Terms of Supply
This page (together with the documents referred to on it) tells you the terms and conditions on which we supply any of the products or services listed on our website. Please read these terms and conditions (Terms) carefully before ordering any Products from our site. You should understand that by ordering any of our Products, you agree to be bound by these Terms.
1.1 Acceptance of this Quotation by, or on behalf of the Customer constitutes an agreement between the Customer and Denchi Group Ltd ("Denchi") of Denchi House, Thurso Business Park, Thurso, Caithness, KW14 7XW, United Kingdom.
2.1 “Component” means any component of the products supplied by Denchi. 2.2 “Confidential Information” or “Propriety Information” termed in this Agreement is defined without limitation as information and technical know-how, in tangible, written, graphic, documentary, oral, electronic or other machine readable form including but not limited to (a) information of a business, planning, marketing or technical nature, sales leads, work in progress, engineering, manufacturing, service, commercial, legal, financial and personnel information relating to existing and future business, know-how, process techniques and formulae (b) models, tools, hardware, any component thereof, material samples, computer software, programs, data, information relating to any research project, future development (c) any information obtained by examination, testing or analysis of any hardware and (d) reports, specifications, designs, plans, drawings, memoranda, notes, files or analyses, information related to inventions, techniques, processes, devices, discoveries and improvements disclosed by customer relating in any way to the subject matter of this Agreement. 2.3 “Customer” shall mean the party to whom this Quotation is addressed. 2.4 “Intellectual Property” or (IP) shall mean (whether registered or unregistered) patents, trade marks, drawings, service marks, trade names, registered designs, unregistered designs, design rights, copyrights, copyright material (including computer software) moral rights, renewal rights, reversionary rights, rights relating to confidential information or know-how and any other intellectual property rights, applications for the grant of any such rights, and all analogous or similar rights or forms of protection anywhere in the world. 2.5 “Order” shall mean any Purchase Order issued by the Customer. 2.6 “Party” shall mean either Denchi or the Customer. 2.7 “Parties” shall mean Denchi and the Customer. 2.8 “Persons” shall mean any body corporate, unincorporated association (including but not limited to any sole trader or person trading under any particular name) firm, or partnership or living person. 2.9 “Products” shall mean a deliverable under this Agreement which may include but which is not limited to any battery product, charger product or battery related product. 2.10 “Services” shall mean any services provided by Denchi under these terms and conditions to the customer, including but not limited to Consultancy Services, Managed Services, Hardware Maintenance Services to be supplied under this Agreement by Denchi to the Customer. 2.11 “Specification” means technical or descriptive specifications of functional, operational, performance or other characteristics required of a Service or Product, as attached to the Agreement Details. 2.12 A “Year” shall mean a 365 day period (or a 366 day period if that period encompasses 29th February) commencing either on the date of order acknowledgment by Denchi in accordance with Denchi’s terms and conditions or on any anniversary of such date. 2.13 Words in the singular shall also include the plural and vice versa where the context requires. 2.14 The headings in this Agreement are for convenience of reference only and shall not be deemed to be part of this Agreement or be taken into consideration in the interpretation or construction of this Agreement.
3 ENTIRE AGREEMENT
3.1 This Agreement sets forth the entire agreement and understanding between the parties hereto with respect to the subject matter hereof, and supersedes all prior discussions, agreements, representations and understandings between them. This Agreement shall not be modified except by written document, signed by both parties.
