| 1.2. |
A reference in these Terms to a provision
of a statute shall be construed as a reference to that provision
as amended, re-enacted or extended at the relevant time. |
| 1.3. |
The headings in these Terms
are for convenience only and shall not affect their interpretation. |
| 2. |
Basis of the sale |
| 2.1 |
RED ROCK shall sell
and the Client shall purchase the Goods and/or Services, as the
case
may be, in accordance with the Order Confirmation, subject to
these Terms, which shall govern the Contract to the exclusion
of any other terms subject to which any such order is made or
purported to be made, by the Client. No terms or conditions endorsed
upon, annexed to or enclosed with any enquiry, purchase order
or other document of or submitted by the Client shall govern
the Contract. |
| 2.2. |
No variation or
addition to any of the terms of a Contract and/or these Terms
shall be binding unless agreed in Writing between the authorised
representatives of the Client and RED ROCK. Unless otherwise
agreed in writing such variations or additions shall only apply
to the particular Contract concerned. |
| 2.3. |
RED ROCK’s
employees or agents are not authorised to make any representations
concerning the Goods and/or Services unless confirmed by RED
ROCK in Writing. In entering into the Contract the Client acknowledges
that it does not rely on any such representations which are not
so confirmed, but nothing in these Terms affects the liability
of either party for fraudulent misrepresentation. |
| 2.4. |
Any advice or recommendation
given by RED ROCK or its employees or agents to the Client or
its employees or agents as to the application or use of the Goods
and/or as to the Services which is not confirmed in Writing by
RED ROCK is followed or acted upon entirely at the Client’s
own risk, and accordingly RED ROCK shall not be liable for any
such advice or recommendation which is not so confirmed. |
| 2.5. |
Any typographical,
clerical or other error or omission in an Advice Sheet, any sales
literature, Quotation, price list, Order Confirmation, invoice
or any Red Rock Material shall be subject to correction without
any liability on the part of RED ROCK. |
| 3. |
Orders and Specifications |
| 3.1. |
The Quotation submitted
by RED ROCK shall not bind RED ROCK and such Quotation shall
serve only as invitations for the Client to place an order. |
| 3.2. |
No order submitted
by the Client shall be deemed to be accepted by RED ROCK unless
and until confirmed in Writing by RED ROCK through the Order
Confirmation. |
| 3.3. |
RED ROCK shall
supply and the Client shall purchase the Goods and/or Services
in accordance with the Order Confirmation and subject to these
Terms. |
| 3.4. |
The Client warrants: |
| |
3.4.1. |
the accuracy and suitability
of all Client Material instruction or advice submitted by the
Client or by any third party on behalf of the Client in relation
to the Goods and/or Services at any time; |
| |
3.4.2. |
that it shall at its
own expense give RED ROCK any necessary Client Material within
a sufficient time to enable RED ROCK to perform the Contract
in accordance with its terms. |
| 3.5. |
The
Client shall indemnify RED ROCK against any loss, costs, damages,
charges and expenses incurred by RED ROCK as a result of the
inaccuracy of the Client Material, instructions or advice or
failure to supply the same within a sufficient time to enable
RED ROCK to perform the Contract in accordance with its terms. |
| 3.6. |
The
quantity, quality, performance criteria and/or any other description
relating to the use and/or non use of the Goods and/or Services
and any specification for them shall be set out in the Order
Confirmation and/or any applicable Advice Sheet. Unless otherwise
agreed in Writing by RED ROCK all specifications and particulars
of the Goods submitted by RED ROCK are approximate only and statements
in relation to the same, samples, drawings, models, illustrations
or other descriptive matter, whether contained in RED ROCK’s
website, an Advice Sheet, catalogues, price lists or otherwise
shall be regarded as descriptions only and not binding as to
detail. |
| 3.7. |
If
the Goods are to be designed, manufactured or any process is
to be applied to the Goods by RED ROCK in accordance with a specification
submitted by the Client, the Client shall indemnify RED ROCK
against all loss, damages, costs and expenses awarded against
or incurred by RED ROCK in connection with, or paid or agreed
to be paid by RED ROCK in settlement of, any claim for infringement
of any IPR of any other person which results from RED ROCK’s
use of the Client’s specification or the Client Material. |
| 3.8. |
RED
ROCK reserves the right to make any changes in the specification
