These Terms and Conditions shall apply to the provision of products and services by Crown Sports Lockers (UK) Limited of Units 2 & 3 Torbay Business Park, Woodview Road, Paignton, Devon, TQ4 7HP Company No. 02521770 (“Crown Sports Lockers”).
1. Definitions and Interpretation
1. In this Agreement, unless the context otherwise requires, the following expressions have the following meanings:
|“Agreement”||means the contract into which the Parties will enter on the Customer’s acceptance of the Quotation and of this Agreement which shall incorporate, and be subject to, this Agreement;|
|“Agreed Date”||means the date on which the provision of the Services will commence as agreed by the Parties;|
|“Agreed Times”||means the times which the Parties shall agree upon during which Crown Sports Lockers shall have access to the Property to render the Services;|
|“Business Day”||means, any day (other than Saturday or Sunday) on which ordinary banks are open for their full range of normal business in London;|
|“Confidential Information”||means, in relation to either Party, information which is disclosed to that Party by the other Party pursuant to or in connection with the Agreement (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such);|
|“Customer”||means the customer who purchases the Products and/or Services from Crown Sports Lockers;|
|“Delivery Date”||means the date on which the Products are to be delivered as stipulated in the Order Confirmation;|
|“Final Fee”||means the total of all sums payable which shall be shown on the invoice issued in accordance with Clause 3 of this Agreement.|
|“Job”||means the complete rendering of the Services;|
|“Order”“Order Confirmation”||means the Customer’s initial request to acquire the Services from Crown Sports Lockers as set out in Clause 2 of this Agreement;the order confirmation issued to the Customer by Crown Sports Lockers on receipt of the Quotation acceptance from the Customer;|
|“Products”||means the products required to render the Services and/or the Products purchased by the Customer which Crown Sports Lockers shall manufacture, procure and supply (unless otherwise agreed);|
|“Property”||means the Customer’s property or premises, as detailed in the Order and the Agreement, at which the Services are to be rendered;|
|“Quotation”||means a quotation detailing proposed fees and services supplied to the Customer in accordance with Clause 2 of this Agreement;|
|“Quoted Fee”||means the fee which will be quoted to the Customer following the Order which may vary according to the actual work undertaken as set out in Clause 3 of this Agreement;|
|“Services”“Specification”||means the installation services provided by Crown Sports Lockers as detailed in Clause 5 of this Agreement;the specification for the Services produced by Crown Sports Lockers and/or agreed by Crown Sports Lockers;|
|“Visit”||means any occasion, scheduled or otherwise, on which Crown Sports Lockers shall visit the Property to render the Services; and|
|“Work Area”||means the part of the Property within which the Services are to be rendered.|
2. Unless the context otherwise requires, each reference in this Agreement to:
- “writing”, and any cognate expression, includes a reference to any communication effected by electronic or facsimile transmission or similar means;
- a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
- “this Agreement” is a reference to this Agreement and each of the Schedules as amended or supplemented at the relevant time;
- a Schedule is a schedule to this Agreement;
- a Clause or paragraph is a reference to a Clause of this Agreement (other than the Schedules) or a paragraph of the relevant Schedule; and
- a “Party” or the “Parties” refer to the parties to the Agreement.
- The headings used in this Agreement are for convenience only and shall have no effect upon the interpretation of this Agreement.
- Words imparting the singular number shall include the plural and vice versa.
- References to any gender shall include the other gender.
- References to persons shall include corporations.
2. Orders & Specification
- When placing an Order the Customer shall set out, in detail, the Services and/or the Products required.
- Once the Order is complete and submitted Crown Sports Lockers shall prepare and submit a Quotation to the Customer either by email or first class post.
- When the Quotation is approved by the Customer Crown Sports Lockers shall send an Order Confirmation which shall contain the final Specification and shall set out the required deposit and fees, detailed in Clause 3.
- The Customer may accept the Quotation by telephone, email or first class post.
