Terms and Conditions for the purchase of goods and services

1. DEFINTIONS AND INTERPRETATION 

1.1 The following definitions and rules of interpretation apply to the Contract: 

Business Day a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business; 

Business Hours the period from 9.00 am to 5.00 pm on any Business Day; 

Calendar Days any day, including Saturday, Sunday and public holidays in England, when banks in London are open for business; 

Commencement Date has the meaning given in clause 2.2; 

Conditions these terms and conditions as amended from time to time in accordance with clause 19.13; 

Contract the contract between EAAA and the Supplier for the supply of Goods and/or Services in accordance with these Conditions; 

Data Protection Legislation means: 

  • (i)  if and to the extent that the UK GDPR (as defined in the Data Protection Act 2018) applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data; 

    (ii)  if and to the extent that the General Data Protection Regulation ((EU) 2016/679) (EU GDPR) applies, the law of the European Union or any member state of the European Union to each party is subject, which relates to the protection of personal data; 

Deliverables all documents, products and materials developed by the Supplier or its agents, contractors and employees as part of or in relation to the Services in any form or media, including drawings, maps, plans, diagrams, designs, pictures, computer programs, data, specifications and reports (including drafts); 

Delivery Date means the date specified in the Order for the delivery of the Goods and/or Services; 

Delivery Location has the meaning given in the Order; 

EAAA East Anglian Air Ambulance (Trading) Limited registered in England and Wales with company number 04136827 whose registered office address is Helimed House Hangar 14, Gambling Close, Norwich, Norfolk NR6 6EG; 

EAAA Materials has the meaning set out in clause 5.3.9; 

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

Goods Specification any specification for the Goods, including any related plans and drawings as set out in the Order, or otherwise agreed in writing between the parties; 

Intellectual Property Rights patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world; 

Mandatory Policies EAAA’s business policies and codes as notified by EAAA to the Supplier from time to time; 

Order EAAA’s order for the supply of Goods and/or Services, as set out in EAAA’s purchase order form; 

Services the services, including any Deliverables, to be provided by the Supplier under the Contract as set out in the Service Specification; 

Service Specification any specification for the Services, including any related plans and drawings as set out in the Order, or otherwise agreed in writing between the parties; 

Supplier the person or firm from whom EAAA purchases the Goods and/or Services; 

VAT means value added tax or any equivalent or replacement tax chargeable in the UK or elsewhere from time to time.  

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

1.3 A reference to a party includes its personal representatives, successors and permitted assigns. 

1.4 A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision. 

1.5 Any words following the terms including, include, or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms. 

1.6 A reference to writing or written includes email but not fax. 

1.7 Reference to termination shall mean termination or expiry as appropriate. 

2. BASIS OF CONTRACT 

2.1 The Order constitutes an offer by EAAA to purchase Goods and/or Services from the Supplier in accordance with these Conditions. 

2.2 The Order shall be deemed to be accepted when the Supplier undertakes any act consistent with the fulfilling of the Order, at which point and on which date the Contract shall come into existence (Commencement Date). 

2.3 These Conditions apply to the Contract to the exclusion of any other terms that the Supplier seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing. 

2.4 All of these Conditions shall apply to the supply of both Goods and Services except where the application to one or the other is specified. 

2.5 The Supplier waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Supplier that is inconsistent with these Conditions. 

3. SUPPLY OF GOODS 

3.1 The Supplier shall ensure that the Goods shall: 

  • 3.1.1 correspond with their description and any applicable Goods Specification; 

    3.1.2 be of satisfactory quality (within the meaning of the Sale of Goods Act 1979) and fit for any purpose held out by the Supplier or made known to the Supplier by EAAA, expressly or by implication, and in this respect EAAA relies on the Supplier’s skill and judgement; 

    3.1.3 unless otherwise agreed in writing between the parties, where they are manufactured products, be free from defects in design, materials and workmanship and remain so for 12 months after delivery; and 

    3.1.4 comply with all applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling and delivery of the Goods. 

3.2 The Supplier shall ensure that at all times it has and maintains all the licences, permissions, authorisations, consents and permits that it needs to carry out its obligations under the Contract in respect of the Goods. 