4 PAYMENT AND CHARGES & RETENTION OF TITLE
4.1 The Customer shall pay in Sterling the charges made by Denchi in respect of the Products within twenty-eight (28) days of the submission of any invoice by Denchi. All sums stated to be payable by the Customer exclude any Value Added Tax, sales tax or similar, and any taxes, duties or imports chargeable thereon by any Government, Local Government or statutory body and such taxes, duties and imports if payable shall be born by the Customer. 4.2 All Products supplied by Denchi are subject to Denchi's full and unconditional retention of title until full and final payment of all monies owed / all sums due to Denchi are paid by the Customer. It is expressly understood, acknowledged and agreed by the Customer that this clause shall also specifically apply to all products supplied by Denchi to the Customer and to all monies outstanding under any Contract / Agreement whatsoever between Denchi and the Customer. 4.3 In the event that any additional costs are incurred by Denchi as a result of any act or omission on the part of the Customer, its employees, representatives, agents, Denchi shall be fully entitled to charge the Customer for such additional costs and the Customer expressly agrees to pay those additional costs. 4.4 The Products supplied by Denchi shall be stored separately until used and shall not be sold or transferred on to any third party until payment has been made to Denchi in full.
5.1 Upon any order being acknowledged in accordance with these terms and conditions, the Customer fully acknowledges and understands that Denchi may incur cost and expense in reliance of any order. As such, the Customer acknowledges and agrees that it may not cancel, vary or amend any order placed with Denchi (other than as identified in sub-clause 7). 5.2 In the event that the customer requires to cancel any order, it is fully acknowledged and understood by the parties that this shall require Denchi’s express written agreement. The Customer acknowledges and agrees that Denchi may have incurred costs and / or expenses (including business costs) or be contractually obligated to incur costs and / or expenses (including business costs) up to and beyond the date of any requested cancellation. Should the Customer request cancellation of any order, and subject to Denchi’s express written agreement (which the parties understand and acknowledge that Denchi has no obligation to grant), the Customer expressly agrees to fully pay Denchi for any such costs and / or expenses (including but not limited to business costs) and to pay Denchi for any and all work and services performed to the date of any agreed cancellation.
6.1 The Customer shall only use the products supplied for the purposes detailed in this Quotation and which has been fully disclosed to Denchi. The Customer expressly agrees to make full disclosure to Denchi of any specific requirements and all material facts related to the design, manufacture, use and application of the products. In the event that the Customer fails to make any such full disclosure, the Customer shall fully indemnify and hold harmless Denchi from any damages, costs incurred or to be incurred in defending any legal proceedings raised or to be raised against Denchi (including any and all legal fees (solicitor / attorney) and costs). 6.2 The Customer shall not dismantle the Products or re-sell or transfer any component parts individually to third parties.
7.1 Denchi will use reasonable endeavours efforts to deliver the Products or Services within the time agreed and, if no time is agreed, then within a reasonable time after acceptance by the Customer of the Quotation; provided that at no time shall the time of delivery or performance, as the case may be, by Denchi be of the essence. If, despite those endeavours, Denchi is unable for any reason to fulfil any delivery / performance on the specified date, Denchi will be deemed not to be in breach of this Agreement, nor (for the avoidance of doubt) will Denchi have any liability to the Customer for direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and like loss) howsoever caused (including as a result of negligence) by any delay or failure in delivery / performance except as set out in this clause. Any delay in delivery / performance will not entitle the Customer to cancel the order or any part thereof unless and until the Customer has given forty (40) days’ written notice to Denchi requiring the delivery / performance to be made and Denchi has not fulfilled the delivery / performance or commenced delivery or commenced performance within that period. Notwithstanding anything to the contrary contained herein, in such an event: 7.1.1 Denchi will refund to the Customer any sums which the Customer has paid to Denchi in respect of that order or part of the order which has been cancelled and not otherwise shipped or performed prior to the expiration of the forty (40) day notice period; and 7.1.2 the Customer will be under no liability to make any further payments under Clause 4 in respect of that order or part of the order, which has been cancelled, provided that Denchi has not otherwise performed all or part of such delivery of Products or the performance of Services or commenced performance of delivery of Products or performance of Services prior to the expiration of the forty (40) day notice period. 7.2 The Products shall be delivered CARRIAGE PAID TO the Customer’s premises, or alternatively, an agreed place of destination (in accordance with Incoterms 2010), unless otherwise stated in the Quotation. Denchi shall deliver the products to the carrier, and will be responsible for paying for carriage to the named place of destination. It is acknowledged and agreed that once Denchi delivers the product(s) to the carrier, the Customer shall become fully responsible for any and all additional costs. 