MEGGITT STANDARD GLOBAL TERMS AND CONDITIONS OF SALE
"Buyer" means the person(s), firm, company or corporation who purchases the Product and/or Services from the Seller.
"Buyer Property" means any property of the Buyer including any equipment and tooling issued free of charge provided or made available to the Seller for the purpose of the Seller supplying the Product or performing any Services.
"Carrier" means the agent or the carrier designated by the Buyer, or if none, the agent or the carrier chosen by the Seller on the Buyer's behalf who will accept delivery of the Products and/or Buyer Property on behalf of the Buyer and transport the same to the Buyer.
"Change of Order" means any change to the Contract that has been approved in writing by the Buyer and Seller.
"Contract" means any contract between the Seller and the Buyer for the supply of Products or Services, resulting from the Buyer's request or order placed by the Buyer, on these terms and conditions and the terms on the face of the document under which it is accepted by the Seller.
"Product" means any products, components, goods or materials agreed in the Contract to be supplied to the Buyer by the Seller (including any part or parts of them).
"Seller" means the Meggitt company or corporation named on the quotation or Contract acceptance and/or who supplies the Product and/or Services.
"Services" means any services (including without limitation any maintenance, repair and overhaul services) agreed in the Contract to be provided to the Buyer by the Seller (including any part or parts of them).
2. BASIS OF ORDER AND ACKNOWLEDGEMENT
2.1 The Contract is subject to these terms and conditions to the exclusion of all other terms and conditions (including any terms and conditions Buyer purports to apply in any Contract).
2.2 A Contract shall not be effective until the Seller has issued written acknowledgment and acceptance of such Contract (notwithstanding any earlier confirmation of receipt). The Seller may in its sole discretion decline any purchase order placed by the Buyer.
2.3 Minimum order quantities and minimum Contract values, where necessary, may apply at the Seller's discretion.
2.4 The Buyer shall ensure that the terms of its purchase order or request are complete and accurate.
2.5 No change or modification of Contracts issued shall be allowed after acceptance by the Seller unless authorized by a Change Order delivered by the Buyer and accepted in writing by the Seller.
3. DESCRIPTION AND SPECIFICATION OF THE GOODS AND SERVICES
3.1 The description, part numbers and/or specification of the Product and/or Services shall be set out in the Seller's quotation or the Seller's acceptance of the Contract. All drawings, descriptions, weights, dimensions, etc. and advertising issued by the Seller (for example, in the Seller's catalogues or price lists) are issued to provide an approximate idea of the Product or Services described in them and do not form part of the Contract unless expressly stated in the Contract or otherwise agreed to in writing by the Seller.
3.2 The Buyer shall determine the suitability of the Products for Buyer's use and/or application. The Buyer shall be solely responsible for the accuracy of the Buyer's designs, drawings, specifications and other data supplied to the Seller by the Buyer, even if the Seller examines, inspects, studies or comments to the Buyer regarding any such designs, drawings, specifications or other data.
4. DELIVERY AND ACCEPTANCE
4.1 The Seller will arrange for the Carrier to transport the Product or Buyer Property at the Buyer's risk and cost, and delivery will take place when the Product or the Buyer Property is made available to the Carrier at Seller's facility.
4.2 Delivery dates are estimates only and time is not of the essence. The Seller will not be liable for any loss (including loss of profit), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Product or Buyer Property, nor will any delay entitle the Buyer to terminate or rescind the Contract.
4.3 If for any reason the Buyer does not take delivery, or the Seller is unable to deliver such Product or Buyer Property on time because the Buyer has not provided appropriate instructions, documents, licences, authorisations, etc., then such Product or Buyer Property will be deemed to have been delivered and risk shall pass to the Buyer. The Seller may at its option:
(a) store such Product or Buyer Property until actual delivery whereupon the Buyer will be liable for all related costs and expenses (including without limitation storage and insurance); or
(b) reallocate or sell such Product or Buyer Property at the best price readily obtainable (after providing not less than thirty (30) days prior written notice to Buyer). Seller may charge the Buyer for any shortfall below the Contract price or account to the Buyer for any excess (after deducting all reasonable survey, repair, storage and selling expenses).
4.4 The Buyer shall promptly notify the Carrier of any damage to, loss from or non-receipt of any Product or Buyer Property if transportation has been arranged by or on behalf of the Buyer. The Seller shall not be liable for any such damage, loss or non-receipt.
