Terms & Conditions

EZE Shoring Halifax Ltd STANDARD TERMS AND CONDITIONS 2018

 

STANDARD TERMS AND CONDITIONS FOR:

THE SALE OF GOODS

1. Definitions

In these Standard Terms and Conditions the following

Definitions shall apply:

Agreement

means any agreement between the Parties

For the purchase and sale of Goods, which shall be considered entered into only when an order by the Buyer has been accepted by EZE Shoring in Writing.

Buyer

means the person or entity who accepts EZE Shoring quotation for the sale of Goods or whose order for the Goods is accepted by EZE Shoring.

Documentation

means drawings, technical documentation and any other information in Writing including information in electronic form regarding the Goods or the manufacture of the Goods.

EZE SHORING"

means EZE Shoring, a registered company organised under the laws of Companies House UK

Goods

means the products which EZE Shoring is to supply according to the Agreement.

“IPR”

means intellectual property rights, including without limitation, designs (whether or not registered), patents, utility models, copyrights and know-how.

Party/Parties

means EZE SHORING and/or the Buyer.

Specification

means the description of the Goods to be manufactured, including tolerances and other material specifications such as specifications regarding structure, composition and measurement.

Standard Terms

means these Standard Terms and Conditions for the Sale of Goods.

Test

means a delivery test provided for in the Agreement

Written/in Writing

means in the form of a signed document or a document conveyed by telefax or in the form of a message conveyed by electronic mail which reliably identifies the sender (i.e. by means of an electronic signature) and the receipt of which has been confirmed.

2. SCOPE

2.1. These Standard Terms shall exclusively apply to each Agreement between the Parties for the purchase and sale of Goods.

2.2. The directors, employees, agents or advisors of EZE Shoring are not

Authorised to make any representations or warranties concerning the Goods unless confirmed by EZE SHORING in Writing. In entering into the Agreement

The Buyer acknowledges that it has not relied on any such representations and/or warranties which are not so confirmed.

2.3. Any advice or recommendation given by EZE Shoring or its directors, employees, agents or advisors as to the storage, application or use of the Goods, which is not confirmed in Writing by EZE Shoring, is followed or acted upon entirely at the Buyer’s own risk, and accordingly EZE SHORING shall not be liable for any such advice or recommendation which is not so confirmed.

2.4. Any typographical, clerical or other error or omission in any sales literature, quotation, price list, order acceptance, invoice or other document or information issued by EZE Shoring shall be subject to correction without any liability on the part of EZE Shoring.

2.5. No variation to these Standard Terms shall be binding unless confirmed by EZE Shoring in Writing.

 

3. ORDERS AND SPECIFICATIONS

3.1. The Buyer shall be responsible for the accuracy of the terms of any order, including all Specifications, it submits and for giving EZE Shoring any necessary information relating to the Goods within sufficient time to enable EZE Shoring to perform in accordance with the terms of the Agreement.

3.2. EZE Shoring reserves the right, but has no obligation, to make any changes in the Specifications which are required to conform to any statutory requirements or,

Where the Goods are to be supplied to the Buyer’s Specification, which do not materially affect their quality or performance.

3.3. Unless otherwise agreed between the Parties, EZE Shoring standard tolerances and other material specifications shall be applicable to the Agreement.

 

4. DOCUMENTATION

4.1. Any information contained in general product documentation and price lists, whether in electronic or another form, is binding only to the extent that it is by reference expressly included in the Agreement

4.2. All Documentation submitted by EZE Shoring to the Buyer, prior or subsequent to the formation of the Agreement, remains the property of EZE Shoring.

4.3. Documentation submitted shall not, without the consent of EZE Shoring, be used for any other purpose than that for which it was submitted, and may not

Without the consent of EZE Shoring be copied, reproduced, transmitted or otherwise communicated in any way to a third party.

 

7. DELIVERY AND INSPECTION OF GOODS

7.1. Where a commercial/trade term has been agreed upon, it shall be interpreted in accordance with the INCOTERMS in force at the conclusion of the Agreement. Info trade term is specifically agreed upon, the delivery shall be considered to be Free Carrier (FCA) packed in EZE Shoring standard packing. Partial shipments and/or partial deliveries shall be permitted unless otherwise agreed. If FCA or equivalent term is applied, the Buyer shall promptly deliver evidence to EZE Shoring of any subsequent cross border transportation of the Goods, in order to enable to EZE Shoring to timely determine the VAT treatment of the sale. For the avoidance of doubt, the Buyer shall under all circumstances be liable in accordance with Section 10.5 for any VAT that is applied to the sale.

