Terms & Conditions for Business Customers

TERMS & CONDITIONS FOR THE SUPPLY OF GOODS (OFFLINE & VIA

WEBSITE)

1. Interpretation

1.1 Definitions

In these Conditions, the following definitions apply:

"Business Day" means a day (other than a Saturday, Sunday or public holiday)

when banks in London are open for business;

"Conditions" means the terms and conditions set out in this document, as amended

from time to time in accordance with clause 12.3;

"Contract" means the contract between the Supplier and the Customer for the sale

and purchase of the Goods in accordance with these Conditions and the Order;

"Customer" means the person or firm who purchases the Goods from the Supplier;

“Delivery Location” means the location set out in the Order or as inputted by the

Customer when the placed an order Online, or such other location as the parties may

agree from time to time;

"Force Majeure Event" means any event, circumstance or cause beyond a party's

reasonable control, including, without limitation: acts of God, flood, drought,

earthquake or other natural disaster; epidemic or pandemic; COVID-19; terrorist

attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed

conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;

nuclear, chemical or biological contamination or sonic boom; any law or any action

taken by a government or public authority, including without limitation imposing an

export or import restriction, quota or prohibition, or failing to grant a necessary

licence or consent; collapse of buildings, fire, explosion or accident; any labour or

trade dispute, strikes, industrial action or lockouts; non-performance by suppliers or

subcontractors; and interruption or failure of utility service.

"Goods" means the goods (or any part of them) set out in the Order;

“Non-TD Goods” means the Goods that are manufactured by a third party (i.e. not

the Supplier);

"Order" means the Customer's order for the Goods, as set out in the Customer's

written or verbal acceptance of the Supplier's quotation, or that is placed via the

Website;

"Supplier" means Taylor-Davis Limited, a private company limited by shares and

incorporated in England and Wales with company number 00978584; and

““TD Goods” means the Goods that are manufactured by the Supplier.

“Website” means https://gtonline-shop.com/.

1.2 Interpretation

(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

and permitted assigns.

amended or re-enacted. A reference to a statute or statutory provision

includes all subordinate legislation made under that statute or statutory

provision.

(d) Any words following the terms including, include, in particular, for example

or any similar expression shall be construed as illustrative and shall not

limit the sense of the words, description, definition, phrase or term

preceding those terms.

(e) A reference to writing or written includes fax and email.

2. Basis of Contract

2.1 These Conditions 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.

Orders not placed on the Supplier’s Website.

2.2 The Order constitutes an offer by the Customer to purchase the Goods in

accordance with these Conditions. The Customer is responsible for ensuring

that the terms of the Order are complete and accurate.

2.3 The Order shall only be deemed accepted when the Supplier acknowledges

acceptance of the Order either orally or in writing, at which point the Contract

shall come into existence.

2.4 The Customer acknowledges that it has not relied on any statement, promise,

representation, assurance or warranty made or given by or on behalf of the

Supplier which is not set out in the Contract.

2.5 Any samples, drawings, descriptive matter, or advertising produced by the

Supplier and any descriptions or illustrations contained in the Supplier's

website, catalogues or brochures are produced for the sole purpose of giving

an approximate idea of the Goods described in them. They shall not form part

of the Contract or have any contractual force.

2.6 A quotation for the Goods given by the Supplier shall not constitute an offer. A

quotation shall only be valid for a period of 30 days from its date of issue.

Orders placed via the Website

2.7 Where the Customer places an order for Goods via the Website, the Customer

shall submit such order using the on-screen prompts provided on the Website.

The Customer is responsible for ensuring that all details entered as part of the

online order process are complete and accurate, and the Customer must check

and amend any errors before submitting the order. By submitting an online

order, the Customer confirms that the order is complete, accurate and reflects

the Customer’s requirements.

