Our agreement with you
Every corporate entity must, or should, define the rules of its business transactions, ultimately to protect itself and to provide itself and its clients with a clearly defined framework in which to operate. Hopefully, most, if not all the time, this framework will remain as a final fallback position for the unfortunate case that mutual respect and understanding do not succeed in resolving any, or all, of the issues which may occasionally arise as a result of transacting business together.
Synergy Boreholes and Systems Ltd.
TERMS AND CONDITIONS
1.1 The followings definitions apply in these Conditions:
Client: the person who purchases the Services and/or Goods from SBS or whose order for the Services and/or Goods is accepted by SBS;
SBS: Synergy Boreholes and Systems Ltd., Home Farm, Berrick Road, Chalgrove, Oxfordshire. OX44 7RQ. SBS Registration Number 06388016;
Contract: the contract for the supply of the Goods and/or Services concluded between SBS and the Client comprising these Conditions, the Conditions of the relevant Quote, and any additional terms and Conditions agreed between the parties;
Deliverables: means any deliverables to be provided by SBS to the Client in the course of the Services;
Quote: the dated document sent by email or post from SBS to the Client specifying the Services and/or Goods to be supplied by SBS to the Client;
Contract: any contract between SBS and the Client for the sale and purchase of the Services and/or Goods, incorporating these Conditions;
Geothermal Boreholes: boreholes for the recovery of heat from the ground;
Header-works: the groundworks, trenching, pipework, manifolds etc. necessary to connect Geothermal Boreholes to the heat pump.
Water Well Boreholes: boreholes drilled into the aquifer or water bearing strata and fitted with screen and liner;
Pumps, Wellheads: the additional equipment required to physically extract water from a Water Well Borehole.
Services: any services agreed in the Quote/Contract to be supplied to the Client by SBS.
Goods: any goods agreed in the Quote/Contract to be supplied to the Client by SBS (including any part or parts of them).
1.2 The followings rules apply in these Conditions: (a) a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality); (b) reference to a party includes its successors or permitted assigns; (c) any phrase introduced by the terms including, include, in particular, such as, or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and (d) a reference to writing or written includes faxes and e-mails.
2. APPLICATION OF TERMS
2.1 Subject to any variation under Condition 2.3 the Contract shall be on these Conditions to the exclusion of all other terms and Conditions, including any terms or Conditions which the Client purports to apply under any purchase order, confirmation of order, specification or other document or any terms which would otherwise be implied by trade, custom, practice or course of dealing.
2.2 No terms or Conditions endorsed on, delivered with or contained in the Client's purchase order, confirmation of order, specification or other document shall form part of the Contract simply as a result of such document being referred to in the Contract.
2.3 These Conditions apply exclusively to all SBS's sales and no variation to these Conditions shall have any effect unless expressly agreed in writing and signed by a director of SBS. The Client acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of SBS which is not set out in the Contract.
2.4 Each order or acceptance of a Quote for Services and/or Goods by the Client from SBS shall be deemed to be an offer by the Client to buy Services and/or Goods subject to these Conditions and the terms of the relevant Quote. The acceptance of any such Quote shall be deemed to occur when the Client makes the first payment specified in the Quote to SBS.
2.5 No order placed by the Client shall be deemed to be accepted by SBS until an invoice for initial or down payment is issued in writing by SBS's authorised representative or (if earlier) SBS delivers the Goods to the Client or commences performance of the Services.
2.6 The Client shall ensure that the terms of its order and any applicable specification are complete and accurate.
2.7 Any Quote is given on the basis that no Contract shall come into existence until the Client makes a first payment to SBS. Any Quote is valid for a period of 30 days only from its date, provided that SBS has not previously withdrawn it.
2.8 Any typographical, clerical or other error or omission in any Quote, price list, acceptance of offer, invoice or other document or information issued by SBS shall be subject to correction without any liability on the part of SBS.
