RegisterJonny Rudd2020-02-12T17:07:55+00:00 Step 1 of 6 - Application Details 16% Application Type*Credit AccountProforma AccountFull Company Name*Trading NameCompany Type*Limited CompanyPLCPartnershipCharityOtherCompany Reg No.*Vat RegisteredYesNoCompany Vat No.*Login Email Address To Be Used* Registered Address* Registered Address Line 1 Registered Address Line 2 Registered City Registered Postcode Trading Address*Same As Registered AddressA Different AddressTrading Address* Trading Address Line 1 Trading Address Line 2 Trading City Trading Postcode Your Points Of ContactContact Name SalesContact Tel.No SalesContact Email Sales Contact Name Accounts*Contact Tel.No Accounts*Contact Email Accounts* Trade Reference 1*Contact Name*Phone*Email* * Address Line 1 Address Line 2 City Postcode Trade Reference 2*Contact Name*Phone*Email* Trade Reference 2* Address Line 1 Address Line 2 City Postcode Credit Limit Required*Please enter a number greater than or equal to 0.Payment Terms30 DaysCredit Agency Disclaimer* I agree We will make a search with a credit reference agency, which will keep a record of that search. We may also make enquiries about the principal directors, partners and sole traders with a credit reference agency. We will monitor and record information relating to your trade performance and such records will be made available to credit reference agencies who will share that information with other businesses in assessing applications for credit fraud prevention. Accounts will only be opened subject to satisfactory references and latest set of accounts, this is purely an application to open an account and not a guarantee that an account will be opened. Unless agreed in writing by opening an account with Genesis Group International Limited trading as Puma Teamwear you are also agreeing to abide by our Terms and Conditions of Sale, no other terms will apply.Full Name* First Last Position in Organisation*Authorised Signature Disclaimer* I agree Business Development Manager*Jamie Hall - Southern EnglandJamie Oakes - MidlandsMartin Ivison - North EnglandMatt Lockwood - ScotlandSam Woods - MidlandsAdditional Comments THE COMPANY’S TERMS AND CONDITIONS OF SALE 1. DEFINITIONS AND INTERPRETATION 1.1 Acknowledgement of Order: means the written Acknowledgement of Order referred to in clause 3.2. 1.2 Buyer: means the customer/purchaser of Goods from the Company 1.3 Company: means Genesis Group International Limited (trading as Puma Teamwear) and all associated companies 1.4 Contract: means any contract between the Company and the Buyer for the sale and purchase of the Goods 1.5 Delivery: means completion of delivery of Products specified in any Contract in accordance with the provisions of clause 5; 1.6 Delivery Point: means the place where delivery of the Goods is to take place 1.7 Goods: means any goods agreed to be sold by the Company to the Buyer (including any part or parts of them) under the Contract 1.8 Parties: means together the Company and the Buyer and a Party shall be construed accordingly. 1.9 Terms and Conditions: means these terms and conditions set out in this document as amended from time to time in accordance with clause 2.2. 1.10 References to any statute or statutory provision in these Terms and Conditions shall include:- (i) any subordinate legislation made under it; (ii) any provision which has modified or re-enacted (whether with or without modification); (iii) any provision which subsequently supersedes it or re-enacts it (whether with or without modification) on a change of law. 1.11 Change of Law means a change in the Law or a new requirement to comply with any existing Law or existing Law ceasing to apply to a party. For these purposes, Law means any legal provision a party must comply with including any law, statute, subordinate legislation within the meaning of section 21(1) of the Interpretation Act 1978, enforceable EU right within the meaning of section 2 of the European Communities Act 1972, bye-law, regulation, order, mandatory guidance or code of practice, judgment of a court of law, or requirement of any regulatory body, whether in the UK or elsewhere. 1.12 The words and phrases other, including and in particular shall not limit the generality of any preceding words or be construed as being limited to the same class as any preceding words where a wider construction is possible. 1.13 All references in these Terms and Conditions to clauses are to the clauses of these Terms and Conditions. 1.14 Writing shall have the ordinary meaning ascribed to it, including type written documents or communications and shall include facsimile and e-mail transmissions and comparable means of communication and the word “Written” shall be construed accordingly. 2. APPLICATION OF TERMS 2.1 All Goods sold by the Company are on the express understanding that the Buyer agrees to these Terms and Conditions of Sale to the exclusion of all other terms and conditions (including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification or other document). 