3.3 EAAA may inspect and test the Goods at any time before delivery during the Supplier’s normal hours of business on Business Days on reasonable prior written notice to the Supplier. The Supplier shall remain fully responsible for the Goods despite any such inspection or testing and any such inspection or testing shall not reduce or otherwise affect the Supplier’s obligations under the Contract. 

3.4 If following such inspection or testing EAAA considers that the Goods do not comply or are unlikely to comply with the Supplier’s undertakings at clause 3.1, EAAA shall inform the Supplier and the Supplier shall immediately take such remedial action as is necessary to ensure compliance. 

3.5 EAAA may conduct further inspections and tests after the Supplier has carried out its remedial actions. 

3.6 If the Supplier fails to take such remedial action in accordance with clause 3.4, within a period of ten Business Days of being notified by EAAA to do so, EAAA may terminate the Contract with immediate effect. 

4. DELIVERY OF GOODS 

4.1 The Supplier shall ensure that: 

  • 4.1.1 the Goods are properly packed and secured in such manner as to enable them to reach their destination in good condition; 

    4.1.2 each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, the Order number (if any), the type and quantity of the Goods (including the code number of the Goods (where applicable)), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and 

    4.1.3 it states clearly on the delivery note any requirement for EAAA to return any packaging material for the Goods to the Supplier (any such packaging material shall only be returned to the Supplier at the cost of the Supplier). 

4.2 The Supplier shall deliver the Goods: 

  • 4.2.1 on the Delivery Date or, if no such date is specified, the Supplier is to deliver as soon as reasonably practicable, or otherwise at such time as agreed between the parties in writing;   

    4.2.2 to the Delivery Location; and 

    4.2.3 during EAAA’s normal hours of business on a Business Day, or as instructed by EAAA. 

4.3 Delivery of the Goods shall be completed on the completion of unloading of the Goods at the Delivery Location. 

4.4 If the Supplier: 

  • 4.4.1 delivers less than 95% of the quantity of Goods ordered, EAAA may reject the Goods; or 

    4.4.2 delivers more than 105% of the quantity of Goods ordered, EAAA may at its sole discretion reject the Goods or the excess Goods, 

and any rejected Goods shall be returnable at the Supplier’s risk and expense.  

4.5 If the Supplier delivers more or less than the quantity of Goods ordered, and EAAA accepts the delivery, the Supplier shall make a pro rata adjustment to the invoice for the Goods. 

4.6 Unless otherwise agreed in writing, the Supplier shall not deliver the Goods in instalments without EAAA’s prior written consent.  

4.7 Where it is agreed that the Goods are delivered by instalments, they may be invoiced and paid for separately. 

4.8 Where Goods are delivered by instalments, if: 

  • 4.8.1 the Supplier fails to deliver any one instalment on time; 

    4.8.2the Supplier fails to deliver an instalment at all; or 

    4.8.3 there is any defect in an instalment,  

EAAA shall be entitled to the remedies set out in clause 6.1. 

4.9 Title and risk in the Goods shall pass to EAAA on completion of delivery. 

5. SUPPLY OF SERVICES 

5.1 The Supplier shall from the Commencement Date and for the duration of the Contract supply the Services to EAAA in accordance with the terms of the Contract. 

5.2 The Supplier shall meet any performance dates for the Services specified in the Order or that EAAA notifies to the Supplier and time is of the essence in relation to any of those performance dates. 

5.3 In providing the Services, the Supplier shall: 

  • 5.3.1 co-operate with EAAA in all matters relating to the Services, and comply with all instructions of EAAA; 

    5.3.2 perform the Services with the best care, skill and diligence in accordance with best practice in the Supplier’s industry, profession or trade; 

    5.3.3 use personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that the Supplier’s obligations are fulfilled in accordance with the Contract; 

    5.3.4 ensure that the Services will conform with all descriptions, standards and specifications set out in the Service Specification, and that the Deliverables shall be fit for any purpose that EAAA expressly or impliedly makes known to the Supplier; 

    5.3.5 provide all equipment, tools and vehicles and such other items as are required to provide the Services; 

    5.3.6 use the best quality goods, materials, standards and techniques, and ensure that the Deliverables, and all goods and materials supplied and used in the Services or transferred to EAAA, will be free from defects in workmanship, installation and design; 

    5.3.7 obtain and at all times maintain all licences and consents which may be required for the provision of the Services; 

    5.3.8 observe all health and safety rules and regulations and any other security requirements that apply at any of EAAA’s premises; 

    5.3.9 hold all materials, equipment and tools, drawings, specifications and data supplied by EAAA to the Supplier (EAAA Materials) in safe custody at its own risk, maintain EAAA Materials in good condition until returned to EAAA, and not dispose of or use EAAA Materials other than in accordance with EAAA’s written instructions or authorisation; 

    5.3.10 not do or omit to do anything which may cause EAAA to lose any licence, authority, consent or permission upon which it relies for the purposes of conducting its business, and the Supplier acknowledges that EAAA may rely or act on the Services; and 

    5.3.11 comply with any additional obligations as set out in the Service Specification. 