2.9 No order which has been accepted by SBS may be cancelled by the Client, except with the agreement in writing of SBS. In the event of any such cancellation the Client shall indemnify SBS in full against all losses, liabilities, damages, costs and expenses howsoever arising, whether direct, indirect or consequential (and including in particular loss of profit, loss of business, labour and materials used, any liabilities incurred by SBS under any related contract) incurred by SBS as a result of cancellation.
2.10 All drawings, designs, specifications and other materials provided or generated by SBS in relation to or during the course of the Contract are, as between the parties, proprietary to SBS, and all intellectual property rights therein shall remain vested in SBS or its licensors. Nothing in the Contract shall operate to grant to the Client any licence under or assignment of any such intellectual property rights.
3.1 The quantity and description of the Goods, and/or the description and scope of the Services, shall be as set out in SBS's Quote.
3.2 All samples, drawings, descriptive matter, specifications and advertising issued by SBS and any descriptions or illustrations contained in SBS's website or brochures are issued or published for the sole purpose of giving an approximate idea of the Services and Goods described in them. They shall not form part of the Contract and no sale of Goods under the Contract shall be a sale by sample.
4. DELIVERY AND PERFORMANCE
4.1 Unless otherwise agreed in writing by SBS, performance of the Services and/or delivery of the Goods or Deliverables shall take place at the site designated by the Client. The Client shall if requested by SBS provide at the delivery point and at its own expense adequate and appropriate equipment and manual labour for unloading the Goods or Deliverables.
4.2 Any dates specified by SBS for performance of the Services and/or delivery of the Goods or Deliverables are intended to be an estimate and time for performance or delivery shall not be of the essence and may not be made of the essence by notice. If no dates are so specified, delivery shall be within a reasonable time.
4.3 No delay in the delivery of the Goods or any Deliverables or performance of the Services shall entitle the Client to terminate or rescind the Contract unless such delay exceeds 80 days.
4.4 Subject to Condition 4.2, the Client shall take delivery of the Deliverables and/or Goods on the date specified by SBS, or if no date is specified, within a reasonable number of days of SBS giving it notice that the Deliverables and/or Goods are ready for delivery, and shall permit SBS access to its site or premises for the performance of the Services during the period specified by SBS or, if no such period is specified, within a reasonable period of SBS giving it notice that SBS is ready to commence performance of the Services.
4.5 If for any reason the Client fails to accept delivery of any of the Goods or Deliverables when they are ready for delivery, or SBS is unable to deliver the Goods or Deliverables on time because the Client has not provided appropriate instructions, documents, licences or authorisations: (a) risk in the Goods or Deliverables shall pass to the Client (including for loss or damage caused by SBS's negligence); (b) the Goods or Deliverables shall be deemed to have been delivered; and (c) SBS may store the Goods or Deliverables until delivery, and the Client shall be liable for all related costs and expenses (including, without limitation, storage and insurance).
4.6 SBS may deliver the Goods or Deliverables, or perform the Services, by separate instalments as agreed with the Client. Each separate instalment shall be invoiced and paid for in accordance with the provisions of the Contract. Each instalment shall be a separate Contract and no cancellation or termination of any one Contract relating to an instalment shall entitle the Client to repudiate or cancel any other Contract or instalment.
5. CLIENT OBLIGATIONS
5.1 The Client shall: (a) co-operate with SBS in all matters relating to the Services; (b) provide, to SBS, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, access to the Client's premises, data and other facilities as required by SBS; (c) provide, in a timely manner, such in-put material and other information as SBS may require, and ensure that it is accurate in all material respects; (d) be responsible (at its own cost) for preparing and maintaining the relevant site for the supply of the Services, including identifying, monitoring, removing and disposing of any hazardous materials from the site in accordance with all applicable laws; (e) inform SBS of all health and safety rules and regulations and any other reasonable security requirements that apply at the Client's site; (f) obtain and maintain all necessary licences and consents and comply with all relevant legislation in relation to the Services and the use of the Goods, in all cases before the date on which the Services are to start; and (g) ensure that any equipment belonging to SBS which remains on the Client's site while the Services are being performed is kept in secure Conditions sufficient to prevent any damage or unauthorised access to such equipment.
