T&C Supply of Goods & Services

1.        Interpretation

1.1      Definitions.

Additional Fee: the amount payable by the Customer to QAISL for the Additional Services.

Additional Services: the additional services otherwise agreed in writing by the Customer and QAISL.

Conditions: the terms and conditions set out in this document as amended from time to time.

Contract: the contract between the Customer and QAISL for the sale and purchase of the Products in accordance with these Conditions.

Customer: being the person, company or firm who purchases the Products and/or Services from QAISL.

Force Majeure Event: an event or circumstance beyond a party’s reasonable control.

Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Order: the Customer’s order of the Products.

Order Acknowledgement: QAISL’s acceptance of the Customer’s Order.

Products: compressed air equipment or any other products (or any part of them) set out in the Order Acknowledgement or the Specification.

Services: the services set out in the Specification.

Specification: any specification for the Products or Services, including any related plans and drawings, that is agreed in writing between QAISL.

QAISL: Quality Assured Industrial Services Ltd (Company Number 02480152) whose registered office is at The Hythe, Farquhar St, Bengeo, Hertford, Hertfordshire SG14 3BN.

QAISL

1.2                Interpretation:

(a)            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.

(b)           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.

(c)            a reference to writing or written includes faxes and emails.

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 Products and/or the Services in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order Acknowledgement and any applicable Specification are complete and accurate.

2.3                The Order shall only be deemed to be accepted when QAISL issue the Order Acknowledgement, at which point the Contract shall come into existence.

2.4                The Customer waives any right the Customer might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of that is inconsistent with these Conditions.

2.5                Any samples, drawings, descriptive matter or advertising QAISL produce and any descriptions or illustrations contained in QAISL’s catalogues or on its website are produced for the sole purpose of giving an approximate idea of the Products referred to in them. They shall not form part of the Contract nor have any contractual force.

2.6                Any quotation for the Products or the Services given by QAISL shall not constitute an offer. A quotation shall only be valid for a period of 20 days from its date of issue.

3.                   Products

3.1                The Products are described in the Order Acknowledgement and any Specification provided by QAISL.

3.2                To the extent that the Products are to be manufactured or altered in accordance with a specification supplied by the Customer, the Customer shall indemnify QAISL against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by QAISL in connection with any claim made against QAISL for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with QAISL’s use of the specification. This clause 3.2 shall survive termination.

3.3                QAISL reserve the right to amend the Specification if required by any applicable statutory or regulatory requirements.

3.4                In the absence of a Contract for the supply of Services, the installation or fitting of the Products shall be the Customer’s sole responsibility. QAISL shall not be liable for any advice given to the Customer directly or indirectly related to installation or fitting, nor for any arrangement made by the Customer for installation or fitting, whether any contractor or system was recommended by QAISL or not.

4.                   Delivery

4.1                QAISL shall ensure that each delivery of the Products is accompanied by a delivery note that shows the date of the Order, the contract number and all relevant reference numbers, the type and quantity of the Products (including the code number of the Products, where applicable), special storage instructions (if any) and, if the Products are being delivered by instalments, the outstanding balance of Products remaining to be delivered.

4.2                QAISL shall deliver the Products to the location set out in the Order or such other location we both may agree (Delivery Location) at any time after QAISL notify the Customer that the Products are ready.

4.3                Delivery is completed when we (or our subcontractors) place the Products at the Customer’s disposal at the Delivery Location.  It is the Customer’s responsibility to ensure that QAISL (or our subcontractors) are able to access the Delivery Location to deliver the Products safely, including ensuring that access routes are of a sufficient size and clear of obstructions.

4.4                The Customer shall provide at the Delivery Location and at the Customer’s own expense adequate and appropriate equipment and manual labour for unloading the Products.

4.5                The Customer must inspect the Product on delivery and indicate any damage or defect in the quantity or quality of the Product on the consignment note.  Claims will not be accepted if the damage or defect is not indicated on the consignment note.

4.6                Any discrepancies with a delivery must be reported by the Customer to QAISL within 5 days of the date of delivery.

4.7                Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. QAISL shall not be liable for any delay in delivery of the Products that is caused by a Force Majeure Event or the Customer’s failure to provide QAISL with adequate delivery instructions or any other instructions that are relevant to the supply of the Products.