- The Customer shall satisfy himself that the Specification (which shall include design, drawings and calculations) upon which Crown Sports Lockers’ Quotation is based is correct and accurately describes the Customer’s requirements. All drawings etc. prepared in connection with an Order are prepared in good faith and are based upon information, measurements, designs and dimensions available / applicable at the time of preparation. If, during the course of Crown Sports Lockers’ works pursuant, it transpires that any such designs, measurements or dimensions, or similar criteria have changed since the preparation of Crown Sports Lockers’ Quotation the Customer shall be liable to pay to Crown Sports Lockers all reasonable costs incurred by Crown Sports Lockers as a result of such differences and in particular shall remain liable to pay for all Services and/or Products quoted for.
- In cases where Specifications are to be supplied by the Customer such shall be supplied within a reasonable time so as to enable Crown Sports Lockers to complete the Job within the time specified.
- The Customer warrants that any design or instruction furnished to Crown Sports Lockers shall not be such as to cause Crown Sports Lockers to infringe any letters patent, registered designs, copyright, design right, trade mark, trade name or any other rights of a third party in the performance of the contract.
- If the Customer shall request design work or drawings over and above those normally supplied by Crown Sports Lockers, the Customer shall pay a reasonable charge for these.
- Any design work or calculations carried out by Crown Sports Lockers at the Customer’s request shall be the subject of a reasonable charge payable by the Customer in the event that a firm Order is not made.
- In the event that the Services and/or any Products are ordered by the Customer from Crown Sports Lockers are based upon any description either contained within any catalogue, brochure etc. or by verbal or written description given by Crown Sports Lockers to the Customer, the Customer shall have the right to require Crown Sports Lockers to supply a sample of the Products in question and subject thereto the Customer shall then satisfy himself as to the suitability of the Products for the purpose required and Crown Sports Lockers shall not be responsible for any unsuitability of the Services and/or Products ordered. If the Customer shall fail to require the supply of such sample Crown Sports Lockers shall incur no responsibility whatsoever to the Customer with regard to unsuitability of the Products in question.
- Approximate weights and other similar information of any installation being provided by Crown Sports Lockers will be available upon request. Crown Sports Lockers accepts no responsibility whatsoever for the structural capacity of the Customer’s Property and the Customer shall be deemed to have satisfied himself as to the ability of the Property to accept such installation and all applicable statutory or quasi-statutory or similar regulations or requirements
3. Deposit, Fees and Payment Terms
- At the time of accepting the Order Confirmation the Customer shall be required to pay a Deposit (if applicable) to Crown Sports Lockers. The Deposit shall be the amount set out in the Order Confirmation. Orders shall not be deemed confirmed until the Deposit is paid in full (if applicable).
- Subject to the provisions of Clause 8 the Deposit shall be non-refundable.
- The Order Confirmation and final Quotation will set out the details of when the remainder of the Quoted Fee is payable.
- Any agreed discount or special terms will be withdrawn if payment is not received by Crown Sports Lockers on due dates.
- The Quoted Fee shall include the price payable for the Services and/or Products and for the estimated Products required to render the Services (where applicable).
- Crown Sports Lockers shall use all reasonable endeavours to use only the Products (and quantities thereof) set out in the Quotation and the Agreement; however, if additional Products and/or Services are required the Final Fee shall be adjusted to reflect this. Any such increases shall be kept to a minimum.
- In the event that the prices of Products and/or Services increase during the period between the Customer’s acceptance of the Quotation and the commencement of the Services, Crown Sports Lockers shall inform the Customer of such increase and of any difference in the Final Fee.
- Crown Sports Lockers shall invoice the Customer for the Services in staged payments as detailed in the Order Confirmation.
- All invoices must be paid within the period set out in the Order Confirmation.
- Any sums which remain unpaid following the expiry of the time shall incur interest on a daily basis at 8%.
- If payment of any of Crown Sports Lockers’ invoices is overdue Crown Sports Lockers may suspend the performance of this Agreement to which the invoice relates and/or of any other job then subsisting between Crown Sports Lockers and the Customer.
- If the Customer shall be unable or refuses to accept delivery of the Products on due date (other than in circumstances giving the Customer the right to refuse acceptance on the basis that the Products do not conform to the Specification) the full amount of the invoice remains due for payment in accordance with the terms of this Agreement.
