Our terms of service

Please read these Terms carefully and make sure that You understand them, before ordering any Goods from our Site. Please note that by ordering any of our Goods, You agree to be bound by these Terms and any other documents expressly referred to in it. Please check the box accepting these Terms on the order summary page of the Site. If You refuse to accept these Terms, You will not be able to order any Goods from our site.

You should print a copy of these Terms or save them to your computer for future reference. We amend these Terms from time to time as set out in clause 15.6. Every time You wish to order Goods, please check these Terms to ensure You understand the terms which will apply at that time. These Terms were most recently updated on 7th of August 2018.

1. INTERPRETATION
   
   1.1 Definitions: In these Terms, the following definitions apply:

• Business Day: a day (other than a Saturday, Sunday or public holiday) when UK clearing banks in the City of London are open for business.
• Business Hours: between 09:00 and 17:00 GMT on a Business Day;
• Catalogue: the Cheshire Organics catalogue containing details of Goods available for sale.
• Contract: the contract between You and Cheshire Organics for the sale and purchase of the Goods in accordance with these Terms.
• Force Majeure Event: has the meaning given in clause 14.
• Goods: the goods (or any part of them) set out in the Order.
• International Delivery Destinations: means any country outside the United Kingdom which Cheshire Organics notifies the customer that Cheshire Organics is prepared to deliver the Goods to.
• Cheshire Organics: Cheshire Organics Limited (registered in England and Wales with company number 12736511) and whose registered office at The Heath Business and Technical Park, Runcorn, Cheshire, England WA7 4QX also referred to throughout the Terms as “We” and “Us”.
• Order: the Customer’s order for the Goods, as set out in the Order Confirmation.
• Specification: any specification for the Goods that is agreed in writing between You and Us.
• Terms: the terms and conditions set out in this document as amended from time to time in accordance with clause 15.6.
• You: the person, company or firm who purchases the Goods from Cheshire Organics.

1.2 Construction. In these Terms, the following rules apply:

• (a) A reference to a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
• (b) A reference to a party includes its personal representatives, successors or permitted assigns.
• (c) A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
• (d) Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
• (e) A reference to writing or written includes e-mails.
• (f) Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

2. INFORMATION ABOUT CHESHIRE ORGANICS AND SITE

2.1 Cheshire Organics operates the website www.cheshireorganics.com (the “Site”).

2.2 To contact Us, please see the Contact Us page accessible from the home page of the Site.

3. BASIS OF CONTRACT

3.1 These Terms apply to the Contract to the exclusion of any other terms that You seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

3.2 You warrant that You are entering into the Contract with Cheshire Organics in the course of business and undertake that You are not a “Consumer” as defined in the Consumer Protection (Distance Selling) Regulations 2000, (the “Regulations”) and any amendment to the Regulations.

3.3 In order to ensure that the Goods are only supplied to customers with legitimate interests in organic compounds, Cheshire Organics only sells Goods to businesses and recognised research institutions who register as users prior to making purchases via the Site or otherwise (“Registered Users”). Registered Users will have a user name and password that must be used in order to access the purchase pages on the Site. Each Registered User must keep its user name and password confidential and secure. For the avoidance of doubt, Cheshire Organics will not accept orders other than from Registered Users.

3.4 To register as a user You must supply information about your organisation requested on the Site.

3.5 In registering as a user and making purchases from the Site, You warrant that the information supplied is true, complete and accurate.

3.6 Cheshire Organics reserves the right to refuse any application to become a Registered User for any reason whatsoever, including without limitation if Cheshire Organics has reason to believe that You have provided inaccurate or misleading information at any point.

3.7 Cheshire Organics may delete a Registered User for any reason whatsoever, including without limitation if We have reason to believe that You have failed to keep your registered user details confidential or that You seek to buy the Goods for any reason that is unlawful.

3.8 You acknowledge and accept that any Goods purchased from Cheshire Organics can be hazardous and that their toxicity, hazards and reaction to combination with other articles or substances can be unknown. The Goods are to be used for research and development purposes only and by persons who are competent and appropriately trained in the use of organic compounds.