7.2. If the Parties, instead of specifying the date for delivery, have specified a period of time on the expiry of which delivery shall take place, such period shall start to run as soon as the Agreement is entered into, all official formalities have been completed, payments due at the formation of the Agreement have been made, any agreed securities have been given and any other preconditions have been fulfilled.

7.3. The Goods may be delivered by EZE Shoring in advance of the quoted delivery date upon notifying the Buyer within reasonable time before delivery.

7.4. Where the Goods are to be delivered in instalments, each instalment shall constitute a separate Agreement and failure by EZE Shoring to deliver any of the instalments in accordance with these Standard Terms or any claim by the Buyer in respect of any instalment shall not entitle the Buyer to treat the Agreement (regarding all

Instalments) as a whole as repudiated.

7.5. When delivery of the Goods is to be made by EZE Shoring in bulk, EZE Shoring reserves the right to deliver up to five (5) per cent more or five (5) per cent less than the quantity ordered without any adjustment in price.

7.6. The Buyer shall thoroughly inspect the Goods without delay, at the latest within thirty (30) working days from the date of delivery, and ensure that the Goods correspond to the contractual description in the Agreement.

7.7. The Buyer shall notify EZE Shoring in Writing of the Goods not corresponding to the contractual description within five (2) working days from the date of the inspection in accordance with Section 7.6. After this term, EZE Shoring shall have no liability regarding any defecting the Goods that could or should have been detected on inspection.

 

8. EZE Shoring’s DELAY IN DELIVERY

8.1. If EZE Shoring finds that it shall be unable to deliver the Goods on the agreed date or if delay on the part of EZE Shoring seems likely, EZE Shoring shall within a reasonable time notify the Buyer thereof in Writing, stating the reason for the delay and if possible the time when delivery can be expected.

8.2. If a delay in delivery is caused by circumstances constituting force majeure under Section 16, or by an actor omission on part of the Buyer, the time for delivery shall be extended by a period which is reasonable having regard

to the circumstances in the case. The time for delivery shall be extended even if the reason for delay occurs after the originally agreed time for delivery.

8.3. If EZE Shoring is unable to deliver the Goodson the agreed date for any reason other than a circumstance constituting force majeure under Section 16, or an act or omission on part of the Buyer, the Buyer is entitled to liquidated damages from the date on which delivery should have taken place, as follows:

8.4. The liquidated damages shall be payable at a rate of zero point three (0.3) per cent for each complete week of delay of that part of the agreed price which is properly attributable to the part of the Goods which, due to the delay, cannot be put to its intended use. The liquidated damages shall, however, not under any circumstance exceed five (5) per cent of such part of the agreed price.

Notwithstanding the aforementioned, if required by applicable

Law, liquidated damages payable for delay due to EZE Shoring’ wilful actions or gross negligence, shall be limited to losses typically incurred for the business transaction in question.

8.5. The liquidated damages become due at the Buyer’s written demand, but not before all of the Goods have been delivered or the Agreement is terminated under Section 8.4

8.6. The Buyer loses its right to liquidated damages if it has not lodged a claim in Writing for such damages within one (1) week after the time when delivery should have taken place. If required by applicable law, this limitation is not applied in case of EZE Shoring’ wilful actions or gross negligence.

8.7. If the Buyer is entitled to the maximum amount of liquidated damages under Section 8.3 and if the Goods are still not delivered, the Buyer may in Writing demand delivery within a final reasonable period which shall not be less than two (2) weeks.

8.8. If EZE Shoring does not deliver within such final period and this is not due to any circumstance constituting force majeure under Section 16, or an act or omission on part of the Buyer, then the Buyer may, by notice in Writing to EZE Shoring, terminate the Agreement in respect of that part of the Goods which cannot be put to its intended use.

In case of such termination the Buyer shall also be entitled to compensation for the loss it suffers because of EZE Shoring’ delay, to the extent that the loss exceeds the maximum of liquidated damages to which the Buyer has become entitled under Section 8.3. Such compensation shall not exceed five (5) per cent of that part of the price which is attributable to the part of the Goods in respect of which the Agreement is terminated. Notwithstanding the aforementioned, if required by applicable law, compensation payable for delay due to EZE Shoring’ wilful actions or gross negligence, shall be limited to losses typically incurred for the business transaction in question.

