These Conditions and all Contracts are provided in the English language only. We can offer our services in other languages through the use of an interpreter if requested. Contact us on 01326 702110.
This document states the Conditions which govern the purchase and supply of Goods to Buyers.
1. Definitions and Interpretation
1.1 In these Conditions, the following expressions will have the following meanings unless inconsistent with the context:
1.1.1 "Bespoke Specification" has the meaning specified in clause 12.5;
1.1.2 “Business Day” means any day other than Saturday, Sunday or a public holiday in either the Company’s place of business or the country of delivery within the UK or such other days when the Company’s sales office is closed as notified to the Buyer from time to time;
1.1.3“Buyer” has the meaning specified in clause 2.2
1.1.4 “Company” has the meaning specified in clause 2.1;
1.1.5 “Contract” has the meaning specified in clause 3.2;
1.1.6 “Conditions” means these terms and conditions as amended from time to time in accordance with clause 4.1;
1.1.7 “Force Majeure Event” has the meaning specified in clause 16.2;
1.1.8 “Goods” means any goods and, so far as the context permits, any services provided by the Company to a Buyer;
1.1.9 "IPR" means patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information including know-how and trade secrets, and all other intellectual property rights, whether registered or unregistered, and including all applications and rights to apply for and be granted, renewals or extensions of, 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;
1.1.10 “Minimum Order Quantity” means an Order for Goods where the total Order is a full carton/box and cannot be split.
1.1.11 "Non-stock Products" has the meaning specified in clause 7.3.2
1.1.12 “Non-returnable Goods” means those Goods which are specified as non-returnable and are bespoke in design or requirement to the Buyer's Bespoke Specification or specified instruction.
1.1.13 “Order” has the meaning specified in clause 3.1 and “Ordered” will be construed accordingly;
1.1.14 "Order Confirmation" has the meaning specified in clause 3.2;
1.1.15 “Party” means either the Company or the Buyer and “Parties” will be construed accordingly;
1.1.16 “Stock Products” has the meaning specified in clause 7.3.1;
1.1.17 “VAT” means value added tax chargeable under the Value Added Tax Act 1994 and any similar replacement or additional tax
1.1.18 “Website” means the Company’s website with the URL www.flexi-hex.com
1.2 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.3 A reference to a party includes its personal representatives, successors or permitted assigns.
1.4 A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
1.5 Any phrase introduced by the terms including, include, in particular or any similar expression will be construed as illustrative and will not limit the sense of the words preceding those terms.
2. Conditions Applicable
2.1 Flexi-Hex Limited is a company incorporated in England and Wales with company registration number 10666482 and VAT number 284 421 502, whose registered office is at The Net Loft, The Moors, Porthleven, Cornwall, United Kingdom TR13 9JX (“Company”).
2.2 These Conditions will apply to all Contracts entered into for the sale of Goods by the Company to a buyer who is acting in the course of a business (“Buyer”).
2.3 The Contract (including these Conditions) constitutes the entire agreement between the Parties. The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company which is not set out in these Conditions. Any samples, drawings, descriptive matter, or advertising issued by the Company and any descriptions or illustrations contained in the Company’s catalogues, brochures or the Website are issued or published for the sole purpose of giving an approximate idea of the Goods described therein. They will not form part of the Contract or any other contract between the Parties for the sale of the Goods, to the exclusion of all other terms and conditions (including any terms implied by trade, custom, practice or course of dealing) and to any previous oral or written communication between the Company and the Buyer.
3. Orders and the Formation of a Contract
3.1 The Buyer may place an order for Goods (“Order”) by the methods permitted by the Company in its sole discretion.
3.2 An Order constitutes an offer from the Buyer to the Company to purchase the Goods specified in such Order. All Orders shall be deemed to be accepted when the Company issues a written acceptance of the Order ("Order Conformation") to the Buyer, at which point the contract shall come into existence (“Contract”). For the avoidance of doubt, these Conditions will be automatically incorporated into all Contracts.
3.3 The Company is under no obligation to accept any Order from the Buyer. Where reasonably practicable, the Company will communicate any decision not to accept an Order by 5.00pm on the day the Order is received provided the Order is received before 4.45pm that same day. Such decisions in relation to Orders received after 5.00pm will be communicated by 5.00pm on the next Business Day.
3.4 A Buyer may cancel an Order at any time before the Order Confirmation is issued by the Company. A Buyer may not cancel an Order at any time after the Order Confirmation is issued without the Company’s prior written agreement.
