1 Interpretation
1.1 In these Conditions:-
“Acknowledgement of Order” means our confirmation to you that your order has been accepted, subject to these Conditions;
“Cobots Online” “we” “us” and “our” means Cobots Online, a trading division of ALM Products Limited (CRN:02914636);
“Business Day” means a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business;
“Buyer” ”you” and “your” means the person who has ordered Goods and/or Services from Cobots Online;
“Conditions” means the terms and conditions set out below as amended from time to time in accordance with
clause 11.4;
“Contract” means the contract between the Buyer and Cobots Online for the purchase and sale of the Goods and/or Services, subject to these Conditions;
“Goods” means the goods (or any part of them) to be sold under the Contract, as set out in the Acknowledgement of Order;
“Incoterms” means the international rules for the interpretation of trade terms of the International Chamber of Commerce as in force at the date when the Contract is made;
“Intellectual Property Rights” means any patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
“Price” means the price payable under the Contract for the Goods and/or Services;
“Services” means the services supplied by Cobots Online as set out in the Service Specification;
“Service Specification” the description or specification for the Services provided in writing by Cobots Online to the Buyer;
“Specification” means any specification for the Goods including any related plans, drawings and designs, supplied to Cobots Online by the Buyer.
1.2 A reference to 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.
1.3 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.
1.4 A reference to writing or written includes emails.
2 Basis of the Contract
2.1 We shall provide the Goods and/or Services to you subject to these Conditions, which shall govern the Contract to the exclusion of any other terms and conditions that the Buyer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.2 A quotation for the Goods and/or Services given by Cobots Online shall not constitute an offer. A quotation shall only be valid for a period of 30 Business Days from its date of issue (unless otherwise specified by us).
2.3 Your order or acceptance of a quotation for Goods and/or Services shall be deemed to be an offer by you to purchase the Goods and/or Services subject to these Conditions.
2.4 No order placed by you shall be deemed to be accepted by us until a written Acknowledgement of Order is issued by us or (if earlier) we deliver the Goods to you, at which point the Contract shall come into existence.
2.5 The Buyer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Buyer that is inconsistent with these Conditions.
2.6 Cobots Online employees or agents are not authorised to make any representations concerning the Goods unless confirmed by Cobots Online in writing. By entering into the Contract you acknowledge that you do not rely on any such representations which are not so confirmed. Nothing in these Conditions shall exclude either party's liability for fraudulent misrepresentation or fraud.
2.7 Any samples, drawings or advertising produced by. Cobots Online and any descriptions of the Goods or illustrations or descriptions of the Services contained in Cobots Online catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods and/or Services referred to in them. They shall not form part of the Contract nor have any contractual force.
2.8 All of these Conditions shall apply to the supply of both Goods and Services except where application to one or the other is specified.
3 Orders and Specifications
3.1 You are responsible for ensuring the accuracy of the terms of any order placed with Cobots Online and any Specification.
3.2 No order which has been accepted by us may be cancelled by you except with our agreement in writing and on terms that you will indemnify us in full. against all loss (including loss of profit), costs, damages, charges and expenses incurred by us as a result of cancellation.
3.3 Cobots Online reserves the right to amend the Specification or the Services Specification if required by any applicable statutory or regulatory requirements.
3.4 To the extent that the Goods are to be manufactured in accordance with a Specification supplied by the Buyer, the Buyer shall indemnify Cobots Online against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by Cobots Online arising out of or in connection with any claim made against Cobots Online for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with Cobots Online’s use of such Specification. This Clause 3.4 shall survive termination of the Contract.
4 Price and Payment
4.1 The Price shall be set out in the Acknowledgement of Order.
4.2 Prices quoted are (except where expressly provided otherwise) exclusive of VAT and all other applicable taxes and levies which shall be payable in addition by the Buyer at the prevailing rate.
4.3 Separate delivery and insurance charges are payable and shall be as set out in the Acknowledgement of Order.
4.4 Cobots Online reserves the right, by giving notice to the Buyer at any time before delivery, to increase the Price to reflect:
4.4.1 any increase in the cost to us which is due to any factor beyond our control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials (including raw materials) and other manufacturing costs);
4.4.2 any request by the Buyer to change the delivery date(s), quantities or types of Goods ordered, or any Specification or Services Specification; or
4.4.3 any delay caused by any instructions of the Buyer or failure of the Buyer to give Cobots Online adequate or accurate information or instructions.
