Terms and Condition for the Supply of Goods

By Kamado Joe UK Limited

Revised and Amended July 2021

Kamado Joe UK Limited, 3 Maritime House, The Hart, Farnham, Surrey, GU9 7HW, UK, registered in England and Wales, Company No 11292875

TABLE OF CONTENTS

1. DEFINITIONS AND INTERPRETATION.
2. BASIS OF AGREEMENT
3. GOODS
4. DELIVERY
5. QUALITY
6. TITLE AND RISK
7. PRICE AND PAYMENT
8. AUTHORIZED RESELLER OBLIGATIONS
9. TERMINATION AND SUSPENSION
10. LIMITATION OF LIABILITY
11. INTELLECTUAL PROPERTY
12. COMPLIANCE WITH LAWS
13. FORCE MAJEURE
14. GENERAL

BACKGROUND

1. DEFINITIONS AND INTERPRETATION

   1. Definitions. In these Terms, the following definitions apply:

      Agreement:	the agreement between Supplier and Reseller for the sale and purchase of the Goods in accordance with these terms and conditions and as provided in Section 2.
      Business Day:	a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
      Consumer:	the end user of the Goods
      Delivered Duty Paid:	shall have the meaning as set out in the Incoterms.
      Ex Works / FCA:	shall have the meaning as set out in the Incoterms.
      Force Majeure Event:	has the meaning given in Section 13.
      Goods:	the goods (or any part of them) under any Trademark and as set out in the Order.
      Incoterms:	the standard international commercial terms of the International Chamber of Commerce 2010 version.
      Intellectual Property:	patents, rights to inventions, copyright and related rights, including moral rights, trademarks, trade dress, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in industrial designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered throughout the world and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights, the right to sue for infringement 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.
      Manufacturer:	the manufacturer of the Goods.
      Order:	the order by the Reseller for the Goods, as set out in the purchase order form of Reseller.
      Reseller:	the person or firm or entrepreneur who purchases the Goods from the Supplier for onward sale to a Consumer and is authorized pursuant to Section 8.
      Specification:	the description assigned to the Goods as provided in any Order.
      Supplier:	Kamado Joe UK Limited (Incorporated and registered in England and Wales with company number 11292875).
      Terms:	the terms and conditions set out in this document as amended from time to time in accordance with Section 14.6.
      Trademark:	any trademark or trade dress and the goodwill associated therewith owned, licensed, or used by Manufacturer or by Supplier in connection with the Goods, whether registered or unregistered anywhere throughout the world.

   2. Interpretation. In this Agreement, the following rules apply:
      1. A person includes a natural person, corporate or unincorporated body (whether or not having a separate legal personality)
      2. A reference to a party includes its representatives, successors or permitted assigns
      3. A reference to a company shall include any company, corporation or other corporate body wherever and however incorporated or established.
      4. A reference to a law, a statute or a statutory provision is a reference to such law, statute or provision as amended or re-enacted. A reference to a law, statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
      5. Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
      6. A reference to writing or written includes faxes and e-mails.

2. BASIS OF AGREEMENT

   1. These Terms govern the business and dealings between Supplier and Reseller pertaining to the purchase of Goods by Reseller. These Terms apply to any Agreement between Reseller and Supplier for the purchase of Goods to the exclusion of any other terms that Reseller seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing, including any terms of any purchase order or other form issued by Reseller. Reseller will be made aware of the text of these Terms at the time of Order.
   2. Each Order constitutes an offer by Reseller to purchase Goods in accordance with these Terms. Reseller is responsible for ensuring that the Order and any applicable Specification submitted by Reseller are complete and accurate. The Order shall identify the nature and quantity of the Goods, the price of the Goods, if known, the delivery location, and current contact information for Reseller.
   3. Any Order shall only be deemed accepted upon the earliest occurrence of either:
      1. when Supplier issues a written acceptance of the Order through the issuance of a sales order with a Supplier sales order number (Sales Order) or
      2. when Supplier dispatches the Goods specified in the Order to Reseller
      at which point an Agreement shall come into existence in accordance with these Terms, subject to Supplier's rights to cancel a Sales Order as set forth in Section 2.5. If the Agreement is entered into electronically, Reseller will take appropriate technical and organisational measures to secure the electronic transfer of the data which ensure the receipt of the Sales Order from Supplier.
   4. If a Sales Order requires multiple deliveries by Supplier each delivery under the Sales Order will be covered by the initial Agreement.
   5. Supplier reserves the right to cancel a Sales Order, or any portion of a Sales Order, at any time before Supplier dispatches the Goods specified in the Sales Order to Reseller. Supplier may at its discretion cancel any Sales Order older than six months.
   6. Reseller acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of Supplier which is not set out in these Terms.
   7. Any Agreement entered into pursuant to these Terms constitutes the entire agreement between the parties unless a variation of the Terms is expressly agreed to in writing. These Terms shall prevail over any prior agreement or contract between the parties and any inconsistent terms within any Order, Sales Order, or Invoice.
   8. Any samples, drawings, descriptive matter, or advertising produced by Supplier and any descriptions or illustrations contained in the catalogues or brochures (including electronic and online materials) of Supplier or of Manufacturer are produced for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Agreement nor have any contractual force.
   9. A quotation for the Goods given by Supplier shall not constitute an offer.
   10. Situations which are not regulated in these Terms must be assessed "in the spirit" of these Terms.

