TERMS AND CONDITIONS
These terms and conditions (“Terms”) are the Terms of The Garden Alchemist Ltd a company registered in England, number 016068848, whose registered office is 87 Frimley Road, Camberley, England, GU15 3EQ
(“TGA”).
These Terms apply to the purchase of Goods and Services from TGA as set out herein.
1. Definitions and Interpretation
1.1 In these Terms:
a. “Agreed Date” means the date on which the provision of the Services will commence as agreed by the Parties;
b. “Agreed Times” means the times which the Parties shall agree upon during which TGA shall have access to the Property to render the Services.
c. “Confidential Information” means, in relation to either Party, information which is disclosed to that Party by the other Party (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such).
d. “Customer” means the individual, business or legal entity that requires the Services subject to these Terms and any agreement;
e. “Final price” means the total of all sums payable which shall be shown on the invoice issued in accordance with Clause 4 of these Terms and Conditions;
f. “Goods” means the products supplied by TGA;
g. “Job” means the complete rendering of the Services;
h. “Order” means the Customer’s initial request to acquire the Services from TGA as set out in Clause 2 of these Terms;
i. “Party” mean TGA or Customer;
j. “Parties” means TGA and Customer;
k. “Property” means the Customer’s property or premises, as detailed in any agreement, at which the Services are to be rendered;
l. “Quotation” means the quotation given by TGA for the provision of Goods and/or Services quoted to the Customer by TGA.
m. “Services” means the roofing and ancillary roofing services provided by TGA as detailed in Clause 5 of these Terms.
n. “Visit” means any occasion, scheduled or otherwise, on which TGA shall visit the Property to render the Services.
o. “Work Area” means the part of the Property within which the Services are to be rendered.
1.2 A reference to in writing includes letter and email and agreed between the Parties.
1.3 The headings of these clauses shall not affect the interpretation thereof.
1.4 The masculine includes the feminine and vice versa.
1.5 The singular includes the plural and vice versa.
1.6 Reference to any enactment, order, regulation or other similar instrument, shall be construed as a reference to the enactment, order, regulation or instrument as amended by any subsequent enactment, order, regulation or instrument.
1.7 References to persons shall include corporations.
1.8 If there is any inconsistency or conflict between what is set out in any of the conditions of these Terms, agreement or Schedule then these Terms shall prevail.
1.9 If there is any inconsistency or conflict between what is set out in any of the conditions in these Terms and what is set out in any variation agreed between the Parties the variation shall prevail.
1.10 These Terms supersedes any representations, documents, negotiations or understandings, whether oral or written, made, carried out or entered into before the date of receipt of these Terms, except that this clause shall not exclude liability in respect of any fraudulent misrepresentation.
2. Orders
2.1 TGA accepts orders for Goods or Services in via email or in writing.
2.2 When placing an Order the Customer shall set out, in detail, the Services required. Details required include the location and size of the Property and type and scope of the works is required.
2.3 TGA may provide an order form or may issue a purchase order to the Customer which shall provide prompts for all required information.
2.4 The Customer shall be free to make changes to the Order and Quotation prior to acceptance.
2.5 TGA accept confirmation of Orders in writing via email or letter.
3. Quotes, Estimates, Deposit and Acceptance of Works
3.1 TGA will not be under any obligation to provide an estimate to the customer.
3.2 Where a deposit on works is required it will be set out.
3.3 Orders shall not be deemed confirmed until any deposit or pre-payment for Goods is made by the Customer.
3.4 Unless agree otherwise and set out in any documents issued by TGA any deposit paid shall be non-refundable.
3.5 TGA’s Quotation is not an offer but merely an invitation to the Customer to make an order for Goods and /or Services under the terms and conditions of TGA.
3.6 TGA will not be bound to any estimates provided orally.
3.7 No variation or modification of or substitution for these Terms (even if included in or referred to in the document placing the order) shall be binding on TGA unless specifically accepted by TGA in writing.
