Nationwide Pathology Limited’s Standard Business Terms and Conditions
- In these Conditions, the following definitions apply:
Person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
Contract: the contract between the Supplier and the Client for the supply of Services in accordance with these Terms and Conditions.
Client: any Person, company, partnership or agent (including the Client’s patient and/or client) that purchases or orders, Services, or Supplier Materials, and for whom the Supplier has agreed to provide the Services.
Courier Fees: all fees levied by a courier to the Supplier for delivery of Supplier Materials to the Client.
Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
Phlebotomist: person, company, clinic or agent referred, recommended, employed, contracted or engaged by the Supplier or the Client to facilitate phlebotomy.
Supplier: Nationwide Pathology Limited registered in England and Wales with company number 07427189.
Supplier Materials: all Triple Kits, Single Kits, Quantiferon Kits, Urine Kits and Stool Kits provided by the Supplier to the Client.
Triple Kit means 3 x blood sampling collection tubes in a plastic Medipak, 1 x Needle Pack, 1 x Request Form and 1 x Pre-paid envelope.
Single Kit means 1 x blood sampling collection tube in a plastic Medipak, 1 x Needle Pack, 1 x Request Form and 1 x Pre-paid envelope.
Quantiferon Kit means 4 x TB Quantiferon Gold blood sampling collection tubes in a protective box, 1 x Needle Pack, 1 x Request Form and 1 x Pre-paid envelope.
Urine Kit means 1 x urine collection container in a plastic Medipak, 1 x Request Form and 1 x Pre-paid envelope.
Stool Kit means 1 x stool collection container in a plastic Medipak, 1 x Request Form and 1 x Pre-paid envelope.
Needle Pack means 1 x Vacuette complete plus shield, 1 x Steret, 1 x cotton wool ball and 1 x plaster.
Sample: a sample provided by the Client to the Supplier for investigation.
Services: the request for Supplier Materials, the conduct of a Test specified in the Supplier’s Request Form (or any other test carried out by the Supplier on the Sample whether requested by the Client or not) submitted by the Client and accepted by the Supplier, and/or such other services as the Supplier has agreed to supply to the Client either verbally or made in writing.
Test: a laboratory test carried out by the Supplier or the Supplier’s agent on any Sample supplied by a Client
a) Reference to a party includes its personal representatives, successors or permitted assigns;
b) reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
c) any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
d) a reference to writing or written includes faxes and e-mails.
2. Basis of Contract
2.1 The request for Supplier Materials or a Test or the sending of a Sample to the Supplier constitutes an offer by the Client to purchase Services from the Supplier in accordance with these Conditions (Order).
2.2 The Order shall only be deemed to be accepted when the Supplier accepts at which point and on which date the Contract shall come into existence (Commencement Date).
2.3 The Contract constitutes the entire agreement between the parties. The Client acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Supplier, which is not set out in the Contract. Any samples, drawings, descriptive matter or advertising issued by the Supplier, and any descriptions or illustrations contained in the Supplier’s catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or any other contract between the Supplier and the Client for the supply of the Services.
2.4 These Terms apply to the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.5 Any quotation given by the Supplier shall not constitute an offer, and is only valid for a period of 20 days from its date of issue.
2.6 The Client agrees that, if there are two or more Clients, then each Client is jointly and severally liable to the Supplier.
3.1 The Supplier warrants that services will be provided with reasonable skill and care and in accordance with its usual quality assurance standards; and
3.2 That the staff employed by the Supplier providing the Services will be suitably skilled and experienced to the satisfaction of the Supplier.
3.3 The Client impliedly and expressly acknowledges that, except as expressly provided in these terms, the Supplier gives no warranties or representations to the Client (whether express or implied) in respect of the Services. In particular, whilst every effort is made to achieve the turn-around times quoted by the Supplier for the conduct of Tests, no warranty or guarantee is given that such turn-around times will be achieved in any particular instance. The Supplier accepts no liability whatsoever for any loss incurred by the Client for such an occurrence.
3.4 The Supplier accepts no liability for any inaccuracy or error in any Test or report thereon nor for any consequences of such errors or defects, and the Client shall indemnify and hold harmless the Supplier, its respective directors, officers, employees and agents in respect of all liabilities, costs, claims, loss, damage, demands, action and expenses (to include any settlements or ex-gratia payments and reasonable legal and expert costs and expenses) arising directly or indirectly from any breach of the Services.