3. GOODS

   1. Descriptions of the Goods are available on the website of Supplier.
   2. Supplier reserves the right to modify or redesign the Goods at any time. While not required under these Terms, Supplier will notify Reseller of any such modification or redesign for the Goods.
   3. Supplier reserves the right to amend the descriptions of Goods at any time and for any reason.

4. DELIVERY

   1. Supplier will ensure that each delivery of the Goods is accompanied by a delivery note which will reference the Sales Order number, and any relevant reference numbers of Reseller and Supplier, and the type and quantity of the Goods (including the code number of the Goods, where applicable).
   2. All Orders where Goods are directly imported by Reseller from China will be provided on a FCA basis at the point of export. As set forth in Section 7 below, title will thus pass to Reseller at the point of export and Reseller will be responsible for loading the Goods on the carrier.
   3. All Orders shipped from any warehouse of Supplier in Europe to locations within Europe will be on a Delivered Duty Paid (DDP) basis
   4. Supplier shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location):
      1. Delivery of the Goods shall be completed on the arrival of the Goods at the Delivery Location;
      2. For Goods provided on a FCA basis, the Reseller shall examine the Goods at the time of delivery and shall be deemed to have accepted the Goods unless the Reseller
         1. communicates immediately to the Supplier, and in any event within a period of 3 days from Delivery of the Goods at the Delivery Location, the details of any damage which a reasonable examination ought to reveal and
         2. ensures that the carrier's delivery note is endorsed with details of any such damage.
   5. If the parties agree that Goods are to be supplied on an Ex Works basis:
      1. if Reseller fails to take delivery of the Goods within 5 Business Days of Supplier notifying Reseller that the Goods are ready, then, except where such failure or delay is caused by the failure of Supplier to comply with its obligations under these Terms:
         1. delivery of the Goods shall be deemed to have been completed at 9:00 am on the fifth Business Day following the day on which Supplier notified the Reseller that the Goods were ready; and
         2. Supplier shall arrange storage of the Goods until delivery takes place, and charge Reseller for all related costs and expenses (including insurance).
      2. If after 10 Business Days from the day on which Supplier notified Reseller that the Goods were ready for delivery Reseller has not taken delivery of them, Supplier may resell or otherwise dispose of part or all of the Goods and, make any recharge of reasonable storage and selling costs to Reseller in excess of the initial 5 days storage.
   6. Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the failure of Reseller to provide Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods
   7. If Supplier fails to deliver the Goods, its liability shall be limited to the provision of a replacement for the Goods or, at Suppliers election, a refund of any sums paid for the Goods.
   8. Supplier may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate delivery Agreement under the initial Sales Order. Any delay in delivery or defect in an instalment shall not entitle Reseller to cancel any other instalment.
   9. For all Goods shipped on a FCA basis, Reseller shall retain a copy of the Bill of Lading for the Goods and provide the Bill of Lading when requested by Supplier.

