TERMS AND CONDITIONS
RADWELL shall provide the Goods, Services, Repairs and Testing (as defined below) in accordance with these terms and conditions.
Whereby it is agreed as follows:
INTERPRETATION1.1DefinitionsIn these Conditions, the following definitions apply:RADWELL: means Radwell International UK limited or any subsidiary or associate thereof as such terms are defined in the Companies Act 2006 (as amended from time to time) but excluding any such subsidiary or associate company registered in the United States or Canada.Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 12.6.Contract: any contract between RADWELL and the Customer for the supply of Goods and/or Services and/or Repairs and/or Testing made in accordance with these Conditions.Customer: the individual, firm, company or other party from whom an Order is received by RADWELL.Factory New Goods: Goods supplied in the manufacturer’s original packaging and the term Non-Factory New Goods shall be used to refer to all other Goods.Force Majeure Event: has the meaning given in clause 12.Goods: the goods including Factory New goods and Non-Factory New Goods (or any part of them) set out or referred to in the relevant Order or the Order Confirmation issued by RADWELL (where there is a conflict between Order and Order Confirmation the Order Confirmation will prevail) or otherwise agreed as being the Goods by the parties.Goods Specification: the specification as set out in the description given to the Goods by RADWELL.Order: the Customer's order for the Goods, Repairs or Services.Order Confirmation: the confirmation of order issued by RADWELLServices: the on sight services, supplied by RADWELL or its selected sub-contractor to the Customer as set out in the Service Specification below, but excluding Repairs.RADWELL Materials: has the meaning set out in clause 7.1(g).Repairs: repairs made by Radwell to Repair Items as specified in the Order confirmationRepair Items: items sent to Radwell by the Customer for repairs and which Radwell have agreed to receive for the purposes of repair.Service Specification: the written description or specification of the Services provided by RADWELL at the Customers place of business.Testing: Testing and cleaning of items undertaken by RADWELL on items supplied by Customers.
BASIS OF CONTRACT2.1These Conditions apply to the Contract (and to any sales of Goods and/or supply of Services and/or Repairs and/or Testing from RADWELL to the Customer) to the exclusion of any other conflicting terms and/or standard terms that the Customer seeks to impose or incorporate, or which may otherwise be implied by trade, custom, practice or course of dealing.2.2The Customer is responsible for ensuring that the terms of the Order are complete and accurate.2.3The Order shall only be deemed to be accepted when RADWELL issues an Order Confirmation at which point the Contract shall come into existence.2.4The Customer is deemed to acknowledge that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of RADWELL.2.5Save as expressly set out in these terms or in any Order or Order Confirmation but only to the extent expressly stated, any samples, drawings, descriptive matter, or advertising produced by RADWELL and any descriptions or illustrations contained in RADWELL catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods and/or Services and /or Repairs described in them. They shall not form part of the Contract or have any contractual force.2.6Any quotation given by RADWELL shall not constitute an offer.
GOODS3.1The Goods are described as set out on the RADWELL website and by any applicable Goods Specification.3.2RADWELL reserves the right to amend any Goods Specification if required by any applicable statutory or regulatory requirements.3.3Notwithstanding that title in the Goods shall not pass until payment, all Goods shall be at the risk of the Customer from the point of delivery (see further clause 5).3.4Where the quoted price includes carriage, RADWELL shall not be liable for loss or damage in transit unless the notice of such loss or damage is given to the carriers and to RADWELL verbally within 24 hours and in writing within 5 days of point of delivery.3.5RADWELL may arrange specific types of carriage at the request and cost of the Customer as agent of the Customer only and without liability or obligation on the part of RADWELL.3.6If through instructions or lack of instructions from the Customer, RADWELL is unable to despatch the Goods within seven days after the date of notification that they are ready for despatch, the Goods will be deemed to have been delivered and RADWELL shall be entitled to arrange insurance and storage within its own works or elsewhere on behalf of the Customer and the Customer will pay RADWELL reasonable charges incurred for such insurance or storage. The goods shall be invoiced and the customer must pay within the normal agreed terms of payment.3.7RADWELL is not responsible for export demurrage charges and/or customs charges or additional costs resulting from delay in unloading.3.8Any dates quoted for delivery of Goods are estimates only. No warranty is given for the specific time of delivery. Time of delivery is not of the essence. RADWELL shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer's failure to provide RADWELL with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods, or in any event any delay which is less than 4 months from the original estimated time of delivery.3.9If RADWELL fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods.3.10Goods Supplied by RADWELL, may be un-used but re- packaged, or used. RADWELL gives no warranty that the goods are brand new, unless the Goods are listed in the applicable Order Confirmation as being ‘Factory New’.