3.9 You may place an order to purchase Goods on the Site by selecting the Goods in which You are interested in purchasing. You will submit the order by clicking “place order” (the “Proposed Order”).

3.10 All Proposed Orders placed by You are subject to acceptance by Cheshire Organics, who may choose not to accept the Proposed Order for any reason.

3.11 You are responsible for ensuring that the terms of the Proposed Order and any applicable Specification that You submit in writing are complete and accurate.

3.12 After You have placed a Proposed Order, You will receive an e-mail or telephone call from Cheshire Organics acknowledging receipt of the Proposed Order. This does not mean that the Order has been accepted. Acceptance of the Proposed Order will take place as described in clause 3.14.

3.13 If Cheshire Organics is unable to supply You with the Goods that You have requested, for example because those Goods are not in stock or no longer available or because of an error in the price on the Site, Cheshire Organics will inform You of this by e-mail or telephone and Cheshire Organics will not process or accept the Proposed Order. If You have already paid for the Goods, Cheshire Organics will refund You in full within 10 Business Days of the notice to You that the Proposed Order is not accepted or cannot be processed.

3.14 When Cheshire Organics choose to accept the Proposed Order We will send You an e-mail that confirms that the Proposed Order has been accepted by Cheshire Organics (“Order Confirmation”). The Contract between You and Cheshire Organics will only be formed when We send You the Order Confirmation.

3.15 The Contract constitutes the entire agreement between the parties. You acknowledge that You have not relied on any statement, promise or representation made or given by or on behalf of Cheshire Organics which is not set out in the Contract, and/or the Order Confirmation.

3.16 Any samples, drawings, descriptive matter, or advertising produced by or on behalf of Cheshire Organics and any descriptions or illustrations contained in the Catalogue, or on the Site are produced for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract or have any contractual force.

3.17 A quotation for the Goods given by Cheshire Organics shall not constitute an offer. A quotation shall only be valid for a period of 15 days from its date of issue.

3.18 In the event of a conflict between the terms contained in these Terms, and those contained in the Order Confirmation, the terms of the Order Confirmation shall prevail and take precedent.

4. GOODS

4.1 The Goods are described in the Catalogue, and/or the Site, and/or the Specification (if applicable).

4.2 To the extent that the Goods are to be manufactured in accordance with a Specification supplied by You, and/or where You have modified the Goods in any way including without limitation by combining the Goods with other products or substances or in the operation of any process You shall indemnify Cheshire Organics against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by Cheshire Organics in connection with any claim made against Cheshire Organics for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with Cheshire Organics’’ use of the Specification. This clause 4.2 shall survive termination of the Contract, howsoever arising.

4.3 Cheshire Organics reserves the right to amend the Goods and/or the Specification if required by, and/or to comply with any applicable statutory or regulatory requirements, health and safety policies and/or in order to comply with the best trade practice.

5. DELIVERY

5.1 Cheshire Organics shall ensure that each delivery of the Goods is accompanied by technical data sheets, and a delivery note will contain all relevant reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered.

5.2 Cheshire Organics does not warrant the accuracy of any of the information contained in the technical data sheets and shall not be liable for any cost or liability incurred by You as a result of its inaccuracy.

5.3 Upon delivery, You will be responsible for testing the Goods and ensuring that You have been supplied with the correct Goods, or Goods that comply with the Specification before making any use of the Goods. In the event that You have been supplied with incorrect Goods, or Goods that do not comply with the Specification, Cheshire Organics will endeavour to replace the Goods with the correct Goods, or Goods that comply with the Specification, at Cheshire Organics’ cost, upon receiving notice in writing from You. Where Cheshire Organics is unable to replace the Goods, Cheshire Organics will refund the price of the Goods.

