Terms & Conditions | Graepels | Graepel Perforators

Graepel Perforators & Weavers Limited

STANDARD CONDITIONS OF SALE IN IRELAND

1. Interpretation : In these Conditions of Sale :
“Supplier” means Graepel Perforators and Weavers Limited, registered in Ireland no. 422174, whose registered office is at Deloitte, No. 6, Lapps Quay, Cork.
“Customer” means the person who purchases the Goods.
“Goods” means the goods ordered by the Customer from the Supplier, in an order which has been accepted by the Supplier and shall not include any tooling or intellectual property relating to the Goods.
“Prices” and “Price” means the price stated on the Quotation and/or the Sales Order Acknowledgement furnished by the Supplier.
By default all goods are supplied within the tolerances of the relevant B.S Standards unless otherwise specifically requested by the customer when placing an order.
Unless otherwise stated all measurements are metric.
All Quotations are valid in all respects, including price and delivery, for a period of 5 working days from the date of the Quotation, and is subject to review in the event of unscheduled material price increases.
2. Delivery Date : The Supplier shall use reasonable efforts to meet any stated delivery date but shall not be liable (in contract, negligence or otherwise) for any loss or damage arising from its failure to do so, howsoever caused.
3. Delivery Location : Delivery shall be at the Supplier’s premises, unless otherwise agreed.
4. Instalments : Unless otherwise expressly agreed in writing, the Supplier may make delivery in one or more instalments.
5. Packaging, Carriage and Insurance : The Prices are inclusive of any costs of standard packaging. Carriage and insurance shall be arranged and paid for by the Customer.
6. Title : TITLE TO THE GOODS ONLY PASSES TO THE CUSTOMER WHEN PAYMENT IN FULL IS RECEIVED BY THE SUPPLIER. Process waste and punchings will be and remain the Supplier’s property.
7. Risk : Title and risk to the goods purchased shall pass to the Customer upon delivery. Delivery is deemed made when the Goods are paid for in full and made available to the Customer at the Supplier’s premises. For the avoidance of doubt, the Customer is solely responsible for unloading and for removal of grease or oil from the Goods.
8. Returnable Packaging : If the Goods are supplied with packaging designated by the Supplier as returnable, the Customer shall return it, carriage paid and in good order and condition to premises specified by the Supplier.
9. Queries and Complaints : Notification of queries and/or complaints must be notified to the Supplier in writing within fourteen (14) days of receipt of the Goods.
10. Prices : Unless another price is quoted by the Supplier in writing and accepted by the Customer, the price of the Goods is the price stated on the Quotation and/or the Sales Order Acknowledgement furnished by the Supplier, and/or at the Supplier’s relevant trade prices as at the date of the order. The Supplier’s relevant trade prices are available from the Supplier upon request. Without prejudice to the foregoing, and for the avoidance of doubt, any amendment to the order will be at the Customer’s cost.
The Customer will be liable for the costs associated with all waste or spoilage of free issue raw material.
11. VAT : Unless expressly quoted in writing as including VAT, all prices are exclusive of Value Added Tax or other government taxes, or duties or charges of any nature whatsoever (whether of imposed by the Government of the Republic of Ireland or otherwise) which, if applicable, shall be paid by the Customer.
12. Time of Invoice : The Supplier may issue a Statement of Account or, at its discretion, an Invoice to the Customer upon despatch of the Goods.
13. Payment Terms : The Customer shall make all payments due to the Supplier, prior to the Delivery Date of the Goods (as defined in paragraph 2, above) or in line with agreed credit terms, by cleared funds to the Suppliers bank account.
14. No Deductions : The Customer shall make all payments in Euros (or, at the Supplier’s option, whichever other currency may be legal tender on the date of delivery or the date of payment), without set-off or counterclaim and free and clear of all taxes, deductions, withholdings and other charges.
15. Interest : The Customer shall pay to the Supplier interest on any overdue amount at a rate of 7% per annum above the refinancing base rate of the European Central Bank (or, at the Supplier’s option, and if applicable at the date of delivery or the date of payment, at 7% above the Dublin Inter-Bank interest rate (or its equivalent) from time to time) from the due date for payment until payment, calculated on a daily basis and compounded monthly. Interest will be payable both before and after judgment.
16. Warranties : The Supplier warrants that at the time of sale, it will have title to sell the Goods to the Customer.
The Supplier will manufacture and supply Goods in accordance with drawings and specifications supplied or approved by the Customer
The Supplier will entirely rely on the manufacturers and/or vendors of the materials and/or components used in the manufacture of the Goods to ensure that the said materials and/or components are of the requisite quality and comply with the relevant specification(s) or sample(s). Accordingly, the Supplier gives no warranty or representation in regard to the materials’ and/or components’ quality or compliance with specification(s) or sample(s).
Furthermore, the Supplier gives no warranty or representation in regard to any materials or components which are supplied by the Customer.
Subject to the foregoing, the Supplier warrants that the Goods sold to the Customer will conform with the specification for them which will be furnished by the Supplier to the Customer upon request.
17. Remedy : Subject to Clause 20, if the Supplier is in breach of the warranties given by it under Clause 16, its liability shall be limited to :
a) Replacement of the Product concerned ; or, b) At the option of the Supplier, reimbursement of the price.
18. No Other Liability : Subject to Clause 20, the Supplier shall have no further liability to the Customer other than as described in Clause 17, whether under these Conditions of Sale or on any other basis including statutory duty and liability in tort as a result of the sale of the Goods.
19. Copyright : The Customer is solely responsible for and confirms that it has absolute and unfettered right to commission whatsoever work the Supplier is asked to do by the Customer.
The Customer will indemnify the Supplier in respect of any inconvenience, loss and damage (including legal and other costs and expenses) arising howsoever in respect of a breach of promise at Clause 19.
20. Consequential Loss, etc. : Subject to Clause 20, the Supplier shall not under any circumstances be liable to the Customer by reason of any representation or warranty, condition or other term or any duty of common law, or under the express terms of these Conditions of Sale, for any consequential, special, incidental or punitive loss or damage (whether for loss of current or future profits, loss of enterprise value or otherwise) and whether occasioned by the negligence of the Supplier, its employees or agents or otherwise, even if advised of the possibility of such damages.
21. Non-Excludable Liability : Nothing in this these Conditions of Sale shall exclude or limit the liability of the Supplier for death or personal injury resulting from the negligence of the Supplier or any of its employees or agents, nor shall they operate to exclude or limit any statutory rights which cannot be legally excluded
or limited, including the statutory rights of a consumer. Without prejudice to the generality of this clause, the Customer acknowledges that the Goods are likely to be heavy, sharp and coated in grease and great care should be employed in handling them.
22. Severance : If any provision of these Conditions of Sale (or part of a provision) is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions will remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted or modified, the provision will apply with whatever modification is necessary to give effect to the commercial intention of the parties.
23. Application : These Conditions of Sale shall apply to any purchase of Goods under an order which is accepted by the Supplier. No other terms shall apply to the sale of the Goods, including any standard conditions of purchase of the Customer, even if they are printed on the written order of the Customer or any other document issued by the Customer.
24. Waiver and Variation : The Supplier’s failure to exercise or delay in exercising a right or remedy provided by this Agreement or by law does not constitute a waiver of the right or remedy or a waiver of other rights or remedies by the Supplier. No single or partial exercise by the Supplier of a right or remedy provided by this Agreement or by law prevents further exercise of the right or remedy or the exercise of another right or remedy. No variation of this Agreement shall be effective unless it is made in writing, in advance, and signed by the Supplier.