4.5 Subject to any special terms agreed in writing between the Buyer and Cobots Online, Cobots Online shall be entitled to invoice the Buyer for the Price at the following intervals:
4.5.1 In relation to Goods, the Buyer shall pay:
4.5.1.1 40% (forty percent) of the Price on our Acknowledgement of Order; and
4.5.1.2 60% (sixty percent) of the Price prior to delivery of the Goods in accordance with clause 5.
4.5.2 In relation to Services, the Buyer shall pay in accordance with the payment terms set out in the Acknowledgement of Order.
4.6 The Buyer shall pay all invoices issued by Cobots Online (less any discount to which the Buyer is entitled, but without any other deduction) immediately on receipt, and Cobots Online shall be entitled to recover the Price, notwithstanding that delivery may not have taken place and the property in the Goods has not passed to the Buyer.
4.7 Time for payment shall be of the essence and no payment shall be deemed to have been received until Cobots Online has received cleared funds.
4.8 Cobots Online shall be entitled to charge the Buyer for any expenses reasonably incurred by the individuals whom Cobots Online engages in connection with the Services including travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of service provided by third parties and required by Cobots Online for the performance of the Services, and for the cost of any materials.
4.9 Cobots Online shall be under no obligation to proceed with (and shall have no liability whatsoever in relation to) any order until the invoices issuedo:\sales\sop documents\terms & conditions of sale\cobots online terms and conditions relating to the sale of goods v2 (muckle amends) 12.04.22.docx under clauses 4.5.1 and 4.5.2 are paid in full and cleared funds.
4.10 You shall make all payments due under the Contract in full without any deduction whether by way of set- off, counterclaim, deduction, withholding or abatement or otherwise unless you have a valid court order requiring an amount equal to such deduction to be paid by us to you (except for any deduction or withholding required by law). Cobots Online may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Buyer against any amount payable by Cobots Online to the Buyer.
4.11 If the Buyer fails to make any payment due to Cobots Online under the Contract by the due date for payment, then the Buyer shall pay interest on the overdue amount at the rate of 4% per annum above Bank of England's base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Buyer shall pay the interest together with the overdue amount.
4.12 If you fail to pay us any sum due pursuant to the Contract, then all other sums which have been invoiced by us to you (whether under the Contract or otherwise) shall immediately become due and payable.
4.13 Where it is necessary for us to take legal action to recover any sums due to us under the Contract, then you will pay to us on an indemnity basis in full all costs, charges, fees (including but not limited to legal costs and court fees) and other expenses incurred by us as a result of us taking such action.
5 Delivery
5.1 The Buyer shall specify in its order whether the Goods are to be collected by the Buyer or delivered by Cobots Online.
5.2 Where the Goods are to be collected by the Buyer:
5.2.1 the Buyer shall collect the Goods from Cobots Online’s registered office address or such other location as may be agreed with the Buyer before delivery (Delivery Location) within three business days of Cobots Online notifying the Buyer that the Goods are ready; and
5.2.2 delivery of the Goods shall be completed on the completion of loading of the Goods at the Delivery Location.
5.3 Where the Goods are to be delivered by Cobots Online:
5.3.1 Cobots Online shall deliver the Goods to the location set out in the Acknowledgement of Order or such other location as the parties may agree (Delivery Location) at any time after Cobots Online notifies the Buyer that the Goods are ready; and
5.3.2 delivery of the Goods shall be completed on completion of unloading of the Goods at the Delivery Location; and
5.3.3 the Buyer is responsible for ensuring that there is an authorised person available to accept delivery on the Buyer’s behalf at the delivery address and we are entitled to assume that any person signing to accept delivery for the Goods at the delivery address is so authorised. Cobots Online shall have no liability for loss of damage to Goods resulting from their delivery to persons not authorised by you whom Cobots Online believed were so authorised.
5.4 Any dates quoted by Cobots Online in the Acknowledgement of Order or elsewhere for delivery are approximate only and we shall not be liable for any delay however caused. Time of delivery shall not be of the essence of the Contract.
5.5 Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and delay in delivering, failure to deliver or any alleged defect or claim by you in respect of any one or more instalments shall not entitle you to treat the Contract as a whole as repudiated.