2.8 Any automated or manual email sent by the Supplier acknowledging receipt

of an Order (including any confirmation that the Order has been received or

logged) shall not constitute acceptance of the Order. An Order shall only be

deemed accepted, and the Contract formed, when:

(a) the Supplier has received payment for the Goods in full and in cleared

funds; and

(b) the Supplier sends an explicit order acceptance email confirming that

the Order has been accepted.

No Contract shall come into existence until both conditions in this clause 2.8

have been satisfied.

2.9 All online Orders are subject to stock availability and receipt of payment in full

and in cleared funds. If, for any reason, the Supplier is unable to supply the

Goods ordered, the Supplier shall notify the Customer as soon as reasonably

practicable. In such circumstances, the Supplier will not process the Order

further and will refund to the Customer, as soon as reasonably practicable, all

sums paid in respect of that Order, including any delivery charges.

2.10 The Supplier’s inability to supply the Goods as referred to in clause 2.9 shall

not constitute a breach of the Contract where such non-availability arises from

events outside the Supplier’s reasonable control, including but not limited to

production delays, supply chain failures, or manufacturer shortages.

3. Goods

3.1 The Goods are described in the Supplier's Website, catalogues or brochures.

All weights, dimensions and sizes shown on the Website, catalogues or

brochures are guides only and are approximate. Images of the Goods are for

illustrative purposes only. Although the Supplier has made every effort to

display colours accurately, the Supplier cannot guarantee that a device’s

display of the colours accurately reflects the colour of the Goods. The

packaging of the Goods may vary from that shown in images on the Website,

catalogues or brochures.

3.2 The Supplier reserves the right to amend the specification of the Goods if

required by any applicable statutory or regulatory requirements or in line with

any manufacturer's amendments. In respect of Non-TD Goods, the Supplier is

not responsible for manufacturer-driven specification changes.

3.3 The Supplier may, at the request of the Customer, provide technical written or

oral advice to the Customer regarding use of the Goods, provided that such

advice is given at the Customer's sole risk and the Supplier shall not be liable

for any loss, damage or claim arising therefrom.

3.4 The Supplier reserves the right to correct any obvious errors in the description

or pricing of the Goods displayed on the Website, in a catalogue or a brochure.

If an error is identified after the Customer has placed an Order, the Supplier

may notify the Customer of the error, cancel the Order, and refund in full all

sums paid by the Customer in respect of that Order. In such circumstances, no

Contract shall be deemed to have been formed, and the Supplier’s liability shall

be strictly limited to the refund of the price paid for the Goods (including any

delivery charges), and the Supplier shall have no further liability to the

Customer arising from or in connection with the cancellation of the Order.

4. Delivery & Carriage

4.1 Delivery of the Goods shall be completed on the Goods' arrival at the Delivery

Location. Any dates quoted for delivery are approximate only, and the time of

delivery is not of the essence of the Contract.

4.2 If the Customer fails to take delivery of the Goods within 10 days after the

Supplier notifies the Customer that the Goods are ready for delivery, then,

without limiting any other right or remedy available to the Supplier:

(a) the Supplier may resell part or all of the Goods; and

(b) after deducting reasonable storage and selling costs, the Supplier

shall account to the Customer for any excess over the price of the

Goods or shall charge the Customer for any shortfall below the price

of the Goods.

This clause 4.2 operates in addition to, and not in substitution for, the

Supplier’s rights under clause 6 (Title & Risk) in circumstances where the

Customer fails to take delivery or becomes subject to any of the events listed

in clause 9.2.

4.3 The Supplier shall not be liable for any delay in delivery of the Goods that is

caused by a Force Majeure Event or the Customer's failure to provide the

Supplier with adequate delivery instructions or any other instructions that are

relevant to the supply of the Goods.

4.4 If the Supplier fails to deliver the Goods, its liability shall be limited to the cost

of the Goods. The Supplier shall have no liability for any failure to deliver the

Goods to the extent that such failure is caused by a Force Majeure Event or

the Customer’s failure to provide the Supplier with adequate delivery

instructions or any other instructions that are relevant to the supply of the

Goods.

