General Terms and Conditions of Delivery and Payment for Goods

Last updated February 2024.
These Conditions set out the terms under which the Supplier sells the Goods to customers. Please read these Conditions carefully and ensure that you understand them before ordering any Goods. If you do not agree to comply with and be bound by these Conditions, you will not be able to order Goods.  

1.    General provisions, area of applicability
1.1    These Conditions set out the terms under which the Supplier will provide services, Goods and materials to the Customer (as such terms are defined below). These Conditions will be supplemented from time to time by Order Confirmation Forms setting out specific details relating to Goods requested by the Customer and, as so supplemented, will apply to the exclusion of any other terms and conditions including any which the Customer may attempt to introduce.  These Conditions do not apply to individual consumers purchasing Goods for personal use (that is, not in connection with, or for use in, their trade, business, craft, or profession). It is important that the Customer understands that as a business customer, there is no entitlement to the protections granted to consumers under consumer legislation.

1.2    These Conditions apply exclusively. General terms and conditions of business of the Customer which are contrary to or deviate from these terms of delivery shall not be recognised unless the Supplier has agreed in writing to the general terms and conditions of business in individual cases. These Conditions shall also apply in the event that the Supplier takes on or fulfils orders when it is aware of general terms and conditions of business of the Customer which are contrary to or deviate from these terms of delivery.
1.3    These Conditions shall also apply to all future purchase orders until new terms of delivery become valid.
1.4    Definitions.
In these Conditions, the following expressions will have the following meanings, unless inconsistent with the context:
“Business Day” means a day other than a Saturday, Sunday or public holiday in England.
“Business Hours” means 08.30 until 17.00 on Business Days but 08.30 until 14.00 on Fridays, but are subject to change entirely at the discretion of the Supplier.
“Conditions” these conditions to be read in conjunction with the Quotation(s). 
“Contract” means the contract between the Supplier and the Customer for the supply of Goods formed by these Conditions and Quotation(s).
“Customer” means any company or firm from whom the Supplier has received an order which the Supplier has accepted.
“Delivery Date” means the date specified by the Supplier when the Goods are to be delivered, or ready for collection, depending upon the terms  and conditions agreed between the Supplier and the Customer.
“Goods” means the services, goods, and materials which the Customer agrees to buy from the Supplier.
“Mould” the production tooling necessary for production of the Goods. 
“Order Confirmation” means the acknowledgement of the Quotation provided by the Supplier to the Customer whether written or oral.
“Price” means the price for the Goods excluding carriage, packing,  insurance, import and export duties and VAT (at the prevailing rate). 
“Quotation” the written or oral quotation or Order Confirmation form(s) submitted by the Supplier to the Customer for the supply of Goods in response to the Customer’s order or request.
“Supplier” means rose plastic UK Ltd, a company registered in England and Wales under company number 2682865 whose registered office is at the Hart Shaw Building, Europa Link, Sheffield Business Park, Sheffield, South Yorkshire S9 1XU.

2.    Conclusion of the Contract
2.1    Supply contracts, purchase orders and supply requests as well as amendments and supplements thereto must always be made in writing; supply requests can also be issued by remote data transmission if there is an appropriate written agreement.
2.2    Purchase orders become binding only after the Supplier has confirmed the purchase order by issuing an Order Confirmation.

3.    Subject of the Contract
3.1    The Supplier shall supply the Customer with the contractually agreed Goods during the term of the Contract.
3.2    In the case of parts, the Supplier shall be the exclusive contractual partner of the Customer for the purpose of manufacturing and supplying the contractual products.
3.3    The Supplier shall undertake to manufacture and supply the Goods at its own production sites in Germany and abroad and/or at the premises of qualified subcontractors/third parties.
3.4    Any Goods that have been produced in accordance with the Customer’s own specifications and requirements, i.e. coloured Goods, foam inserts, Goods made of non-standard materials, or Goods that have been printed or branded items, are non-returnable, subject to clause 10.
3.5    In the event that the Customer places an order with incorrect quantities of Goods, the Supplier is under no obligation to accept the return of any Goods that are surplus to requirement. 
3.6    The prerequisite for the manufacturing of Moulds shall be that the series production of the parts is additionally awarded to the Supplier; exceptions must be agreed in individual agreements.

