1.1 In these conditions, the following words and phrases shall have the following meanings: -
"Bespoke Goods" - means any Goods which are 'non-standard' Materials or Equipment which are produced to meet the Customer's specific requirements;
"Business Day" - means any day on which the clearing banks in the city of London are open for business;
"Contract" - means the contract (subject to these conditions) for the sale and purchase of Goods and for the provision of the Services (as the case may be);
"Customer" - means the person or company specified in the Quotation;
"Delivery" - has that meaning attributed to it by clause 8.1 below and a reference to "Delivered" or "Deliveries" shall be construed accordingly;
"Delivery Location" or "Job Site" - means the location(s) specified in the Quotation as being the place to which the Goods are to be Delivered and (where applicable) installed;
"Dalesauna" - means Dalesauna Limited (Company Number 0940173) whose registered office is at Crown Chambers, Princes Street, Harrogate, North Yorkshire, HG1 1NJ;
"Equipment" - means the equipment specified in the Quotation;
"Goods" - means the Equipment and/or Materials;
"Installation Services" - means the installation and commissioning of the Goods at the Job Site;
"Materials" - means the materials specified in the Quotation;
"Price" - means the price, payable by the Customer to Dalesauna calculated in accordance with clause 5 of these conditions;
"Quotation" - means the quotation on the first page of this document comprising details of the Customer, Delivery, Delivery Location, Goods, Services and Price;
"Services" - means the Installation Services specified in the Quotation;
"VAT" - means value added tax chargeable under English law for the time being and any similar additional tax.
1.2 The headings in these conditions are for convenience only and shall not affect their interpretation.
2. APPLICATION OF CONDITIONS
2.1 Unless otherwise expressly agreed in writing by a director of Dalesauna, any Contract shall be subject to these conditions. These conditions shall apply to the exclusion of all other terms and conditions offered on behalf of the Customer.
2.2 These conditions apply to all Dalesauna's sales and any variation to these conditions and any representations about the Goods shall have no effect unless expressly agreed in writing and signed by a director of Dalesauna. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of Dalesauna which is not set out in the Contract. Nothing in this clause shall exclude or limit Dalesauna's liability for fraudulent misrepresentation.
3 ACCEPTANCE / CANCELLATION
3.1 Any Quotation is valid for a period of twenty (20) Business Days only from its date, provided that Dalesauna has not previously withdrawn it. Each order placed by a Customer, or acceptance by the Customer of a Quotation given by Dalesauna for the supply of specified Goods and Services, shall be deemed to be an offer by the Customer to buy the Goods and Services subject to these conditions.
3.2 No Quotation submitted by Dalesauna shall be deemed to have been accepted by the Customer unless and until confirmed in writing by an authorised representative of the Customer.
3.3 Any Quotation is given on the basis that no Contract shall come into existence until Dalesauna despatches an acknowledgement of order to the Customer.
3.4 Save as otherwise provided, the Customer shall have no contractual right to cancel the Contract or to return Goods delivered under it. If, nevertheless, Dalesauna accepts such a cancellation, it will (without prejudice to its other rights and remedies, including (but not limited to) its right to claim full compensation for any liability to its own suppliers, and subject to clause 3.6) charge a sum equal to thirty percent (30%) of the Price of the Goods in question as a cancellation charge to cover all of the costs, expenses and other liabilities incurred by Dalesauna, including (without limitation) the internal staff and other administrative costs of dealing with the Customer's order together with any costs of collection and storage of the Goods.
3.5 If Dalesauna agrees to accept the return of the Goods such acceptance is conditional on the Goods being found on return to be in perfect (and resalable) condition.
3.6 Bespoke Goods will not be returnable and must be paid for in full.
3.7 Any acceptance by Dalesauna of a Customer's cancellation to the Contract shall be valid only if recorded in writing signed by a director of Dalesauna. Upon any unauthorised cancellation of the Contract, the Customer shall pay to Dalesauna on an indemnity basis an amount equal to the loss (including loss of profit), costs (including the cost of labour and materials used), damages, charges and expenses incurred by Dalesauna in connection with the Contract.
4.1 The quantity and description of the Goods shall be as set out in Dalesauna's quotation or acknowledgement of order.
4.2 All samples, drawings, descriptive matter, specifications and advertising issued by Dalesauna and any descriptions or illustrations contained in Dalesauna's catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract and this is not a sale by sample.
5.1 Subject to clause 5.2 below, the Price payable for the Goods and Services, is the Price specified in the Quotation. VAT shall be payable in addition to the Price. Any reference to the payment of 'the Price' or to a part of the Price shall be deemed to include an obligation to pay the VAT applicable to the relevant amount.
