1. INTERPRETATION
1.1 In these Conditions, the following definitions apply:
“Business Day” shall mean a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
“Buyer” shall mean the person firm or company to whom the Seller agrees to sell or supply the Goods.
"Conditions” shall mean these terms and conditions as amended from time to time in accordance with Condition 15.10;
“Contract” shall mean the contract between the Seller and the Buyer for the sale and purchase of the specific Goods set out in the relevant Order Confirmation, in accordance with these Conditions.
“Goods” shall mean the whole or any part of the articles equipment or other things which the Seller agrees to sell or supply, as set out in the Order Confirmation.
“Intellectual Property Rights” shall mean patents, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks 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.
“Order” shall mean the Buyer’s acceptance of the Seller's quotation.
“Order Confirmation” means the Seller’s written acceptance of an Order.
“Seller” shall mean REGALTAGS Global Limited, a company registered in England and Wales with number 08924474.
1.2 These Conditions supersede any earlier Conditions of the Seller.
1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.4 A reference to a party includes its successors and permitted assigns.
1.5 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.
1.6 Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.
1.7 A reference to writing or written excludes fax but not email.
1.8 Headings are included for reference only and do not affect the construction of these Conditions.
2. CONTRACT
2.1 The Order constitutes an offer by the Buyer to purchase Goods in accordance with these Conditions.
2.2 No Order from the Buyer for Goods shall be binding on the Seller unless and until the Seller has issued an Order Confirmation or (if earlier) the Seller delivers the Goods to the Buyer.
2.3 These Conditions shall apply to each Contract between Seller and Buyer and shall take precedence over any other conditions contained on or in any Order from the Buyer, letter, acceptance form, receipt, purchase order or similar received by the Seller or stipulated, incorporated or referred to by the Buyer in any purchase order, communication or negotiations, practice, or course of dealing in connection with the Goods ordered. The Buyer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Buyer that is inconsistent with these Conditions.
3. QUOTATIONS
3.1 Any quotation by the Seller is not an offer for sale and is subject to withdrawal or amendment at any time. Quoted prices are subject to adjustment and unless specifically stipulated otherwise in the Contract the price charged shall be that ruling at date of despatch.
3.2 Quoted prices are exclusive of: (i) Value Added Tax or any other Government tax or levy; and (ii) the costs and charges of packaging, insurance and transport of the Goods, which shall be charged at the prevailing rate and invoiced to the Buyer.
3.3 Information and advice given by the Seller whether verbally or in writing or in technical literature is given in good faith but is not binding on the Seller.
3.4 Samples may be provided by the Seller to help understanding and visualisation of the Goods, but they shall be regarded as approximate representations only and not form part of the Contract unless specifically stated otherwise in writing by the Seller.
3.5 The policy of the Seller is one of continuous improvement of its products and specifications and therefore the final delivered Goods may differ in detail from those given in the Seller’s published information.
4. DELIVERY
4.1 The Seller shall deliver the Goods in accordance with the delivery terms and to the location set out in the Order Confirmation.
4.2 Delivery to a carrier or any person firm or company acting on the Buyer’s behalf shall constitute delivery to the Buyer.
4.3 Any dates quoted for delivery of the Goods are estimates only and the Seller shall not be Iiable for the consequences of any delay. Time shall not be of the essence of the Contract unless explicitly agreed in writing between the parties.
4.4 The Seller shall not be liable for any delay in or failure to deliver the Goods that is caused by a Force Majeure Event or the Buyer's failure to provide the Seller with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.5 Delivery may be made in instalments. Any delay in delivery or defect or failure in any one instalment shall not entitle the Buyer to amend or cancel any of the remaining instalments.
4.6 Any claim by the Buyer regarding any damage or partial loss of Goods on delivery and/or arising in transit must be made in writing to the Seller within three (3) Business Days of the date of delivery and claims for non-delivery within ten (10) Business Days of the delivery date for the relevant Goods.
4.7 If the Seller fails to deliver the Goods, its liability shall be limited to the reimbursement of any advance payments made by the Buyer to the Seller.