4.    Delivery and duty to accept completed work
4.1    Delivery schedules commence with the receipt of all documentation necessary to perform the order, downpayment and the timely provision of materials, if such were agreed. The delivery deadline is considered fulfilled on notification that the order is ready for shipment or finished even if the delivery is delayed or has become impossible at no fault of the Supplier.
4.2    If an agreed delivery deadline is not kept due to the fault of the Supplier but not due to gross negligence or intent on the part of the Supplier, the Customer is entitled to rescind the Contract after an appropriate extension agreed by the Customer and the Supplier, excluding further claims by the Customer. The Contract cannot be rescinded if the delay is due to acceptance delays by the Customer.
4.3    Adequate part delivery as well as reasonable variations in purchase order quantities up to plus/minus 10% shall be deemed acceptable.
4.4    If the Customer does not fulfil its duty to accept the Goods, the Supplier is not bound by any regulation regarding re-sale and may freely dispose of any items of delivery after prior notification of the Customer, regardless of any other rights or regulations governing disposal sales.

5.    Quantity contract and forecasts of requirements for recurring deliveries (series deliveries)
5.1    The Supplier and Customer shall agree, on an annual basis, a quantity contract providing a binding minimum acceptance quantity for the coming 12 months for the supply of the Goods. The Customer shall undertake, within two months of the end of the respective year of the Contract at the latest, to accept and pay for at least the quantities specified therein.
5.2    The Customer shall plan its requirements by producing a revolving forecast of requirements which covers a period of 12 months in each case. The forecast of requirements shall be updated monthly and contain the following:
(a)    the anticipated annual quantity required;
(b)    the anticipated quantity required for the coming six months; and
(c)    the legally binding quantity required for the following three months.
Specification of the quantity requirement for the following six months shall be considered a release for respective material planning.
5.3    The Supplier shall keep production capacities available only in accordance with the forecast of requirements that is submitted. In the event that required quantities are not submitted, are not submitted in the correct form or are not submitted within the period stipulated, the Supplier shall not be responsible for any damages arising from this. This provision shall apply in particular to any damages arising due to a lack of production capacity.

6.    Prices, delivery and payment
6.1    The Supplier’s standard UK stock Goods have a restock charge of 25% of the Goods value,  subject to Supplier approval and at its sole discretion.
6.2    All Quotations are subject to change, provided they are not explicitly marked as binding.
6.3    All Prices are listed exclusive of VAT at the prevailing rate and, unless otherwise agreed, exclude transport charges, customs, import duties and packaging.
6.4    The Supplier reserves the right to modify its Prices accordingly if, after this Contract is formed, costs increase or decrease, in particular due to collective agreements and/or changes to the following factors, which determine the calculated sales price: material price, component weight, energy costs and/or machine cycle times. The Supplier shall provide proof of these changes to the Customer on request.
6.5    The Supplier is not bound to previous Prices in subsequent purchase orders.
6.6    Payment for Goods shall be made in the currency specified on the invoice within 30 days of the date of the invoice. Any discount applied presupposes the due settlement of all undisputed outstanding previous accounts.
6.7    Payment for Goods shall be due as follows:
(a)    The first order placed shall be based on pre-payment in full before the Goods are ordered or produced by the Supplier; and
(b)    After the first order, the Customer may have the option for applying to the Supplier foe a credit account which, if approved, will be strictly governed by a 30 day payment term from the date of the invoice. Approval for a credit account is contingent upon successful reference and financial credit checks conducted by the Supplier. The Customer acknowledges that the availability and terms of a credit account are subject to the Supplier’s discretion and credit assessment procedures. 
6.8    The Supplier reserves the right to charge interest under the Late Payment of Commercial Debts (Interest) Act 1998 on invoiced amounts unpaid by the due date at the rate of 8% per annum above the base rate from time to time of the Bank of England from the due date until the date of payment.
6.9    Sustained non-compliance with payment terms or circumstances which raise serious doubts as to the creditworthiness of the Customer shall result in claims for all payments becoming due immediately. In this case, the Supplier is also entitled to demand pre-payment for all outstanding deliveries and to cancel the Contract if an appropriate deadline extension has not been met.

