Sigma PlantFinder Limited
Terms and conditions for the supply of goods
The Customer's attention is drawn in particular to the provisions of condition 7 (Quality), condition 10 (limitation of liability), condition 11 (termination).
1. Interpretation
1.1 Definitions:
Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Business Hours: the period from 9.00 am to 5.00 pm (GMT) on any Business Day.
Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 13.4.
Contract: the contract between Sigma and the Customer for the sale and purchase of the Goods in accordance with these Conditions.
Customer: the person or firm who purchases the Goods from Sigma.
Delivery Location: has the meaning given in clause 4.3.
Force Majeure Event: an event, circumstance or cause beyond a party's reasonable control.
Goods: the goods (or any part of them) set out in the Order.
Order: the Customer's order for the Goods, as set out in the Customer's acceptance of Sigma's quotation.
Specification: any specification for the Goods, including any related plans and drawings, photographs, that is agreed in writing by the Customer and Sigma.
Sigma: the company Sigma Plantfinder Limited, registered in England and Wales with company number 09106588 of Middlesbrough Road, Middlesbrough, TS6 6LZ.
1.2 Interpretation:
(a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
(b) A reference to a party includes its personal representatives, successors and permitted assigns.
(c) A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.
(d) Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.
(e) A reference to writing or written excludes fax but not email.
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 law, trade custom, practice or course of dealing (including any terms or conditions which the Customer purports to apply under any purchase order, confirmation of order, specification or other document)
2.2 The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.
2.3 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions.
2.4 The Customer is responsible for ensuring that the terms of the Order and any applicable Specification are complete and accurate.
2.5 The Order shall only be deemed to be accepted when the non-refundable deposit set out in the written pro-forma invoice issued by Sigma is received in full and cleared funds by Sigma, at which point and on which date the Contract shall come into existence.
2.6 Any quotation is given on the basis that no Contract shall come into existence until Sigma receives in full and cleared funds the non-refundable deposit set out in the written pro-forma invoice issued by Sigma. Any quotation is valid for a period of 30 days only from its date, provided that Sigma has not previously withdrawn it.
3. Goods
3.1 The quantity and description of the Goods shall be as set out in the pro-forma invoice.
3.2 The Customer undertakes that following delivery of the Goods, the Goods will not be sold and/or transferred in breach of UK sanctions regimes under the Sanctions and Anti-Money Laundering Act 2018 and under other UK legislation such as the Export Control Order 2008 and the Anti-Terrorism, Crime and Security Act 2001, including but not limited to financial sanctions and trades sanctions.
4. Delivery
4.1 Delivery shall not take place until Sigma has received in full (in cash or cleared funds) all sums due to it in respect of:
(a) the Goods; and
(b) all other sums which are or which become due to Sigma from the Customer on any account.
4.2 Unless otherwise agreed in writing by the parties that the Customer shall collect the Goods, Sigma shall,
(a) arrange that it’s appointed carrier shall deliver the Goods to the location set out in the Order or such other location as the parties may agree or if no such location is specified, the Customer’s place of business (Delivery Location);
(b) arrange for suitable transport and delivery of the Goods to the Delivery Location at the Customer’s expense and at a time notified in writing to the Customer;
4.3 If agreed in writing by the parties, Sigma (or its appointed carrier) shall, where applicable, provide the Customer with such export documents as are necessary.
4.4 Where applicable (for example if the Customer is arranging shipping), the Customer shall without delay send proof of export of the Goods to Sigma.
4.5 Delivery is completed on arrival of the Goods at the Delivery Location.
4.6 Any dates quoted for delivery are approximate only and the time of delivery is not of the essence. Sigma shall not be liable for any delay in delivery of the Goods howsoever caused, including but not limited to a delay caused by shipping and transport agents, a Force Majeure Event or the Customer's failure to provide Sigma with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.7 The Customer shall provide at the Delivery Location, and at its expense, adequate and appropriate equipment and manual labour for loading or unloading the Goods.