4.5 The Buyer may arrange for testing and inspection of the Product before shipment at the Seller's facility. If the Buyer has conducted such inspection, the Seller shall not be liable for any claim made after shipment in respect to any defect in the Product which would have been apparent upon such inspection.
4.6 The Seller may, at its option, make partial shipments of Product and invoice the Buyer for each shipment individually in which case each delivery shall constitute a separate contract. Failure by the Seller to deliver any one or more of the shipments in accordance with these terms and conditions or any claim by the Buyer in respect of any one or more shipments shall not entitle the Buyer to repudiate the whole Contract or refuse to accept subsequent shipments. The Buyer shall accept any early delivery.
4.7 The Buyer will be deemed to have accepted the Product as being in accordance with the Contract, the Seller shall have no liability for any defect or failure and the Buyer shall be bound to pay the price unless:
(a) within 15 days of the date of delivery of the Product, the Buyer notifies the Seller in writing of any defect apparent upon inspection of the Product to conform with the Contract; or
(b) the Buyer notifies the Seller in writing of any failure of the Product to conform to the Contract within a reasonable time where the defect or failure would not be so apparent within 15 days of the date of delivery.
5. PASSING OF RISK AND TITLE
5.1 The risk in Products or Buyer Property shall pass to the Buyer on delivery as set forth herein.
5.2 Full legal, beneficial and equitable title to the Products shall remain vested in the Seller (even though they have been delivered and risk has passed to the Buyer) until:
(a) payment in full, in cash or cleared funds, for all the Products has been received by the Seller; and
(b) all other money payable by the Buyer to the Seller on any other account or under the Contract or any other contract or order has been received by the Seller.
5.3 Until full legal, beneficial and equitable title to and property in the Products passes to the Buyer:
(a) the Buyer shall hold the Products on a fiduciary basis as the Seller's bailee and shall store the Products at its premises, insure them without any charge to the Seller, and keep them clearly identifiable as belonging to the Seller;
(b) the Seller may, on demand and without prior notice, repossess and resell the Products if any of the events specified in Section 12.3 occurs or if any sum due to the Seller from the Buyer is not paid when due and for this purpose, the Seller, its employees, agents and sub-contractors will be entitled to unrestricted access to any premises where any of the Products are situated.
5.4 The Seller hereby authorises the Buyer to use and/or sell the Products in the normal course of the Buyer's business and to pass good title in the Products to its purchasers, if they are purchasers in good faith without notice of the Seller's rights. This right shall automatically cease on the occurrence of any event set out in Section 12.3 and/or if any sum owed to the Seller by the Buyer is not paid when due. If the Buyer sells the Products or Services prior to paying the full price thereof the Buyer shall hold the proceeds of sale on trust for the Seller.
5.5 The Seller's rights and remedies set forth herein are in addition to and shall not in any way prejudice, limit or restrict any of the Seller's other rights or remedies under the Contract or in law or equity. The Seller shall be entitled to maintain an action against the Buyer for the price of the Products or Services notwithstanding that legal, equitable and beneficial title to and property in the Products or Services has not passed to the Buyer.
5.6 Title to the Buyer Property shall at no time pass to the Seller unless the Buyer specifically agrees otherwise in writing, or Sections 4.3 (b) or 13.3 apply.
5.7 Risk in the Buyer Property shall pass to Seller on delivery to the Seller and remain with the Seller at all times while in the Seller's possession or control.
6. CONTRACT PRICE
6.1 The price charged in respect of Product or Services supplied shall be the price that is current at the date of delivery. The Seller reserves the right to adjust prices where necessary before a Contract is accepted notwithstanding the prices stated in any price list or quotation. The Seller shall not normally perform Services until the Buyer has confirmed its agreement to the estimated price.
6.2 The Seller reserves the right, by giving notice to the Buyer at any time before delivery, to increase the price of the Product or Services to reflect any increase in the cost to the Seller which is due to any factor beyond the Seller's control (such as, without limitation, any increase in the costs of labour, materials, or other costs of manufacture or supply); any change in the quantities of the Product requested by the Buyer; any change in the delivery dates of the Product or Services requested by the Buyer; or any delay or cost caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions.
6.3 Unless otherwise agreed in writing, the price for the Product or Services shall be exclusive of any taxes (including sales tax) or levies and the Buyer will pay all costs and charges in relation to packaging (other than standard packaging), loading, unloading, carriage, freight and insurance, where appropriate.