WARRANTY FOR GOODS AND REPAIRS4.1Subject to the provisions of clauses 10
The lengths of warranty described in 4.1 (a) to (c) above shall, where applicable, be known as the “Warranty Period”
- Save as set out in clause 4.1 (b), RADWELL warrants that on the point of delivery for a period of 12 months from the date of delivery Factory New Goods shall conform in all material respects with their description and any applicable Specification.
- RADWELL warrants that on the point of delivery and for a period of 2 years all Non-Factory New Goods shall conform in all material respects to their description.
- RADWELL warrants that from the point of delivery all Repairs will accord with their description and/or remain functional subject to the performance of the Repair Item for a period of 2 years.
4.2Subject to clause 4.3, if:
- Notwithstanding the above, RADWELL expressly gives no warranty as to the future functionality of repairs made to robotic items or items that are the subject of testing, save that such repairs and Testing shall be carried out in good faith.
RADWELL shall, at its option, either (i) repair or replace the defective Goods or Repairs, or (ii) refund the price paid or to be paid for the element of the Goods or Repairs found to be defective4.3RADWELL shall not be liable for failure of Goods' or Repairs to comply with the warranty set out in clause 4.1(a) in any of the following events:
- The Customer gives notice in writing to RADWELL during the respective Warranty Period that some or all of the Goods or Repairs do not comply with the warranty set out in clause 4.1(a)- 4.1( c)
- RADWELL is given a reasonable opportunity of examining such Goods; and
4.4All terms implied by statute are excluded to the fullest extent permitted by law.
- the Customer, and/or end user and/or installer failed to follow RADWELL’s oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods and/or Repair Items and (if there are none) good trade practice regarding the same;
- the Customer and/or end user and/or installer alters or repairs such Goods or Repair Items without the written approval of RADWELL; or
- the defect arises as a result of fair wear and tear, willful damage, negligence, or abnormal storage or working conditions.
TITLE AND RISK5.1The risk in the Goods shall pass to the Customer from the point of delivery.5.2Title to the Goods shall not pass to the Customer until:
5.3Until title to the Goods has passed to the Customer, the Customer shall:
- RADWELL receives payment in full (in cash or cleared funds) for the Goods and any other goods that RADWELL has supplied to the Customer in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums; unless
(in circumstances where the Customer is a mercantile agent and it resells the Goods in the normal course of trade); in which case title to the Goods shall pass to the Customer at the time specified in clause 5.4.
5.4Subject to clause 5.5, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before RADWELL receives payment for the Goods (as principal and not as RADWELL’s agent) in which event title to the Goods shall pass to the Customer immediately before the time of resale. However, if the Customer resells the Goods before RADWELL receives payment for them the Customer will hold on trust for RADWELL so much of the proceeds of sale received by it, under contracts which include any of the Goods hereby sold either in their original or altered state, as are necessary to discharge payment in full to RADWELL.5.5If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 9.2, then, without limiting any other right or remedy RADWELL may have:
- store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as RADWELL property;
- not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
- maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
- notify RADWELL immediately if it becomes subject to any of the events listed in clause 9.2; and
- give RADWELL such information relating to the Goods as RADWELL may require from time to time.