5.4 Cheshire Organics shall deliver the Goods to the address supplied by You (provided always that Cheshire Organics is permitted (by law or otherwise) to deliver to such location (“Delivery Location”), and where Cheshire Organics cannot, the Goods shall be delivered to the location stated in the Order Confirmation (“Alternate Location”), at any time after Cheshire Organics notifies You that the Goods are ready.

5.5 Delivery of the Goods shall be completed on the Goods’ arrival at the Delivery Location or if applicable the Alternate Location.

5.6 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. Cheshire Organics shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or Your failure to provide Cheshire Organics with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

5.7 If Cheshire Organics fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by You in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. Cheshire Organics shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or Your failure to provide Cheshire Organics with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

5.8 If You fail to accept delivery of the Goods, then, except where such failure or delay is caused by a Force Majeure Event or Cheshire Organics’ failure to comply with its obligations under the Contract:

• (a) delivery of the Goods shall be deemed to have been completed at 9.00 am on the fifth Business Day after the day on which Cheshire Organics notified You that the Goods were ready; and
• (b) Cheshire Organics shall store the Goods until delivery takes place, and charge You for all related costs and expenses (including insurance).

5.9 If 10 Business Days after the day on which Cheshire Organics notified You that the Goods were ready for delivery You have not accepted delivery of them, Cheshire Organics may resell or otherwise dispose of part or all of the Goods.

5.10 You shall not be entitled to reject the Goods if Cheshire Organics delivers up to and including 5% more or less than the quantity of Goods ordered.

5.11 Should you wish to return the Goods to Cheshire Organics (other than in accordance with clause 8.2) you may do so provided that:

• (a) not more than 20 days have expired since the Goods were delivered (or deemed to have been delivered);
• (b) We agree to the return of the Goods prior to shipping in writing;
• (c) Cheshire Organics may require You pay a restocking fee of up to 20% of the price of the Goods, and, where payment has already been made for the Goods, this will be deducted from the amount that Cheshire Organics will refund to You;
• (d) You are responsible for paying all shipping and delivery fees incurred in returning the Goods to Cheshire Organics; and (e) the risk in the Goods shall remain with You until the Goods are delivered to the address supplied by Cheshire Organics.

5.12 Cheshire Organics may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate Contract. Any delay in delivery or defect in an instalment shall not entitle You to cancel any other instalment.

6. INTERNATIONAL DELIVERY

6.1 Cheshire Organics delivers to International Delivery Destinations.

6.2 If You order Goods from the Site for delivery to one of the International Delivery Destinations, the Order may be subject to import duties and taxes which are applied when the delivery reaches that destination. Please note that Cheshire Organics has no control over these charges and cannot predict their amount.

6.3 You will be responsible for payment of any such import duties and taxes and You are advised to contact your local customs office for further information before placing an order.

6.4 You must comply with all applicable laws and regulations of the country for which the Goods are destined. Cheshire Organics will not be liable or responsible if You contravene any such law.

7. SHIPPING AND PACKAGING

7.1 Wherever possible and provided it is compliant with all applicable regulatory and statutory requirements, Cheshire Organics will ship the Goods by your preferred method, and such method must be notified to Cheshire Organics upon placing the Order and in any event prior to the Order Confirmation being sent by Cheshire Organics. If You do not state a method of shipment We shall have the right to decide the shipping method.

7.2 Where You have requested that Cheshire Organics ships your Goods using your preferred method, Cheshire Organics will charge You for the full cost of such shipping.

7.3 Cheshire Organics is entitled to charge an additional packaging fee for specialist packaging materials including, without limitation, for any specialised packaging required for the shipping of hazardous Goods.

7.4 Cheshire Organics will include details of additional packaging fees pursuant to clause 7.2 and 7.3 in the Order Confirmation.

7.5 Cheshire Organics offers free shipping to the UK and Europe under the following conditions:

• (a) Free shipping within the UK for orders of up to 10kg of non-hazardous material.
• (b) Free shipping within Europe for orders over €500 and up to 10kg of non-hazardous material.
• (c) For hazardous materials and orders exceeding 10kg shipping fees will apply, please contact us for more details.