2.2 The Company’s Acknowledgement of Order (see paragraph 3.2 below) and these Terms and Conditions of Sale cannot be varied in any way other than by a written letter of authorisation signed by a director of the Company. 2.3 These Terms and Conditions together with the Contract to which it applies, contains the entire agreement between the Parties with regard to its subject matter and supersede all previous agreements and understandings between the Parties. 2.4 Each of the Parties acknowledges that it does not enter into the Contract on the basis of and does not rely upon any representation, warranty, statement or other provision made or agreed to by any person (whether a Party to the Contract or not) except those expressly set out in these Terms and Conditions and the Contract and in particular without limitation the Buyer acknowledges that it has not relied upon any representation, warranty, statement or provision made, given or agreed prior to the entering into of the Contract upon these Terms and Conditions which is not expressly repeated in these Terms and Conditions or in the Contract. 2.5 Nothing in these Terms and Conditions or in the Contract shall exclude or limit the Company’s liability for fraud. 2.6 Any reference to the Contract shall include references to these Terms and Conditions as amended from time to time in accordance with clause 2.2. 3. OFFER AND ACCEPTANCE 3.1 Each order or acceptance of the Company’s quotation for Goods by the Buyer shall be deemed to be an offer by the Buyer to purchase the Goods subject to these conditions. 3.2 No order placed by the Buyer shall be deemed to be accepted by the Company and no contractual relationship between the Parties shall exist until a written Acknowledgement of Order (by email or other form of written communication) is issued by the Company to the Buyer or (if earlier) the Company delivers the goods to the Buyer. 3.3 Any quotation is given on the basis that no contract shall come into existence until the Company dispatches an Acknowledgement of Order (by email or other form of written communication) to the Buyer. Any quotation is valid for a period of 30 days only from its date, provided that the Company has not previously withdrawn it. 3.4 Once the Company accepts an order for Goods in writing, or, if earlier, the Company delivers the Goods to the Buyer, the Buyer shall become liable to pay the invoices raised against such Goods on the due payment date, whether the Buyer cancels the order (or any part of it) or not. 4. DESCRIPTION 4.1 The quantity and description of Goods shall be as specified in the Company’s Acknowledgement of Order. 4.2 Size, style, fabric content, specifications, quality, colour and suitability for purpose should be checked by the Buyer on receipt of goods, as worn, printed, embroidered or otherwise processed goods cannot be returned. Whilst every effort is made to ensure consistency of colours and shades, variation may occur from one dye batch to another and no responsibility can be accepted for this by the Company. 4.3 All sizes, measurements and descriptions are intended to provide general guidance only. They are approximate and no responsibility can be accepted by the Company for errors or omissions under any circumstances whatever. 4.4 The Company reserves the right for reasons of continuous improvement to make changes to the items shown in its catalogues without notice. 5. DELIVERY 5.1 Unless otherwise agreed in writing by the Company, delivery of the Goods shall take place at the Company’s place of business. 5.2 Any dates specified by the Company in its Acknowledgement of Order for delivery of the Goods are intended to be an estimate and time for delivery shall not be of the essence or be capable of being made of the essence by notice. If no dates are so specified, delivery shall be within a reasonable time. 5.3 Subject to the other provisions of these Terms and Conditions the Company shall not be liable for any direct, indirect or consequential loss, costs, damages, charges, claims or expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by the Company’s negligence), nor shall any delay entitle the Buyer to terminate or rescind the Contract unless such delay exceeds 180 days. 5.4 If for any reason the Buyer fails to accept delivery of any of the Goods when they are ready for delivery, or the Company is unable to deliver the Goods on time because the Buyer has not provided appropriate instructions, documents, licenses or authorisations: (a) risk in the Goods shall pass to the Buyer (including for loss or damage caused by the Company’s negligence); (b) the Goods shall be deemed to have been delivered; and (c) the Company may store the Goods until delivery, whereupon the Buyer shall be liable for all related costs and expenses (including, without limitation, storage and insurance). 5.5 The Buyer shall provide at the Delivery Point and at its expense adequate and appropriate equipment and manual labour for loading the goods. 5.6 The Company reserves the right to deliver +/- 5% of the agreed quantity of the Goods. The Buyer shall not be entitled to reject the Goods or any of them by reason of the surplus or shortfall and shall pay for such Goods at the pro rata Contract price. 