4.5 If the Goods were damaged prior to arrival at the Delivery Location, the

Customer must notify the Supplier in writing within three Business Days of the

delivery.

4.6 If the Supplier delivers up to and including 5% more or less than the quantity of

Goods ordered the Customer may not reject them, but on receipt of notice from

the Customer that the wrong quantity of Goods was delivered, a pro rata

adjustment shall be made to the Order invoice. This tolerance applies equally

to orders placed via the Website and to orders placed by any other method.

4.7 The Supplier may deliver the Goods in instalments. Each instalment shall

constitute a separate contract and shall be invoiced and paid for separately.

Any delay in delivery of, or defect in, an instalment shall not entitle the

Customer to reject any other instalment, to cancel the Contract as a whole, or

to withhold payment for any other instalment.

4.8 International delivery:

(a) The Goods are intended to comply with the laws, regulations and

standards applicable in the United Kingdom only, unless the Supplier

expressly states otherwise in writing;

(b) The Customer is responsible for ensuring that the Goods comply with

all applicable laws, standards, import requirements and regulations of

the country to which the Goods are destined. The Customer must

check any relevant destination-country standards, certifications or

restrictions before placing an Order;

which are levied when the delivery reaches the destination country.

The Supplier has no control over these charges, cannot predict their

amount, and shall not be responsible for their payment. The Customer

shall be responsible for payment of all such duties, taxes and charges;

(d) The Supplier accepts no liability for any breach by the Customer of any

laws, regulations or standards applicable in the destination country,

nor for any refusal by authorities to permit import of the Goods; and

(e) Delivery times for international shipments may vary, and the Customer

acknowledges that delivery-time estimates do not account for customs

delays or inspections, which are outside the Supplier’s control.

5. Warranty & Claims

5.1 In respect of Non-TD Goods, the Supplier does not provide any warranty of its

own. The only warranty applicable to the Non-TD Goods is the manufacturer’s

warranty (if any), and the Supplier’s sole obligation is to use reasonable

endeavours to pass on the benefit of such manufacturer's warranty to the

Customer.

5.2 The Supplier shall have no liability for handling, processing, administering, or

pursuing any warranty claim in respect of Non-TD Goods. Any such claims shall

be made by the Customer directly to the manufacturer, and the Customer

acknowledges that the Supplier shall not be responsible for any refusal by the

manufacturer to honour a warranty.

5.3 The warranty set out in clause 5.4 shall apply only to TD Goods and shall not

apply to Non-TD Goods under any circumstance.

5.4 The Supplier warrants that on delivery, that the TD Goods shall, on delivery

and for a period of 12 months from delivery:

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

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

5.5 Subject to clause 5.7, if:

(a) the Customer gives notice in writing to the Supplier during the warranty

period within a reasonable time of discovery that some or all of the TD

Goods do not comply with the warranty set out in clause 5.1;

(b) the Supplier is given a reasonable opportunity of examining such TD

Goods; and

returns such TD Goods to the Supplier's place of business at the

Customer's cost,

the Supplier shall, at its option, repair or replace the defective TD Goods, or

refund the price of the defective TD Goods in full.

5.6 Prior to any return of the TD Goods, the Customer must obtain authorisation

from the Supplier via email or telephone.

5.7 The Supplier shall not be liable for the TD Goods' failure to comply with the

warranty set out in clause 5.4 in any of the following circumstances:

(a) the Customer makes any further use of such TD Goods after giving notice

in accordance with clause 5.5;

(b) the defect arises because the Customer failed to follow the Supplier's oral

or written instructions as to the storage, commissioning, installation, use

and maintenance of the TD Goods or (if there are none) good trade

practice regarding the same;

of the Supplier;

(d) the defect arises as a result of the Supplier following any drawing, design

or specification supplied by the Customer;

(e) the defect arises as a result of fair wear and tear, wilful damage,

negligence, or abnormal storage or working conditions; or

(f) the TD Goods differ from their description as a result of changes made to

ensure they comply with applicable statutory or regulatory requirements.