7.    Packing, despatch, risk transfer and acceptance delays
7.1    Unless otherwise agreed, the Supplier shall choose the packaging, mode of transport and transport route.
7.2    The Supplier shall only be obliged to properly and timely deliver the Goods to the carrier and shall not be responsible for any delays caused by the carrier. Any transit time (i.e. the time between the delivery by the Supplier to the carrier and the delivery to the Customer) specified by the Supplier shall therefore only be non-binding. The Supplier shall insure the Goods against the usual risks of transportation at the Customer’s cost and expense, unless agreed otherwise.
7.3    Delivery shall be deemed complete once the Goods have been delivered to the address the Customer specifies.
7.4    Risk in the Goods shall pass to the Customer upon delivery of the Goods. 
7.5    If the Goods cannot be delivered on the Delivery Date, the following will apply:
(a)    If there is no person available at the delivery address to receive the Goods, the Supplier will contact the Customer to rearrange delivery; and
(b)    If the Customer does not rearrange delivery within 5 Business Days, the Supplier will contact the Customer to query how it wishes to proceed. If the Supplier cannot contact the Customer or arrange redelivery, the Supplier will treat the Contract as cancelled and recover the Goods. The Customer will not be entitled to a refund of any sums paid to the Supplier in respect of that order. The Supplier may also bill the Customer for any reasonable additional cost that the Supplier incurs in recovering the Goods.
7.6    In the event that there are any shortfalls or other discrepancies with the Goods delivered, the Customer must notify the Supplier in writing within 7 days of receipt of the Goods .

8.    Transfer of title and retention of title
8.1    The Supplier shall retain title to all of the Goods, machines, equipment and parts it supplies until payment has been received in full; in this respect, all delivery consignments shall be considered to be one joint delivery transaction. If a debt is still outstanding, the retained title shall be considered a security against the balance of the debt.
8.2    If the Customer fails to pay any sums due by the due date, the Supplier is entitled to request handover of the Goods delivered under reservation of title without this constituting rescission of the Contract.
8.3    If the Goods are combined to form an integrative object and if the other object is to be regarded as the principal object, the Customer shall transfer joint title proportionately to the Supplier, provided the principal object belongs to the Customer.
8.4    If the Customer re-sells the Goods supplied in accordance with provisions, it shall then assign by so doing the claims arising from the sale against its purchasers including all ancillary rights to the Supplier until all of its claims have been redeemed in full.
8.5    If Mould and/or input costs are prorated, these costs do not cover the Supplier‘s costs for Mould design work, construction, running in, regular maintenance, support and so on. For this reason, these prorated Mould and/or inputs shall remain property of the Supplier unless otherwise agreed; handover is not required of the Supplier.

9.    Acceptance, use and custody (only in the case of Moulds/machines)
9.1    The Customer must accept Moulds/machines as soon as it has been demonstrated that they match the agreed specification of service provided by the Supplier.
9.2    Immaterial discrepancies do not entitle the Customer to refuse acceptance.
9.3    In the event that a delay in acceptance can be attributed to reasons for which the Supplier is not responsible, acceptance shall be considered to have been provided at the latest 4 weeks after the initial parts have been shipped.
9.4    The Price for moulds includes first off sample, all subsequent samples are charged out separately; however, any costs of testing or processing equipment, modifications requested by the Customer or any validation costs beyond this are not included. These expenses, in as far as reasonable for the Supplier, shall be quoted separately and must be ordered and paid by the Customer. Costs for further samplings which were caused by the Supplier must be covered by the Supplier.
9.5    Moulds and machines manufactured and/or delivered by the Supplier, shall be manufactured in compliance with clause 3.6 assuming that series production of the parts takes place at the Supplier‘s premises. The following provisions also apply for these Moulds/machines handed over to the Supplier for production for the Customer:
(a)    Any validation measures and/or quality assurance measures requested by the Customer that affect the subsequent series process and that are not planned are not included in the quoted Mould and/or parts costs. These expenses, in as far as reasonable for the Supplier, shall be quoted separately and must be ordered and paid by the Customer;
(b)    Provided that there is no individual agreement to the contrary, the Supplier shall undertake, at the Customer‘s cost, to keep the Moulds/machines in workable condition, in particular to handle them in a proper and appropriate manner and to ensure that they are maintained and looked after and to carry out the necessary maintenance and repair work without delay in a proper and appropriate manner. The agreed warranty for defects shall remain unaffected;
(c)    The Customer shall bear the costs for replacing Moulds/machines and/or for overhauling them in the event that they have been rendered unusable through normal wear and tear as a whole entity;
(d)    The Supplier shall bear the costs for replacing a Mould/machine which is lost or has been rendered unusable due to circumstances for which the Supplier is responsible. The Supplier shall insure the Moulds/machines at their replacement value against the risks posed by fire, lightning strike, explosions, storms, mains water and aircraft crashes in line with the provisions which are customary in the country in which the Moulds/machines are set up and to maintain the insurance coverage during the entire loan period;
(e)    Fully paid Moulds shall be used exclusively for orders placed by the Customer. If the Customer does not pay for supplies or services as agreed, the Supplier can use the Moulds for other purposes in exchange for appropriate compensation, the compensation to be credited to the Customer;  and
(f)    The Supplier shall store Moulds and/or machines ceded by the Customer for a period of 2 years following the last delivery. Provided the Customer does not request handover of the Moulds and machines within this period, the retention period shall expire and the Supplier shall assume that the Moulds and/or machines can be destroyed following expiry of this period. Alternatively, the Supplier can send the Moulds and/or machines at the Customer‘s expense to the Customer‘s last known address.