of the Goods which are required to conform with any applicable
statutory or E.U. requirements or, where the Goods are to be
supplied to RED ROCK’s specification, which do not materially
affect their quality or performance. |
| 3.9. |
No
order which has been accepted by RED ROCK may be cancelled or
varied in any way by the Client except with the agreement in
Writing of RED ROCK and on terms that the Client shall indemnify
RED ROCK 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 RED ROCK as a result
of cancellation or variation. |
| 4. |
Price
of the goods |
| 4.1. |
The
price of the Goods and/or Services shall be as provided for in
the Order Confirmation but does not include the cost of delivery
which (if applicable) will be charged in addition to the value
of the Goods and/or Services at the rate specified in the Order
Confirmation. All prices quoted are valid for 30 days only, after
which time they may be altered by RED ROCK without giving notice
to the Client. |
| 4.2. |
The
Client shall pay to RED ROCK any additional sums which are agreed
between RED ROCK and the Client for the provision of the Goods
and/or Services, or, which, in the sole discretion of RED ROCK
are required, including but without limitation, as a result of:- |
| |
4.2.1. |
significant increase
in the costs of labour, materials or other costs of design and/or
manufacture; |
| |
4.2.2. |
any change in delivery dates,
designs, quantities or specifications for the Goods and/or Services
which is requested by the Client; |
| |
4.2.3. |
or any delay caused by any
instructions of the Client or failure of the Client to give RED
ROCK adequate information or instructions; |
| |
4.2.4. |
unexpected or unforeseen
complications arising; |
| |
4.2.5. |
the inaccuracy of any Client
Material; or any other cause attributable to the Client. |
| 4.3. |
The additional
charges referred to in clause 4.2 shall be RED ROCK’s standard
charges from time to time or such other charges as may be agreed
or specified by RED ROCK in writing. |
| 4.4. |
Except as otherwise
stated in the Order Confirmation, and unless otherwise agreed
in Writing between the Client and RED ROCK, RED ROCK agrees to
deliver the Goods to a place specified in the Contract. |
| 4.5. |
The price and any
additional charges are exclusive of any applicable value added
tax, which the Client shall be additionally liable to pay to
RED ROCK at the prevailing rate from time to time. |
| 4.6. |
In the event that
an Order Confirmation cannot reasonably be executed by RED ROCK
due to any factor beyond the control of RED ROCK and/or circumstances
unknown to RED ROCK, RED ROCK shall be entitled to alter the
order in such manner as to enable the execution thereof and the
Client shall be liable to RED ROCK for any additional costs or
expenses incurred. |
| 5. |
Intellectual Property
Rights |
| 5.1. |
The property and
other IPR in:- |
| |
5.1.1. |
any Client Material shall
(subject to the rights of any third party) belong to the Client;
and |
| |
5.1.2. |
any Red Rock Material or
anything produced or used by RED ROCK during the provision of
the Goods and/or Services, the Quotation, Order Confirmation,
these Terms shall vest solely with RED ROCK and may not be reproduced
except with the express written consent of RED ROCK. |
| |
5.1.3. |
The Client warrants that
any Client Material and its use by RED ROCK for the purposes
of providing the Goods and/or Services will not infringe the
IPR or other rights of any third party and the Client shall indemnify
RED ROCK against all losses, damages, legal fees, costs, expenses
or other claims arising from any such infringement. |
| 5.2. |
Subject to the
provisions of clause 5.2, in the event of any claim or action
against RED ROCK on grounds that the Goods and/or Services infringe
the IPR of any person, firm or company RED ROCK may if necessary
replace or modify the Goods concerned or cancel the Contract
or part of the Contract without liability. |
| 5.3. |
The Client shall
promptly notify RED ROCK of any claim or action by a third party
concerning infringement of IPR in relation to the Goods and/or
Services. In the event of such claim or action RED ROCK shall
subject to the provisions of clause 5.2 be entitled to dispute
such claim or defend such action, or to take legal action against
that third party, or to agree an out of court settlement with
that third party and shall be entitled to exercise such powers
on behalf of the Clients subject as may otherwise be agreed by
RED ROCK in Writing, the Client shall refrain from taking any
such action and in all cases the Client shall give RED ROCK its
full co-operation. |
| 6. |
Terms of payment |
| 6.1. |
New credit accounts
are subject to a credit limit that will be confirmed in Writing
by RED ROCK if and when a credit account is opened. The credit