8.9. Liquidated damages under Section 8.3 and termination of the Agreement and limited compensation undersection 8.4 are the only remedies available to the Buyer in case of delay on part of EZE Shoring and EZE Soring shall have no other liability for delays. This applies to any loss or damage the delay may cause, including but not limited to any special, indirect or consequential losses, such as, loss of profits, loss of anticipated profit, loss of sales or turnover, loss of or damage to reputation, loss of contract, loss of customers, loss of use, wasted management or other staff time or other special loss or damage.

 

9. BUYER’S DELAY IN ACCEPTANCE OF DELIVERY

9.1. If the Buyer finds that it shall be unable to accept delivery of the Goods on the agreed date or if delay on its part seems likely, it shall forthwith notify EZE Shoring thereof in Writing, stating the reason for the delay and if possible the time when it shall be able to accept the delivery.

9.2. If the Buyer fails to accept delivery on the agreed date it shall nevertheless make any payment which is dependent on delivery as if the Goods in question had been delivered. EZE Shoring shall arrange storage of the Goods at the Buyer’s risk and expense. EZE Shoring shall also, if the Buyer so requires, insure then Goods at the Buyer’s expense.

9.3. Unless the Buyer’s failure to accept delivery is due to any such circumstance constituting force majeure undersection 16, EZE Shoring may by notice in Writing require the Buyer to accept delivery within a final, reasonable period. If, for any reason for which EZE Shoring not responsible, the Buyer fails to accept delivery within such period, EZE Shoring may by notice in Writing terminate the Agreement in respect of that part of the Goods which is ready for delivery but which has not been delivered due to the Buyer’s fault.

9.4. EZE Shoring shall be entitled to compensation for the loss it has suffered as a consequence of such

Buyer’s fault.

 

10. PRICES

10.1. Subject to 10.3, the price of the Goods shall be EZE Shoring’ valid quoted price. All prices quoted are valid for thirty (30) days only, after which time they may be altered by EZE Shoring without giving notice to the

Buyer.

10.2. Where no price has been quoted or a quoted price is no longer valid, a quotation shall be made by EZE Shoring following an inquiry by the Buyer, or if there is a price for the Goods listed in EZE Shoring’ published price list current at the date of entering into the Agreement, this price shall be used.

10.3. EZE Shoring reserves the right, by notice in Writing to the Buyer at any time before delivery, to increase the price of the Goods to reflect any increase in

EZE Shoring' costs which is due to any factor beyond the control of EZE Shoring (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of taxes or duties, significant increase in the costs of labour, materials, transport or other costs of manufacture), any change in delivery dates, quantities or Specifications which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give EZE Shoring adequate information or instructions.

10.4. Except as otherwise stated under the terms of any quotation or in any price list of EZE Shoring, and unless otherwise agreed in Writing between the Parties, all prices are given by EZE Shoring on an Free Carrier (FCA) basis, and where EZE Shoring agrees to deliver the Goods otherwise than at EZE Shoring’ premises, the Buyer shall be liable to pay EZE Shoring’ charges for transport, packaging and insurance.

10.5. The price of the Goods is exclusive of any applicable value added tax (VAT), bank costs, (shipping) insurance and any other costs, taxes or duties, which shall be paid by the Buyer.

 

11. TERMS OF PAYMENT

11.1. Unless otherwise agreed in Writing, payment term is thirty (30) days net following the date of the invoice, notwithstanding that delivery may not have taken place. Payment shall not be deemed to have been effected before EZE Shoring’ account has been fully and irrevocably credited. No discounts or other deductions are allowed unless otherwise agreed in Writing by EZE Shoring.

11.2. EZE Shoring reserves the right, in order to secure the payment of the price of the Goods, to (at its sole discretion):

(i) Demand advance payment from the Buyer; and/or

(ii) Demand the Buyer to place a security at any time before, during or after delivery.

11.3. If the Buyer fails to pay by the stipulated date, EZE Shoring shall have the right to:

(i) Suspend further deliveries to the Buyer;

(ii) Appropriate any payment made by the Buyer to such of the Goods (or the Goods supplied under any other Agreement between the Buyer and EZE Shoring) as EZE Shoring sees fit;

(iii) Be entitled to interest at an annual interest rate of ten (10) per cent from the day on which payment became due; and/or (IV) Seek fulfilment of payment of Buyer’s debts. If the Buyer has not paid the amount due within two months from the date of the invoice, EZE Shoring shall be entitled to terminate the Agreement by notice in Writing to the Buyer and to claim compensation for the loss it has suffered.

