1.1 In these Conditions:
BUYER means the person who accepts a quotation of Outerspace for the sale of the SIP Panel Structure and/or performance of the Service or whose order for the SIP Panel Structure and/or Service is accepted by Outerspace.
CONDITIONS means the standard Terms and Conditions of Sale set out in this document and (unless the context otherwise requires) includes any special Terms and Conditions agreed in writing between the Buyer and Outerspace.
CONTRACT means the contract for the purchase and sale of the SIP Panel Structure and/or performance of the Service consisting of a signed front sheet, contractual documentation as disclosed in Condition 2.1, (in relation to Services) the Scope of Works, the Conditions and any schedules.
DESIGNS means any designs, drawings, plans, data or other information relating to the SIP Panel Structure.
INSTALLATION means all site preparations including but not limited to site clearance, groundworks, sub-structure works, landscaping, utilities connections and any internal fit-out.
INTELLECTUAL PROPERTY means all inventions, patents, utility models, designs (both registered or unregistered, database rights, copyright and trade marks (both registered and unregistered), together with all rights to the grant of and applications for the same and including all similar or analogous rights and all other rights in the nature of intellectual and industrial property throughout the world and all future rights of such nature.
LOSS means any costs, claims, proceedings, demands, damages, compensation, awards,
expenses (including professional) or other loss (including special, consequential, loss of
profit and other economic loss) whatsoever;
OUTERSPACE means Outerspace Group Ltd (registered in England and Wales under number 11489772).
SERVICE means the Service(s) (including any parts of the Service) which Outerspace is to supply in accordance with these Conditions, as more particularly described in the Scope of Works.
SCOPE OF WORKS: means the document setting out a reasonably detailed description of the Services to be provided in accordance with these Conditions.
SIP PANEL STRUCTURE means the SIP panel structure (including any instalment of the SIP panel structure or any parts for them) which Outerspace is to supply in accordance with these Conditions including SIP panel structures supplied as part of the Service.
1.2 Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
1.3 The headings in these Conditions are for convenience only and shall not affect their interpretation.
1.4 In these Conditions words importing the singular only shall include the plural and vice versa.
2 BASIS OF THE CONTRACT
2.1 The Buyer’s purchase order, or the Buyer’s acceptance of a quotation for a SIP Panel Structure and/or Services by Outerspace, constitutes an offer by the Buyer to purchase the SIP Panel Structure or Services specified in it on the Conditions. No offer placed by the Buyer shall be accepted by Outerspace other than:
2.1.1 by a written confirmation or acceptance issued and executed by Outerspace’s authorised representative together with an invoice for the deposit payable for the SIP Panel Structure and/or Services in accordance with Condition 6.3; or
2.1.2 (if earlier) by Outerspace providing the SIP Panel Structure and/or Services, when the Contract will be established. The Conditions will apply to and be incorporated into the Contract and shall prevail over any terms or conditions contained, or referred to, in the Buyer’s purchase order, confirmation of order, acceptance of a quotation or specification, or any inconsistent terms or conditions implied by law, trade custom, practice or course of dealing.
2.2 Quotations are given by Outerspace on the basis that no contract shall come into existence except in accordance with Condition 2.1. Any quotation is valid for a period of 30 days from its date, provided that Outerspace has not previously withdrawn it.
2.3 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by Outerspace shall be subject to correction both before or after the Contract is made without any liability on the part of Outerspace.
2.4 Notwithstanding Condition 2.1, where the SIP Panel Structure consists (in whole or part) of products manufactured by third parties, then the Contract shall consist of these Conditions together with the terms and conditions of the relevant third party manufacturer so far as they relate to the use of the products.
2.5 Any samples, drawings, descriptive matter, or advertising produced by Outerspace and any descriptions or illustrations contained in Outerspace’s catalogues or brochures are produced for the sole purpose of giving an approximate idea of the SIP Panel Structure described in them. They shall not form part of the Contract or have any contractual force.