3.8 TGA may refuse to accept an order:
3.8.1 where goods are not available;
3.8.2 where TGA cannot obtain authorisation for your payment;
3.8.3 if there has been a pricing or product description error;
3.8.4 if you do not meet any eligibility criteria set out in our Terms; or
3.8.5 for any other reason at our sole discretion.
3.9 Where TGA have issued a Quotation for a fixed measurable and, after Works are commenced, the area is different then TGA will enact re-measuring. This re-measuring is classed as a variation and the variation measurement will prevail.
3.10 For each project TGA will give Customer an estimated project plan within a specified time plan. The Customer accepts that there may be variations to timelines set out in any estimate.
3.11 Any offer supplied by TGA is subject to withdrawal at any time before receipt of an unqualified acceptance from the Customer, and shall be deemed withdrawn unless it has been accepted within 14 day.
3.12 Any estimate will set out the likely minimum costs involved based on a visual inspection by TGA and/or details supplied by the Customer.
3.13 Any Final Price will be calculated based on the original estimate and in accordance with the provisions of the delivery of the Services.
3.14 TGA will accept no liability for checking customer supplied drawings or plans.
3.15 In addition, TGA reserves the right to increase the price prior to any works being carried out, equivalent to the increase of cost to TGA including additional materials, labour, equipment hire and transport since the date of the provided price (either done so in writing, email or orally).
3.16 Any estimate provided by TGA may be revised in the following circumstances:
a. If after the submission of the estimate by TGA, the customer instructs TGA (whether in written or orally) to provide additional works or services not referenced or detailed within the estimate.
b. If following the submission of the estimate by TGA, there is an increase in the cost of materials to be supplied.
c. If following the submission of the estimate by TGA, it is discovered further works and services need to be carried out which had not been anticipated.
d. If following submission of the estimate or works carried out, it is discovered that there was a manifest error when the estimate was prepared.
4. Prices, Fees and Payment
4.1 Prices are subject to alteration or withdrawal without notice.
4.2 Orders can only be accepted subject to the condition that Goods will be invoiced at prices ruling on the date of dispatch from the supplier unless otherwise stated on an official quotation of TGA. Unless otherwise stated prices are net ex works excluding VAT.
4.3 Upon acceptance of written documents provided by TGA the Customer will pay the deposit set out in the document.
4.4 Where project value exceeds £5,000.00 Customer may be requested to pay 50% on placing order, and subsequent percentages 7 days before work starts with balance upon completion.
4.5 All documents shall include the price payable for the Services and for the estimated sundry products required to render the Services.
4.6 TGA shall use all reasonable endeavours to use only the products required (and quantities thereof) set out in the Quotation; however if additional sundry products are required are required the Final Price shall be adjusted to reflect this.
4.7 In the event that the prices of sundry parts and other products required or services increase during the period between the Customer’s acceptance of the Quotation and the commencement of the Services, TGA shall inform the Customer of such increase and of any difference in the Final Price.
4.8 TGA shall invoice the Customer for any balance outstanding when the provision of the Services is complete.
4.9 Unless otherwise agreed all payments are due within 14 days of completion.
4.10 Any sums which remain unpaid following the expiry of the time period set out in these Terms or any variation shall incur interest under the Late Payment of Commercial Debts (Interest) Act 1998 and subsequent amendments. (the “Act”) as well as all legal and debt recovery fees incurred by TGA in collecting any monies as a debt and will be added to the index amount.
4.11 Where the Customer is a limited company then the directors named at Companies House agree they will accept and incur personal liability for any unpaid monies incurred by the limited company. Where the legal entity is an LLP then the named partner(s) who agreed the contract accept personal liability for any fees due to TGA
4.12 Payment is by cash or bank transfer. Cheque payments are only accepted for deposit and will only be deem paid upon receipt of cleared funds into TGA.
4.13 Sums payable pursuant to these Terms are exclusive of Valued Added Tax (“VAT”) which shall be paid at the prevailing rate providing it is properly detailed on an invoice in compliance with prevailing legislation.
4.14 Neither Party shall be entitled to set-off any sums in any manner from payments due or sums received in respect of any claim for any works carried out by TGA.
