Business Terms & Conditions
The customer's attention is drawn in particular to the provisions of clause 12.
1.1. Definitions. In these Conditions, the following definitions apply:
"Account Application Form" means the account application form signed by the Customer and DOW for the supply of Products;
"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 14.6;
"Contract" means each individual contract between DOW and the Customer in respect of each Order for the sale and purchase of the Products and the hire of Containers in accordance with the Framework Contract;
"Customer" the person or firm who purchases the Products from DOW;
"Containers" means cylinders or other containers (including the valves and valve guards and other ancillary equipment and materials supplied to the Customer and, in the case of banks and packs, frames on which Products are delivered to the customer;
"DOW" means Dixons of Westerhope Limited (registered in England and Wales with company number 4526002);
"Force Majeure Event" has the meaning given in clause 13;
"Framework Contract" means these Conditions and the Account Application form, which govern the overall relationship of the parties in relation to Orders for Products and Containers from time to time;
"Initial Term" means the initial term of the Framework Contract as set out in the Account Application Form, or if no such term is set out therein, a period of five years from the date of the Account Application Form;
"Order" means the Customer's order for the Products from time to time;
"Products" means the Products as set out in the Account Application Form, or such other Products as DOW may agree to supply to the Customer pursuant to an Order;
"Product Prices" means the fixed prices for Products as set out in the Account Application Form as varied from time to time by these Conditions, or if no such fixed prices are set out therein, DOW's list prices as in effect at the time of the Order;
"Rental Charges" means the fixed charges for rental of Containers as set out in the Account Application Form as varied from time to time in accordance with these Conditions, or if no such fixed charges are set out therein, DOW's list prices as in effect at the time of the Order;
"Specification" means DOW's industrial grade specifications for the Products, contained in the data and safety sheets of the Products at the time of the Order;
1.2. Construction. In these Conditions, the following rules apply:
1.2.1. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality). A reference to a party includes its personal representatives, successors or permitted assigns.
1.2.2. A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
1.2.3. Any phrase introduced by the terms "including", "include", "in particular" or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms. A reference to writing or written includes faxes and e-mails.
2. Basis of contract
2.1. These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.2. Each Order constitutes an offer by the Customer to purchase Products and rent Containers in accordance with these Conditions. The Customer is responsible for ensuring that the terms of each Order are complete and accurate.
2.3. Each Order shall only be deemed to be accepted when DOW issues a written acceptance of the Order at which point the Contract shall come into existence.
2.4. Subject to clause 12.1, the Framework Contract and the Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of DOW which is not set out in the Framework Contract or the Contract.
2.5. Any samples, drawings, descriptive matter, or advertising produced by DOW and any descriptions or illustrations contained in DOW's catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Products, and Containers described in them. They shall not form part of the Framework Contract or the Contract or have any contractual force.
2.6. A quotation for the Products and/or Containers given by DOW shall not constitute an offer. A quotation shall only be valid for a period of 30 Business Days from its date of issue.
2.7. The Customer shall be solely responsible for ensuring that the Products and Containers shall be suitable for its intended purpose, and the Customer and DOW acknowledge and agree that DOW does not provide any warranty or representation whatsoever as to the suitability of the Products or Containers for any intended purpose of the Customer and as such DOW shall have no liability to the Customer if the Products or Containers are not suitable for such purpose.
Unless otherwise stated in the Account Application Form, the Framework Contract shall remain in full force and effect for the Initial Term, and shall continue thereafter until terminated by either party giving the other not less than three months' written notice of termination, such notice to expire after the Initial Term.
DOW reserves the right to amend the Specification of the Products or the Containers if required by any applicable statutory or regulatory requirements.
During the term of the Framework Contract, or for a period of 5 years from the date of the Account Application Form (whichever is shorter), the Customer shall not purchase any products which are the same as or similar to the Products from any supplier other than DOW.
6. Rental of Containers
6.1. The Containers shall at all times remain the property of DOW, and the Customer shall have no right, title or interest in or to the Containers (save for the right to possession and use of the Containers subject to these Conditions).