7. PAYMENT TERMS
7.1 Payment for the Products and/or Services is due 30 days after the date of the Seller's invoice. The Seller may issue a separate invoice for each Contract or for each shipment (if more than one) under a Contract. The Buyer shall pay the amount stated in the Seller's invoice in the currency required by the invoice in immediately available funds, without any deduction whether by way of set-off, withholding, counterclaim, discount, abatement or otherwise. Payment must be made to the Seller at the address or account stated on the invoice.
7.2 The Seller reserves the right to revise payment terms at any time and to request guarantees, security, stage payments or cash in advance for the Products and/or Services. The Seller may, at its discretion, refuse or limit deferred payment terms to the Buyer.
7.3 The Seller may agree to accept payment for the Products and/or Services by credit card provided that the Buyer shall in addition to the price of the Products or Services pay any charge levied by the credit card company in respect of such transaction.
7.4 Notwithstanding any other provision, all payments payable to the Seller under the Contract shall become due immediately upon termination of this Contract for whatever reason.
7.5 If any sum due from the Buyer to the Seller under the Contract or any other order is not paid to the Seller on or before the due date for payment, then all sums then owing by the Buyer to the Seller or any affiliate of the Seller shall become due and payable immediately and, without prejudice to any other right or remedy available to the Seller, the Seller and any affiliate shall be entitled to:
(a) cancel or suspend performance of the Contract or any other contract or order placed with the Seller or any affiliate including suspending deliveries of the Product, Services or any other goods until arrangements as to payment or credit have been established which are satisfactory to the Seller; and/or
(b) require the Buyer to pay for Products or Services prior to shipment from the Seller's place of business; and/or
(c) charge the Buyer interest calculated on a daily basis on all overdue amounts (both before and after judgment) until actual payment at the rate of four per cent (4%) per annum above the London Interbank Offered Rate (LIBOR) prevailing from time to time (or such other rate which is legally permissible) until payment is made in full.
8.1 The Seller warrants that the Products furnished hereunder shall, at the time of delivery, be free from defects in material and workmanship. Services shall be performed with reasonable skill and care.
8.2 If the Buyer submits to the Seller reasonable written details (on Seller's prescribed form if required) establishing a breach of the warranty set forth above, the Seller's liability for failure of any Product or Service to comply with the foregoing shall be limited to replacing or repairing that Product found to be defective within six months of delivery, and/or to re-performing the Services. Such Product will be repaired or replaced, at the Seller's option, or Services re-performed, without charge, and re-warranted for the remainder of the original warranty period.
8.3 Seller shall pay all reasonable return packaging and transportation costs of a valid warranty claim. Seller is not liable for the removal of Products from, or installation of the Product into, any other property to which it may be attached or incorporated.
8.4 Seller may require the Buyer to deliver back Product or materials which have been replaced and legal title to the replaced Product shall re-vest in the Seller.
8.5 Seller's performance of one of the above options shall constitute an entire discharge of Seller's liability for breach of the warranty.
8.6 For Product that is returned under warranty and is tested and no fault found, the Seller will be entitled to reimbursement from the Buyer for reasonable charges incurred for transportation, testing and evaluation.
8.7 For any Product not manufactured by Seller, the Buyer shall only be entitled to the benefit of any warranty or guarantee given by the manufacturer to the Seller, to the extent that it is assignable by the Seller to the Buyer.
8.8 The Seller shall not be liable under the warranty in any of the following circumstances: (i) Products or parts thereof which have been modified, altered, installed, used or serviced other than in conformity with Seller's applicable specifications, manuals, bulletins or instructions, or which shall have been subjected to improper installation, misuse or neglect; (ii) Products that have not been maintained and operated in accordance with the Seller's instructions; (iii) normal wear and tear, willful or accidental damage, harsh environment, experimental running; (iv) Products or parts thereof furnished by Buyer or acquired from others at Buyer's request and/or to Buyer's specifications, and use of components not manufactured by or authorized by the Seller in the Products; (v) Products which are expendable in nature, such as, but not limited to, diodes, transistors, o-rings, tyres, flexible hoses, seals, igniter plugs or fuses; (vi) Product with a stated shelf life or 'use by' date, if such shelf life has expired or 'use by' date has passed; (vii) tooling purchased or made for the purpose of manufacturing the Products; (viii) the Buyer or its customer fails to afford the Seller a reasonable opportunity to inspect the Products or Services performed; (ix) the price for Products or Services, or any other goods or services supplied by the Seller or its affiliates, has not been received in full.