5.6 If we fail to deliver the Goods our liability shall be limited to reimbursement of the Price paid by you for such Goods. Cobots Online shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by an event outside of Cobots Online control, the Buyer’s fault or the Buyer’s failure to provide Cobots Online with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
5.7 If for any reason you fail to take or accept delivery of any of the Goods when they are ready for delivery, or we are unable to deliver the Goods on time because you have not provided appropriate instructions, documents, licences or authorisations then, except where such failure or delay is caused by an event outside of your reasonable control or by our failure to comply with our obligations under the Contract in respect of the Goods:
5.7.1 risk in the Goods shall pass to you;
5.7.2 the Goods shall be deemed to have been delivered; and
5.7.3 we may store the Goods until actual delivery takes place, whereupon you shall be liable for all related costs and expenses (including, without limitation, storage and insurance).
5.8 If 10 Business Days after the day on which we notified you that the Goods were ready for delivery you have not taken or accepted delivery of the Goods, we may resell or otherwise dispose of part or all of the Goods and, after deducting reasonably storage and selling costs, account to you for any excess over the Price or charge you for any shortfall below the Price.
5.9 You shall inspect the Goods on delivery and notify us of any shortages within 10 Business Days of delivery. We shall not be liable to replace any Goods or to make up any delivery shortages not notified to us within this timescale.
6 Risk and Property
6.1 Where the Goods are to be delivered by Cobots Online, the risk in the Goods shall pass to the Buyer when they are despatched by us for delivery and it is the Buyer’s responsibility to insure the Goods from the time that they are despatched by us for delivery by post or despatched by us to a carrier.
6.2 Where the Goods are collected by the Buyer, the risk in the Goods shall pass to the Buyer on completion of delivery.
6.3 Title to the Goods shall not pass to the Buyer until we have received payment in full (in cash or cleared funds) of all sums due to us in respect of:
6.3.1 the Goods; and
6.3.2 all other sums which are or which become due to us from you on any account.
6.4 Until ownership of the Goods has passed to you, you shall:
6.4.1 hold the Goods on a fiduciary basis as our bailee;
6.4.2 store the Goods (at no cost to us) separately from all of your other goods or those of any third party in such a way that they remain readily identifiable as our property;
6.4.3 not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods;
6.4.4 maintain the Goods in satisfactory condition and keep them insured on our behalf for their full price against all risks for their full price to our reasonable satisfaction. On request you shall produce the policy of insurance to us; and
6.4.5 give us such information relating to the Goods and your financial position as we may require from time to time.
6.5 You may resell the Goods before ownership has passed to you solely on the following conditions:
6.5.1 any sales shall be effected in the ordinary course of your business at full market value;
6.5.2 any such sale shall be a sale of our property on your own behalf and you shall deal as principal (and not as our agent) when making such a sale; and
6.5.3 title to the Goods shall pass from Cobots Online to you immediately before the time at which you resell the Goods.
6.6 Before ownership of the Goods has passed to you, your right to possession of the Goods shall terminate immediately if:
6.6.1 you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within ten Business Days of being notified to do so by Cobots Online;
6.6.2 you have a bankruptcy order made against you or make an arrangement or composition with your creditors, or otherwise take the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convene a meeting of creditors (whether formal or informal), or enter into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or have a receiver and/or manager, administrator or administrative receiver appointed of your undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of you or notice of intention to appoint an administrator is given by you or your directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for your winding up or for the granting of an administration order in respect of you, or any proceedings are commenced relating to your insolvency or possible insolvency; or
6.6.3 you suffer or allow any execution, whether legal or equitable, to be levied on your property or obtained against you, or fail to observe or perform any of your obligations under the Contract or any other contract between us and you, or you are unable to pay your debts within the meaning of section 123 of the Insolvency Act 1986 or you cease to trade;
6.6.4 you encumber or in any way charge any of the Goods; or
6.6.5 your financial position deteriorates so far as to reasonably justify the opinion that your ability to give effect to the terms of the Contract is in jeopardy.
6.7 If, before ownership of the Goods passes to the Buyer, the Buyer becomes subject to any of the events listed in clause 6.6 then the Buyer’s right to resell the Goods or use them in the ordinary course of its business ceases immediately and the Buyer shall deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product.
6.8 Without limiting Cobots Online other rights or remedies, Cobots Online may suspend the provision of Goods under the Contract or any other contract between the Buyer and Cobots Online if the Buyer becomes subject to any of the events listed in clause 6.6 or Cobots Online believes that the Buyer is about to become subject to any of them, or if the Buyer fails to pay any amount due under the Contract on the due date for payment.