10.    Quality and liability for defects
10.1    The Supplier warrants that the Goods (including Moulds), on delivery, and for a period of two years thereafter (the “Warranty Period”) shall be as described; be free from material defects in design, material, and workmanship; be of satisfactory quality (as defined in the Sale of Products Act 1979); and be fit for any purpose described by the Supplier. For the avoidance of doubt, Goods will not be deemed defective if there is an insignificant deviation from the agreed level of quality or if there is only an insignificant impairment to the usability of the Goods.
10.2    Details given in documentation, brochures, drawings, specifications of services, etc. and references to technical standards are not warranted characteristics or promises of guarantee. 
10.3    If the Supplier has advised the Customer beyond its contractual obligation, the Supplier only warrants the functionality and suitability of the supplied goods if the Supplier provides prior express warranty.
10.4    In the event that any delivered Good does not comply with clause 10.1, subject to clause 10.5 and the Customer’s compliance with clauses 10.4(a) and 10.4(c), the Customer shall be entitled to request from the Supplier to repair the defect or to supply another Good (as ordered) which is free from defects. The following conditions apply:
(a)    The Customer must give the Supplier written notice of the non-compliance during the Warranty Period within a reasonable time of discovering it;
(b)    The Customer must return the Good in question to the Supplier at the Supplier’s expense (see clause 10.9 for more information); and
(c)    You must give us a reasonable opportunity to examine the Products in question.
10.5    The Supplier will not be liable for any non-compliance with the provisions of clause 10.1 of any Goods if any of the following apply:
(a)    The Customer (or third party purchaser) has made any further use of the affected Goods after the Customer gives the Supplier written notice of the non-compliance under clause 10.4(a);
(b)    The non-compliance has arisen as a result of the Customer’s (or third party purchaser’s)  failure to follow the Supplier’s instructions on the correct usage, maintenance, installation, storage or transport of the affected Goods or, where no instructions are provided, the Customer’s (or third party purchaser's)  failure to follow good trade practice with respect to the same;
(c)    If the Goods or parts thereof are used outside the confines of the application approved by the Supplier or in circumstances or conditions of use or installation other than those envisaged in the specification;.
(d)    The non-compliance has arisen as a direct result of any information (incorrect or otherwise) provided by the Customer to the Supplier;
(e)    The Customer (or third party purchaser) has made any unauthorised alterations or repairs to the affected Goods;
(f)    The non-compliance is the result of normal wear and tear, deliberate damage, negligence, or abnormal or unsuitable working conditions.
10.6    The Customer shall undertake to inform the Supplier immediately of any harmful product characteristics that are detected at a later date and other consequences arising from the use of the Goods that lead to a dangerous situation, to the extent that the Supplier‘s Goods are affected by this.
10.7    The terms of this clause 10 shall also apply to any Goods which are repaired or replaced by the Supplier under clause 10.4.
10.8    Except as provided in this clause 10, the Supplier shall have no further liability to the Customer with respect to Goods which do not comply with clause 10.1. 
10.9    To return Goods to the Supplier for any reason under this clause 10, please contact the Supplier at for a collection and return.  The Supplier will be fully responsible for the costs of returning Goods under this clause 10 and it will reimburse the Customer where appropriate.
10.10    Refunds (whether full or partial) under this clause 10 will be issued within 14 days of the day on which the Supplier agrees that the Customer is entitled to the refund. Any and all refunds issued under this clause 10 will include all delivery costs paid by the Customer when the Goods were originally purchased. Refunds under this clause 10 will be made using the same payment method that the Customer used when ordering the Goods.
10.11    In the event that the Supplier seriously and conclusively refuses to provide any subsequent service in relation to any defective Good, that it refuses subsequent service owing to disproportionately high costs, the subsequent service provided fails or is not acceptable to the Customer, the Customer can, at its discretion, request a refund for the sums paid for the Good in question or rescind the Contract. 