4.8 Sigma may affect delivery of the Goods in one or more instalments Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
4.9 If for any reason the Customer fails to accept delivery of any of the Goods when Sigma has notified the Customer that the Goods are ready for delivery, or Sigma is unable to deliver the Goods on time because the Customer has not provided appropriate instructions, documents, licences or authorisations or where applicable the Customer fails to pick up the Goods from the Delivery Location:
(a) risk in the Goods shall pass to the Customer (including for loss or damage caused by Sigma's negligence);
(b) the Goods shall be deemed to have been delivered; and
(c) Sigma may store the Goods until actual delivery takes place, whereupon the Customer shall be liable for all related costs and expenses (including, without limitation, storage, insurance and increase in freight costs).
4.10 If after 10 (ten) Business Days from the day on which Sigma notified the Customer that the Goods were ready for delivery and/or pick up the Customer has not accepted actual delivery of them or picked them up from the Delivery Location, Sigma may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage, additional freight costs, taxes, duties, selling costs and any other associated additional 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.
4.11 In certain delivery circumstance, Sigma may need to charge a refundable export bond.
5. Non-delivery and delay
5.1 The Goods as recorded by Sigma on despatch from Sigma's place of business shall be conclusive evidence of the Goods received by the Customer on delivery unless the Customer can provide conclusive evidence proving the contrary.
5.2 Subject to the other provisions of these conditions, Sigma shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by Sigma's negligence), nor shall any delay entitle the Customer to terminate or rescind the Contract.
5.3 Sigma 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 Sigma with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
5.4 Sigma shall not be liable for any non-delivery of Goods (even if caused by Sigma's negligence) unless the Customer gives written notice to Sigma of the non-delivery within 3 days of the date when the Goods would in the ordinary course of events have been received.
5.5 Any liability of Sigma for non-delivery of the Goods shall be limited to replacing the Goods with Goods of an equal or similar value within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods.
6. Import and export licences
6.1 Unless otherwise agreed in writing, the Customer is responsible for obtaining, at its own cost, such import licences, export licences and other consents in relation to the Goods as are required from time to time and, if required by Sigma, the Customer shall make those licences and consents available to Sigma prior to the relevant shipment.
7. Quality
7.1 The Customer shall, where reasonably practicable, be given, prior to the Contract, a reasonable opportunity to inspect the Goods and having done so the Customer hereby accepts the Goods in their existing condition at the time of inspection. Where no inspection occurs the Customer hereby accepts the Goods in their existing condition.
7.2 Sigma warrants that (subject to the other provisions of these conditions) upon delivery to the Delivery Location the Goods shall be of satisfactory quality within the meaning of the Sale of Goods Act 1979 and the Consumer Rights Act 2015 taking into account their age, price, and the fact that they are in a used condition.
7.3 Sigma warrants that (subject to the other provisions of these conditions) where any servicing is carried out by Sigma on any of the Goods, that servicing shall be carried out in accordance with recommended procedures and to a satisfactory standard.
7.4 Unless otherwise specified in the Contract or agreed between Sigma and the Customer in writing, Sigma (subject to the other provisions of these conditions) provides no warranty, in respect of any recorded milometer readings of any Goods.
7.5 Sigma shall not be liable for a breach of any of the warranties in condition 7.2 or 7.3 unless:
(a) the Customer gives written notice of the defect to Sigma within 7 days of the time when the Customer discovers or ought to have discovered the defect; and
(b) Sigma is given a reasonable opportunity after receiving the notice of examining such Goods and the Customer (if asked to do so by Sigma) returns such Goods to Sigma's place of business at Customer's cost for the examination to take place there.
7.6 Without prejudice to the generality of any other provision in condition 7 or condition 12 limitation of liability, where Goods are sold as used and not new, Sigma shall not be liable for a breach of any of the warranties in condition 7.2 if;
(a) the Customer was given, prior to the Contract, a reasonable opportunity to inspect the Goods and having done so accepted the Goods in their existing condition at the time of inspection; or
(b) the Customer was given, prior to the Contract, a reasonable opportunity to inspect the Goods, but failed to do so; or
(c) the Customer fails to give written notice of the defect to Sigma within 14 days from delivery or within 14 days from the earliest day the Customer had a reasonable opportunity of inspecting the Goods whichever is later.
