Terms and Conditions


Boiswood Ltd is completely dedicated to your total satisfaction. If you have any suggestions or comments, please feel free to phone us, send us an email or alternatively you can write to:

Boiswood Ltd

Spinnaker House

Hempsted Lane



United Kingdom

Tel: +44 (0) 1452 330011

Fax: +44 (0) 1452 330088

Calls may be monitored and recorded for training purposes.

VAT Registration Number: GB123404165

Company Registration Number: 02390228

The acceptance of any Order Is on the understanding that the Purchaser agrees to the following Conditions of Sale (“Conditions”):

  1. Definitions and Interpretation:
    1. In these Conditions the following definitions apply:

      Business Day: means a day other than a Saturday, Sunday or bank or public holiday in England;

      Conditions: means Boiswood Ltd’s terms and conditions of sale set out in this document;

      Goods: any Goods and/or services agreed to be supplied to the Purchaser by Boiswood Ltd (including any parts or parts of them).

      Contract: means the agreement between Boiswood Ltd and the Purchaser for the sale and purchase of the Goods incorporating these Conditions and the Order;

      Order: Any Order placed by the Purchaser with Boiswood Ltd for the supply of Goods.

      Location: means the address or addresses for delivery of the Goods as set out in the Order

      the Purchaser: the person, firm or company who purchases Goods from Boiswood Ltd.

      Boiswood Ltd: means Boiswood Limited registered office at Unit A1, Spinnaker House, Hempsted Lane, Gloucester, GL2 5FD. Company Registration Number 02390228.

      VAT; means value added tax under the Value Added Taxes Act 1994 or any other similar sale or fiscal tax applying to the sale of the Goods.