7.3 For the avoidance of doubt, the Customer is fully responsible for any and all insurance requirements and Denchi has no liability or responsibility to the Customer for meeting any insurance cover requirements for delivery of the Products. The Customer acknowledges and agrees that Denchi has a noted interest in any insurance cover the Customer obtains for the transportation and delivery of any product(s) supplied by Denchi. It is expressly agreed and acknowledged that title in the Products shall only pass upon receipt of full payment by Denchi. 7.4 Risk in the Products shall pass when the Products are delivered to the Carrier by Denchi (in the event that subsequent carriers are used for the carriage to the agreed destination, the risk passes when the products have been delivered to the first carrier). 7.5 The Customer expressly agrees and acknowledges that the Customer shall be fully and unconditionally responsible for obtaining and paying costs of all import licenses and authorisations and carry out all import formalities. In the event of any failure to obtain any such import licenses and / or authorisations, it is expressly acknowledged and agreed that Denchi shall have no liability to the Customer. In the event of any failure to obtain any required import licenses and / or authorisations, the Customer shall at all times continue to be liable to Denchi for the payment of the invoice sum. 7.6 The Customer acknowledges and understands that the Customer must take delivery of the products from the time the products have been delivered to the carrier by Denchi. 7.7 The Customer acknowledges and understands that the Customer will pay any and all additional costs once the products have been delivered to the carrier, including but not limited to unloading, lighterage, wharfage at the port of destination and pay any and all costs relating to import formalities including duties, taxes and other charges including transshipment. 7.8 If the Customer specifies and Denchi agrees and acknowledges in writing a time for shipping and / or specified port of destination, the Customer acknowledges and agrees that the Customer shall provide Denchi with sufficient notice. 7.9 The Customer acknowledges and agrees that the Customer shall require to pay for the costs of pre-shipment inspection(s). 7.10 The Customer acknowledges and agrees that the Customer shall require to pay all costs associated with securing any documentation from the country of origin or export as required for import and shall fully reimburse Denchi for any and all costs incurred in providing such documentation or assistance. 7.11 Denchi shall use reasonable endeavours to deliver the products within the time agreed when the customer order is acknowledged by Denchi in accordance with Denchi terms and conditions and, if no time frame is agreed, then within a reasonable time. For the avoidance of doubt, time of delivery performance of any obligations under this Agreement by Denchi will not be of the essence.
8 EXPORT / IMPORT CONTROL
8.1 All products and / or services supplied under this Agreement are subject to any necessary export procedures of the United Kingdom Government and any export / import laws and procedures of any other relevant country. In the event that the Customer fails to provide any or all of the following or should any of the following events arise: 8.1.1 any information required by Denchi in order that the export licence application may be processed by the U.K. Government Department of Trade and Industry or; 8.1.2 any information required to meet any export / import procedures of any relevant country or; 8.1.3 should the Customer fail to provide any required End User Undertaking or other Undertaking as required by Denchi or any UK Government Department body including but not limited to the Department of Trade and Industry or; 8.1.4 should the export licence application be rejected by any U.K. Government Department including but not limited to the Department of Trade and Industry or; 8.1.5 should the export licence be issued but be subsequently revoked by any U.K. Government Department including but not limited to the Department of Trade and Industry then Denchi shall have no liability to the customer (including but not limited to responsibility to the Customer to deliver the products or provide any services). 8.2 Should any event detailed in sub-clause 8.1 arise, the Customer expressly agrees and acknowledges that it shall be liable to Denchi for any and all costs / expenses incurred (including but not limited to business costs / expenses) and any costs / expenses Denchi is contractually obligated to incur up to and beyond the date of any event detailed in clause 8.1 above. The Customer expressly agrees to pay Denchi for any such costs / expenses and to pay Denchi for any and all work / services performed. 8.3 The Customer expressly acknowledges and agrees that the Customer shall not sell, transfer, lease or otherwise dispose of the products and / or services (including any technical information provided by Denchi in accordance with UK Export Control requirements) in any manner which is contrary to the laws of the United Kingdom including but not limited to any UK Export Control requirements. 8.4 The Customer expressly acknowledges and agrees that the Customer shall not export the Products or any technical information provided by Denchi in accordance with UK Export Control requirements directly or indirectly through any third (3rd) party to any of the countries or locations against which any economic sanction is imposed under resolutions approved by the Security Council of the United Nations, as long as such resolutions remain valid and effective and in so far as the Products remain the “prohibited subject” of which export to such countries is prohibited thereunder. 8.5 In the event that the Customer breaches any such obligations as detailed in clause 8 to this Agreement, the Customer acknowledges and agrees that the Customer shall indemnify and hold harmless Denchi from any and all liabilities, fines, penalties, costs (including but not limited to legal costs) for any such breach of the aforementioned clauses and any breaches or violations of any UK laws; and / or UK Export Control Requirements; and / or UN Sanctions.
