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TERMS & CONDITIONS FOR THE SALE OF GOODS

 

THE CUSTOMER’S SPECIAL ATTENTION IS DRAWN TO CLAUSES 4, 5, 6, 8, 9, AND 10

If you are a domestic customer, please see our Consumer Terms and Conditions

 

  1. 1.         DEFINITIONS AND INTERPRETATION

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

Applicable Laws: all applicable laws, statutes, regulations and codes from time to time in force.

Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.

Charges: means:

(a)       the charges for the sale and purchase of the Equipment; and

(b)       any delivery charges,

as set out in the Proposal (or otherwise varied in accordance with these Terms) and any other charges to be paid by the Customer to Lockers 3000 in accordance with these Terms. 

Confirmation: the written acceptance of the Order issued by Lockers 3000.

Contract: the contract between Lockers 3000 and the Customer for the sale and purchase of the Equipment incorporating the Proposal and these Terms.

Customer: the business to which Lockers 3000 wishes to provide the Equipment and which wishes to enter into a Contract with Lockers 3000.

Despatch: means Equipment leaving the Premises.

Despatch Date: means the date on which the parties have agreed that Despatch shall take place.

Equipment: the goods (or any part of them) set out in the Order, having been referred to initially within the Proposal.

Force Majeure Event: means any event beyond a party'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, extreme or adverse weather conditions, or default of suppliers or subcontractors.

General Conditions: the general conditions referred to in the Proposal.

Group: means Lockers 3000, Lockers 3000’s holding company or subsidiary companies, and the subsidiary companies of Lockers 3000’s holding company.

Installation: means the installation of the Equipment at the Site by the Supplied Personnel.

Intellectual Property Rights: means patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, 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.

Literature: Locker 3000's catalogues, brochures, websites or such other applicable sales or promotional literature, materials or publications.

Lockers 3000: Lockers 3000 Limited, a company registered and incorporated in England and Wales with company number 1006595 and whose registered office is at 1a Roundhouse Court, South Rings Business Park Bamber Bridge, Preston, PR5 6DA.

Loss: actions, awards, charges, claims, costs, damages, demands, expenses, fees, fines, liabilities, losses, penalties, proceedings and settlements and Losses shall be construed accordingly.

Order: the Customer's written purchase order (in whatever form this may be and which shall for the avoidance of doubt include email) for the sale and purchase of the Equipment raised in response to the Proposal and in accordance with clause 2 below.

Order Period: has the meaning given in clause 2.2.

Premises: means the location at which the Equipment is situated and from which it shall be transported to the Site.

Proposal: Lockers 3000’s written Proposal or proposal to provide the Equipment to the Customer incorporating these Terms.

Site: means the location at which the Customer elects for the Equipment to be delivered and used as set out in the Proposal or otherwise agreed between the parties.

Specification: any specification for the Equipment, including any related plans, images and other drawings, that is referred to in connection with the product code relating to the Equipment in question.

Supplied Personnel: means the personnel supplied by Lockers 3000 to the Customer for the purposes connected with the Equipment as set out in the Proposal or otherwise envisaged by these Terms.

Terms: the terms and conditions set out in this document as amended from time to time in accordance with clause 7.9.

VAT: has the meaning given in clause 7.4.

Warranty Period: has the meaning given in clause 5.3.

1.2           Interpretation. In these Terms, the following rules apply:

(a)            A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

(b)            A reference to a party includes its personal representatives, successors or permitted assigns.

(c)            A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted and includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.

(d)            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.

(e)            A reference to writing or written includes emails.

1.3           Conflict. In the event of any conflict between the provisions of the Proposal and these Terms, the provisions of the Proposal shall, save to the extent of any manifest or obvious error, take precedence to the extent of any conflict.

  1. 2.         FORMATION AND BASIS OF THE CONTRACT

2.1           These Terms apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.2           The Proposal shall remain valid for a period of thirty (30) days unless otherwise specified, from the date specified on it (Order Period)and if the Customer accepts the position set out in the Proposal then it shall be required to raise an Order within the Order Period.

2.3           The Order constitutes an offer by the Customer to enter into a Contract in accordance with these Terms and shall not incorporate any other terms and conditions beyond those set out in the Contract. The Customer is responsible for ensuring that the terms of the Proposal and the Order and any applicable Specification submitted by the Customer are complete and accurate and by raising an Order warrants that this is the case.