3.5 The Contract will relate only to Goods dispatched to the Buyer.
3.6 An Order will be conclusive evidence of a Buyer’s acceptance of these Conditions.
3.7 The Company will only accept Orders from Buyers acting in the course of a business and not from persons acting in an individual capacity or dealing as consumers. The Company is not obliged to accept Orders from packaging businesses nor any other similar business in direct or indirect competition with the Company.
3.8 In the event that the Company agrees to sell Goods to a Buyer who is a wholesale, distributor or reseller business, that Buyer agrees they may not assign, transfer, subcontract, or deal in any other manner with any or all of its rights, products or obligations under the contract without prior written consent of the Company. Written approval is required to re-sell the Goods to an end user of the Goods.
3.9 Any quotation is valid for a maximum period of 30 days from it’s creation date, unless we expressly withdraw it at an earlier time.
4. Variation of these Conditions
4.1 The Company reserves the right to add to, alter, amend or withdraw at any time without notice any of these Conditions. The current conditions can be found on the website. No variations of the contract, whether about description of the goods, price or otherwise, can be made after it has been entered into unless the variation is agreed by the Buyer and the supplier in writing.
5. Accuracy of Information
5.1 Whilst the Company has attempted to ensure that the information within its catalogues, the Website and other publications is correct at the time of publication, they do not form part of any Contract. For technical reasons, colour illustrations should be viewed as a guide only.
5.2 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, invoice or other document or information issued by the Company will be subject to correction without any liability on the part of the Company.
6. Telephone Calls
6.1 The Company reserves the right to monitor and record all telephone calls from Buyers and use such recordings for any purpose in connection with the business of the Company.
7. Orders, Specifications and Returns
7.1 The Company may make any changes to the specification of the Goods so long as such changes do not materially affect their performance or quality or if needed to conform with any applicable health, safety or other statutory requirements.
7.2 Whilst the Company will endeavour to supply the Goods Ordered, the Company reserves the right to supply Goods of a comparable specification without notice and to vary to a reasonable extent the quantities delivered from those ordered to conform with the Company’s or its suppliers’ standard packaging.
7.3 The Goods sold by the Company are at its absolute discretion categorised as:-
7.3.1 “Stock Products” being Goods ordinarily held in stock by the Company;
7.3.2 “Non-stock Products” being Goods not ordinarily held in stock by the Company;
7.3.3 "Non-returnable Goods" being those Goods which are specified as non-returnable and are bespoke in design or requirement to the Buyer's specified instruction or Bespoke Specification.
7.4 The return of any Goods will only be accepted in the Company’s absolute discretion or if they are defective at the date of delivery. Any Goods which are so returned must be accompanied by any promotional items provided with them, whether or not those promotional items themselves are defective. The Company reserves the right to charge the Buyer for such promotional items not duly returned.
7.5 The Company may, in its sole discretion, refund or credit the Buyer with the price for Stock Products (except Non-returnable Goods) which are returned within 14 days of delivery provided that the Stock Products are unopened and returned in their original packaging and condition. Non-stock Products cannot be returned. This does not affect the Buyer’s statutory rights. For Health & Safety reasons, no food related packaging products may be accepted for return unless they are shown to be defective. The Buyer is responsible for the safe return at their own cost.
8. Price and Payment
8.1 Prices quoted in the Company’s sales literature and website are so far as practicable the Company’s correct selling price. However, due to the ever-changing nature of the paper, pulp and packaging market, unless otherwise agreed in writing, the Company reserves the right at any time to change the price of Goods without notice to the Buyer. The price of the Goods will be as stipulated in the Company’s price list current at the date of dispatch of the Goods. However, where practicable, the Company will notify the Buyer of price changes prior to implementation.
8.2 Prices quoted are exclusive of VAT which will be charged at the rate prevailing on the date of dispatch of the Goods or the date of the Company’s invoice for the Goods if earlier.
8.3 The Buyer will pay the price of the Goods Ordered in full and in cleared funds within 14 days of the date of the Company’s invoice notwithstanding that title in the Goods has not passed to the Buyer. The time of payment will be of the essence of the Contract.
8.4 The price of the Goods is exclusive of the costs and charges of packaging, insurance or transportation of the Goods. Shipping quotes are provided in our sales order and quotations and reflect the true cost of delivery.
8.5 The Buyer will pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Buyer will not be entitled to assert any credit, set-off or counterclaim against the Company in order to justify withholding payment of any such amount in whole or in part. The Company may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Buyer against any amount payable by the Company to the Buyer.
8.6 The Company reserves the right to grant, refuse, withdraw, restrict, alter, suspend or cancel credit terms at its sole discretion. The Company reserves the right to refuse, suspend or cancel Orders for Goods where the Buyer is or is liable to become in breach of its credit terms.