6. EAAA REMEDIES 

6.1 If the Supplier fails to deliver the Goods by the Delivery Date or to perform the Services by the Delivery Date, EAAA shall, without limiting or affecting other rights or remedies available to it, have any one or more of the following rights and remedies: 

  • 6.1.1 to terminate the Contract with immediate effect by giving written notice to the Supplier; 

    6.1.2 to refuse to accept any subsequent performance of the Services and/or delivery of the Goods which the Supplier attempts to make; 

    6.1.3 to recover from the Supplier any costs incurred by EAAA in obtaining substitute goods and/or services from a third party; 

    6.1.4 to require a refund from the Supplier of sums paid in advance for Services that the Supplier has not provided and/or Goods that it has not delivered; and 

    6.1.5 to claim damages for any additional costs, loss or expenses incurred by EAAA which are in any way attributable to the Supplier’s failure to meet such dates. 

6.2 If the Supplier has delivered Goods that do not comply with the undertakings set out in clause 3.1, then, without limiting or affecting other rights or remedies available to it, EAAA shall have one or more of the following rights and remedies, whether or not it has accepted the Goods: 

  • 6.2.1 to terminate the Contract with immediate effect by giving written notice to the Supplier; 

    6.2.2 to reject the Goods (in whole or in part) whether or not title has passed and to return them to the Supplier at the Supplier’s own risk and expense; 

    6.2.3 to require the Supplier to repair or replace the rejected Goods, or to provide a full refund of the price of the rejected Goods (if paid); 

    6.2.4 to refuse to accept any subsequent delivery of the Goods which the Supplier attempts to make; 

    6.2.5 to recover from the Supplier any expenditure incurred by EAAA in obtaining substitute goods from a third party; and 

    6.2.6 to claim damages for any additional costs, loss or expenses incurred by EAAA arising from the Supplier’s failure to supply Goods in accordance with clause 3.1. 

6.3 If the Supplier has supplied Services that do not comply with the requirements of clause 5.3.4 then, without limiting or affecting other rights or remedies available to it, EAAA shall have one or more of the following rights and remedies: 

  • 6.3.1 to terminate the Contract with immediate effect by giving written notice to the Supplier; 

    6.3.2 to return the Deliverables to the Supplier at the Supplier’s own risk and expense; 

    6.3.3 to require the Supplier to provide repeat performance of the Services, or to provide a full refund of the price paid for the Services (if paid); 

    6.3.4 to refuse to accept any subsequent performance of the Services which the Supplier attempts to make; 

    6.3.5 to recover from the Supplier any expenditure incurred by EAAA in obtaining substitute services or deliverables from a third party; and 

    6.3.6 to claim damages for any additional costs, loss or expenses incurred by EAAA arising from the Supplier’s failure to comply with clause 5.3.4. 

6.4 These Conditions shall extend to any substituted or remedial services and/or repaired or replacement goods supplied by the Supplier. 

6.5 EAAA’s rights and remedies under the Contract are in addition to, and not exclusive of, any rights and remedies implied by statute and common law. 

7. EAAA’S OBLIGATIONS 

7.1 EAAA shall: 

  • 7.1.1 provide the Supplier with reasonable access at reasonable times to EAAA’s premises for the purpose of providing the Services; and 

    7.1.2 provide such necessary information for the provision of the Services as the Supplier may reasonably request. 

8. CHARGES AND PAYMENT 

8.1 The price for the Goods: 

  • 8.1.1 shall be the price set out in the Order; and 

    8.1.2 shall be inclusive of the costs of packaging, insurance and carriage of the Goods (no extra charges shall be effective unless agreed in writing and signed by EAAA). 

8.2 The charges for the Services shall be set out in the Order, and shall be the full and exclusive remuneration of the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by EAAA, the charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. 

