Retailer Terms and Conditions

TERMS OF USE BUYER

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THIS SITE

1 TERMS OF WEBSITE USE

1.1 These terms of use tells you the terms of use on which registered buyers may make use of our website thegbexchange.com (“our site”) as a registered producer. Use of our site includes accessing, browsing, registering or placing an order to buy goods from our site (pursuant to our Terms of Sale).

1.2 Please read these terms of use carefully before you start to use our site, as these will apply to your use of our site. By using our site, you confirm that you accept these terms of use and that you agree to comply with them. If you do not agree to these terms of use, you must not use our site.

2 INFORMATION ABOUT US


2.1 thegbexchange.com is a site operated by Great Product Exchange Limited (“we”, “our” or “us”). We are registered in England and Wales under company number 09189901 and have our registered office at of Unit 1-2 Kingsley Farm, Kingsley Road, Harrogate, HG1 4RF. Our main trading address is of Unit 1-2 Kingsley Farm, Kingsley Road, Harrogate, HG1 4RF. Our VAT number is GB196504190.

3 CHANGES TO OUR SITE AND THESE TERMS

3.1 The content on and functionality of our site may change from time to time. We may also revise these terms of use at any time by amending this page, and are likely to do so when functionality changes.

3.2 Please check this page from time to time to take notice of any changes we made, as they are binding on you if you continue to use our site.
3.3 Any of the content on our site may be out of date at any given time, and we are under no obligation to update it. We do not guarantee that our site, or any content on it, will be free from errors or omissions.

4 ACCESSING OUR SITE


4.1 We do not guarantee that our site, or any content on it, will always be available or be uninterrupted. We may occasionally need to interrupt access from time to time to support developments or improvements to our site. When it is available you may access it pursuant to these terms. We may y suspend, withdraw, discontinue, change or restrict your ability to use all or any part of our site without notice. We will not be liable to you if for any reason our site is unavailable at any time or for any period.

4.2 You are responsible for making all arrangements necessary for you to have access to our site, such as broadband or mobile internet access and a suitable web browser.

4.3 You are also responsible for ensuring that all persons to whom you provide access to our site are aware of these terms of use and other applicable terms and conditions, and that they comply with them.

4.4 You are responsible for configuring your information technology, computer programmes and platform in order to access our site. You should use your own virus protection software.

5 YOUR ACCOUNT AND PASSWORD


You must treat your user name, password or any other piece of information as part of our security procedures, as confidential. You must not disclose it to any third party you are responsible for all activities which occur using your account. If you have reason to believe that your password has become known to anyone else, or is likely to be used in an unauthorised manner, you should notify us immediately.

6 YOUR ORDERS OF PRODUCTS


From time to time you may place orders for products with GBE as detailed on our site. Where you do so such orders will be governed by the GBE terms of sale, the current version of which is available at www.thegbexchange.com/page/retailer-terms-and-conditions

7 INTELLECTUAL PROPERTY RIGHTS


7.1 We are the owner or the licensee of all intellectual property rights in our site, and in the material published on it. This includes user content. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.

7.2 You may print off one copy, and may download extracts, of any page(s) from our site for your personal use and you may draw the attention of others within your organisation to content posted on our site.

7.3 You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.

7.4 Our status (and that of any identified contributors) as the authors of content on our site must always be acknowledged.

8 BREACH OF TERMS AND CONDITIONS


8.1 We have the right to disable your account should you:
8.1.1 fail to comply with any of the provisions of these terms of use;
8.1.2 print off, copy or download any part of our site in breach of these terms of use, your right to use our site will cease immediately and you must, at our option, return or destroy any copies of the materials you have made;
8.1.3 misuse our site by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful;
8.1.4 attempt to gain unauthorised access to our site, the server on which our site is stored or any server, computer or database connected to our site; or
8.1.5 attack our site via a denial of service attack or a distributed denial of service attack.

8.2 We may report any such breach to the relevant law enforcement authorities and we will co operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our site will cease immediately.

9 LIMITATION OF LIABILITY


9.1 Nothing in these terms of use excludes or limits our liability for death or personal injury arising from our negligence, or our fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by English law.

9.2 We exclude all other conditions, warranties, representations or other terms which may apply to our site or any content on it, whether express or implied.

9.3 We will not be liable to any user for:
9.3.1 any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with use of, or inability to use, our site; or reliance on any content displayed on our site;
9.3.2 loss of profits, sales, business, revenue, anticipated savings, business opportunity, goodwill or reputation;
9.3.3 business interruption; or
9.3.4 any indirect or consequential loss or damage.
9.4 We will not be liable for any loss or damage caused by a virus, distributed denial of service attack, or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our site or to your downloading of any content on it, or on any website linked to it.