5. Services
5.1 The Services shall be rendered in accordance with any agreed specification agreed between the parties.
5.2 TGA may provide sketches, plans, diagrams or similar documents in advance of the Job. Any such material is intended for illustrative purposes only and is not intended to provide an exact specification of the Job nor to guarantee specific results.
5.3 Any materials required and set out by the Customer must be paid via cleared funds to TGA 7 working days prior to any agreed start date.
5.4 TGA shall ensure that the Services are rendered with reasonable care and skill and to a reasonable standard which is commensurate with best trade practice.
5.5 TGA shall ensure that all products and materials and other goods used in rendering the Services are in compliance with any relevant standards and are free of defects at the time of use.
5.6 In as much as is reasonably possible, TGA shall use its reasonable endeavours to ensure that no work done will have any effect on the Property outside of the Work Area.
5.7 Any extra protection or shielding required by the customer will be agreed with the Customer and charged back to the Customer.
5.8 TGA shall ensure compliance with any and all relevant codes of practice.
5.9 Unless otherwise agreed the Customer will be responsible for all waste and the cost of the removal of all waste and the permissions required.
5.9.1 Where agreed TGA shall properly dispose of all waste that results from the rendering of the Services.
5.10 If any damage is done by TGA during the course of the Job that is the fault of TGA , then TGA shall make good that damage prior to completing the Job.
5.11 Where any inspections are required following the completion of the Job it shall be agreed between the Customer and TGA to ensure that those inspections are carried out.
5.12 TGA will not be held liable for any circumstances which it could not have foreseen at the initial quote stage (the “Unforeseen Event”) and the Customer agrees to pay any extra costs to remedy any Unforeseen Event that cause postponement or cessation of the Services, after the initial quote have been accepted by the Customer. Events include, but not limited to discovery of old sewer workings, dry rot, asbestos contamination, discovery of protected species (e.g. bats) or other event that could not have been foreseen during the exercise of due diligence by TGA during the quoting and acceptance stage.
5.13 If, during any delivery of Services, the Customer requests remedial or making good works from any other tradesperson(s) or TGA then TGA will not accept any claim against the requested works as set out in this sub clause 5.13.
5.14 Time shall not be of the essence in the rendering of the Services under these Terms.
6. Delivery
6.1 Goods shall be at the risk of the Customer or their agent at the moment of arrival of the Goods at the point of delivery and before the commencement of unloading, or at point of loading if the Customer or a carrier/agent is collecting the Goods representing the Customer.
6.2 Delay due to circumstances outside the control of TGA shall not entitle the Customer to cancel any order or refuse to accept delivery. Offers for delivery from stock are made subject to Goods remaining unsold on receipt of order.
6.3 Deliveries are Mon to Fri 8am – 6pm unless otherwise stated. Saturdays may be negotiated by special arrangement and cost. Delivery times are estimates only. Any permits or access requirement must be obtained by Customer and notified to TGA. If permits are not obtained by Customer then Customer agrees to indemnify TGA against any penalty charges levied against TGA for the delivery of Goods.
6.4 Delivery vehicle parking must be within close and safe proximity to the delivery address.
6.5 The Customer shall indemnify TGA against all claims for damages and liability whatsoever arising out of compliance by TGA with the Customer’s delivery instructions. Failed deliveries are rechargeable at the full rate.
7. Unloading and Receiving Of Goods:
7.1 If and when required the Customer shall provide all necessary assistance to TGA in unloading Goods at the point of delivery by way of a minimum two able-bodied helpers. It is the driver’s responsibility to deliver the goods to within safe and practical distance to both themselves and the vehicle from the delivery point only and not into the delivery address.
7.2 The Customer shall indemnify TGA against all claims for damages and liability whatsoever arising out of compliance by TGA with the Customers delivery instructions.