3 ORDERS AND SPECIFICATIONS
3.1 The Buyer shall be responsible to Outerspace for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Buyer, and for giving Outerspace any necessary information relating to the SIP Panel Structure and/or Service within a sufficient time to enable Outerspace to perform the Contract in accordance with its terms.
3.2 The quantity, quality and description of and any specification for the SIP Panel Structure shall be those set out in Outerspace’s quotation (if accepted by the Buyer) or the Buyer’s order (if accepted by Outerspace).
3.3 The description of and any specification for the Service shall be those set out in Outerspace’s quotation (if accepted by the Buyer) or the Buyer’s order (if accepted by Outerspace).
3.4.1 the SIP Panel Structure is to be manufactured by Outerspace; or
3.4.2 any process is to be applied to the SIP Panel Structure by Outerspace; or
3.4.3 the Service is to be provided by Outerspace;
in accordance with a specification submitted by the Buyer, the Buyer shall indemnify Outerspace against all Loss which may be suffered or incurred by Outerspace in connection with or paid or agreed to be paid by Outerspace in settlement of any claim for infringement of the Intellectual Property rights of any other person which results from Outerspace’s use of the Buyer’s specification.
3.5 Outerspace reserves the right to make any changes in the specification of the SIP Panel Structure which are required to conform with any applicable safety or other regulatory requirements or which do not materially affect their quality or performance.
3.6 No order which has been accepted by Outerspace may be cancelled by the Buyer except with the agreement in writing of Outerspace and on terms that the Buyer shall indemnify Outerspace in full against all Losses (including the cost of all labour and materials used) incurred by Outerspace as a result of cancellation.
3.7 Any order from the Buyer for an ex-demonstration or display SIP Panel Structure will be accepted by Outerspace on a sold “as seen” basis and any details of the ex-demonstration or display SIP Panel Structure are given only for the purpose of identifying the SIP Panel Structure and do not make this Contract a sale by description.
3.8 Outerspace makes no representations and gives no warranties as to the quality, condition, state or description of any SIP Panel Structure sold “as seen”, or their fitness or suitability for any purpose. All implied statutory or common law terms, conditions and warranties as to any sold “as seen” SIP Panel Structure are excluded to the fullest extent permitted by law.
4 OUTERSPACE’S DESIGNS
Any Designs supplied by Outerspace to the Buyer, or specifically produced by Outerspace for the Buyer in connection with the Contract together with the Intellectual Property in the Designs shall be the exclusive property of Outerspace. The Buyer shall not disclose to any third party or use any such Designs except to the extent that it is, or becomes, public knowledge through no fault of Outerspace, or as required for the purposes of the Contract.
5 PRICE OF THE SIP PANEL STRUCTURE AND/OR SERVICES
5.1 The price of the SIP Panel Structure and/or Services shall be Outerspace’s quoted price. All prices quoted are valid for 30 days only or until earlier acceptance by the Buyer, after which time they may be altered by Outerspace without giving notice to the Buyer.
5.2 Outerspace reserves the right, by giving notice to the Buyer at any time before delivery, to increase the price of the SIP Panel Structure and/or Services to reflect any increase in the cost to Outerspace which is due to any factor beyond the control of Outerspace (including without limitation, any foreign exchange fluctuation, currency regulation, increase or imposition of taxes and duties, significant increase in the costs of labour, materials or other costs of manufacture) or due to any change in delivery dates, quantities or specifications for the SIP Panel Structure and/or Services which are requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give Outerspace adequate information or instructions.
5.3 Except as otherwise stated under the terms of any quotation, and unless otherwise agreed in writing between the Buyer and Outerspace, all prices are given by Outerspace on an FCA Incoterms 2020 basis, and the Buyer shall be liable to pay Outerspace’s charges for transport, packaging and insurance (as may be appropriate).
5.4 The price is exclusive of any applicable value added or any other sales tax which the Buyer shall be additionally responsible for paying.