11.    Liability
11.1    Subject to clause 11.4, the Supplier will not be liable to the Customer or any third party (including a third party purchaser), whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, loss of business, interruption to business, for any loss of business opportunity, or for any indirect or consequential loss arising out of or in connection with any contract between the Supplier and the Customer.
11.2    Subject to clause 11.4, the Supplier’s total liability to the Customer or any third party (including a third party purchaser) for all other losses arising out of or in connection with any contract between the Supplier and the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be 100% of the total sums paid by the Customer to the Supplier for supply of the Goods under the Contract in question.
11.3    Except to the extent expressly set out in clause 10.1, the terms implied by Sections 13 to 15 of the Sale of Products Act 1979 and by Sections 3 to 5 of the Supply of Products and Services Act 1982 are excluded.
11.4    Nothing in these Conditions seeks to limit or exclude the Supplier’s liability for death or personal injury caused by its negligence (including that of its employees, agents or sub-contractors); for fraud or fraudulent misrepresentation; for breach of the terms implied by Section 12 of the Sale of Products Act 1979 or Section 2 of the Supply of Products and Services Act 1982;; or for any other matter in respect of which liability cannot be excluded or restricted by law.

12.    Data protection
The Supplier shall at all times comply with its obligations under the Data Protection Act 2018 and the EU law retained version of the General Data Protection Regulations ((EU) (2016/679). For further information, please visit its privacy statement. 

13.    Force majeure
13.1    The Supplier will not be liable for any failure or delay in performing its obligations where that failure or delay results from any cause that is beyond its reasonable control. Such causes include, but are not limited to: power failure, internet service provider failure, strikes, lock-outs or other industrial action by third parties, riots and other civil unrest, fire, explosion, flood, storms, earthquakes, subsidence, acts of terrorism (threatened or actual), acts of war (declared, undeclared, threatened, actual or preparations for war), epidemic or other natural disaster, or any other event that is beyond our reasonable control.
13.2    If any event described under this clause 13 occurs that is likely to adversely affect the Supplier’s performance of any of its obligations under these Conditions:
(g)    The Supplier will inform the Customer as soon as is reasonably possible;
(h)    The Supplier will take all reasonable steps to minimise the delay;
(i)    To the extent that the Supplier cannot minimise the delay, its affected obligations under these Conditions (and therefore the Contract) will be suspended and any time limits that the Supplier is bound by will be extended accordingly;
(j)    The Supplier will inform the Customer when the event outside of its control is over and provide details of any new dates, times or availability of Goods as necessary;
(k)    If an event outside of its control occurs and continues for more than a 4 week period and the Customer wishes to cancel the Contract as a result, the Customer should email the Supplier at   
Any refunds due to the Customer as a result of such cancellation will be paid to the Customer as soon as is reasonably possible and in any event within 14 days of the date on which the Contract is cancelled and will be made using the same payment method that the Customer used when ordering the Goods.

14.    Intellectual property rights 
14.1    For all deliveries by the Supplier based on drawings, models, samples or parts supplied by the Customer, the Customer shall indemnify and hold harmless the Supplier against ensure that the intellectual property rights of third parties in the country for which the Goods are being manufactured are not injured. The Supplier shall advise the Customer of any rights known to it. The Customer must release the Supplier from any third-party claims and pay compensation for any resulting damage. If an injunction covering the supply or production of the goods to protect the intellectual property rights of the third party is issued, the Supplier is entitled to stop all work – without any examination of the legal position – until the legal position has been clarified. If the continuation of the Contract should become untenable to the Supplier due to the delay, the Supplier is entitled to rescind the Contract with immediate effect on written notice to the Customer.
14.2    Any drawings or samples that had been made available to the Supplier but did not eventuate in a Contract shall be returned on request; otherwise the Supplier is entitled to destroy the same three months after the issue of the Quotation. The same obligation shall apply to the Customer analogously. The party entitled to disposal by destruction must inform the other party of the intention prior to doing so and in good time.
14.3    The Customer acknowledges that all intellectual property rights in and to the Goods are vested in and will remain vested in the Supplier and the Customer shall have no rights in or to the Goods. The Supplier shall retain all copyrights and any rights to intellectual property protection, in particular the rights of utilisation and exploitation of models, Moulds, equipment, designs and drawings made by it or for it under contract by a third party. The Customer shall indemnify and hold harmless the Supplier against all claims, suits, actions, damages, settlements, losses, liabilities and costs, including reasonable legal fees, arising from or relating to a claim of infringement of an intellectual property right in the Goods however arising.