5.2 If SBS's performance of its obligations under the Contract is prevented or delayed by any act or omission of the Client, its agents, subcontractors, consultants or employees, SBS shall not be liable for any costs, charges or losses sustained or incurred by the Client that arise directly or indirectly from such prevention or delay.
5.3 The Client shall be liable to pay to SBS, on demand, all reasonable costs, charges or losses sustained or incurred by SBS (including any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property and those arising from injury to or death of any person and loss of opportunity to deploy resources elsewhere) that arise directly or indirectly from the Client's fraud, negligence, failure to perform or delay in the performance of any of its obligations under the Contract, subject to SBS confirming such costs, charges and losses to the Client in writing.
6.1 Any Goods or Deliverables are at the risk of the Client from the time of delivery.
6.2 Ownership of the Goods or Deliverables shall not pass to the Client until SBS has received in full (in cash or cleared funds) all sums due to it in respect of the Services and/or Goods and all other sums which are or which become due to SBS from the Client on any account: (a) under the Contract; or (b) under any other contract between the parties.
6.3 Until ownership of any Goods or Deliverables has passed to the Client:
6.3.1 the Client shall: (a) hold them on a fiduciary basis as SBS's bailee; (b) store them (at no cost to SBS) separately from all other goods of the Client or any third party in such a way that they remain readily identifiable as SBS's property; and (c) maintain them in satisfactory Condition and keep them insured on SBS's behalf for their full price against all risks to the reasonable satisfaction of SBS. On request the Client shall produce the policy of insurance to SBS; and
6.3.2 the Client's right to possession of the Goods or Deliverables shall terminate immediately if: (a) the Client takes or becomes the subject of any action or occurrence under Condition 13.1.3 or SBS believes the Client is likely to take or become the subject of such action; or (b) the Client encumbers or in any way charges any of the Goods or Deliverables; or (c) the Client is in breach of any terms of the Contract; and
6.3.3 the Client grants SBS, its agents and employees an irrevocable licence at any time to enter any premises where the Goods or Deliverables are or may be stored in order to inspect them, or, where the Client's right to possession has terminated, to recover them.
6.4 SBS shall be entitled to recover payment for the Goods or Deliverables notwithstanding that ownership of any of the Goods or Deliverables has not passed from SBS.
6.5 On termination of the Contract, howsoever caused, SBS's (but not the Client's) rights contained in this Condition 5 shall remain in effect.
Unless otherwise agreed or specified by SBS in writing (including via its invoices), the price for the Services and/or Goods shall be the price set out in SBS's Quote.
8.1 Payment of the price shall be made at the times and by the methods specified in SBS's Quote. Where instalment payments are specified, then each such instalment must be paid at the time and by the method specified. Unless otherwise specified in the Quote or agreed in writing between the Client and SBS, payment for the Services and Goods shall be made in three parts or instalments:
8.1.1 The Downpayment: this payment shall be invoiced and due before any work by SBS commences and before any SBS equipment is moved to the Client’s site. By making this payment the Client is deemed to accept SBS's Quoted terms and these Conditions in accordance with Condition 2.4.
8.1.2 Payment after Drilling: this payment shall be invoiced and due after the drilling operations are completed by SBS. This payment is for the drilling operation only and does not cover any further installation costs. For the purposes of these Conditions the "drilling operation" means:
(a) in the case of Water Well Boreholes, the drilling of the borehole and fitting with screen and liner only; and
(b) in the case of Geothermal Boreholes, the drilling of the borehole(s) and insertion of the geothermal loop and grouting of the borehole only.
Payment after Drilling must be made in full before SBS will commence work to complete the Services by installing any Pumps, Wellheads etc. in the case of Water Well Boreholes or Header-works in the case of geothermal installations.
8.1.3 Final Payment: This payment shall be invoiced and due on completion of the Services as described in the Quote. This payment marks the end of the installation phase and the beginning of the warranty or guarantee period.
8.2 Payment of the price for the Services and/or Goods shall be made in pounds sterling by the due date specified in the applicable invoice. If no due date is so specified or otherwise agreed in writing between the parties, the Client shall pay SBS within 14 days of the invoice date. No payment shall be deemed to have been received until SBS has received cleared funds. Time for payment shall be of the essence.