6 TERMS OF PAYMENT
6.1 Subject to Condition 6.2, and any special terms agreed in writing between the Buyer and Outerspace, Outerspace shall be entitled to invoice the Buyer for the price of the SIP Panel Structure and/or the Services on or at any time after its acceptance of the Buyer’s order for the SIP Panel Structure and/or Services.
6.2.1 the Buyer wrongfully fails to take delivery of the SIP Panel Structure; or
6.2.2 Outerspace is unable to provide the Service or any part of it by reason of the default of the Buyer, Outerspace shall be entitled to invoice the Buyer for the price at any time after Outerspace has notified the Buyer that the SIP Panel Structure is ready for collection or (as the case may be) Outerspace has tendered delivery of the SIP Panel Structure or been unable, due to the Buyer’s default, to provide the Service or any part of it.
6.3 The Buyer shall pay 50% of the price of the SIP Panel Structure and/or Service in full and without any deduction or set-off at the time of order placement and payment of the balance of 50% of the price of the SIP Panel Structure and/or Service shall be payable on or before seven (7) days prior to the date of delivery, notwithstanding that delivery of the SIP Panel Structure or performance of the Service may not have taken place or that property in the SIP Panel Structure has not passed to the Buyer. The time of payment of the price shall be of the essence of the Contract. Receipts for payment will be issued only upon request.
6.4 If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to Outerspace, Outerspace shall be entitled to:
6.4.1 cancel the Contract or suspend any further deliveries of the SIP Panel Structure or performance of Services to the Buyer under the Contract;
6.4.2 appropriate any payment made by the Buyer to such of the SIP Panel Structure and/or part of the Service (or the SIP Panel Structure and/or Services supplied under any other Contract between the Buyer and Outerspace) as Outerspace may think fit (notwithstanding any purported appropriation by the Buyer) and;
6.4.3 charge the Buyer interest (both before and after any judgement) on the amount unpaid, at the rate prescribed by the Late Payment of Commercial Debts (Interest) Act 1998, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).
6.5 Outerspace reserves the right where any doubts arise as to the Buyer’s financial position or in the case of failure to pay for any SIP Panel Structure and/or Service or any delivery or instalment as aforesaid to:
6.5.1 (in relation to the SIP Panel Structure) suspend delivery of any order or any part or instalment; and/or
6.5.2 (in relation to the Service) suspend performance of the Service or any part of the Service;
without liability until payment or satisfactory security for payment has been provided.
7 DELIVERY OF THE SIP PANEL STRUCTURE AND/OR PERFORMANCE
OF THE SERVICE
7.1 Outerspace shall ensure that each delivery of the SIP Panel Structures are accompanied by a delivery note which shows the date of the Buyer’s order, Buyer and Outerspace’s reference numbers and the type and quantity of the SIP Panel Structures.
7.2 Unless agreed otherwise between the parties, delivery of the SIP Panel Structure shall be made by Outerspace delivering the SIP Panel Structure to the delivery address set out in the Contract or such other place as the parties may agree. Performance of the Service shall be made by Outerspace completing the Service.
7.3 Prior to delivery, the Buyer shall ensure that:
7.3.1 Outerspace has free, clear and adequate load bearing access to the delivery site;
7.3.2 Outerspace has unrestricted access on roads adjacent to the entrance to the delivery site; and
7.3.3 all permissions, permits or approvals from delivery site neighbours to pass over or turn on their site (as necessary) have been granted.
7.4 Any dates quoted for delivery of the SIP Panel Structure and/or performance of the Service are approximate only and Outerspace shall not be liable for any delay howsoever caused. Time for delivery and/or performance shall not be of the essence unless previously agreed by Outerspace in writing. Where delivery and/or performance is agreed to be made within a certain period, that period shall only be deemed to commence once Outerspace is in receipt of all the information and Designs requested by Outerspace from the Buyer. The SIP Panel Structure may be delivered and/or the Service performed by Outerspace in advance of the quoted delivery and/or performance date upon giving reasonable notice to the Buyer.
7.5 Where the SIP Panel Structure is to be delivered and/or the Service performed in instalments, each delivery or instalment shall constitute a separate contract and failure by Outerspace to deliver and/or perform any one or more of the instalments in accordance with these Conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated.
7.6 If Outerspace fails to deliver the SIP Panel Structure for any reason other than any cause beyond Outerspace’s reasonable control or the Buyer’s fault, and Outerspace is accordingly liable to the Buyer, Outerspace’s liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar a SIP Panel Structure to replace those not delivered over the price of the SIP Panel Structure.
7.7 If the Buyer refuses or fails to take delivery of the SIP Panel Structure or of any instalment thereof or fails to give Outerspace adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer’s reasonable control or by reason of Outerspace’s fault), or comply with its obligations under Condition 7.3 then, without prejudice to any other right or remedy available to Outerspace, Outerspace may:
7.7.1 store the SIP Panel Structure until actual delivery (at the risk of the Buyer) and charge the Buyer for the reasonable costs (including insurance) of storage; or
7.7.2 terminate the Contract with immediate effect, sell the SIP Panel Structure at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under the Contract or charge the Buyer for any shortfall below the price under the Contract.
7.8 If, as a result of any act or omission by the Buyer or its agents (howsoever caused) which is not directly and wholly caused by Outerspace (including the provision of any incorrect or inadequate information or data by the Buyer or a failure to comply with its obligations under Condition 7.3), Outerspace is prevented or delayed from performing any of its obligations under the Contract or the cost of such performance increases, then:
7.8.1 the time for performance of Outerspace’s obligations will be extended for a reasonable
7.8.2 the Buyer shall pay Outerspace for any additional time spent and materials used by it with respect to any delays or extra work caused by such act or omission of the Buyer; and
7.8.3 Outerspace may recover all other reasonable loss from the Buyer which it sustains as a direct result of such act or omission.
7.9 For the avoidance of doubt and unless otherwise agreed in the Scope of Works, Installation of the SIP Panel Structure shall be the sole responsibility of the Buyer.
8 RISK AND TITLE TO PROPERTY
8.1 Unless otherwise agreed in these Conditions risk of damage to or loss of the SIP Panel Structure shall pass to the Buyer at the time of delivery.
8.2 Notwithstanding delivery and the passing of risk in the SIP Panel Structure, or any other provision of these Conditions, title in the SIP Panel Structure shall not pass to the Buyer until Outerspace has received in cash or cleared funds payment in full of the price of the SIP Panel Structure and/or Service.
9 WARRANTIES AND LIABILITY
9.1 Outerspace warrants (subject to the other provisions of the Conditions) that:-
9.1.1 the structural insulated panels supplied as part of the SIP Panel Structure shall for a period of 10 years from the date of their delivery; and
9.1.2 all fixtures and fittings supplied as part of, or for use with, the SIP Panel Structure shall for a period of twelve (12) months from the date of their delivery,
be free from materials defects and comply in all material respects with the description and any specification applicable to those goods; and
9.1.3 the Services shall be performed using reasonable care and skill provided that time of performance shall not be of the essence.
9.2 The sole obligation of Outerspace under the Warranty in Condition 9.1.1 shall be to repair or replace any defective goods as soon as reasonably practicable of the receipt of a complaint communicated in writing by the Buyer to Outerspace.
9.3 The sole obligation of Outerspace under the Warranty in Condition 9.1.2 shall be to re-perform the Services as soon as reasonably practicable of the receipt of a complaint communicated in writing by the Buyer to Outerspace.
9.4 The warranty in Condition 9.1 is given by Outerspace subject to the following conditions:
9.4.1 Outerspace shall be under no liability in respect of any defect in the SIP Panel Structure and/or Service arising from any drawing, design or specification supplied by the Buyer;
9.4.2 unless otherwise agreed in writing and/or specified in the Scope of Works as forming part of the Services, Outerspace shall be under no liability in respect of any defect in the SIP Panel Structure arising as a result of or in relation to the Installation of the SIP Panel Structure;
9.4.3 Outerspace shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal use, failure to follow Outerspace’s instructions (whether oral or in writing) in particular, but not limited to misuse, relocation or alteration or repair of the SIP Panel Structure without Outerspace’s approval;
9.4.4 Outerspace shall be under no liability in respect of any defect arising from a failure to follow Outerspace’s instructions as to the assembly of the SIP Panel Structure or any failure to care and maintain the SIP Panel Structure in accordance with the care and maintenance manual provided to the Buyer at the time of delivery.
9.4.5 Outerspace shall be under no liability under the warranty in Condition 9.1.1 (or any other warranty, condition or guarantee) if the total price for the SIP Panel Structure and/or Service has not been paid by the due date for payment;
9.4.6 it does not extend to any SIP Panel Structure sold “as seen” pursuant to Conditions 3.7 and 3.8; and
9.4.7 it does not extend to parts, materials or equipment not manufactured by Outerspace, in
respect of which Outerspace so far as it is able, shall give the Buyer the benefit of any express warranty or guarantee as is given by the manufacturer to Outerspace.
9.5 Any claim by the Buyer which is based on any defect in the quality or condition of the SIP Panel Structure and/or Service or their failure to correspond with specification shall (whether or not delivery is refused by the Buyer) be notified to Outerspace within 7 days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. If delivery is not refused, and the Buyer does not notify Outerspace accordingly, the Buyer shall not be entitled to reject the
SIP Panel Structure and Outerspace shall have no liability for such defect or failure, and the Buyer shall be bound to pay the price as if the SIP Panel Structure and/or Service had been delivered in accordance with the Contract.
9.6 Where any valid claim in respect of any of the SIP Panel Structure and/or Service which is based on any defect in the quality or condition of the SIP Panel Structure or their failure to meet specification is notified to Outerspace in accordance with these Conditions, Outerspace shall be entitled to repair or replace the SIP Panel Structure (or the part in question) free of charge, but Outerspace shall have no further liability to the Buyer and title to the part(s) of the SIP Panel Structure so replaced shall revert to Outerspace.
10 DISCLAIMER AND LIMITATION OF LIABILITY
10.1 Nothing in the Contract shall limit the liability of Outerspace to the Buyer for death or personal injury resulting from its negligence (as defined in the Unfair Contract Terms Act 1977), for fraudulent misrepresentation, for breach of Outerspace’s obligations arising from Section 12 of the Sale of Goods Act 1979 or for any liability which cannot be excluded by law.
10.2 Subject to Condition 10.1 and the limitations in Condition 9, the following provisions set out the limitations on the liability of Outerspace (including any liability for the acts and omissions of its respective employees, agents and sub-contractors) to the Buyer with respect
10.2.1 any breach of its contractual obligations arising under the Contract;
10.2.2 any use made or resale by the Buyer of any of the SIP Panel Structure, or of any product incorporating any of the SIP Panel Structure; and
10.2.3 any representation, statement, act or omission given, made or carried out under or in
connection with the Contract (whether such liability arises in contract, tort, negligence, misrepresentation, breach of statutory duty or otherwise howsoever).
10.3 It is the Buyer’s responsibility to ensure that the SIP Panel Structure and/or Services are suitable for its needs. In particular, Outerspace expressly disclaims all warranties that use of the SIP Panel Structure or any part thereof or of the Services will result in any economic advantage, increase in profits or reduction in costs.