4.8                If QAISL fail to deliver the Products, QAISL’s 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 Products. QAISL shall have no liability for any failure to deliver the Products to the extent that such failure is caused by a Force Majeure Event or the Customer’s failure to provide QAISL with adequate delivery instructions or any other instructions that are relevant to the supply of the Products.

4.9                If the Customer fail to take delivery of the Products within three days of QAISL notifying the Customer that the Products are ready, then, except where such failure or delay is caused by a Force Majeure Event or QAISL’s failure to comply with QAISL’s obligations under the Contract:

(a)            delivery of the Products shall be deemed to have been completed at 9.00 am on the third day after the day on which QAISL notified the Customer that the Products were ready; and

(b)           QAISL shall store the Products until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).

4.10             If fifteen days after the day on which QAISL notified the Customer that the Products were ready for delivery the Customer have not taken delivery of them, QAISL may resell or otherwise dispose of part or all of the Products.

4.11             QAISL may deliver the Products by instalments. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.

5.                   Quality

5.1                QAISL warrant that on delivery, the Products shall:

(a)            conform with their description and the Specification; and

(b)           be free from material defects in design, material and workmanship; and

(c)            be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and

(d)           be fit for any purpose held out by QAISL.

5.2                Subject to clause 5.3, if:

(a)            the Customer give notice in writing to QAISL within 5 days of the date of delivery that some or all of the Products do not comply with the warranty set out in clause 5.1;

(b)           QAISL are given a reasonable opportunity of examining such Products; and

(c)            the Customer (if asked to do so by QAISL) return such Products to QAISL’s place of business at Your cost, manufacturer will collect bigger items

QAISL shall, in QAISL’s absolute discretion, repair or replace the defective Products, or refund the price of the defective Products in full.

5.3                QAISL shall not be liable for the Products’ failure to comply with the warranty set out in clause 5.1 in any of the following events:

(a)            the Customer make any further use of such Products after giving notice in accordance with clause 5.2;

(b)           the defect arises because the Customer (or an independent contractor hired by you) failed to follow QAISL’s oral or written instructions as to the storage, installation, use and maintenance of the Products or (if there are none) good trade practice regarding the same;

(c)            the defect arises as a result of QAISL following any drawing, design or specification supplied by the Customer;

(d)           the Customer alter or repair such Products without QAISL’s written consent;

(e)            the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or

(f)             the Products differ from the 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, QAISL shall have no liability to the Customer in respect of the Products’ 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 Products supplied by QAISL.

6.                   Title and risk

6.1                The risk in the Products shall pass to the Customer on completion of delivery.

6.2                Title to the Products shall not pass to the Customer until the Customer have paid for the Products in full (in cash or cleared funds).

6.3                Until title to the Products has passed to the Customer, the Customer shall:

(a)            store the Products separately from all other goods held by the Customer so that they remain readily identifiable as QAISL’s property;

(b)           not remove, deface or obscure any identifying mark or packaging on or relating to the Products;

(c)            maintain the Products in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;

(d)           notify QAISL immediately if the Customer become subject to any of the events listed in clause 16.1; and

(e)            give QAISL such information relating to the Products as QAISL may require from time to time.

7.                   Intellectual property rights

All Intellectual Property Rights in or arising out of or in connection with the Products or the Services shall be owned by QAISL.

8.                   Supply of Services

8.1                QAISL will provide the Services to the Customer in accordance with the Specification in all material respects.

8.2                QAISL will use all reasonable endeavours to meet any performance dates for the Services specified by the Customer, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.

8.3                QAISL will have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services.

8.4                Prior to supplying any Services to the Customer, QAISL may undertake a preliminary survey of the premises. the Customer acknowledge and agree that QAISL shall be entitled to rely upon the results of any such preliminary survey in determining QAISL’s obligations and that any conditions (or variations thereto) at the premises which were not reasonably apparent to QAISL at the time of the preliminary survey (or which occur or manifest themselves thereafter), shall be treated as Additional Services for which the Customer agree to pay the Additional Fees.

8.5                QAISL warrant that the Services will be provided using reasonable care and skill.

9.                   Changes

9.1                If either of us wishes to change the Products or the scope of the Services, we agree to work together to identify and agree such changes and the impact which the proposed changes will have on:

(a)            the Products or the Services;

(b)           our existing charges;

(c)            the timetable of delivery of the Products or carrying out the Services; and

(d)           any of these terms.

9.2                QAISL may, from time to time and without notice, change the Products or the Services in order to comply with any applicable safety or statutory requirements, provided that such changes do not materially affect the nature, scope of, or the charges for the Products or the Services.