- Delivery of the Products shall be made by Crown Sports Lockers delivering the Products to the place in the United Kingdom specified in the Order Confirmation or, if no place of delivery is so specified, by the Customer collecting the Products at Crown Sports Lockers’ premises at any time after Crown Sports Lockers has notified the Customer that the Products are ready for collection.
- Delivery to site will be charged to the Customer on an Ex Works (Incoterms) basis. Unless otherwise provided in this Agreement or otherwise agreed to in writing by Crown Sports Lockers the placement and/or fitting of Products supplied will be subject to an additional charge and shall be at the Customer’s risk unless otherwise agreed in writing.
- Products will be delivered to products inwards, reception area or other accessible ground floor areas and off loading facilities must be provided by the Customer.
- No claim for damage in transit, for short delivery or for loss of Products shall be considered unless (a) in the case of damage notice in writing is given both to the carrier and to Crown Sports Lockers within 4 days of delivery followed within 14 days of delivery by a full and detailed claim in writing to both Crown Sports Lockers and the carrier or (b) in the case of loss of Products a separate notice in writing is given to the carrier and Crown Sports Lockers within 14 days of delivery to the Customer. In all cases a signature of receipt given by or on behalf of the Customer shall constitute an unconditional acceptance of the Products.
- The Delivery Date is approximate only and time for delivery shall not be of the essence unless previously agreed by Crown Sports Lockers in writing. The Products may be delivered by Crown Sports Lockers in advance of the Delivery Date upon giving reasonable notice to the Customer.
- If the Customer fails to take delivery of the Products or any part of them on the Delivery Date and/or fails to provide any instructions, documents, licences, consents or authorisations required to enable the Products to be delivered on that date, Crown Sports Lockers shall be entitled upon giving written notice to the Customer to store or arrange for the storage of the Products and then notwithstanding the provisions of clause 7 risk in the Products shall pass to the Customer, delivery shall be deemed to have taken place and the Customer shall pay to Crown Sports Lockers all costs and expenses including storage and insurance charges arising from such failure.
- If Crown Sports Lockers fails to deliver the Products or provide the Services or any of them on the Delivery Date other than for reasons outside Crown Sports Lockers’ reasonable control or the Customer’s or its carrier’s fault if Crown Sports Lockers delivers the Products and/or provides the Services at any time thereafter Crown Sports Lockers shall have no liability in respect of such late delivery.
- If on delivery any of the Products are defective and the Customer lawfully refuses delivery of the defective, then Crown Sports Lockers shall at its option replace the defective Products within 10 Business Days of receiving the Customer’s notice but Crown Sports Lockers shall have no further liability to the Customer in respect thereof and the Customer may not reject the Products if delivery is not refused or notice given by the Customer as set out above.
- Crown Sports Lockers shall be under no liability in respect of any defect arising from fair wear and tear, or any wilful damage, negligence, subjection to normal conditions, failure to follow Crown Sports Lockers’ instructions (whether given orally or in writing), misuse or alteration of the Products without Crown Sports Lockers’ prior approval, or any other act or omission on the part of the Customer, its employees or agents or any third party.
- Products, other than defective Products returned, returned by the Customer and accepted by Crown Sports Lockers may be credited to the Customer at Crown Sports Lockers’ sole discretion and without any obligation on the part of Crown Sports Lockers. Any such Products returned must be in their original packaging and received undamaged. The Customer is responsible for the cost of carriage of return and all Products returned will be at the risk of the Customer. All items returned by pre-arrangement will be subject to a 60% re-stocking charge.
- The Customer shall be responsible for ensuring that, except to the extent that instructions as to the use or sale of the Products are contained in the packaging or labelling of the Products, any use or sale of the Products by the Customer is in compliance with all applicable statutory requirements and that handling and sale of the Products by the Customer is carried out in accordance with directions given by Crown Sports Lockers or any competent governmental or regulatory authority and the Customer will indemnify Crown Sports Lockers against any liability loss or damage which Crown Sports Lockers might suffer as a result of the Customer’s failure to comply with this condition.
- The Services shall be rendered in accordance with the Specification set out in the Order Confirmation (as may be amended by mutual agreement from time to time).
- Crown Sports Lockers may provide plans, diagrams or similar documents in advance of the Job. Any such material is intended for illustrative purposes only and is not intended to provide an exact specification of the Job nor to guarantee specific results.