limit may be varied at RED ROCK’s discretion and Written
notification of any change will be given except where these Terms
have been breached or where the provisions of clause 6.4 apply. |
| 6.2. |
Subject to any
special terms agreed in Writing between the Client and RED ROCK,
RED ROCK may invoice the Client for the price of the Goods and/or
Services on an interim monthly basis or at any time after delivery
of the Goods or performance of the Services, unless the Goods
are to be collected by the Client or the Client wrongfully fails
to take delivery of the Goods or accept performance of the Services,
in which event RED ROCK shall be entitled to invoice the Client
for the price at any time after RED ROCK has notified the Client
that the Goods are ready for collection or (as the case may be)
RED ROCK has tendered delivery of the Goods or offered to perform
the Services. |
| 6.3. |
Unless otherwise
stated in the Order Confirmation, the Client shall pay the price
of the Goods and/or Services (without any reduction, deduction
or set-off) in pounds sterling (GBP) no later than 30 days following
the date of RED ROCK’s invoice. RED ROCK shall be entitled
to recover the price, notwithstanding that delivery or performance
may not have taken place and the property in the Goods has not
passed to the Client. The time of payment of the price shall
be of the essence of the Contract and the Client shall in no
event be entitled to suspend any obligation of payment to RED
ROCK. Receipts for payment will be issued only upon request. |
| 6.4. |
If at any time
RED ROCK should have reasonable cause to doubt the Customer’s
credit worthiness, RED ROCK may, either before or during its
performance of the Contract, require the Client to make payment
in advance of the whole or part of the price of the Goods and/or
Services or, at RED ROCK’s discretion, to provide reliable
security to the value of such sum or sums as are owed or will
become payable by RED ROCK under or by virtue of the Contract. |
| 6.5. |
If the Client fails
to make any payment on the due date then, without limiting any
other right or remedy available to RED ROCK, RED ROCK may: |
| |
6.5.1. |
cancel the contract or suspend
any further deliveries of Goods or performance of Services to
the Client and RED ROCK shall have no liability to the Client
in respect of the suspension, nor in respect of any loss or damage
caused to the Client as a result of it; and/or |
| |
6.5.2. |
appropriate any payment made
by the Client to such of the Goods (or the goods supplied under
any other contract between the Client and RED ROCK) or Services
or any additional sums payable as RED ROCK may think fit (notwithstanding
any purported appropriation by the Client); and/or |
| |
6.5.3. |
charge the Client interest
(both before and after any judgment) on the amount unpaid, at
the rate of 4 per cent per annum above the base rate of Lloyds
Bank plc in England from time to time (a part of a month being
treated as a full month for the purpose of calculating interest)
from the due date until the outstanding is paid in full; and/or |
| |
6.5.4. |
charge the Client for the
reimbursement of all legal or debt collection costs (including
VAT thereon) incurred by RED ROCK in and out of Court, which
shall be a minimum of 15% of the amount unpaid, such reimbursement
to be on a full indemnity basis; and/or |
| |
6.5.5. |
to demand all the charges
payable under the Contract which shall immediately become due
and payable. |
| 7. |
Delivery |
| 7.1. |
Delivery of the
Goods shall be made by the Client collecting the Goods at RED
ROCK’s premises at any time after RED ROCK has notified
the Client that the Goods are ready for collection or, if some
other place for delivery is agreed by RED ROCK in the Contract,
by RED ROCK and/or its Carrier delivering the Goods to that place.
The Client shall then be deemed to have accepted the Goods upon
collection or delivery (as the case may be). |
| 7.2. |
The Client shall
be responsible to RED ROCK for ensuring that there will be no
obstacle on its part which would or may prevent any agreed delivery
date or other deadline from being met. |
| 7.3. |
Any dates quoted
for delivery of the Goods or performance of the Services are
approximate only and shall be subject to the Client and/or any
relevant third parties acting on behalf of the Client performing
all necessary acts and/or supplying all necessary Client Material
and facilities in due time to enable the order to be executed
and the Goods delivered. RED ROCK shall not be liable for any
delay in delivery of the Goods or performance of the Services
however caused and time for delivery shall not be of the essence
of the Contract unless otherwise stated in the Order Confirmation.