5.2 Where, between the date of the Quotation and the date of delivery, the cost to Dalesauna of any Materials and/or Equipment to be supplied under the Contract is increased, Dalesauna shall be entitled to increase the Price by no more than the amount of such increase. If the resulting increase is greater than ten per cent (10%) of the total Price, Dalesauna shall give the Customer notice of the increase in writing and the Customer shall be entitled by counter-notice given within five (5) Business Days of such notice to cancel the Contract, without further liability.
6. CREDIT TERMS
6.1 The Customer may make an application to Dalesauna for credit facilities in the form of a 'Credit Account'.
6.2 When assessing whether or not to grant a Credit Account to the Customer, Dalesauna shall request from the Customer certain information, which may include (without limitation); a company name, registered office address and registration number; business proprietors or directors name and address; an individuals name and address and such other information as Dalesauna may in their absolute discretion think appropriate ("Personal Data").
6.3 Once granted, any extension of credit to the Customer in the form of a Credit Account may be changed or withdrawn at any time by Dalesauna. The level of the Credit Account shall be determined at the absolute discretion of Dalesauna.
6.4 Any Personal Data may be disclosed by Dalesauna to any credit checking agency or business for the purpose of making a decision as to whether or not to extend credit facilities to the Customer. By making an application for a Credit Account, the Customer consents to the disclosure of the Personal Data for this permitted purpose.
6.5 Dalesauna may utilise the Personal Data to contact the Customer by e-mail, telephone or in writing for the purpose of communicating details of its Goods and Services. If the Customer wishes to "opt-out" of receiving such communications it must do so by contacting a director of Dalesauna in writing.
7. PAYMENT TERMS
7.1 Where the Customer does not have a Credit Account with Dalesauna, payment of the Price by the Customer, shall be as follows:
7.1.1 Where the Price of the Goods is equal to or less than one thousand pounds (£1000.00), or the Goods are in-stock or have already been manufactured, the Price shall be paid in full by the Customer to Dalesauna in cleared funds prior to Delivery
7.1.2 Where the Contract includes the supply of Bespoke Goods , or where the Price payable for the Goods exceeds one thousand (£1000.00):
30% of the Price shall be paid on entry into the Contract (by way of deposit); and
where Goods are to be installed,
220.127.116.11.1 50% of the Price shall be paid upon commencement of the installation process (if applicable); and
18.104.22.168.2 20% of the Price shall be paid prior to 'live' commissioning; and
where Goods are to be Delivered only (and not installed), 70% of the Price shall be payable on Delivery.
7.2 If the Price exceeds the level of credit available to the Customer, the amount by which the level of credit is so exceeded shall be paid in cleared funds on entry into the Contract. (in addition to the amount payable under clause 22.214.171.124 (if applicable)).
7.3 If the Customer does have a Credit Account with Dalesauna, the Customer will be invoiced on Delivery of the Goods or (if later) on 'live' commissioning of the Installation (as the case may be). PAYMENT IS STRICTLY THIRTY (30) DAYS FROM THE DATE OF INVOICE.
7.4 Time for payment of any amount due either under clause 7.1 or 7.3 shall be of the essence. Dalesauna reserves the right to suspend Delivery (or future Deliveries) or Installation Services where payment has not been received by the due date.
7.5 No payment shall be deemed to have been received until Dalesauna has received cleared funds, in full.
7.6 Where the Customer fails to make payment in accordance with the terms of this clause 7, Dalesauna may recover from the Customer:
7.6.1 statutory interest at an annual equivalent rate of 8% above the Bank of England base rate at the date the debt becomes overdue, pursuant to the Late Payment of Commercial Debts (Interest) Act 1998; and
all legal, court expenses and all other costs of recovering the debt;
all costs expenses and liabilities howsoever incurred by Dalesauna in connection with the retrieval of Goods and (where applicable) the de-commissioning of any Goods that have been installed.
7.7 The Customer shall not be entitled by reason of any set-off, counterclaim, abatement or deduction to withhold payment of any amount due to Dalesauna.
8. PERFORMANCE & DELIVERY
8.1 Delivery shall take place when the Goods are:
delivered to the Job Site pursuant to the Quotation; or
made available for collection from Dalesauna's premises pursuant to the Quotation.
8.2 Time of Delivery shall not be of the essence. Unless otherwise expressly agreed in writing, any delivery date specified, quoted or agreed, shall be an 'estimate only' and shall not be binding on Dalesauna. Dalesauna shall not be liable to the Customer in any way, for its failure to deliver the Goods on a particular date or dates.