6.2. The risk of loss, theft, damage or destruction of the Containers shall pass to the Customer on delivery. The Containers shall remain at the sole risk of the Customer at all times during which the Containers are in the possession, custody or control of the Customer ("Risk Period") until such time as the Containers are returned to DOW.
6.3. During the Risk Period, the Customer shall, at its own expense, obtain and maintain the following insurances:
6.3.1. insurance of the Containers to a value not less than their full replacement value comprehensively against all usual risks of loss, damage or destruction by fire, theft or accident, and such other risks as DOW may from time to time nominate in writing;
6.3.2. insurance for such amounts as a prudent owner of the Containers would insure for, or such amount as DOW may from time to time reasonably require, to cover any third party or public liability risks of whatever nature and however arising in connection with the Containers; and
6.3.3. insurance against such other or further risks relating to the Containers as may be required by law, together with such other insurance as DOW may from time to time consider reasonably necessary and advise to the Customer.
6.4. All insurance policies procured by the Customer shall be endorsed to provide DOW with at least twenty (20) Business Days' prior written notice of cancellation or material change (including any reduction in coverage or policy amount) and shall, upon DOW's request, name DOW on the policies as a loss payee in relation to any claim relating to the Containers. The Customer shall be responsible for paying any deductibles due on any claims under such insurance policies.
6.5. The Customer shall give immediate written notice to DOW in the event of any loss, accident or damage to the Containers or arising out of or in connection with the Customer's possession or use of the Containers.
6.6. The Customer shall, on demand, supply copies of the relevant insurance policies or other insurance confirmation acceptable to DOW and proof of premium payment to DOW to confirm the insurance arrangements.
6.7. The Customer shall:
6.7.1. maintain, at its own expense, the Containers in good and substantial repair in order to keep them in as good an operating condition as they were on delivery (fair wear and tear only excepted), provided that the Customer shall not make good any damage to the Containers or replace any worn, damaged or lost parts without the prior written consent of DOW;
6.7.2. not refill or allow the refilling of Containers with any gas or any other products, save for Products supplied by DOW and shall not use or allow the use of Containers for anything other than the storage of Products;
6.7.3. make no alteration to the Containers and shall not tamper with the Containers or remove any existing component(s) from the Containers without the prior written consent of DOW;
6.7.4. at all times keep the Containers in its possession or control and keep DOW informed of their location and of all other material matters relating to the Containers;
6.7.5. not part with control of (including for the purposes of repair or maintenance), sell or offer for sale, underlet or lend the Containers or allow the creation of any mortgage, charge, lien or other security interest in respect of it;
6.7.6. not suffer or permit the Containers to be confiscated, seized or taken out of its possession or control under any distress, execution or other legal process, but if the Containers are so confiscated, seized or taken, the Customer shall notify DOW and the Customer shall at its sole expense use its best endeavours to procure an immediate release of the Containers and shall indemnify DOW on demand against all losses, costs, charges, damages and expenses incurred as a result of such confiscation;
6.7.7. ensure that at all times the Containers remain identifiable as being the property of DOW; and
6.7.8. deliver up the Containers at the end of the Contract at such address as DOW requires, or if necessary allow DOW or its representatives access to Customer's premises or procure access to any such premises where the Containers are located for the purpose of removing the Containers.
6.8. The Customer acknowledges that DOW shall not be responsible for any loss of or damage to the Containers arising out of or in connection with any negligence, misuse, mishandling of the Containers or otherwise, caused by the Customer or its officers, employees, agents and contractors, and the Customer undertakes to indemnify DOW on demand against the same, and against all losses, liabilities, claims, damages, costs or expenses of whatever nature otherwise arising out of or in connection with any failure by the Customer to comply with these Conditions.
6.9. DOW or its duly authorised representatives shall be entitled upon giving advance notice to the Customer, to enter upon any of the Customer's premises in order to inspect the Containers and/or to assess the number of Containers in the Customer's possession or control and the Customer shall grant reasonable access and facilities for such inspection.
6.10. The Customer shall pay to DOW, on demand, the replacement cost determined by DOW for any Container which is lost, destroyed or damaged whilst in the Customer's possession or control. A Container shall be deemed lost in the event that the Customer is in possession of less than the number of Containers which have been delivered to it and not returned, according to DOW's records.
