Terms and Conditions

TERMS AND CONDITIONS OF SALE

The Customer's attention is in particular drawn to Conditions 11.4 and 16.

Interpretation

1.1

In these Conditions, unless the context otherwise requires, the following words have the following meanings:

"Conditions"	the standard terms and conditions of sale set out in this document;
"Contract"	any contract between P.A.Hilton Ltd and the Customer for the sale and purchase of Goods and/or Services, incorporating these Conditions;
"Customer"	the person, firm or company who purchases Goods and/or Services from P.A.Hilton Ltd;
"Goods"	any goods agreed in the Contract to be supplied to the Customer by P.A.Hilton Ltd (including any part or parts of them);
"Services"	any services agreed in the Contract to be supplied to the Customer by P.A.Hilton Ltd (including any part of them); and
"P.A.Hilton Ltd"	P.A.Hilton Ltd Limited, whose company number is 743785 and whose registered office is at Horsebridge Mill, King's Somborne, Stockbridge, Hampshire SO20 6PX.

1.2

The headings in these Conditions are for convenience only and will not affect their interpretation.

1.3

Where appropriate, words denoting a singular number only will include the plural and vice versa and references to the masculine gender will include the feminine and neuter genders and vice versa.

1.4

Any reference in these Conditions to any provision of a statute will be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.

Application of terms

2.1

Subject to any variation under Condition 2.3, the Contract for any Goods and/or Services will be governed by these Conditions to the exclusion of all other terms and conditions (including any terms or conditions that the Customer purports to apply under any purchase order, confirmation of order, specification or other document).

2.2

No terms or conditions endorsed on, delivered with or contained in the Customer’s purchase order, confirmation of order, specification or other document will form part of any Contract simply as a result of such document being referred to in the Contract.

2.3

These Conditions apply to all sales of Goods and/or Services by P.A.Hilton Ltd and no variation to these Conditions or representation about the Goods and/or Services will have any effect unless expressly agreed in writing and signed by an authorised representative of P.A.Hilton Ltd. In entering into any Contract, the Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of P.A.Hilton Ltd that is not set out in the Contract, except for any representation made fraudulently.

2.4

Each order or acceptance of a quotation for Goods and/or Services by the Customer from P.A.Hilton Ltd will be deemed to be an offer by the Customer to buy such Goods and/or Services subject to these Conditions.

2.5

Subject to Condition 2.6, no order for Goods and/or Services by the Customer will be deemed accepted by P.A.Hilton Ltd until a written acknowledgement of order is issued by P.A.Hilton Ltd or, if earlier, P.A.Hilton Ltd delivers the Goods or commences the provision of the Services to the Customer.

2.6

No order for the supply of any Goods and/or Services outside of the United Kingdom shall be binding on P.A.Hilton Ltd until the provision by the Customer of an operable Letter of Credit or other export payment terms are agreed in writing by P.A.Hilton Ltd in accordance with Condition 8 before the expiry date of the corresponding quotation from P.A.Hilton Ltd.

2.7

The Customer will ensure that the terms of any order for Goods and/or Services and any applicable specification are complete and accurate.

2.8

Any quotation from P.A.Hilton Ltd:

2.8.1	is given on the basis that no contract will come into existence until P.A.Hilton Ltd despatches an acknowledgement of order to the Customer; and
2.8.2	is only valid until the validity date stated on the quotation (unless otherwise agreed by P.A.Hilton Ltd in writing), provided that P.A.Hilton Ltd has not previously withdrawn it.

2.9

Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other documentation issued by P.A.Hilton Ltd will be subject to correction without any liability on the part of P.A.Hilton Ltd.

Description

3.1

The quantity and description of Goods and/or Services to be supplied under the Contract for such Goods and/or Services will be as set out in P.A.Hilton Ltd’s corresponding quotation or acknowledgement of order.

3.2

All samples, drawings, descriptive matter, specifications and advertising issued by P.A.Hilton Ltd and any descriptions or illustrations contained in P.A.Hilton Ltd’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods and/or Services described in them. They will not form part of the Contract for any such Goods and/or Services.