    2. In these Conditions, unless the context requires otherwise:
      1. a reference to the Contract includes these Conditions, the Order, and their respective schedules, appendices and annexes (if any);
      2. any clause, schedule or other headings in these Conditions is included for convenience only and shall have no effect on the interpretation of the Conditions;
      3. a reference to a ‘party’ includes that party’s personal representatives, successors and permitted assigns;
      4. a reference to a ‘person’ includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns;
      5. a reference to a ‘company’ includes any company, corporation or other body corporate, wherever and however incorporated or established;
      6. a reference to a gender includes each other gender;
      7. words in the singular include the plural and vice versa;
      8. any words that follow ‘include’, ‘includes’, ‘including’, ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words;
      9. a reference to ‘writing’ or ‘written’ includes any method of reproducing words in a legible and non-transitory form;
      10. a reference to legislation is a reference to that legislation as amended, extended, re-enacted or consolidated from time to time except to the extent that any such amendment, extension or re-enactment would increase or alter the liability of a party under the Contract;
      11. a reference to legislation includes all subordinate legislation made from time to time under that legislation; and
      12. a reference to any English action, remedy, method of judicial proceeding, court, official, legal document, legal status, legal doctrine, legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to include a reference to that which most nearly approximates to the English equivalent in that jurisdiction.
  2. Application of these Conditions
    1. These Conditions apply to and form part of the Contract between Boiswood Ltd and the Purchaser to the exclusion of all other terms and condition. They supersede any previously issued terms and conditions of purchase or supply.
    2. No terms or conditions endorsed on, delivered with, or contained in the Purchaser’s purchase conditions, order, confirmation of order, specification or other document shall form part of the Contract except to the extent that Boiswood Ltd otherwise agrees in writing.
    3. No variation of these Conditions or to an Order or to the Contract shall be binding unless expressly agreed in writing and executed by a duly authorised signatory on behalf of each of Boiswood Ltd and the Purchaser respectively.
    4. Each Order by the Purchaser to Boiswood Ltd shall be an offer to purchase the Goods subject to the Contract including these Conditions.
    5. If Boiswood Ltd is unable to accept an Order, it shall notify the Purchaser as soon as reasonably practicable.
    6. The offer constituted by an Order shall remain in effect and capable of being accepted by Boiswood Ltd for 30 Calendar Days from the date on which the Purchaser submitted the Order, after which time it shall automatically lapse and be withdrawn.> Boiswood Ltd may accept or reject an Order at its discretion. An Order shall not be accepted, and no binding obligation to supply any Goods shall arise, until the earlier of:
      1. Boiswood Ltd’s written acceptance of the Order; or
      2. Boiswood Ltd dispatching the Goods or notifying the Purchaser that they are available for collection (as the case may be)
      3. Rejection by Boiswood Ltd of an Order, including any communication that may accompany such rejection, shall not constitute a counter-offer capable of acceptance by the Purchaser.
    7. Boiswood Ltd may issue quotations to the Purchaser from time to time. Quotations are invitations to treat only. They are not an offer to supply the Goods and are incapable of being accepted by the Purchaser.
  3. Marketing, Illustrations and Specifications
    1. Marketing and other promotional material relating to the Goods are illustrative only and do not form part of the Contract.
    2. Catalogues and other illustrations and specifications are subject to alteration without notice. They are not binding and are only intended to represent generally the type of Goods offered. Owing to improvement and revision of design, components may not conform to them in detail.
  4. Safe Product Selection
    1. When selecting a product or service, the total system design must be considered to ensure safe, trouble-free performance. Function, material compatibility, adequate ratings, proper installation, operation, and maintenance are the responsibility of the Purchaser and/or system designer and user. Proper installation, operation and maintenance are the responsibility of the Purchaser. Purchaser shall review all bills of materials, product information drawings, and any other Assembly documentation to verify it meets Purchasers needs.
  5. Price
    1. The Price for the Goods shall be as set out in the Order or, where no such provision is set out, as advised by Boiswood Ltd from time to time before the date the Order is placed (“the Price”).
    2. The Price is subject to confirmation on receipt of Order and is based on manufacturer's prices, freight, and insurance charges at the date of the offer.
    3. The right is reserved to amend any accidental errors and/or omissions on proposals or invoices.
    4. In cases where these conditions change between the date of the proposal and the date dispatched by us, the right is reserved to revise prices accordingly.
    5. Where under our direct control, prices given on proposals will be held firm if an Order is received within 30 days from date of proposal unless stated to the contrary.
    6. The Prices are exclusive of: packaging, delivery, insurance, shipping carriage, and all other related charges or taxes which shall be charged in addition at Boiswood Ltd’s standard rates, and VAT (or equivalent sales tax).
    7. The Purchaser shall pay any applicable VAT to Boiswood Ltd on receipt of a valid VAT invoice.
    8. Boiswood Ltd may increase the Prices at any time by giving the Purchaser not less than 15 Business Days’ notice in writing provided that the increase does not exceed 10% of the Prices in effect immediately prior to the increase.
    9. Notwithstanding clause 3.8, Boiswood Ltd may increase the Prices with immediate effect by written notice to the Purchaser where there is an increase in the direct cost to Boiswood Ltd of supplying the relevant Goods which exceeds 10% and which is due to any factor beyond the control of Boiswood Ltd.
    10. We reserve the right to apply a minimum order charge of £50.00 plus V.A.T. on any Order where the total value (after any currency adjustments) is less than this amount.
  6. Payment
    1. Boiswood Ltd shall invoice the Purchaser for the Goods, partially or in full, at any time following acceptance of the Order.
    2. The Purchaser shall pay all invoices:
      1. in full without deduction or set-off, in cleared funds within 30 days of the date of each invoice unless otherwise agreed by Boiswood in writing; and to the bank account nominated by Boiswood Ltd. Time of payment is of the essence. Where sums due under these Conditions are not paid in full by the due date: Boiswood Ltd may, without limiting its other rights, charge interest on such sums at 2.5% a year above the base rate of HSBC Bank Plc from time to time in force, and
      2. interest shall accrue on a daily basis, and apply from the due date for payment until actual payment in full, whether before or after judgment; and;
      3. a fixedpenaltyon overduepayments willbe leviedunder theterms of TheLatePayment of CommercialDebts(Interest)Act1998andanysubsequent amendmentsinforceattheinvoicedate.
  7. Currency Adjustment

    Manufacturer's recommended prices are based on GBP, Euros and/or U.S. Dollars. Should exchange rates change at any time before the date of our invoice, we reserve the right to adjust our prices by an amount proportional to the change.

  8. Duty Remission

    In certain circumstances relief from duty can be obtained. Boiswood Ltd is prepared to advise on the procedures where the duty saving is sufficient to justify the work involved.