6.9 Without limiting its other rights or remedies, Cobots Online may terminate the Contract with immediate effect by giving written notice to the Buyer if the Buyer fails to pay any amount due under the Contract on the due date for payment.
6.10 On termination of the Contract for any reason the Buyer shall immediately pay Cobots Online all of Cobots Online outstanding unpaid invoices and interest. Cobots Online shall be entitled to recover payment from the Buyer for the Goods notwithstanding that ownership of any of the Goods has not passed from Cobots Online to the Buyer.
6.11 Termination of the Contract shall not affect any of the parties' rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of this Contract that existed at or before the date of termination.
6.12 You grant us, our agents and employees an irrevocable licence at all times to enter any premises where the Goods are or may be stored in order to inspect them, or where your right to possession has terminated, to recover them.
6.13 Where we are unable to determine whether any goods are the Goods in respect of which your right to possession has terminated, you shall be deemed to have sold all Goods in the order in which they were invoiced to you.
6.14 Any provision of the Contract that expressly or by implication is intended to continue in force on or after termination shall remain in full force and effect.
7 Services
7.1 Cobots Online shall supply the Services to the Buyer in accordance with the Service Specification in all material respects.
7.2 Cobots Online shall use reasonable endeavours to meet any performance dates for the Services specified in the Acknowledgment of Order, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
7.3 Cobots Online reserves the rights to amend the Service Specification if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not material affect the nature or quality of the Services, and Cobots Online shall notify the Buyer in any such event.
7.4 The Buyer shall:
7.4.1 cooperate with Cobots Online in all matters relating to the Services;
7.4.2 provide Cobots Online, its employees, agents, consultants and subcontractors, with access to the Buyer’s premises and facilities as reasonably required by Cobots Online to provide the Services;
7.4.3 provide Cobots Online with such information, equipment and materials as Cobots Online may reasonably required in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
7.4.4 prepare the Buyer’s premises for the supply of the Services; and
7.4.5 comply with any additional obligations as set out in the Service Specification.
7.5 If Cobot Online's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Buyer or failure by the Buyer to perform any relevant obligation (Buyer Default):
7.5.1 without limiting or affecting any other right or remedy available to it, Cobots Online shall have the right to suspend performance of the Services until the Buyer remedies the Buyer Default, and to rely on the Buyer Default to relieve it from the performance of any of its obligations in each case to the extent the Buyer Default prevents or delays Cobots Online’s performance of any of its obligations;
7.5.2 Cobots Online shall not be liable for any costs or losses sustained or incurred by the Buyer arising directly or indirectly from Cobots Online’s failure or delay to perform any of its obligations as set out in this Clause 7.5; and
7.5.3 the Buyer shall reimburse Cobots Online on written demand for any costs or losses sustained or incurred by Cobots Online arising directly or indirectly from the Buyer Default.
8 Intellectual Property Rights
8.1 All Intellectual Property Rights in or arising out of or in connection with the performance by Cobots Online of its obligations under the Contract shall be owned by Cobots Online.
8.2 Where we supply Goods manufactured in accordance with a Specification provided by you, you warrant that such Specification or the performance by us of our obligations under the Contract shall not infringe the Intellectual Property Rights of any third party.
8.3 The Buyer indemnifies Cobots Online against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by Cobots Online arising out of or in connection with any claim made against Cobots Online for actual or alleged infringement of a third party's Intellectual Property Rights or moral rights arising out of or in connection with the use of the Buyer’s Specification in accordance with the terms of this Contract.
9 Warranties and Liability
9.1 Subject to clause 9.3, Cobots Online warrants that on delivery all Goods will be free from defects in materials and workmanship for a period of 6 months from delivery.
9.2 Cobots Online warrants to the Buyer that the Services will be provided using reasonable care and skill.
9.3 Cobots Online shall not be liable for the Goods’ failure to comply with this warranty in any of the following circumstances:-
9.3.1 if any defect arises from fair wear and tear, wilful damage, negligence, abnormal storage or working conditions, failure to follow Cobots Online oral or written instructions, incorrect installation, misuse or alteration or repair of the Goods without Cobots Online consent;
9.3.2 the defect arises from parts, materials, equipment or goods not manufactured by us, in respect of which you will only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer of such parts, materials, equipment or goods to us;
9.3.3 the defect arises from use of the Goods for purposes for which the Goods are not intended, or from use of the Goods in conditions or environments which Cobots Online has indicated in its instructions, Maintenance Instructions or otherwise (which shall include any references in brochures or promotional materials for the Goods) are unsuitable for the Goods;
9.3.4 the defect arises as a result of Cobots Online following any drawing, design or Specification supplied by the Buyer; and/or
9.3.5 the Buyer makes any further use of the Goods after giving notice in accordance with clause 9.5.