6.11. If the Customer becomes subject to any of the events listed in clause 11.3, or DOW reasonably believes that any such event is about to happen and notifies the Customer accordingly, then, without limiting any other right or remedy DOW may have, DOW may at any time require the Customer to deliver up the Containers and, if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Containers are stored in order to recover them.
7.1. DOW shall ensure that each delivery of the Products is accompanied by a delivery note which shows the date of the Order, all relevant Customer and DOW reference numbers, the type and quantity of the Products (including the code number of the Products, where applicable).
7.2. DOW shall deliver the Products to the location set out in the Account Application Form, or such other location as the parties may agree in writing (provided that DOW may charge for any costs involved in changing such location) ("Delivery Location"), provided that if the Delivery Location is not specified in the Account Application Form or otherwise agreed, then the Customer shall collect the Products from DOW's premises. Where the Delivery Location is DOW's premises, delivery shall occur when DOW notifies the Customer that the Products are ready for collection. In all other instances, delivery shall occur when the Products arrive at the Delivery Location, and the Customer shall be responsible for unloading of the Products at the Delivery Location.
7.3. Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence.
7.4. If DOW fails to deliver the Products, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement Products of similar description and quality in the cheapest market available, less the price of the Products. DOW shall have no liability for any delay or failure to deliver the Products to the extent that such failure is caused by a Force Majeure Event or the Customer's failure to provide the DOW with adequate delivery instructions or any other instructions that are relevant to the supply of the Products.
7.5. If the Customer fails to take delivery of the Products within three Business Days of DOW notifying the Customer that the Products are ready, then, except where such failure or delay is caused by a Force Majeure Event or DOW's failure to comply with its obligations under the Contract:
7.5.1. delivery of the Products shall be deemed to have been completed at 9.00 am on the [third] Business Day after the day on which DOW notified the Customer that the Products were ready; and
7.5.2. DOW shall store the Products until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
7.6. If  Business Days after the day on which DOW notified the Customer that the Products were ready for delivery the Customer has not taken delivery of them, DOW may resell or otherwise dispose of part or all of the Products.
7.7. The Customer shall verify the quantity of Products delivered to it at the time of delivery and shall notify DOW of any shortfall at the time of delivery. Signature by the Customer of DOW's delivery note shall be conclusive evidence of the completion of delivery of the required quantity of Products.
8.1. DOW warrants that, in each case as at delivery:
8.1.1. the Products shall comply in all material respects (taking into account standard industry tolerances) with the Specification; and
8.1.2. the Containers are suitable for conveying and holding the relevant Products and will comply with any statutory and mandatory requirements in respect of periodic testing of such Containers.
8.2. Subject to clause 8.3, if:
8.2.1. the Products or Containers do not comply with the warranty set out in clause 8.1;
8.2.2. DOW is given a reasonable opportunity of examining such Products or Containers; and
8.2.3. the Customer (if required in writing to do so by DOW) returns such Products or Containers to DOW's place of business at the Customer's cost DOW shall, at DOW's option either:
8.2.4. repair or replace such defective Products or Containers; or
8.2.5. refund the price of such defective Products or Containers in full.
8.3. DOW shall not be liable for the failure of Products or Containers to comply with the warranty set out in clause 8.1 in any of the following events:
8.3.1. the Customer makes any further use of such Products or Containers after giving notice in accordance with clause 8.2;
8.3.2. the defect arises because the Customer failed to follow DOW's oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Products or Containers or (if there are none) good trade practice regarding the same;
8.3.3. the Customer alters or repairs such Products or Containers without the written consent of the DOW;
8.3.4. the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
8.3.5. the Products differ from the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
8.4. Except as provided in this clause 8, DOW shall have no liability to the Customer in respect of the Products' or Containers' failure to comply with the warranty set out in clause 8.1.
8.5. The terms implied by sections 13 to 15 of the Sale of Products Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
8.6. These Conditions shall apply to any repaired or replacement Products or Containers supplied by DOW.
9. Title and risk
9.1. The risk in the Products and Containers shall pass to the Customer on completion of delivery.
9.2. Title to the Products shall not pass to the Customer until DOW has received payment in full (in cash or cleared funds) for the Products.