8.3 The Customer shall accept Delivery of the Goods if they are tendered later than any estimated date for Delivery. If the Customer refuses or fails to take any necessary action on its part for accepting Delivery, Dalesauna shall be entitled to terminate the Contract with immediate effect, to dispose of the Goods as it sees fit and to recover from the Customer any losses and additional costs incurred as a result of such refusal or failure.
8.4 The Customer shall inspect the Goods on Delivery and sign an acceptance or Delivery note endorsing thereon a full note of any shortage or damage. Such note shall be conclusive evidence that the Goods are of the correct quantity and free from reasonably apparent defects and damage except as set out in such endorsement. If such note is not signed it will be deemed to have been signed without endorsement.
9. TITLE, PROPERTY & RISK
9.1 Risk in the Goods shall pass to the Customer on Delivery.
9.2 Notwithstanding Delivery and passing of risk, each of the constituent parts making up the Goods shall remain the property of Dalesauna until the Customer pays to Dalesauna the agreed Price for the Goods (together with any accrued interest) and all other amounts owed by the Customer to Dalesauna in respect of any other contract between Dalesauna and the Customer.
9.3 Until property in the Goods has passed, the Customer shall be deemed only to be in possession of the Goods in a fiduciary capacity and shall:
9.3.1 not part with possession of the Goods;
9.3.2 take proper care of the Goods and take all reasonable steps to prevent any damage to or deterioration of it;
9.3.3 keep the Goods free from any charge, lien or other encumbrance and store the Goods in such a way as to show clearly that they belongs to Dalesauna;
9.3.4 give Dalesauna such information relating to the Goods as Dalesauna may request from time to time require.
9.4 Dalesauna reserves the right to repossess and resell any of the Goods to which it has retained title.
9.5 The Customer grants an irrevocable right and licence to Dalesauna and its employees and agents to enter the Customer's premises with or without vehicles during normal business hours for the purpose of inspecting and/or repossessing Goods to which it has retained title. This right and licence shall continue to subsist notwithstanding the termination of the Contract for any reason and is without prejudice to any accrued rights Dalesauna may have.
9.6 Whilst the Customer is in possession of the Goods with Dalesauna's consent (but not otherwise) the Customer may in the ordinary course of its business incorporate the Goods into any equipment, installation or premises.
9.7 The Customer agrees that it will not resell all or any part of any Equipment and/or Materials supplied under the Contract where the right of ownership in any such items continues to vest in Dalesauna.
9.8 Until such time as the Customer has paid to Dalesauna all sums due under the Contract, or under any other contract between the Customer and Dalesauna, the Customer shall not (unless otherwise agreed) enter into any agreement by which the Customer transfers (or attempts to transfer) to any third party any right or interest (whether legal or equitable) over any or all of the Materials and Equipment Delivered under the Contract. Without limitation, Dalesauna will not enter into any agreement whereby the Contract is novated or the benefit of the contract is assigned to any third party (such as under an equipment leasing agreement).
10. SPECIFICATIONS & SUITABILITY
10.1 The assessment of the suitability, quality and fitness for a particular purpose of the Goods, shall be the Customer's responsibility irrespective of any samples, specifications, formulations, data, literature and statements as to the content, suitability, performance or otherwise given by Dalesauna.
10.2 The Customer acknowledges that the performance and reliability of the Goods is dependent upon the correct installation, operation, cleaning and maintenance of the Goods. The Customer undertakes at all times to take and comply with (and draw to any third parties' attention and require them to take and comply with) all instructions and recommendations issued with or contained on or relating to the Goods or relevant data sheets, and all reasonable and prudent precautions as to their installation, use, maintenance, cleaning and otherwise.
10.3 All sizes, colours, finishes, brochures and promotional or other literature are as accurate as possible within normal manufacturing tolerances and, in keeping with Dalesauna's policy of continual development. Dalesauna reserves the right to alter such specifications and to supply Goods to the Customer reflecting such altered specifications without prior notice to the Customer provided that such alterations do not materially affect the characteristics of the Goods. Slight deviations within accepted tolerances shall not entitle a Customer to cancel any Contract, return the Goods or claim compensation.
10.4 Any typographic, clerical or other error, omission or mistake in sales literature, Quotation or price list, acceptance of offer, invoice, document or information issued by Dalesauna shall be subject to correction without any liability on the part of Dalesauna.
11. INSTALLATION SERVICES - DALESAUNA'S OBLIGATIONS
11.1 Dalesauna shall use reasonable endeavours to provide the Installation Services to the Customer, in accordance in all material respects with the Quotation.
11.2 The Supplier shall use reasonable endeavours to meet any performance dates specified in the Quotation, but any such dates shall be estimates only and time shall not be of the essence for performance of the Installation Services.