5.7 Shortages and damaged items within a delivery must be reported to the Company in writing within 3 days of the Buyer receiving them, stating the relevant order and delivery note numbers and the date the delivery was received. 5.8 Exchange goods or garments for credit not having the relevant paperwork with delivery-invoice numbers will lead to delays in exchanging and non-issuance of credit notes. No returns will be accepted without prior written confirmation of the Company and the issuing of a specific goods return number. 5.9 Goods dispatched to a third party (anybody other than the Buyer) are at the Buyer’s risk. It is the Buyer’s responsibility to ensure that the Goods are correct in every way before processing. 5.10 The Company may deliver the Goods by separate installments. Each separate instalment shall be invoiced and paid for in accordance with the provisions of the Contract. 5.11 Each installment shall be a separate Contract and no cancellation or termination of any one Contract relating to an installment shall entitle the Buyer to repudiate or cancel any other Contract or instalment. 6. RISK/TITLE 6.1 Notwithstanding any provision in these Terms and Conditions, the risk in the Goods shall pass to the Buyer on completion of Delivery. 6.2 Title to the Goods shall not pass to the Buyer until the earlier of:- (a) the Company receiving payment in full (in cash or cleared funds) for the Goods and any other goods that the Company has supplied to the Buyer in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums; and (b) the Buyer reselling the Goods in which case title to the Goods shall pass to the Buyer at the time specified in clause 6.4. 6.3 Until title of the Goods has passed to the Buyer, the Buyer shall: (a) hold the Goods on a fiduciary basis as the Company’s bailee; (b) store the Goods (at no cost to the Company) separately from all other Goods of the Buyer or any third party in such a way that they remain readily identifiable as the Company’s property; (c) not remove, destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and (d) maintain the Goods in satisfactory condition and keep them insured (from the date of Delivery) on the Company’s behalf for their full price against all risks to the reasonable satisfaction of the Company. 6.4 Subject to clause 6.6, the Buyer may resell or use the Goods in the ordinary course of business before title has passed to it solely on the following basis: (a) any sale shall be effected in the ordinary and normal course of the Buyer’s business at full market value; and (b) any such sale shall be a sale of the Company’s property on the Buyer’s own behalf and the Buyer shall deal as principal and not as the Company’s agent when making such sale; (c) title to the Goods shall pass from the Company to the Buyer immediately before the time as which resale by the Buyer occurs. 6.5 The Company, may without notice or liability, and without prejudice to any other legal remedy, enter upon the Buyer’s premises to repossess any goods unpaid for. 6.6 If before title to the Goods passes to the Buyer the Buyer becomes subject to any of the events listed in clause 11.1, then without limiting any other right or remedy the Company may have:- (a) the Buyer’s right to resell the Goods or use them in the ordinary course of business ceases immediately; and (b) the Company may at any time require the Buyer to deliver up all Goods in its possession that have not been resold or irrevocably incorporated into any other Product and if the Buyer fails to do so the Company may promptly enter into any premises of the Buyer or any third party where the Goods are stored in order to recover them. 6.7 The Buyer grants the Company, its agents and employees an irrevocable license at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Buyer’s right to possession has terminated, to recover them. 7. PRICE 7.1 Unless otherwise agreed by the Company in writing, the price for the Goods shall be the price set out in the Company’s written Acknowledgement of Order. 7.2 The price for the Goods shall be exclusive of any value added tax and all costs or charges in relation to packaging, loading, unloading, carriage and insurance, all of which amounts the Buyer shall pay in addition when it is due to pay for the Goods. V.A.T will be charged at the rate ruling on the date of the invoice. 7.3 The Company may invoice the Buyer for the Goods on or at any time after Delivery. 8. PAYMENT 8.1 Payment is to be made by the Buyer in pounds sterling strictly 30 days from date of the Company’s invoice, unless agreed otherwise in writing by a director of the Company at the time of order or within the Acknowledgement of Order. 8.2 Time for payment shall be of the essence. 8.3 No payment shall be deemed to have been received until the Company has received cash or cleared funds. 8.4 Samples requested will be invoiced to the Buyer on dispatch and will be credited in full provided they are returned to us unused, unworn and unaltered within 28 days of delivery, otherwise the price including carriage and V.A.T. becomes immediately payable. 