8.9 Minor deviations from specifications which do not affect performance of the Products shall not be deemed to constitute defects in materials or workmanship or a failure to comply with the specifications referred to herein. The need for regular overhaul of warranted equipment shall not constitute a defect or failure under this warranty
8.10 THERE ARE NO OTHER WARRANTIES, CONDITIONS OR TERMS, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE.
9. EXCLUSION AND LIMITATION OF LIABILITY
9.1 These terms and conditions set out the entire liability of the Seller (including any liability for the acts or omissions of its sub-contractors) in respect of Products or Services supplied by the Seller and any representation, statement or tortous act or omission including negligence arising under or in connection with the Contract.
9.2 Nothing in these terms and conditions shall exclude or limit the Seller's liability for death or personal injury caused by the Seller's negligence or for fraudulent misrepresentation or for any liability that cannot legally be excluded or limited. ANY LIMITATION OR EXCLUSION OF LIABILITY SHALL APPLY TO THE EXTENT PERMITTED UNDER APPLICABLE LAW.
9.3 THE SELLER SHALL NOT BE LIABLE FOR ANY ECONOMIC LOSS OF WHATEVER NATURE (WHETHER OR NOT SUCH LOSS OR DAMAGE WAS FORESEEN, DIRECT, FORESEEABLE, KNOWN OR OTHERWISE), INCLUDING LOSS OF ANTICIPATED PROFITS, LOSS OF ACTUAL PROFITS (DIRECT OR INDIRECT), LOSS OF ANTICIPATED SAVINGS, LOSS OF BUSINESS, OR FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL LOSS OR DAMAGE HOWSOEVER CAUSED OR ANY LOSSES ARISNG AS A RESULT OF ANY THIRD PARTY BRINGING A CLAIM OF ANY NATURE WHATSOEVER.
9.4 SUBJECT TO SECTION 9.2 ABOVE, THE TOTAL AGGREGATE LIABILITY OF THE SELLER ARISING OUT OF OR IN CONNECTION WITH THE PERFORMANCE OR CONTEMPLATED PERFORMANCE OF THE CONTRACT WHETHER FOR NEGLIGENCE OR BREACH OF CONTRACT OR ANY CAUSE WHATSOEVER SHALL IN NO EVENT EXCEED THE PRICE PAID BY THE BUYER FOR THE PRODUCT OR SERVICES GIVING RISE TO THE BUYER'S CLAIM. NOTWITHSTANDING ANY OTHER TERMS AND CONDITIONS OF THE CONTRACT, THE SELLER SHALL HAVE NO LIABILITY FOR THE USE BY THE BUYER OF COMPONENT PARTS IN THE PRODUCT WHICH ARE NOT MANUFACTURED BY OR AUTHORISED BY THE SELLER.
9.5 The Products or Services are not designed or manufactured for clinical use and are not approved by the US Food and Drug Administration or other agencies for clinical or medical applications. Buyer agrees to indemnify and hold Seller harmless from and against any and all claims, actions, judgments, orders, awards, costs and/or expenses, on account of bodily injury including death and/or property damages sustained by Buyer, Buyer's employees and/or third parties which arise out of or in connection with the medical or clinical use of the Products or Services.
10. SUBCONTRACTING, ASSIGNMENT AND THIRD PARTY RIGHTS
10.1 The Buyer shall not be entitled to assign, charge, subcontract or transfer the Contract or any part of it without the prior written consent of the Seller.
10.2 The Seller may assign, charge, subcontract or transfer the Contract or any part of it to any person, including its affiliate companies, without the consent of the Buyer.
10.3 Other than affiliates of the Seller, a person who is not a party to the Contract (including without limitation any employee, officer, agent, representative or sub-contractor of either party) shall not have any right to enforce any term of the Contract which expressly or by implication confers a benefit on that person without the express prior agreement in writing of the Seller and the Buyer.
10.4 Without prejudice to the intention of the parties to give no rights to the third parties under the Contract, any term of the Contract can be varied and the Contract can be cancelled or terminated without the consent of any third party who might benefit from its terms or have enforceable rights under the Contract.
11. FORCE MAJEURE
11.1 The Seller shall not be held liable for delay or failure in shipment or delivery of the Products or Services due to any cause beyond the reasonable control of the Seller, including, without limitation, war, fire, flood, strikes or other labour disturbance, accidents, Act of God, governmental order or requirement, interruption, obsolescence or shortage of materials, transportation facilities or energy supply, or events beyond the reasonable control of its suppliers or subcontractors ("Force Majeure") and the Seller shall be excused from deliveries to the extent that deliveries may be prevented or delayed by the foregoing Force Majeure. During any such Force Majeure, the Seller will endeavour in good faith to allocate deliveries fairly among its buyers but expressly reserves in its discretion, without liability to the Buyer, the final determination of deliveries to be made. If said Force Majeure continues for a continuous period in excess of ninety (90) days the Seller may terminate the Contract without liability by providing written notice to the Buyer.
