Standard Terms and Conditions for the sale of goods

1. Interpretation

1.1. In these conditions:

'BUYER' means the person who accepts a quotation of the Seller for the sale of the Goods or whose Order is accepted by the Seller, being a person who is purchasing the Goods in the course of his business.
"COFFEE MACHINES" means WMF branded coffee machines sold and marketed by the Seller.
'CONDITIONS' means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in Writing between the Buyer and the Seller.
'CONTRACT' means the contract for the purchase and sale of the Goods.
"DAY": a calendar day.
"FORCE MAJEURE EVENT": has the meaning given in clause 8.9 below.
'GOODS' means the goods (including Coffee Machines and any instalment of the goods or any parts for them) which the Seller is to supply in accordance with these Conditions.
'ORDER': the Buyer’s order for the Goods, as set out in the Buyer's acceptance in Writing of the Seller's quotation which is subject to these Conditions.
'SELLER' means WMF United Kingdom Limited (Company Number 3690400).
'WMF AG' means WMF Württembergische Metallwarenfabrik AG, incorporated with limited liability in the Federal Republic of Germany.
'WRITING' includes facsimile transmission and comparable means of communication.

1.2. Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, reenacted or extended at the relevant time.
1.3. The headings in these Conditions are for convenience only and shall not affect their interpretation.

2. Basis of the sale
2.1. These Conditions apply to the Contract to the exclusion of any other terms that the Buyer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.2. The Order constitutes an offer by the Buyer to purchase the Goods in accordance with these Conditions. The Buyer shall ensure that the terms of the Order and any relevant specification are complete and accurate and for giving the Seller any necessary information relating to the Goods required within a sufficient time to enable the Seller to perform the Contract in accordance with its terms.
2.3. The Order shall only be deemed to be accepted when the Seller issues a written acceptance of the Order, at which point the Contract shall come into existence.
2.4. The Contract constitutes the entire agreement between the parties. The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Seller which is not set out in the Contract. Any samples, drawings, descriptive matter, or advertising issued by the Seller and any descriptions or illustrations contained in the Seller’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract or any other contract between the Seller and the Buyer for the sale of the Goods.
2.5. A quotation for the Goods given by the Seller shall not constitute an offer. A quotation shall only be valid for a period of 30 Days from its date of issue.

3. Specifications
3.1. The quantity, quality and description of and any specification for the Goods shall be those set out in the Order.
3.2. If the Goods are to be manufactured or any process is to be applied to the Goods by the Seller 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 settlement 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.
3.3. The Seller reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable safety or other statutory requirements or, where the Goods are to be supplied to the Seller's specification, which do not materially affect their quality or performance.
3.4. No Order 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 shall be the Seller's quoted price or, where no price has been quoted (or a quoted price is no longer valid), the price listed in the Seller's published price list current at the date of delivery of the Order. Where the Goods are supplied for export from the United Kingdom, the Seller's published export price list shall apply.
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 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, a Force Majeure Event, any change in delivery dates, quantities or specifications for the Goods which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions.
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 the 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 shall 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 to the Seller.
4.5. The cost of packaging 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 are returned undamaged to the Seller before the due payment date.

5. Terms of payment
5.1. Subject to any special terms 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, unless the Goods are to be collected by the Buyer or the Buyer wrongfully fails to take delivery of the Goods, in which event the Buyer’s obligation to pay the price of the Goods to the Seller shall arise from the date that 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 shall pay the price of the Goods (without any deduction) within 30 Days of the date of delivery or the date of notification that the Goods are ready for collection (as the case may be) as referred to in clause 5.1, notwithstanding that the property in the Goods has not passed to the Buyer. The time of payment of the price shall be of the essence of the Contract. Receipts for payment will be issued only upon request.
5.3. If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to:
5.3.1. cancel the Contract or suspend any further deliveries to the Buyer;
5.3.2. appropriate any payment made by the Buyer to such of the Goods (or any other goods supplied under any other contract between the Buyer and the Seller) 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 three per cent per annum above HSBC plc Bank plc 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 calculating interest).The Buyer shall pay the interest together with the overdue amount.
5.4. The Buyer shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Buyer shall not be entitled to assert any credit, set-off or counterclaim against the Seller in order to justify withholding payment of any such amount in whole or in part. The Seller may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Buyer against any amount payable by the Seller to the Buyer.