9.1 In the event of any breach of Denchi’s express obligations under Clauses 7, and 10 the remedies of the Customer will be limited to damages. 9.2 Denchi does not exclude its liability (if any) to the Customer: 9.2.1 For breach of Denchi’s obligations arising under section 12 of the Sale of Goods Act 1979 or section 2 of the Sale and Supply of Goods and Services Act 1982; 9.2.2 For personal injury or death resulting from Denchi’s negligence; 9.2.3 Under section 2(3) of the Consumer Protection Act 1987; 9.2.4 For any matter which it would be illegal for Denchi to exclude or to attempt to exclude its liability for; or 9.2.5 For fraud. 9.3 Without prejudice to any liability on the part of the Denchi referred to in Clause 7 and 10, Denchi’s total liability (inclusive of any liability under Clauses 7 and 10) for any breach of its contractual obligations under this Agreement or for any representation, statement or tortious act or omission, including negligence, arising under or in connection with the Agreement shall not exceed one hundred and twenty five percent (125%) of the Agreement value. 9.4 Except as provided in Clauses 7, 10, 9.2 and 9.3, Denchi will be under no liability to the Customer whatsoever (whether in contract, tort (including negligence), breach of statutory duty, restitution or otherwise) for any injury, death, damage or direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and like loss even if such loss was reasonably foreseeable or Denchi had been advised of the possibility of the Customer incurring the same howsoever caused arising out of or in connection with: 9.4.1 Any of the Products, or the manufacture or sale or supply, or failure or delay in supply, of the Products by Denchi or on the part of Denchi’s employees, agents or sub-contractors; 9.4.2 Any of the Services, or the performance of the Services, or failure or delay in the performance, of the Services by Denchi or on the part of Denchi’s employees, agents or sub-contractors; 9.4.3 any breach by Denchi of any of the express or implied terms of the Agreement; 9.4.4 any use made or resale by the Customer of any of the Products, or of any product incorporating any of the Products; 9.4.5 any statement made or not made, or advice given or not given, by or on behalf of Denchi. 9.5 Except as set out in Clauses 7, 10, 9.2 and 9.3, Denchi hereby excludes to the fullest extent permissible in law, all conditions, warranties and stipulations, express (other than those set out in the Agreement) or implied, statutory, customary or otherwise which, but for such exclusion, would or might subsist in favour of the Customer. 9.6 Each of Denchi’s employees, agents and sub-contractors may rely upon and enforce the exclusions and restrictions of liability in Clause 7, Delivery, and Clauses 9.1 to 9.5 in that person’s own name and for that person’s own benefit, as if the words “its employees, agents and sub-contractors” followed the word Denchi wherever it appears in those clauses. 9.7 The Parties each confirm that all the exclusions and limitations of liability set out in this Agreement are fair and reasonable having regard to all relevant circumstances including the resources of Denchi; the availability of insurance to Denchi; the strength of the bargaining position of the parties; any inducement to Denchi to accept the exclusions and limitations; the Customer’s knowledge of the existence and extent of the exclusions and limitations; and whether the Services were provided to the special order of the Customer. 9.8 On termination of this Agreement (for whatever reason), this clause 9 will remain in effect.