3.5 The Client impliedly and expressly acknowledges that, except as expressly provided in these terms, the Supplier gives no warranties or representations (whether express or implied) in respect of any Phlebotomist engaged, employed, referred or recommended by the Supplier. Further, the Supplier accepts no liability for any injury, damage, or loss however so incurred by the Client when using the Phlebotomist.
3.6 The Phlebotomist impliedly and expressly acknowledges that in carrying out the phlebotomy, except as expressly provided in these terms, that the Supplier gives no warranties or representations (whether express or implied) in respect of the Client. Further, the Supplier accepts no liability for any injury, damage, or loss however so incurred by the Phlebotomist when engaged in (or travelling to) phlebotomy services for, or on referral from, the Supplier.
3.7 The Phlebotomist warrants that services will be provided with reasonable skill and care and in accordance with its usual quality assurance standards and if required by law the Phlebotomist shall obtain CQC Registration; and
3.8 That any staff employed by the Phlebotomist will be suitably skilled and experienced and if required by law shall obtain CQC Registration.
3.9 Upon the Commencement Date, the Sample relating thereto automatically becomes the sole property of the Supplier and it may be destroyed or disposed of by the Supplier unless otherwise agreed in writing between the Client and the Supplier beforehand.
3.10 The Client shall notify the Supplier in writing of any clinical information relevant to the Services and provide the Supplier with such information as the Supplier may reasonably be expected to require concerning the Samples to enable the Supplier to conduct the Test and to report theron. The Client shall ensure that all Samples and Request Forms are labelled with the correct information and that any high risk Samples are clearly labelled and packed separately from other Samples.
4 The Client warrants and covenants that it will:
a) ensure that the terms of the Order and any information it provides are complete and accurate;
b) co-operate with the Supplier in all matters relating to the Services;
c) provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services, and ensure that such information is accurate in all material respects;
d) obtain and maintain all necessary licences, permissions and consents including under the data protection legislation, the General Data Protection Regulations, good medical practice or otherwise which may be required before the date on which the Services are to start in order to permit the conduct of any Test;
e) keep any Phlebotomist’s contact details confidential and not use them for the Client’s own gain or profit;
f) comply with all relevant laws, regulations and guidelines including all applicable data protection laws, for the collection of Samples being referred for Tests and their shipment to the Supplier;
g) provide to the Supplier confirmation that it has complied with all relevant laws including all applicable data protection laws, for the collection of Samples being referred for Tests and their shipment to the Supplier.
4.1 If the Supplier’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation under clause 4 (Client Default):
a) the Supplier shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations to the extent the Client Default prevents or delays the Supplier’s performance of any of its obligations;
b) the Supplier shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this clause 4;
c) the Client shall indemnify and hold harmless the Supplier and its respective directors, officers, employees and agents in respect of all liabilities, costs, claims, loss, damage, demands, action and expenses (to include any settlements or ex-gratia payments and reasonable legal and expert costs and expenses) arising directly or indirectly from the Client Default;
d) the Client shall indemnify the Supplier in full on the same basis and/or amount as any gain or profit received either directly or indirectly from using a Phlebotomist or from the use of a Phlebotomist’s contact details without the Supplier’s written express authority to do so.
As at the date of these Terms and Conditions VAT is not payable on the Services. If the Services subsequently become subject to VAT, this will be charged in addition at the applicable rate.
6 Charges and Payment
6.1 The Client shall pay each invoice submitted by the Supplier:
a) within 20 days of the date of the invoice; and
b) in full and in cleared funds to a bank account nominated in writing by the Supplier or by cheque or cash payment; and
c) time for payment shall be of the essence of the Contract.
6.2 Without limiting any other right or remedy of the Supplier, if the Client fails to make any payment due to the Supplier under the Contract by the due date for payment (Due Date), the Supplier shall have the right to charge interest on the overdue amount at the rate of 8 per cent per annum above the then current Barclays Bank base lending rate accruing on a daily basis from the Due Date until the date of actual payment of the overdue amount, whether before or after judgment, and compounding quarterly.