3.3

All Goods will be sold and supplied in accordance with the Incoterm specified by P.A.Hilton Ltd as applying to the sale and supply of those Goods and detailed in the corresponding quotation, such Incoterm:

3.3.1	having the meaning and effect set out in the Incoterms 2000, as revised by any subsequent revision thereof published by the International Chamber of Commerce; and
3.3.2	imposing on P.A.Hilton Ltd and the Customer as seller and buyer respectively the obligations therein stated, subject only to anything to the contrary provided in these Conditions.

Delivery

4.1

Delivery of any Goods will take place at P.A.Hilton Ltd’s premises at any time after P.A.Hilton Ltd has notified the Customer that the Goods are ready for collection or, if some other place for delivery is agreed in writing by P.A.Hilton Ltd, by P.A.Hilton Ltd delivering the Goods to that place.

4.2

Any dates specified by P.A.Hilton Ltd for delivery of any Goods and/or supply of any Services are intended to be estimates only and time for delivery of the Goods and/or supply of the Services will not be made of the essence by notice. If no such dates are specified, delivery of the Goods and/or supply of the Services will be within a reasonable time.

4.3

Except as otherwise provided in these Conditions, P.A.Hilton Ltd will not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of any Goods and/or supply of any Services (even if caused by P.A.Hilton Ltd’s negligence), nor will any delay entitle the Customer to terminate or rescind the Contract for such Goods and/or Services unless such delay exceeds 180 days.

4.4

If for any reason the Customer fails to take or accept delivery of any Goods when they are ready for collection or delivery or P.A.Hilton Ltd is unable to make available for collection or deliver any Goods on time because the Customer has not provided appropriate instructions, documents, licences or authorisations:

4.4.1	risk in the Goods will pass to the Customer (including for loss or damage caused by P.A.Hilton Ltd’s negligence);
4.4.2	the Goods will be deemed to have been delivered; and
4.4.3	P.A.Hilton Ltd may store the Goods until delivery, whereupon the Customer will be liable for all related costs and expenses (including, without limitation, storage and insurance).

4.5

P.A.Hilton Ltd may deliver Goods and/or supply Services by separate instalments. Each separate instalment will be:

4.5.1	invoiced and paid for in accordance with these Conditions; and
4.5.2	be a separate Contract and no cancellation or termination of any one Contract relating to an instalment will entitle the Customer to repudiate or cancel any other Contract or instalment.

Non-delivery

5.1

The quantity of any consignment of Goods as recorded by P.A.Hilton Ltd upon collection or despatch from P.A.Hilton Ltd’s premises will be conclusive evidence of the quantity received by the Customer on delivery, unless the Customer can provide conclusive evidence proving the contrary.

5.2

P.A.Hilton Ltd will not be liable for the non-delivery of any Goods or failure to supply any Services (even if caused by P.A.Hilton Ltd’s negligence), unless the Customer gives written notice to P.A.Hilton Ltd of the non-delivery or failure within 7 days of the date when the Goods would in the ordinary course of events have been received or the Services were to be supplied.

5.3

Any liability of P.A.Hilton Ltd for the non-delivery of any Goods or failure to supply any of the Services will be limited to:

5.3.1	supplying the Goods or Services within a reasonable time; or
5.3.2	issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods or Services

Risk/title

6.1

Risk in any Goods passes to the Customer on delivery of the Goods in accordance with the Incoterm specified by P.A.Hilton Ltd as applying to the sale and supply of those Goods and detailed in the corresponding quotation.

6.2

Unless otherwise confirmed by P.A.Hilton Ltd in writing, ownership of any Goods will not pass to the Customer until P.A.Hilton Ltd has received in full and cleared funds all sums due to it in respect of:

6.2.1	the Goods; and
6.2.2	all other sums which are or which become due to P.A.Hilton Ltd from the Customer on any account.