4.8 If the Buyer fails to take delivery of the Goods (whether on collection from the Seller’s premises or otherwise at the location set out in the Order Confirmation) within three (3) Business Days of the Seller notifying the Buyer that the Goods are ready, then except where such failure or delay is caused by a Force Majeure Event or by the Seller's failure to comply with its obligations under the Contract in respect of the Goods:
4.8.1 delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day following the day on which the Seller notified the Buyer that the Goods were ready; and
4.8.2 the Seller shall store the Goods until actual delivery takes place and be entitled to charge the Buyer for all related costs and expenses (including insurance).
4.9 If five (5) Business Days after the day on which the Seller notified the Buyer that the Goods were ready for delivery the Buyer has not accepted actual delivery of them, the Seller may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Buyer for any excess over the price of the Goods or charge the Buyer for any shortfall below the price of the Goods.
4.10 Following the supply of any Goods, or in connection with any Goods previously supplied under a Contract, the Seller may, in its sole discretion and without prejudice to the Buyer’s obligation to pay for the Goods, offer to the Buyer an option to return to the Seller any Goods previously supplied which are no longer required or are past their working life and require recycling (‘Expired Goods’). If the Seller provides such an option, the Buyer shall:
4.10.1 be responsible for all costs of return transportation of the Expired Goods to the Seller’s premises;
4.10.2 warrant that the Expired Goods are non-hazardous and will not endanger any person; and
4.10.3 shall indemnify the Seller against any and all liabilities, costs, expenses, damages and losses suffered or incurred by the Seller in connection with dealing with the Expired Goods, including any breach of Condition 4.10.2 or any other claim made against the Seller in respect of the Expired Goods. This Condition 4.10.3 shall survive termination or expiry of the Contract.
5. RISK AND TITLE
5.1 The risk in the Goods shall pass to the Buyer at the time of delivery in accordance with Condition 4.
5.2 Title to the Goods shall not pass to the Buyer until the Seller has received payment in full (in cash or cleared funds) in respect of all monies owed by the Buyer to the Seller on any account whatsoever.
5.3 Until title in the Goods passes to the Buyer in accordance with Condition 2, the Buyer shall:
5.3.1 store the Goods separately from all other goods held by the Buyer so that they remain readily identifiable as the Seller’s property;
5.3.2 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
5.3.3 maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
5.3.4 notify the Seller immediately if it becomes subject to any of the events listed in Condition 10.2.2 to Condition 10.2.4; and
5.3.5 give the Seller such information as the Seller may reasonably require from time to time relating to:
5.3.5.1 the Goods; and
5.3.5.2 the ongoing financial position of the Buyer.
5.4 At any time prior to title in the Goods passing to the Buyer, or if the Buyer becomes subject to any of the events listed in Condition 10.2.2 to Condition 10.2.4, the Seller may:
5.4.1 require the Buyer to deliver up all Goods in its possession, including any that have not been resold or irrevocably incorporated into another product; and
5.4.2 if the Buyer fails to deliver up promptly in accordance with Condition 4.1, enter any premises of the Buyer or of any third party where the Goods are stored in order to recover them.
5.5 This Condition 5 shall survive termination or expiry of the Contract.
6. PAYMENT
6.1 The price of the Goods shall be the price set out in the relevant Order Confirmation. The price of the Goods excludes Value Added Tax or any other Government tax or levy and any packaging, insurance or transportation costs, which will be separately itemised and chargeable.
6.2 The Seller reserves the right to invoice the Buyer in full at the time of Order Confirmation or on delivery of the Goods.
6.3 Subject to Condition 4 below or any different payment terms set out in the Order Confirmation, the Buyer shall pay each invoice submitted by the Seller within thirty (30) days of the date of the relevant invoice in full and cleared funds to a bank account nominated in writing by the Seller.
6.4 A credit account may be opened by the Buyer at the Seller’s discretion following appropriate credit checks and approval of references. Credit terms will be net 30 days from date of invoice unless varied in writing by agreement between Seller and Buyer. The Seller reserves the right to withdraw credit facilities at any time without explanation. Upon such withdrawal, any outstanding invoices shall be payable in accordance with Condition 3.