9.4 Except as expressly provided in this clause 9, Cobots Online shall have no liability to the Buyer in respect of the Goods’ failure to comply with the warranty set out in clause 9.1.
9.5 Any claim by you which is based on any defect in the quality or condition of the Goods or their failure to correspond with any Specification shall (whether or not delivery is refused) be notified to us within seven days of delivery or the date when delivery was rendered or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery that some or all of the Goods do not comply with the warranty set out in clause 9.1.
9.6 Where any valid claim in respect of any of the Goods which is based on any defect in the quality or condition of the Goods or their failure to correspond with any Specification is notified in accordance with clause 9.5, we shall be entitled to correct any defect by, at our option, repairing or replacing any of the Goods which are defective or accepting their return for appropriate credit but Cobots Online shall have no further liability to the Buyer. Cobots Online obligation under this clause is, without limitation, conditional upon the Buyer furnishing satisfactory evidence that the Goods alleged to be defective have been properly installed and maintained according to the manufacturer’s instructions or any Cobots Online instructions. We reserve the right to examine the Goods and request proof of the installation date prior to accepting claims under this clause.
9.7 These Conditions shall apply to any repaired or replacement Goods supplied by Cobots Online.
9.8 Cobots Online shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of its obligations in relation to the Goods or Services, if the delay or failure was due to any circumstance(s) beyond Cobots Online reasonable control. The time for performance of such obligations shall be extended accordingly.
9.9 Nothing in these Conditions excludes or limits our liability for:
9.9.1 death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors (as applicable);
9.9.2 fraud or fraudulent misrepresentation;
9.9.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);
9.9.4 defective products under the Consumer Protection Act 1987; or
9.9.5 any other matter in respect of which it would be unlawful for us to exclude or restrict our liability.
9.10 Subject to clause 9.9:
9.10.1 Cobots Online shall under no circumstances whatsoever be liable to the Buyer, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution or otherwise, for any:
9.10.1.1 loss of profit;
9.10.1.2 loss of sales or business;
9.10.1.3 loss of agreements or contracts;
9.10.1.4 loss of anticipated savings;
9.10.1.5 loss of or corruption of software, data or information;
9.10.1.6 loss of or damage to goodwill; or
9.10.1.7 indirect or consequential loss.
9.10.2 Subject to clause 9.9, Cobots Online total aggregate liability to the Buyer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution or otherwise, shall in no circumstances exceed the Price.
9.11 Cobots Online shall not be liable to the Buyer under the warranty included in clause 9.1 or otherwise under the Contract where a defect in the Goods or any other liability arises directly or indirectly out of any Specification supplied by the Buyer.
10 Export Terms
10.1 Unless the context otherwise requires, any term or expression which is defined in or given a particular meaning by provisions of Incoterms shall have the same meaning in these Conditions, but if there is any conflict between the provisions of Incoterms and these Conditions, the latter s hall prevail.
10.2 Where the Goods are supplied for export from the United Kingdom, the provisions of this Condition shall (subject to any special terms agreed in writing) apply notwithstanding any other provision of these Conditions.
10.3 The Buyer shall be responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination and for the payment of any duties on them.
10.4 Cobots Online shall be under no obligation to give notice under Section 32(3) of the Sale of Goods Act 1979.
11 General
11.1 The failure to exercise or delay in exercising a right or remedy provided by the Contract or by law does not constitute a waiver of other rights or remedies. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
11.2 If any provision of the Contract or these Conditions is held by any court or other competent authority to be invalid, illegal, void or unenforceable in whole or part, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
11.3 Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, or email. A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address specified by the relevant party; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by email, 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.
11.4 No variation to the terms of the Contract and/or these Conditions shall be binding unless agreed in writing between authorised representatives of the Buyer and Cobots Online.
11.5 No term of the Contract shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a third party.
11.6 You shall not assign, transfer, charge or deal in any other manner with the Contract or any of your rights under it, or purport to do any of the same. Cobots Online may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
11.7 Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.
11.8 The Contract constitutes the entire agreement between the parties. Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
11.9 The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in all respects in accordance with the laws of England.
11.10 Each party irrevocably agrees to submit to the exclusive jurisdiction of the English Courts to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation