E-Commerce Terms & Conditions

Unipart Rail Limited – Standard Conditions of Contract for The Supply of Goods (Online Trading)

Unipart Rail Limited
Standard Conditions of Contract for The Supply of Goods (Online Trading)
Unipart Rail Limited Version No: 1.0
Document Owner: Ben Thornton
Date Published: 8 July 2020

1. INTERPRETATION

1.1 Definitions. In these Conditions, the following definitions apply:

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 16.8.
Contract: the contract between Unipart Rail and the Customer for the sale and purchase of the Goods in accordance with these Conditions.
Customer: the person or firm who purchases the Goods from Unipart Rail.
Force Majeure Event: has the meaning given in clause 16.
Goods: the goods (or any part of them) set out in the Order.
IPR: all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
Order: the Customer’s order for the Goods via Unipart Rail’s website.
Specification: any description or specification for the Goods, including any related plans and drawings that are provided in the product listing found in the description of the relevant Goods on the website or requested by the Customer and agreed in writing by the Customer and Unipart Rail.
Unipart Rail: Unipart Rail Limited incorporated and registered in England and Wales with company number 3038418 whose registered office is at Unipart House, Garsington Road, Cowley, Oxford OX4 2PG.

1.2 Construction. In these Conditions, the following rules apply:

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.
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.
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 e-mails.
The Customer is entitled to print a copy of these Conditions or save them for future reference.

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 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is entitled to check and amend any errors before submitting the Order. The Customer is responsible for ensuring that the terms of the Order are complete and accurate.

2.3 After the Customer has placed an Order, it will receive an email from Unipart Rail acknowledging that the Order has been received. The Order shall only be deemed to be accepted when Unipart Rail begins to perform the Contract, at which point the Contract shall come into existence.

2.4 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 Unipart Rail which is not set out in the Contract.

2.5 Any samples, drawings, descriptive matter, images or advertising produced by Unipart Rail and any descriptions or illustrations contained in Unipart Rail’s catalogues, brochures or website are produced for the sole purpose of giving an approximate idea of the Goods described in them and any associated packaging. They shall not form part of the Contract nor have any contractual force.

2.6 If Unipart Rail is unable to supply the Customer with the Goods for any reason, Unipart Rail will inform the Customer of this by email and will not process the Customer’s Order. If the Customer has already paid for the Goods, Unipart Rail will refund the Customer the full amount including any delivery costs charged as soon as possible.

3. GOODS

3.1 The Goods are described in the Specification.

3.2 Unipart Rail reserves the right to amend the contents of its website and any applicable Specification if required by any applicable statutory or regulatory requirements.

4. DELIVERY OF GOODS

4.1 Unipart Rail shall ensure that:

each delivery of the Goods is accompanied by a delivery manifest which shows details to include, the date, Order number, the type and quantity of the Goods and special storage instructions (if any); and
if Unipart Rail requires the Customer to return any packaging materials to Unipart Rail, that fact is clearly stated on the delivery note provided that pallets, collars, stillages, cradles and other specialist equipment shall at all times remain the property of Unipart Rail. The Customer shall make any such packaging materials available for collection at such times as Unipart Rail shall reasonably request. Returns of packaging materials shall be at Unipart Rail’s expense. Failure by the Customer to make such packaging materials available for collection in accordance with this clause shall entitle Unipart Rail to levy a reasonable charge on the Customer in respect of the cost of Unipart Rail having to purchase replacement materials.

4.2 Unipart Rail shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after the Goods are ready.

4.3 Delivery of the Goods shall be completed on the Goods’ arrival at the Delivery Location. The Customer shall be responsible for the offloading of all deliveries from delivery vehicles.

4.4 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. Unipart Rail 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 Unipart Rail with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

4.5 If the Customer fails to take delivery of the Goods on their arrival at the Delivery Location, then, except where such failure is caused by a Force Majeure Event or Unipart Rail’s failure to comply with its obligations under the Contract:

delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day after the day on which Unipart Rail notified the Customer that the Goods were ready; and
Unipart Rail shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).

4.6 If 10 Business Days after the day on which Unipart Rail notified the Customer that the Goods were ready for delivery the Customer has not taken delivery of them, Unipart Rail may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods.