25. Spare Parts Defence: All copyright, trademarks, logos and brand names referred to within this site are acknowledged to below to their respective owners. Graepels Perforators & Weavers Ltd is not affiliated or associated with these brands and no inference should be made to suggest otherwise. Graepel Perforators & Weavers Ltd is an independent provider of OEM Parts to the industry and a provider of quality replacement after market parts to the industry.
26. Governing Law : These Conditions of Sale and any associated contracts, arrangements and relationships shall be governed and construed in accordance with the laws of the Republic of Ireland and are subject to the exclusive jurisdiction of the Irish courts.

CONDITIONS OF SALE OF GOODS AND WHERE APPLICABLE SERVICES IN THE UK ONLY

1. Interpretation

CONDITIONS OF SALE OF GOODS AND WHERE APPLICABLE SERVICES IN THE UK ONLY

1.1 ln these Conditions:
‘BUYER· means the person who accepts a quotation of the Seller for the sales of the Goods and/or Services or whose order for the Goods and/or Services is accepted by the Seller.
·GOODS’ means the goods (including any installment of the goods or any parts for them) which the Seller is to supply in accordance with these Conditions.
“SELLER’ means Graepel Perforators Limited registered in England and Wales under number 1074386. ‘CONDITIONS’ means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any specia l terms and conditions agreed in writing between the Buyer
and Seller.
‘CONTRACT’ means the contract for the purchase and sale of the Goods.
‘WRITlNG’ includes telex, cable, facsimile transmission and comparable means of communication. ‘SERVICES ‘ means any services which the seller supplies to the Buyer in accordance with these condjtions.
1.2 Any reference in these Conditions 10 any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
1.3 The headings in these Conditions are for convenie nce only and shall not affect their interpretation.