10.1 Denchi will, free of charge, within a period of 12 months from the date of delivery of the Products or performance of Services which are proved to the reasonable satisfaction of Denchi to be damaged or defective or not comply with agreed Specification due to defects in material, or workmanship or design (other than a design made, furnished or specified by the Customer), repair, or at its option replace, such Products or re-perform such Services. This obligation will not apply where: 10.1.1 The Products have been improperly altered in any way whatsoever, or have been subject to misuse or unauthorised repair; 10.1.2 The Products have been improperly installed or connected; 10.1.3 Any maintenance requirements relating to the Products have not been complied with; 10.1.4 Any instructions as to storage, handling or use of the Products have not been complied with in all respects; or 10.1.5 The Customer has failed to notify Denchi of any defect or suspected defect within fourteen (14) days of the delivery where the defect should be apparent on reasonable inspection, or within fourteen (14) days of the same coming to the knowledge of the Customer where the defect is not one which should be apparent on reasonable inspection, and in any event within twelve (12) months from the date of delivery or performance. 10.2 Denchi will refund to the Customer the cost of carriage on the return of any such defective or damaged Products, and will deliver any repaired or replacement Products to the Customer at Denchi’s own expense. 10.3 Any Products, which have been replaced, will belong to Denchi. Any repaired or replacement Products will be liable to repair or replacement under the terms specified in clause 10.1 for the unexpired portion of the twelve (12) month period from the original date of delivery of the replaced Products. 10.4 In the event that any product(s) returned to Denchi under these warranty provisions are determined by Denchi to be non-warranty returns, the Customer fully acknowledges and agrees that the Customer shall be fully liable for any and all costs (including business costs, time and labour) incurred by Denchi (including any and all such costs Denchi is obligated to incur as a result of the return of the product(s) to Denchi. Said costs shall include but not be limited to the following: investigation costs, labour costs, purchase or hire of any required equipment, disposal costs, return of any product(s) to the customer.
11.1 Either party shall have the right to make general references to the work performed hereunder in press releases or promotional materials, but neither party shall include therein any detailed information concerning the work or any confidential or proprietary information without the written consent of the other, which consent shall not be unreasonably withheld.
12.1 Each party shall take all reasonable measures to keep confidential (such confidentiality obligations are in addition to the terms and conditions of any Non Disclosure Agreement or Confidentiality Agreement between the parties) following the date of acceptance of this offer all information which is received from the other party under this Agreement and which is specified by the disclosing party to be confidential at the time of disclosure or which may come to one party’s knowledge or is disclosed to it as a result of visiting the premises of the other party. 12.2 This obligation shall not apply to information which either at the time of disclosure or after disclosure is published or generally available to the public other than through a breach hereof or information already in the receiving party’s possession at the time of receipt and which was not acquired directly or indirectly from the disclosing party or information acquired by the receiving party in good faith from a third party. 12.3 Denchi and the Customer expressly acknowledge and agree that no licences or rights of use are granted to said Confidential and/ or Proprietary Information without the express written consent of Denchi.
13 CUSTOMER’S SAMPLES ETC.
13.1 As soon as practicable after acceptance of any Quotation, the Customer shall arrange free of charge and risk to Denchi, the delivery to Denchi of any samples, equipment, materials and/or information required by Denchi in order to supply the Products and / or Services under this Agreement.
14 SPECIAL CONDITIONS
14.1 In the event of any conflict between the terms contained herein, the order of prevalence shall be: 14.1.1 any Special Conditions specified in this Agreement; 14.1.2 these General Terms and Conditions of Supply.
