These are the terms and conditions on which Just Shutters (Franchise) Limited and all of its Just Shutters franchisees provide goods and services to their consumer customers. The relevant Just Shutters entity will when agreeing any contract with the customer provide them with these terms specifying that entity’s legally required trading and contact details.
Our Terms and Conditions of Supply and Fitting Goods are ruled by the requirements of the Consumer Rights Act (CRA) 2015, The Child safety requirements BS EN 13120:2009+A1:2014 and The Alternative Dispute Resolution for Consumer Disputes Regulations 2015.
If you place an order on our website, through a catalogue or by a telephone, the contract will only be made when we send a letter or email confirming we have accepted your order. If you place an order with one of our salespeople (either at our premises or elsewhere), the contract will be made when you sign the order form.
The goods you receive from us must be; of satisfactory quality, fit for common purpose or any purpose made known to us, and must meet any description given. Please note that the images of the products we supply in our sales literature or online are for illustration purposes only and we cannot guarantee that these printed/computer- displayed images will reflect the colour of the goods accurately. Our packaging may also vary.
If we agree to carry out a service for you, we will ensure that this is carried out using reasonable care and skill.
Details of any guarantee that comes with the goods/services you have purchased are displayed in your order form.
If the goods contain any safety device(s) and/or are to be fitted in accordance with child safety requirements placing an obligation on all businesses to supply and professionally install safe products, then we will be required to fit such device(s). In the event that you should instruct us that you do not wish to have the safety device(s) fitted, we will refuse to install the goods. In such an instance, you will still be liable to pay up to the full price.
If you are providing your own measurements, ensure they are correct and accurate as we cannot accept the return of made-to-measure goods on the basis that the measurements were incorrectly supplied by you.
The price for installation was agreed on the assumptions that; there is going to be one continuous site visit, there is unobstructed access to outside your property for vehicle parking, the area where the goods are to be fitted is unobstructed, surfaces and grounds the goods are to be fixed to are in a good condition allowing us to easily obtain good fixings and with no objects in the immediate working area, there is no asbestos that we would be likely to come into contact with, and that no items under warranties/guarantees will be invalidated by the installation.
We may make a further reasonable charge for the additional time, costs or materials if these conditions are not met. We are not responsible for any loss or damage to your property that is not foreseeable, unless due to our negligence, or for the cost of repairing any pre-existing faults to your property, or for any damage discovered whilst undertaking the installation. We will not be responsible for carrying out any building work, moving any furniture, clearing access or invalidation of any warranties you do not tell us about in writing before you make your order.
If we have agreed to install the goods for you and you do not allow us access to premises without having a good reason for this, we may charge you additional reasonable costs incurred to us as a result of this. If despite our reasonable efforts we are unable to contact you or to re- arrange access to the premises, we may end the contract and you will be liable to pay us a sum up to the price due under the contract.
The price for goods/services is set out in full in the order form and includes VAT. Payments are to be paid as indicated in the order form.
We will not debit the total price from your debit/ credit card until we dispatch/install the goods; any deposit paid by you will be deducted from the final payment.
If you ordered installation services from us, further charges may apply in case additional and unforeseen circumstances arise. These will always be notified to you in writing. Please note that late payments may incur an interest rate set at 2% a year above Santander bank’s base lending rate accruing on a daily basis from the due date until the actual date that you make the payment.
The cost of delivery and installation (where applicable) are included in the price. If you have asked to collect the goods from our premises, you can do so during our opening hours when we notify you that the goods are ready. If we are delivering to you (this will be within 30 days unless a different date is agreed with you) and no one should be available to take the delivery at your address, we will leave you a note informing you of how to re-arrange delivery. If you do not re-arrange delivery (or collect the goods from us) within a reasonable time, we may charge you for storage costs and any further delivery costs. If despite our reasonable efforts we are unable to contact you to re-deliver or arrange collection within a reasonable time, we may end the contract and you will still be liable to pay us the price due under the contract.
If delivery/ installation is delayed by an event outside our control, we will contact you as soon as possible and take steps to minimise the effect of the delay. Provided we do this, we will not be liable for any delays caused by the event, as long as the goods are still supplied within a reasonable length of time.
If we fail to comply with these terms, we are responsible for loss or damage that you suffer that is a foreseeable result of our breaking the contract or of our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable, unless due to our negligence. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time you placed the order, both we and you knew it might happen, e.g. if you discussed it with us before placing your order.
The contract is between you and us. No other person shall have any rights to enforce any of its terms.