8.3 In respect of the Goods, unless otherwise agreed between the parties in writing, the Supplier shall invoice EAAA on or at any time after completion of delivery. In respect of Services, unless otherwise agreed between the parties in writing, the Supplier shall invoice EAAA on completion of the Services. Each invoice shall include such supporting information required by EAAA to verify the accuracy of the invoice, including the relevant purchase order number (failing to provide the relevant purchase order number may result in delayed payment). 

8.4 In consideration of the supply of Goods and/or Services by the Supplier, EAAA shall on receipt of a properly rendered invoice pay the invoiced amounts to a bank account nominated in writing by the Supplier within 30 Calendar Days of the date of the invoice. 

8.5 All amounts payable by EAAA under the Contract are exclusive of amounts in respect of VAT.   

8.6 Where any taxable supply for VAT purposes is made under the Contract by the Supplier to EAAA, EAAA shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Goods and/or Services at the same time as payment is due for the supply of the Goods and/or Services. 

8.7 The Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services, and the Supplier shall allow EAAA to inspect such records at all reasonable times on request. 

8.8 EAAA may at any time, without notice to the Supplier, set off any liability of the Supplier to EAAA against any liability of EAAA to the Supplier, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under the Contract. If the liabilities to be set off are expressed in different currencies, EAAA may convert either liability at a market rate of exchange for the purpose of set-off. Any exercise by EAAA of its rights under this clause shall not limit or affect any other rights or remedies available to it under the Contract or otherwise. 

9. INTELLECTUAL PROPERTY RIGHTS 

9.1 All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any EAAA Materials) shall be owned by the Supplier. 

9.2 The Supplier grants to EAAA, or shall procure the direct grant to EAAA of, a fully paid-up, worldwide, non-exclusive, royalty-free perpetual and irrevocable licence to copy and modify the Deliverables (excluding EAAA Materials) for the purpose of receiving and using the Services and the Deliverables. 

9.3 EAAA grants the Supplier a fully paid-up, non-exclusive, royalty-free non-transferable licence to copy and modify any materials provided by EAAA to the Supplier for the term of the Contract for the purpose of providing the Services to EAAA. 

9.4 The Supplier acknowledges that all rights in EAAA Materials are and shall remain the exclusive property of EAAA. 

10. LIMITIATION OF LIABILITY 

10.1 Nothing in the Contract shall limit or exclude either party’s liability for: 

  • 10.1.1 death or personal injury caused by its negligence; 

    10.1.2 fraud or fraudulent misrepresentation;  

    10.1.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); and/or 

    10.1.4 any other liability which cannot be limited or excluded by applicable law. 

10.2 Nothing in the Contract shall limit or exclude: 

  • 10.2.1 any liability arising from a party’s deliberate default or contract abandonment; and 

    10.2.2 any liability for loss arising under clause 11.1.3. 

10.3 Subject to clause 10.1 and clause 10.2 EAAA’s liability to the Supplier under the Contract shall not exceed 120% of the price paid or payable by EAAA under the Contract. 

11. INDEMNITY 

11.1 The Supplier will indemnify EAAA against: 

  • 11.1.1 all losses (including all direct, indirect and consequential losses), liabilities, costs, damages and expenses that EAAA does or will incur or suffer; and 

    11.1.2 all claims or proceedings made or brought or threatened against EAAA by any person and all losses, liabilities or costs (on a full indemnity basis), damages and expenses EAAA does or will incur or suffer as a result of defending or settling any such actual or threatened claims or proceedings, 

    in each case arising out of or in connection with: 

    11.1.3 any actual or alleged infringement of a third party’s Intellectual Property Rights arising out of, or in connection with, the manufacture, supply or use of the Goods, or receipt, use or supply of the Services (including the Deliverables but excluding EAAA Materials); 

    11.1.4 any claim made against the EAAA by a third party for death, personal injury or damage to property arising out of, or in connection with, defects in the Goods or the Deliverables; or 

    11.1.5 any claim made against EAAA by a third party arising out of or in connection with the supply of the Goods or the Services. 

12. INSURANCE 

12.1 During the Contract and for a period of one year afterwards the Supplier shall maintain in force insurance policies with reputable insurance companies, against all risks that would normally be insured against by a prudent businessperson in connection with the risks associated with the Contract, and produce to EAAA on demand full particulars of that insurance and the receipt for the then current premium.  