5.8 Except as provided in this clause 5, the Supplier shall have no liability to the

Customer in respect of the TD Goods' failure to comply with the warranty set

out in clause 5.4.

5.9 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.

5.10 These Conditions shall apply to any repaired or replacement TD Goods

supplied by the Supplier.

6. Title & Risk

6.1 The risk in the Goods shall pass to the Customer upon completion of delivery.

6.2 Title to the Goods shall not pass to the Customer until the Supplier receives

payment in full (in cash or cleared funds) for the Goods and any other goods

that the Supplier has supplied to the Customer in respect of which payment has

become due, in which case title to the Goods shall pass at the time of payment

of all such sums.

6.3 Until title to the Goods has passed to the Customer, the Customer shall:

(a) store the Goods separately from all other goods held by the Customer so

that they remain readily identifiable as the Supplier's property;

(b) not remove, deface or obscure any identifying mark or packagingon or

relating to the Goods;

against all risks for their full price from the date of delivery;

(d) notify the Supplier immediately if it becomes subject to any of the events

listed in clause 9.2; and

(e) give the Supplier such information relating to the Goods as the Supplier

may require from time to time.

6.4 Subject to clause 6.5, the Customer may resell or use the Goods in the ordinary

course of its business (but not otherwise) before the Supplier receives payment

for the Goods. However, if the Customer resells the Goods before that time:

(a) it does so as principal and not as the Supplier’s agent; and

(b) title to the Goods shall pass from the Supplier to the Customer

immediately before the time at which resale by the Customer occurs.

6.5 If before title to the Goods passes to the Customer, the Customer becomes

subject to any of the events listed in clause 8.2, then, without limiting any other

right or remedy the Supplier may have:

(a) the Customer's right to resell the Goods or use them in the ordinary

course of its business ceases immediately; and

(b) the Supplier may at any time:

(i) require the Customer to deliver up all Goods 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 Goods are stored in order

to recover them.

7. Price & Payment

7.1 The price of the Goods shall be the price set out in the Order, or for Orders

placed online, the price of the Goods shall be as quoted on the Website. In the

event that there are any errors regarding the price of the Goods, clause 3.4

shall apply.

7.2 The Supplier may, at any time before delivery, increase the price of the Goods

to reflect any increase in the cost of the Goods that is due to:

(a) any factor beyond the Supplier'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 Goods ordered, or the specification thereof; or

Customer to give the Supplier adequate or accurate information or

instructions.

7.3 The price of the Goods:

(a) unless the Order states otherwise, includes the costs and charges of

packaging, insurance and transport of the Goods, which shall be invoiced

to the Customer; and

(b) excludes amounts in respect of value added tax ("VAT"), which the

Customer shall additionally be liable to pay to the Supplier at the prevailing

rate, subject to the receipt of a valid VAT invoice.

7.4 Payment for the Goods must be in advance (i.e. on placing the Order), in full

and in cleared funds, of the delivery to the bank account nominated by the

Supplier or via credit or debit card. In the case of a Customer with a credit

account, payment shall be in accordance with the credit terms agreement

between the parties. Time for payment shall be of the essence of the Contract.

7.5 For Orders placed via the GTonline-shop.com Website, payment must be

made by debit or credit card. The Supplier accepts Visa, Mastercard and

Maestro (and any other card types as notified on the Website from time to time).

No other payment methods are accepted for Website Orders.

7.6 The Supplier may take payment at the point the Order is submitted; however,

the Customer acknowledges and agrees that the Supplier may alternatively

charge the Customer’s card at the point of dispatch of the Goods. For the

avoidance of doubt, the timing of the card charge does not affect the

acceptance mechanism set out in clause 2.8, and the Contract shall only come

into existence when:

(a) payment has been received in full and in cleared funds; and

(b) the Supplier has sent an explicit order acceptance email.