4.7 Unipart Rail may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate Contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other installment.

4.8 Unipart Rail may, by giving notice to the Customer at any time before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:

any factor beyond Unipart Rail’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
any delay caused by any instructions of the Customer or failure of the Customer to give Unipart Rail adequate or accurate information or instructions.

5. QUALITY OF GOODS

5.1 Unipart Rail warrants that on delivery the Goods shall conform in all material respects with the Specification.

5.2 Subject to Clause 5.3, if:

the Customer gives Unipart Rail notice in writing within a reasonable time of discovery that some or all of the Goods do not comply with clause 5.1;
Unipart Rail is given a reasonable opportunity of examining the Goods; and
if Unipart Rail asks the Customer to do so, the Customer returns the Goods to Unipart Rail at the Customer’s cost,

Unipart Rail will, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.

5.3 Unipart Rail shall not be liable for Goods’ failure to comply with the warranty set out in clause 5.1 in any of the following events:

the Customer makes any further use of such Goods after giving notice in accordance with clause 5.2;
the defect arises because the Customer failed to follow Unipart Rail’s oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;
the defect arises as a result of Unipart Rail following any drawing, design or Specification supplied by the Customer or where the Specification is inadequate;
the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions;
the defect arises as a result of the failure of another Good.

5.2 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.

5.3 These Conditions shall apply to any replacement Goods supplied by Unipart Rail.

6. TITLE AND RISK

6.1 The risk in the Goods shall pass to the Customer on completion of delivery.

6.2 Title to the Goods shall not pass to the Customer until Unipart Rail has received payment in full (in cash or cleared funds) for:

the Goods; and
any other goods or services that Unipart Rail has supplied to the Customer.

6.3 Until title to the Goods has passed to the Customer, the Customer shall:

hold the Goods in a fiduciary capacity on trust for Unipart Rail;
store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as Unipart Rail’s property;
permit and facilitate Unipart Rail at any time to enter any premises of the Customer or of any third party where the Goods are stored in order to inspect them;
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 and on request allow Unipart Rail to inspect the insurance policy;
notify Unipart Rail immediately if it becomes subject to any of the events listed in clause 8.2; and
give Unipart Rail such information relating to the Goods as Unipart Rail may require from time to time.

6.4 If the Customer becomes subject to any of the events listed in clause 8.2, or Unipart Rail reasonably believes that any such event is about to happen and notifies the Customer accordingly, then, provided that title to the Goods has not passed to the Customer and that the Goods have not been resold, or irrevocably incorporated into another product, and without limiting any other right or remedy Unipart Rail may have, Unipart Rail may at any time require the Customer to deliver up the Goods 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.

7. PRICE AND PAYMENT

7.1 The price of the Goods shall be the price set out on Unipart Rail’s website at the time the Customer submits its order. Prices for the Goods may change from time to time, but changes will not affect any Order already placed.

7.2 Unless otherwise expressly stated in Unipart Rail’s written acceptance of the Order, for all deliveries to the UK mainland, the price of the Goods is inclusive of the costs and charges of packaging and insurance. The price of the Goods does not include delivery charges. Unipart Rail’s delivery charges are as advised to the Customer during the check-out process, before the Customer confirms its order.

7.3 The price of the Goods are exclusive of amounts in respect of value added tax (VAT).

7.4 Payment is to be made via debit or credit card at the time of placing the Order or (if applicable) in accordance with any existing payment terms agreed between the parties. Time of payment is of the essence.

7.5 Payment for the Goods and all applicable delivery charges is in advance.

7.6 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 Unipart Rail in order to justify withholding payment of any such amount in whole or in part. Unipart Rail may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer under the Contract or under any other agreement with the Customer against any amount payable by Unipart Rail to the Customer.

7.7 If the Customer fails to make any payment due to Unipart Rail under the Contract by the due date for payment (due date), then, without limiting Unipart Rail’s other rights or remedies:

the Customer shall pay interest on the overdue amount at the rate provided for by the Late Payment of Commercial Debts (Interest) Act 1998. 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 and the Customer shall pay the interest together with the overdue amount; and/or
Unipart Rail may suspend the performance of any or all of its obligations under the Contract.