7.3 Failed deliveries are rechargeable at the cost charged or incurred to TGA .
8. Property in the Goods
The property in any Goods delivered or supplied under these Terms shall not pass to the Customer until their price and interest and any other, sum payable have been paid in full. Until actual payment of all such sums, the Customer shall hold goods in the fiduciary capacity of bailee (and without prejudice to the generality of the foregoing, the Customer shall store and mark goods in such manner that they shall be readily ascertainable as Goods which are the property of TGA ).
9. Damage or Shortage
9.1 Goods are to be checked on delivery. Customer must notify TGA of any product quality issues at time of delivery or prior to installation.
9.2 Where Goods are delivered by outside carrier’s damage or part loss claims cannot be entertained unless the carriers and TGA is notified on the day of delivery and confirmed in writing within three days from date of delivery.
9.3 Where TGA delivers goods and a receipt of delivery note signed by the Customer is received, the Goods will be considered as examined and therefore TGA can entertain no claim for damage or loss.
9.4 The Customer may not exclude this provision either by marking his signature ‘unexamined’ or by failing to return the signed delivery note or otherwise
9.5 TGA shall not be liable for any claims made in respect of costs incurred in replacing or re-fixing damaged or faulty Goods. TGA’s liability is to replace damaged or faulty Goods or item only in accordance with Manufacturers Guarantee.
9.6 Flawed Goods if fitted are deemed as accepted.
9.6.1 TGA is not responsible for any loss or cost incurred should it agree to replace the flawed item. The customer is liable for replacement installation costs.
9.6.2 This does not affect a Customer’s statutory rights.
10. Defects
10.1 Under no circumstances will TGA be responsible for any defects which result from the work of third party contractors over which TGA has no control.
10.2 Prior to the completion of the Job, TGA and the Customer will work together to produce a snag list identifying any faults or defects in TGA ’s work which will require rectification prior to completion.
11. Customer’s Obligations
11.1 If any consents, licenses or other permissions are needed from any third parties such as landlords, planning authorities, local authorities or similar, it shall be the Customer’s responsibility to obtain the same in advance of the commencement of the Services.
11.2 If any party wall agreements are required in order for the Services to be rendered, it shall be the Customer’s responsibility to enter into those agreements prior to the start of the Job.
11.3 The Customer shall ensure that TGA can access the Property at the Agreed Times to render the Services.
11.4 The Customer shall have the option of giving TGA a set of keys to the Property or being present at the Agreed Times to give TGA access. TGA warrants that all keys shall be kept safely and securely.
11.5 The Customer shall ensure that TGA has access to electrical outlets and a supply of hot and cold running water.
11.6 The Customer shall ensure that the Work Area is kept clear of furniture, fixtures and fittings and out of use for the duration of the Job unless otherwise directed by TGA. .
11.7 If the Customer does access the Work Area at any time during the course of the Job they must observe all relevant health and safety rules and must comply with any additional instructions given to them by TGA.
11.8 The Customer must give TGA at least 2 days’ notice if TGA will be unable to gain access to provide the Services on a particular day or at a particular time. TGA will not invoice for cancelled Visits provided such notice is given. If less than 2 days’ notice is given TGA shall invoice the Customer for the labour due to attend.
12. Cancellation
12.1 Where a Customer cancels then TGA will refund all monies paid where materials and labour has not been expended less any restocking fee.
12.2 Where product has been cut and additional charges have been incurred by TGA then Customer remains liable for these charges and will be invoiced.
12.3 Where materials have been pre-paid all refunds will be liable to any re-stocking fee charged by the supplier.
12.4 Where a Customer cancels the Job less than 14 days of the Agreed Date then TGA reserve the right to charge back the cost of any pre-booked labour and any cancellation charges for specialist equipment hired that are due by TGA and set out in any Quotation.
12.5 TGA may cancel the Job at any time before the Agreed Date and shall refund all sums paid, including any Deposit and any expenditure for materials paid by the Customer.
13. Liability, Indemnity and Insurance
13.1 The Customer shall indemnify TGA against all claims, demands, proceedings, actions, damages, costs, expenses and any other liabilities in respect of, or arising out of, the provision of the Services in relation to the injury or death of any person, or loss of or damage to any property including property belonging to TGA or TGA ’s customer, financial loss arising from any advice given or omitted to be given by the Customer any other loss which is caused directly or indirectly by any act or omission of the Customer. This does not apply to the extent that such injury, death, loss or damage arises out of the act, default, or negligence of TGA , its employees, or agents not being the Customer or persons engaged by the Customer.