You should inspect the goods and any installation work as soon as conveniently possible and contact us if you believe there is a problem. You can phone us, email us or write to us using our contact details above to inform us of any issues. We will respond to your complaint as soon as possible. In the event that we are unable to resolve the matter to your satisfaction, you may refer the complaint to the British Blind and Shutter Association’s Mediation Service if you are seeking rectification only or through Small Claims Court.
The goods supplied/installed by us will become your property once we have received payment for them in full. The goods become your responsibility from the time; they were delivered to the address you gave us, you collected the goods from us, or the time we pass the goods to any third party organised by you.
English law governs the contract although you can bring proceedings in England, Scotland, Wales or Northern Ireland if you live in those countries.
These are the terms and conditions on which Just Shutters (Franchise) Limited and all of its Just Shutters franchisees provide Goods and Services to their business customers.
In these terms and conditions the following words shall have the following meanings:-
|“Business Day”||means a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business|
|“Conditions”||means these terms and conditions as amended from time to time in accordance with clause 15.9;|
|“Contract”||means an agreement between Just Shutters and the Customer for the supply of Goods and Services of which these Conditions, any quotation provided by Just Shutters (or written variation thereto), the Specification and the Just Shutters Warranty shall form part;|
|“Customer”||means the individual firm partnership company or other body howsoever constituted acting as the buyer of Goods and Services to be supplied either directly or indirectly by Just Shutters;|
|“Goods”||means raw materials, finished or semi-finished materials or articles and any goods supplied in substitution for or in replacement of or in addition thereto;|
|“Just Shutters”||means the Just Shutters entity (being Just Shutters Franchise Limited or one of its Just Shutters franchisees) that accepts the Customer’s Order in accordance with these terms and conditions;|
|“Just Shutters Warranty”||means the Just Shutters standard warranty for its Goods and Services as set out on its website at www.justshutters.co.uk|
|“Order”||means the Customer’s order for the supply of Goods and Services, as set out in the Customer’s purchase order form, or the Customer’s written acceptance of Just Shutter’s quotation, as the case may be;|
|“Practical Completion”||means as set out in clause 5.7;|
|“Services”||means the services either in relation to the Goods to be supplied by Just Shutters to the Customer as set out in the Specification or in relation to separately agreed installation and commissioning; and|
|“Specification”||means the specification for the Goods and Services, including any relevant plans and drawings that is agreed in writing between Just Shutters and the Customer.|
2.1 The Order constitutes an offer by the Customer to purchase Goods and/or Services in accordance with these Conditions.
2.2 The Order shall only be deemed to be accepted when Just Shutters issues written acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date). Cancellation of the Order on or after the Commencement Date by the Customer is not permitted. If the Customer attempts to cancel an Order in breach of this clause 2.2 Just Shutters shall, without affecting any other rights or remedies available to it, be entitled to charge the Customer for any costs and/or losses incurred by it as a direct or indirect result of such cancellation.
2.3 Any samples, drawings, descriptive matter or advertising issued by Just Shutters and any descriptions of the Goods or illustrations or descriptions of the Services contained in Just Shutters’ catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Services and/or Goods described in them. They shall not form part of the Contract or have any contractual force.
2.4 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.5 Any quotation given by Just Shutters shall not constitute an offer, and is only valid for a period of 20 Business Days from its date of issue.
2.6 These Conditions shall apply to the supply of both Goods and Services except where specified to apply to one or the other.
3.1 The price for the Goods and Services and any delivery charges will be set out in the Order.
3.2 Just Shutters reserves the right to increase the price of the Goods, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Goods to Just Shutters that is due to:
3.2.1 any factor beyond the control of Just Shutters (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
3.2.2 any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or
3.2.3 any delay caused by any instructions of the Customer in respect of the Goods or failure of the Customer to give Just Shutters adequate or accurate information or instructions in respect of the Goods.
4 TERMS OF PAYMENT
4.1 Just Shutters shall invoice the Customer on the Commencement Date and/or at such intervals as are appropriate and notified by Just Shutters to the Customer in writing. Unless otherwise agreed in writing all sums become due and payable in accordance with the Contract under the Contract not later than 14 days from the date of invoice in full and in cleared funds to a bank account nominated in writing by Just Shutters and time for payment shall be in essence of the Contract. In the event of any default by the Customer in making payment by the due date all other sums of money payable by the Customer to Just Shutters under all other contracts (whether or not then due for payment) shall immediately become due for payment.