10.                your obligations

10.1             The Customer shall:

(a)            ensure that the terms of the Order and (if submitted by the Customer) the Specification is complete and accurate;

(b)           co-operate with QAISL in all matters relating to the Services;

(c)            provide QAISL, our employees, agents, consultants and subcontractors, with access to the Customer’s premises and other facilities as reasonably required by QAISL to provide the Services;

(d)           provide QAISL with such information and materials as QAISL may reasonably require to supply the Services, and ensure that such information is accurate in all material respects;

(e)            prepare the Customer’s premises for the supply of the Services in accordance with our reasonable instructions;

(f)             obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;

(g)           be responsible (at the Customer’s own cost) for preparing and maintaining any relevant part of premises for the performance of the Services and for reinstating any such part of the premises once performance of the Services has been completed;

(h)           inform QAISL of any unusual layout or construction of the premises;

(i)             inform QAISL of all health and safety rules and regulations and any other reasonable security requirements that apply at the premises.

10.2             The Customer must allow QAISL access to the Customer’s premises at the time QAISL have agreed with the Customer.  If the Customer do not allow QAISL access to the Customer’s premises as arranged (and the Customer do not have a good reason for this) QAISL will charge the Customer for the additional costs incurred by QAISL as a result. If, despite QAISL’s reasonable efforts, QAISL are unable to contact the Customer or re-arrange access to the Customer’s premises QAISL may end the Contract.

10.3             The Customer shall be responsible for the collection, remittance and payment of any or all taxes, charges, levies, import duties, custom clearance, assessments and other fees of any kind imposed by governmental or other authority in respect of the purchase, importation, sale, lease or other distribution of the Products.

10.4             The Customer shall be responsible for obtaining any necessary import licences or permits necessary for the entry of the Products into any country outside of the UK, or their delivery to the Customer outside the UK.

10.5             If the performance of any of QAISL’s obligations in respect of the supply of Products and/or Services is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):

(a)            QAISL shall without limiting QAISL’s other rights or remedies have the right to suspend performance of the Services until the Customer remedy the Customer Default, and to rely on the Customer Default to relieve QAISL from the performance of any of QAISL’s obligations to the extent the Customer Default prevents or delays the performance of any of QAISL’s obligations;

(b)           QAISL will not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from QAISL’s failure or delay to perform any of QAISL’s obligations as set out in this clause 10.5; and

(c)            the Customer will reimburse QAISL on written demand for any costs or losses sustained or incurred by QAISL arising directly or indirectly from the Customer Default.

11.                product hire

11.1             QAISL may offer products for short term or long term hire.

11.2             During the period of such a hire, the Customer shall:

(a)            ensure that the product is kept and operated in a proper manner;

(b)           take such steps (including compliance with all safety and usage instructions provided by us or the manufacturer) as may be necessary to ensure, so far as is reasonably practicable, that the product is at all times safe and without risk to health when it is being used or maintained;

(c)            maintain the product at your own expense in good and substantial repair in order to keep it in a good operating condition (fair wear and tear only excepted);

(d)           make no alteration to the product;

(e)            keep us informed of all material matters relating to the product;

(f)             permit us to inspect the product on reasonable notice;

(g)           not, without our prior written consent, part with control of (including for the purposes of repair or maintenance), sell or offer for sale, let, lend or give the Product to another person;

(h)           not do or permit to be done any act or thing which will or may jeopardise our right, title and/or interest in the product.

11.3             If we agree to hire a product, we will require your credit/debit card details.  This is in case of loss/damage and you hereby authorise us to bill such credit/debit card in the event of any such loss or damage for such amount as we, in our absolute discretion, may decide (not to exceed the full price of the product).

11.4             The Customer agree to pay the hire charges within 7 days of receipt of an appropriate invoice.

11.5             The Customer acknowledge that we will not be responsible for any loss of or damage to the product arising out of or in connection with any negligence, misuse, mishandling of the product or otherwise caused by the Customer and the Customer undertake to indemnify QAISL on demand against the same, and against all losses, liabilities, claims, damages, costs or expenses of whatever nature otherwise arising out of, or in connection with, any failure by you to comply with clause 11.2.

12.                Price and payment – goods

12.1             The price of the Products shall be the price set out in the Order Acknowledgement.

12.2             Unless agreed otherwise, on placing the Order you will provide up-to-date and complete credit card details acceptable to QAISL and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provide the Customer’s credit card details to QAISL, the Customer hereby authorises QAISL to bill such credit card prior to dispatch of the Products for the full Product price.