2. Basis of the Sale
2.1 The Seller shall sell and the Buyer s hall purchase the Goods and/or Services in accordance with any written quotation of the Seller which is accepted by the Buyer, or any written order of the Buyer which is accepted by the Seller, subject in either case to these Conditions. which shall govern the Contract to the exclusion of any other tenns and conditions subjec t to which any such puotation is accepted or purported to be accepted, or any such order is made or purported to be made, by the Buyer.
2.2 No varia tion to these Conditions shall be binding unless agreed in Writing between the authorised representatives of the Buyer and the Seller.
2.3 The Seller’s employees or agents are not authorised to make any representations concerning the Goods or
Services unless confirmed by the Seller in Writing. In entering into the Contract the Buyer acknowledges that is does not rely on any such representations wh.ich are not so confirmed.
2.4 Any advice or recommendation given by the Seller or its employees or agents to the Buyer or its employees or agents as to the storage. application or use of the Goods wh.ich is not confirmed in Writing by the Seller is followed or acted upon entirely at the Buyer’s own risk, and accordingly the Seller shall not be liable for any suc h advice or recommendation which is not so confirmed.
2.5 Any typographical , clerical or other error or omission in any sales literature, quotation. price list, acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.

3. Orders and specifications
3.1 No order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until confirmed in Writing by the Seller’s authorised representative.
3.2 The Buyer shall be responsible 10 the Seller for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Buyer. and for giving the SelleF any nece ssary information relating to the Goods and/or Services within a sufficient time to enable the Seller to perform the Contract in accordance with its terms.
3.3 The quantity, quality and description of any specification for the Goods and/or Services shall be those set out in the Seller’s quotation (if accepted by the Buyer) or the Buyer ‘s order (if accepted by the Seller)
3.4 If the Goods are to be manufactured or any process is to be applied to the Goods by the Seller or Services s uppl ie d to the Buyer in accordance with a specification submitted by the Buyer. the Buyer shall indemnify the Seller against all loss, damages, costs and expenses awarded against or incurred by the Seller in
connection with or paid or agreed to be paid by the Seller in set tleme nt of any claim for infringement of any patent, copyright. design. trade mark or other industrial or intellectual property rights of any other person which results from the Seller’s use of the Buyer’s specification.
3.5 The Seller reserves the right to make any changes in the specification of the Goods or Services which are required to conform with any applicable statutory or EC requirements or, where the Goods are to be supplied to the Seller’s specification. which do not materially affect their quality or performance.
3.6 No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement
in Writing of the Seller and on terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages. charges and expenses incurred by the Seller as a result of cancellation.

4. Price of the goods
4.1 The price of the Goods and/or Services shall be the Seller’s quoted price or. where no price has been quoted (or a quoted price is no lon ger valid), the price listed in the Seller’s published price list current at the date of acceptance of order. All prices quoted are valid for 7 days only or until earlier acceptance by the Buyer. after which time they may be altered by the Seller without giving notice to the Buyer.
4.2 The Seller reserves the right, by giving notice to the Buyer at any time before delivery, to increase the price of the Goods or Services to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties. significanl increase in the costs of labour, materials or other costs of manufacture).
4.3 Except as otherwise stated under the terms of any quotation or in any price list of the Seller , and unless otherwise agreed in Writing between the Buyer and the Seller, all prices are given by the Seller on an ex works basis. and where the Seller agrees to deliver the Goods otherwise than at the Seller ‘s premises. the Buyer sha ll be liable to pay the Seller’s charges for transport. packaging and insurance .
4.4 The price is exclusive of any applicable value added tax, which the Buyer shall be additionally liable to pay
the Seller.
4.5 The cost of pallets and returnable containers will be charged to the Buyer in addition to the price of the Goods, but full credit will be given to the Buyer provided they arc returned undamaged to the Seller before the due payment date.