4.2 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by Just Shutters to the Customer, the Customer shall, on receipt of a valid VAT invoice from Just Shutters, pay to Just Shutters such additional amounts in respect of VAT as are chargeable on the supply of the Services or Goods at the same time as payment is due for the supply of the Services or Goods.
4.3 Just Shutters reserves the right to charge interest at 4% per month over the Bank of England base rate (applying at the time) on all overdue accounts such as interest being deemed to accrue on a day to day basis from the due date for payment.
4.4 Just Shutters reserves the right at any time at its discretion to demand security for payment before continuing with or delivering any Order. A deposit of 50% of the total price of the Goods and Services will typically be required to be paid by the Customer as a condition of acceptance of the Order by Just Shutters.
4.5 The Customer may not withhold payment of any invoice or other amount due to Just Shutters by reason of any set-off or counterclaim which the Customer may have or allege to have or for any reason whatever.
4.6 In the event of any default by the Customer in making payment within 60 days from the date of invoice the Customer shall also be liable to pay all legal costs and disbursements incurred from such date by Just Shutters in seeking to recover overdue accounts or any part thereof such costs either to be added to the Customer’s running account balance or to be paid within 30 days of notification by Just Shutters.
5.1 The delivery or completion date specified in the Contract is approximate only and unless otherwise expressly stated time is not of the essence for delivery of the Goods and/or Services or Practical Completion (as the case may be). The time for despatch, delivery or completion shall be extended by a reasonable period if delay in despatch, delivery or completion is caused by instructions or lack of instructions from the Customer.
5.2 Just Shutters will use all reasonable endeavours to deliver the Goods and Services by the date or dates agreed between the parties but the Customer shall not be entitled to refuse delivery on account of any delays.
5.3 Just Shutters shall not be liable for any loss or damage on delivered Contracts unless informed in writing within 5 Business Days of the date of delivery.
5.4 Each delivery shall be accompanied by a delivery note showing the Just Shutters reference number, type and quantity of the Goods (and if the order is being delivered in instalments, the outstanding balance of the Goods awaiting delivery) (Delivery Note). Just Shutters shall repair or replace free of charge Goods damaged in transit or not delivered in accordance with their Delivery Notes provided that Just Shutters is given written notification of such damage or delivery within such times as will enable Just Shutters to comply with the carriers conditions of carriage as affecting loss or damage in transit or, where delivery is made by Just Shutters’ own transport within a reasonable time after receipt of the Delivery Note. The delivery of any replacement Goods will be effected using the original freight method used for the Goods in question.
5.5 The Customer acknowledges that due to the nature of the Goods the timing for any repair or replacement referred to in clause 5.4 will be dependent on manufacturing lead times and consequently Just Shutters shall be under no obligation to repair or replace within any specified timescale.
5.6 Should the Customer postpone delivery of the Goods or the Services or if delivery instructions are delayed then Just Shutters may arrange storage of the Goods and the Customer shall be liable to Just Shutters for the reasonable costs (including insurance) of such storage.
5.7 Practical Completion will occur when Just Shutters installs the Goods and Just Shutters, via its nominated installer, certifies that such installation is completed to Just Shutter’s installation standards and that the Goods are in working order and/or operate in accordance with their related Specification (as the case may be). If a Customer representative is present at the point of installation, the relevant Just Shutters installer will issue an installation sheet for signing by the Customer’s representative. If no Customer representative attends, the Customer shall be deemed to have accepted Practical Completion.
6 RISK AND TITLE TO GOODS
6.1 Risk in the Goods shall pass to the Customer when the Goods are delivered to or deemed to be delivered to the Customer or its agent and, so long as legal ownership of the Goods remains with Just Shutters, the Customer shall insure the Goods to the full price against all risks with a reputable insurance company and whenever requested by Just Shutters produce a copy of the policy of insurance.
6.2 Notwithstanding clause 6.1 legal ownership of the Goods shall remain with Just Shutters which reserves the right to dispose of them until payment has been received in full or the Goods have been resold by way of bona fide sale for full market value provided that any such resale shall not be as agent for Just Shutters and in the meantime the Customer holds them as bailee and in a fiduciary capacity. The Goods shall be stored in such a way as to be identifiable as being the property of Just Shutters.
6.3 Even when payment for the Goods and Services has been received in full by Just Shutters in respect of the Goods and Services delivered under the Contract, ownership of the Goods shall remain with Just Shutters as aforesaid until payment has been received in full respect of all other sums due from the Customer to Just Shutters on any account and in the meantime the fiduciary relationship shall subsist.