6.5 If delivery is made in instalments the Seller shall be entitled to invoice each instalment separately and to receive payment by the due date for each invoice separately in accordance with Condition 6.3.
6.6 If the Buyer fails to make any payment due under the Contract in full by the due date then, without limiting the Seller’s remedies, the Seller shall have the right to charge interest on the amount outstanding at the rate of 4% a year above the Bank of England’s base rate (but at 4% a year for any period when the base rate is below 0%) calculated on a daily accruing basis from the due date until the actual date of payment (whether before or after judgment).
6.7 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
7. GOODS MADE TO BUYER’S SPECIFICATION
7.1 When Goods are made to the Buyer’s specification, whether using any tool made available on the Seller’s website or otherwise:
7.1.1 the Buyer shall be responsible for the accuracy and completeness of the specification; and
7.1.2 the Seller will furnish a proof for Buyer’s approval and thereafter no responsibility will be accepted for errors not corrected by the Buyer and such errors shall not be deemed defective Goods.
7.2 The Buyer warrants that manufacture to the Buyer’s specification (including any designs, logos or other intellectual property contained in such specification) will not place the Seller in any actual or alleged infringement of a third party’s intellectual property rights (including without limit any patent, registered or unregistered design or trademark or other right) and the Buyer shall indemnify the Seller against any and all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by the Seller in connection with any such claim made against the Seller for an actual or alleged infringement. This Condition 7.2 shall survive termination or expiry of the Contract.
7.3 Where the Buyer’s specification requires a special tool or equipment to be procured or manufactured by the Seller in order to complete the supply of the Goods, the Seller shall be entitled to include a charge in the relevant invoice for the cost of such procurement or manufacture, provided that the Seller shall retain all title and ownership in the tool or equipment (notwithstanding any payment made by the Buyer) and the Seller shall be permitted to the fullest extent to use such tool or equipment in its business as it may require.
7.4 All reasonable care is taken to check for and eliminate errors arising from sequential numbering or inserting information provided by the Buyer on or into Goods. It remains the Buyer’s responsibility, either prior to or at the time of use, to check the correct numbering and information of the Goods being used, in particular to avoid any duplication of numbers.
7.5The Seller reserves the right to amend the Buyer’s specification if required by any applicable statutory or regulatory requirement, and the Seller shall advise the Buyer of such amendments.
8. WARRANTIES
8.1 The Seller warrants that on delivery and for a period of 12 months from the date of delivery (the “Warranty Period”) the Goods shall:
8.1.1 comply in all material respects with any specification provided in writing by the Seller; and
8.1.2 be free from material defects in design, material and workmanship.
8.2 The Seller gives no warranty that the Goods are suitable for any particular purpose or for use under any specific conditions.
8.3 For any Goods not of Seller’s manufacture the Seller:
8.3.1 will to the extent it is able to pass on the benefit of any warranty provided by the Seller’s supplier; and
8.3.2 gives no assurance or guarantee that the sale or use of the Goods will not infringe patent copyright or other industrial or intellectual property rights of any third party.
8.4 Any claim by the Buyer regarding quality of the Goods shall be made during the Warranty Period in writing to the Seller within twenty (20) Business days from the date the alleged defect is discovered. No claim will be accepted if received by the Seller after the end of the Warranty Period.
8.5 Following receipt of an alleged defect claim in accordance with Condition 8.3 above, at Seller’s request the Buyer shall return the affected Goods to the Seller for examination. In the event of a defect, the Seller shall in its sole discretion repair or replace the defective Goods or refund part or all of the price paid by the Buyer for the defective Goods.
8.6 The Seller shall not be liable for any failure of the Goods to comply with the warranty set out in Condition 8.1 above if:
8.6.1 the Goods have been modified, altered, repaired or processed in any way;
8.6.2 the Buyer continues to use the Goods after making the claim in accordance with Condition 8.3 above;
8.6.3 the defect arises because of unsatisfactory storage or handling by or on behalf of the Buyer, including any failure to follow any written instructions from the Seller or, if there are no instructions, good trade practice regarding the same;
8.6.4 the defect arises as a result of the Seller following any drawing, design or specification supplied by the Buyer; or
8.6.5the defect arises as a result of fair wear and tear, wilful damage, negligence or abnormal storage, adverse environment or working conditions.