- the Customer's right to resell the Goods or use them in the ordinary course of its business ceases immediately; and
- RADWELL may at any time:
- require the Customer to deliver up all Goods in its possession which have not been resold, or irrevocably incorporated into another product; and
- if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.
WARANTY FOR SUPPLY OF SERVICES6.1Warranties for services are provided subject to the provisions of clauses 10.6.2RADWELL shall provide the Services to the Customer in accordance with the Service Specification in all material respects.6.3Any performance dates specified by RADWELL for delivery or completion of the Services shall be estimates only and time shall not be of the essence for the performance of the Services. RADWELL shall have no liability for delay in the delivery of Services provided that such Services are delivered within 4 months of when estimated.6.4RADWELL shall have the right to make any changes to the Services 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, and RADWELL shall notify the Customer in any such event.6.5RADWELL warrants that the Services will correspond with their description.
CUSTOMER'S OBLIGATIONS7.1The Customer shall:
7.2If RADWELL's performance of any of its obligations in respect of the Services Goods or Repairs is prevented or delayed by any act or omission of the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
- ensure that the terms of the Order is complete and accurate;
- cooperate with RADWELL in all matters relating to the Services;
- provide RADWELL, its employees, agents, consultants and subcontractors, with access to the Customer's premises, office accommodation and other facilities as reasonably required by RADWELL to provide the Services;
- (provide RADWELL with such information and materials as RADWELL may reasonably require to supply the Services, and ensure that such information is accurate in all material respects;
- at the customer’s cost prepare in all material respects the property and/or area (if not owned or occupied by RADWELL) where the Services are to be deployed for the supply of the Services and prepare in all material respects any relevant items which are intended to be the subject of the Services so that the Services may begin on time and without delay and without further preparatory work not specifically agreed and costed by RADWELL;
- obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start; and
- keep and maintain all materials, equipment, documents and other property of RADWELL (RADWELL Materials) at the Customer's premises in safe custody at its own risk, maintain RADWELL Materials in good condition until returned to RADWELL, and not dispose of or use RADWELL Materials other than in accordance with RADWELL's written instructions or authorisation.
- RADWELL shall without limiting its other rights or remedies have the right to suspend performance of the Services and/or further delivery of the Goods until the Customer remedies the Customer Default, and RADWELL shall be relieved from the performance of any of its obligations to the extent the Customer Default prevents or delays RADWELL's performance of any of its obligations;
- RADWELL shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from RADWELL's failure or delay to perform any of its obligations caused directly or indirectly by a Customer Default; and
- the Customer shall reimburse RADWELL on written demand for any costs or losses sustained or incurred by RADWELL arising directly or indirectly from the Customer Default.
CHARGES AND PAYMENT8.1The price of the Goods and/or Repairs and/or Services and/or Testing shall be the price set out in the Order Confirmation.8.2The price is exclusive of the costs and charges of packaging, insurance and transport, which shall be invoiced to the Customer unless otherwise stated in writing and agreed by RADWELL.8.3In the absence of an Order or Order Confirmation stating the price, RADWELL shall be entitled to charge a fair sum having regard to all the circumstances as if agreement had been reached between a willing buyer and seller.
8.4RADWELL reserves the right to:
- If extra works are required over and above that ordered RADWELL shall be entitled to charge additional sums and a fair rate in accordance with RADWELL’S usual rates. Similarly if the work takes longer than was anticipated by RADWELL or is delayed for any reason other than that which is RADWELL’s sole responsibility, RADWELL may charge additional sums on a pro-rata basis.
- RADWELL shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom RADWELL engage in connection with the Services including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by RADWELL for the performance of the Services, and for the cost of any materials.