6.4 As long as title to the Goods remains with Just Shutters the Customer may not encumber them or purport to transfer title to them for security purposes, nor shall the customer alter or deface any identification mark placed on the Goods. The Customer shall immediately notify Just Shutters by registered or recorded delivery letter if a third party attempts to seize or exercise any lien over the Goods. The Customer shall bear the cost of any action resulting from such attempt seizure or lien.
6.5 At any time when Just Shutters has title to the Goods it may by notice request delivery up of the Goods. If the Customer fails to do so Just Shutters or its agents may enter upon any premises owned, occupied or controlled by the Customer where the Goods are sited and repossess the Goods.
7 SUPPLY OF SERVICES
7.1 Just Shutters shall supply the Services to the Customer in accordance with the Specification in all material respects.
7.2 Just Shutters shall have the right to make any changes to the Services and/or the Specification which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services.
7.3 If Just Shutters’ performance of any of the Services is prevented or delayed by any act or omission of the Customer or failure by the Customer to perform any relevant obligations (including without limitation failure by the Customer to comply with its obligations set out in these Conditions) (Customer Default):
7.3.1 Just Shutters shall, without limiting its other rights and remedies, have the right to suspend performance of the Services until the Customer remedies the Customer Default and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent that the Customer Default prevents or delays Just Shutters’ performance of any of its obligations;
7.3.2 Just Shutters shall not be liable for any costs or losses sustained or incurred by the Customer arising from Just Shutters’ failure to provide the Services; and
7.3.3 the Customer shall reimburse Just Shutters on written demand for any increase in the price of the Services and/or for costs or losses sustained or incurred by Just Shutters, in each case arising directly or indirectly from the Customer’s Default.
7.4 Just Shutters shall use reasonable endeavours to observe all health and safety rules and requirements and other reasonable security requirements that apply at the premises where the Services are performed, that have been communicated to it provided that it shall not be liable under this Contract if as a result of such observation it is in breach of any of its obligations under this Contract.
8.1 Just Shutters will provide the Just Shutters Warranty in relation to the Goods and/or Services.
8.2 Except as provided in the Just Shutters Warranty, Just Shutters shall have no liability to the Customer in respect of the Goods and/or Services failure to comply with the Just Shutters Warranty.
8.3 The terms of these Conditions and the Just Shutters Warranty shall apply to any repaired or replacement Goods supplied by Just Shutters.
9 LIMITATION OF LIABILITY
9.1 The restrictions on liability in this clause 9 apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
9.2 Nothing in the Contract limits any liability which cannot legally be limited, including but not limited to liability for:
9.2.1 death or personal injury caused by negligence;
9.2.2 fraud or fraudulent misrepresentation; and
9.2.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
9.3 Subject to clause 9.2, Just Shutters’ total liability to the Customer shall not exceed an amount equal to the aggregate charges received by Just Shutters under the Contract.
9.4 Subject to clause 9.2, the following types of loss are wholly excluded:
9.4.1 loss of profits;
9.4.2 loss of sales or business;
9.4.3 loss of agreements or contracts;
9.4.4 loss of anticipated savings;
9.4.5 loss of use or corruption of software, data or information;
9.4.6 loss of or damage to goodwill; and
9.4.7 indirect or consequential loss.
9.5 Due to manufacturing there will be natural variations in colour, grain and texture of the Goods. Just Shutters gives no warranty or guarantee that Goods will match samples, nor that subsequent Orders can be matched to previous Orders.
9.6 Just Shutters has given commitments as to compliance of the Goods and Services with relevant specifications in clause 7 and clause 8. In view of these commitments, the terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
9.7 Unless the Customer notifies Just Shutters that it intends to make a claim in respect of an event within the notice period, Just Shutters shall have no liability for that event. The notice period for an event shall start on the day on which the Customer became, or ought reasonably to have become, aware of the event having occurred and shall expire 6 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