13.2 TGA will accept liability for:
13.3 death or personal injury resulting from its negligence;
13.4 fraud or fraudulent misrepresentation;
13.5 any other liability which cannot be excluded by law.
13.6 Except as provided in clause 13.2 TGA ’s total liability in respect of any one default under any Order shall not exceed the total amount being paid under that Order. If a number of defaults give rise to substantially the same loss or are attributable to the same or similar cause, then they shall be regarded as giving rise to only one claim. TGA will be afforded a reasonable opportunity to remedy any such default.
13.7 Except as provided in clause 13.2, TGA shall not be liable for:
13.8 loss of business, profits, revenue, anticipated savings, (even where the same arise directly from a breach of these conditions);
13.9 special, indirect or consequential losses, even if foreseeable by or in the contemplation of TGA ; or
13.10 any claim made against the Customer by any other person.
13.11 TGA shall ensure that they have in place at all times suitable and valid insurance which shall include public liability insurance.
13.12 TGA is not liable for any loss or damage suffered by the Customer which results from the Customer’s failure to follow any instructions given by TGA.
13.13 TGA will not hold any responsibility for any damage suffered to a part of any Property where the damage is in whole or in part a consequence of a defect or weakness in that part of the Property.
13.14 TGA will not hold responsibility or liability for damage caused whilst investigating and repairing any plumbing, gas or drainage work, including blockages.
13.15 If damage to plaster and brickwork is caused it will be the customer’s responsibility to make good. TGA cannot accept responsibility for any damage to wallpaper, paintwork, tiles, carpet, furniture etc. Any silicone work does not carry any guarantee.
13.16 It is the responsibility of the Customer to protect items of furniture, furnishings, fixtures and fittings. TGA will make reasonable efforts not to cause damage. It is suggested that the customer remove items that is considered to be at risk from any order placed by the Customer.
13.17 The Customer shall indemnify TGA against any costs, liability, damages, loss, claims or proceedings arising out of the Customer’s failure to meet any of its obligations or any other breach of these Terms.
14 Guarantee and Warranty
14.1 Notwithstanding the provisions of clause 14.4 all materials workmanship and methods used are guaranteed to be free from defects and are suitable for the purpose for which they are manufactured and installed provided that such materials ate installed according to TGA’s current recommendations at the time and are subsequently used under normal and reasonable conditions.
14.2 All defects must be notified to TGA by the Customer in writing within 14 days, and TGA and its insurers must be provided the opportunity to inspect the work and any alleged defect.
14.3 This inspection shall only apply to work carried out and completed by TGA that has been paid in full by the Customer.
14.4 Following the inspection and it transpires the alleged defect is not the result of any work or Services carried out or provided by TGA, TGA reserves the right to make a charge to the Customer for the inspection visit at its standard rate.
14.5 TGA reserves the right to not carry out any work where the Customer cannot provide sufficient evidence that the work was originally carried out by TGA, or where full payment has not been received for said work.
14.6 This does not affect your statutory rights.
14.7 Exclusions are:
14.7.1 Any parts or materials supplied by TGA will only be provided with the manufacturers or suppliers guarantee, and are not guaranteed by TGA.
14.7.2 Any systems or structures which have not been installed by TGA.
14.7.3 Any defects resulting from the misuse, wilful act or faulty workmanship by the Customer or any other third party working for or under the direction of the Customer.
14.7.4 Any structural defects, such as but not limited to subsidence and its resultant effect.
14.7.5 Any damage by any outside force or extreme acts of nature.
15 Health and safety at work
15.1 TGA shall observe the provisions of the Health and Safety at Work Act 1974 and the Management of Health and Safety at Work Regulations 1999 and all other regulations, approved Codes of Practice and amendments thereto pertaining to the health and safety of employees and members of the public and shall ensure that its agents, employees and sub-Suppliers are competent to carry out their respective tasks with due regard to the Supplier’s obligations under these Acts and other instruments.