12. CONTRACT CANCELLATION, BREACH OF CONTRACT AND INSOLVENCY
12.1 The Buyer may only cancel a Contract (or any part of a Contract) which the Seller has already accepted, with the Seller's prior agreement in writing and provided the Buyer indemnifies the Seller in full in terms established by the Seller. Cancellation charges may apply to such cancellation including but not limited to: (i) all amounts due under the Contract in respect of work performed and/or Products delivered up to the date of cancellation, including all applicable overhead and profit; (ii) any sums which have been paid by the Seller or become payable as a result of the cancellation to its subcontractors and supply chain to procure all or any part of the Products or Services for the Buyer's requirements including all applicable overhead and profit; (iii) the cost of any work, materials and tooling incurred by the Seller, including initial costs, overhead, profit and preparatory expenses allocable thereto, used exclusively by the Seller to supply the Products and Services; (iv) any non-recurring engineering and project investment costs not paid by the Buyer or recovered by the Seller under the Contract; (v) the costs of settling and paying any losses, damages or claims arising out of the termination of work and (vi) reimbursing any other reasonable and proper sums suffered or incurred by the Seller solely in connection with or resulting from the cancellation of the Contract including without limitation overhead and the profit the Seller would have earned under the Contract.
12.2 The Buyer shall pay the Seller all cancellation charges within thirty (30) days of the date of Seller's demand.
12.3 In the event (a) the Buyer commits a breach of any of its obligations under the Contract and fails to remedy such breach within a period of 14 days; or (b) the Buyer fails to make payment under the Contract when due, or suspends payments or is unable to pay its debts as they fall due; or (c) the institution of any proceedings by or against the Buyer, voluntary or involuntary, in bankruptcy or insolvency or for the appointment of an administrator, administrative receiver, receiver or trustee or an assignee for the benefit of creditors of the business or property of the Buyer; or (d) the Buyer suffers or undergoes an analogous procedure in the country in which the Buyer is established; or (e) the Buyer ceases, or threatens to cease, to carry on business; or (f) the Seller reasonably believes that any of the above events is about to occur in relation to the Buyer, then the Seller shall be entitled to cancel this Agreement forthwith by written notice without prejudice to any rights arising prior to said cancellation. The Buyer shall pay cancellation charges as set out in this section.
13. CARE AND USE OF THE BUYER PROPERTY
13.1 It shall be the Buyer's responsibility to ensure that any tooling and/or material issued free of charge and other Buyer Property delivered to the Seller by the Buyer or on its behalf is safe and suitable for manufacture of or incorporation into Products or for the Services to be performed in accordance with all regulatory guidelines and procedures.
13.2 The Seller shall use the Buyer Property solely for the purpose of the Contract and shall at the Buyer's expense maintain the Buyer Property in good order, condition and repair while it is in the Seller's possession or control.
13.3 On completion or termination of the Contract, unless otherwise directed by the Buyer in writing, the Seller shall return the Buyer Property to the Buyer. If the Buyer does not collect or accept delivery of such Buyer Property, the Seller may, after giving not less than thirty (30) days' prior written notice, take reasonable steps to sell such Buyer Property at the best price readily available and account to the Buyer for any excess after deduction of all reasonable storage and selling expenses.
13.4 Without prejudice to any other rights and remedies which the Seller may have under the Contract, the Seller shall, in respect of all debts owed by the Buyer to the Seller, have a general lien on any of the Buyer Property in the Seller's possession and the Seller shall be entitled after thirty (30) days' prior written notice to the Buyer to dispose of such of the Buyer Property as the Seller thinks fit and to apply any proceeds of sale towards the payment of such debts.
14. EXPORT AND GOVERNMENTAL COMPLIANCE
14.1 Each party agrees to comply with all applicable governmental regulations as they relate to the import, export and re-export of information and/or Products and/or Buyer Property. Without limiting the foregoing, the parties shall not disclose or deliver any information or Products and/or Buyer Property provided hereunder in any manner contrary to any applicable export laws and regulations. The parties acknowledge that these laws and regulations impose restrictions on import, export and transfer to third countries of certain categories of information and Products, and that licenses from the applicable regulatory agency may be required before such information and Products and/or Buyer property can be disclosed or delivered hereunder, and that such licences may impose further restrictions on use and further disclosure or delivery of such information and Products and/or Buyer Property.