6. Delivery
6.1. The Seller shall deliver the Goods to the Buyer’s location set out in the Order or, in default any location being specified in the Order, at such other location as may be advised by the Seller prior to delivery (Delivery Location). Where the Seller has elected to collect the Goods from the Seller, the Buyer shall arrange to take delivery within 5 Days of the Seller notifying the Buyer that the Goods are ready for collection.
6.2. Delivery of the Goods shall be completed on the Goods' arrival at the Delivery Location or on the completion of loading of the Goods at the Delivery Location, as the case may be.
6.3. Any dates quoted for delivery of the Goods are approximate only and the Seller shall not be liable for any delay in delivery of the Goods howsoever caused. Time for delivery shall not be of the essence 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. The Seller shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure event or the Buyer's failure to provide the Seller with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
6.4. Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated.
6.5. If the Seller fails to deliver the Goods for any reason other than a Force Majeure Event 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 market) of similar goods to replace those not delivered over the price of the Goods.
6.6. If the Buyer fails to take delivery of the Goods within 5 Days of the Seller notifying the Buyer that the Goods are ready or fails to give the Seller adequate delivery instructions at the time stated for delivery (otherwise than by a Force Majeure Event 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 readily obtainable and (after deducting all reasonable storage and selling expenses) 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.6.8 Where the Goods are delivered by instalments, the Seller may invoice each instalment separately, which shall paid for by the Buyer separately. Each instalment shall constitute a separate Contract. Any delay in delivery or defect in an instalment shall not entitle the Buyer to cancel any other instalment.

7. Risk and property
Risk of damage to or loss of the Goods shall pass to the Buyer:
7.1. in the case of Goods to be delivered at the Seller's premises, at the time when the Seller notifies the Buyer that the Goods are available for collection; or
7.2. in the case of Goods to be delivered otherwise than at the Seller's premises, at the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, within 5 Days of the Seller notifying the Buyer that the Goods are ready.
7.3. Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, the property in the Goods shall not 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.
7.4. 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 parties and properly stored, maintained in good condition, protected and insured and identified as the Seller's property. Until that time the Buyer shall be entitled to resell or use the Goods in the ordinary course of its business, but shall hold in trust for the Seller and account to the Seller for the proceeds of sale or otherwise of the Goods, whether tangible or intangible, including insurance proceeds, and shall keep all such proceeds separate from any moneys or property of the Buyer and third parties and, in the case of tangible proceeds, properly stored, protected and insured.
7.5. 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 and shall otherwise give the Seller such information relating to the Goods as the Seller may require from time to time.
7.6. The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness 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.
7.7. The Buyer shall without delay notify the Seller should any of the circumstances referred to in clause 10 affect or relate to the Buyer.

8. Warranties and liability
8.1. Subject to the conditions set out in this clause 8 and clause 13, 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 (fair wear and tear excepted) for a period of twelve months from the date of delivery unless specifically stated on the quote.
8.2. The above warranty is 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 arising from any alteration in, or new, specifications (including, without limitation drawing or design ) supplied or required 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 has not been paid by the due date for payment;
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. The Buyer confirms and warrants to the Seller that the Buyer is buying the Goods for the purpose of and in connection with the Buyer’s business and is not dealing as a private individual consumer and that the Order does not constitute a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements) Order 1976.
8.5. Any claim by the Buyer which is based on any defect in the quality or condition of the Goods or their failure to correspond with specification shall (whether or not delivery is refused by the Buyer) be notified to the Seller within 5 Days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time (not exceeding 10 Days) after discovery of the defect or failure. In the case of goods to be delivered otherwise than at the Seller's premises, any damage which is apparent at the time of delivery must be confirmed in Writing, at the time of delivery, by the person taking delivery of the goods. 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 valid 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 part in question) free of charge or, at the Seller's sole discretion, refund to the Buyer the price of the Goods (or a proportionate part of the price), but the Seller shall have no further liability to the Buyer.
8.7. In respect of any claim pursuant to clause 8.6. the Seller must be given a reasonable opportunity of examining such Goods and the Buyer (if asked to do so by the Seller) returns such Goods to the Seller’s place of business at the Buyer’s cost, which cost shall be reimbursed should the Goods be defective due to the Seller’s fault.
8.8. Except in respect of death or personal injury caused by the Seller's negligence, the Seller shall not be liable to the Buyer by reason of any representation, or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for consequential compensation whatsoever (and whether caused by the 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, except as expressly provided in these Conditions.
8.9. 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, if the delay was due to any cause beyond the Seller's reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the Seller's reasonable control:
8.9.1. Act of God, explosion, flood, tempest, fire or accident;
8.9.2. war or threat of war, sabotage, insurrection, civil disturbance or requisition;
8.9.3. acts, restrictions, byelaws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
8.9.4. import or export regulations or embargoes;
8.9.5. strikes, lockouts or other industrial actions or trade disputes (whether involving employees of the Seller or of a third party);
8.9.6. difficulties in obtaining raw materials, labour, fuel, parts or machinery;
8.9.7. power failure or breakdown in machinery;
8.9.8. any foreign exchange fluctuation;
8.9.9. currency regulations;
8.9.10. Buyer’s alteration of the Order; and
8.9.11. significant increase in the costs of labour, materials or other costs of manufacture.