15.2 Each Party agrees to notify the other Party of any health and safety hazards which may arise in connection with the performance of the Services.
16 Confidentiality
16.1 “Confidential information” shall mean all information disclosed by one Party to the other, orally in writing or in electronic form that is not in the public domain (except where disclosure is in the public domain due to a breach of this clause). It shall also include information, documents, drawings, reports or data the Supplier may acquire or generate under or in connection with any agreement or Purchase Order.
16.2 Neither Party shall, without the prior written consent of the other, publish or disclose to any person, or permit any such disclosure by any of its employees or representatives, any Confidential Information received by it in relation to the Services or the Party’s business generally.
17 Intellectual Property Rights
17.1 The Customer hereby grants to TGA a perpetual non-exclusive royalty-free license to use any deliverable or material created by the performance or delivery of any Services unless, under this clause 18, the Customer would own the IPR (including but not limited to data, drawings, design, working papers and the contents of any report). The Customer agrees that TGA may without let or hindrance publish, alter, release, license or otherwise exploit and deal with such material as it thinks fit, via any medium.
18 Data Protection
The Parties agree at all times to abide by the provisions of the General Data Protection Regulation 2016/679 (“GDPR 2018”).
19 Force majeure
19.1 Neither Party to these Terms shall be liable to the other nor held in breach if either Party is prevented, hindered or delayed in the performance of its obligations by any act of God, war, riot, civil commotion, explosion, fire, radiation, accident, terrorism, government action, interruption in the supply of power, labour dispute other than a dispute concerning the Supplier’s employees or the employees of its sub-Suppliers, epidemic or other circumstances beyond the control of the Parties which prevents a Party from, or hinders or delays a Party in, performing its obligations (and which the application of due diligence and foresight could not have prevented).
19.2 If either Party is prevented from performing their obligations due to any of the circumstances listed in clause 19.1 for longer than 14 days either Party may immediately terminate via 7 days written notice to the other Party.
20 Termination
20.1 Either Party may immediately terminate any Order by giving written notice to the other Party if:
20.1.1 If either Party commits a fundamental breach of its obligations without remedy;
20.1.2 any sum owing to that Party by the other Party is not paid within 7 days of the due date for payment;
20.1.3 the other Party commits any other breach of any agreed provisions and, if the breach is capable of remedy, fails to remedy it within 7 days after being given written notice giving full particulars of the breach and requiring it to be remedied;
20.1.4 the other Party makes any voluntary arrangement with its creditors or becomes subject to an administration order (within the meaning of the Insolvency Act 1986);
20.1.5 the other Party has a provisional liquidator, receiver, or manager of its business or undertaking duly appointed;
20.1.6 where a Party or any of its employees or sub-suppliers becomes embroiled in matters attracting significant negative publicity liable to reflect adversely on the other Party, including but not limited to any occasion on which any of these persons is convicted of an arrestable offence;
20.1.7 where the Party is an individual if he shall die or be adjudged incapable of managing his affairs within the meaning of Part VII of the Mental Health Act 1983.
20.1.8 the other Party ceases, or threatens to cease, to carry on business.
20.2 For the purposes of sub-Clause 20.1.1, a breach shall be considered capable of remedy if the Party in breach can comply with the provision in question in all respects.
20.3 The rights to terminate shall not prejudice any other right or remedy of either Party in respect of the breach concerned (if any) or any other breach.
21 Effects of Termination
21.1 Upon termination for any reason:
21.1.1 any sum owing by either Party to the other under any of the provisions of any agreement shall become immediately due and payable;
21.1.2 all Clauses which, either expressly or by their nature, relate to the period after the expiry or termination shall remain in full force and effect;
21.1.3 termination shall not affect or prejudice any right to damages or other remedy which the terminating Party may have in respect of the event giving rise to the termination or any other right to damages or other remedy which any Party may have in respect of any breach of any agreement which exist at or before the date of termination;
21.1.4 subject as provided in this Clause 21 and except in respect of any accrued rights neither Party shall be under any further obligation to the other.