The Goods may be delivered or the Services performed by RED ROCK
in advance of the quoted delivery date on giving reasonable notice
to the Client. |
| 7.4. |
If RED ROCK fails
to deliver the Goods or perform the Services (or any stage) for
any reason other than any cause beyond RED ROCK’s reasonable
control or the Client’s fault, and RED ROCK is accordingly
liable to the Client, RED ROCK’s liability shall be limited
to the excess (if any) of the cost to the Client (in the cheapest
available market) of similar goods or services to replace those
not delivered or performed over the price of the Goods or Services. |
| 8. |
Damage Deficiencies
or Loss |
| 8.1. |
No claim for damage,
deficient receipt or loss will be considered unless notice in
Writing is given both to RED ROCK and the Carrier within the
following time limits: |
| |
8.1.1. |
in relation to damage to
a consignment or part thereof, within 3 days of receipt; |
| |
8.1.2. |
in relation to non-delivery
of a consignment, within 3 days of receipt of the remainder of
the consignment; |
| |
8.1.3. |
in relation non-delivery
of the total consignment, within 10 days of date of advice or
dispatch. |
| 8.2. |
The Client’s
failure to give notice of any claim for damage, deficient receipt
or loss in accordance with the above provisions shall constitute
an unqualified acceptance of the goods forming such consignment
and a waiver by the Client of all claims in connection therewith. |
| 9. |
Risk and Property |
| 9.1. |
Subject as otherwise
agreed in writing between the Client and RED ROCK, risk of damage
to or loss of the Goods shall pass to the Client: |
| |
9.1.1. |
in the case of Goods to be
delivered at RED ROCK’s premises, at the time when RED
ROCK notifies the Client that the Goods are available for collection;
or |
| |
9.1.2. |
in the case of Goods which
are to be delivered otherwise than at RED ROCK’s premises,
at the time of delivery or, if the Client wrongfully fails to
take delivery of the Goods, the time when RED ROCK has tendered
delivery of the Goods. |
| 9.2. |
Notwithstanding
delivery and the passing of risk in the Goods, or any other provision
of these Terms, the property in the Goods shall not pass to the
Client until RED ROCK 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 RED ROCK to the Client for which payment is then
due. |
| 9.3. |
Until such time
as the property in the Goods passes to the Client, the Client
shall hold the Goods as RED ROCK’s fiduciary agent and
bailee, and shall keep the Goods separate from those of the Client
and third parties and properly stored, protected and insured
and identified as RED ROCK’s property, but the Client may
resell or use the Goods in the ordinary course of its business
at full market value for the account of RED ROCK (in which case
the Client shall notify its customers of RED ROCK’s rights
of ownership). Until property in the Goods passes from RED ROCK
the entire proceeds of sale or otherwise shall be held in trust
for RED ROCK and shall not be mixed with other money or paid
into any overdrawn bank account and shall be at all times identified
as RED ROCK’s money. |
| 9.4. |
Upon request by
RED ROCK in writing, the Client shall disclose to RED ROCK the
location of any of the Goods which remain the property of RED
ROCK. Until such time as the property in the Goods passes to
the Client (and provided the Goods are still in existence and
have not been resold), RED ROCK may at any time require the Client
to deliver up the Goods to RED ROCK and, if the Client fails
to do so forthwith, the Client grants RED ROCK and its authorised
representatives an irrevocable licence to enter on any premises
of the Client or any third party where the Goods are stored and
repossess the Goods. |
| 9.5. |
The Client shall
not be entitled to lease, hire, loan, give others the use of,
pledge or in any way charge by way of security for any indebtedness
any of the Goods which remain the property of RED ROCK, but if
the Client does so all moneys owing by the Client to RED ROCK
shall (without limiting any other right or remedy of RED ROCK)
forthwith become due and payable. |
| 9.6. |
The Client shall
forthwith notify RED ROCK in writing upon the occurrence of any
of the events in clauses 11.1.2, 11.1.3 or 11.1.4 and/or upon
any third party asserting or attempting to assert any claim over
any of the Goods which remain the property of RED ROCK. In such
event, the Client shall immediately notify the creditors, trustee
in bankruptcy, administrator, liquidator, encumbrancer, receiver
or third party asserting or attempting to assert such claims
(as the case may be) of RED ROCK’s rights of ownership
and the Client shall ensure that any attachment of the Goods
is lifted without delay. |
| 9.7. |
The provisions
of this clause 9 shall apply notwithstanding that the Goods shall
have been added or incorporated in any goods of the Client or
of any third party provided that the Goods remain identifiable
as goods and that the process by which they have been added to