6.3 The Client shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Client shall not be entitled to assert any credit, set-off or counterclaim against the Supplier in order to justify withholding payment of any such amount in whole or in part. The Supplier may, without limiting its other rights or remedies, set off any amount owing to it by the Client against any amount payable by the Supplier to the Client.
6.4 The Client agrees that if the Client makes any change, amendment or alteration to a Phlebotomist booking or appointment, a cancellation charge (100% of the Phlebotomist’s charges) will apply which will be immediately paid to the Supplier in full by the Client.
7 Intellectual Property
7.1 All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by the Supplier.
7.2 The Client acknowledges that, in respect of any third party Intellectual Property Rights in the Services, the Client’s use of any such Intellectual Property Rights is conditional on the Supplier obtaining a written licence from the relevant licensor on such terms as will entitle the Supplier to license such rights to the Client.
7.3 All Supplier Materials are and remain the exclusive property of the Supplier throughout the Contract. Subject to Clause 10.2 (c), Supplier Materials may at the Supplier’s discretion, which can be changed without notice to the Client, be provided free of charge.
8.1 A party (Receiving Party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other party (Disclosing Party), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party’s business or its products or its services which the Receiving Party may obtain. The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party’s obligations under the Contract, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party.
8.2 The Supplier agrees that it will hold and maintain the confidence of:
a) all information of a confidential nature which is received by the Supplier from the Client in connection with the Services;
b) all Test results, invoices and other information of a confidential nature issued by the Supplier to the Client in connection with the Services; and
c) save with the Client’s consent, will not disclose such information other than to its professional staff, independent consultants and/or persons to whom it has delegated the performance of the Tests and who require the information for such purpose and save where the Client has informed the Supplier of its employment agency or insurer, the Supplier shall be entitled to assume and the Client warrants that both the Client and/or patient consent to the disclosure of information relating to that Client and/or patient to that employment agency or insurer.
The restrictions in paragraph 8.2 shall not apply to information which: (i) was in the Supplier’s possession prior to disclosure by the Client or (ii) is now or hereafter comes into the public domain other than by default of the Supplier or (iii) was lawfully received by the Supplier from a third party acting in good faith having a right of further disclosure or (iv) is required by law to be disclosed by the Supplier or (v) which is required by a regulatory or accreditation body to be disclosed to it for the purpose of regulating or accrediting the Supplier.
8.3 This clause 8 shall survive termination of the Contract.
9 Limitation of liability: the Client’s attention is particularly drawn to this clause
9.1 Nothing in these Conditions shall limit or exclude the Supplier’s liability for:
a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
b) fraud or fraudulent misrepresentation;
c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);
d) breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
e) defective products under the Consumer Protection Act 1987.
9.2 Subject to clause 9.1:
a) the Supplier shall not be liable to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any loss of anticipated savings or any indirect or consequential loss or damage arising under or in connection with the Contract (including any losses that may result from any incorrect result provided by the Supplier OR the Supplier’s deliberate personal repudiatory breach of the Contract OR a deliberate breach of the Contract by the Supplier, its employees, agents or subcontractors OR any loss as a result of a Phlebotomist’s actions whether or not carried out under instruction from the Supplier) howsoever caused including without limitation, any indirect loss of profit, loss of anticipated profit including loss of profit on contracts, loss of the use of money, loss of anticipated savings, loss of business, loss of opportunity, loss of goodwill, loss of reputation and/or loss of data or costs pursuant to any Data Protection issue; and
b) the Supplier’s total liability to the Client in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, including losses caused by the Supplier’s deliberate personal repudiatory breach OR a deliberate breach of the Contract by the Supplier, its employees, agents or subcontractors) shall not exceed £1,000 OR the price paid for the particular requested Service (whichever is the smaller).
c) The supplier has obtained insurance cover in respect of its own legal liability for individual claims not exceeding £1,000 per claim. The supplier’s liability is therefore limited to £1,000 and the Client is responsible for making its own arrangements for the insurance of any excess loss.