8.5 The Buyer shall pay the Company’s reasonable extra charges in respect of:- (a) any special arrangements made at the Buyer’s request in order to expedite delivery. (b) costs, expenses and liabilities incurred by the Company where the Buyer gives inadequate or inaccurate instructions. (c) art work or production/origination time and materials where a request to produce goods and or a design commission is subsequently cancelled. 8.6 The Buyer shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Buyer has a valid court order requiring an amount equal to such deduction to be paid by the Company to the Buyer. 8.7 If the Buyer fails to make any payment due to the Company under the Contract by the due date for payment, then the Buyer shall pay interest on the overdue amount at the rate of 4% per annum above Nat West’s base rate 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 judgment. The Buyer shall pay the interest together with the overdue amount. 8.8 All payments payable to the Company under the Contract shall become due immediately on its termination despite any other provision contained within these conditions. 9. QUALITY 9.1 The Company warrants that (subject to the other provisions of these Terms and Conditions) upon delivery the Goods shall be of satisfactory quality within the meaning of the Sale of Goods Act 1979 and shall be reasonably fit for their purpose. 9.2 The Company shall not be liable for a breach of any of the warranties in paragraph 9.1 if (a) the Buyer notifies the Company of a defect and then makes further use of such Goods; or (b) a defect arises because the Buyer failed to follow the Company’s oral or written instructions as to storage, use or maintenance of the Goods. 9.3 Subject as aforesaid, if any of the Goods do not conform with any of the above warranties the Company shall at its option repair or replace such Goods (or the defective part) or refund the price of such Goods at the pro rata Contract price provided that, if the Company so requests, the Buyer shall, at the Company’s expense, return the Goods or the part of such Goods which is defective to the Company. If the Company complies with this paragraph 9.3 the Company shall have no further liability for a breach of any of the warranties in paragraph 9.1 in respect of such Goods. 10. LIMITATION OF LIABILITY 10.1 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract. 10.2 Nothing in these Terms and Conditions excludes or limits the liability of the Company: (a) for death or personal injury caused by the Company’s negligence; (b) under section 2(3), Consumer Protection Act 1987; or (c) for fraud or fraudulent misrepresentation; (d) breach of the terms implied by section 12 of the Sale of Goods Act 1979; or (e) any matter in respect of which it would be unlawful for the Company to exclude or restrict liability. 10.3 Subject as aforesaid: (a) the Company’s total liability in contract, tort, misrepresentation, restitution or otherwise (including negligence), arising in connection with the performance or contemplated performance of the Contract shall be limited to 2.5% of the invoice value of the Goods sold under the Contract less VAT; and (b) the Company shall not be liable to the Buyer whether in Contract, tort, (including negligence), breach of statutory duty or otherwise for any loss of profit, loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential loss (whatsoever and howsoever caused) which arise out of or in connection with the Contract. 10.4 All products supplied should be washed or cleaned strictly in accordance with the washing and cleaning Instructions given. The Company shall not be responsible if these instructions are deviated from in any way. All items are provided with the relevant washing and cleaning label attached. 11. TERMINATION 11.1 Without limiting its other rights or remedies, the Company may terminate this Contract with immediate effect by giving written notice to the Buyer if:- (a) the Buyer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of the Company notifying the Buyer in writing so to do; (b) the Buyer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or (being a body corporate) convenes a meeting of creditors, or enters into liquidation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or a resolution is passed or a petition presented to any court for the winding up of the Buyer or for the granting of an administration order in respect of the Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer; (c) the Buyer suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against him/it, or fails to observe or perform any of his/its obligations under the Contract or any other contract between the Company and the Buyer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Buyer ceases to trade; (d) the Buyer encumbers or in any way charges any of the Goods; (e) the Buyer takes any step or action in connection with its entering administration provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; (f) the Buyer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or (g) the Buyer’s financial position deteriorates to such an extent that in the Company’s opinion the Buyer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy. 11.2 Without limiting its other rights or remedies, the Company may suspend provision of the Goods under the Contract or any other contract between the Buyer and the Company if the Buyer becomes subject to any of the events listed in clause 11.1(a) to clause 11.1(g) (inclusive) or the Company reasonably believes that the Buyer is about to become subject to any of them, or if the Buyer fails to pay any amount due under the Contract on the due date for payment. 