8.7 Where the Buyer’s account has been suspended or cancelled in accordance with clause 8.6, or its credit limit is reached or exceeded, the Company will be under no obligation to accept any further Orders.
8.8 If the Buyer fails to make payment on the due date then without prejudice to any other right or remedy available to the Company, the Company will be entitled to charge the Buyer:-
8.8.1 Interest (both before and after any judgment) on the amount unpaid at the rate of 4% above the prevailing Bank of England base rate until payment is made; plus
8.8.2 An administration fee of up to £35.00.
9.1 In any case, regardless of events beyond our control, delivery and transit times are approximate and maybe subject to change.
9.1.1 You agree we may deliver the Goods in instalments if we suffer a shortage of stock or other genuine and fair reason and you are not liable for extra charges.
9.1.2 If you or your nominee fails, through no fault of ours, to take delivery of the Goods at the Delivery Location, we may charge the reasonable costs of storing and redelivering them.
9.1.3 The Goods will become your responsibility from the completion of delivery or Buyer collection. You must, if reasonably practicable, examine the Goods before accepting them.
9.1.4 For orders outside of the UK, the Buyer agrees to pay import, customs, excise, duties, tariffs or other taxes on all Goods.
9.2 As provided in clause 8.4, the price of the Goods is exclusive of delivery costs. The Buyer is responsible for payment of delivery costs on all Orders, which shall be invoiced to the Buyer.
9.3 Any dates quoted for delivery of the Goods are approximate only and the Company will not be liable for any delay in delivery however caused.
9.3.1 The Company may make an additional charge for deliveries where the Buyer specifically requests and the Company agrees to deliver by an agreed time.
9.4 For the purposes of this clause 9, an Order is received when it is in the Company’s possession. In the case of internet Orders or Emails this will be the time of receipt in the time zone in which the Company operates. Orders received on a Business Day after 5.00pm or not on a Business Day will be deemed to have been received and accepted at 9.00am on the next Business Day.
9.5 The Buyer must notify the Company within 5 Business Days of delivery of any discrepancies in the Goods received, otherwise, all the Goods Ordered as stated on the delivery note will be deemed to have been delivered and accepted.
9.6 The Company will not be liable for any delay in delivery of the Goods under this clause 9 that is caused by a Force Majeure Event or any other breach, act or omission by the Buyer.
9.7 If the Buyer fails to accept delivery of the Goods within 3 attempts by the Company to deliver the Goods, then, except where such failure is caused by a Force Majeure Event or the Company’s failure to comply with its obligations under the Contract:
9.7.1 Delivery of the Goods will be deemed to have been completed at the time at which the Company makes the third attempt to deliver the Goods and the Buyer shall pay for the Goods in accordance with clause 9.3. After the third attempt is made, it shall be up to the Buyer to contact the Company to arrange for the Goods to be delivered to the Buyer or collected from the Company (at the Company’s option) at such time as may be acceptable to the Company; and
9.7.2 The Company may store the Goods until delivery or collection (as the case may be) takes place, and charge the Buyer for all related costs and expenses (including insurance). Where the Company does store the Goods, it may, at the Buyer’s cost and upon giving not less than 9 Business Days’ notice in writing to the Buyer, sell such Goods or otherwise dispose of part or all of the Goods,
9.8 If, before title to the Goods passes to the Buyer, the Buyer becomes subject to any of the events listed in clause 11.2, or the Company reasonably believes that any such event is about to happen and notifies the Buyer accordingly, then, provided that the Goods have not been resold, or irrevocably incorporated into another product, and without limiting any other right or remedy the Company may have, the Company may at any time require the Buyer to deliver up the Goods and, if the Buyer fails to do so promptly, enter any premises of the Buyer or of any third party where the Goods are stored in order to recover them.
10. Risk and Property
10.1 Risk of damage to or loss of the Goods will pass to the Buyer at the time of delivery.
10.2 Notwithstanding delivery and the passing of risk in the Goods or any other provision of these Conditions, title to the Goods or any part thereof will not pass to the Buyer until:-
10.2.1 the Company has received cleared funds for all monies owed, due or payable by the Buyer to the Company for such Goods and any other Goods agreed to be sold by the Company to the Buyer for which payment is then due; or
10.2.2 the Company serves notice in writing on the Buyer specifying that title in the Goods or any specified part thereof has passed to the Buyer.
10.3 Until title to the Goods has passed to the Buyer in accordance with clause 10.2, the Buyer will:
10.3.1 hold the Goods or any part thereof as a bailee of the Company;
10.3.2 store the Goods, in accordance with the storage conditions set out at clause 10.6 of these Conditions, separately from all other goods held by the Buyer to ensure they remain readily identifiable as the Company's property;
10.3.3 insure the Goods or any part thereof in the same state and condition in which they were delivered; and
10.3.4 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods.