5. Terms of Payment
5.1 Subject to any special tenns agreed in Writing between the Buyer and the Seller. the Seller shall be entitled to invoice the Buyer for the price of the Goods on or at any time after delivery of the Goods and/or Services. unless in the case of Goods the Goods are to be collected by the Buyer or the Buyer wrongfully fails to take delivery of the Goods, in which event the Seller shall be entitled to invoice the Buyer for the price at any time after the Seller has notified the Buyer that the Goods are ready for collection or(as the case may be) the Seller has tendered delivery of the Goods.
5.2 The Buyer shal l pay the price of the Goods (less any discount to which the Buyer is entitled, but without any
other deduction) within 30 days of the date of the Seller’s invoice. and the Seller shall be entitled to recover the price. notwi thstanding that delivery may not have taken place and the property in the Goods has not passed to the Buyer. The time of payment will be issued only upon receipt.
5.3 If the Buyer fails to make any payment in respect of the Goods and/or Services on the due date then. without prejudice to any other right or remedy available 10 the seller, the Seller shall be entitled to:
5.3.1 cancel the contract or suspend any further deliveries of Goods and/or Services to the Buyer;
5.3.2 appropriate any payment made by the Buyer to such of the Goods (or the Goods supplied under any other contract between the Buyer and the Se!Jer) or Services as the Seller may think fit (notwithstanding any purported appropriation by the Buyer); and
5.3.3 charge the Buyer interest (both before and after any judgement) on the amount unpaid, at the rate of 4 per cent per annum above Allied Irish Bank Pie’s base rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of caJculating interest).

6. Delivery
6.1 Delivery of the Goods shall be made by the Buyer collecting the Goods at the Seller ‘s premises at any time after the Seller as notified the Buyer that the Goods arc ready for collection or. if some other place for delivery is agreed by the Seller, by the Seller delivering the Goods to that place.
6.2 Any dates quoted for delivery of the Goods and/or Services are approximate only and the Seller shall not be
liable for any delay in delivery of the Goods and/or Services however caused. Time for delivery of the Goods and/or Services shall not be of the essence of the Contract unless previously agreed by the Seller in writing . The goods may be delivered by the Seller in advance of the quoted delivery date upon giving reasonable notice to the Buyer.
6.3 Where delivery of the Goods is to be made by the Seller in bulk, the Seller reserves the right 10 deliver up to IO per cent more or IO per cent less than the quantity ordered without adjustment in the price, and the quantity so delivered shall be deemed to be the quantity ordered.
6.4 Where the goods are to be delivered in installments, each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the installments in accordance with these Conditions or any claim by the Buyer in respect of any one or more installment shall not entitle the Buyer to treat the Contract as a whole as repudiated.
6.5 If the Seller fails to deHver the Goods (on any installment) and/or Services for any reason other than any cause beyond the Seller’s rea’ionable control or the Buyer ‘s fault, and the Seller is accordingly liable to the Buyer, the Seller’s liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available mark t) of similar Goods and/or Services to replace those not delivered over the price of the Goods and/or Services.
6.6 If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery instruction at the time stated for delivery (otherwi se than by reason of any cause beyond the Buyer ‘s reasonable control or by reason of the Seller·s fault) then. without prejudice to any other right or remedy available to the Seller, the
Seller may:
6.6.1 store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage; or
6.6.2 sell the Goods at the best price readi ly obtainable and (after deducting all reaso nable s torage and selling ex penses) account to the Buyer for the excess over the price under the Contract or charge the Buyer for any shortfall below the price under the Contract.

7. Risk and Property
7. I Risk of damage to or loss of the Goods sha ll pass to the Buyer:
7.1.1 in the case of Goods to be delivered at the Seller’s premises, at the time when the Seller noti fies the Buyer that the Goods are available for collection; or
7.1.2 in the case of Goods to be delivered otherwise than al the Seller’s premises, at the time of delivery or, if the Buyer wrongfully fails 10 take delivery of the Goods. the time when the Seller has tendered delivery of the Goods.
7.2 Notwithstanding deHvery and the passing of risk in the Goods, or any other provision of these Conditions,
the property in the Goods shall nol pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Goods and all other goods agreed to be sold by the Seller to the Buyer for which payment is then due.
7.3 Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Seller’s fiduciary agent and bailee , and shall keep the Goods separate from those of the Buyer and third panics and properly stored, protected and insured and identified as the Seller ‘s pro perty, but the Buyer shall
be entitled to resell or use the Goods in the ordinary course of its business.
7.4 Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold) . the Seller shall be entitled at any time to require the Buyer to deliver up the Goods to the Seller and, if the Buyer fails to do so forthwith . to enter upon any premises of the Buyer or any third party where the Goods are stored and repossess the Goods.
7.5 The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtness any of the Goods which remain the property of the Seller, but if the Buyer does so all moneys owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.