2.4           Lockers 3000 may reject the Order at its absolute discretion and for any reason whatsoever and the Order shall only be deemed to be accepted at the earlier of when Lockers 3000:

(a)        Despatches the Equipment; or

(b)        issues a Confirmation,

at which point the Contract shall come into existence.

2.5           Any samples, drawings, descriptive matter, or advertising produced by Lockers 3000 and any descriptions, colours or illustrations contained in the Literature are produced for the sole purpose of giving an approximate idea of the Equipment described in them. They shall not form part of the Contract or have any contractual force.

 

  1. 3.         EQUIPMENT

3.1           The Equipment is as described in the Literature as modified or supplemented by any applicable Specification.

3.2           The Customer:

(a)        warrants that the Specification does not breach the Intellectual Property Rights of any third party; and

(b)        shall indemnify Lockers 3000  in full from and against any and all Losses (including any direct, indirect, special or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by Lockers 3000 in connection with any claim made against Lockers 3000 for actual or alleged infringement of a third party's Intellectual Property Rights arising out of or in connection with Lockers 3000's use of the Specification.

This clause 3.2 shall survive termination of the Contract.

3.3           Lockers 3000 reserves the right to amend the specification of the Equipmentand, where applicable, the Specification if required by any Applicable Laws from time to time in force or to improve the Equipment where to do so would not have a materially adverse effect on the Customer.

  1. 4.         DELIVERY – SPECIAL ATTENTION IS DRAWN TO THIS CLAUSE

4.1           Lockers 3000 shall ensure that:

(a)        each delivery of the Equipment is accompanied by a delivery note to be signed for by the Customer which shows the date of the Order, all relevant Customer and Lockers 3000 reference numbers, the type and quantity of the Equipment (including the code number of the Equipment, where applicable), special storage instructions (if any) and, if the Order is being delivered by instalments, the outstanding balance of Equipment remaining to be delivered; and

(b)        if Lockers 3000 requires the Customer to return any packaging materials to Lockers 3000, that fact is clearly stated on the delivery note. The Customer shall not be required to return any pallets and shall make any such packaging materials available for collection at such times as Lockers 3000 shall reasonably request. Returns of packaging materials shall be at Lockers 3000's expense.

4.2           Without prejudice to clause 4.3, the instructed carrier shall (for and on behalf of Lockers 3000) physically deliver the Equipment to the location set out in the Proposal or such other location as the parties may agree.

4.3           Unless otherwise agreed, delivery of the Equipment shall be on the basis of:

(a)        EXW (at Lockers 3000’s address as detailed in the Proposal or otherwise notified to the Customer in advance) (Ex Works - Incoterms 2010) where the final destination for the Equipment is on mainland United Kingdom; or

(b)        FCA (at Lockers 3000’s address as detailed in the Proposal or otherwise notified to the Customer in advance) (Free Carrier - Incoterms 2010) where the final destination for the Equipment is not on mainland United Kingdom.

4.4           Any dates quoted for delivery are approximate only and Lockers 3000 is under no obligation to provide an estimated delivery time. If a quoted date for delivery is not provided, delivery will be made within a reasonable time. The time of delivery in accordance with any timescales is not of the essence.

4.5           Lockers 3000 shall not be liable for any delay in delivery of the Equipment that is caused by a Force Majeure Event suffered by it or an instructed carrier (save where it is reasonably practicable to instruct another carrier) or the Customer's failure to provide Lockers 3000 with adequate delivery instructions or any other instructions that are relevant to the supply of the Equipment.

4.6           If the Customer fails to take delivery of the Equipment within five (5) Business Days of Lockers 3000 notifying the Customer that the Equipment is ready, then, except where such failure or delay is caused by a Force Majeure Event:

(a)        delivery of the Equipment shall be deemed to have been completed at 9.00 am on the fourth (4th) Business Day after the day on which Lockers 3000 notified the Customer that the Equipment were ready; and

(b)        Lockers 3000 shall store the Equipment until delivery takes place, and charge the Customer for all related costs and expenses (including but not limited to insurance, delivery and re-delivery costs).