14.2 The Seller shall not be liable for delays or refusals by governmental authorities or other authorities to grant licences or approvals, nor for suspension or revocation thereof, nor for changes in export classification. Buyer must deliver requested information, including end-user information, necessary for export licences to be granted.
15.1 Any notice to be given under this Contract shall be sufficient if it is in writing, to the attention of the chief executive officer of the other party, or otherwise as directed by each party from time to time, and delivered personally, or via registered or certified mail (postage prepaid with return receipt requested) (with a request for confirmation in a manner typical to the communication types listed previously). Notice shall be deemed sent and received on the date of actual receipt at the other party's principal place of business.
16. INTELLECTUAL PROPERTY RIGHTS
16.1 Any intellectual property rights (including, without limitation, patents, registered and unregistered designs, trade marks and service marks (registered or not) and copyright and any applications for them) in the Products or Services or in any moulds, tools, designs, drawings, or production data owned by the Seller or created by the Seller in the course of the performance of the Contract or otherwise used in the manufacture of the Products or the provision of the Services shall remain the Seller's property unless otherwise expressly agreed by the Seller. The Seller grants, on full payment for the Products or Services the non-exclusive right for the Buyer and bona fide purchasers from the Buyer to use, for the operation of the Products or Services for their intended purpose only, (a) any software supplied with, or embedded in, the Products and Services, and (b) technical manuals and instructions relating to operation and maintenance of the Products and Services. The Buyer hereby grants to the Seller, a non-assignable non-exclusive, royalty-free licence to use any intellectual property rights (including, without limitation, patents, registered and unregistered designs, trade marks and service marks (registered or not) and copyright and any applications for them) owned by the Buyer to the extent necessary for the Seller to supply the whole or any part of the Products or Services in accordance with the Contract. Except as expressly stated herein, nothing in the Contract shall be deemed to have given the Buyer a licence or any other right to use any of the intellectual property rights of the Seller unless otherwise expressly agreed by the Seller.
17.1 The Buyer and Seller shall each keep confidential and shall not, without the prior written consent of the other, disclose to any third party or otherwise make public the terms or existence of the Contract or any other confidential or sensitive information of the other.
17.2 The Buyer agrees that it will not exhibit the Seller's Product, advertisements or price lists relating to any of the Seller's Product or Services without the prior written consent of the Seller.
18.1 Nothing in the Contract shall create, or be deemed to create a partnership or joint venture or relationship of employer and employee or principal and agent between the parties.
18.2 The rights and remedies of the Seller in respect of the Contract shall not be diminished, waived or extinguished by the granting of any indulgence, forbearance or extension of time granted by the Seller nor by any failure of or delay by the Seller in ascertaining or exercising any such rights or remedies. The waiver by the Seller of any breach of the Contract shall not prevent the subsequent enforcement of the Contract and shall not be deemed to be a waiver of any subsequent breach of that or any other terms and conditions.
18.3 If at any time any one or more of the terms of the Contract or any part of one or more of these terms and conditions is held to be or becomes void or otherwise unenforceable for any reason under any applicable law, the same shall be deemed omitted from the Contract and the validity and/or enforceability of the remaining terms and conditions of the Contract shall not in any way be affected or impaired as a result of that omission.
18.4 The Contract sets out the entire agreement and understanding between the Buyer and the Seller in connection with the sale of the Product or Services and shall supersede and replace all documentation previously issued by the Seller or the Buyer. In case of conflict, agreed terms appearing on the face of the Contract shall take precedence over these terms and conditions, and these terms and conditions take precedence over any other documents referred to in the Contract.
18.5 Headings are for reference only and shall not affect the interpretation of these terms and conditions.
19. LAW AND JURISDICTION
19.1 The Contract shall in all respects be construed according to and governed by the laws of the jurisdiction in which Seller is located, or if the Seller is organised under the laws of a state of the United States of America it shall be governed by the laws of the state of California. All disputes shall be referred to and resolved by binding arbitration in London under the Rules of the London Court of International Arbitration except for Seller companies located in the United States of America, for which the binding arbitration shall be administered in Los Angeles County, California by JAMS pursuant to its Streamlined Arbitration Rules and Procedures.
19.2 The United Nations Conventions on Contracts for the International Sale of Product 1980 shall not apply to any aspect of this Contract.