or incorporated in the Client’s goods or the goods of any
third party is reversible. |
| 10. |
Warranties and Liability |
| 10.1. |
Subject to the
following provisions RED ROCK warrants that the Goods will correspond
with their specification at the time of delivery and for a period
of 12 months from delivery and that any Services will be performed
with reasonable skill and care. |
| 10.2. |
The above warranty
is given by RED ROCK subject to the following conditions: |
| |
10.2.1. |
RED ROCK shall be under
no liability for any loss, damage, costs, expenses or other claims:- |
| |
(a) |
in respect of any defect in
the Goods and/or Services arising from any instructions, advice,
Client Material or other information supplied by the Client or
by any third party on behalf of the Client which is incomplete,
inaccurate, illegible, out of date, out of sequence or in the
wrong form, or arising from their non-arrival or any other fault
of the Client; |
| |
(b) |
in respect of any defect arising
from wilful damage, negligence, failure to follow RED ROCK’s
instructions (whether oral or in Writing) or any relevant Advice
Sheet, misuse or alteration of the Goods without RED ROCK’s
approval; |
| |
(c) |
under the above warranty (or
any other warranty, condition or guarantee) if the total price
for the Goods and/or Services has not been paid by the due date
for payment; |
| |
(d) |
for materials not manufactured
by RED ROCK, in respect of which the Client shall only be entitled
to the benefit of any such warranty or guarantee as is given
by the manufacturer to RED ROCK. |
| 10.3. |
A claim by the
Client which is based on any failure to comply with the warranty
at clause 10.1 shall be notified to RED ROCK within 7 days from
the date of delivery of the Goods or completion of the performance
of the Services or (where the defect or failure was not apparent
on reasonable inspection) within 14 days from the date of delivery
of the Goods or completion of performance of the Services. If
delivery is not refused and/or performance is accepted, and the
Client does not notify RED ROCK accordingly, the Client shall
not be entitled to reject the Goods and RED ROCK shall have no
liability for such defect or failure, and the Client shall be
bound to pay the price as if the Goods had been delivered and
the Services performed in accordance with the Contract. |
| 10.4. |
The Client is
solely responsible for satisfying himself as to the suitability
of the Goods and/or Services for any particular purpose and the
Client relies solely on his own skill and judgement and not the
Seller’s skill and judgement in determining such suitability. |
| 10.5. |
The Client shall
ensure that the Goods are used in all respect with the relevant
Advice Sheet and the Client shall indemnify RED ROCK against
all losses, damages, legal fees, costs, expenses or other claims
arising as a result of the use of the Goods otherwise than in
accordance with the relevant Advice Sheet. |
| 10.6. |
Where a valid
claim in respect of any of the Goods which is based on a defect
in the quality or condition of the Goods or their failure to
meet specification or which is based on any defect in the Services
is notified to RED ROCK in accordance with these Terms, RED ROCK
may at its sole discretion: |
| |
10.6.1. |
replace and/or modify the
Goods or make good the defect in Services free of charge; or |
| |
10.6.2. |
refund to the Client the
price of the Goods and/or Services (or a proportionate part of
the price); or |
| |
10.6.3. |
allow the Client a rebate
on the amount invoiced equal to the price of the Goods and/or
Services (or a proportionate part of the price) |
| |
in which case RED ROCK
shall have no further liability to the Client. |
| 10.7. |
Except in respect
of death or personal injury caused by RED ROCK’s negligence,
or liability for defective products under the Consumer Protection
Act 1987, RED ROCK shall not be liable to the Client by reason
of any representation (unless fraudulent), or any implied warranty,
condition or other term, or any duty at common law, or under
the express terms of the Contract, for loss of profit or for
any indirect, special or consequential loss or damage, costs,
expenses or other claims for compensation whatsoever (whether
caused by the negligence of RED ROCK, its employees or agents
or otherwise) which arise out of or in connection with the supply
of the Goods and/or Services (including any delay in supplying
or any failure to supply the Goods and/or Services in accordance
with the Contract or at all) or their use or resale by the Client. |
| 10.8. |
IN ANY EVENT,
THE LIABILITY OF RED ROCK FOR ANY BREACH OR THE AGGREGATE LIABILITY
FOR ANY SERIES OF BREACHES UNDER OR IN CONNECTION WITH THE CONTRACT
(SAVE IN RESPECT OF DEATH, PERSONAL INJURY OR FRAUDULENT MISREPRESENTATION)
SHALL NOT EXCEED THE AMOUNT RECOVERED BY RED ROCK FROM ITS PRODUCT
LIABILITY INSURERS IN CONNECTION WITH THE PARTICULAR BREACH CONCERNED. |
| 10.9. |
RED ROCK shall
not be liable to the Client or be deemed to be in breach of the