4.7           If ten (10) Business Days after the day on which Lockers 3000 notified the Customer that the Equipment were ready for delivery the Customer has not taken delivery of them, Lockers 3000 may resell or otherwise dispose of part or all of the Equipment.

4.8           Lockers 3000 may deliver the Equipment by instalments, which may be invoiced and paid for separately. Each instalment shall constitute a separate Contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.

 

  1. 5.         QUALITY, INSPECTION AND ACCEPTANCE – SPECIAL ATTENTION IS DRAWN TO THIS CLAUSE

5.1           The Customer shall be required to inspect the Equipment immediately upon receipt.  In the event that:

(a)        there are any damages or defects in the Equipment; or

(b)        an incorrect quantity of the Equipment has been received; or

(c)        anything other than the Equipment are received,

the Customer shall be required to notify Lockers 3000 within one (1) Business Day of receipt in writing to the email address nominated in accordance with clause 10.  Where no such notification is made by the Customer to Lockers 3000 in accordance with this clause, the Equipment shall be deemed to have been accepted in all respects by the Customer.

5.2           For the purposes of clause 5.1, receipt shall mean:

(a)        (where no Installation is required):

(i)              Despatch, where the Customer collects the Equipment from the Premises; or

(ii)            the arrival of the Equipment at the Site, where the Customer does not collect the Equipment from the  Premises; or

(b)        (where Installation of the Equipment is required) the date of Installation.

5.3           Without prejudice to clause 5.1, Lockers 3000 warrants that on delivery, and (where applicable) for such additional period of time as may be specified in the Literature or the Proposal (Warranty Period), the Equipment shall:

(a)        conform in all material respects with their description and any applicable Specification;

(b)        be free from material defects in design, material and workmanship;

(c)        be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and

(d)        be fit for any purpose held out by Lockers 3000.

5.4           Subject to clause 5.5, if:

(a)        the Customer gives notice in writing to Lockers 3000 during the Warranty Period within a reasonable time of discovery that some or all of the Equipment do not comply with the warranty set out in clause 5.3;

(b)        Lockers 3000 is given a reasonable opportunity of examining such Equipment; and

(c)        the Customer (if asked to do so by Lockers 3000 and where reasonably practicable) returns such Equipment to Lockers 3000's place of business at the Customer's cost (such reasonable return costs to be refunded to the Customer if the Equipment are found to not comply with the warranty set out in clause 5.2),

Lockers 3000 shall, at its option, repair or replace the defective Equipment, or refund the price of the defective Equipment in full in addition to any reasonable return costs in accordance with clause 5.4(c).

5.5           Lockers 3000 shall not be liable for the Equipment's failure to comply with the warranty set out in clause 10.3 in any of the following events:

(a)        the Customer has failed to pay any sums due to Lockers 3000 under or in accordance with these Terms or any other contract between the Customer and Lockers 3000 (or any member of its Group);

(b)        the Customer makes any further use of such Equipment after giving notice in accordance with clause 5.4;

(c)        the defect arises because the Customer failed to follow Lockers 3000's (or the manufacturer’s) oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Equipment or (if there are none) good trade practice regarding the same;

(d)        the defect arises as a result of Lockers 3000 following any drawing, design or Specification supplied by the Customer;

(e)        the Customer (or a third party acting on its behalf or under its instruction) alters or repairs such Equipment without the written consent of Lockers 3000;

(f)         the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or

(g)        the Equipment differ from their description and any Specification provided as a result of changes made to ensure they comply with Applicable Laws.

5.6           Except as provided in this clause 5, Lockers 3000 shall have no liability to the Customer in respect of the Equipment's failure to comply with the warranty set out in clause 10.3 save that where the parties have agreed otherwise in writing, Lockers 3000 may carry out repair work to such Equipment falling under clause 5.5 at an additional charge.

5.7           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 the Contract.