5. QUALITY

   1. Supplier warrants that on delivery to the Delivery Location the Goods shall:
      1. conform in all material respects with their description and any applicable Specification;
      2. be free from material defects in design, material and workmanship;
      3. be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
      4. be fit for any purpose held out by the Supplier
   2. Except in the event the Goods are shipped on a FCA basis and subject to clause 5.3, if:
      1. Reseller gives notice in writing to Supplier during the Warranty Period within 14 days of delivery that some or all of the Goods do not comply with the warranty set out in clause 5.1;
      2. Supplier is given a reasonable opportunity of examining such Goods; and
      3. Reseller (if asked to do so by Supplier) returns such Goods to the place of business of Supplier,
      Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
   3. Supplier shall not be liable for failure of the Goods to comply with the warranty set out in clause 5.1 in any of the following events:
      1. Reseller makes any further use of such Goods after giving notice in accordance with clause 5.2; or
      2. the defect arises because Reseller failed to follow the oral or written instructions of Supplier as to the storage, commissioning, installation, assembly, use and maintenance of the Goods or (if there are none) good trade practice regarding the same; or
      3. Reseller alters or repairs such Goods without the written consent of Supplier; or
      4. the defect arises due to wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
      5. the Goods differ from their description due to changes made to ensure they comply with applicable statutory or regulatory requirements.
   4. Except as provided in this clause 5, Supplier shall have no liability to Reseller in respect of the failure of the Goods to comply with the warranty set out in clause 5.1. The warranty that Manufacturer provides to Consumers on its products is separate and detailed on Supplier's website. Resellers are first responsible for answering any warranty claims from Consumers and shall use their best efforts to solve any said warranty claims. If after Reseller cannot solve the claim itself, Reseller may direct the claim to Supplier. Reseller agrees to comply with all reasonable requests for information about the claim that Supplier may require in order to solve the claim.
   5. The Goods are supplied for consumer use and no warranty is given or implied, whether by sections of consumer protection e.g. 14 Sale of Goods Act 1979 or otherwise, that the Goods are satisfactory for any other use.
   6. The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from these Terms.
   7. These Terms shall apply to any repaired or replacement Goods supplied by the Supplier.

6. TITLE AND RISK

   1. The risk in the Goods shall pass to the Reseller on completion of delivery to the Delivery Location, unless the goods are provided on an Ex Works basis, and regardless of whether Supplier or Reseller appoints a freight forwarder.
   2. For all Orders provided on a FCA basis, the Delivery Location shall be the port of export, and all title and risk for Goods shall pass to Reseller upon arrival at the port of export. Reseller shall be responsible for the costs of container and land freight, insurance, and all customs and duties due at the point of import. Reseller shall have the option to use their own freight forwarder or a freight forwarder appointed by Supplier. If Reseller agrees to use a freight forwarder appointed by Supplier, Reseller shall be responsible for obtaining and paying for insurance on shipment.
   3. For all Orders provided on a DDP basis, the Delivery Location shall be the final shipping location identified by Reseller in the Purchase Order and all title and risk for Goods shall pass to Reseller upon arrival to the Delivery Location. Supplier shall be responsible for all costs until the Goods reach the Delivery Location.
   4. If before title to the Goods passes to Reseller, Reseller becomes subject to any of the events listed in clause 8.2, or Supplier reasonably believes that any such event is about to happen and notifies Reseller accordingly, then, provided that the Goods have not been resold, or irrevocably incorporated into another product, and without limiting any other right or remedy Supplier may have, Supplier may at any time require Reseller to deliver up the Goods and, if Reseller fails to do so promptly, enter any premises of Reseller or of any third party where the Goods are stored in order to recover them.
   5. Supplier shall not be liable for any damage to the Goods that occurs after title and risk in the Goods passes to Reseller, including, but not limited to, any damage caused by Reseller's agents, employees, or third-party logistics providers during the subsequent transport of the Goods.

