, beneficial and equitable title to and property in any Products shall remain vested in Quadris (even though they have been delivered and risk has passed to the Customer) until:

(i) Payment in full of the purchase price (together with any interest and VAT thereon) and in cleared funds has been received by Quadris in respect of those Products; and

(ii) All other amounts payable by the Customer to Quadris have been received by Quadris.

 5.3 Title to and property in Products will remain with Quadris not withstanding that the relevant Products have been incorporated in or affixed to other products including, for the avoidance of doubt, the storage of or incorporation of any Software in ROM, RAM or any other hardware, software or firmware or other media whatsoever.

 5.4 Until full legal, beneficial and equitable title to and property in any Products passes to the Customer,

(a) The Customer shall hold the Products on a fiduciary basis as Quadris’s bailee

(b) The Customer will store those Products delivered to its premises in a proper manner and condition which adequately protects and preserves the products and shall insure them, without any charge to Quadris and not tamper with any identification upon the products or their packaging and shall ensure that they are stored separately from any other goods (whether or not supplied by Quadris) and are clearly identifiable as belonging to Quadris and Quadris shall be entitled to examine any such Products in storage at any time during normal business hours upon giving the Customer reasonable notice to do so.

(c) Quadris may at any time, on demand and with prior notice, require the Customer to deliver the Products up to Quadris and may repossess and resell the Products if any of the events specified in Clause 15 occurs or if any sum due to Quadris from the Customer under this contract is not paid when due.

 5.5 If the Customer fails to redeliver any Product on demand in accordance with clause 5.3, Quadris shall be entitled with notice, without incurring any liability to the Customer, to enter the Customer’s premises for the purpose of taking possession of the Product, and to take such steps as are necessary to remove the Product including the right to dismantle any product into which the Product has been incorporated and the right to detach the Product from any other goods to which the Product has been attached, provided that this can be done without damaging any product into which it has been incorporated.

 5.6 The Customer shall fully indemnify Quadris in respect of all Quadris’s costs (including legal costs) in connection with enforcing the provisions of clause 5.5.

 5.7 Quadris hereby authorises the Customer to use and/or sell the Products in the normal course of the Customer’s business and to pass good title in the Products to it’s customers, if they are purchasers in good faith without notice of Quadris’s rights. This right shall automatically cease on the occurrence of any event set out in Clause 15 and/or if any sum owed to Quadris by the Customer is not paid when due. If the Customer sells the Product prior to paying the full price thereof the Customer shall hold the proceeds of sale on trust for Quadris.

 5.8 Where a Product is sold or otherwise disposed of to a third party before title to and property in it has passed to the Customer, the sale will constitute a sale by the Customer of Quadris’s property, and the Customer shall hold on trust for Quadris such sum as represents, or is equivalent to, the price at which the Product concerned was invoiced by Quadris to the Customer.

 5.9 On termination under Clause 15.1(a) or (b) or upon the Customer entering into a voluntary arrangement, if the Customer has not received the proceeds of any such sale or disposition, it will, if required by Quadris, assign to Quadris forthwith all rights against the person, firm or company by whom the proceeds are owed, identify the person, firm or company and provide all relevant information relating to the transaction with the third party.

6.   Delivery

6.1 Quadris shall use its reasonable endeavour to deliver Products by the date stated upon the relevant acceptance of any Order but failure to do so shall not constitute a breach of this contract.

 6.2 Any dates quoted or mentioned by Quadris for delivery of the Products or the provision of the Services whether verbally or otherwise are estimates only and whilst Quadris will use all reasonable endeavours to meet such dates it cannot guarantee to do so.

 6.3 Time will not be of the essence in the delivery of the Products or the performance of the Services.

 6.4 Quadris shall deliver the Products to such address or addresses as notified by the Customer to Quadris for each order, subject to prior agreement with the Customer. Quadris shall be entitled to make partial deliveries of the Products or deliveries of the same by instalments. A signed delivery note shall be satisfactory proof that delivery has taken place.

 6.5 Notwithstanding clause 5 above, the risk in any Product shall pass to the Customer on delivery of the same to the Customer at the address given by the Customer to deliver the Products.

 6.6 All illustrations or specifications contained in any catalogues or publicity material produced by Quadris are approximate only and are only intended to convey a general idea of the Products or Services.

 6.7 Quadris will accept no liability for non-delivery of, loss of or damage to any Products occurring prior to the delivery of the same to the Customer and no claim that the Products are not in accordance with the Contract will be accepted by Quadris unless claims to that effect are notified in writing to Quadris (with a copy to Quadris’s carrier in the case of non-delivery, loss or damage):

(a) Within two days of delivery in the case of loss, damage, or non-compliance with the Contract; or

(b) Within two days of receipt of Quadris’s invoice in the case of non-delivery.

 6.8 In the event of a valid claim by the Customer under clause 6.7, Quadris will at its option replace or repair the Product at its own expense but will be under no other liability to the Customer with respect to such claim whether in contract or in tort. All Products (or any part) replaced by Quadris will become Quadris’s property upon replacement.

 6.9 If the Customer fails to give notice in accordance with clause 6.7, it will be deemed to have accepted the Products, the Products will be deemed to be in accordance with the Contract and the Customer will be bound to pay for the same.

 7.   Services

7.1 Where the Customer requires Quadris to carry out any configuration or installation services as defined in clause 1.1 herein either for the Customer and or the end-user Quadris shall do so as sub-contractor to the Customer and this agreement and the terms contained herein shall constitute the sub-contract.

 7.2 Quadris will use all reasonable endeavours to provide the Services in accordance with the terms of the Contract and will ensure that the Services will be provided with all reasonable care and skill and by suitably trained and qualified persons.

 7.3 If the Services are to be provided according to a time table (“the Timetable”) Quadris shall use all reasonable endeavours to adhere to the timetable in providing the Services but, save as stated herein, time shall not be of the essence in the provision of the Services.

8.   Cancellation and Returns

8.1  Upon receipt of a contract (Purchase order) for products or services the contract will be deemed as non-cancellable unless prior written agreement has been met. If the customer wishes to cancel this contract at any time prior to the delivery of goods and services, Quadris will enforce a 20% restock fee. This fee will be invoiced to the customer and will be paid under the customer’s normal credit terms. You are entitled to request a return of any goods if they are faulty or damaged within 5 working days from their receipt. Any damaged goods must be notified to us verbally (and in writing via e-mail or fax) within two working days of receipt. Any items found damaged after this time will not be accepted back for a return. As well as a full refund, Quadris will also refund any relevant consequential loss involved such as posting or delivery charges if the products are found to be faulty, sold incorrectly or otherwise not fit for their intended purpose. If you are returning a faulty item, first establish whether or not the good(s) are in fact faulty. It may well be that the item works perfectly well but does not tie in with your system correctly due to a configuration or set up problem. If you are unsure about any of this, please contact us and we can pass on the relevant manufacturers details.

 8.2 If the goods are definitely faulty or if they have been shipped in error, you need to complete the returns form.

 8.3 Once we have received and validated your form, you will be contacted and issued with a returns number (RMA number). This normally takes 1-2 business days but can take longer if any details on the form have been omitted. RMA numbers cannot be issued without our knowledge of the relevant serial numbers, invoice numbers and dates involved. Note that once issued, RMA numbers will only remain valid for a period of 10 working days. If goods are not returned within this period, the return will be closed. The Company must receive the completed RMA form back within 48 working hours from time of send. As soon as you have been issued with an RMA number, you can arrange for the goods to be returned to us. Quadris cannot accept responsibility for damages caused in transit so please ensure that:

8.3.1 The item(s) are properly packaged. Ensure that you use the original packaging and ensure that the products are wrapped securely to avoid movement/damage in transit. Items not packaged with a reasonable amount of care will be rejected;

8.3.2 No labels, stickers or any parts have been removed; and

8.3.3 The goods have not been defaced, altered, manhandled or subjected to any other form of intentional or careless damage.

 8.4 All supplied contents; inner and outer packaging, manuals, documentation and accessories must be included.

 8.5 No writing or markings are made on the packaging as this may affect our ability to accept the goods back. Goods are inspected by us on arrival and, if appropriate, tested. Where appropriate, replacement item(s) will be shipped. Quadris systems reserve the right to decide whether to issue replacement goods or a credit.  Items returned where Quadris have arranged collection, and do not conform to these requirements, will be charged according to any damage incurred. Quadris will only meet shipping costs for returns in the case of an error on our part or in cases where the goods are faulty, sold incorrectly or are not suitable for the purpose for which they are intended.

 8.6 The return of any products, whether correctly or incorrectly supplied, or whether faulty or damaged, may only be made with our prior authorisation. Any attempts to return products to us without following the procedures described above will be rejected.

9.   Errors and Omissions

9.1  Quadris makes every effort to ensure that all prices and descriptions quoted in whatsoever form are correct and accurate. However, the dynamics of the technology market makes it inevitable that mistakes will occasionally occur. In the case of a manifest error or omission, Quadris will be entitled to rescind the contract, notwithstanding that it has already accepted the Customer’s order and/or received payment from the Customer. Quadris’ liability in that event will be limited to the return of any money the Customer has paid in respect of the order. In the case of a manifest error in relation to price, the Customer will be entitled to purchase the goods by paying the difference between the quoted price and the correct price, as confirmed in writing by Quadris after the manifest error has been discovered.

9.2  A ‘manifest error’, as the term is used in clause 9.1 above, means, in relation to an incorrect price, a price quoted in error by Quadris which is more than 5% less than the price that would have been quoted had the mistake not been made.

10.   Warranties

10.1 Quadris, to the extent that it is permitted to do so, hereby assigns the benefit of any guarantee or warranty covering any defects in Products received by Quadris under an agreement with the manufacturer or supplier of the relevant Product.

 10.2 The warranty services (if any) will be that provided by the manufacturer and any validation procedures relating to that warranty service are the responsibility of the Customer.

 10.3 Quadris may in its discretion offer support or maintenance services with respect to Products.

 10.4 The warranty of the manufacturer or supplier is in lieu of all other terms or conditions whether express or implied concerning the quality or fitness for purpose of Products and all such other terms and conditions are hereby excluded.

 10.5 If any services are provided by Quadris, Quadris warrants that the Services will be carried out with reasonable care and skill and by suitably trained and qualified persons.

11.   Liability

11.1 Quadris will accept liability without limitation for death or personal injury caused by the negligence of Quadris (and for any fraudulent misrepresentation).

 11.2 The maximum liability of Quadris whether in contract, tort or otherwise for any direct physical damage to tangible property of the Customer caused by a Default by Quadris shall be limited to the lesser of £50,000 per incident or series of incidents or an amount equal to the sums paid by the Customer under the Contract during the preceding 6 months.

 11.3 The maximum aggregate liability of Quadris to the Customer whether in contract, tort or otherwise for any direct loss or damage (other than to tangible property) suffered by the Customer as a result of any Default of Quadris shall be limited in aggregate to the lesser of £25,000 or an amount equal to the sums paid by the Customer under the Contract during the preceding 12 months.

 11.4 Quadris shall not be liable to the Customer whether in contract, tort or

otherwise and even if foreseeable by or in the contemplation of Quadris for: –

(a) Any loss of profits, business, revenue, goodwill, data or anticipated savings, whether sustained by the Customer or any other person; or

(b) Any special, indirect, or consequential loss whether sustained by the Customer or any other person.

 11.5 Any advice or recommendations given to the Customer by Quadris or its employees or agents as to storage, application, use or preference of the goods which is not confirmed in writing by Quadris, is followed or acted upon entirely at the Customer’s own risk and accordingly Quadris shall not be liable for any such advice or recommendation which is not so confirmed.

12.   Intellectual Property Rights

12.1 All Intellectual Property Rights in or relation to the Products (including any manuals and operating documentation relating thereto) or in any materials (including Software) created by Quadris during the course of providing the Services shall vest in Quadris or its suppliers as the case may be and the Customer shall have no title to or interest in any such Intellectual Property Rights except to the extent specifically agreed by Quadris.

 12.2 The Customer will notify Quadris immediately if it becomes aware of any illegal or unauthorised use of any of the Products or any of the Intellectual Property Rights in the Products and will assist Quadris and/or its suppliers in taking all steps necessary to defend the owners’ rights.

 12.3 The Customer undertakes to ensure that any Software which is sold to end-users or any other third party will be accompanied by any Licence Agreement (whether shrink-wrap or otherwise) relating to that Software and any other documentation which Quadris or Quadris’s suppliers may require.

 12.4 Unless specifically authorised under a Licence Agreement, the Customer undertakes that it shall not (and that it shall not employ nor permit any third party) attempt to copy, adapt, amend, disassemble, de-compile or reverse engineer Software or any part thereof except to the extent allowed by English law.

13.   Confidentiality

13.1 Each party shall treat as confidential all information obtained from the other which is specifically designated as confidential or proprietary and shall not divulge such information to any person (except to such party’s own employees and then only to those employees who need to know the same) without the other party’s prior written consent.

 13.2 This clause shall not extend to any information which was rightfully in the possession of a party prior to the commencement of the negotiations leading to a Contract, which is already public knowledge or becomes so at a future date (otherwise as a result of a breach of the clause) or which is trivial or obvious.

 13.3 Each party shall ensure that its employees are aware of and comply with the provisions of this clause.

 13.4 This clause shall apply for a period of 2 years following any termination of this contract

14.   Termination

14.1 Without prejudice to any other rights or remedies Quadris might have against the Customer Quadris may terminate a Contract or suspend the performance of its obligations under a Contract forthwith by notice in writing to the Customer if: –

(a) The Customer defaults in making payment for any of the Products or Services supplied by Quadris within seven days of its due date; or

(b) The Customer defaults in any of its obligations under these terms or a Contract; or

(c) The Customer makes any voluntary arrangement with its creditors (within the meaning of the Insolvency Act 1986) or becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction) or a trustee receiver, administrative receiver or similar officer is appointed in respect of all or any part of the business or assets of the Defaulting Party; or

(d) The Customer is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 be unable to pay his debts or any steps are taken to wind up the Customer, or an administrator, administrative receiver or receiver is appointed over the Customer’s business or any part of its assets.

 14.2 Upon termination of a Contract under clause 15.1, Quadris shall have the right, without prejudice to any other right or remedy available, to enter the Customer’s premises and repossess the Product or any of them and shall have the right to dismantle any machinery, product, item or equipment into which the Product or any of them have been incorporated and the Customer shall be responsible for all Quadris’s costs and expenses in connection with so doing.

 14.3 Those clauses capable of surviving termination shall do so.

15.   Variations

15.1 Quadris reserves the right to modify these terms and conditions upon notice in writing to the Customer. Any such modification will apply on the effective date specified in the said notice to all Orders, which are accepted by Quadris on or after the date of notice. The Customer shall have thirty days from the date of notice within which to cancel any Order sent to Quadris prior to the date of notice and not accepted by Quadris at that date.

16.   Assignment

16.1 The Customer shall not assign or otherwise transfer any of its rights or obligations under a Contract whether in whole or in part without the prior written consent of Quadris, which shall not be unreasonably withheld.

17.   Invalidity

17.1 If any provisions, or portions thereof, of a Contract are held to be invalid and unenforceable under any applicable statute or rule of law, they are to that extent to be deemed omitted and the validity and/or enforceability of the remaining provisions of the Contract shall not be impaired or affected by that omission.

18.   Force Majeure

18.1 Neither Quadris nor the Customer shall be liable to the other or be deemed to be in breach of this Agreement by reason of any delay in performing, or any failure to perform, any of its obligations in relation to the Products, if the delay or failure is beyond that party’s reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond either party’s reasonable control: –

18.1.1 Act of God, explosion, flood, tempest, fire or accident

18.1.2 war, sabotage, insurrection, civil disturbance or requisition;

18.1.3 acts, restrictions, regulations, bye laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;

18.1.4 import or export regulations or embargoes;

18.1.5 strikes, lock-outs or other industrial actions or trade disputes (whether involving employees

of either the Seller or the Buyer or of a third party);

18.1.6 power failure or breakdown in machinery.

 19.   Notices

19.1 All notices that are required to be given hereunder shall be in writing and shall be sent to the registered address of the party in question.

20.  Export Control

20.1 The Customer acknowledges that certain Products may be subject to export controls imposed by United Kingdom or other Governments and undertakes to apply for and obtain any necessary licences or other consents that may be necessary to export or take any product (or any part thereof) out of the United Kingdom.

21.   Law

21.1 All Contracts shall be governed by, and construed in accordance with, English law and the parties submit to the exclusive jurisdiction of the English courts.

22.  Waiver

22.1 The waiver by either party of a breach or default of any of the provisions on this Agreement by either party shall not be construed as a waiver of any succeeding breach of the same or other provisions, nor shall any delay or omission on the part of either party to exercise or avail itself of any right, power or privilege that it has, or may have hereunder operates as a waiver of any breach or default by either party.

23.   Rights of Third Parties

23.1 The Contracts (Rights of Third Parties) Act 1999 shall not apply to this Contract. No person who is not a party to this Contract (including any employee, officer, agent, representative or subcontractor of either party) shall have the right (whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise) to enforce any term of this Contract which expressly or by implication confers a benefit on that person without the express prior agreement in writing of the parties which agreement must refer to this clause.

24.   Data Protection

24.1 Please note the following regarding Data Protection Act 1998. We may transfer information about you to our bankers/financiers for the purposes of providing services for the following:

(a) Obtaining credit insurance(b) Making credit reference agency searches(c) Credit control(d) Assessment and analysis, including credit scoring, product and statistical analysis.(e) Securitisation(f) Protecting our interests

 We will provide you with details of our bankers/financiers and that of any credit reference agencies used on request.