5.8           These Terms shall not apply to any repaired or replacement Equipment supplied by Lockers 3000.

  1. 6.         TITLE AND RISK – SPECIAL ATTENTION IS DRAWN TO THIS CLAUSE

6.1           Title to the Equipment shall not pass to the Customer until the earlier of:

(a)        Lockers 3000 receiving payment in full (in cash or cleared funds) for the Equipment and any other goods and/or services that Lockers 3000 (or any member of its Group) has supplied to the Customer in respect of which payment has become due, in which case title to the Equipment shall pass at the time of payment of all such sums; or

(b)        the Customer reselling the Equipment, in which case title to the Equipment shall pass to the Customer at the time specified in clause 6.4 and the proceeds of sale shall be immediately accounted to Lockers 3000 and otherwise held in a fiduciary capacity on trust for Lockers 3000 to the extent of any liability for unpaid sums.

6.2           Until title to the Equipment has passed to the Customer, the Customer shall: 

(a)        store the Equipment separately from all other goods held by the Customer so that they remain readily identifiable as Lockers 3000's property; 

(b)        not remove, deface or obscure any identifying mark or packaging on or relating to the Equipment;

(c)        maintain the Equipment in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;

(d)        notify Lockers 3000 immediately if it becomes subject to any of the events listed in clause 9.1(c)-(h); and

(e)        give Lockers 3000 such information relating to the Equipment as Lockers 3000 may require from time to time.

6.3           Subject to clause 6.4, the Customer may resell or use the Equipment in the ordinary course of its business (but not otherwise) before Lockers 3000 receives payment for the Equipment. However, if the Customer resells the Equipment before that time:

(a)        it does so as principal and not as Lockers 3000’s agent; and

(b)        title to the Equipment shall pass from Lockers 3000 to the Customer immediately before the time at which resale by the Customer occurs.

6.4           If before title to the Equipment passes to the Customer the Customer becomes subject to any of the events listed in clause 9.1(c)-(h), then, without limiting any other right or remedy Lockers 3000 may have:

(a)        the Customer's right to resell the Equipment or use them in the ordinary course of its business ceases immediately; and

(b)        Lockers 3000 may at any time:

(i)              require the Customer to deliver up all Equipment in its possession which have not been resold, or irrevocably incorporated into another product; and

(ii)            if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Equipment are stored in order to recover them.

  1. 7.         CHARGES AND PAYMENT

7.1           The Charges payable under this Contract are as set out in the Proposal, or, if not quoted, that set out in the Literature or Lockers 3000's published price list in force as at the date of formation of the Contract.

7.2           Lockers 3000 may, by giving notice to the Customer at any time up to five (5) Business Days before Despatch, increase the Charges to reflect any increase that is due to:

(a)        any factor beyond Lockers 3000's control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);

(b)        any request by the Customer to change the delivery date(s), quantities or types of Equipment ordered, or the Specification; or

(c)        any delay caused by any instructions of the Customer or failure of the Customer to give Lockers 3000 adequate or accurate information or instructions,

provided that upon receipt of such notice the Customer shall be afforded with the opportunity to reject the change and cancel the Contract without liability to Lockers 3000 provided that it notifies Lockers 3000 in advance of Despatch taking place.

7.3           Unless otherwise agreed between the parties, the price of the Equipment is exclusive of the costs and charges of packaging, insurance and transport of the Equipment, which shall be invoiced to the Customer.

7.4           The Charges are exclusive of amounts in respect of value added tax (VAT). The Customer shall, on receipt of a valid VAT invoice from Lockers 3000, pay to Lockers 3000 such additional amounts in respect of VAT as are chargeable on the supply of the Equipment.

7.5           Unless otherwise specified in the Proposal, the Customer shall pay any and all invoices raised by Lockers 3000 from time to time in full and in cleared funds either:

(a)      within thirty (30) days of the date of the invoice (subject to a company credit check); or

(b)      in advance in accordance with the Order;

payable to the bank account nominated in writing to Lockers 3000. Time for payment in accordance with this clause is of the essence.

7.6           If the Customer fails to make any payment due to Lockers 3000 under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 8% per annum above the Bank of England's base rate from time to time and such other sums as may be due under the Late Payment of Commercial Debts Regulations 2013. 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 Customer shall pay the interest together with the overdue amount.

7.7           The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). Lockers 3000 may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by Lockers 3000 to the Customer.

  1. 8.         LIMITATION OF LIABILITY – SPECIAL ATTENTION IS DRAWN TO THIS CLAUSE

8.1           Nothing in these Terms shall limit or exclude Lockers 3000’s liability for: 

(a)            death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);

(b)            fraud or fraudulent misrepresentation;

(c)            breach of the terms implied by section 12 of the Sale of Goods Act 1979; or

(d)            any matter in respect of which it would be unlawful for Lockers 3000 to exclude or restrict liability.