- Crown Sports Lockers shall ensure that the Services are rendered with reasonable care and skill and to a reasonable standard which is commensurate with best trade practice.
- Time shall not be of the essence in the rendering of the Services under this Agreement or under the Agreement.
- On Completion of the Job, the Customer will be asked to sign a certificate of completion and allow Crown Sports Lockers to take photographs of the completed works. If the Customer is not happy with the Services which have been carried out the Customer will be required to note this on the certificate of completion. Crown Sports Lockers shall correct any defects that have been caused by Crown Sports Lockers at no additional cost to the Customer. Crown Sports Lockers accepts no liability for damage or loss occurred during or as a result of the Services that are not noted on the certificate of completion.
6. Customer’s Obligations
- If any consents, licenses or other permissions are needed from any third parties such as landlords, planning authorities, local authorities or similar, it shall be the Customer’s responsibility to obtain the same in advance of the commencement of the Services.
- The Customer shall ensure that Crown Sports Lockers can access the Property at the Agreed Times to render the Services.
- The Customer shall have the option of giving Crown Sports Lockers a set of keys to the Property or being present at the Agreed Times to give Crown Sports Lockers access.
- The Customer shall ensure that Crown Sports Lockers has access to electrical outlets, lighting and heating and a supply of hot and cold running water.
- The Customer must give Crown Sports Lockers at least 5 Business Days’ notice if Crown Sports Lockers will be unable to provide the Services on a particular day or at a particular time. If less than 5 Business Days’ notice is given Crown Sports Lockers shall invoice the Customer at his normal rate.
- All prices quoted in connection with any contract involving installation etc. of Products supplied by Crown Sports Lockers are on the basis of clear site being made available to Crown Sports Lockers to enable work to commence in accordance with dates agreed. The Customer shall be responsible for the provision of such clear site which shall include but not be limited to the moving where necessary of all power, lighting and similar conducting media, burglar alarm systems, and all other potentially obstructive installations. The Crown Sports Lockers shall be allowed unrestricted access to the site during normal business hours and at such other times as Crown Sports Lockers shall have advised the Customer
- Risk of damage to or loss of the Products shall pass to the Customer at:
- in the case of Products to be delivered at Crown Sports Lockers’ premises, the time when Crown Sports Lockers notifies the Customer that the Products are available for collection;
- in the case of Products to be delivered otherwise than at Crown Sports Lockers’ premises, the time of delivery or, if the Customer wrongfully fails to take delivery of the Products, the time when Crown Sports Lockers has tendered delivery of the Products; or
- in the case of Products being installed by Crown Sports Lockers, the time that Crown Sports Lockers notifies the Customer that the installation is complete.
- Notwithstanding delivery and the passing of risk in the Products, or any other provision of this Agreement, legal and beneficial title to the Products shall not pass to the Customer until Crown Sports Lockers has received in cash or cleared funds payment in full of the price of the Products.
- Sub-Clause 7.2 notwithstanding, legal and beneficial title of the Products shall not pass to the Customer until Crown Sports Lockers has received in cash or cleared funds payment in full of the price of the Products and any other Products supplied by Crown Sports Lockers and the Customer has repaid all moneys owed to Crown Sports Lockers, regardless of how such indebtedness arose.
- Until payment has been made to Crown Sports Lockers in accordance with these Conditions and title in the Products has passed to the Customer, the Customer shall be in possession of the Products as bailee for Crown Sports Lockers and the Customer shall store the Products separately and in an appropriate environment, shall ensure that they are identifiable as being supplied by Crown Sports Lockers and shall insure the Products against all reasonable risks.
- The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Products which remain the property of Crown Sports Lockers, but if the Customer does so all money owing by the Customer to Crown Sports Lockers shall (without prejudice to any other right or remedy of Crown Sports Lockers) forthwith become due and payable.
- Crown Sports Lockers reserves the right to repossess any Products in which Crown Sports Lockers retains title without notice. The Customer irrevocably authorises Crown Sports Lockers to enter the Customer’s premises during normal business hours for the purpose of repossessing the Products in which Crown Sports Lockers retains title and inspecting the Products to ensure compliance with the storage and identification requirements of sub-Clause 7.4.