7.7 Sigma shall not be liable for a breach of any of the warranties in condition 7.2 or condition 7.3 if:
(a) the Customer makes any further use of such Goods after giving notice under condition 7.5 or condition 7.6; or
(b) the defect arises because the Customer failed to follow Sigma's oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice; or
(c) the Customer alters or repairs such Goods without the written consent of Sigma.
7.8 Sigma shall not be liable for a breach of any of the warranties in condition 7.2 if the Customer’s usual place of business is not within the United Kingdom.
7.9 Sigma shall not be liable for a breach of the warranty in condition 7.3 if the Customer’s usual place of business is not within the United Kingdom.
7.10 Subject to condition 7.5, condition 7.6, condition 7.7, condition 7.8 and condition 7.9, if any of the Goods do not conform with any of the warranties in condition 7.2 Sigma shall at its option repair or replace such Goods (or the defective part) or refund the price of such Goods at the pro rata Contract rate provided that, if Sigma so requests, the Customer shall, at the Customer’s expense, return the Goods or the part of such Goods which is defective to Sigma.
7.11 Subject to condition 7.5, condition 7.6, condition 7.7, condition 7.8 and condition 7.9, if any servicing work carried out by Sigma in respect of the Goods, does not conform with the warranty in condition 7.3, Sigma shall at its option re-perform any servicing work provided that the total liability for such servicing work shall be limited to any invoice value of the original servicing.
7.12 If Sigma complies with condition 7.10 it shall have no further liability for a breach of the warranty in condition 7.2.
7.13 If Sigma complies with condition 7.11 it shall have no further liability for a breach of any of the warranty in condition 7.3.
7.14 Except as provided in this clause 7, Sigma shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 7.2 and 7.3.
7.15 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and the Consumer Rights Act 2015 are, to the fullest extent permitted by law, excluded from the Contract.
7.16 These Conditions shall apply to any repaired or replacement Goods supplied by Sigma.
7.17 The Customer acknowledges that the Goods are supplied “as is” and “with all faults” where Goods are supplied as used and not as new the condition of those Goods will be commensurate with age, condition and price. The Customer shall take all necessary steps to obtain sufficient information about and inspect the Goods prior to Contract in order to ensure that it is fully aware of the current condition of the Goods.
7.18 The Customer acknowledges that where Goods are supplied not as new the Goods:
(a) may have undergone modifications;
(b) may not contain all original parts;
(c) will not come with a manufacturer’s warranty;
(d) may not conform or be compliant with the health and safety standards, regulations, legislation and requirements of the relevant country or territory where it is to be delivered and/or used.
7.19 In respect of used Goods (not sold as new) the warranties provided under these conditions do not cover:
(a) being unmodified or containing original parts;
(b) conforming to any applicable and/or relevant health and safety standards, regulations, legislation or requirements;
(c) being fit for purpose;
(d) normal wear and tear, cosmetic damage or deterioration due to age or use;
(e) being free from defects;
(f) damaged resulting from misuse, abuse, negligence, improper installation or unauthorised repairs.
7.20 The Customer shall take all necessary steps to obtain sufficient information about the Goods and inspect the Goods, prior to Contract, in order to ensure that it is fully aware of the current condition of the Goods.
7.21 It is the Customer sole responsibility to ensure any operators that use the Goods are fully trained and Sigma shall have no responsibility and/or liability whatsoever for use of the Goods by the Customer.
7.22 The Customer shall indemnify Sigma 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 Sigma in connection with any claim made against Sigma arising out of or in connection with Customer's use of the Goods including but not limited to death or personal injury caused by negligence. This clause 7.22 shall survive termination of the Contract.
8. Title and risk
8.1 Unless notified otherwise upon reasonable notice, the risk in the Goods shall pass to the Customer on completion of delivery at the Delivery Location; upon the Customer being notified by Sigma of arrival of the Goods at the Delivery Location or deemed delivery whichever is earlier.