8.3 Notwithstanding any other provision of the Contract, on termination of the Contract for any reason the Client shall immediately pay to SBS all of SBS's outstanding unpaid invoices and interest and, in respect of Services supplied, work-in-progress or expenses incurred (or contractually committed to be incurred by the SDS) for which no invoice has been submitted, the SBS shall submit an invoice, which shall be payable by the Client immediately on receipt.
8.4 The Client shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, retention, abatement or otherwise unless the Client has a valid court order requiring an amount equal to such deduction to be paid by SBS to the Client.
8.5 If the Client fails to pay SBS any sum due pursuant to the Contract, the Client shall be liable to pay interest to SBS on such sum from the due date for payment at the annual rate of 4% above the base lending rate from time to time of Barclays Bank plc, accruing on a daily basis until payment is made, whether before or after any judgment. In the alternative, SBS reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.
8.6 Any costs or fees incurred by SBS in recovering overdue payments from the client will be added to the amount payable by the client. The overdue amount due to SBS will be re-invoiced to the client with the addition of the standard debt collection agency fee, which currently stands at 20% of the amount to be recovered. The Client must pay the amount so invoiced within 14 days of the date of invoice.
8.7 If the Client has not paid any invoice submitted under Condition 8.6 by its due date, SBS may assign the client's debt to the Debt Collection Agency for recovery by legal means, which may include court proceedings.
9. QUALITY AND WARRANTY
9.1 Where SBS is not the manufacturer of any Goods or Deliverables supplied under the Contract, SBS shall endeavour to transfer to the Client the benefit of any warranty or guarantee given to SBS by the manufacturer or SBS's supplier, but shall otherwise give no warranty in relation to such Goods or Deliverables.
9.2 Geothermal Borehole Contracts: SBS warrants all that all Services will be performed with reasonable care and skill and that workmanship (such as electrofusion welded joints) will be of satisfactory quality and materially free from defect upon completion and for a period of two years thereafter (subject to Conditions 9.2.1 to 9.2.3 and Condition 9.4.) SBS's warranty obligations for components and parts shall be limited as set out in Condition 9.1. SBS's warranty under this Condition 9.2 is limited to Services comprising the installation by SBS of (as applicable) the geothermal loop, piping, electrofusion joints, manifold, heat pump and heat distribution system and shall not apply to any parts or equipment not installed by SBS.
9.2.1 The Client must apply for and obtain from the manufacturer of the installed heat pump the manufacturer's standard warranty or guarantee, and must maintain without Condition or reservation such warranty or guarantee for the maximum available term of such warranty or guarantee. The Client shall make all documentation relating to such warranty or guarantee (including maintenance and repair documentation and receipts) available to SBS immediately upon request and shall not permit any party other than the manufacturer or SBS to repair the heat pump without the prior written consent of SBS.
9.2.2 SBS's system installation, i.e.boreholes or boreholes with heat pump, will be dimensioned and sited according to the information provided by the Client, such as third party designs, geological reports, GSHP specifications and pertinent information such as TRT data. In the absence of such relevant information, and where clearly stated on the SBS Quote, SBS will provide estimate dimensions and depths as a guide to the Client, according to industry practice and relevant industry standards. However, the ultimate responsibility for ensuring that dimensions and siting of boreholes are suitable to meet the Client's requirements, in all ways appropriate to the geological and other Conditions of the Client's site, and free from environmental risk, rests with the Client. SBS gives no warranty in relation to any estimates provided by SDS in this regard and the Client relies on such estimates at its own risk.