  9. Credit limit
    1. Trade and/or bankers reference are required from Purchasers desiring to open an account.
    2. Boiswood Ltd may set and vary credit limits from time to time and withhold all further supplies if the Purchaser exceeds such credit limit.
  10. Delivery
    1. The Goods shall be delivered by Boiswood Ltd, or its nominated carrier, to the Location on the date(s) specified in the Order.
    2. Unless otherwise agreed in writing, delivery of the Goods will take place and deemed delivered upon arrival when Boiswood Ltd delivers the Goods to the carrier for delivery to the Location.
    3. Boiswood Ltd may deliver the Goods in instalments. Any delay or defect in an instalment shall not entitle the Purchaser to cancel any other instalment.
    4. The Purchaser shall not be entitled to reject a delivery of the Goods on the basis that an incorrect volume of the Goods has been supplied.
    5. The Goods may be delivered by instalments if specified in the Order. Any delay in delivery or defect in an instalment shall not entitle the Purchaser to cancel any other instalment.
    6. Delivery of the Goods shall be accompanied by a delivery note stating:
      1. the date of the Order;
      2. the product numbers, type and quantity of the Goods in the consignment; and
      3. any special handling instructions.
    7. Time of delivery is not of the essence. Boiswood Ltd shall use its reasonable endeavours to meet delivery dates but such dates are indicative only and no liability can be accepted for any loss occasioned by or consequential on the non-delivery on the expected date or delayed delivery.
    8. Boiswood Ltd shall not be liable for any delay in or failure of delivery caused by:
      1. the Purchaser’s failure to make the Location available;
      2. the Purchaser’s failure to prepare the Location as required for delivery of the Goods;
      3. the Purchaser’s failure to provide Boiswood Ltd with adequate instructions for delivery and installation or otherwise relating to the Goods;
      4. Force Majeure.
    9. In the event of shortage or error no claim can be considered unless Boiswood Ltd is notified in writing within 3 days of receipt of consignment.
    10. If the Purchaser fails to accept delivery of the Goods Boiswood Ltd shall store and insure the Goods pending delivery, and the Purchaser shall pay all reasonable storage and insurance charges.
    11. If after 10 Business Days following the due date for delivery of the Goods, the Purchaser has not taken delivery of or collected them, Boiswood Ltd may resell or otherwise dispose of the Goods without any obligation or liability to the Purchaser Boiswood Ltd shall:
      1. deduct all reasonable storage charges and costs of resale; and
      2. account to the Purchaser for any excess of the resale price over, or invoice the Purchaser for any shortfall of the resale price below, the Price paid by the Purchaser for the Goods.
  11. Risk

    Risk in the Goods shall pass to the Purchaser on delivery.

  12. Loss of Damage in Transit
    1. Insofar as is permitted by statute there is hereby excluded on our part all responsibility for loss or damage in transit once risk has passed to the Purchaser under clause 11.
    2. Both Boiswood Ltd and the carriers concerned must be advised in writing of non-delivery of Goods within 10 days of the date of our invoice, and in the case of damage within 3 days of receipt of consignment.
  13. Title
    1. Title to the Goods shall not pass to the Purchaser until Boiswood Ltd has received in full (in cash or cleared funds) all sums due to it in respect of;
      1. the Goods; and;
      2. all other sums which are, or which become due to Boiswood from the Purchaser on any account.
    2. Until title to the Goods has passed to the Purchaser, the Purchaser shall:
      1. hold the Goods on a fiduciary basis as bailee of Boiswood Ltd;
      2. store the Goods (at no cost to Boiswood Ltd) separately from all other goods of the Purchaser or any third party in such a way that they remain readily identifiable as Boiswood Ltd’s property.
      3. take all reasonable care of the Goods and keep them in the condition in which they were delivered;
      4. not destroy, deface, or obscure any identifying mark or packaging on or relating to the Goods.
      5. keep them insured to their full price for all risks on Boiswood Ltd.’s behalf (i) with a reputable insurer (ii) against all risks (iii) for an amount at least equal to their Price (iv) noting Boiswood Ltd’s interest on the policy; to the reasonable satisfaction of Boiswood Ltd.
      6. On request the Purchaser shall produce the policy of insurance to Boiswood Ltd.
      7. inform Boiswood Ltd immediately if it becomes subject to any of the events or circumstances set out in clause 20.1 and 20.2 and
      8. on reasonable notice permit Boiswood Ltd to inspect the Goods during the Purchaser’s normal business hours and provide Boiswood Ltd with such information concerning the Goods as Boiswood Ltd may request from time to time.
    3. If, at any time before title to the Goods has passed to the Purchaser, the Purchaser informs Boiswood Ltd, or Boiswood Ltd reasonably believes, that the Purchaser has or is likely to become subject to any of the events specified in clauses 20.1 and 20.2 Boiswood Ltd may:
      1. require the Purchaser at the Purchaser’s expense to re-deliver the Goods to Boiswood Ltd; and
      2. if the Purchaser fails to do so promptly, enter any premises where the Goods are stored and repossess them.
  14. Amendments, Cancellation and Return