8.7 Any repair, replacement or refund referred to in this Condition 8 shall be the Buyer’s sole and exclusive remedy in relation to any claims it may have arising out of or in respect of any defects caused by the Seller breaching any warranty given in relation to the quality of the Goods, whether such claims are based in contract, equity, indemnity, warranty, tort (including negligence), strict liability or otherwise.
8.8 The warranties set out in this Condition 8 shall be limited to the express terms above. No implied, statutory or common law warranty or condition of merchantability or fitness for a particular purpose or use (including the terms implied by sections 13 to 15 of the Sale of Goods Act 1979) shall apply and are, to the fullest extent permitted by law, excluded.
8.9 The warranties set forth in these Conditions are the sole and exclusive warranties provided by the Seller with respect to the provision of Goods and no other warranty shall apply to the Goods. These Conditions shall apply to any repaired or replacement Goods supplied by the Seller.
8.10 This Condition 8 shall survive the termination or expiry of the Contract.
9. LIMITATION OF LIABILITY
9.1 Nothing in a Contract or these Conditions limits or excludes any liability which cannot legally be limited or excluded, including liability for:
9.1.1 death or personal injury caused by negligence;
9.1.2 fraud or fraudulent misrepresentation;
9.1.3 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; or
9.1.4 defective products under the Consumer Protection Act 1987.
9.2 Subject to Condition 9.1 above, the Seller’s total liability on all claims of any kind, whether arising as a result of breach of contract, warranty, indemnity, tort (including negligence), strict liability or otherwise out of the performance or breach of the Contract shall not exceed the total price of the Goods supplied under the relevant Order Confirmation.
9.3 Subject to Condition 9.1 above, the Seller shall have no liability in relation to any and all of the following types of loss, whether arising as a result of breach of contract, warranty, indemnity, tort (including negligence), strict liability or otherwise:
9.3.1 loss of profits;
9.3.2 loss of sales or business;
9.3.4 loss of agreements or contracts;
9.3.4 loss of anticipated savings;
9.3.5 loss of use or corruption of software, data or information;
9.3.6 loss of or damage to goodwill; and
9.3.7 indirect or consequential loss.
9.4 This Condition 9 shall survive termination or expiry of the Contract.
10. CANCELLATION AND TERMINATION
10.1 The Seller reserves the right to refuse cancellation of any Order (either before or after issuing Order Confirmation)including in the case of Goods ready for despatch, in transit or in the process of manufacture. If the Seller accepts cancellation of any Order or instalment of any Order, the Buyer will be liable for immediate payment on demand of all costs and expenses reasonably incurred by the Seller up to and including the time of cancellation.
10.2 Without affecting any other right or remedy available to it, the Seller may terminate the Contract with immediate effect by giving written notice to the Buyer if:
10.2.1 the Buyer commits a material breach of any term of the Contract and (if such breach is remediable) fails to remedy that breach within a period of ten (10) Business Days after being notified in writing to do so;
10.2.2 the Buyer 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;
10.2.3 the Buyer suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
10.2.4 the Buyer’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.
10.3 Without affecting any other right or remedy available to it, the Seller may:
10.3.1 suspend all further deliveries of Goods under the Contract or any other contract between the Buyer and the Seller if the Buyer fails to pay any amount due under the Contract on the due date for payment, the Buyer becomes subject to any of the events listed in Condition 10.2.2 to Condition 10.2.4, or the Seller reasonably believes that the Buyer is about to become subject to any of them; and
10.3.2 terminate the Contract with immediate effect by giving written notice to the Buyer if the Buyer fails to pay any amount due under the Contract on the due date for payment.
10.4 On termination of the Contract:
10.4.1 the Buyer shall immediately pay to the Seller all of the Seller’s outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, the Seller shall submit an invoice, which shall be payable by the Buyer immediately on receipt; and
10.4.2 the Buyer shall return all Goods which have not been fully paid for. If the Buyer fails to do so, then the Seller may enter the Buyer’s premises and take possession of them. Until they have been returned, the Buyer shall be solely responsible for their safe keeping in accordance with Condition 3 and will not use them for any purpose not connected with this Contract.