6.3

Until ownership of any Goods has passed to the Customer, the Customer will:

6.3.1	hold the Goods on a fiduciary basis as P.A.Hilton Ltd’s bailee;
6.3.2	store the Goods (at no cost to P.A.Hilton Ltd) separately from all other goods of the Customer or any third party in such a way that they remain readily identifiable as P.A.Hilton Ltd’s property;
6.3.3	not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods;
6.3.4	maintain the Goods in satisfactory condition and keep them insured on P.A.Hilton Ltd’s behalf for their full price against all risks to the reasonable satisfaction of P.A.Hilton Ltd and, on request, the Customer will produce the policy of insurance to P.A.Hilton Ltd; and
6.3.5	ensure that, if the Goods are or become affixed to any land or building, they will be capable of being removed without material injury to such land or building and take all necessary steps to prevent title to the Goods from passing to the landlord of such land or building,

however the Customer will be entitled to use or resell such Goods in the ordinary course of its business, provided that any such resale by the Customer will take place in its fiduciary capacity as agent (save that the Customer will not hold itself out as such) and bailee of P.A.Hilton Ltd (whether the Customer purports to sell on its own account or not) and the Customer will hold the entire proceeds of such resale on trust for P.A.Hilton Ltd, immediately pay all such proceeds into a separate bank account for such purposes, ensure that no such proceeds are mingled with any other monies or paid into an overdrawn bank account and ensure that all such proceeds are at all times identifiable as P.A.Hilton Ltd’s monies and P.A.Hilton Ltd will be entitled to call upon the Customer to assign all claims that the Customer may have against the purchaser(s) of the Goods.

6.4

Until ownership of any Goods has passed to the Customer, the Customer’s right to possession of the Goods will terminate immediately if:

6.4.1	the Customer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, (being a body corporate) convenes a meeting of creditors (whether formal or informal), enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation or has a receiver and/or manager, administrator or administrative receiver of its undertaking or any part thereof appointed, documents are filed with the court for the appointment of an administrator of the Customer or notice of intention to appoint an administrator is given by the Customer or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), a resolution is passed or a petition presented to any court for the winding-up of the Customer or for the granting of an administration order in respect of the Customer or any proceedings are commenced relating to the insolvency or possible insolvency of the Customer;
6.4.2	the Customer suffers or allows any execution, whether legal or equitable, to be levied on its property or obtained against it, fails to observe or perform any of its obligations under the Contract or any other contract between P.A.Hilton Ltd, is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or ceases to trade; or
6.4.3	the Customer encumbers or in any way charges any of the Goods.

6.5

P.A.Hilton Ltd will be entitled to recover payment for Goods notwithstanding that ownership of any such Goods has not passed from P.A.Hilton Ltd.

6.6

The Customer grants P.A.Hilton Ltd, its agents and employees an irrevocable licence at any time to enter any premises where Goods are or may be stored in order to inspect them or, where the Customer’s right to possession in respect of such Goods has terminated, to recover them.

6.7

Where P.A.Hilton Ltd is unable to determine whether any Goods are the goods in respect of which the Customer’s right to possession has terminated, the Customer will be deemed to have sold all goods of the kind sold by P.A.Hilton Ltd to the Customer in the order in which they were invoiced to the Customer.

6.8

On termination of the Contract for any Goods howsoever caused, P.A.Hilton Ltd’s (but not the Customer’s) rights contained in this Condition 6 will remain in effect.

Price

7.1

Unless otherwise agreed in writing by P.A.Hilton Ltd, the price for any Goods and/or Services will be the price set out in the corresponding quotation, which (in the case of any Goods) will reflect the Incoterm in accordance with which such Goods are to be sold and supplied, as also detailed in the corresponding quotation.

7.2

If Her Majesty’s Customs and Excise VAT is payable in respect of the sale and supply of any Goods and/or Services, then it will be included in the total price payable by the Customer for such Goods and/or Services under Condition 7.1. Any other applicable tax, duty or import levy will be charged additionally to and/or (whether directly or indirectly paid) for the account of the Customer.

7.3

P.A.Hilton Ltd reserves the right, by giving notice to the Customer at any time before the delivery or supply of Goods and/or Services, to increase the price of the Goods and/or Services to reflect:

7.3.1	any increase in the cost to P.A.Hilton Ltd that is due to any factor beyond its control (such as, without limitation, alteration of duties or significant increases in the costs of labour, materials or other costs of manufacture);
7.3.2	any changes in delivery dates, quantities or the specifications for the Goods and/or Services that is requested by the Customer; and/or
7.3.3	any delay caused by any of the Customer’s instructions or its failure to give P.A.Hilton Ltd adequate information or instructions.