    Whilst every effort will be made to meet the Purchaser's individual requirements, amendment, cancellation or return of any Order or part thereof can only be accepted by agreement. In the case of assemblies, following placement of a purchase order or signing of a Quotation document any modification to an assembly required by the Purchaser may result in additional charges. Should Purchaser cancel after acceptance of quotation or placement of a purchase order, Purchaser shall pay for the materials and work carried out on the assembly up to the time of cancellation; the sum to be paid shall not exceed the amount quoted for the assembly.

  15. Return Policies
    1. The sealed packages in which products are shipped, maintain cleanliness, and facilitate traceability of the contents. They are part of the products specification and Q.A. Procedures. Returned items will not be accepted for credit if the return is made more than 90 days after delivery, or the packages are opened, damaged or missing. Standard price list items may, at our discretion, be returned for credit subject to a minimum restocking/re-inspection charge to be advised prior to acceptance of the return. Prior approval for all returns must be obtained from our customer service dept. All returns are subject to re­ inspection asperourQuality Assurance Procedures.
    2. Items marked *SPECIAL* on the covering paperwork are non-standard and therefore non-cancellable and non-returnable.
  16. Warranty
    1. Boiswood Ltd offers no warranty beyond that which may be offered by the manufacturer of the Goods. This includes, that the Goods shall, for a period of three months from delivery (the Warranty Period):
      1. conform in all material respects to the Order;
      2. be free from material defects in design, material and workmanship; and
      3. be of satisfactory quality within the meaning of the Sale of Goods Act 1979.
    2. Any Goods sold from stock by Boiswood is subject to a limited factory warranty.
    3. Assemblies are warranted for a period of one year for defects in material and workmanship.
    4. The Purchaser warrants that it has provided Boiswood Ltd in writing with all relevant, full and accurate information as to the Purchaser’s business and needs.
    5. As the Purchaser’s sole and exclusive remedy, Boiswood Ltd shall, at its option, contact the manufacturer to repair, replace, or refund the Price of any of the Goods that do not comply with clause 16.1, provided that the Purchaser:
      1. serves a written notice on Supplier:
      2. during the Warranty Period in the case of defects discoverable by a physical inspection; or
      3. in the case of latent defects, within one month from the date on which the Purchaser became aware (or should reasonably have become aware) of the defect;
      4. provides Boiswood Ltd with sufficient information as to the nature and extent of the defects and the uses to which the Goods had been put prior to the defect arising;
      5. gives Boiswood Ltd and the manufacturer a reasonable opportunity to examine the defective Goods; and
      6. returns the defective Goods to Boiswood Ltd and/or manufacturer at the Purchaser’s expense.
    6. Boiswood Ltd shall not be liable for any failure of the Goods to comply with clause 16.1:
      1. where such failure arises by reason of wear and tear, wilful damage, negligence, or could be expected to arise in the normal course of use of the Goods;
      2. to the extent caused by the Purchaser’s failure to purchase and/or comply with Boiswood Ltd’s and/or manufacturer’s instructions in relation to the Goods, including any instructions on installation, operation, storage or maintenance;
      3. to the extent caused by Boiswood Ltd following any specification, instruction or requirement of or given by the Purchaser in relation to the Goods;
      4. where the Purchaser modifies any Goods;
      5. were the Purchaser uses any of the Goods after notifying Boiswood Ltd that they do not comply with clause
    7. Except as set out in this clause:
      1. Boiswood Ltd gives no warranties and makes no representations in relation to the Goods; and
      2. shall have no liability for their failure to comply with the warranty in clause 16.1 and all warranties and conditions (including the conditions implied by ss 13–15 of the Sale of Goods Act 1979), whether express or implied by statute, common law or otherwise are excluded to the extent permitted by law.
  17. Indemnity and insurance
    1. The Purchaser shall indemnify Boiswood Ltd from and against any losses, damages, liability, costs (including legal fees) and expenses which Boiswood Ltd may suffer or incur directly or indirectly from the Purchaser’s breach of any of its obligations under the Contract.
    2. The Purchaser shall have in place contracts of insurance with reputable insurers incorporated in the United Kingdom or such other country by agreement in writing with Boiswood Ltd to cover its obligations under the Contract. On request, the Purchaser shall supply (so far as is reasonable) evidence of the maintenance of the insurance and all of its terms from time to time applicable.
  18. Limitation of liability
    1. The extent of the parties’ liability under or in connection with the Contract (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause 18.
    2. Subject to clauses 18.5 and 18.6 Boiswood Ltd’s liability;
      1. shall not exceed the purchase price of the Goods or service paid by the Purchaser shall not be liable for consequential, indirect or special losses.
      2. shall not be liable for any of the following (whether direct or indirect):
        1. loss of profit
        2. loss of revenue;
        3. loss or corruption of software or systems;
        4. loss or damage to equipment;
        5. loss of use;
        6. loss of production;
        7. loss of contract;
        8. loss of commercial opportunity
        9. loss of savings, discount or rebate (whether actual or anticipated);
        10. harm to reputation or loss of goodwill; and/or
        11. wasted expenditure.
    3. The limitations of liability set out in clauses 18.2 and 18.4 shall not apply in respect of any indemnities given by either party under the Contract.
    4. Notwithstanding any other provision of the Contract, the liability of the parties shall not be limited in any way in respect of the following:
      1. death or personal injury caused by negligence;
      2. fraud or fraudulent misrepresentation;
      3. any other losses which cannot be excluded or limited by Applicable Law;
  19. Force Majeure