9.8 This clause 9 shall survive termination of the Contract.
10 CUSTOMER’S OBLIGATIONS
10.1 The Customer shall:-
10.1.1 co-operate with Just Shutters in all matters relating to the Services;
10.1.2 provide Just Shutters, its employees, agents, consultants and subcontractors, with uninterrupted access to such premises and other facilities as reasonably required by Just Shutters to provide the Goods and Services and indemnify Just Shutters against the consequences of any defect or unsuitability in the premises or equipment to which access is provided (including without limitation against all liabilities for damage costs and expenses arising out of the death or injury resulting to any person or property);
10.1.3 provide Just Shutters in a timely fashion with such information and materials as Just Shutters may reasonably require to supply the Services, and ensure that such information is accurate in all material respects;
10.1.4 prepare the Customer’s premises (or such other premises as may be required) and equipment for the supply of the Services;
10.1.5 obtain and maintain all necessary licences, permissions and consents which may be required for the use of the Goods by or on behalf of the Customer and for the Services before the date on which the Services are to start;
10.1.6 keep and maintain all materials, equipment, documents and other property of Just Shutters (JS Materials) at the Customer’s premises (or the premises where installation is to take place or other place of Customer storage as the case may be) in safe custody at its own risk, maintain JS Materials in good condition until returned to Just Shutters, and not dispose of or use the JS Materials other than in accordance with Just Shutters’ written instructions or authorisation;
10.1.7 ensure that the Customer complies with any agreed timetable such that Just Shutters has adequate time in which to perform its Services (or alternatively extend the timetable for a reasonable period); and
10.1.8 comply with any additional obligations as set out in the Specification.
10.2 For the avoidance of doubt, Just Shutters accepts no responsibility for the premises, any interfacing or support required for the Goods (except where supplied by Just Shutters).
10.3 The Customer shall ensure that the Specification and all drawings, designs, descriptions and other information supplied by the Customer to Just Shutters whether written or verbal are in all respects complete and accurate and in accordance with the Customer’s requirements. Provided that the Goods and Services supplied are in accordance with the Specification, Just Shutters shall not be responsible for the suitability of the Goods and Services for the purposes of the Customer.
11 INTELLECTUAL PROPERTY
No right or license is granted under the Contract to the Customer under any patent, trade mark, copyright, registered design or other intellectual property right except the right to use the Goods and any copyright or other intellectual property rights in the Specification and any design or other technical information supplied to the Customer arising out of or in connection with the provision of Goods and Services under the Contract is and shall remain the property of Just Shutters.
12.1 Each party undertakes that it shall not at any time during the Contract, and for a period of 5 years after termination of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 12.2.
12.2 Each party may disclose the other party’s confidential information:
12.2.1 to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 12; and
12.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
12.3 Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.
13.1 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party in the event of any of the following (“Event”):
13.1.1 the other party commits a material breach of any term of the Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
13.1.2 The other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; or
13.1.3 the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
13.2 Just Shutters reserves the right by notice in writing and with immediate effect to revise the payment terms or credit arrangements previously agreed with the Customer if any Event occurs.
13.3 Without affecting any other right or remedy available to it, Just Shutters may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment and remains in default not less than 7 days after being notified in writing to make such payment.
13.4 Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
14 CONSEQUENCES OF TERMINATION
14.1 On termination of the Contract:
14.1.1 the Customer shall immediately pay to Just Shutters all of Just Shutters’ outstanding unpaid invoices and interest and, in respect of Services and Goods supplied but for which no invoice has been submitted, Just Shutters shall submit an invoice, which shall be payable by the Customer immediately on receipt;
14.1.2 the Customer shall return all JS Materials and any Goods which have not been fully paid for. If the Customer fails to do so, then Just Shutters may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract.
14.2 Where Just Shutters has terminated the Contract in accordance with clause 13.1 or 13.3, the Customer shall in addition to the payment referred to at 14.1.1, also pay to Just Shutters any costs and/or losses incurred by it as a direct or indirect result of such termination including without limitation all manufacturing costs that Just Shutters are liable to pay its manufacturer for the Goods.
14.3 Termination or expiry of the Contract shall not affect any rights, remedies, obligations and liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
14.4 Any provision of the Contract that expressly or by implication is intended to have effect after termination or expiry shall continue in full force and effect.
15.1 Force Majeure
Neither party shall be in breach of the Contract nor liable for delay in performing or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.
15.2 Assignment and other dealings
15.2.1 Just Shutters may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
15.2.2 The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of Just Shutters.
15.3.1 Any notice given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case).
15.3.2 Any notice shall be deemed to have been received:
(a) if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; and
(b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service.
15.3.3 This clause 15.3 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
15.3.4 A notice given under the Contract is not valid if sent by email.
If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause 15.4 shall not affect the validity and enforceability of the rest of the Contract.
A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
15.6 No partnership or agency
Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.
15.7 Entire agreement
15.7.1 The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
15.7.2 Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Contract.
15.7.3 Nothing in this clause shall limit or exclude any liability for fraud.
15.8 Third party rights
Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
No variation of the Contract shall be effective unless it is agreed in writing and signed by the parties (or their authorised representatives).
15.10 Governing Law and Jurisdiction
15.10.1 The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
15.10.2 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.