10.4 Except as expressly set forth in the Contract, all conditions, warranties and representations expressed or implied by statute, common law or otherwise with respect to the SIP Panel Structure and/or the Services are excluded to the fullest extent permitted by law and in no event shall Outerspace be liable for any negligence or other tortious loss or for any of the following losses or damage (whether such losses or damage were foreseen, foreseeable, known or otherwise and whether or not Outerspace is advised of the possibility of loss, liability, damage or expense):
10.4.1 loss of revenue;
10.4.2 loss of actual or anticipated profits (including for loss of profits on contracts);
10.4.3 loss of the use of money;
10.4.4 loss of anticipated savings;
10.4.5 loss of business;
10.4.6 loss of operating time or loss of use;
10.4.7 loss of opportunity;
10.4.8 loss of goodwill;
10.4.9 loss of reputation;
10.4.10 loss of, damage to or corruption of data; or
10.4.11 any indirect or consequential loss or damage howsoever caused (including, for the avoidance of doubt, where such loss or damage is of the type specified in Conditions 10.4.1 – 10.4.10). Direct financial and other loss not excluded by this Condition is accepted by Outerspace up to the limits set out in Condition 10.5.
10.5 Except as stated in Condition 10.1, the aggregate liability of Outerspace to the Buyer (including liability for recovery of sums paid by the Buyer and for all damages, costs and expenses) with respect to all claims under or in connection with the Contract shall be limited to the price of the SIP Panel Structure and/or Services which gave rise to the liability.
10.6 Unless waived in writing by Outerspace, no claim, regardless of form, arising out of or pertaining to the Contract may be brought by the Buyer unless the Buyer has provided to Outerspace written notice of the claim within ninety days of the date on which the Buyer first
became aware or could reasonably have been expected to become aware of the cause of action.
10.7 The parties hereby expressly acknowledge and agree that having taken independent legal advice, the limitations upon the liability of Outerspace in this Condition 10 are in all respects fair and reasonable, reflect a duly considered allocation of risk between the parties and are reflected in the price paid for the SIP Panel Structure and/or Services under the Contract.
10.8 Outerspace’s prices are determined on the basis of the limits of liability set out in this Condition. The Buyer may by written notice to Outerspace request Outerspace to agree a higher limit of liability. Provided insurance cover for the higher limit can be obtained, Outerspace shall use reasonable endeavours to effect insurance up to such limit and the Buyer shall pay upon demand the amount of all premiums. The Buyer shall disclose such information as the insurers shall require. In no case shall the Buyer be entitled to recover from Outerspace more than the amount received from the insurers.
10.9 Outerspace shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of Outerspace’s obligations in relation to the SIP Panel Structure and/or Services, if the delay or failure was due to any cause beyond Outerspace’s reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond Outerspace’s reasonable control:
10.9.1 act of God, explosion, flood, tempest, fire or accident;
10.9.2 war or threat of war, sabotage, insurrection, civil disturbance or requisition;
10.9.3 acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
10.9.4 import or export regulations or embargoes;
10.9.5 strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of Outerspace or of a third party);
10.9.6 difficulties in obtaining raw materials, labour, fuel, parts or machinery;
10.9.7 power failure or breakdown in machinery.
11 INTELLECTUAL PROPERTY AND INDEMNITY
11.1 The Buyer shall have no rights in respect of any trade marks owned or used by Outerspace or of the associated goodwill or in respect of any other Intellectual Property
of Outerspace protecting or relating to the SIP Panel Structure, and the Buyer hereby acknowledges that, except as expressly provided in this Contract, it shall not acquire any such rights and that all such rights and goodwill are, and shall remain, vested in Outerspace.
11.2 Outerspace gives no warranty as to the ownership of the Intellectual Property in the SIP Panel Structure or the Designs.
11.3 The Buyer agrees upon demand to indemnify Outerspace against all Losses of whatever nature suffered by Outerspace to the extent that the same are caused by or related to:
11.3.1 designs, drawings or specifications given to Outerspace by the Buyer in respect of the SIP Panel Structure produced by Outerspace for the Buyer; or
11.3.2 defective materials or products supplied by the Buyer to Outerspace and incorporated by Outerspace in the SIP Panel Structure produced by Outerspace for the Buyer.