8.2 Legal and beneficial title in the Goods shall not pass to the Customer until Sigma has received in full (in cash or cleared funds) all sums due to it from the Customer in respect of:
(a) the Goods; and
(b) all other sums which are or which become due to Sigma from the Customer on any account.
8.3 Sigma shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from Sigma.
8.4 On termination of the Contract, howsoever caused, Sigma's (but not the Customer's) rights contained in this condition 8 shall remain in effect.
9. Price and payment
9.1 The price of the Goods shall be the price set out in the Order.
9.2 Subject to condition 9.4, payment of the price for the Goods is due in pounds sterling or such other currency as agreed by the parties and shall be paid as follows:
(a) an agreed percentage of the price as set out in the Order is payable immediately upon receipt of Sigma’s pro-forma invoice, by way of a non-refundable deposit in full and in cleared funds to a bank account nominated in writing by Sigma.
(b) the balance of the price together with all other payments due to Sigma from the Customer under the Contract is payable within 14 days from the date of issue of the invoice to the Customer by Sigma in full and in cleared funds to a bank account nominated in writing by Sigma.
9.3 The Goods shall remain on sale until the non-refundable deposit payable under condition 9.2(a) is received in full and in cleared funds by Sigma.
9.4 Time for payment shall be of the essence. No payment shall be deemed to have been received until Sigma has received cleared funds.
9.5 Subject to condition 9.6, all payments payable to Sigma under the Contract shall become due immediately on its termination despite any other provision.
9.6 Once the non-refundable deposit has been paid by the Customer, the Contract come into existence, the Contract cannot be cancelled by the Customer and all the balance of the agreed price, all other payments due under the Contract and all other sums which are or which become due to Sigma from the Customer on any account, shall remain due and payable in accordance with 9.2(b).
9.7 If the Customer does not comply with these terms and conditions, including payment of the remaining balance of the price under condition 9.2(b) and condition 9.6, Sigma reserves the right to cancel the Contract and the Goods will be treated as abandoned and any non-refundable deposits, price paid and other payments made by the Customer in respect of the contract will be forfeit.
9.8 The deposit payable under condition 9.2(a) is non-refundable except in the event due to any factor beyond Sigma's control, Sigma is unable to supply the Goods as per the Order, in which case Sigma will provide a full refund of deposit to the Customer within 30 days of notification by Sigma to the Customer that the Order is being cancelled.
9.9 Sigma may, by giving notice to the Customer at any time 7 Business Days before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
(a) any factor beyond Sigma's control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs, freight costs and insurance);
(b) any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or
(c) any delay caused by any instructions of the Customer or failure of the Customer to give Sigma adequate or accurate information or instructions.
9.10 The price of the Goods:
(a) excludes amounts in respect of value added tax (VAT) or any other applicable taxes such as sales tax, goods and service tax, excise duties, customs duties or similar taxes or levies in the relevant jurisdictions, which the Customer shall additionally be liable to pay to Sigma at the prevailing rate, subject to the receipt of a valid invoice; and
(b) excludes the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Customer.
9.11 If the Customer fails to make a payment due to Sigma under the Contract by the due date, then, without limiting Sigma's remedies under clause 9, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 9.10 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%. Sigma reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.
9.12 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, discount, abatement, deduction or withholding (other than any deduction or withholding of tax as required by law) unless the Customer has a valid court order requiring an amount equal to such deduction to be paid by Sigma to the Customer.
10. Limitation of liability
10.1 The limits and exclusions in this clause reflect the insurance cover Sigma has been able to arrange and the Customer is responsible for making its own arrangements for the insurance of any excess liability.
10.2 References to liability in this clause 10 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
10.3 Subject to condition 4, condition 5 and condition 7, the following provisions set out the entire financial liability of Sigma (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of:
(a) any breach of these conditions;
(b) any use made or resale by the Customer of any of the Goods, or of any product incorporating any of the Goods; and
(c) any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.
10.4 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.
10.5 Nothing in these conditions excludes or limits any liability of Sigma for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979;
(d) under section 2(3), of the Consumer Protection Act 1987; or
(e) any liability that legally cannot be limited.