11.3 Dalesauna shall use reasonable endeavours to observe all health and safety rules and regulations, and any other reasonable security requirements that apply at the Job Site and which have been specifically communicated to it under clause 12.1.6, provided that it shall not be liable under the Contract if, as a result of such observation, it is in breach of any of its obligations under the Contract.
12. INSTALLATION SERVICES - CUSTOMER'S OBLIGATIONS
12.1 The Customer shall:
12.1.1 be responsible for complying with all statutory requirements and third party rights in connection with the sitting and use of the Goods;
12.1.2 co-operate with Dalesauna in all matters relating to the Installation Services;
12.1.3 provide (or procure for) Dalesauna, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, with access to the Job Site, office accommodation, data and other facilities as reasonably required by Dalesauna;
12.1.4 provide to Dalesauna, in a timely manner, such information as Dalesauna may reasonably require for the purpose of the Installation Services and ensure that such information is accurate in all material respects;
12.1.5 be responsible (at its own cost) for preparing and maintaining the Job Site, including identifying, monitoring, removing and disposing of any hazardous materials in accordance with all applicable laws, before and during the supply of the Installation Services, and informing Dalesauna and on request providing Dalesauna of all action taken or needed to be taken by the Customer under this obligation;
12.1.6 inform Dalesauna of all health and safety rules and regulations and any other reasonable security requirements that apply at the Job Site;
12.1.7 keep, maintain and insure appropriate public liability insurance of not less five million pounds (£5,000,000.00).
12.2 If Dalesauna's performance of its obligations under the Contract is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants or employees, Dalesauna shall not be liable for any costs, charges or losses sustained or incurred by the Customer arising directly or indirectly from such prevention or delay.
12.3 The Customer shall be liable to pay to Dalesauna, on demand, all reasonable costs, charges or losses sustained or incurred by Dalesauna (including, without limitation, any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property and those arising from injury to or death of any person and loss of opportunity to deploy resources elsewhere) arising directly or indirectly from the Customer's fraud, negligence, failure to perform or delay in the performance of any of its obligations under the Contract.
13. WARRANTY & DEFECTIVE GOODS
13.1 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.
13.2 Dalesauna warrants that (subject to the other provisions of these conditions) on Delivery and for a period of 12 months from the date of Delivery, the Goods shall:
13.2.1 be of satisfactory quality within the meaning of the Sale of Goods Act 1979;
13.2.2 be reasonably fit for purpose.
13.3 Dalesauna shall not be liable for a breach of the warranties in clause 13.2 unless:
13.3.1 the Customer gives written notice of the defect to Dalesauna, and, if the defect is as a result of damage in transit to the carrier, within two (2) Business Days of the time when the Customer discovers or ought to have discovered the defect; and
13.3.2 Dalesauna is given a reasonable opportunity after receiving the notice of examining such Goods in situ or the Customer (if asked to do so by Dalesauna) returns such Goods to Dalesauna's place of business for the examination to take place there.
13.4 Dalesauna shall not be liable for a breach of Warranty in clause 13.2 if:
13.4.1 the Customer makes any further use of such Goods after giving such notice; or
13.4.2 the defect arises because the Customer failed to follow Dalesauna's oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice; or
13.4.3 the Customer alters or repairs such Goods without the written consent of Dalesauna.
13.5 If upon inspection and examination Dalesauna deems that the defects are due to any fault of its own manufacture or other workmanship, Dalesauna shall refund to the Customer any cost of carriage incurred by it in returning the Goods.
13.6 If upon inspection and examination Dalesauna deems that the Goods are not defective, the costs of carriage (or collection), inspection and of any work done shall be chargeable to the Customer. Such charges shall be calculated on a time and materials basis in accordance with the prices and rates prevailing at the time of the inspection.
13.7 In the case of international supply contracts (as defined by the Unfair Contract Terms Act 1977), such costs of carriage or collection or inspection shall in any event (irrespective of whether or not a defect exists) be borne by the Customer.
13.8 In the case of defective Goods not manufactured by Dalesauna, the Customer shall be entitled, so far as possible, to the benefit of any guarantees given by the manufacturers. Dalesauna will on request notify the Customer of the terms of any such guarantees.
14.1 Dalesauna maintains public and product liability insurance to a limit of five million pounds (£5,000.000.00) in respect of any one occurrence of such liability. Copies of the policy or policies are available for inspection at any time. Dalesauna's pricing structure is based upon these limitations of liability and the Customer is therefore advised to consider obtaining insurance cover for any claims for which Dalesauna is not liable.