22 Dispute resolution
22.1 In the event of a disagreement or dispute between the Parties in relation to the Services or in relation to the interpretation of any agreement the Parties shall, in the first instance, endeavor to resolve the disagreement or dispute themselves (or through their representatives).
22.2 In the event of a failure to reach an agreement in accordance with clause 22.1 within a reasonable time then the disagreement or dispute shall be referred to any mediation or conciliation procedure by reference to a third independent party agreed by the Parties. Any such mediation or conciliation will not be binding on the Parties.
22.3 If such dispute or difference is not resolved within twenty-one days of the dispute being referred to mediation or conciliation under clause 22.2 then such dispute shall be referred to the lowest cost arbitration put forward by either Party’s and such a referral to arbitration shall be deemed to be a referral in accordance with the Arbitration Act 1996 and any statutory modification or re-enactment thereof for the time being in force.
22.4 The costs of mediation, conciliation and/or the appointment of the arbitrator shall be shared equally between the Parties and the arbitrator shall determine which Party shall pay any costs subsequently incurred.
23 Notices
All notices served shall be in writing and shall be delivered by hand or sent by pre-paid first class recorded delivery post to the addresses agreed and exchanges at point of Order (which addresses may themselves be amended by notice in accordance with this clause). Notices served by hand will be deemed served the day after service. Notices sent by post shall be deemed to have been received by the addressee 2 days after the day on which they were posted (excluding weekends and public holidays).
24 Waiver
Failure by either Party at any time to enforce the provisions of these Terms or to require performance by either Party of any of the provisions of these Terms shall not be construed as a waiver of or as creating an estoppel in connection with any such provision and shall not affect the validity of these Terms or any part thereof or the right of either Party to enforce any provision in accordance with its terms.
25 Illegality
If any provision or term of any Order or agreement or any part of it shall become unenforceable for any reason whatsoever, including but without limitation by reason of the provisions of any legislation, Regulation, Order, Direction of the Secretary of State or other provision having the force of law or by reason of any decision of any Court of competent jurisdiction, the validity and enforceability of the remainder of any agreement Order or Purchase Order shall not be affected thereby and shall remain in full force and effect.
26 Assignment and Sub-Contracting
26.1 Any Order or agreement shall be personal to the Parties. Neither Party may assign, mortgage, charge (otherwise than by floating charge) or sub-licence or otherwise delegate any of its rights thereunder, or sub-contract or otherwise delegate any of its obligations thereunder without the written consent of the other Party, such consent not to be unreasonably withheld.
26.2 TGA shall be entitled to perform any of the obligations undertaken by it through any other member of its group or through suitably qualified and skilled sub-contractors. Any act or omission of such other member or sub-contractor shall be deemed to be an act or omission of TGA.
27 Relationship of the Parties
Nothing in any Order or agreement shall constitute or be deemed to constitute a partnership, joint venture, agency or other fiduciary relationship between the Parties other than the contractual relationship expressly provided for in any Order or agreement.
28 Counterparts
Any Order or agreement may be entered into in any number of counterparts and by the Parties to it on separate counterparts each of which when so executed and delivered shall be an original, but all the counterparts together shall constitute one and the same instrument.
29 Severance
In the event that one or more of the provisions of these Terms is found to be unlawful, invalid or otherwise unenforceable, that / those provision(s) shall be deemed severed from the remainder of any Order or agreement and/or these Terms. The remainder of any Order or agreement and/or these Terms shall be valid and enforceable.
30 Contracts (Rights of Third Parties)
The Contracts (Rights of Third Parties) Act 1999 shall not apply to any Order or agreement and no person who is not a party to any Order or agreement shall be entitled to enforce any of the provisions pursuant to that Act.
31 Governing law
These Terms are governed by, and are to be construed in accordance with, English law and the Parties submit to the exclusive jurisdiction of the courts of England and Wales.