9.3 Except as set out in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, are excluded from the Contract.
9.4 This clause 9 shall survive termination of the Contract.
10.1 Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if:
a) the other party commits a material breach of its obligations under this Contract and (if such breach is remediable) fails to remedy that breach within 14 days after receipt of notice in writing of the breach;
b) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
c) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
d) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of the other party with one or more other companies or the solvent reconstruction of that other party;
e) the other party (being an individual) is the subject of a bankruptcy petition or order;
f) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
g) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (being a company);
h) a floating charge holder over the assets of the other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
i) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
j) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 10.1 (b) to clause 10.1 (i) (inclusive);
k) the other party suspends, threatens to suspend, ceases or threatens to cease to carry on, all or substantially the whole of its business; or
l) the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.
10.2 Without limiting its other rights or remedies, the Supplier shall have the right to suspend the supply of Services and all further deliveries of Supplier Materials under the Contract or any other contract between the Client and the Supplier if:
a) the Client fails to make pay any amount due under this Contract on the due date for payment; OR
b) the Client becomes subject to any of the events listed in clause 10.1 (b) to clause 10.1 (l), or the Supplier reasonably believes that the Client is about to become subject to any of them; OR
c) the Supplier in its own opinion believes a material adverse change occurs in relation to the Client’s business; OR
d) the Supplier in its own opinion believes that the Client is no longer intending to exclusively use the Supplier for Services.
11 Consequences of Termination
11.1 On termination of the Contract for any reason:
a) the Client shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has yet been submitted, the Supplier shall submit an invoice, which shall be payable by the Client immediately on receipt;
b) the Supplier shall submit an invoice, which shall be payable by the Client immediately on receipt, for all Supplier Materials that have been previously sent to the Client and for Courier Charges incurred in delivery of the same, as set out below. If the Client returns any Supplier Materials using the pre-paid envelopes that are unused and/or do not contain a Sample, then the Client will be liable for the full cost of the Supplier Materials as set out below.
The Client hereby agrees that the Supplier Materials shall be charged at the following rates:
(i) Triple Kits at a rate of £8.00 per kit plus Courier Charges;
(ii) Single Kits at a rate of £8.00 per kit plus Courier Charges;
(iii) Quantiferon Kits at a rate of £15.00 per kit plus Courier Charges;
(iv) Urine Kits at a rate of £8.00 per kit plus Courier Charges; and
(v) Stool Kits at a rate of £8.00 per kit plus Courier Charges.
c) the accrued rights and remedies of the parties as at termination shall not be affected, 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; and
d) clauses which expressly or by implication have effect after termination shall continue in full force and effect.
12 Dispute resolution
12.1 Except to the extent clearly prevented by the area of dispute, the parties will continue to perform their respective obligations under the Contract and these Terms while such dispute is being resolved.
13 Data Protection
13.1 Each party impliedly and expressly agrees that it will comply with its obligations under the Data Protection Act 1998, the Privacy and Electronic Communications (EC Directive) Regulations 2003 and the General Data Protection Regulation.
13.2 The Supplier is a data processor and the Client is the data controller of any personal data processed by the Supplier pursuant to the Contract.
13.3 In this clause, the terms data, personal data, data controller, data processor, data subject and sensitive personal data have the meanings given in the Data Protection Act 1998 (the Act) and processing, process and processed shall be construed accordingly. References in this clause to personal data are to personal data provided by the Client to the Supplier pursuant to the Contract.
13.4 The Suppler shall:
a) identify an individual within the Supplier authorised to respond to enquiries from the Client or any third party in relation to any personal data held by the Supplier acting on the Client’s behalf. The Supplier shall deal with any such enquiries promptly;
b) promptly provide to the Client all information in its possession concerning any unauthorised or accidental disclosure or access made by an employee, director or agent, to any personal data held by it on Client’s behalf; and
c) if instructed to do so in writing, subject to clause 13.8 comply with any relevant changes in the Act in respect of the personal data held by it on Client’s behalf.
13.5 The Supplier shall put in place:
a) appropriate technical and organisational measures against inappropriate processing of personal data and against unauthorised, accidental or unlawful access to the personal data (having regard to the state of technological development and the costs of implementing such measures) as well as reasonable security programmes and procedures for the purpose of ensuring that only authorised personnel have access to the personal data processing equipment to be used to process the personal data, and that any persons whom it authorises to have access to the personal data shall respect and maintain all due confidentiality;
b) a level of security programmes and procedures which reflect:
(i) the level of damage that might be suffered by a data subject to whom the personal data relates as a result of unauthorised or unlawful possession of the personal data or the loss or destruction of or damage to the personal data; and
(ii) the state of technological development and the costs of implementing such programmes and procedures; and
c) as required by the Act, such security programmes and procedures which specifically address the nature of any sensitive personal data.