9. Indemnity
9.1. If any claim is made against the Buyer that the Goods infringe or that their use or resale infringes the patent, copyright, design, trade make or other industrial or intellectual property rights of any other person, the Seller shall indemnify the Buyer against all loss, damages, costs and expenses awarded against or incurred by the Buyer in connection with the claim, or paid or agreed to be paid by the Buyer in settlement of the claim, provided that:
9.1.1. the Seller is given full control of any proceedings or negotiations in connection with such claim;
9.1.2. the Buyer shall give the Seller all reasonable assistance for the purposes of any such proceedings or negotiations;
9.1.3. except pursuant to a final award, the Buyer shall not pay or accept any such claim, or compromise any such proceedings without the consent of the Seller (which shall not be unreasonably withheld);
9.1.4. the Buyer shall do nothing which would or might vitiate any policy of insurance or insurance cover which the Buyer may have in n relation to such infringement, and this indemnity shall not apply to the extent that the Buyer recovered any sums under any such policy or cover (which the Buyer shall use its best endeavours to do);
9.1.5. the Seller shall be entitled to the benefit of, and the Buyer shall accordingly account to the Seller for, all damages and costs (if any) awarded in favour of the Buyer which are payable by or agreed with the consent of the Buyer (which consent shall not be unreasonably withheld) to be paid by any other party in respect of any such claim; and
9.1.6. without prejudice to any duty of the Buyer at common law, the Seller shall be entitled to require the Buyer to take such steps as the Seller may reasonably require to mitigate or reduce any such loss, damages, costs or expenses for which the Seller is liable to indemnify the Buyer under this clause.

10. Insolvency of Buyer
10.1. This clause applies if:
10.1.1. the Buyer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or
10.1.2. an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer; or
10.1.3. the Buyer ceases, or threatens to cease, to carry on business; or
10.1.4. 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.
10.2. If 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 have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement to the contrary.

11. Export terms
11.1. In these Conditions 'Incoterms' means the international rules for the interpretation of trade terms of the International Chamber of Commerce as in force at the date when the Contract is made. Unless the context otherwise requires, any term or expression which is defined in or given a particular meaning by the provisions of Incoterms shall have the same meaning in these Conditions, but if there is any conflict between the provisions of Incoterms and these Conditions, the latter shall prevail.
11.2. Where the Goods are supplied for export from the United Kingdom, the provisions of this clause 11 shall (subject to any special terms agreed in Writing between the Buyer and the Seller) apply notwithstanding any other provision of these Conditions.
11.3. The Buyer shall be responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination and for the payment of any duties thereon.
11.4. Unless otherwise agreed in Writing between the Buyer and the Seller, the Goods shall be delivered from the UK mainland air or sea port of shipment and the Seller shall be under no obligation to give notice under Section 32(3) of the Sale of Goods Act 1979.
11.5. The Buyer shall be responsible for arranging for testing and inspection of the Goods at the Seller's premises before shipment. The Seller shall have no liability for any claim in respect of any defect in the Goods which would be apparent on inspection and which is made after shipment, or in respect of any damage during transit.
11.6. Except as previously agreed in Writing by the Seller, payment of all amounts due to the Seller shall be made by irrevocable letter of credit opened by the Buyer in favour of the Seller and confirmed by a bank in the United Kingdom acceptable to the Seller or, if the Seller has agreed in Writing on or before acceptance by the Buyer and delivery to the Seller of a bill of exchange drawn on the Buyer payable 30 Days after sight to the order of the Seller at such branch of Barclays Bank plc in England as may be specified in the bill of exchange.
11.7. The Buyer undertakes not to offer the Goods for resale in Germany or any other country notified by the Seller to the Buyer at or before the time the Order is made, or to sell the Goods to any person if the Buyer knows or has reason to believe that that person intends to resell the Goods in any such country.

12. Special Conditions
12.1. In the event that the Seller is unable to supply all the Goods pursuant to an Order the Seller shall be at liberty to supply such amount of the Goods as may be available for delivery and the balance remaining at a later date unless the Order specifically expresses that part deliveries are to be excluded and are unacceptable.
12.2. Any Goods to be returned to the Seller shall be made available on 21 Days prior written notice for inspection by the Seller during reasonable office hours. Any damage occurring to the Goods during redelivery shall be entirely the Buyer's risk and the Buyer shall indemnify the Seller accordingly.
12.3. The Seller is not bound to supply any goods exclusively to the Buyer.
12.4. All samples provided by the Seller shall be charged and paid for by the Buyer in full in accordance with these Conditions but full credit shall be given to the Buyer in the event that such samples are returned to the Seller within six months of delivery in good and saleable condition.