12.2 The Supplier’s liabilities under the Contract shall not be deemed to be released or limited by the Supplier taking out insurance policies referred to in clause 12.2 . 

13. CONFIDENTIALITY 

13.1 Each party undertakes that it will not at any time disclose to any person any confidential information concerning the concerning the other parties’ business, affairs, clients or suppliers and any other information of a confidential nature (including all technical or commercial know-how, specifications, designs, schematics, inventions, processes or initiatives which have been disclosed by a party to the other party, its employees, agents or subcontractors), except as permitted by clause 13.2: 

13.2 Each party may disclose the other party’s confidential information: 

  • 13.2.1 to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under the Contract (each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 12.3); and 

    13.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority. 

13.3 Neither party shall use the other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract. 

14. COMPLIANCE WITH RELEVANT LAWS AND POLICIES 

14.1 In performing its obligations under the Contract, the Supplier shall: 

  • 14.1.1 comply with all applicable laws, statutes, regulations and codes from time to time in force; and 

    14.1.2 comply with the Mandatory Policies. 

15. DATA PROTECTION 

15.1 Both parties will comply with all applicable requirements of the Data Protection Legislation if and to the extent that the Data Protection Legislation applies to the Contract. 

15.2 Either party may, at any time on not less than 30 Calendar Days’ notice, revise this clause 15 by replacing it with any applicable controller to processor standard clauses or similar terms adopted by the Information Commissioner or forming part of an applicable certification scheme (which shall apply when replaced by attachment to the Contract). 

16. TERMINATION 

16.1 Without affecting any other right or remedy available to it, EAAA may terminate the Contract with immediate effect by giving written notice to the Supplier if: 

  • 16.1.1 there is a change of Control of the Supplier; or 

    16.1.2 the Supplier commits a breach of clause 14.  

16.2 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if: 

  • 16.2.1 the other party commits a material breach of any term of the Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 Calendar Days after being notified in writing to do so; 

    16.2.2 the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; 

    16.2.3 the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or 

    16.2.4 the other party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy. 

17. CONSEQUENCES OF TERMINATION 

17.1 On termination of the Contract, the Supplier shall immediately deliver to EAAA all Deliverables whether or not then complete, and return all EAAA Materials. If the Supplier fails to do so, then EAAA may enter the Supplier’s premises and take possession of them. Until they have been returned or delivered, the Supplier shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract. 

17.2 Termination of the Contract shall not affect the parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination. 

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

18. NOTICES 

18.1 A notice given under the Contract shall be in writing, sent to such addresses as specified in Order (or to such other addresses as may be notified by the parties from time to time) and shall be delivered personally, sent by email or sent by pre-paid, first-class post or recorded delivery. 

18.2 Any notice is be deemed to have been received: 

  • 18.2.1 if delivered personally, at the time of the delivery; 

    18.2.2 if sent by pre-paid first-class post or recorded delivery service, two Business Days from the date of posting; or 

    18.2.3 if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume. 

18.3 Clause 18.1 to clause 18.2 (inclusive) do not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution. 

19. GENERAL 

19.1 Neither party may assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights and obligations under the Contract without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed). 

19.2 If EAAA consents to any subcontracting by the Supplier in accordance with clause 19.1, the Supplier shall remain responsible for all the acts and omissions of its subcontractors as if they were its own. 

19.3 If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract.  

19.4 If any provision of the Contract is deemed deleted under clause 19.3 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision. 

19.5 Except as set out in clause 2.5, a waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. 

19.6 A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. 

19.7 Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party. Each party confirms it is acting on its own behalf and not for the benefit of any other person. 

19.8 The 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. 

19.9 The Supplier acknowledges and agrees that EAAA will rely upon any of the Supplier’s pre-contractual statements, representations, assurances and/or warranties (whether made innocently or negligently) that are not set out in the Contract.  

19.10 The Supplier 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.  

19.11 The Supplier agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract. 

19.12 Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract. The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person. 

19.13 Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by the parties or their authorised representatives. 

20. GOVERNING LAW AND JURISDICTION 

20.1 The Contract, and any dispute or claim (including non-contractual 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. 

20.2 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 the Contract or its subject matter or formation. 

 

Last reviewed: April 2023