15 INTELLECTUAL PROPERTY & PROPRIETARY INFORMATION
15.1 All patents (registered or unregistered), trademarks, trade secrets, copyrights, trade names, service marks and any other intellectual property rights owned and / or operated by Denchi shall unconditionally remain the property of Denchi and no licences or rights of use are granted to the said Intellectual Property without the express written consent of Denchi. All drawings, designs, models, tools, tooling, jigs, hardware, fittings, material samples, including but not limited to all components thereof, processes, technical know-how are the property of Denchi and will not be transferred as a result of this Agreement. For the avoidance of doubt, no rights or licenses are created by this Agreement. Any third (3rd) party Intellectual Property Rights belong to that third (3rd) party and no rights or licenses to that third (3rd) party Intellectual Property Rights are created by this Agreement. 15.2 The Customer fully acknowledges and understands that any and all intellectual property rights created, to be created or in existence as a result of any product produced or service provided in accordance with this agreement shall belong exclusively to Denchi. Any third (3rd) party Intellectual Property Rights belong to that third (3rd) party and no rights or licenses to that third (3rd) party Intellectual Property Rights are created by this Agreement.
16 CUSTOMER’S ORDER
16.1 Unless specifically agreed otherwise in writing by the Customer and Denchi, the terms contained in any purchase order or any other form of contract document or piece of correspondence (irrespective of manner of communication electronic or otherwise) issued by the Customer to Denchi shall not apply in any way whatsoever to the provision of the Products except for the purposes of specifying the Customer’s contact reference number(s) and the Customer’s relevant invoicing address(es).
17 MATERIAL SAFETY DATA SHEETS – STORAGE HANDLING & CHARGING INSTRUCTIONS
17.1 A copy of the Material Safety Data Sheet (hereafter referred to as “MSDS”) and a copy of the Storage, Handling and Charging Instructions (“SHCI”) in the English language shall be provided to the Customer. The Customer has the responsibility of providing copies of the MSDS and SHCI to any third party who acquires (in any form – whether by sale or any form of transfer) the products. The MSDS and SHCI may not be amended or altered in any form without the express written authorisation of Denchi. CHARGING INSTRUCTIONS 17.2 In the event that the Customer requires a translation of the MSDS the SHC or any other document into any language other than the English language, it is expressly and fully understood by the Customer that the Customer shall be solely and exclusively responsible for determining this requirement (specifically including but not limited to any third party requirements communicated to the Customer). In the event that the products will be sold or transferred by the Customer to any non-English speaking third party, it will be the exclusive responsibility of the Customer to identify any such requirements. In the event that the MSDS and SHCI require to be translated for any non-English speaking party (either the Customer or any third party), it is fully and unconditionally understood by the Customer that the Customer shall immediately advise Denchi of this requirement (by all of the following methods) 17.2.1 by telephone call and; 17.2.2 faxed letter detailing the scope of the telephone request and referencing the date, time and member of Denchi staff involved in the telephone call; and 17.2.3 the forwarding of the original letter referenced in 17.2.2 above to Denchi by recorded delivery. 17.3 Upon receipt of the request for translation as detailed in 17.2 above, Denchi shall instruct an authorised translator to provide a translated copy. It is further acknowledged and understood by the Customer that any costs / fees for this translation shall be met by the Customer. In the event that a translated version of the MSDS and SHCI documents are required prior to transportation of the Products from Denchi's premises, it is understood and acknowledged by the Customer and Denchi that Denchi shall not be liable under this Agreement to supply the Products until the translation has been provided. 17.4 In the event that the Customer fails to notify Denchi of any of the requirements detailed in clause 17 (including any sub-clause) regarding the MSDS and the SHCI documents, the Customer expressly and unconditionally agrees to fully indemnify and hold harmless Denchi from any and all claims, losses, damages, costs and expenses, attorney / legal fees (including but not limited to any personal injury, death, damage to property (whether or not damage to property occurred to Customer’s property or any third party property) in any jurisdiction.