7.6 Please note that where possible shipping can be arranged with your courier account. Provide courier details where necessary.

8. QUALITY

8.1 Cheshire Organics warrants that on delivery, the Goods shall:

• (a) conform in all material respects with their description and the Specification (if applicable);
• (b) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979; and
• (c) have a purity level of a minimum of 95% unless the purity level is specified, to the contrary in the Catalogue, and/or any Specification, and/or Order Confirmation.

8.2 Subject to clause 8.3, only if:

• (a) You give notice in writing to Cheshire Organics within 28 days of receipt of the Goods that some or all of the Goods do not comply with the warranty set out in clause 8.1;
• (b) Cheshire Organics is given a reasonable opportunity of examining such Goods; and
• (c) You (if asked to do so by Cheshire Organics) returns such Goods to Cheshire Organics’ place of business at your cost,

Cheshire Organics shall, at its option, remedy or replace the defective Goods, or refund the price of the defective Goods in full.

8.3 Cheshire Organics shall not be liable for Goods’ failure to comply with the warranty set out in clause 8.1 in any of the following events:

• (a) You have made use of the Goods without having tested them and ensured that You were supplied with the correct Goods;
• (b) You make any further use of such Goods after giving notice in accordance with clause 8.2;
• (c) the defect arises because You failed to follow Cheshire Organics’ oral or written instructions as to the storage, and/or use of the Goods or (if there are none) good trade practice regarding the same;
• (d) the defect arises as a result of Cheshire Organics following any formulation, design or Specification supplied by You;
• (e) You alter or seek to remedy such Goods without the written consent of Cheshire Organics;
• (f) the defect arises as a result of wilful damage, negligence, or abnormal storage or working conditions; or
• (g) the Goods differ from their description or the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

8.4 Except as provided in this clause 8, Cheshire Organics shall have no liability to You in respect of the Goods’ failure to comply with the warranty set out in clause 8.1.

8.5 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.

8.6 These Terms shall apply to any replacement Goods supplied by Cheshire Organics.

9. TITLE AND RISK

9.1 The risk in the Goods shall pass to You on completion of delivery or deemed delivery.

9.2 Title to the Goods shall not pass to You until Cheshire Organics has received payment in full and the Goods are ready for dispatch.

10. PRICE AND PAYMENT 10.1 The price of the Goods shall be the price set out in the Order Confirmation, or, if no price is quoted, the price specified on the Site in force as at the date of the Order Confirmation.

10.2 Cheshire Organics may, by giving notice to You at any time up to 10 Business Days before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:

• (a) any factor beyond Cheshire Organics’ control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs); (b) any request by You to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or
• (c) any delay caused by any of Your instructions or failure to give Cheshire Organics adequate or accurate information or instructions.

10.3 The price of the Goods is exclusive of VAT, the costs and charges of packaging, insurance and transport of the Goods, any import duties and taxes in accordance with clause 6 (and including, without limit, any additional duties or taxes payable for the import and export of hazardous goods), where the payment is to be made in a foreign currency any associated bank charges, which shall be the responsibility of and invoiced to You.

10.4 You shall on receipt of a valid VAT invoice (if applicable) from Cheshire Organics, pay to Cheshire Organics such additional amounts in respect of VAT as chargeable on the supply of the Goods.

10.5 Cheshire Organics may invoice You for the Goods:

• (i) on your placing of the Proposed Order;
• (ii) upon sending the Order Confirmation to You;
• (iii) on dispatch of the Goods; or
• (iv) at any other time.

10.6 Where You have not paid the invoice at the point of placing the Proposed Order, You shall pay the invoice in full and in cleared funds within 30 days of the date of the invoice unless We have agreed otherwise. Payment shall be made in the currency invoiced to the bank account nominated in writing by Cheshire Organics . Time of payment is of the essence.

10.7 If You fail to make any payment due to Cheshire Organics under the Contract by the due date for payment (“Due Date”), then You shall pay interest on the overdue amount at the rate of 3% per annum above Lloyds TSB Bank plc’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You shall pay the interest together with the overdue amount.