9.3. Until title to the Products has passed to the Customer in respect of the Products, and at all times in respect of the Containers, the Customer shall:
9.3.1. hold the Products and the Containers on a fiduciary basis as DOW's bailee;
9.3.2. store the Products and Containers separately from all other products and containers held by the Customer so that they remain readily identifiable as DOW's property;
9.3.3. not remove, deface or obscure any identifying mark or packaging on or relating to the Products or Containers;
9.3.4. maintain the Products and Containers in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
9.3.5. notify DOW immediately if it becomes subject to any of the events listed in clause 11.3; and
9.3.6. give DOW such information relating to the Products and Containers as DOW may require from time to time, but the Customer may resell or use the Products in the ordinary course of its business. The Customer may not resell the Containers.
9.4. If before title to the Products passes to the Customer, the Customer becomes subject to any of the events listed in clause 11.3, or DOW reasonably believes that any such event is about to happen and notifies the Customer accordingly, then, provided that the Products have not been resold, or irrevocably incorporated into another product, and without limiting any other right or remedy DOW may have, DOW may at any time require the Customer to deliver up the Products and, if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Products are stored in order to recover them.
10. Charges and payment
10.1. DOW may, by giving notice to the Customer at any time before delivery, increase the Product Prices to reflect any increase in the cost of the Products that is due to:
10.1.1. any factor beyond DOW's control (including foreign exchange fluctuations, increases in costs where Products are supplied to DOW by third parties, increases in taxes and duties, and increases in materials and other costs of supply);
10.1.2. any request by the Customer to change the delivery date(s), quantities or types of Products ordered; or
10.1.3. any delay caused by any instructions of the Customer or failure of the Customer to give DOW adequate or accurate information or instructions.
10.2. Where fixed prices are set out in the Account Application Form, DOW may increase such Product Prices and Rental Charges and any other charges referred to in conditions 10.1 and 10.2 by notifying the Customer in advance from time to time, at any time following expiry of the Initial Term.
10.3. Unless otherwise agreed in writing between DOW and the Customer, the Rental Charges are payable by the Customer monthly in arrears in relation to each Container. DOW shall be entitled to invoice the Customer on the basis of the maximum number of Containers within the Customer's possession at any one time in each month ("Maximum Containers"). DOW shall assess the number of Maximum Containers at its sole discretion, at such time in each month as it decides, and shall be entitled to exercise its rights pursuant to Condition 6.8 in this regard. The Rental Charges in each month shall be the Rental Charge for each Container multiplied by the number of Maximum Containers. For the purposes of this calculation, DOW and the Customer agree that it is to be assumed that the Maximum Containers have been in the possession of the Customer for the entire month to which the calculation relates.
10.4. DOW may invoice the Customer for the Product Prices on or at any time after the completion of delivery in accordance with these Conditions.
10.5. Save where otherwise agreed in writing between DOW and the Customer, the Customer shall pay all invoices in full and in cleared funds by no later than the 20th day of the month following the month the invoice was dated. Payment shall be made to the bank account nominated in writing by DOW. Time of payment is of the essence.
10.6. The Product Prices and Rental Charges are exclusive of the costs and charges of packaging, insurance, transport and delivery, which shall be invoiced to the Customer in addition.
10.7. The Product Prices and Rental Charges are exclusive of amounts in respect of value added tax (VAT). The Customer shall, on receipt of a valid VAT invoice from the DOW, pay to the DOW such additional amounts in respect of VAT as are chargeable on the supply of the Products and/or the rental of Containers.
10.8. If the Customer fails to make any payment due to DOW under the Contract by the due date for payment ("Due Date"), then the Customer shall pay interest on the overdue amount at the rate of 4% per annum above Barclays Bank Plc's base rate from time to time. Such interest shall accrue on a daily basis from the Due Date until the date of actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount. DOW may also charge the Customer for any charges incurred by DOW in respect of proceedings for debt recovery costs as set out in the Late Payment of Commercial Debts (Interest) Act 1998 or any amendment to or replacement to such statutory provisions as in force from time to time.