- The Customer’s right to possession of the Products in which Crown Sports Lockers maintains legal and beneficial title shall terminate if:
- the Customer commits or permits any material breach of his obligations under this Agreement;
- the Customer enters into a voluntary arrangement under Parts I or VIII of the Insolvency Act 1986, the Insolvent Partnerships Order 1994 (as amended), or any other scheme or arrangement is made with his creditors;
- the Customer is or becomes the subject of a bankruptcy order or takes advantage of any other statutory provision for the relief of insolvent debtors;
- the Customer convenes any meeting of its creditors, enters into voluntary or compulsory liquidation, has a receiver, manager, administrator or administrative receiver appointed in respect of its assets or undertaking or any part thereof, any documents are filed with the court for the appointment of an administrator in respect of the Customer, notice of intention to appoint an administrator is given by the Customer or any of its directors or by a qualifying floating charge-holder (as defined in paragraph 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for the winding up of the Customer or for the granting of an administration order in respect of the Customer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Customer.
8. Liability, Indemnity and Insurance
- Crown Sports Lockers will not by reason of any representation, implied warranty, condition or other term, or any duty at common law or under express terms of this Agreement (or this Agreement), be liable for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by Crown Sports Lockers servants or agents or otherwise) which arise out of or in connection with the supply of the Products and/or Services.
- 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 this Agreement.
- The Customer shall indemnify Crown Sports Lockers against all damages, costs, claims and expenses suffered by arising from loss or damage to any equipment (including that of third parties) caused by the Customer, its agents or employees.
- Crown Sports Lockers shall not be liable to the Customer or be deemed to be in breach of these terms and conditions by reason of any delay in performing, or any failure to perform, any of Crown Sports Lockers obligations if the delay or failure was due to any cause beyond Crown Sports Lockers reasonable control.
- Nothing in this Agreement excludes or limits the liability of Crown Sports Lockers:
- for death or personal injury caused by Crown Sports Lockers negligence;
- for any matter which it would be illegal for Crown Sports Lockers to exclude or attempt to exclude its liability; or
- for fraud or fraudulent misrepresentation.
- Subject to the remaining provisions of this Clause 8:
- Crown Sports Lockers 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 this Agreement shall be limited to the Final Price; and
- Crown Sports Lockers shall not be liable to the Customer for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with this Agreement.
9.1 Crown Sports Lockers guarantees that the product of all Products and/or Services (as the case may be) provided shall be free from any and all defects for a period of 12 months following completion of the Job or 12 months following delivery (as the case may be).
9.2 Any claim under this warranty must be made within 30 days of the defect first appearing and shall be in writing. Upon receipt of a valid warranty claim Crown Sports Lockers will arrange for the Products in question to be examined by its’ nominated representative and provided the claim is substantiated Crown Sports Lockers at its’ sole option will either repair or replace the faulty Products at no cost to the Customer. This warranty applies only if installation and/or service work has been carried out by authorised personnel to Crown Sports Lockers’ standard requirements.
10. Data Protection
Crown Sports Lockers will not share the Customer’s personal data with any third parties for any reasons without the prior consent of the Customer. Such data will only be collected, processed and held in accordance with Crown Sports Lockers’ rights and obligations arising under the provisions and principles of the Data Protection Act 1998.
- Except as provided by sub-Clause 11.2 or as authorised in writing by the other Party, each Party shall, at all times during the continuance of the Agreement and for 5 yearsafter its termination:
- keep confidential all Confidential Information;
- not disclose any Confidential Information to any other party;
- not use any Confidential Information for any purpose other than as contemplated by and subject to the terms of the Agreement;
- not make any copies of, record in any way or part with possession of any Confidential Information; and
- ensure that none of its directors, officers, employees, agents, sub-contractors or advisers does any act which, if done by that Party, would be a breach of the provisions of sub-Clauses 11.1.1 to 11.1.4 above.
- Either Party may:
1. disclose any Confidential Information to:
1. any sub-contractor or supplier of that Party;
2. any governmental or other authority or regulatory body; or
3. any employee or officer of that Party or of any of the aforementioned persons, parties or bodies;
to such extent only as is necessary for the purposes contemplated by the Agreement (including, but not limited to, the provision of the Services), or as required by law. In each case that Party shall first inform the person, party or body in question that the Confidential Information is confidential and (except where the disclosure is to any such body under sub-Clause 220.127.116.11 or any employee or officer of any such body) obtaining and submitting to the other Party a written confidentiality undertaking from the party in question. Such undertaking should be as nearly as practicable in the terms of this Clause 11, to keep the Confidential Information confidential and to use it only for the purposes for which the disclosure is made; and
3. The provisions of this Clause 11 shall continue in force in accordance with their terms, notwithstanding the termination of the Agreement for any reason.
12. Force Majeure
- No Party to the Agreement will be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited to: power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.
- In the event that a Party to the Agreement cannot perform their obligations thereunder as a result of force majeure for a continuous period of 6 months, the other Party may at its discretion terminate the Agreement by written notice at the end of that period. In the event of such termination, the Parties shall agree upon a fair and reasonable payment for all Services completed up to the date of termination. Such payment shall take into account any prior contractual commitments entered into in reliance on the performance of the Agreement.
- Either Party may immediately terminate the Agreement by giving written notice to the other Party if:
- any sum owing to that Party by the other Party under any of the provisions of the Agreement is not paid within 20 Business Days of the due date for payment;
- the other Party commits any other breach of any of the provisions of the Agreement and, if the breach is capable of remedy, fails to remedy it within 20 Business Days after being given written notice giving full particulars of the breach and requiring it to be remedied;
- an encumbrancer takes possession, or where the other Party is a company, a receiver is appointed, of any of the property or assets of that other Party;
- the other Party makes any voluntary arrangement with its creditors or, being a company, becomes subject to an administration order (within the meaning of the Insolvency Act 1986);
- the other Party, being an individual or firm, has a bankruptcy order made against it or, being a company, goes into liquidation (except for the purposes of bona fide amalgamation or re-construction and in such a manner that the company resulting therefrom effectively agrees to be bound by or assume the obligations imposed on that other Party under the Agreement);
- anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to the other Party;
- that other Party ceases, or threatens to cease, to carry on business; or
- control of that other Party is acquired by any person or connected persons not having control of that other Party on the date of the Agreement. For the purposes of this Clause 13, “control” and “connected persons” shall have the meanings ascribed thereto by Sections 1124 and 1122 respectively of the Corporation Tax Act 2010.
- For the purposes of sub-Clause 13.1.2, a breach shall be considered capable of remedy if the Party in breach can comply with the provision in question in all respects.
- The rights to terminate the Agreement shall not prejudice any other right or remedy of either Party in respect of the breach concerned (if any) or any other breach.
14. Effects of Termination
Upon the termination of the Agreement for any reason:
- any sum owing by either Party to the other under any of the provisions of the Agreement shall become immediately due and payable;
- all Clauses which, either expressly or by their nature, relate to the period after the expiry or termination of the Agreement shall remain in full force and effect;
- termination shall not affect or prejudice any right to damages or other remedy which the terminating Party may have in respect of the event giving rise to the termination or any other right to damages or other remedy which any Party may have in respect of any breach of the Agreement which exist at or before the date of termination;
- subject as provided in this Clause 14 and except in respect of any accrued rights neither Party shall be under any further obligation to the other; and
- each Party shall (except to the extent referred to in Clause 11) immediately cease to use, either directly or indirectly, any Confidential Information, and shall immediately return to the other Party any documents in its possession or control which contain or record any Confidential Information.
15. No Waiver
No failure or delay by either Party in exercising any of its rights under the Agreement shall be deemed to be a waiver of that right, and no waiver by either Party of a breach of any provision of the Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision.
16. Further Assurance
Each Party shall execute and do all such further deeds, documents and things as may be necessary to carry the provisions of the Agreement into full force and effect.
Subject to any provisions to the contrary each Party shall pay its own costs of and incidental to the negotiation, preparation, execution and carrying into effect of the Agreement.
- If the Customer is in default of any of the payment terms set out in this Agreement, Crown Sports Lockers may at its’ discretion set off amounts owed by the Customer to Crown Sports Lockers for Products or Services supplied by Crown Sports Lockers against other monies payable to the Customer by Crown Sports Lockers.