7.4

Any quotation from P.A.Hilton Ltd for the sale and supply of any Goods will definitively state the Incoterm in accordance with which such Goods are to be sold and supplied and the price of P.A.Hilton Ltd supplying training, installation and commissioning services in respect of such Goods. Each such quotation will also make it clear what the price is for the sale and supply of the Goods, both with and without P.A.Hilton Ltd supplying such additional services. It is the responsibility of the Customer:

7.4.1	prior to placing any order for Goods, to correctly notify P.A.Hilton Ltd of any changes it requires to the Incoterm specified by P.A.Hilton Ltd as applying to the sale and supply of those Goods and detailed in the corresponding quotation and P.A.Hilton Ltd will, upon receipt of any such notification and if it agrees with the requested change, issue a revised quotation to reflect the change; and
7.4.2	in placing any order for Goods, to confirm, or otherwise, in writing whether the Customer requires P.A.Hilton Ltd to supply training, installation and commissioning services in respect of the Goods,

and P.A.Hilton Ltd shall not be in any way responsible or liable for any failure by the Customer to do so, nor shall any such failure in any way relieve the Customer of any of its obligations under the resulting Contract for the Goods if the incorrect or incomplete order is accepted by P.A.Hilton Ltd, nor shall any cancellation under and in accordance with Condition 12 of any such accepted order as a result of any such failure in any way relieve the Customer of its indemnification obligations under Condition 12.

Payment

8.1

Unless other export payment terms are agreed in writing by P.A.Hilton Ltd, the payment due in respect of any order for the supply of Goods and/or Services outside of the United Kingdom must be made by Letter of Credit and the Customer must establish and maintain in favour of P.A.Hilton Ltd an irrevocable Letter of Credit satisfactory to P.A.Hilton Ltd and confirmed by a major clearing bank in England in order to effect such payment.

8.2

In relation to any payments to be made under any Contract other than by Letter of Credit or any other export payment terms agreed in writing by P.A.Hilton Ltd, the Customer will make each such payment in full and cleared funds within 30 days of the date of P.A.Hilton Ltd’s corresponding invoice or such alternative timeframe as is agreed in writing by P.A.Hilton Ltd. Time for payment of any sums owed to P.A.Hilton Ltd under any Contract will be of the essence of that Contract.

8.3

All payments payable to P.A.Hilton Ltd under the Contract for any Goods and/or Services will become due immediately on its termination despite any other provision.

8.4

The Customer will make all payments due under the Contract for any Goods and/or Services in full without any deduction (whether by way of set-off, counterclaim, discount, abatement or otherwise), unless the Customer has a valid court order requiring an amount equal to such deduction to be paid by P.A.Hilton Ltd to the Customer.

8.5

If the Customer fails to pay P.A.Hilton Ltd any sum due pursuant to the Contract for any Goods and/or Services, the Customer will be liable to pay interest to P.A.Hilton Ltd on such sum from the due date for payment at the annual rate of 4% above the base lending rate from time to time of Barclays Bank plc, accruing on a daily basis until payment is made in cleared funds, whether before or after any judgment.

Intellectual Property

9.1

The Customer acknowledges that P.A.Hilton Ltd and/or its licensors will retain ownership of all intellectual property rights of whatever nature:

9.1.1	in the design or manufacture of any Goods or any accessories to or parts of such Goods; and
9.1.2	in any Services or any goods, products or materials made available or produced as part of any Services.

10.

Quality

10.1

Where P.A.Hilton Ltd is not the manufacturer of any Goods, P.A.Hilton Ltd will endeavour to transfer to the Customer the benefit of any warranty or guarantee given to P.A.Hilton Ltd in respect of such Goods.

10.2

Except as otherwise provided in these Conditions, P.A.Hilton Ltd warrants that Goods will, for a period of 24 months from the earlier of the date of their confirmed delivery or the date 4 weeks after their despatch:

10.2.1	be of satisfactory quality;
10.2.2	be reasonably fit for educational and/or training purposes; and
10.2.3	be reasonably fit for any particular purpose for which the Goods are being bought if the Customer has previously made that purpose known to P.A.Hilton Ltd in writing and P.A.Hilton Ltd has confirmed in writing that it is reasonable for the Customer to rely on the skill and judgement of P.A.Hilton Ltd.