10 DIRECTORIES AND LINKS ON OUR SITE


10.1 We assume no responsibility for the content of any directory or databases contained on our site. The content of these directories and databases should not be interpreted as our endorsement of those entities. We will not be liable for any loss or damage that may arise from your use of them.


10.2 We assume no responsibility for the content of websites linked on our site. Such links should not be interpreted as endorsement by us of those linked websites. We will not be liable for any loss or damage that may arise from your use of them.

11 LINKS YOU CREATE


11.1 Links to our site:
11.1.1 You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it.
11.1.2 You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.
11.1.3 We would ask that you do not establish a link to our site in any website that is not owned by you.
11.1.4 Our site must not be framed on any other site and we would ask that you do not create a link to any part of our site other than the home page.


11.2 We reserve the right to withdraw linking permission without notice.

12 THIRD PARTIES


12.1 We also have the right to disclose your identity to any third party who is claiming that any content posted or uploaded by you to our site constitutes a violation of their intellectual property rights, or of their right to privacy.

12.2 We will not be responsible, or liable to any third party, for the content or accuracy of any content posted by you or any other user of our site.] [NOTE: These two paragraphs are dependant on the availability of the facility of uploading content/links to buyers.

13 USE OF DATA


We gather and use personal data in numerous ways. Your continued use of this site evidences your consent to this. Please see our Data processing policy for detail www.thegbexchange.com/page/privacy-policy

14 APPLICABLE LAW


These terms of use, its subject matter and its formation (and any non contractual disputes or claims) are governed by English law. We both agree to the exclusive jurisdiction of the courts of England and Wales.

15 CONTACT US


To contact us, please email customerservice@thegbexchange.com.
Thank you for visiting our site.

TERMS OF SALE

The Customer’s attention is drawn in particular to the provisions of clause 9.
 
1 INTERPRETATION

1.1 Definitions
In these Conditions, the following definitions apply:
“Business Day” means a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
“Conditions” means the terms and conditions set out in this document as amended from time to time in accordance with clause 11.6.
“Contract” means the contract between GBE and the Customer for the sale and purchase of the Goods in accordance with these Conditions.
“Customer” means the person or firm who purchases the Goods from GBE.
“Force Majeure Event” has the meaning given in clause 10.
“GBE” means Great Product Exchange Limited (registered in England and Wales with company number 09189901) trading as The Great British Exchange.
“Goods” means the goods (or any part of them) set out in the Order.
“Order” means the Customer’s order for the Goods, as set out and confirmed in writing by GBE in the order acknowledgement.
“Our Website” means the website www.thegbexchange.com
“Producer” means the business which manufactured or from whom GBE purchases the Goods.
1.2 Construction
In these Conditions, the following rules apply:
1.2.1 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.2.2 A reference to a party includes its personal representatives, successors or permitted assigns.
1.2.3 A reference to a statute or statutory provision is a reference to such statute or provision as amended or re enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re enacted.
1.2.4 Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
1.2.5 A reference to writing or written includes faxes, e-mails and communications through Our Website.

2 BASIS OF CONTRACT

2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.2 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions, whether submitted by phone, fax, letter or otherwise. The Customer is responsible for ensuring that the terms of the Order are complete and accurate.
2.3 The Order shall only be deemed to be accepted when GBE issues a written acceptance of the Order, at which point the Contract shall come into existence.
2.4 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of GBE which is not set out in the Contract.
2.5 Any drawings, descriptive matter, or advertising provided by GBE or the producer and any descriptions or illustrations contained on Our Website are produced for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract or have any contractual force.

3 GOODS


3.1 The Goods are as described on Our Website.
3.2 GBE reserves the right to amend the order for the Goods if amendment to the Order or the Goods is required by any applicable statutory or regulatory requirements.