7.7 The Supplier reserves the right to claim interest, compensation and reasonable

costs under the Late Payment of Commercial Debts (Interest) Act 1998 (“the

Act”) and it is agreed that the term implied by that Act shall apply after any

judgment as well as before. If for any reason the Act does not apply interest

shall be payable on overdue amounts at 8% over the Bank of England Base

Rate from time to time, but at 8% a year for any period when the base rate is

below 0%.

7.8 The provisions of clause 7.7 continue to apply in full to Customers purchasing

off-line or under credit account arrangements. For Orders placed via the

Website and paid by debit or credit card in accordance with these Conditions,

interest, late-payment charges or compensation under the Act will not ordinarily

apply, unless any further sums become payable following the initial card

payment (for example, charges relating to storage, re-delivery, or return fees)

and remain unpaid after the due date.

7.9 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). The Supplier may at any time, without limiting any

other rights or remedies it may have, set-off any amount owing to it by the

Customer against any amount payable by the Supplier to the Customer.

8. Cancellation and returns

8.1 The Customer may, with the Supplier’s prior written consent, return Non-TD

Goods for credit or refund, provided that:

(a) the Non-TD Goods are, in the Supplier’s opinion, unused, in new

condition, and in their original packaging; and

(b) the Non-TD Goods remain within any manufacturer warranty period.

8.2 All authorised returns of Non-TD Goods shall be subject to a restocking charge

equal to 20% of the price paid for those Non-TD Goods.

8.3 The Customer shall be responsible for all costs of returning Non-TD Goods,

including transport, insurance, and risk of loss or damage while in transit.

8.4 Goods made to the Customer’s specification, or which are customised,

modified, adapted or otherwise altered at the Customer’s request, cannot be

cancelled or returned under any circumstances and must be paid for in full. This

does not affect the Customer’s rights in respect of defective TD Goods under

clause 5.

8.5 No Goodsmay be returned without the Supplier’s prior written authorisation.

Any unauthorised returns will be refused and returned to the Customer at the

Customer’s expense. The Customer must follow all return instructions issued

by the Supplier, including the use of any returns reference number.

9. Termination & Suspension

9.1 If the Customer becomes subject to any of the events listed in clause 9.2,

without limiting its other rights or remedies, the Supplier may terminate the

Contract with immediate effect by giving written notice to the Customer.

9.2 For the purposes of clause 9.1, the relevant events are:

(a) the Customer fails to pay any amount due under the Contract on the due

date for payment and remains in default not less than 14 days after being

notified to make such payment;

(b) the Customer commits a material breach of any term of the Contract and

(if such breach is remediable) fails to remedy that breach within 14 days of

that party being notified in writing to do so;

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 a sole trader) 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) a petition is filed, a notice is given, a resolution is passed, or an order is

made, for or in connection with the winding up of the other party (being a

company, limited liability partnership or partnership);

(e) an application is made to court, or an order is made, for the appointment

of an administrator, or a notice of intention to appoint an administrator is

given or an administrator is appointed, over the Customer (being a

Company);

(f) the Customer's financial position deteriorates to such an extent that in the

Supplier's opinion the Customer's capability to adequately fulfil its

obligations under the Contract has been placed in jeopardy; and

(g) (being a sole trader) 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.

9.3 If the Customer becomes subject to any of the events listed in clause 9.2(a) to

clause 9.2(g) or the Supplier reasonably believes that the Customer is about

to become subject to any of them, then the Supplier may, without limiting its

other rights or remedies:

(a) the Supplier may suspend provision of the Goods under the Contract or

any other contract between the Customer and the Supplier;

(b) terminate the Contract or any other contract between the Customer and

the Supplier with immediate effect by giving written notice to the Customer;

and/or

undelivered Goods.

9.4 On termination of the Contract for any reason the Customer indemnifies the

Supplier in respect of all costs and expenses (including, but not limited to, any

legal costs or disbursements) incurred for or on behalf of the Supplier in

enforcing its rights under and clause 7.9 and this clause 9.