10.9. The Customer shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Customer shall not be entitled to assert any credit, set-off or counterclaim against DOW in order to justify withholding payment of any such amount in whole or in part. DOW may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by DOW to the Customer.
11.1. Without limiting its other rights or remedies, DOW may terminate the Framework Contract or any Contract with immediate effect by giving written notice to the Customer if the Customer commits a material breach of the Framework Contract or any Contract and (if such a breach is remediable) fails to remedy that breach within 10 Business Days of that party being notified in writing of the breach.
11.2. If the Customer becomes subject to any of the events listed in clause 11.3, or DOW reasonably believes that the Customer is about to become subject to any of them and notifies the Customer accordingly, then, without limiting any other right or remedy available to it, DOW may cancel or suspend all further deliveries under the Framework Contract or each Contract or under any other contract between the Customer and DOW without incurring any liability to the Customer, and all outstanding sums in respect of Products delivered to the Customer shall become immediately due.
11.3. For the purposes of clause 11.2, the relevant events are:
11.3.1. 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) 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;
11.3.2. 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;
11.3.3. 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;
11.3.4. 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;
11.3.5. 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;
11.3.6. a floating charge holder over the Customer's assets has become entitled to appoint or has appointed an administrative receiver;
11.3.7. a person becomes entitled to appoint a receiver over the Customer's assets or a receiver is appointed over the Customer's assets;
11.3.8. 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 11.3.1 to clause 11.3.7 (inclusive);
11.3.9. the Customer suspends, threatens to suspends, ceases or threatens to cease to carry on all or substantially the whole of its business; and
11.3.10. the Customer's financial position deteriorates to such an extent that in the DOW's opinion the Customer's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
11.4. Termination of the Framework Contract or Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination. Clauses which expressly or by implication survive termination of the Framework Contract or the Contract shall continue in full force and effect.
11.5. On termination of the Framework Contract, each Contract then in force at the date of such termination shall nevertheless continue in full force and effect for the remainder of the term of such Contract, unless terminated in accordance with its terms.
12. Limitation of liability
12.1. Nothing in these Conditions shall limit or exclude the DOW's liability for:
12.1.1. death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
12.1.2. fraud or fraudulent misrepresentation;
12.1.3. breach of the terms implied by section 12 of the Sale of Products Act 1979; or
12.1.4. any matter in respect of which it would be unlawful for the DOW to exclude or restrict liability.
12.2. Subject to clause 12.1:
12.2.1. DOW shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, loss of revenue, damage to reputation or goodwill, or any indirect or consequential loss arising under or in connection with the Contract; and
12.2.2. DOW's total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed:
22.214.171.124. in respect of physical damage to the Customer's property where such damage arises from DOW's breach of Contract or negligence, a sum of £2,000,000 per claim, or series of claims arising out of the same event or circumstances; and
126.96.36.199. in respect of all other claims in relation to the Products, a sum equal to the Product Prices paid in relation to the Products to which the claim relates; and
188.8.131.52. in respect of all other claims in relation to the Containers, a sum equal to the Container Rental Charges paid in relation to the Container to which the claim relates during the preceding 2 months from the date of the claim.
13. Force majeure
DOW shall not 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 DOW'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, breakdown of plant or machinery, 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 suppliers or subcontractors.
14.1. Assignment and subcontracting. DOW may at any time assign, transfer, 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, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract without the prior written consent of DOW.
14.2. Notices. 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, recorded delivery or commercial courier. A notice or other communication shall be deemed to have been received: if delivered personally, when left at the correct address; if sent by pre-paid first class post or recorded delivery, at 9.00 am on the second Business Day after posting; or 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.
14.3. Severance. If any court or competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected. If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
14.4. Waiver. A waiver of any right or remedy under the Contract 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 preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
14.5. Third party rights. A person who is not a party to the Contract shall not have any rights under or in connection with it.
14.6. Variation. Except as set out in these Conditions, any variation to the Contract, including the introduction of any additional terms and conditions, shall only be binding when agreed in writing and signed by DOW.
14.7. Governing law and jurisdiction. The 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, English law, and the parties irrevocably submit to the exclusive
Jurisdiction of the courts of England and Wales.