10.6 Subject to clause 10.4 and 10.5, Sigma's total liability to the Customer shall be limited to the Contract price.
10.7 Subject to clause 10.4 and 10.5, Sigma liability for following types of loss are wholly excluded:
(a) loss of profits;
(b) loss of sales or business;
(c) loss of agreements or contracts;
(d) loss of anticipated savings;
(e) loss of use or corruption of software, data or information;
(f) loss of or damage to goodwill; and
(g) indirect or consequential loss.
10.8 This clause 10 shall survive termination of the Contract.
11. Termination
11.1 Without limiting its other rights or remedies, Sigma may terminate this Contract without liability to the Customer with immediate effect by giving written notice to the Customer if:
(a) the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 7 days of that party being notified in writing to do so;
(b) the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, 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 its 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 becomes bankrupt or makes a composition or arrangement with his creditors or being a limited company has a Petition issued for the Insolvency of that company or goes into liquidation or carries out its business under an Administrator, Receiver, Manager or Liquidator or enters into a scheme or arrangement for the benefit of its creditors or any of them.
(d) circumstances exist or arise which, in the reasonable opinion of Sigma, materially and adversely affect the performance of, or the ability or intent to perform, the Customer’s duties and obligations under the Contract;
(e) the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
(f) the Customer's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.
11.2 Without limiting its other rights or remedies, Sigma may suspend provision of the Goods under the Contract or any other contract between the Customer and Sigma if the Customer becomes subject to any of the events listed in clause 11.1(b) to clause 11.1(f), or Sigma 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.
11.3 Without limiting its other rights or remedies, Sigma may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment and remains in default not less than seven days after being notified in writing to make such payment.
11.4 On termination of the Contract for any reason the Customer shall immediately pay to Sigma all of Sigma's outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, Sigma shall submit an invoice, which shall be payable by the Customer immediately on receipt.
11.5 On termination of the Contract by either party and for any reason:
(a) the Customer shall forfeit any deposit paid to Sigma under these Conditions;
(b) the Goods will remain the property of Sigma;
(c) Sigma reserves the right to charge a cancellation fee in addition to any deposits previously received;
(d) the accrued rights and liabilities of the parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination, shall not be affected.
11.6 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.
12. Force majeure
Sigma reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Goods ordered by the Customer (without liability to the Customer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of Sigma including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, provided that, if the event in question continues for a continuous period in excess of 90 days, the Customer shall be entitled to give notice in writing to Sigma to terminate the Contract.
13. General
13.1 Assignment and other dealings.
(a) Sigma may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.
(b) The Customer may not assign, transfer, mortgage, charge, subcontract, delegate, 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 Sigma.
13.2 Confidentiality.
(a) Each party undertakes that it shall not at any time, disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or supplier of the other party, except as permitted by clause 13.2(b).
(b) Each party may disclose the other party's confidential information:
(i) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 13.2; and
(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
(c) Neither party shall use the other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.
13.3 Entire agreement.
(a) The Contract constitutes the entire agreement between the parties.
(b) Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
13.4 Variation. No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
13.5 Waiver.
(a) A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
(b) A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
13.6 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision of the Contract is deemed deleted under this clause 11.6 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
13.7 Notices.
(a) All notices between the parties about the Contract shall be in writing and delivered by hand or sent by pre-paid first class post or sent by fax or email:
i. in case of notices to Sigma to its place of business or such changed address as shall be notified to the Customer by Sigma; or
ii. (in the case of notices to the Customer) to any address of the Customer set out in any document which forms part of the Contract or such other address as shall be notified to Sigma by the Customer.
(b) Notices shall be deemed to have been received:
i. if sent by pre-paid first class post, two days (excluding Saturdays, Sundays and bank and public holidays) after posting (exclusive of the day of posting); or
ii. if delivered by hand, on the day of delivery; or
iii. if sent by fax or email on a working day prior to 4.00 pm, at the time of transmission and otherwise on the next working day.
13.8 Third party rights.
The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
13.9 Governing law. 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.
13.10 Jurisdiction. 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 the Contract or its subject matter or formation.