4 DELIVERY OF GOODS

4.1 When submitting an Order, a Customer has the opportunity to specify where they would like this order delivered. Where a delivery location has been specified for an order, GBE shall deliver the Goods to that location or such other location as the parties may agree (for delivery orders “Delivery Location”) at any time after GBE notifies the Customer that the Goods are ready.
4.2 Many Goods are shipped on GBE’s behalf from a Producer direct to customers. Even so, GBE will attempt to procure that each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, all relevant Customer and GBE reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable) and special storage instructions (if any).
4.3 Delivery of the Goods shall be completed on the Goods’ arrival at the Delivery Location.
4.4 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. GBE shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer’s failure to provide GBE with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.5 If GBE fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. GBE shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer’s failure to provide GBE with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.6 If the Customer fails to accept delivery of the Goods within three Business Days of GBE or its agent, notifying the Customer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or GBE’s failure to comply with its obligations under the Contract:
4.6.1 delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day after the day on which GBE notified the Customer that the Goods were ready; and
4.6.2 GBE shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
4.7 If 6 Business Days after the day on which GBE notified the Customer that the Goods were ready for delivery the Customer has not accepted delivery of them, GBE may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods.
4.8 The Customer shall not be entitled to reject the Goods if GBE delivers a different quantity of Goods than the quantity of Goods ordered but the delivered quantity is within any relevant specification.
4.9 Most Orders are shipped in their entirety. However, on occasion, GBE may deliver the Goods by instalments, which may be invoiced separately and may be to pay for separately. Each instalment shall constitute a separate Contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.

5 QUALITY


5.1 GBE warrants that it will endeavour to ensure on delivery the Goods shall:
5.1.1 conform in all material respects with their description; and
5.1.2 be free from material defects in design, material and workmanship.
However, many products supplied by GBE are “handcrafted” and some may incorporate natural materials which may vary. As such there may be variances between individual products due to the nature of their construction or the type of materials used in them. These are to be expected and do not automatically place GBE in breach of this warranty.
5.2 Subject to clause 5.3, if:
5.2.1 the Customer gives notice in writing to GBE within 14 days of discovery that some or all of the Goods do not comply with the warranty set out in clause 5.1;
5.2.2 GBE is given a reasonable opportunity of examining such Goods; and
5.2.3 the Customer (if asked to do so by GBE) returns such Goods to the place of nominated by GBE at the Customer’s cost,
GBE shall, at its option, arrange for the repair or replacement of the defective Goods, or refund part or all the price of the defective Goods.
5.3 GBE shall not be liable for Goods’ failure to comply with the warranty set out in clause 5.1 in any of the following events:
5.3.1 the Customer makes any further use of such Goods after giving notice in accordance with clause 5.2;
5.3.2 the defect arises because the Customer failed to follow GBE’S oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;
5.3.3 the Customer alters or repairs such Goods without the written consent of GBE;
5.3.4 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
5.3.5 the Goods differ from their description or any applicable Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
5.4 Except as provided in this clause 5, GBE shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in clause 5.1.
5.5 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
5.6 These Conditions shall apply to any repaired or replacement Goods supplied by GBE.

6 TITLE AND RISK


6.1 The risk in the Goods shall pass to the Customer on completion of delivery.
6.2 Title to the Goods shall not pass to the Customer until the earlier of:
6.2.1 GBE receives payment in full (in cash or cleared funds) for the Goods, in which case title to the Goods shall pass at the time of payment; and
6.2.2 the Customer resells the Goods, in which case title to the Goods shall pass to the Customer at the time specified in clause 6.4.
6.3 Until title to the Goods has passed to the Customer, the Customer shall:
6.3.1 store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as GBE’s property;
6.3.2 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
6.3.3 maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
6.3.4 notify GBE immediately if it becomes subject to any of the events listed in clause 8.3; and
6.3.5 give GBE such information relating to the Goods as GBE may require from time to time.
6.4 Subject to clause 6.5, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before GBE receives payment for the Goods. However, if the Customer resells the Goods before that time:
6.4.1 it does so as principal and not as GBE’s agent; and
6.4.2 title to the Goods shall pass from GBE to the Customer immediately before the time at which resale by the Customer occurs.
6.5 If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 8.3, then, without limiting any other right or remedy GBE may have:
6.5.1 the Customer’s right to resell the Goods ceases immediately; and
6.5.2 GBE may at any time:
6.5.2.1 require the Customer to deliver up all Goods in its possession which have not been resold, or irrevocably incorporated into another product; and
6.5.2.2 if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.