10.8 Notwithstanding the provisions of clause 10.7, if You fail to make any payment due to Cheshire Organics under the Contract by the Due Date, Cheshire Organics shall be entitled to:

• i. suspend delivery under the Contract of the Goods;
• ii. suspend delivery of Goods under any other contract with Cheshire Organics; and
• iii. terminate the Contract with immediate effect.

10.9 You shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and You shall not be entitled to assert any credit, set-off or counterclaim against Cheshire Organics in order to justify withholding payment of any such amount in whole or in part. Cheshire Organics may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by You against any amount payable by Cheshire Organics to You.

11. YOUR INSOLVENCY OR INCAPACITY

11.1 If You become subject to any of the events listed in clause 11.2, or Cheshire Organics reasonably believes that You are about to become subject to any of them and notifies You accordingly, then, without limiting any other right or remedy available to Cheshire Organics, Cheshire Organics may terminate the Contract with immediate effect, without incurring any liability to You, and all outstanding sums in respect of Goods delivered to You shall become immediately due.

11.2 For the purposes of clause 11.1, the relevant events are:

• (a) You suspend, or threaten to suspend, payment of your debts, or are unable to pay your debts as they fall due or admit inability to pay your debts, or (being a company) are deemed unable to pay your debts within the meaning of section 123 of the Insolvency Act 1986;
• (b) You commence negotiations with all or any class of your creditors with a view to rescheduling any of your debts, or make a proposal for or enter into any compromise or arrangement with your creditors other than (where You are a company) where these events take place for the sole purpose of a scheme for a solvent amalgamation of You with one or more other companies or your solvent reconstruction;
• (c) (being a company) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with your winding up, other than for the sole purpose of a scheme for a solvent amalgamation of You with one or more other companies or your solvent reconstruction;
• (d) a creditor or encumbrancer of You attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of your assets and such attachment or process is not discharged within 14 days;
• (e) (being a company) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over You;
• (f) (being a company) a floating charge holder over your assets has become entitled to appoint or has appointed an administrative receiver;
• (g) a person becomes entitled to appoint a receiver over your assets or a receiver is appointed over the Customer’s assets;
• (h) any event occurs, or proceeding is taken, with respect to You in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 11.2(a) to clause 11.2(g) (inclusive);
• (i) You suspend, threaten to suspend, cease or threaten to cease to carry on all or substantially the whole of your business;
• (j) your financial position deteriorates to such an extent that in Cheshire Organics’ opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.

12. SURVIVAL OF TERMS

Termination of the Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination. The following clauses shall survive termination of the Contract shall continue in full force and effect – clause 1, clause 4.2, clause 9, clauses 12, 13 and 15.

13. LIMITATION OF LIABILITY

13.1 Nothing in these Terms shall limit or exclude Cheshire Organics’ liability for:

• (a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
• (b) fraud or fraudulent misrepresentation;
• (c) breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
• (d) defective Goods under the Consumer Protection Act 1987; and
• (e) any matter in respect of which it would be unlawful for Cheshire Organics to exclude or restrict liability.

13.2 Subject to clause 13.1:

• (a) Cheshire Organics shall under no circumstances whatever be liable to You, whether in:
• (i) contract;
• (ii) tort (including negligence);or
• (iii) breach of statutory duty;
• (iv) or otherwise, for any:

• (A) loss of profit; or
• (B) any indirect or consequential loss, arising under or in connection with the Contract; and

• (b) Cheshire Organics’ total liability to You in respect of all other losses arising under or in connection with the Contract, whether in:
• (i) contract;
• (ii) tort (including negligence);
• (iii) breach of statutory duty;
• (iv) or otherwise, shall in no circumstances exceed the lower of:

• (A) three times the price of the Goods; or
• (B) one million pounds sterling (£1,000,000.00).