15.    Termination
15.1    Either the Supplier or the Customer may terminate the Contract by giving to the other not less than 14 days’ written notice.
15.2    Without prejudice to any other right or remedy available to it, either party may terminate the Contract immediately by giving written notice to the other if:
(a)    any sum owing to that party by the other party under any of the provisions of the Contract is not paid within 30 days after notifying the other party in writing to make the payment;
(b)    the other party commits a material breach of any other term of the Contract and, if the breach is capable of remedy, fails to remedy it within 15 days after being given written notice giving full particulars of the breach and requiring it to be remedied;
(c)    an encumbrancer takes possession, or where the other party is a company, a receiver is appointed, of any of the property or assets of that other party;
(d)    the other party makes any voluntary arrangement with its creditors or, being a company, becomes subject to an administration order (within the meaning of the Insolvency Act 1986);
(e)    the other party, being an individual or firm, has a bankruptcy order made against it or, being a company, goes into liquidation (except for the purposes of bona fide amalgamation or re-construction and in such a manner that the company resulting therefrom effectively agrees to be bound by or assume the obligations imposed on that other party under the Contract);
(f)    anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to the other party; or 
(g)    the other party ceases, or threatens to cease, to carry on business.
15.3    For the purposes of clause 15.2(b), a breach shall be considered capable of remedy if the party in breach can comply with the provision in question in all respects.
15.4    The rights to terminate the Contract given by this clause 15 shall not prejudice any other right or remedy of either party in respect of the breach concerned (if any) or any other breach.
15.5    In the event that the Contract relating to Goods ordered, produced or manufactured but yet to be delivered to the Customer is terminated, the Customer undertakes to accept those Goods and nothing in this clause shall eliminate the Customer’s obligations to make payment for those Goods.

16.    General terms
16.1    These Conditions, together any Quotation and Order Confirmation, constitute the entire agreement between the Supplier and the Customer with respect to your purchase of Goods from the Supplier. The Customer acknowledges that it has not relied upon any statement, representation, warranty, assurance, or promise made by or on behalf of the Supplier that is not set out in these Conditions and that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based upon any statement herein. 
16.2    The Supplier may transfer (assign) its obligations and rights under these Conditions (and under the Contract, as applicable) to a third party.  If this occurs, the Customer will be informed by the Supplier in writing.  The Customer’s rights under these Conditions (and under the Contract) will not be affected and the Supplier’s obligations under these Conditions will be transferred to the third party who will remain bound by them.
16.3    The Customer may not transfer (assign) its obligations and rights under these Conditions (and under the Contract, as applicable) without the Supplier’s express written permission.  
16.4    The Contract is between the Supplier and the Customer.  It is not intended to benefit any other person or third party in any way and no such person or party will be entitled to enforce any provision of these Conditions or the Contract.
16.5    If any of the provisions of these Conditions are found to be unlawful, invalid or otherwise unenforceable by any court or other authority, that / those provision(s) shall be deemed severed from the remainder of these Conditions. The remainder of these Conditions shall be valid and enforceable.
16.6    No failure or delay by the Supplier in exercising any of its rights under these Conditions means that the Supplier has waived that right, and no waiver by the Supplier of a breach of any provision of these Conditions means that the Supplier will waive any subsequent breach of the same or any other provision.
16.7    The Supplier may revise these Conditions from time to time in response to changes in relevant laws and other regulatory requirements.  

17    Governing law and jurisdiction
17.1    These Conditions, and the relationship between the Supplier and the Customer (whether contractual or otherwise) shall be governed by, and construed in accordance with, English law.
17.2    Any disputes concerning these Conditions or the Contract, the relationship between the Supplier and the Customer, or any matters arising therefrom or associated therewith (whether contractual or otherwise) shall be subject to the exclusive jurisdiction of the courts of England and Wales.