7. PRICE AND PAYMENT

   1. The price of the Goods shall be the price set out in the published price list of Supplier in force as of the date of the Sales Order. Any discrepancies on the prices should be highlighted by the Reseller at the time of receiving the Sales Order.
   2. Supplier may change the price of the Goods at any time. Any such price change will be applicable to any Sales Orders issued after the price change is effective.
   3. The price of the Goods is exclusive of the costs and charges of packaging, insurance and transport of the Goods, which Supplier reserves the right to invoice to Reseller.
   4. The price of the Goods is exclusive of amounts in respect of value added tax (VAT). The Reseller shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Goods. The indication or not of VAT on an invoice may depend on the Reseller's country of operation.
   5. The Supplier may invoice the Reseller for the Goods on or at any time after the completion of delivery. In the event Reseller is subject to a credit prepayment plan, Supplier will invoice the Reseller for the Goods prior to shipment and payment shall be due before shipment will occur.
   6. The Reseller shall pay the invoice in full. Reseller shall pay the invoice in cleared funds by the date which is noted on the invoice. The Supplier payment terms may vary based on certain offers it has at any point in time but in the absence of special terms the Supplier standard terms are 30 days from the issue date of the invoice. Payment shall be made to the bank account nominated in writing by the Supplier. Time of payment is of the essence as any delay may have an impact on the credit worthiness of the Reseller for which the Supplier cannot be held responsible.
   7. If the Reseller fails to make any payment due to the Supplier under any Agreement by the due date for payment, then the Reseller shall pay interest on the overdue amount at the rate of 4% per annum above the base rate of HSBC Bank PLC from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgement. The Reseller shall pay the interest together with the overdue amount. In the event Reseller fails to make any payment, Supplier may report such non-payment to the appropriate credit authority or take any legal action as Supplier may deem necessary to recover payment.
   8. The Reseller shall pay all amounts due under any Agreement in full without any set- off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Supplier may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Reseller against any amount payable by the Supplier to the Reseller.

8. AUTHORIZED RESELLER OBLIGATIONS

   1. Any Reseller who Supplier approves and who then contracts with Supplier pursuant to these Terms shall be an authorized Reseller of Supplier.
   2. Before becoming an authorized Reseller of Supplier, all Resellers shall be required to consent to and undergo a credit check with the appropriate credit authority as required by Supplier. Supplier reserves the right to require any authorized Reseller to undergo a credit check as Supplier may require from time to time. If at any time Reseller fails a credit check, Reseller shall be required to prepay on any invoice before the Goods are shipped.
   3. All authorized Resellers are forbidden from providing or reselling any Goods to any unauthorized person who is not a Consumer and whose intent or business is to resell the Goods.
   4. All authorized Resellers are required to update Supplier if their VAT number changes and provide such updated VAT number to Supplier.

9. TERMINATION AND SUSPENSION

   1. If the Reseller becomes subject to any of the events listed in clause 9.2, the Supplier may terminate any Agreement with immediate effect by giving written notice to the Reseller.
   2. For the purposes of clause 9.1, the relevant events are:
      1. the Reseller suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986, or (being a partnership) has any partner to whom any of the foregoing apply;
      2. the Reseller 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 Reseller is a company) where these events take place for the sole purpose of a scheme for a solvent amalgamation of the Reseller with one or more other companies or the solvent reconstruction of the Reseller;
      3. (being a company) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Reseller, other than for the sole purpose of a scheme for a solvent amalgamation of the Reseller with one or more other companies or the solvent reconstruction of the Reseller;
      4. (being an individual) the Reseller is the subject of a bankruptcy petition or order;
      5. a creditor or encumbrancer of the Reseller attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
      6. (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 Reseller;
      7. (being a company) the holder of a qualifying charge over the assets of the Reseller has become entitled to appoint or has appointed an administrative receiver;
      8. a person becomes entitled to appoint a receiver over the assets of the Reseller or a receiver is appointed over the assets of the Reseller;
      9. any event occurs, or proceeding is taken, with respect to the Reseller in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 9.2(a) to clause 9.2(h) (inclusive);
      10. the Reseller suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business;
      11. the financial position of the Reseller deteriorates to such an extent that in the opinion of the Supplier the capability of the Reseller to adequately fulfil its obligations under these Terms has been placed in jeopardy; and
      12. (being an individual) the Reseller 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.
      13. the Reseller provides or resells any Goods to any unauthorized person who is not a Consumer and whose intent or business is to resell the Goods.
   3. Without limiting its other rights or remedies, the Supplier may suspend provision of the Goods under the Agreement or any other agreement between the Reseller and the Supplier if the Reseller becomes subject to any of the events listed in clause 9.2(a) to clause 9.2(m), or the Supplier reasonably believes that the Reseller is about to become subject to any of them, or if the Reseller fails to pay any amount due under this Agreement on the due date for payment.
   4. On termination of an Agreement for any reason the Reseller shall immediately pay to the Supplier all of the outstanding unpaid invoices and interest of the Supplier.
   5. On termination of an Agreement under Section 9.2, all Orders received from Reseller but not dispatched by Supplier shall be void.
   6. Termination of an Agreement, however arising, shall not affect any of the parties' rights, remedies, obligations and liabilities that have accrued as at termination.
   7. Clauses which expressly or by implication survive termination of the Agreement shall continue in full force and effect.