8. INSOLVENCY INCAPACITY AND TERMINATION

8.1 If the Customer becomes subject to any of the events listed in clause 8.2 or Unipart Rail 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 Unipart Rail, Unipart Rail may cancel or suspend all further deliveries under the Contract or under any other contract between the Customer and Unipart Rail without incurring any liability to the Customer, and all outstanding sums in respect of Goods delivered provided to the Customer shall become immediately due.

8.2 For the purposes of clause 8.1 the relevant events are:

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;
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 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;
(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) a floating charge holder 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;
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 8.2(a) to clause 8.2(h) (inclusive);
the Customer suspends, threatens to suspends, ceases or threatens to cease to carry on all or substantially the whole of its business;
the Customer’s financial position deteriorates to such an extent that in Unipart Rail’s opinion the Customer’s capability to adequately fulfil 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.

8.3 Without limiting its other rights or remedies, Unipart Rail may terminate the Contract with immediate effect by giving written notice to the Customer if:

the Customer commits a material breach of the Contract and (if such a breach is remediable) fails to remedy that breach within 7 days of being notified in writing of the breach;
the Customer becomes subject to any of the events listed in clause 8.2.

8.4 Without limiting its other rights or remedies, Unipart Rail may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Contract on the due date for payment.

8.5 On termination of the Contract for any reason:

the Customer shall immediately pay to Unipart Rail all of Unipart Rail’s outstanding unpaid invoices and interest;
at Unipart Rail’s option, the Customer shall be obliged to make full payment for or to make available for collection within five (5) days any and/or all Goods which have been delivered but not paid for;
the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and
clauses which expressly or by implication have effect after termination shall continue in full force and effect.

9. LIMITATION OF LIABILITY

9.1 Nothing in these Conditions shall limit or exclude Unipart Rail’s liability 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 Unipart Rail to exclude or restrict liability.

9.2 Subject to clause 9.1:

Unipart Rail 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, or any indirect or consequential loss arising under or in connection with the Contract; and
Unipart Rail’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 100% of the price of the Goods.

9.3 Unipart Rail only supplies the Goods for internal use by the Customer’s business, and the Customer shall not to use the Goods for any resale purposes.

10. INDEMNITY

10.1 The Customer shall indemnify and keep indemnified Unipart Rail against all and any claims, liabilities, costs, expenses, damages and losses howsoever arising (including any direct, indirect or consequential losses and all interest, penalties and legal and other reasonable professional costs and expenses) arising from:

injury (including death) to any persons and any loss and/or damage as a result of any act, default or negligence by the Customer or its employees, agents and sub-contractors with respect to the use or handling of the Goods including any related damages, proceedings, costs and expenses; and
any breach by the Customer of the Contract.

11. CONFIDENTIAL INFORMATION

11.1 A party (receiving party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes, prices, costs or initiatives which are disclosed to the receiving party by the other party (disclosing party), its employees, agents or subcontractors, and any other confidential information concerning the disclosing party’s business, its products or its services which the receiving party may obtain. The receiving party shall only disclose such confidential information to those of its employees, agents or subcontractors who need to know the same for the purpose of discharging the receiving party’s obligations under the Contract, and shall ensure that such employees, agents or subcontractors shall keep such information confidential.

11.2 The Customer shall not disclose the existence and terms of this agreement, nor shall it make any disclosure of its commercial relationship with Unipart Rail without the prior written consent of Unipart Rail.

12. INTELLECTUAL PROPERTY

12.1 In respect of the Goods, Unipart Rail grants to the Customer a revocable, non-exclusive, non-transferable licence to use Unipart Rail’s IPRs only to the extent necessary and then solely for the purpose of using and operating the Goods.

12.2 The Customer shall not without the prior written consent of Unipart Rail use any of Unipart Rail’s IPRs other than for reasonable and proper purposes in connection with the provision of Goods under the Contract.

12.3 The licence in clause 12.1 is without any warranty or obligation on Unipart Rail’s part in respect of the validity of the IPRs or the non-infringement of the rights of any other person.

12.4 The Customer will not do anything or act in any way that is or may be inconsistent with or prejudicial to Unipart Rail’s ownership of its IPRs.