12.3             QAISL may, by giving notice to the Customer at any time before dispatch of the Products to the Customer, increase the price of the Products to reflect any increase in the cost of the Products that is due to:

(a)            any factor beyond QAISL’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in transport costs, labour, materials and other manufacturing costs);

(b)           any request by the Customer to change the delivery date(s), quantities or types of Products ordered, or the Specification; or

(c)            any delay caused by any of the Customer’s instructions or the Customer’s failure to give QAISL adequate or accurate information or instructions.

12.4             The price of the Products:

(a)            excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to QAISL at the prevailing rate; and

(b)           excludes the costs and charges of packaging, insurance and transport of the Products.

12.5             Time of payment is of the essence.

13.                price and payment -services

13.1             Clause 13.2 shall apply if the Services are to be provided on a time-and-materials basis. Clause 13.3 and clause 13.5 shall apply if the Services are to be provided for a fixed price. The remainder of this clause 13 shall apply in either case.

13.2             Where the Services are provided on a time-and-materials basis:

(a)        the charges payable for the Services shall be calculated in accordance with QAISL’s standard daily fee rates as amended from time to time;

(b)        QAISL’s standard daily fee rates (as published from time to time) are calculated on the basis of an eight-hour day worked between 7.30 am and 4.30 pm on weekdays (excluding weekends and public holidays);

(c)        QAISL shall be entitled to charge it’s standard overtime rates (as amended from time to time) for each hour worked outside the hours referred to in clause 13.2 (b);

(d)        QAISL shall invoice the Customer for its charges for time, expenses and materials (together with VAT where appropriate). Each invoice shall set out the time spent and provide a detailed breakdown of any expenses and materials.

13.3             Where the Services are provided for a fixed price the total price for the Services shall be the amount set out in the Specification. The total price shall be paid to QAISL in instalments as set out in the Services. All amounts due under the Contract shall be paid by the Customer to QAISL in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law). QAISL shall invoice the Customer for the charges at each relevant stage, together with expenses and the costs of materials (and VAT, where appropriate).

13.4             Any fixed price contained in the Specification excludes VAT, which QAISL shall add to its invoices at the appropriate rate.

13.5             Unless otherwise agreed, the Customer shall pay each invoice submitted to it by QAISL in full, and in cleared funds, within 30 days of receipt.

13.6             Without prejudice to any other right or remedy that QAISL may have, if the Customer fails to pay on the due date QAISL may:

(a)        charge interest on such sum from the due date for payment at the annual rate of 4% above the base lending rate from time to time of Barclays Bank plc, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment; and

(b)        suspend all Services until payment has been made in full.

13.7             Time for payment shall be of the essence of the Contract.

14.                Additional Services

14.1             QAISL will notify the Customer as soon as reasonably practicable if it becomes apparent that Additional Services are likely to be required, identifying the required services.

14.2             QAISL will perform any Additional Service on receipt of a written instruction to do so by the Customer.

14.3             As soon as reasonably practicable after receiving an instruction to perform an Additional Service, QAISL will provide the Customer with a written estimate of cost of the Additional Service and its effect on the completion of the Services.

14.4             Unless the parties agree otherwise, the Additional Fee shall be a reasonable amount calculated by reference to QAISL’s time charges (as amended from time to time), provided that no Additional Fee shall be payable if the requirement for an Additional Service arises from QAISL’s default or negligence.

14.5             Any Additional Fee payable by the Customer will be included in the next invoice following performance of the Additional Service to which it relates.

15.                cancellation and right of return and refund

15.1             All requests for cancellations must be sent by email to sales@qaisl.co.uk.  QAISL may refuse to accept a cancellation in its absolute discretion.

15.2             Subject to the consent of QAISL in its absolute discretion, the Customer may return a catalogue Product within 7 days of receipt on condition that it is unused and in good working order.  The Customer will receive a refund of the money paid subject to a 20% restocking charge or £25 whichever is the greater. Products must not be returned until the Customer has received confirmation from QAISL that the return is accepted.

15.3             Products not ordered from the catalogue cannot be returned and are non-refundable unless faulty.

15.4             QAISL reserves the right to refuse the return of any Product without a consignment note or authorised returns note.