    Should delivery be delayed or Boiswood Ltd is unable to deliver the Goods or services due to acts beyond its reasonable control, 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 or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, Boiswood Ltd shall not be liable for any late delivery charges, liquidated damages, or other claims for any failure or omission in the performance of these terms and conditions. Boiswood Ltd shall give prompt notice of either the circumstances causing the delay and best estimate as to the expected period of the delay, or of notice that the Goods or service are undeliverable.

  20. Termination
    1. Boiswood Ltd may terminate the Contract at any time by giving notice in writing to the Purchaser if:
      1. the Purchaser commits a material breach of the Contract and such breach is not remediable;
      2. the Purchaser commits a material breach of the Contract which is not remedied within 14 Business Days of receiving written notice of such breach;
      3. the Purchaser has failed to pay any amount due under the Contract on the due date and such amount remains unpaid 30 days after the date that Boiswood Ltd has given notification to the Purchaser that the payment is overdue; or
      4. any consent, licence or authorisation held by the Purchaser is revoked or modified such that the Purchaser is no longer able to comply with its obligations under the Contract or receive any benefit to which it is entitled.
    2. Boiswood Ltd may terminate the Contract at any time by giving notice in writing to the Purchaser if the Purchaser:
      1. stops carrying on all or a significant part of its business, or indicates in any way that it intends to do so;
      2. is unable to pay its debts either within the meaning of section 123 of the Insolvency Act 1986 or if Boiswood Ltd reasonably believes that to be the case;
      3. becomes the subject of a company voluntary arrangement under the Insolvency Act 1986;
      4. becomes subject to a moratorium under Part A1 of the Insolvency Act 1986;
      5. becomes subject to a restructuring plan under Part 26A of the Companies Act 2006;
      6. becomes subject to a scheme of arrangement under Part 26 of the Companies Act 2006;
      7. has a receiver, manager, administrator or administrative receiver appointed over all or any part of its undertaking, assets or income;
      8. has a resolution passed for its winding up;
      9. has a petition presented to any court for its winding up or an application is made for an administration order, or any winding-up or administration order is made against it;
      10. is subject to any procedure for the taking control of its goods that is not withdrawn or discharged within seven days of that procedure being commenced;
      11. has a freezing order made against it;
      12. is subject to any recovery or attempted recovery of items supplied to it by a supplier retaining title to those items;
      13. is subject to any events or circumstances analogous to those in this clause in any jurisdiction
    3. Boiswood Ltd may terminate the Contract any time by giving not less than four weeks’ notice in writing to the Purchaser if the Purchaser undergoes a change of Control or if it is realistically anticipated that it shall undergo a change of Control within two months.
    4. The right of Boiswood Ltd to terminate the Contract pursuant to clause 20.2 shall not apply to the extent that the relevant procedure is entered into for the purpose of amalgamation, reconstruction or merger (where applicable) of the Purchaser where the amalgamated, reconstructed or merged entity agrees to adhere to the Contract.
    5. If the Purchaser becomes aware that any event has occurred, or circumstances exist, which may entitle Boiswood Ltd to terminate the Contract under this clause 20, it shall immediately notify Boiswood Ltd in writing.
    6. Termination or expiry of the Contract shall not affect any accrued rights and liabilities of Boiswood Ltd at any time up to the date of termination.
  21. Notices
    1. Any notice given by a party under these Conditions shall:
      1. be in writing and in English;
      2. be signed by, or on behalf of, the party giving it except for notices sent by email; and
      3. be sent to the relevant party at the address set out in the Order.
    2. Notices may be given, and are deemed received:
      1. by hand: on receipt of a signature at the time of delivery;
      2. by Royal Mail Recorded Signed For post: at 9.00 am on the second Business Day after posting;
      3. by Royal Mail International Tracked & Signed post: at 9.00 am on the fourth Business Day after posting;
      4. by fax: on receipt of a transmission report from the correct number confirming uninterrupted and error-free transmission; and
      5. by email on receipt of a delivery receipt email from the correct address.
    3. This clause does not apply to notices given in legal proceedings or arbitration.
  22. Cumulative remedies