12.5 The Customer hereby grants Unipart Rail an irrevocable royalty free licence (with the power to grant sub-licences on the same terms) to use all Customer’s IPRs in connection with Goods provided under the Contract (including all designs drawings, software, specifications and other documents in respect of those Goods) for all reasonable and proper purposes in connection with the Contract.

12.6 Except as expressly provided herein, nothing in the Contract shall grant or be deemed to grant to either party any right, title or interest in the other party’s IPR and except as expressly stated in the Contract, neither party shall have any right to use the other party’s trade marks, service marks or logos without the prior written consent of the other party.

13. FORCE MAJEURE

Neither 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, failure or paralysis of banking systems, 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. CORRUPTION

14.1 The Customer shall:

comply with all applicable laws, statutes, regulations, and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010, as amended (Relevant Requirements);
not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK;
have and shall maintain in place its own policies and procedures, including but not limited to adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements and clause 14.1(b) and will enforce them where appropriate;
promptly report to Unipart Rail any request or demand for any undue financial or other advantage of any kind received by the Customer in connection with the performance of the Contract.

14.2 The Customer shall ensure that any person associated with the Customer who benefits directly or indirectly from the Contract does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on the Customer in this clause 14 (Relevant Terms). The Customer shall be responsible for the observance and performance by such persons of the Relevant Terms, and shall be directly liable to Unipart Rail for any breach by such persons of any of the Relevant Terms.

14.3 Breach of this clause 14 shall be deemed a material breach of this agreement.

14.4 For the purpose of this clause 14, the meaning of adequate procedures and foreign public official and whether a person is associated with another person shall be determined in accordance with section 7(2) of the Bribery Act 2010 (and any guidance issued under section 9 of that Act), sections 6(5) and 6(6) of that Act and section 8 of that Act respectively.

15. DISPUTES AND MEDIATION

15.1 Before resorting to litigation, the parties shall attempt to negotiate a settlement to any dispute between them arising out of or in connection with this Contract.

15.2 If the parties are unable to resolve the dispute, either party may, at any time, refer the dispute to mediation by a neutral advisor or mediator (“the Mediator”). If the parties are unable to agree on a Mediator within 7 days of the request by one party to refer the dispute to mediation, they shall apply to the Centre for Dispute Resolution (“CEDR”) to appoint a Mediator. The parties shall seek to agree directions as to how the mediation is to be conducted and, failing agreement, they shall seek and adhere to directions from the Mediator.

15.3 If the parties reach agreement on the resolution of their dispute the agreement shall be reduced to writing and shall be binding.

16. GENERAL

16.1 Assignment and subcontracting.

Unipart Rail 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 Unipart Rail.

16.2 Notices.

Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed (i) in the case of Unipart Rail to FAO Legal Counsel, Unipart Rail Limited, Jupiter Building, First Point, Balby Carr Bank, Doncaster, DN4 5JQ; and (ii) in the case of the Customer to its registered office (if it is a company) or its principal place of business (in any other case) or such other address as the Customer may have specified to Unipart Rail in writing in accordance with this clause, and shall be delivered personally, sent by recorded delivery or commercial courier or fax.
A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 19.2(a); if sent by pre-paid first class post or recorded delivery, 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 or, if sent by fax, one Business Day after transmission.
The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

16.3 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.

16.4 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.

16.5 Minor errors. A minor or administrative error by Unipart Rail shall not be a breach of the Contract and if the Customer is aware of such an error it shall forthwith notify Unipart Rail which shall use its reasonable endeavours to rectify the error.

16.6 Data protection. The parties shall at all times comply with the provisions and obligations imposed by the Data Protection Act 1998 in storing and processing personal data.

16.7 Third party rights. A person who is not a party to the Contract shall not have any rights under or in connection with it.

16.8 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 Unipart Rail. Unipart Rail shall be entitled to make any updates or amendments to these Conditions from time to time.

16.9 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 non-exclusive jurisdiction of the courts of England and Wales. Notwithstanding the foregoing, the Customer shall not be entitled to bring any proceedings, disputes or claims against Unipart Rail in any jurisdiction other than the jurisdiction of the courts of England and Wales.

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All T&RS

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All Fasteners

All Sale Items