10.5 Termination or expiry of the Contract shall not affect any rights, remedies, obligations and liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
10.6 Any provision of the Contract that expressly or by implication is intended to have effect after termination or expiry shall continue in full force and effect. This Condition 10 shall survive termination or expiry of the Contract.
11. FORCE MAJEURE
11. For the purposes of the Contract, “Force Majeure Event” shall be defined as any circumstances, whether foreseen or unforeseen, beyond the reasonable control of the Seller, including, but not limited to:
11.1.1 Acts of God, earthquakes, hurricanes, floods, tsunamis, monsoons, volcanic eruptions, typhoons or other severe weather conditions;
11.1.2 Strikes, lock-outs or other industrial disputes;
11.1.3 Fires and explosions;
11.1.4 Discharge of any toxic contaminated or hazardous materials on or near to the Seller’s or Buyer’s site;
11.1.5 Compliance with any law or governmental order, rule, regulation or direction or the effect of any action or failure to act of public services or government authorities;
11.1.6 Epidemic or pandemic
11.1.7 Acts of war (whether declared or not), sabotage, blockades, embargoes, invasions, insurrection, riots, breach of peace, mobilization, requisition, acts of emergency, terrorism and the threat of those acts;
11.1.8 Transportation interruptions or delays;
11.1.9 Shortage of materials or default of suppliers or subcontractors; or
11.1.10 Interruption or failure of utility services.
11.2 The Seller shall not be liable to the Buyer as a result of any delay or failure to perform its obligations under the Contract as a result of a Force Majeure Event.
11.3 If the Force Majeure Event prevents the Seller from providing any of the Goods for more than sixty (60) Business Days, the Seller shall, without limiting its other rights or remedies, have the right to terminate the Contract immediately by giving written notice to the Buyer.
12. INTELLECTUAL PROPERY RIGHTS
12.1 All Intellectual Property Rights in or arising out of or in connection with the Goods, including any materials, documents, proofs, designs or layouts created by the Seller (other than Intellectual Property Rights in any materials provided by the Buyer) shall be owned by the Seller.
12.2 The Buyer grants the Seller a fully paid-up, non-exclusive, royalty-free non-transferable licence to copy and modify any materials provided by the Buyer to the Seller (including any Buyer specification, logos, designs or layouts) for the term of the Contract for the purpose of providing the Goods to the Buyer.
12.3 This Condition 12 shall survive termination or expiry of the Contract.
13. CONFIDENTIALITY
13.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by Condition 2.
13.2 Each party may disclose the other party's confidential information:
13.2.1 to its employees, officers, representatives, contractors or subcontracts or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with the Contract. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this Condition 13; and
13.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
13.3 No party shall use any 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
13.4 This Condition 13 shall survive termination or expiry of the Contract.
14. GOVERNING LAW
14.1 The Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including noncontractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
14.2 Each party irrevocably agrees 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 or its subject matter or formation (including non-contractual disputes or claims).
15. GENERAL
15.1 The Buyer shall not, without the Seller’s prior written consent, assign, transfer or sub-contract any of its rights or obligations under this Contract.
15.2 The Seller may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.
15.3 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. 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.
15.4 Notices:
15.4.1 Any notice given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case).
15.4.2 Any notice shall be deemed to have been received:
15.4.2.1 if delivered by hand, at the time the notice is left at the proper address; or
15.4.2.2 if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting.
15.4.3 This Condition does 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.
15.5 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. If any provision or part provision of the Contract is deemed deleted under this Condition, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the commercial result of the original provision.
16.6 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. 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.
15.7 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.
15.8 Unless it expressly states otherwise, the Contract does not and is not intended to give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
15.9 The Contract constitutes the entire agreement between the parties. Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
15.10 Except as set out in these Conditions, no variation of the Contract shall be effective unless it is agreed in writing and signed by the parties (or their authorised representatives). For the purposes of this Condition writing shall not include email unless the Seller expressly agrees otherwise.