9.5 On termination of the Contract for any reason the Customer shall immediately

pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest

and, in respect of Goods supplied but for which no invoice has been submitted,

the supplier shall submit an invoice, which shall be payable by the Customer

immediately on receipt.

9.6 Termination or expiry of the Contract, however arising, shall not affect any of

the parties' rights, remedies, obligations and liabilities that have accrued as at

termination.

9.7 Clauses which expressly or by implication survive termination or expiry of the

Contract shall continue in full force and effect.

10. Limitation of Liability

10.1 The restrictions on liability in this clause 10 apply to every liability arising under

or in connection with the Contract including liability in contract, tort (including

negligence), misrepresentation, restitution or otherwise.

10.2 In respect of Non-TD Goods, the Supplier’s liability is limited as described in

clause 5, and the exclusions in that clause apply in addition to the limitations in

this clause 10.

10.3 Nothing in the Contract limits any liability which cannot legally be limited,

including 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;

(d) defective products under the Consumer Protection Act 1987; or

(e) any matter in respect of which it would be unlawful for the Supplier to

exclude or restrict liability.

10.4 Subject to clause 10.3:

(a) the Supplier shall under no circumstances whatever be liable to the

Customer, whether in contract, tort (including negligence) for: loss of profit;

loss of sales or business; loss of agreements or contracts; loss of

anticipated savings; loss of or damage to goodwill; loss of use or corruption

of software, data or information; and indirect or consequential loss arising

under or in connection with the Contract; and

(b) the Supplier'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, or otherwise, shall in no

circumstances exceed the price of the Goods ordered to which the claim

relates.

11. Force majeure

Neither party shall be in breach of this Contract nor liable for delay in

performing, or failure to perform, any of its obligations under this Contract if

such delay or failure result from a Force Majeure Event. If the period of delay

or non-performance continues for four weeks, the party not affected may

terminate this Contract by giving 14 days written notice to the affected party.

12. General

12.1 Assignment and other dealings.

(a) The Supplier may at any time assign, transfer, mortgage, charge,

subcontract or deal in any other manner with all or any of its rights or

obligations under 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 the

Supplier.

12.2 Entire agreement.

(a) This Contract constitutes the entire agreement between the parties and

supersedes and extinguishes all previous agreements, promises,

assurances, warranties, representations and understandings between

them, whether written or oral, relating to its subject matter.

(b) Each party agrees that it shall have no remedies in respect of any

statement, representation, assurance or warranty (whether made

innocently or negligently) that is not set out in the Contract. Each party

agrees that it shall have no claim for innocent or negligent

misrepresentation or negligent misstatement based on any statement in

the Contract.

12.3 Variation. No variation of this Contract shall be effective unless it is in writing

and signed by the parties (or their authorised representatives).

12.4 Waiver. 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.

12.5 Severance. 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

12.5 shall not affect the validity and enforceability of the rest of the Contract.

12.6 Notices.

(a) 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 12.6, and shall be delivered

personally, sent by pre-paid first class post or other next working day

delivery service, commercial courier, or email (to the Customer’s email

address or to sales@gtonlineshop.com in the case of the Supplier).

(b) A notice or other communication shall be deemed to have been received:

if delivered personally, when left at the address referred to in clause

12.6(a); if sent by pre-paid first class post or other next working day

delivery service, at 9.00 am on the second Business Day after posting; if

delivered by commercial courier, on the date and at the time that the

courier's delivery receipt is signed; or, if sent by email, one Business Day

after transmission.

proceedings or other documents in any legal action.

12.7 Third party rights. No one other than a party to this Contract shall have any

right to enforce any of its terms.

12.8 Governing law. The Contract, and any dispute or claim (including noncontractual

disputes or claims) arising out of or in connection with it or its

subject matter or formation, shall be governed by and construed in accordance

with the law of England and Wales.

12.9 Jurisdiction. Each party irrevocably agrees that the courts of England and

Wales shall have exclusive jurisdiction to settle any dispute or claim (including

non-contractual disputes or claims) arising out of or in connection with this

Contract or its subject matter or formation.