8.2           Subject to clause 8.1:

(a)            Lockers 3000 shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation or otherwise, for any:

(i)              loss of profit; 

(ii)            loss of goodwill;

(iii)           loss of business;

(iv)           loss of business opportunity;

(v)            loss of anticipated saving;

(vi)           loss or corruption of data or information; or

(vii)         any indirect, special or consequential Loss,

that arises under, in connection with or otherwise arising out of the Contract; and

(b)            Lockers 3000’s total liability to the Customer in respect of all other Losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation or otherwise, shall in no circumstances exceed the total Charges paid by the Customer to Lockers 3000 under the Contract.

  1. 9.         TERMINATION – SPECIAL ATTENTION IS DRAWN TO THIS CLAUSE

9.1           Lockers 3000 may terminate the Contract forthwith by written notice and without liability to the Customer if one or more of the following events occur:

(a)            the Customer defaults in punctual payment of any Charges due to Lockers 3000;

(b)            the Customer fails to observe and perform any provision of the Contract;

(c)            the Customer 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;

(d)            the Customer 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;

(e)            the Customer takes any step or action in connection with the Customer being made bankrupt, entering any composition or arrangement with his creditors, having a receiver appointed to any of his 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 Customer suspends, threatens to suspends, ceases or threatens to cease to carry on all or a substantial part of its business;

(g)            the Customer's financial position deteriorates to such an extent that in Lockers 3000’s opinion the Customer's capability to adequately fulfil its obligations under the Contract or Lockers 3000’s rights in the Equipment may be prejudiced or placed in jeopardy; and

(h)            (being an individual) the Customer 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.

9.2           The rights to terminate under this Contract:

(a)            may be exercised notwithstanding that Lockers 3000 may have waived some previous default or matter of the same or a like nature; and

(b)            shall if exercised, not affect Lockers 3000’s right to claim damages for breach of Contract or recover any sums due under the Contract as a debt.

9.3           If the Customer does not make payment of a sum by date on which payment of that sum is due to be made, Lockers 3000 has the right to regain possession of the Equipment.

9.4           Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.

  1. 10.       NOTICES

10.1       Any notice or other communication given to a party under or in connection with the Contract 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 or email to sales@lockers3000.com for Lockers 3000 or the email address detailed in the Proposal for the Customer.

10.2       A notice or other communication shall be deemed to have been received:

(a)        if delivered personally, when left at the address referred to in clause 10.1;

(b)        if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second (2nd) Business Day after posting; or

(c)        if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by email, one (1) Business Day after transmission.

10.3       The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

  1. 11.       GENERAL

11.1       Force Majeure. Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event or the acts or omissions of the other party.

11.2       Entire Agreement. The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of Lockers 3000 including, for the avoidance of doubt, the information included in the Literaturewhich is not set out in the Contract.

11.3       Assignment and other dealings.

(a)        Lockers 3000 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 the Contract.

(b)        The Customer 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 the Contract without the prior written consent of Lockers 3000.

11.4       Severance.

(a)        If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. 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 the Contract.

(b)        If any provision or part-provision of this Contract 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 provision.

11.5       Waiver. A waiver of any right or remedy under the Contract 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 Contract 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.

11.6       Rights and Remedies. No right or remedy conferred upon or reserved to Lockers 3000 by these Terms is exclusive of any other right or remedy in these Terms provided or permitted by law, and each shall be cumulative of every other right or remedy now or in the future existing and may be enforced by Lockers 3000 concurrently or from time to time.

11.7       Third party rights. Save to the extent provided for in these Terms, any person who is not a party to the Contract shall not have any rights to enforce its terms.

11.8       Further Assurance. The Customer shall, whenever requested by Lockers 3000, execute such documents and do such acts and things as Lockers 3000 may require to give full effect to the Contract.

11.9       Variation. Except as set out in these Terms, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is in writing and signed by Lockers 3000.

11.10    Governing law. The Contract, 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.

11.11    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 this Contract or its subject matter or formation (including non-contractual disputes or claims).