13.6 The Supplier shall:
a) only process data as is necessary to perform its obligations under the Contract and shall ensure that such personal data shall be held and processed only in accordance with the Act;
b) take all such actions as are necessary to ensure that it has fulfilled and shall continue to fulfil and observe the obligations in clause 13.4 and clause 13.5 in respect of the data, including for the avoidance of doubt, personal data;
c) process the personal data only for such purposes as are instructed by the Client;
d) promptly comply with any change of instructions from the Client relating to:
(i) the personal data; and
(ii) the Supplier’s role as a data processor in accordance with the Contract and/or as otherwise required by changes or amendments to applicable laws.
13.7 The Supplier shall only transfer the personal data in accordance with the eighth data protection principle under the Act, or as otherwise permitted by the Act.
13.8 The Supplier may appoint sub-processors of the personal data. If it does so, the Supplier shall procure that its sub-processors shall comply with the obligations under clause 13.5, clause 13.6 and clause 13.7 to the extent that such sub-processor will be processing personal data.
13.9 If for any reason the Supplier is unable to comply with an instruction under clause 13.6 it shall inform the Client in writing and stop processing the personal data.
13.10 The Client instructs the Supplier to provide the personal data to regulators or accreditation bodies that require access to it for the purposes of exercising regulatory or accreditation functions relevant to the Services.
13.11 The Client warrants that the data subjects to whom the personal data relate have given all necessary consents required to permit the processing of their personal data pursuant to the Contract.
14.1 A person who is not a party to the Contract has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract but this does not affect any right or remedy of a third party which exists or is available apart from this Act.
14.2 The Client agrees that the Supplier may change or vary these Terms and Conditions at any time and without notice to the Client.
15 Rights and waiver
15.1 All rights granted to either of the parties shall be cumulative and not exhaustive of any rights and remedies provided by law. The failure of either party to enforce (or delay in enforcing) at any time for any period any one or more of these terms shall not be a waiver of such term or of the right of such party at any time subsequently to enforce all these terms.
16.1 The Supplier may assign or sub-contract the performance of the Contract (in whole or in part) or any one or more of the Tests to be performed hereunder to anyone it so wishes. The Client may not assign the Contract or any of its rights or obligations hereunder without the prior written approval of the Supplier.
17 Relationship of the parties
17.1 It is acknowledged and agreed that the Supplier and the Client are independent contractors and nothing in the Contract or these Terms shall create or be construed as creating a partnership or a relationship of agent and principal between the parties. The Client acknowledges and agrees that, in requesting Services from the Supplier, it is not acting as agent for any patient or patient to which the Services relate.
18.1 All notices given under these Terms shall be sufficiently served if sent in writing and shall be delivered by hand or sent by prepaid first class post or by prepaid first class recorded delivery or by e-mail. All notices shall be delivered at or sent, in the case of the Supplier, to Elkington Lodge, Welford, Northampton, NN6 6HE. In the case of the Client, all notices shall be sent to the address or fax number or usual e-mail address or last know place of business.
18.2 A notice sent by post shall be deemed to be served at 9.00 am on the second business day following the date of posting.
18.3 The Supplier’s proof of dispatch shall be conclusive evidence of receipt by the Client in the course of transmission.
19 Force Majeure
19.1 For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of the Supplier including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the party or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
19.2 The Supplier shall not be liable to the Client as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
19.3 If the Force Majeure Event prevents the Supplier from providing any of the Services, the Supplier shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Client.
20 Waiver and cumulative remedies
20.1 A waiver of any right under the Contract is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
20.2 Unless specifically provided otherwise, rights arising under the Contract are cumulative and to not exclude rights provided by law.
21.1 If a court or any other competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.
21.2 If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
22 Governing law
22.1 The Contract and these Terms shall be governed by and construed in accordance with English law and each of the parties agree to submit to the exclusive jurisdiction of the English Courts.