10.3

P.A.Hilton Ltd warrants that (except as otherwise provided in these Conditions) Services will be conducted with reasonable care and skill.

10.4

P.A.Hilton Ltd will not be liable for a breach of any of the warranties in Condition 10.2 or 10.3 unless:

10.4.1

the Customer gives written notice of the breach to P.A.Hilton Ltd within 14 days of the time when the Customer discovers or ought to have discovered the breach; and

10.4.2

P.A.Hilton Ltd is given a reasonable opportunity after receiving the notice:

10.4.2.1	of examining the defective or faulty Goods; or
10.4.2.2	of conducting an enquiry into the deficient provision of the Services.

10.5

P.A.Hilton Ltd will not be liable for a breach of any of the warranties in Condition 10.2:

10.5.1	if, after giving notice under Condition 10.4.1, the Customer makes any further use of the defective or faulty Goods in respect of which such notice was given;
10.5.2	if the breach arises because the Customer failed to follow P.A.Hilton Ltd’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the relevant Goods or (if there are none) good trade practice;
10.5.3	if the Customer alters or repairs the defective or faulty Goods without the prior written consent of P.A.Hilton Ltd; or
10.5.4	if the breach occurs in relation to any consumables or results from fair wear and tear, the wilful damage or negligence of the Customer or any of its employees, agents or sub-contractors or any abnormal working conditions of the Customer.

10.6

Subject to Conditions 10.4 and 10.5, if any Goods and/or Services do not conform with any of the warranties in Condition 10.2 or 10.3, P.A.Hilton Ltd will at its option:

10.6.1	repair or replace such Goods (or the defective part);
10.6.2	re-supply the Services (or the defective part); or
10.6.3	refund the price of such Goods and/or Services at the pro rata Contract rate, provided that, if P.A.Hilton Ltd so requests, the Customer will return the Goods (or the part of such Goods which is defective) to P.A.Hilton Ltd at P.A.Hilton Ltd’s expense.

10.7

If P.A.Hilton Ltd exercises any option under Condition 10.6 in respect of any breach of any of the warranties in Conditions 10.2 and 10.3, it will have no further liability for any such breach. Any Goods replaced under Condition 10.6.1 will belong to P.A.Hilton Ltd and any repaired or replacement Goods will be guaranteed on the terms of this Condition 10 for the unexpired portion of the 24-month period.

11.

Limitation of liability

11.1

Subject to Conditions 4, 5 and 10, the following provisions set out the entire financial liability of P.A.Hilton Ltd (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of:

11.1.1	any breach of these Conditions;
11.1.2	any use made of any Goods and/or Services or of any product incorporating any of the Goods; and
11.1.3	any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Contract for any Goods and/or Services.

11.2

Except as expressly provided in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract for any Goods and/or Services.

11.3

Nothing in these Conditions excludes or limits the liability of P.A.Hilton Ltd:

11.3.1	for death or personal injury caused by P.A.Hilton Ltd’s negligence;
11.3.2	under section 2(3) of the Consumer Protection Act 1987;
11.3.3	for any matter that it would be illegal for P.A.Hilton Ltd to exclude or attempt to exclude its liability; or
11.3.4	for fraud or fraudulent misrepresentation.

11.4

Subject to Conditions 11.2 and 11.3:

11.4.1

P.A.Hilton Ltd’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract will be for direct losses only and limited to the higher of: (a) the Contract price; or (b) the sums actually received by P.A.Hilton Ltd following a successful claim under its relevant insurance policy in respect of the event giving rise to the claim; and

11.4.2

P.A.Hilton Ltd will not be liable to the Customer for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract for any Goods and/or Services.

11.5

Under WEEE Producer Responsibility in Europe Directives and its implementing regulations P.A.Hilton Ltd is not liable for the disposal and / or recycling of any electrical and electronic equipment supplied. Such disposal and / or recycling is solely the responsibility of the Customer.

12.

Cancellation

12.1

Orders that have been accepted by P.A.Hilton Ltd can only be cancelled by the Customer with the prior written agreement of P.A.Hilton Ltd and on condition that the Customer shall indemnify P.A.Hilton Ltd in full against all loss (including, without limitation, loss of profit), costs (including, without limitation, the cost of all labour and materials used), damages, charges and expenses incurred by P.A.Hilton Ltd as a result of the cancellation.