- The Customer shall not be entitled to withhold payment of any invoice by reason of any right of set-off or counterclaim which the Customer may have or allege to have against Crown Sports Lockers or for any other reason whatsoever.
19. Assignment and Sub-Contracting
- Subject to sub-Clause 19.2, the Agreement shall be personal to the Parties. Neither Party may assign, mortgage, charge (otherwise than by floating charge) or sub-licence or otherwise delegate any of its rights thereunder, or sub-contractor otherwise delegate any of its obligations thereunder without the written consent of the other Party, such consent not to be unreasonably withheld.
- Crown Sports Lockers shall be entitled to perform any of the obligations undertaken by it through any other member of its group or through suitably qualified and skilled sub-contractors. Any act or omission of such other member or sub-contractor shall, for the purposes of the Agreement, be deemed to be an act or omission of the Party in question.
The Parties agree that the times and dates referred to in the Agreement are for guidance only and are not of the essence of the Agreement and may be varied by mutual agreement between the Parties.
21. Relationship of the Parties
Nothing in the Agreement shall constitute or be deemed to constitute a partnership, joint venture, agency or other fiduciary relationship between the Parties other than the contractual relationship expressly provided for in the Agreement.
22. Third Party Rights
No part of the Agreement is intended to confer rights on any third parties and accordingly this Agreements (Rights of Third Parties) Act 1999 shall not apply to the Agreement.
- All notices under the Agreement shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice.
- Notices shall be deemed to have been duly given:
- when delivered, if delivered by courier or other messenger (including registered mail) during normal business hours of the recipient; or
- when sent, if transmitted by facsimile or e-mail and a successful transmission report or return receipt is generated; or
- on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid; or
- on the tenth business day following mailing, if mailed by airmail, postage prepaid.
In each case notices shall be addressed to the most recent address, e-mail address, or facsimile number notified to the other Party.
24. Entire Agreement
- The Agreement contains the entire agreement between the Parties with respect to its subject matter and may not be modified except by an instrument in writing signed by the duly authorised representatives of the Parties.
- Each Party shall acknowledge that, in entering into the Agreement, it does not rely on any representation, warranty or other provision except as expressly provided in the Agreement, and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
The Agreement may be entered into in any number of counterparts and by the Parties to it on separate counterparts each of which when so executed and delivered shall be an original, but all the counterparts together shall constitute one and the same instrument.
In the event that one or more of the provisions of the Agreement and/or of this Agreement is found to be unlawful, invalid or otherwise unenforceable, that / those provision(s) shall be deemed severed from the remainder of the Agreement and/or this Agreement. The remainder of the Agreement and/or this Agreement shall be valid and enforceable.
27. Dispute Resolution
- The Parties shall attempt to resolve any dispute arising out of or relating to the Agreement through negotiations between their appointed representatives who have the authority to settle such disputes.
- If negotiations under sub-Clause 27.1 do not resolve the matter within 30 days of receipt of a written invitation to negotiate, the parties will attempt to resolve the dispute in good faith through mediation.
- If the mediation under sub-Clause 27.2 does not resolve the matter within 30 days of the initiation of that procedure, or if either Party will not participate in the mediation, or the parties cannot agree on the mediator, the dispute may be referred to arbitration or adjudication by either Party.
- The seat of the arbitration under sub-Clause 27.3 shall be England and Wales. The arbitration shall be governed by the Arbitration Act 1996 and Rules for Arbitration as agreed between the Parties. In the event that the Parties are unable to agree on the arbitrator(s) or the Rules for Arbitration, either Party may, upon giving written notice to the other Party, apply to the President or Deputy President for the time being of the Chartered Institute of Arbitrators for the appointment of an arbitrator or arbitrators and for any decision on rules that may be required.
- Nothing in this Clause 27 shall prohibit either Party or its affiliates from applying to a court for interim injunctive relief.
- The decision and outcome of the final of an Arbitrator under this Clause 27 shall be final and binding on both Parties.
28. Law and Jurisdiction
- The Agreement and this Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.
- Subject to the provisions of Clause 27, any dispute, controversy, proceedings or claim between the Parties relating to the Agreement or this Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.