9.2.3 SBS shall not be liable for a breach of any of the warranties in Condition 9.2 if: (a) the relevant defect or non-conformity arises because the Client failed to follow SBS's or any applicable manufacturer's oral or written instructions as to storage, installation, commissioning, use or maintenance or (if there are none) good trade practice, and in particular if the loop has not been at all times filled at the correct pressure, with the correct liquid medium, including the correct amount of antifreeze; or (b) the Client alters, repairs or relocates the relevant Goods or Deliverables without the written consent of SBS; or (c) the Client has failed to perform its obligations under
Condition 9.2.1; or (c) the geothermal loop has lain dormant for any period of more than six (6) months; or (d) the Goods or Deliverables have been damaged by any earth movement, slippage, subsidence or any other geological factor, or by any surface disturbance such as garden digging, plowing, the growth of tree roots, or by any other factor or third party outside of the control of SBS.
9.3 Water Well Borehole, Water Storage, Irrigation Contracts: SBS warrants all that all Services will be performed with reasonable care and skill and that workmanship (such as electrofusion welded joints) will be of satisfactory quality and materially free from defect upon completion and for a period of two years thereafter (subject to Conditions 9.3.1 to 9.3.2 and 9.4.) SBS's warranty obligations for components and parts shall be limited as set out in Condition 9.1. SBS's warranty under this Condition 9.3 is limited to Services comprising the installation by SBS of (as applicable) the borehole liner, piping, electrofusion joints, wellhead, borehole pump and water distribution and shall not apply to any parts or equipment not installed by SBS.
9.3.1 SBS gives no warranty that any boreholes delivered by it will yield water, nor in relation to the quality of any water yielded. In dimensioning and siting its boreholes, SBS relies solely on information provided by the Client, such as third party surveys or geological or divination reports. In the absence of such information, and where clearly stated on the SBS Quote, SBS will provide advice on the siting and dimensions of a borehole. However, the ultimate responsibility for ensuring that dimensions and siting of boreholes are suitable to meet the Client's requirements, in all ways appropriate to the geological and other Conditions of the Client's site, and free from environmental risk, rests with the Client. SBS gives no warranty in relation to any advice provided by SDS in this regard and the Client relies on such advice at its own risk.
9.3.2 SBS shall not be liable for a breach of any of the warranties in Condition 9.4 if: (a) the relevant defect or non-conformity arises because the Client failed to follow SBS's or any applicable manufacturer's oral or written instructions as to storage, installation, commissioning, use or maintenance or (if there are none) good trade practice, including in particular the replacement of consumable or wearing parts such as filters and UV units; or (b) the Client alters, repairs or relocates the relevant Goods or Deliverables without the written consent of SBS; or (d) the Goods or Deliverables have been damaged by any earth movement, slippage, subsidence or any other geological factor, or by any surface disturbance such as garden digging, plowing, the growth of tree roots, or by any other factor or third party outside of the control of SBS.
9.4 SBS shall not be liable for a breach of any of the warranties in Conditions 9.2 or 9.3 unless: (a) the Client gives written notice of the defect to SBS within 14 days of the time when the Client discovers or ought to have discovered the defect; (b) SBS is given a reasonable opportunity after receiving the notice of examining the relevant installation; (c) the Client makes no further use of the installation after giving such notice; or (d) the Client has made payment of all payments due to SBS under the Contract in full and in cleared funds.
9.5 Subject to Conditions 9.2.1, 9.2.2, 9.3.1, 9.3.2 and 9.4, if any of the Services, Goods or Deliverables do not conform with any of the warranties in Conditions 9.2 and 9.3 SBS shall at its option: (a) repair or replace the relevant Goods or Deliverables (or the defective part) or re-perform the relevant Services, or (b) refund the Contract price relating to such Goods or Deliverables or Services at the pro rata Contract rate..
9.6 If SBS complies with Condition 9.5 it shall have no further liability for a breach of any of the warranties in Conditions 9.2 and 9.3 in respect of the relevant Goods, Deliverables or Services.
10. LIMITATION OF LIABILITY
10.1 Subject to Condition 9, the following provisions set out the entire financial liability of SBS (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Client in respect of: (a) any breach of these Conditions; (b) any use made by the Client (or its hires or successors in title) of any of the Goods or Deliverables; and (c) any representation, statement or tortuous act or omission including negligence arising under or in connection with the Contract.