12 INSOLVENCY OF BUYER
12.1 This Condition applies if:-
12.1.1 the Buyer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or
12.1.2 an encumbrancer takes possession, or a Receiver is appointed, of any of the property or assets of the Buyer; or
12.1.3 the Buyer ceases, or threatens to cease, to carry on business; or
12.1.4 Outerspace reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.
12.2 If Condition 12.1 applies then, without prejudice to any other right or remedy available to Outerspace:-
12.2.1 Outerspace shall be entitled by written notice to the Buyer to cancel the Contract or suspend any further deliveries and/or performance under the Contract without liability to the Buyer; and
12.2.2 if the SIP Panel Structure have been delivered and/or the Service performed but not paid for, the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
13 SUBCONTRACTING AND ASSIGNMENT
13.1 Outerspace may sub-contract to any other person the performance any of its obligations under the Contract.
13.2 Outerspace may assign, transfer (in whole or in part) or charge or deal in any manner with this Contract or the benefit or burden of or the rights under this Contract.
13.3 The Buyer may not without the prior written consent of Outerspace assign, transfer (in whole or in part) or charge or deal in any manner with this Contract or the benefit or burden of or the rights under this Contract.
No amendment of the Contract shall be effective unless it is in writing and signed by or on behalf of each of the parties.
15 WAIVERS AND REMEDIES
No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
16.1 If any provision of the Contract is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect the legality, validity or enforceability in that jurisdiction of any other provision of the Contract or the legality, validity or enforceability in any other jurisdiction of that or any other provision of the Contract.
16.2 Whilst the parties consider the provisions contained in the Contract reasonable, having taken independent legal advice, if any one or more of the provisions are adjudged alone or together to be illegal, invalid or unenforceable, the parties shall negotiate in good faith
to modify any such provision(s) so that to the greatest extent possible they achieve the same effect as would have been achieved by the invalid or unenforceable provision(s).
17 ENTIRE AGREEMENT
17.1 The Contract constitutes the entire agreement between the parties with respect to the subject matter of the Contract and supersedes and extinguishes any prior drafts, agreements, undertakings, understandings, promises or conditions, whether oral or written, express or implied between the parties relating to such subject matter.
17.2 Each party acknowledges to the other that it has not been induced to enter into the Contract by nor has it relied upon any representation, promise, assurance, warranty or undertaking (whether in writing or not) by or on behalf of the other party or any other person save for those contained in the Contract. Accordingly, each of the parties acknowledges and agrees that the only remedy available to it in respect of the subject matter of the Contract shall be for breach of contract under the terms of the Contract and it shall have no right of action against any other party in respect of any such representation, promise, assurance, warranty or undertaking.
17.3 This Condition shall not exclude any liability which either party would otherwise have to the other or any right which either of them may have to rescind the Contract in respect of any statements made fraudulently by the other prior to the execution of the Contract or any rights which either of them may have in respect of fraudulent concealment by the other.
18 RIGHTS OF THIRD PARTIES
A person who is not a party to the Contract has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce, or to enjoy the benefit of, any provision of the Contract but this does not affect any right or remedy of a third party which exists or is available apart
from that Act.
19.1 All notices between the parties with respect to the Contract shall be in writing and signed by or on behalf of the party giving it. Any notice shall be duly served (i) on delivery if delivered by hand, (ii) 48 hours after sending if sent by first class post or recorded delivery or
(iii) on sending if sent by email (provided that a copy is also sent by post), provided that in each case the notice is sent to the address of the addressee given at the start of the Contract or such other address as the addressee may from time to time have notified for the purpose of this condition.
19.2 Any notice or communication given under the Contract shall not be validly served if sent by text messaging via mobile phone.
20 GOVERNING LAW
The Contract and any dispute or claim arising out of or in connection with it (including any non-contractual claims or disputes) shall be governed by and construed in accordance with the laws of England and Wales.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.