15.5             QAISL will refund the Customer on the credit card or debit card or to bank account used to purchase the Products.

16.                Termination

16.1             Without limiting QAISL’s other rights or remedies, QAISL may terminate the Contract with immediate effect by giving written notice to the Customer if:

(a)            the Customer commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 14 days of being notified in writing to do so;

(b)           the Customer take any step or action in connection with the Customer entering bankruptcy (if an individual), administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of the Customer’s assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

(c)            the Customer suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of the Customer’s business; or

(d)           the Customer’s financial position deteriorates to such an extent that in QAISL’s opinion the Customer’s capability to adequately fulfil the Customer’s obligations under the Contract has been placed in jeopardy.

16.2             Without limiting QAISL’s other rights or remedies, QAISL may suspend provision of the Products under the Contract or any other contract between us if the Customer become subject to any of the events listed in clause 16.1(b) to clause 16.1(d), or QAISL reasonably believes that the Customer are about to become subject to any of them.

16.3             Without limiting QAISL’s other rights or remedies, QAISL may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fail to pay any amount due under the Contract on the due date for payment and remain in default not less than 14 days after being notified to make such payment.

16.4             On termination of the Contract for any reason the Customer shall immediately pay all of QAISL’s outstanding unpaid invoices and interest.

16.5             Termination of the Contract shall not affect any of the parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of this Contract that existed at or before the date of termination.

16.6             Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.

17.                Limitation of liability

17.1             Nothing in these Conditions shall limit or exclude QAISL’s liability for:

(a)            death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);

(b)           fraud or fraudulent misrepresentation;

(c)            breach of the terms implied by section 12 of the Sale of Goods Act 1979; or

(d)           defective products under the Consumer Protection Act 1987; or

(e)            any matter in respect of which it would be unlawful for QAISL to exclude or restrict liability.

17.2             Subject to clause 17.1:

(a)            QAISL shall under no circumstances whatsoever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, loss of business, or any indirect or consequential loss arising under or in connection with the Contract; and

(b)           QAISL’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 the price of the Products supplied.

18.                Force majeure

Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure result from a Force Majeure Event. If the period of delay or non-performance continues for 3 months, the party not affected may terminate the Contract by giving 14 days’ written notice to the affected party.

19.                General

19.1             Assignment and other dealings.

(a)            QAISL may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of QAISL’s rights or obligations under the Contract.

(b)           the Customer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of the Customer’s rights or obligations under the Contract without QAISL’s prior written consent.

19.2             Entire agreement.

(a)            This Contract constitutes the entire agreement between us and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter.

(b)           QAISL both agree that neither of us shall have any remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms and Conditions. QAISL both agree that we shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

19.3             Variation.  QAISL may revise these terms and conditions at any time and shall notify the Customer in any such event.

19.4             Waiver. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default.  A delay or failure to  exercise, or the single or partial exercise of, any right or remedy shall not:

(a)            waive that or any other right or remedy; nor

(b)           prevent or restrict the further exercise of that or any other right or remedy.

19.5             Severance. 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.

19.6             Notices.

(a)            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, or fax or email.

(b)           A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 19.6(a); if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second 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 or email, one day after transmission.

(c)            The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

19.7             Third party rights. No one other than a party to the Contract and their permitted assignees shall have any right to enforce any of its terms.

19.8             Governing law and Jurisdiction.

The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of England and Wales.  QAISL each irrevocably agree 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 the Contract or its subject matter or formation.

18.                arbitration

18.1             Any dispute, controversy, or claim arising out of or in connection with the Contract, or the breach, termination or validity thereof, shall be submitted to the Chartered Institute of Arbitrators (CIArb) and settled by final and binding arbitration in accordance with the CIArb Arbitration Rules. Judgment on any award issued under this provision may be entered by any court of competent jurisdiction.”

18.2             A sole arbitrator shall be appointed by agreement of the parties. If the parties have not agreed on the appointment of a sole arbitrator within 30 days of the respondent’s receipt of a notice of arbitration, then, at the request of one of the parties, a sole arbitrator shall be appointed by the CIArb.

18.3             The place of arbitration shall be London, United Kingdom. The proceedings shall be conducted in accordance with the arbitration law of the place of the arbitration.

18.4             The language(s) of the arbitration proceedings shall be English.

18.5             The contract shall be governed by the substantive laws of England and Wales

18.6             The arbitration agreement shall be governed by the laws of England and Wales.

 

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