10.2 All warranties, Conditions and other terms implied by statute or common law (save for the Conditions implied by section 12 of the Sale of Goods Act 1979 and section 13 of the Supply of Goods and Services Act 1982) are, to the fullest extent permitted by law, excluded from the Contract.
10.3 Nothing in these Conditions excludes or limits the liability of SBS: (a) for death or personal injury caused by SBS's negligence; or (b) under section 2(3), Consumer Protection Act 1987; or (c) for any matter which it would be illegal for SBS to exclude or attempt to exclude its liability; or (d) for fraud or fraudulent misrepresentation.
10.4 Subject to Conditions 10.2 and 10.3: (a) SBS's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the Contract price; and (b) SBS shall not be liable to the Client for any loss of revenue, stoppage to other work, pure economic loss, loss of profit, loss of business or depletion of goodwill, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.
SBS may assign, sub-contract or novate the Contract or any part of it to any person, firm or company, and the Client agrees to promptly execute any document required to give effect to such assignment, sub-contract or novation. The Client shall not be entitled to assign, sub-contract or novate the Contract or any part of it without the prior written consent of SBS.
12. FORCE MAJEURE
SBS shall not be liable for any breach of its obligations to the Client and reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Services or Goods ordered by the Client (without liability to the Client) to the extent it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of SBS including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers, the acts or omissions of agents or sub-contractors or inability or delay in obtaining supplies of adequate or suitable materials, provided that, if the event in question continues for a continuous period in excess of 90 days, the Client shall be entitled to give notice in writing to SBS to terminate the Contract.
13.1 Without prejudice to any rights that have accrued under the Contract or any other rights or remedies, SBS may terminate the Contract with immediate effect by giving written notice to the Client if:
13.1.1 the Client fails to pay any amount due under the Contract on the due date for payment and remains in default for at least 14 days after being notified to make such payment, or SBS reasonably believes that the Client is likely to fail to pay any amount due under the Contract; or
13.1.2 the Client commits a material breach of any material term of the Contract and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so; or
13.1.3 the Client ceases or threatens to cease to trade, becomes insolvent or is the subject of insolvency proceedings, makes an arrangement or composition with its creditors, has a receiver and/or administrator appointed over its undertaking or is the subject of any similar or equivalent action or occurrence or SBS reasonably believes that the Client is likely to be the subject of any similar or equivalent action or occurrence, or a creditor or encumbrancer of the Client attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days.
13.2 If any circumstances arise which would entitle SBS to terminate the Contract, then without prejudice to any other right or remedy available to SBS, SBS may suspend the performance of the Services and/or delivery of any Goods or Deliverables until such circumstances have ceased to exist.
14.1 The Client undertakes that it shall not at any time during the Contract, and for a period of 5 years after termination of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of SBS (including all specifications, drawings or other technical documents supplied to the Client by SBS) except as permitted by Condition 14.2.
14.2 The Client may disclose SBS’s confidential information:
14.2.1 to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the Client’s obligations under the Contract. The Client shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this Condition 14; and
14.2.2 as may be required by law, court order or any governmental or regulatory authority.
14.3 The Client shall not use any of SBS’s confidential information for any purpose other than to perform its obligations under the Contract.
15.1 Each right or remedy of SBS under the Contract is without prejudice to any other right or remedy of SBS whether under the Contract or not.
15.2 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, or unenforceable it shall to the extent of such illegality, invalidity, voidness, voidability or unenforceability be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.
15.3 Failure or delay by SBS in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract. Any waiver by SBS of any breach of any provision of the Contract by the Client shall not be deemed a waiver of any subsequent or other breach.
15.4 The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
15.5 The Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law, and the parties submit to the exclusive jurisdiction of the English courts.
15.6 All communications between the parties about the Contract shall be in writing and delivered by hand or sent by pre-paid first class post or sent by fax to the registered office of the receiving party, or to such other address or by such other means as shall be notified by the receiving party to the other. Communications addressed to SBS shall be marked for the attention of the Managing Director.
Synergy Boreholes and Systems Ltd. reserves the right to update, amend, or change these Terms and Conditions at any time.
9 August 2018