    The rights and remedies provided in the Contract for Boiswood Ltd only are cumulative and not exclusive of any rights and remedies provided by law.

  23. Assignment

    The Purchaser may not assign, subcontract or encumber any right or obligation under the Contract, in whole or in part, without Boiswood Ltd’s prior written consent, which it may withhold or delay at its absolute discretion.

  24. Set-off
    1. Boiswood Ltd shall be entitled to set-off under the Contract any liability which it has or any sums which it owes to the Purchaser under the Contract.
    2. The Purchaser shall pay all sums that it owes to Boiswood Ltd under the Contract without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.
  25. No partnership or agency

    The parties are independent persons and are not partners, principal and agent or employer and employee and the Contract does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. None of the parties shall have, nor shall represent that they have, any authority to make any commitments on the other party’s behalf.

  26. Equitable relief

    The Purchaser recognises that any breach or threatened breach of the Contract may cause Boiswood Ltd irreparable harm for which damages may not be an adequate remedy. Accordingly, in addition to any other remedies and damages available to Boiswood Ltd, the Purchaser acknowledges and agrees that Boiswood Ltd is entitled to the remedies of specific performance, injunction and other equitable relief without proof of special damages.

  27. Variation

    No variation of the Contract shall be valid or effective unless it is in writing, refers to the Contract and these Conditions and is duly signed or executed by, or on behalf of, each party.

  28. Severance
    1. If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of the Contract shall not be affected.
    2. If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with the minimum such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion or modification, the parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision.
  29. Waiver
    1. No failure, delay or omission by Boiswood Ltd in exercising any right, power or remedy provided by law or under the Contract shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.
    2. No single or partial exercise of any right, power or remedy provided by law or under the Contract by Boiswood Ltd shall prevent any future exercise of it or the exercise of any other right, power or remedy by Boiswood Ltd.
    3. Any waiver by Boiswood Ltd of any breach of, or any default under, any provision of these terms and conditions by the Purchaser shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other provisions of these terms and conditions.
  30. Entire agreement
    1. The parties agree that the Contract constitutes the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.
    2. Each party acknowledges that it has not entered into the Contract in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in the Contract. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in the Contract.
  31. Conflicts within contract

    If there is a conflict between the terms contained in the Conditions and the terms of the Order, schedules, appendices or annexes to the Contract, the terms of the Conditions shall prevail to the extent of the conflict.

  32. Third party rights

    The parties do not intend that any term of these terms and conditions shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to them.

  33. Governing law

    The Contract and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.

  34. Jurisdiction

    The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, the Contract, its subject matter or formation (including non-contractual disputes or claims).