13. Coffee Machine Conditions
13.1. The following Conditions shall apply in respect of the sale of Coffee Machines to the Buyer:
13.1.1. provided that the Coffee Machine is purchased and paid for by the Buyer the Seller shall provide prescribed services and/or goods ancillary thereto to render it fully functional ("Installation") which shall be undertaken within 6 months of the date of delivery ("Installation Period") of the Coffee Machines/s but subject to not less than 15 Day’s notice ("Notice Period") given by the Buyer ("Buyer’s Notice") requiring the Seller to carry out Installation on a date before expiry of the Installation Period;
(a) there shall be no obligation on the Seller to undertake Installation other than in England, Wales, Scotland and N. Ireland ("Territories");
(b) there shall be no obligation on the Seller to undertake installation without a charge at the Seller’s prevailing rates where:
(i) Installation is outside of the Territories; or
(ii) Where the site for Installation is not fit for installation or WMF’s Site Specification Requirements (as previously submitted to the Buyer) have not been met; or
(iii) the Buyer’s Notice is given after the Installation Period or requires Installation to be effected after expiry of the Installation Period.
13.1.2. The warranty in clause 8.1 shall not apply and is expressly substituted by the following:
Subject to the conditions set out in clause 8.2 to 8.9 (inclusive) and clause 13.1.1 the Seller warrants that the Goods will correspond with their specification at the time of delivery and that the parts comprised in the Goods will be free from defects in material and workmanship (fair wear and tear excepted) until whichever of the following shall first occur:
(a) twelve months from the date of Installation, but in any event not exceeding 18 months from and including the date of delivery; and
(b) the brew count referred to the Seller’s quotation has been exceeded.
13.1.3. In addition to the exclusions set out in clause 8.2 the Seller shall be under no liability in respect of any defect arising from relocation of the Goods following Installation, unless such Installation is carried out by the Seller or its contractors.
13.2. Waste Electrical and Electronic Equipment Regulations 2006 ("the Regulations")
The Buyer shall:
(a) be responsible for the costs of collection, treatment, recovery and environmentally sound means of disposal of the Coffee Machines to which the Regulations apply and shall do so in accordance with the Regulations;
(b) not dispose of such Coffee Machines or any like product replacing the same other than in accordance with the Regulations; and
(c) indemnify and keep the Seller indemnified from and against any and all damage or liability (whether criminal or civil) suffered or incurred (including legal and professional fees) by the Seller resulting from any breach of the forgoing provisions of this clause 13.2.
13.3. The Pressure Systems Safety Regulations 2000 ("PSSR 2000").
The Buyer is reminded that PSSR 2000 applies to any Coffee Machine which contains a steam boiler that is described as a "Pressure System" under PSSR 2000 and that it is the Buyer’s duty to ensure that the Buyer complies with its obligations pursuant to PSSR 2000. The Buyer shall indemnify and keep the Seller indemnified from and against any and all damage or liability (whether criminal or civil) suffered or incurred (including legal and professional fees) by the Seller resulting from any breach of PSSR 2000.

14. General
14.1. The Seller is a member of the group of companies whose holding company is WMF AG 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 member shall be deemed to be the act or omission of the Seller.
14.2. 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 address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
14.3. 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.
14.4. If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.
14.5. Any Contract made for the sale and purchase of Goods pursuant to these Conditions shall be independent and mutually exclusive from any contract for the provision of services by the Seller to the Buyer following delivery and, where applicable, Installation of Goods except as expressly provided in the Contract.
14.6. The Buyer and the Seller and (if any) their respective affiliated companies or persons involved in performing the Contract agree to comply with all applicable anti-corruption laws (including the United Kingdom Bribery Act 2010 and the laws of any other applicable jurisdiction in respect of which the Goods are provided) and agree not to offer or accept any bribe (including any facilitating or expediting payment) in order to benefit the other. The Seller’s prevailing Bribery Policy forms part of the WMF Code of Conduct and can be inspected at the following website: www.wmf.uk.com.
14.7. Third party rights. A person who is not a party to the Contract shall not have any rights under or in connection with it.
14.8. Any variation to the Contract, including the introduction of any additional terms and conditions, shall only be binding when agreed in Writing.
14.9. The Contract shall be governed by the laws of England and the parties hereto submit to the nonexclusive jurisdiction of the English Courts.

SEB Professional UK Limited (Company Number 3690400) whose registered office is at 31 Riverside Way, Uxbridge, Middlesex UB8 2YF; VAT Number G8 611 8793 32.
Terms and Conditions Edition 3 (06.05.2019)