18.1 No rights or obligations under this Agreement may be assigned by either party hereto without the prior written consent of the other party, except that Denchi may, upon written notice to the Customer, assign Denchi’s rights and obligations under this Agreement to any company which is directly or indirectly controlling, controlled by or is under common control with Denchi, subject to such company undertaking to observe and perform terms and conditions similar to those contained in this Agreement insofar as such terms and conditions are applicable to and capable of observance and performance by such company. For the purposes of this Agreement, ‘'control’' means the direct or indirect ownership of the majority of the stock giving entitlement to vote upon the election of directors or persons performing similar functions. 18.2 Neither Denchi nor the customer shall assign, delegate nor attempt to assign or delegate any of its rights, duties or obligations, whether in whole or in part, or in order manner transfer its interest in this Agreement as matter of law pursuant to a merger, consolidation, or reorganisation with any presently existing (at time of execution) subsidiary, division or element of the customer or Denchi. In the event a party is granted written permission to make an assignment, it shall nevertheless remain fully and completely liable for the assignee’s performance hereunder in the same extent and manner as the assignee.
19 FORCE MAJEURE
19.1 Denchi shall not be liable in any circumstances for any failure whatsoever to perform any of its obligations hereunder where such failure is due to any cause beyond its reasonable control (including without limitations, any act of God, outbreak of hostilities, riot, civil disturbance, acts of terrorism, acts of any Government or Authority including (but not limited to) refusal and / or revocation of any licence (including export / import licence), fire explosion, earthquake, lightening, storm, hurricane, accident, failure of public services, absence of transport facilities, flooding or severe flooding, breakdown of machinery, default of suppliers or sub-contractors (including but not limited to any Force Majeure occurrence as detailed herein), difficulty or increased expense in obtaining workmen, materials, products, component parts or raw materials in connection with the performance of this Agreement, theft or malicious damage, labour disputes or strike lockout or other industrial action).
20.1 Any provision of this Agreement prohibited by, or unenforceable under, applicable law shall be ineffective to the extent of such prohibition and shall be replaced by an enforceable provision to the same or nearest possible equivalent effect. Notwithstanding the forgoing, the other provisions hereof shall continue in effect unless the ineffectiveness of any provision shall substantially alter the nature of the relationships between the parties as contemplated herein.
21.1 Either party may terminate this Agreement (without prejudice to the rights and privileges under this Agreement) with immediate effect by providing written notice to the other party on or at any time after the occurrence of any of the following events in relation to the other party: 21.1.1 A material breach by the other party of any of its obligations and the defaulting party has failed to cure the material breach within thirty (30) days of written notice by the non-defaulting party giving details of the material breach 21.1.2 Winding-up receivership etc administration order 21.1.3 Arrangement with creditors
22 EXERCISING OF RIGHTS
22.1 The failure by Denchi to exercise or delay in exercising a right or remedy under this Agreement shall not constitute a waiver of the right or remedy or any other right or remedy available to Denchi under this Agreement. It is also expressly acknowledged and agreed by the Customer that any exercise or partial exercise of any right or remedy under this agreement shall not prohibit or prevent Denchi from exercising that same right or remedy or any other right or remedy in the future.
23 LEGAL NOTICE
23.1 Any legal notice shall be delivered or sent by facsimile and recorded delivery notice (or by courier service) to the facsimile number and address detailed in this Agreement (or such other address or facsimile number as may have been notified in writing). Any such notice shall be deemed to have been delivered upon the expiration of forty eight (48) hours after posting and in the case of facsimile transmission upon expiry of twelve (12) hours after dispatch.
24.1 Acceptance of this Quotation or the placement of a purchase order in reliance of this quotation by, or on behalf of the Customer constitutes an Agreement made in England and subject to the exclusive laws and jurisdiction of the Courts of England. 24.2 Denchi and the Customer expressly agree and acknowledge that the Courts of England shall have exclusive jurisdiction over this Agreement and any dispute arising from this Agreement (including but not limited to the supply of products in accordance with this Agreement).