8.5Notwithstanding the above if RADWELL is requested to undertake work on an urgent basis prior to the receipt of an Order and/or the provision of an Order confirmation the Customer shall be deemed to agree to pay a reasonable price for such work including but not limited to preparatory work, the provision of estimates and the cost of carriage.8.6Unless otherwise expressly agreed between the parties, in respect of Goods, RADWELL shall invoice the Customer on or at any time after completion of delivery of Goods or Repairs. In respect of Services, unless otherwise agreed RADWELL shall be entitled invoice the Customer weekly in arrears for the value of the works undertaken as reasonably estimated by RADWELL in its sole discretion.8.7The Customer shall pay each invoice submitted by RADWELL:
- Increase the price of the Goods or Repairs or Services, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Goods or Repairs or Services to RADWELL that is due to:
- any factor beyond the control of RADWELL (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
- any request by the Customer to change the delivery date(s), quantities or types of Goods or Repairs or Services ordered, or the Goods Specification or Services Specification; or
any delay caused by any instructions of the Customer or failure of the Customer to give RADWELL adequate or accurate information or instructions.
time for payment shall be of the essence of the Contract.8.8The price of the Goods, Repairs and/or Services is exclusive of amounts in respect of value added tax (VAT). The Customer shall, on receipt of a valid VAT invoice from RADWELL, pay to RADWELL such additional amounts in respect of VAT as are chargeable on the supply of the Goods.8.9If the Customer fails to make any payment due to RADWELL under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 5% per annum above the Bank Of England’s 's base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law).RETURNS POLICY8.10RADWELL operates a returns policy described in 8.11 for Goods ordered in error. This does not apply to items that are not routinely held in stock by RADWELL.8.11Where a customer seeks to return Goods for reasons that are other than RADWELL’S fault, RADWELL may in its sole discretion offer a refund of up to 75% of the purchase price minus any costs incurred by RADWELL associated with their initial delivery and return. No refund will be provided unless the Goods are returned in a manner that allows them to be sold by RADWELL for at least the same price as they were sold to the Customer. Specifically but without limitation the Goods packaging must not have been opened. No refund will be considered unless the Goods are returned by the Customer within 5 days or their receipt.
- By the end of month following month of despatch
- in full and in cleared funds to a bank account nominated in writing by RADWELL, and
TERMINATION AND SUSPENSION9.1If the Customer becomes subject to any of the events listed in clause 9.2, RADWELL may terminate the Contract with immediate effect by giving written notice to the Customer.9.2For the purposes of clause 9.1, the relevant events are:
9.3Without limiting its other rights or remedies, RADWELL may suspend provision of the Goods and/or Services and/or Repairs under the Contract or any other contract between the Customer and RADWELL if the Customer becomes subject to any of the events listed in clause 9.2(a) to clause 9.2(l), or RADWELL reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due to RADWELL on the due date for payment. RADWELL shall have no liability to the Customer for suspension properly exercised under this clause.9.4On termination of the Contract for any reason, the Customer shall immediately pay to RADWELL all of RADWELL’s outstanding unpaid invoices and interest.9.5Termination of the Contract, however arising, shall not affect either of the parties' rights, remedies, obligations and liabilities that have accrued as at termination.9.6Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect.
- the Customer suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due or admits inability to pay its debts, or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986, or (being a partnership) has any partner to whom any of the foregoing apply;
- the Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where the Customer is a company) where these events take place for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer;
- (being a company) a petition is filed, a notice is given, a resolution is passed, or an order is made for, or in connection with, the winding up of the Customer, other than for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer;
- (being a company) an application is made to court, or an order is made for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Customer;
- (being a company) the holder of a qualifying floating charge over the Customer's assets has become entitled to appoint or has appointed an administrative receiver;
- a person becomes entitled to appoint a receiver over the Customer's assets or a receiver is appointed over the Customer's assets;
- (being an individual) the Customer is the subject of a bankruptcy petition or order;
- a creditor or encumbrancer of the Customer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
- any event occurs, or proceeding is taken, with respect to the Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 9.2(a) to clause 9.2(f) (inclusive);
- the Customer suspends, threatens to suspend, ceases or threatens to cease, to carry on all or a substantial part of its business;
- the Customer's financial position deteriorates to such an extent that in RADWELL’s opinion the Customer's capability to adequately fulfill its obligations under the Contract has been placed in jeopardy; and
- (being an individual) the Customer dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation.