 

12. RETENTION OF TITLE

12.1. The Goods shall remain the property of EZE Shoring until paid for in full to the extent that such retention of property is permitted under applicable law.

The Buyer shall at the request of EZE Shoring assist it in taking any measures necessary to protect and fully implement EZE Shoring’ title to the Goods in the relevant and applicable jurisdiction. The retention of title shall not affect the passing of risk to the Buyer at the moment of delivery of the Goods.

 

13. Confidentiality and Intellectual Property Rights:

13.1. Neither Party shall, without the consent of the other, be entitled to provide any third party with technical or commercial information which any of the Parties has stated or implied to be confidential at the formation of the Agreement or later. This does not apply to the extent that the provision of such information is necessary to enable the Parties to fulfil their obligations under the Agreement.

Each Party is obliged to prevent that such confidential information is disclosed to or used by its directors, employees, consultants, subcontractors and other contractors or others who through that Party have or may obtain access to such information, to a greater extent than permitted by the first paragraph of this Section 13.1.

13.2 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 this Agreement are granted to the other party or to be implied from this Agreement.

13.3 In addition to other unregistered and registered intellectual property rights, EZE Shoring is the registered proprietor of the following registered intellectual property rights: International (PCT) Patent Application No PCT/GB2015/052684; International (PCT) Patent Application No PCT/GB2017/051974; Registered Community Design no. 003818681-0001.

13.4 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 EZE Shoring either party now or in the future.

13.2. The Buyer shall indemnify and hold EZE Shoring harmless against any claims based on infringement of IPR to which EZE Shoring may become liable as a result of Goods manufactured using Specifications, Documentation or Tools that have not been provided by EZE Shoring.

 

14. LIABILITY FOR DEFECTS

14.1. In substitution for all rights which the Buyer would or might have but for the Agreement and subject to Section

14.2, EZE Shoring shall (to the extent permitted by applicable law), at its sole discretion, by repair or replacement, remedy any defect in the Goods resulting from faulty design, materials or workmanship.

14.2. EZE Shoring’ liability is limited to defects which appear within a time period of six (6) months from the date of delivery of the Goods. If the Goods are used more intensely than agreed or what could be foreseen at the formation of the Agreement, this period shall be reduced proportionally.

14.3. EZE Shoring shall be liable for defects in parts of the Goods which have been repaired or replaced for period of one (1) week from the repair or replacement under the terms and conditions which apply to the original

Goods. For the remaining parts of the Goods the period mentioned in Section 14.2 shall be extended only by period equal to the period during which the Goods have been out of operation as a result of the defect.

14.4. The Buyer shall notify EZE Shoring in Writing of a defect without delay after the defect has become apparent, and in no case later than one (1) week after the expiry of the periods defined in Sections 14.2 and 14.3.

The notice shall contain a description of how the defect manifests itself. Notice of a defect shall be given immediately if there is reason to believe that the defect may cause any damage likely to lead to a claim by the Buyer or a third-party. If the Buyer fails to notify EZE Shoring of a defect in Writing within the time limits set forth in this Section 14.4, it shall forfeit its right to make any claim in respect of the defect.

14.5. On receipt of the Written notice according to Section

14.4, EZE Shoring shall remedy the defect without undue delay and at its own cost. Remedy of the defect shall take place at the Buyer’s premises unless EZE Shoring finds it appropriate to have the defective part or the Goods returned to it for repair or replacement at its own premises.

EZE Shoring has fulfilled its obligations in respect of the defect when it delivers a duly repaired or replaced part to the Buyer.

14.6. If the Buyer gives such notice as described in Section

14.4, and no defect is found for which EZE Shoring is liable, EZE Shoring shall be entitled to compensation for the work and costs which it has incurred as a result of the notice.

14.7. The Buyer shall at its own expense arrange for any dismantling and reassembly of equipment other than the

Goods, to the extent this is necessary to remedy the defect.

14.8. All transport in connection with repair or replacement shall, subject to Section 14.9, be at EZE Shoring ‘risk and expense.