10.4 The Company will be entitled to recover the Goods in respect of which title has not passed to the Buyer at any time and the Buyer hereby authorises the Company, its officers, employees and agents to enter upon any premises of the Buyer for the purpose either of satisfying itself that clause 10.3 is being complied with by the Buyer or recovering any Goods in respect of which title has not passed to the Buyer.
10.5 Until such time as the title to Goods passes to the Buyer, the Buyer will be entitled to use the Goods in the ordinary course of business unless notified by the Company in writing to the contrary.
10.6 The Buyer acknowledges that paper is sensitive to ambient atmospheric conditions and the effect of relative humidity and temperature can change the properties of the paper board constituting the Goods. The cellulosic fibres from which the Goods are made absorb water, swell and weaken at high humidity and release water and stiffen at low humidity. Until such time as the title to Goods passes to the Buyer, the Buyer will ensure that the Goods are stored correctly in accordance with the general storage requirements set out in this clause 10.6 and any specific storage instructions provided by the Company on delivery:
10.6.1 always store Goods under cover in a still air environment;
10.6.2 store Goods on dry flat pallets in a horizontal plane until used;
10.6.3 do not stack pallets of Goods more than two high;
10.6.4 store Goods in atmospheric conditions of between 50% and 70% relative humidity;
10.6.5 Do not cover the Goods in plastic stretch film (pallet wrap) as the Goods need to acclimatise to the relative humidity of the storage location.
11. Buyer’s Insolvency or Incapacity
11.1 If the Buyer becomes subject to any of the events listed in clause 11.2, or the Company reasonably believes that the Buyer is about to become subject to any of them and notifies the Buyer accordingly, then, without limiting any other right or remedy available to the Company, the Company may cancel or suspend all further deliveries under the Contract or under any other contract between the Buyer and the Company without incurring any liability to the Buyer, and all outstanding sums in respect of Goods delivered to the Buyer will become immediately due.
11.2 For the purposes of clause 11.1, the relevant events are:
11.2.1 the Buyer suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986, or (being a partnership) has any partner to whom any of the foregoing apply;
11.2.2 the Buyer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where the Buyer is a company) these events take place for the sole purpose of a scheme for a solvent amalgamation of the Buyer with one or more other companies or the solvent reconstruction of the Buyer;
11.2.3 (being an individual) the Buyer is the subject of a bankruptcy petition or order;
11.2.4 (being a company) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Buyer;
11.2.5 (being a company) a floating charge holder over the assets of the Buyer has become entitled to appoint or has appointed an administrative receiver;
11.2.6 a person becomes entitled to appoint a receiver over the assets of the Buyer or a receiver is appointed over the assets of the Buyer;
11.2.7 any event occurs, or proceeding is taken, with respect to the Buyer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 11.2.1 to clause 11.2.6 (inclusive);
11.2.8 the Buyer suspends, threatens to suspends, ceases or threatens to cease to carry on all or substantially the whole of its business;
11.2.9 the financial position of the Buyer deteriorates to such an extent that, in the opinion of the Company, the capability of the Buyer to adequately fulfil its obligations under the Contract has been placed in jeopardy; or
11.2.10 (being an individual) the Buyer dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation.
12.1. A shortage or surplus, charged pro rata not exceeding 10% will be considered due execution of any order.
12.2 Goods will be manufactured in accordance with the specified and/or approved by the Buyer subject to a tolerance of +/-5mm. Whilst every endeavour will be made to supply materials in accordance with the quality of samples submitted or quoted for materials of not less strength than those quoted may be substituted for those quoted.
12.3 Samples. Where a sample of the Goods is shown to and inspected by the Buyer, the parties hereto accept that such a sample is representative in nature and the bulk of the order may differ as a result of the manufacturing and design process.
12.4 Samples are for size and style only and are not representative of the final performance of the goods.
12.5 Concept design ideas. The Company is not a design agency but it may, at the request of the Buyer, provide some concept packaging ideas to illustrate potential bespoke Goods. The parties hereto accept that such concept packaging ideas are provided for illustrative purposes only and impose no contractual obligations on either party. Any final specification for the provision of bespoke Goods will be agreed directly between the Buyer and its appointed manufacturer ("Bespoke Specification"). The Company shall have no liability in respect of the Buyer's Bespoke Specification or its suitability for the Buyer's intended use.