7 PRICE AND PAYMENT


7.1 The price of the Goods shall be the price set out in the Order, or, if no price is quoted, the price set out for the Goods on Our Website as at the date the Order was placed.
7.2 GBE may, by giving notice to the Customer at any time before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
7.2.1 any factor beyond GBE’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
7.2.2 any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or
7.2.3 any delay caused by any instructions of the Customer or failure of the Customer to give GBE adequate or accurate information or instructions.
7.3 The price of the Goods may be exclusive of the costs and charges of packaging and transport of the Goods. This will be flagged to the Customer prior to the order being placed. Any such fees shall be invoiced to the Customer at the same time as the Order is invoiced and is due and payable with it.
7.4 The price of the Goods is exclusive of amounts in respect of value added tax (“VAT”). The Customer shall, on receipt of a valid VAT invoice from GBE, pay to GBE such additional amounts in respect of VAT as are chargeable on the supply of the Goods.
7.5 GBE may invoice the Customer for the Goods on or at any time after the completion of delivery.
7.6 The Customer shall pay the invoice in full and in cleared funds within 30 days of the date of the invoice. Payment shall be made to the bank account nominated in writing by GBE. Time of payment is of the essence.
7.7 The Customer shall pay all amounts due under the Contract in full without any set off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). GBE may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by GBE to the Customer.

8 TERMINATION AND SUSPENSION


8.1 If an associated purchase contract between the Producer and GBE is terminated then GBE may terminate this Contract with you immediately on written notice.
8.2 If the Customer becomes subject to any of the events listed in clause 8.3, GBE may terminate the Contract with immediate effect by giving written notice to the Customer.
8.3 For the purposes of clause 8.1, the relevant events are:
8.3.1 the Customer suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due or admits inability to pay its debts, or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986, or (being a partnership) has any partner to whom any of the foregoing apply;
8.3.2 the Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where the Customer is a company) where these events take place for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer;
8.3.3 (being a company) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Customer, other than for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer;
8.3.4 (being a company) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Customer;
8.3.5 (being a company) the holder of a qualifying floating charge over the Customer’s assets has become entitled to appoint or has appointed an administrative receiver;
8.3.6 a person becomes entitled to appoint a receiver over the Customer’s assets or a receiver is appointed over the Customer’s assets;
8.3.7 (being an individual) the Customer is the subject of a bankruptcy petition or order;
8.3.8 a creditor or encumbrancer of the Customer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
8.3.9 any event occurs, or proceeding is taken, with respect to the Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 8.3.1 to clause 8.3.6 (inclusive);
8.3.10 the Customer suspends, threatens to suspends, ceases or threatens to cease to carry on all or a substantial part of its business;
8.3.11 the Customer’s financial position deteriorates to such an extent that in GBE’s opinion the Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; and
8.3.12 (being an individual) the Customer dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation.
8.4 Without limiting its other rights or remedies, GBE may suspend provision of the Goods under the Contract or any other contract between the Customer and GBE if the Customer becomes subject to any of the events listed in clause 8.3.1 to clause 8.3.12, or GBE reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
8.5 On termination of the Contract for any reason the Customer shall immediately pay to GBE all funds equal to those invoiced plus interest.
8.6 Termination of the Contract, however arising, shall not affect any of the parties’ rights, remedies, obligations and liabilities that have accrued as at termination.
8.7 Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect.

9 LIMITATION OF LIABILITY


9.1 Nothing in these Conditions shall limit or exclude GBE’s liability for:
9.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
9.1.2 fraud or fraudulent misrepresentation;
9.1.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979;
9.1.4 defective products under the Consumer Protection Act 1987; or
9.1.5 any other matter in respect of which it would be unlawful for GBE to exclude or restrict liability.
9.2 Subject to clause 9.1:
9.2.1 GBE shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
9.2.2 GBE’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed 100% of the price of the Goods.

10 FORCE MAJEURE


Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. A “Force Majeure Event” means any event beyond a party’s reasonable control including strikes, lock outs or other industrial disputes (whether involving its own workforce or a third party’s), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors.

11 GENERAL


11.1 Assignment and other dealings
11.1.1 GBE may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
11.1.2 The Customer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of GBE.
11.2 Notices
11.2.1 Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre paid first class post or other next working day delivery service, commercial courier, fax.
11.2.2 A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 11.2.1; if sent by pre paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by fax, one Business Day after transmission.
11.2.3 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
11.3 Severance
11.3.1 If any provision or part provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part provision shall be deemed deleted. Any modification to or deletion of a provision or part provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
11.3.2 If one party gives notice to the other of the possibility that any provision or part provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
11.4 Waiver
A waiver of any right or remedy under the Contract or law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Contract 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.
11.5 Third party rights
A person who is not a party to the Contract shall not have any rights to enforce its terms.
11.6 Variation
Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is in writing and signed by GBE.
11.7 Governing law
The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales.
11.8 Jurisdiction
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non contractual disputes or claims).