11.3 Without limiting its other rights or remedies, the Company may terminate the Contract with immediate effect by giving written notice to the Buyer if the Buyer fails to pay any amount due under the Contract on the due date for payment. 11.4 On termination of the Contract for any reason the Buyer shall immediately pay to the Company all of the Company’s outstanding unpaid invoices and interest. 11.5 Termination of the Contract shall not affect any of the Parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the Contract that existed at or before the date of termination. 11.6 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect. 12. FORCE MAJEURE 12.1 Where the Company is unable to perform any of its obligations in this Contract due to any circumstances beyond its reasonable control including without limitation, acts of god, governmental actions, war or national emergency, acts of terrorism, protest, riot, civil commotion, fire, explosion, flood, epidemic, lockouts, strikes or other labour disputes or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials the Company reserves the right to: (a) suspend performance while those circumstances subsist and any agreed date or period for delivery shall be regarded as extended accordingly; (b) cancel the Contract; or (c) reduce the volume of the Goods ordered by the Buyer. 13. ANTI-BRIBERY COMPLIANCE 13.1 In performing its obligations under the Contract each party shall:- (a) comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010; (b) comply with Company’s ethics, anti-bribery and anti-corruption policies (as communicated and updated from time to time by the Company); (c) have and shall maintain in place throughout the term of the Agreement its own policies and procedures, including but not limited to adequate procedures under the Bribery Act and will enforce them where appropriate; (d) promptly report to the other party any request or demand for any undue financial or other advantage of any kind received by it in connection with the performance of its rights and obligations under this Agreement; (e) on request, certify to the other party, in writing, its compliance with this clause. Both parties shall provide such supporting evidence of compliance as the other party may reasonably require; (f) ensure that any person howsoever associated with the other party who is howsoever involved in its business does so only on the basis of a written Agreement which imposes on and secures from such person terms equivalent to those imposed on the other party pursuant to this clause. 13.2 For the purposes of this clause the meaning of “adequate procedures” and whether a person is “associated” with another person shall be determined in accordance with sections 7(2) (and any guidance issued under section 9 of that Act), 6(6) and 8 of the Bribery Act 2010. 13.3 A party may with immediate effect by notice to the other party, terminate the Agreement in the event that the other party breaches any of the provisions of this clause. 14. ANTI-SLAVERY AND ANTI-HUMAN TRAFFICKING 14.1 In performing its obligations under the Contract each party shall:- (a) comply with all applicable anti-slavery and human trafficking laws, statutes and regulations from time to time in force including but not limited to the Modern Slavery Act 2015; (b) comply with the Anti-Slavery and Anti-Human Trafficking policies of the Company (as communicated to the Buyer and updated from time to time by the Company); (c) not engage in any activity, practice or conduct that would constitute an offence under sections 1, 2 or 4, of the Modern Slavery Act 2015 if such activity, practice or conduct were carried out in the UK; and (d) ensure that each of its direct sub-contractors and suppliers shall comply with all applicable anti-slavery and human trafficking laws, statutes and regulations from time to time in force including but not limited to the Modern Slavery Act 2015 and shall also comply with the Anti-Slavery and Anti-Human Trafficking policies of the Company (as communicated to the Buyer and updated from time to time by the Company). 15. CONFIDENTIALITY 15.1 Each party undertakes that it shall not at any time during the Contract and for a period of three years after termination disclose to any person, firm or company any confidential information concerning the business, affairs, customer, clients or suppliers of the other party or of any member of its Group, including information relating to a party’s operations, processes, plans, product information, know-how, designs, trade secrets, intellectual property, software, market opportunities and customers (Confidential Information) except as permitted by clause 15.2. 