14.9. The Buyer shall bear the increase in costs which EZE Shoring incurs for repair, dismantling, installation and transport as a result of the Goods being situated elsewhere than at the destination stated in the Agreement or, if no destination has been stated in the Agreement, at the place of delivery.

14.10. Defective parts which are replaced in accordance with Section 14.1 shall be placed at EZE Shoring’ disposal and shall become its property.

14.11. If EZE Shoring fails to fulfil its obligations undersection 14.5 within a reasonable time, the Buyer may in Writing require it to do so within a reasonable period.

If EZE Shoring fails to fulfil its obligations within a reasonable period, the Buyer may, when agreed upon between the Parties, on its own risk, undertake or employ third party to undertake necessary remedial works at the expense of EZE Shoring.

Where successful remedial works have been undertaken by the Buyer or a third party, reimbursement by EZE Shoring of reasonable costs incurred by the Buyer shall be in full and final settlement of EZE Shoring’ liabilities for the said defect.

14.12. Where the defect has not been successfully remedied as stipulated under Sections 14.5 or 14.11, the Buyer is entitled to a reduction of the purchase price not exceeding ten (10) per cent thereof.

If the defect is considered substantial, the Buyer may instead choose to terminate the Agreement by notice in Writing to EZE Shoring. The Buyer is then entitled to compensation for the loss it has suffered up to a maximum of ten (10) per cent of the purchase price. Notwithstanding the aforementioned, if required by applicable law, compensation payable for defects due to EZE Shoring’ wilful actions or gross negligence, shall be limited to losses typically incurred as a result of the goods being defective.

14.13. EZE Shoring is not liable for defects arising out of any materials provided by, or designs or other features stipulated or specified by the Buyer.

14.14. EZE Shoring is only liable for defects which become apparent under the conditions of operation specified in the Agreement and under proper use of the Goods.

14.15. EZE Shoring shall have no liability for the

Goods not functioning properly when combined with the

Buyer’s products if the Goods have been correctly manufactured in accordance with the Buyer’s Specification.

14.16. EZE Shoring’ liability does not cover defects caused by occurrences after the risk for the Goods has passed to the Buyer. The liability does not e.g. cover defects which are caused by faulty maintenance or incorrect installation from the Buyer’s side, alterations undertaken without EZE Shoring’ consent in Writing, wilful damage, negligence, abnormal working conditions, failure to follow EZE Shoring’ instructions (whether oral or in Writing), misuse or alteration or faulty repairs by the Buyer.

EZE Shoring’ liability does not cover normal wear and tear or deterioration.

14.17. Notwithstanding the provisions of Sections 14.1 –

14.16, EZE Shoring shall have no liability for defects in any parts of the Goods for more than 1 (1) week from the start of the liability period defined in Section 14.2.

14.18. Save as stipulated in Sections 14.1 to 14.17, EZE Shoring shall have no liability for defects.

15. LIABILITY FOR DAMAGE TO PROPERTY

CAUSED BY THE GOODS

15.1. The Buyer shall indemnify and hold EZE Shoring harmless to the extent that EZE Shoring incurs liability towards any third party in respect of any damage for which EZE Shoring is not liable towards the Buyer according to the second and third paragraphs of this Section

15.1. EZE Shoring shall not be liable for loss or damage caused by the Goods:

(i) To any (movable or immovable) property or physical person/s where the damage occurs while the Goods are in the Buyer’s possession, or

(ii) To products manufactured by the Buyer or to products of which the Buyer’s Goods form a part or for loss or damage to any property or physical person/where the damage is caused by these products because of properties in the Goods.

Notwithstanding the aforementioned, if required by applicable law, loss or damage caused by EZE Shoring ‘wilful actions or gross negligence, shall be limited to losses or damages typically incurred for the business transaction in question.

15.2. If a claim for loss or damage is raised by a third party against either Party to the Agreement, the latter shall forthwith notify the other Party thereof.

15.3. EZE Shoring and the Buyer shall be mutually obliged to let themselves be summoned to the appropriate court or arbitral tribunal which examines claims against either of them, where the claim is based on damage alleged to have been caused by the Goods. The liability as between EZE Shoring and the Buyer shall, however, always be settled by arbitration in accordance with Section 18.