LIMITATION OF LIABILITY UK CONTRACTS10.1The limitations in clause 10 shall apply only to those Contracts not subject to clause 11. For the avoidance of doubt, the limitations in clause 11 shall apply to International Supply Contracts.10.2Nothing in these Conditions shall limit or exclude RADWELL liability for:
10.3Subject to clause 10.2 RADWELL shall under no circumstances whatsoever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise or that of its agents, or employees, for:
- death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
- fraud or fraudulent misrepresentation;
- breach of the terms implied by section 12 of the Sale of Goods Act 1979;
- breach of the terms implied by Section 2 of the Supply of Goods and Services Act 1982;
- defective products under the Consumer Protection Act 1987; or
- any matter in respect of which it would be unlawful for RADWELL to exclude or restrict liability.
10.4(a) All free issue material, equipment and goods provided by the Customer and intended for incorporation into the works of RADWELL and all Repair items shall be at the Customer risk as regards any loss or damage howsoever caused(b)If such loss is caused by RADWELL it shall process substitute materials and/or Repair Items supplied by the Customer, at no additional charge, but shall have no further liability to the Customer what so ever.10.5RADWELL’s total liability to the Customer in respect of all claims arising under or in connection with the Contract for the supply of Goods and or Repairs shall be limited to £1,000 or the price originally agreed for the Goods and/ or Repairs the subject of any claim whichever is the lower.10.6RADWELL’s total liability to the Customer for defects in the supply of Services shall be the amount paid by the Customer to RADWELL in the last 12 months prior to the end of events giving rise to the claim.10.7Where so instructed in RADWELL’s installation instructions for a product, the Customer accepts responsibility for the recording of the location of installation of any Goods supplied by RADWELL. RADWELL shall have no liability for additional losses or costs incurred by the Customer or its customers caused by the failure to record the precise location of installation of each individual item of Goods.
- any loss of profit; or
- loss of business, depletion of goodwill and/or similar losses; or
- loss of anticipated savings; or
- loss of goods; or
- loss of contract; or
- loss of use; or
- loss of production, shut down or none operation; or
- the cost of demobilisation, disassembly or reconstruction; or
- the cost of renting or leasing a back-up unit, cost of renting or leasing a crane and any form of manipulator, costs of transportation for obtaining replacement equipment or components;
- loss or corruption of data or information; or
- any loss of government grant or similar financial allocation; or
- any loss of trust status or similar; or
- any special loss;
- any indirect loss;
- any consequential loss; or
- any pure economic loss, costs, damages, charges or expenses.
FORCE MAJEURE11.1Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. A Force Majeure Event means any event beyond a party's reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party's), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, a latent defect in a component or product not revealed by any testing prior to manufacture or delivery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of RADWELL’s or subcontractors or RADWELLs.
GENERAL12.1Assignment and other dealings.
- RADWELL may, at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
- The Customer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of RADWELL.
- Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier.
- A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 12.2(a); 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; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed.
- The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action. For the purpose of this clause “writing” shall not include emails and for the avoidance of doubt notice given under this Contract shall not be validly served if sent by email.
12.4WaiverA waiver of any right or remedy under the Contract or law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.12.5Third party rightsA person who is not a party to the Contract shall not have any rights to enforce its terms.12.6VariationExcept as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is in writing and signed by RADWELL.12.7Governing lawThe Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales.12.8JurisdictionEach party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).
- 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 shall not affect the validity and enforceability of the rest of the Contract.
- If one party gives notice to the other of the possibility that any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.