15.2 Each party may disclose the other party’s Confidential Information:- 15.2.1 to its employees, officers, agents, consultants or sub-contractors (Representatives) who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with the Contract, provided that the disclosing party takes all reasonable steps to ensure that its Representatives comply with the confidentiality obligations contained in this clause 15.1 as though they were a party to the Contract. The disclosing party shall be responsible for its Representatives’ compliance with the confidentiality obligations set out in this clause; and 15.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority. 15.3 Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party’s Confidential Information other than those expressly stated in the Contract are granted to the other party or to be implied from the Contract. In particular, no licence is hereby granted directly or indirectly under any patent, invention, discovery, copyright or other intellectual property right held, made, obtained or licensable by either party now or in the future. 16. NOTICES 16.1 A notice given to a party under or in connection with the Contract shall be in writing in English and shall be delivered by hand by prepaid first class post, air mail (if appropriate), recorded delivery or special delivery in each case to that party’s address, or sent by email to that party’s email address in each case as specified in clause 16.2 (or to such other address, email address or facsimile number as that party may notify to the other party in writing in accordance with this Agreement). 16.2 The addresses for service of notices are:- 16.2.1 The Company: 220.127.116.11 Address: Unit 4, Alpha Point, Bradnor Road, Manchester M22 4TE; 18.104.22.168 Email Address: such e-mail address for the Company as appears in the Contract. 16.2.2 The Buyer: 22.214.171.124 Address: such address for the Buyer as appears in the Contract; 126.96.36.199 Email Address: such e-mail address for the Buyer as appears in the Contract. 16.3 A party may change his details for service of notices as specified in this clause 16 by giving notice to the other party (provided that the address for service is an address in the country where its address is currently situated as set out in clause 16.2. Any change notified pursuant to this clause 16 shall take effect at 9.00am on the later of the date (if any) specified in the notice as the effective date for the change or five Business Days after deemed receipt of the notice. 16.4 Delivery of a notice is deemed to have taken place (provided that all other requirements in this clause 16 have been satisfied) if delivered by hand, at the time the notice is left at the address, or if sent by email at the time of transmission, or if sent by first class UK post on the second Business Day after posting or if sent by air mail on the fifth Business Day after posting unless, in each case, such deemed receipt would occur outside business hours (meaning 9.00am to 5.30pm Monday to Friday on a day that is not a public holiday in the place of deemed receipt), in which case deemed receipt will occur at 9.00am on the day when business next starts in the place of deemed receipt (and, for the purposes of this clause 16, all references to time are to local time in the place of receipt). 16.5 This clause 16 does not apply to the service of any proceedings or other documents in any legal action. 17. GENERAL 17.1 Save as is otherwise agreed in writing all copyright, design rights, trademark rights, patents and any other intellectual publishing rights of any nature whatsoever in any artwork, design or goods or materials or their get up supplied, manufactured, designed or otherwise produced by the Company shall at all times be and remain the exclusive property of the Company 17.2 The Company may assign the Contract or any part of it to any person, firm or company. The Buyer shall not be entitled to assign the Contract or any part of it without the prior written consent of the Company. 17.3 Each right or remedy of the Company under the Contract is without prejudice to any other right or remedy of the Company whether under the Contract or not. 17.4 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect. 17.5 Failure or delay by the Company in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract. 17.6 Any waiver by the Company of any breach of, or any default under, any provision of the Contract by the Buyer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract. 17.7 The parties to the Contract do not intend that any terms of the Contract shall be enforceable by virtue of the contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it. 17.8 The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to the non-exclusive jurisdiction of the English courts. 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