 

16. FORCE MAJEURE

16.1. Neither Party shall be deemed to be in breach of the Agreement as a result of, or be liable to the other for, any failure, omission or delay in its performance in whole or in part of any of its obligations under the Agreement to the extent that such failure, omission or delay arises or results from any cause beyond the reasonable control of a Party, including but not limited to:

(i) compliance, voluntary or involuntary, with a direction or request of any international, national, governmental, port, transportation, local government, judicial or other competent authority or person purporting to act with such authority;

(ii) Strike or other labour difficulty from whatever cause arising, even though it could be settled by acceding to the demands of a labour group;

(iii) Natural calamity, fire, explosion;

(iv) Wars, hostilities declared or undeclared, embargo, blockage, civil unrest, riots, terrorism and any consequence thereof;

(v) Perils of the sea, storms, floods, hazardous weather or other Acts of God;

(vi) Hindrances to transportation or delivery, loss of tanker tonnage whether or not by requisition or wreckage of equipment;

(vii) Curtailment, failure or cessation of supplies from any sources, whether or not for delivery under the Agreement.

16.2. Prompt written notice of any event of force majeure and, so far as possible, its extent and estimated duration, as well as of its suspension in full or in part, shall be given in Writing by the Party so affected.

If grounds for relief prevent the Buyer from fulfilling its obligations, it shall compensate EZE Shoring for expenses incurred in securing and protecting the Goods.

16.3. Notwithstanding other provisions of these Standard Terms, either Party shall be entitled to terminate the Agreement by notice in Writing to the other Party if performance of the Agreement is delayed more than one (1) week by reason of any grounds for relief as described in Section 16.1.

 

17. INSOLVENCY OF BUYER

In case the Buyer makes any voluntary arrangements with its creditors or becomes bankrupt or becomes subject to an administration order or goes into liquidation; or in case an encumbrancer takes possession or a receiver is appointed, of any of the property or assets of the Buyer; or in case the Buyer ceases, or threatens to cease, to carry on business; or in case EZE Shoring reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly, then EZE Shoring shall, to the extent permitted by applicable law, be entitled to cancel the Agreement or suspend further deliveries under the Agreement, and if the Goods have been delivered but not paid for, the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

 

18. DISPUTE RESOLUTION AND APPLICABLE LAW

Any dispute, controversy or claim arising out of or relating to these Standard Terms or the Agreement or the transactions contemplated thereby, or the breach, termination or validity thereof shall be finally settled by arbitration in accordance with the United Kingdom Law.

 

19. GENERAL

19.1. EZE Shoring makes no representation or warranty, whether express or implied, regarding the fitness of the Goods for any particular purpose.

19.2. The Agreement shall not constitute a sale by description or sample.

19.3. Save as otherwise stated in these Standard Terms there shall be no liability for EZE Shoring towards the Buyer for any special, indirect or consequential loss or damage, such as loss of profits, loss of anticipated profit, loss of sales or turnover, loss of or damage to reputation, loss of contract, loss of customers, loss of use, wasted management or other staff time or for any other consequential or indirect loss or damage whatsoever. Save as otherwise stated in these Standard Terms, EZE Shoring ‘aggregate maximum liability towards the Buyer or any third party under the Agreement shall not under any circumstances exceed the purchase price of the Goods.

19.4. Neither Party shall assign or transfer any of its rights or obligations under these Standard Terms or the Agreement either in whole or in part without the prior written consent of the other Party, such consent not to be unreasonably withheld. No assignment is deemed to take place in case the controlling interest of a Party is changed.

19.5. If any part of these Standard Terms or the Agreement is held by a competent authority to be invalid or unenforceable, such determination shall not invalidate any other provision of these Standard Terms or the Agreement.

However, the Parties shall attempt, through negotiations in good faith, to replace any part of these Standard Terms or the Agreement so held to be invalid or unenforceable.

The failure of the Parties to reach an agreement on a replacement provision shall not affect the validity of the remaining provisions of these Standard Terms or the Agreement.

19.6. Failure by any Party at any time or times to require performance of any provisions of these Standard Terms or the Agreement shall in no manner affect its right to enforce the same, and the waiver by any Party of any breach of any provision of these Standard Terms or the Agreement shall not be construed to be a waiver by such Party of any subsequent breach of such provision or waiver by such

Party of any breach of any other provision of these Standard

Terms or the Agreement.

19.7. These Standard Terms shall supersede any earlier standard terms, agreements and understandings between the Parties. Should there be a discrepancy between these

Standard Terms and the Agreement, the Agreement shall prevail to the extent the Agreement clearly states that these

Standard Terms shall be deviated from.