8. Warranties and liability
8.1 Subject to the conditions set out below the Seller warrants that the Goods will correspond with their specification at the time of delivery and will be free from defects in material and workmanship for a period of 6 months from the date of their initial use or months from delivery, whichever is the first to expire . In the case of Services the Seller warrants that they will be provided using reasonable care and skill.
8.2 The above warranties are given by the Seller subject to the following conditions:
8.2.1 the Seller shall be under no liability in respect of any defect in the Goods or errors in the Services arising from any drawing, design or specification supplied by the buyer.
8.2.2 the Seller shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Seller’s instructions (whether oral or in writing), misuse or alteration or repair of the Goods without the Seller ‘s approval;
8.2.3 the Seller shall be under no liability under the above warranty (or any other warranty. condition or guarantee) if the total price for the Goods and/or Services has not been paid by the due date for payment;
8.2.4 the above warranty does not extend to parts. materials or equipment not manufactured by the Seller , in respect of which the Buyer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to the Seller.
8.3 Subject as expressly provided in these Conditions, and except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law .
8.4 Where the Goods are sold under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements Order 1976) the statutory rights of the Buyer are not affected by these Conditions.
8.5 Any claim by the Buyer which is based on any defect in the quality or condition of the Goods and/or Services or their failure to correspond with specification or as to the quality of the Services shall (whether or not delivery is refused by the Buyer) be notified to the Seller in respect of the goods within 7 days from the date
of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure and in respect of Services within 14 days from delivery of the Services. If delivery is not refused. and the Buyer does not notify the Seller accordingly, the Buyer shall not be entitled to reject the Goods and the Seller shall have no liability for such defect or failure, and the Buyer shall be bound to pay the price as if the goods had been delivered in accordance with the Contract.
8.6 Where any val.id claim in respect of any of the Goods which is based on any defect in the quality or condition of the Goods or their failure to meet specification is notified to the Seller in accordance with these Conditions, the Seller shall be entitled to replace the Goods (or the pan in ques tion) free of charge or, at the Seller’s sole discretion, refund the Buyer the price of the Goods (or a proponionate pan of the price), but the Seller shall have no further liabil.ity to the Buyer.
8.7 Except in respect of death or personal injury caused by the Seller’s neg ligence . the Seller shall not be liable to the Buyer by reason of any representation (unless fraudulent). or any implied warranty, condition or other term, or any duty at common law, or under the express terms of Contract, for any indirect, special or consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for compensation whatsoever, (whether caused by negligence of the Seller, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Buyer or which arise out of or in connection with the supply of Services, and the entire liability of the Seller under or in connection with the Contract shall not exceed the price of the Goods or Services. except as express ly provided in these Cond.itions.
8.8 The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing. or any failure to perform. any of the Seller’s obligations in relation to the Goods and/or Services. if the delay or failure was due to any cause beyond the Se ller ‘s reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the Seller’ s reasonable control:
8.8.1 Act of God, ex.plosion. flood, tempest, fire or accident;
8.8.2 war or threat of war, sabotage. insurrection, civil disturbance or requisition;
8.8.3 acts, restrictions, regulations , bye•law s. prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority ;
8.8.4 impon or expon regulations or embargoes;
8.8.5 strikes, lock -o uts or other industrial actions or trade disputes (whether involving employees of the Seller or
of a third party);
8.8.6 difficulties in obtaining raw materials , labour, fuel. parts of machinery;
8.8.7 power failure or breakdown in machinery.

9 Insolvency of Buyer
9.8 This clause applies if:
9.8.1 the Buyer makes any voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or
9.8.2 an encumbrancer takes possession, or a receiver is appointed. of any of the property or assets of the Buyer ;
or
9.8.3 the Buyer ceases. or threatens to cease. to carry on business; or
9.8.4 the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly .
9.9 lf this clause applies then, without prejudice to any other right or remedy available to the Seller. the Seller shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer, and if the Goods and/or Services have been delivered but not paid for the price
thereof shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

9 General
9.1 The Seller is a member of the group of companies and accordingly the Seller may perform any of its obligations or exercise any of its rights hereunder by itself or through any other member of its group. provided that any act or omission of any such other member shall be deemed to be the act or omission of the Seller.
9.2 Any notice required or permitted to be given by either party to the other under these Conditions shall be in Writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant 10 this provision to the pany giving the notice .
9.3 No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.
9.4 If any provision of these Conditions is held by any competent authority to be invalid or unenforcable in whole or in pan the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected.
9.5 Any dispute arising under or in connection with these Conditions or the sale of the Goods or Services shall be referred to arbitration by a single arbitrator appointed by agreement or (in default) nominated on the application of either party by the President for the time being of, in accordance with the rules of.
9.6 The Contract shall be governed by the laws of England , and the Buyer agrees to submit to non-exclusive jurisdiction of the English courts.