13.

Suspension of Contract

13.1

If the Customer:

13.1.1	breaches any of its obligations to P.A.Hilton Ltd under any Contract;
13.1.2	is a company and any meeting is convened or resolution is passed or petition is presented (otherwise than for reconstruction or amalgamation) to wind it up or a receiver, administrative receiver, administrator or liquidator is appointed, or if ceases or threatens to cease to carry on trade, or if in the opinion of P.A.Hilton Ltd serious doubts arise as to the Customer’s solvency; or
13.1.3	is an individual and (or is a partnership and any partner therein) makes any voluntary arrangement with his creditors or presents his own or has presented against him a bankruptcy petition,

then, without prejudice to any other rights or remedies available to P.A.Hilton Ltd under the relevant Contract, at law or in equity, P.A.Hilton Ltd shall immediately become entitled to cancel the Contract or to suspend further performance of the Contract or any other contract between P.A.Hilton Ltd and the Customer without any liability to the Customer. If the Goods and/or Services to be supplied under any Contract cancelled or suspended by P.A.Hilton Ltd under this Condition 13 have been delivered and/or supplied but not paid for, the price for such Goods and/or Services shall become immediately due and payable, notwithstanding any previous agreement or arrangement to the contrary.

14.

Force majeure

14.1

P.A.Hilton Ltd reserves the right to:

14.1.1	defer any date of delivery or supply under any Contract; or
14.1.2	cancel any Contract,

without liability to the Customer if P.A.Hilton Ltd is prevented from or delayed from performing its duties under the Contract due to circumstances beyond the reasonable control of P.A.Hilton Ltd.

15.

Notices

15.1

Any notice required to be given under or in connection with any Contract by either party may be sent by fax or letter to the last known address of the principal place of business (or registered office in the case of a company) of the other party or, in the case of the Customer, the address detailed on the corresponding purchase order. All such notices shall be deemed to have been received by the addressee at the following times:

Fax	immediately following despatch; and
Letter	within two working days or (in the case of airmail) such other timeframe as should reasonably be expected in the ordinary course of post or courier.

16.

Indemnity

16.1

The Customer will fully indemnify P.A.Hilton Ltd and keep P.A.Hilton Ltd fully indemnified from and against all loss, damage, cost, expense (including legal fees) or liability (whether criminal or civil) suffered or incurred by P.A.Hilton Ltd as a result of the Customer’s breach of any Contract or its negligence in relation to storage, installation, commissioning, use or maintenance of any Goods.

17.

Assignment

17.1

P.A.Hilton Ltd may assign the Contract for any Goods and/or Services (or any part of it) to any person, firm or company.

17.2

The Customer will not be entitled to assign the Contract for any Goods and/or Services (or any part of it) without the prior written consent of P.A.Hilton Ltd.

18.

General

18.1

Each right or remedy of P.A.Hilton Ltd under any Contract is without prejudice to any other right or remedy of P.A.Hilton Ltd whether under the Contract or not.

18.2

If any provision of any Contract is found to be invalid, it will (to the extent of such invalidity) be deemed severable and the remaining provisions of the Contract and the remainder of such provision will continue in full force and effect.

18.3

Failure or delay by P.A.Hilton Ltd in enforcing or partially enforcing any provision of any Contract will not be construed as a waiver of any of its rights under the Contract.

18.4

Any waiver by P.A.Hilton Ltd of any breach of, or any default under, any provision of any Contract by the Customer will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of the Contract.

18.5

The parties to any Contract do not intend that any term of the Contract will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.

18.6

English law will govern the formation, existence, construction, performance, validity and all aspects of any Contract and both P.A.Hilton Ltd and the Customer submit themselves to the exclusive jurisdiction of the English Courts, except where the country in which the Customer is constituted is not a party to an agreement with the United Kingdom for the reciprocal enforcement of judgements in which case all disputes in connection with the Contract shall be finally settled under the Rules of Conciliation and Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with such Rules. Such arbitration shall take place in London, England.

18.7

Product images are for illustrative purposes only and may differ from the actual product.