10. LIMITATION OF LIABILITY

    1. Nothing in these Terms shall limit or exclude the liability available to Supplier for:
       1. death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable); or
       2. fraud or fraudulent misrepresentation; or
       3. breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
       4. defective products under the Consumer Protection Act 1987; or
       5. any matter in respect of which it would be unlawful for the Supplier to exclude or restrict liability.
    2. Subject to Section 10.1:
       1. the Supplier shall under no circumstances whatever be liable to the Reseller, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with these Terms or any Agreement created hereunder; and
       2. the total liability of the Supplier to the Reseller in respect of all other losses arising under or in connection with these Terms or any Agreement created hereunder, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed 100% of the price of the Goods.

11. INTELLECTUAL PROPERTY

    1. Reseller acknowledges and agrees that all Intellectual Property Rights in the Goods shall remain with Supplier or Manufacturer, as applicable, and that Reseller will acquire no right in them.
    2. The Goods shall be sold to the Consumer under the Trademarks and Reseller shall not, without the prior written consent of Supplier, alter or make any addition to the labelling or packaging of the Goods displaying the Trademarks. Reseller shall not alter, deface or remove any reference to the Trademarks, any reference to Supplier or Manufacturer or any other name displayed on the Products or their packaging or labelling.
    3. Reseller shall not use the Trademarks as part of the name under which Reseller conducts its business, or any connected business, or under which it sells services and goods other than the Goods, or in any other way.
    4. Reseller shall not sub-license, assign, transfer, charge or otherwise encumber the right to use, reference or designate the Trademarks to any other party.
    5. Reseller shall, immediately on demand by Supplier, or the Manufacturer, stop using all or any part of the Trademarks.

12. COMPLIANCE WITH LAWS

    In performance of Reseller's obligations under these Terms and every activity connected therewith, shall comply in all material respects with all applicable federal, state, and local laws, rules, regulations, ordinances, and statutes, including but not limited to any and all health, safety, and environmental ("HSE") laws, rules, regulations, ordinances, and statutes, and when requested shall furnish evidence satisfactory to Seller of such compliance. Furthermore, Reseller agrees to obtain any and all visas, permits, licenses, and approvals required by any applicable federal, state, and local laws, rules, regulations, ordinances, and statutes in relation to its performance and obligations under these Terms.

13. FORCE MAJEURE

    Supplier shall not be liable for any failure or delay in performing its obligations under these Terms or any Agreement created hereunder to the extent that such failure or delay is caused by a Force Majeure Event. A Force Majeure Event means any event beyond Supplier's reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party's), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors.

14. GENERAL

    1. Assignment and other dealings.
       1. Supplier may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under these Terms or any Agreement created hereunder.
       2. Reseller may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under these Terms or any Agreement created hereunder without the prior written consent of the Supplier.
    2. Notices
       1. Any notice or other communication given to a party under or in connection with these Terms shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first-class post or other next working day delivery service, commercial courier, fax or e-mail.
       2. A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 14.2(a); if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by fax or e-mail, one Business Day after transmission.
       3. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
    3. Severance
       1. If any provision or part-provision of these Terms or any Agreement thereunder is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part- provision under this clause shall not affect the validity and enforceability of the rest of these Terms.
       2. If one party gives notice to the other of the possibility that any provision or part-provision of this Agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original
    4. Waiver A waiver of any right or remedy under these Terms or law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
    5. Third party rights A person who is not a party to these Terms or any Agreement shall not have any rights to enforce its terms.
    6. Variation Except as set out in these Terms, no variation of this Agreement, including the introduction of any additional terms or conditions, shall be effective unless it is in writing and signed by the Supplier.
    7. Governing Law These Terms and any Agreement entered hereunder, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales even if the Reseller operates abroad. The adoption of the law of England and Wales to govern these Terms shall not deprive Consumers of rights afforded to them under applicable consumer protection laws in their country of residence.
    8. Jurisdiction Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms and any Agreement entered hereunder or its subject matter or formation (including non- contractual disputes or claims).