Contract by reason of any delay in performing, or any failure
to perform, any of RED ROCK’s obligations in relation to
the Goods and/or Services, if the delay or failure was due to
any cause beyond RED ROCK’s reasonable control. Without
limiting the foregoing, the following shall be regarded as causes
beyond RED ROCK’s reasonable control an Act of God, explosion,
flood, tempest, fire or accident; war or threat of war, sabotage,
insurrection, civil disturbance or requisition; acts, restrictions,
regulations, bye-laws, prohibitions or measures of any kind on
the part of any governmental, parliamentary or local authority;
import or export regulations or embargoes; strikes, lock-outs
or other industrial actions or trade disputes (whether involving
employees of RED ROCK or of a third party); difficulties in obtaining
raw materials, labour, fuel, parts or machinery; power failure
or breakdown in machinery. |
| 10.10. |
Subject to these
Terms all other warranties, conditions or terms whether made
expressly or implied by common law as statute relating to use,
quality and/or fitness for purpose are excluded. |
| 11. |
Termination |
| 11.1. |
RED ROCK may terminate
the Contract forthwith on the happening of any of the following
events: |
| |
11.1.1. |
the Client commits any breach
of any of the provisions of this Contract and, in the case of
a breach capable of remedy, fails to remedy the same within 14
days after receipt of a written notice giving full particulars
of the breach and requiring it to be remedied; |
| |
11.1.2. |
an encumbrancer takes possession
or a receiver is appointed over any of the property or assets
of the Client; |
| |
11.1.3. |
the Client makes any voluntary
arrangement with its creditors or becomes subject to an administration
order; |
| |
11.1.4. |
the Client goes into liquidation
(except for the purposes of amalgamation or reconstruction and
in such manner that the company resulting therefrom effectively
agrees to be bound by or assume the obligations imposed on that
other party under this Contract); or |
| |
11.1.5. |
anything which, under the
law of any jurisdiction, is analogous to any of the acts or events
specified in 11.1.2, 11.1.3 or 11.1.5 |
| 11.2. |
For the purposes
of clause 11.1.1, a breach shall be considered capable of remedy
if the party in breach can comply with the provision in question
in all respects other than as to the time of performance (provided
that time of performance is not of the essence). |
| 11.3. |
The rights to
terminate the Contract given by this clause shall not prejudice
any other right or remedy of either party in respect of the breach
concerned (if any) or any other breach. |
| 11.4. |
Upon the termination
of the Contract for any reason, subject as otherwise provided
in these Terms and to any rights or obligations which have accrued
prior to termination, neither party shall have any further obligation
to the other under the Contract. |
| 12. |
Confidentiality |
| 12.1. |
RED ROCK and the
Client each undertakes with the other throughout the duration
of this Agreement and for a period of five years after its termination
that they shall not (except in the performance of the Services)
use or disclose any trade secrets, confidential information or
other matters identified by either party as confidential, and
will make known the confidential nature of that information to
its employees and other persons to whom such information is properly
disclosed in the course of the Contract. This obligation does
not apply to any information that (1) is publicly known (2) is
given by a party who is not obliged to maintain confidentiality
or (3) is required to be disclosed by any applicable law |
| 13. |
General |
| 13.1. |
RED ROCK shall
be entitled to assign or sub-contract to any third party its
rights and/or obligations (as the case may be) arising from any
Contract. The Client may not assign its rights under the Contract
except with the prior written consent of RED ROCK. |
| 13.2. |
A notice required
or permitted to be given by either party to the other under these
Terms shall be in Writing addressed to that other party at its
registered office or principal place of business or such other
address as may at the relevant time have been notified pursuant
to this provision to the party giving the notice. |
| 13.3. |
No waiver by RED
ROCK of any breach of the Contract by the Client shall be considered
as a waiver of any subsequent breach of the same or any other
provision. |
| 13.4. |
If any provision
of the Contract is held by a court or other competent authority
to be invalid or unenforceable in whole or in part the validity
of the other provisions of the Contract and the remainder of
the provision in question shall not be affected. |
| 13.5. |
The Contracts
(Rights of Third Parties) Act 1999 shall not apply in relation
to the Contract. |
| 13.6. |
The Contract shall
be governed by the laws of England, and the Client agrees to
submit to the exclusive jurisdiction of the English courts. |
| |
 |