13.1 Nothing in these Conditions seeks to limit or exclude the Company’s liability for:
13.1.1 death or personal injury caused by the Company’s negligence or the negligence of its employees, agents or subcontractors (as applicable);
13.1.2 fraud, fraudulent misrepresentation or other dishonesty;
13.1.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
13.1.4 defective products under the Consumer Protection Act 1987.
13.2 Subject to clause 13.1 and the remaining provisions of this clause 13:
13.2.1 the Company will not be liable to the Buyer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of revenue, profit, business interruption, business opportunity, goodwill, reputation or other economic loss whether direct or indirect and whether arising under or in connection with the Contract or any concept design ideas or the use or re-sale of the Goods by the Buyer or otherwise.
13.2.2 the Company’s total liability to the Buyer in respect of all losses arising under or in connection with the Contract or the use or re-sale of the Goods by the Buyer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise (including where such loss is caused by the acts or omissions of its employees, agents or subcontractors), will not exceed the price paid for the Goods.
13.3 Goods incorrectly supplied or invoiced as result of error on the part of the Company will be collected and credited without charge but only to the extent that such error is not attributable in whole or in part to an act or omission of the Buyer. This is the Buyer’s sole remedy in such circumstances and the Company will have no further liability.
13.4 When Ordering through the Website, the Buyer must ensure it has in place reasonable virus protection. The Company accepts no liability for viruses transmitted or passed to the Buyer through use of the Website.
13.5 Subject to clauses 9.1.2 and 13.1, the Company’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Order for Goods will be limited to the price of each Order accepted by the Company with the Buyer.
14. Intellectual Property Rights
14.1 All IPR in the Goods arising under or in connection with a Contract shall be the property of the Company.
14.2 The Buyer shall indemnify the Company against all damages, losses and expenses arising as a result of the Buyer's breach of the Company's IPR or any action or claim that any Goods supplied to the Buyer's Bespoke Specification infringe the IPR of a third party.
The Buyer will indemnify the Company in respect of any loss, damages, claims, expenses, proceedings, judgments or costs that the Company is subject to as a result of the Buyer’s negligence, any act or omission in breach of the Contract and the Buyer’s use of the Goods.
16. Force Majeure
16.1 The Company will not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Company’s obligations in relation to the Goods, if the delay or failure was due to a Force Majeure Event.
16.2 A Force Majeure Event means any cause beyond the Company’s reasonable control, which by its nature could not have been foreseen, or if it could have been foreseen, was reasonably unavoidable. Without prejudice to the generality of the foregoing, the following will be regarded as Force Majeure Events:-
16.2.1 acts of God, adverse weather conditions, explosion, flood, tempest, pandemics, epidemics, diseases, fire or accident;
16.2.2 war or threat of war, sabotage, insurrection, civil disturbance, requisition or terrorism;
16.2.3 acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
16.2.4 import or export regulations or embargoes;
16.2.5 strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Company or of a third party);
16.2.6 difficulties in obtaining raw materials, labour, fuel, parts or machinery;
16.2.7 power failure or breakdown in any vehicle or machinery or any computer malfunction, such vehicle, machinery or computer being used by the Company for the purposes of complying with its obligations in the Contract; or
16.2.8 the imposition of stopping, waiting, parking or similar restrictions which delay or prevent the Company from reasonably effecting delivery of the Goods.
17.1 Any notice or other communication given to a Party under or in connection with the Contract will 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 in writing in accordance with this clause, and will be delivered personally, sent by pre-paid first-class post, recorded delivery, commercial courier, fax or e-mail.
17.2 A notice or other communication will be deemed to have been received: if delivered personally, when left at the address referred to in clause 16.1; if sent by pre-paid first-class post or recorded delivery, at 9.00 am on the second Business Day after posting, if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by fax or e-mail, one Business Day after transmission.
17.3 The provisions of this clause 16 will not apply to the service of any proceedings or other documents in any legal action.
18.1 If any provision or part thereof of the Contract is or becomes are invalid, illegal or unenforceable to any extent, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract.
18.2 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 and each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract or its subject matter or formation.
18.3 Nothing in the Contract will confer, nor does the Company or Buyer intend it to confer, any enforceable right on any third party and the Contracts (Rights of Third Parties) 1999 will not apply.
18.4 The Company may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract. The Buyer may not assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract without the prior written consent of the Company.
18.5 A waiver of any right or remedy under the Contract is only effective if given in writing and will not be deemed a waiver of any subsequent breach or default. No failure or delay by a Party to exercise any right or remedy provided under the Contract or by law will constitute a waiver of that or any other right or remedy, nor will it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy will preclude or restrict the further exercise of that or any other right or remedy.