14. FORCE MAJEURE

14.1 A party, provided that it has complied with the provisions of clause 14.3, shall not be in breach of these Terms nor liable for any failure or delay in performance of any obligations under these Terms (and, subject to clause 14.4, the time for performance of the obligations shall be extended accordingly) arising from or attributable to acts, events, omissions or accidents beyond its reasonable control (Force Majeure Event), including but not limited to any of the following:

• (a) Acts of God, flood, earthquake, windstorm or other natural disaster;
• (b) epidemic or pandemic;
• (c) war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, breaking off of diplomatic relations or similar actions;
• (d) terrorist attack, civil war, civil commotion or riots;
• (e) nuclear, chemical or biological contamination or sonic boom;
• (f) any law or government order, rule, regulation or direction, or any action taken by a government or public authority, including but not limited to imposing an embargo, export or import restriction, quota or other restriction or prohibition, or failing to grant a necessary licence or consent;
• (g) fire, explosion (other than in each case one caused by a breach of contract by, or assistance of, the party seeking to rely on this clause or companies in the same group as such party) or accidental damage;
• (h) loss at sea; (i) extreme adverse weather conditions;
• (j) interruption or failure of utility service, including but not limited to electric power, gas or water;
• (k) any labour dispute, including but not limited to strikes, industrial action or lockouts (other than in each case by the party seeking to rely on this clause, or companies in the same group as such party);
• (l) non-performance by suppliers or subcontractors (other than by companies in the same group as the party seeking to rely on this clause); and
• (m) collapse of building structures, failure of plant machinery, machinery, computers or vehicles.

14.2 The corresponding obligations of the other party or parties will be suspended to the same extent as those of the party first affected by the Force Majeure Event.

14.3 Any party that is subject to a Force Majeure Event shall not be in breach of this agreement provided that:

• (a) it notifies the other party in writing of the nature and extent of the Force Majeure Event causing its failure or delay in performance within three Business Days of its awareness of the existence of the Force Majeur Event; and
• (b) it has used all reasonable endeavours to mitigate the effect of the Force Majeure Event, to carry out its obligations under this agreement in any way that is reasonably practicable and to resume the performance of its obligations as soon as reasonably possible.

14.4 If the Force Majeure Event prevails for a continuous period of more than 4 months, any party may terminate this agreement by giving 14 days’ written notice to the other party. On the expiry of this notice period, this agreement will terminate. Such termination shall be without prejudice to the rights of the parties in respect of any breach of this agreement occurring prior to such termination.

15. GENERAL

15.1 Assignment and subcontracting.

• (a) Cheshire Organics has the right to subcontract elements of the manufacturing of the Goods and may assign all or any of its rights or obligations under the Contract.
• (b) You may not assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract without the prior written consent of Cheshire Organics.

15.2 Notices.

• (a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post, recorded delivery commercial courier, by pre-paid air mail, or e-mail.
• (b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 15.2(a); if sent by pre-paid first class post or recorded delivery, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by pre-paid airmail at 9.00 a.m. on the fifth Business Day after posting, or if sent by e-mail one hour after transmission, save for where the Notice is sent by email on a day which is not a Business Day and outside of Business Hours in which case Notice shall be deemed to have been received at 9.00 a.m. on the next Business Day, to the correct address PROVIDED THAT the sender has not received notice of failure of delivery.
• (c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

15.3 Severance.

• (a) If any court or competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.
• (b) If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

15.4 Waiver.
A waiver of any right or remedy under the Contract is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

15.5 Third party rights.
A person who is not a party to the Contract shall not have any rights under or in connection with it and the Contracts (Rights of Third Parties) Act 1999 is excluded from the Contract.

15.6 Variation.
Cheshire Organics may revise these Terms from time to time.

15.7 Governing law and jurisdiction.

• 15.7.1 The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the jurisdiction of the courts of England and Wales.
• 15.7.2 You agree that nothing in clause 15.7.1 prevents Cheshire Organics taking proceedings in any other jurisdiction nor shall the taking of proceedings in any jurisdiction preclude Cheshire Organics from taking proceedings in any other jurisdiction.