14.2 Dalesauna shall on request from the Customer apply to its insurers for a limit of indemnity which is greater than five million pounds (£5,000.000.00) but reserves the right in such event to reflect the additional insurance cost in an increase in the Price to the Customer.
15. LIMITATION OF LIABILITY
15.1 Subject as otherwise provided, the following provisions set out the entire financial liability of Dalesauna (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of:
15.1.1 any performance or non-performance of any of these conditions;
15.1.2 any use made or resale by the Customer of any of the Goods, or of any product incorporating any of the Goods; and
15.1.3 any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.
15.2 Nothing in these conditions excludes or limits the liability of Dalesauna:
15.2.1 for death or personal injury caused by Dalesauna's negligence (including that of its employees agents or contractors); or
15.2.2 under Part I of the Consumer Protection Act 1987; or
15.2.3 for any matter which it would be illegal for Dalesauna to exclude or attempt to exclude its liability; or
15.2.4 for fraud or fraudulent misrepresentation.
15.3 Dalesauna shall not be liable to Customer for any performance, non-performance, omission, act of negligence, breach of contract, misrepresentation, resulting in:
15.3.1 loss or damage incurred by the Customer attributable to events which is beyond the reasonable control of Dalesauna;
15.3.2 loss or damage incurred by the Customer attributable to any third party claims;
15.3.3 loss or damage to the Customers plant or equipment to the extent that it is attributable to the improper fitment or installation of the Goods by any third party;
15.3.4 loss or damage incurred by the Customer attributable to any drawing or specification delivered pursuant to the Services;
15.3.5 loss or damage incurred by the Customer which is attributable to defects arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow Dalesauna's and/or any manufacturer's instruction, misuse or alteration or repair of the Goods without Dalesauna's approval;
15.3.6 direct, indirect or consequential damage suffered by Customer including (without limitation), any economic loss, loss of profits or loss of business opportunity, depletion of goodwill, damages, costs and expenses (including legal expenses) arising out of the supply of the Goods or Services to the Customer by Dalesauna.
15.4 On the basis set out in clause 14.1, and subject to clause 15.2, Dalesauna's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance, non-performance or contemplated performance of the Contract shall be limited to the amount of money that the relevant insurance provide(s) to Dalesauna is (or are) at the relevant time liable to pay by way of settlement of any claim.
16.1 Dalesauna recognises that a Customer may enter into a Contract in its capacity as a natural person for purposes which are outside the scope of a business ("Consumer"), in which case, the provisions of this clause 14 shall apply.
16.2 Any Consumer may cancel an order pursuant to the Consumer Protection (Distance Selling) Regulations 2000, within seven (7) Business Days of delivery of the Goods, PROVIDED THAT the Goods are ordered at a distance.
16.3 In order to exercise this right to cancel, the Consumer must send a notice of cancellation to Dalesauna, in writing.
16.4 In exercising the right to cancel, the Consumer must take reasonable care of the Goods. Failure to take care of the Goods may invalidate the right of the Consumer to a full refund.
16.5 The Consumer must return the Goods at their own expense or make them available for collection. If the Consumer indicates that the Goods are to be collected, Dalesauna shall charge for the direct cost of collection. Dalesauna shall inform the Consumer when collection of the Goods will be made, within fifteen (15) Business Days of cancellation.
16.6 A full refund shall be credited to the Consumer within twenty (20) Business Days of cancellation. Dalesauna reserves the right to charge for items returned for a refund if they are not in perfect condition or damaged in any way whatsoever.
16.7 The statutory rights of any Consumer shall remain unaffected by these conditions.
17. EXPORT ORDERS
17.1 In the case of Goods sold to a Customer whose place of business or habitual residence is not in the United Kingdom and/or for delivery outside the United Kingdom the following provisions shall apply to the exclusion of any other of these conditions which are inconsistent therewith.
17.2 The Customer shall be exclusively responsible for (and shall indemnify Dalesauna against) all customs duties and other costs of importation and costs of obtaining confirmation of payments, letters of credit, for obtaining all licences relevant to the sale and Delivery of and payment for the Goods (Delivery being subject to the Customer obtaining all such licences).
17.3 The Goods will be sold ex-works within the meaning of such term contained in ICC Incoterms 2000 as revised from time to time.
17.4 Should the Customer fail when requested by Dalesauna and within the time specified by Dalesauna to take any action necessary on its part for Delivery and/or shipment of the Goods then:
17.4.1 Dalesauna shall be entitled by way of delivery to store the Goods in a warehouse at the expense and risk of the Customer;
17.4.2 the Price shall become immediately payable in full;
17.4.3 Dalesauna shall be entitled after the expiration of three months from the date upon which the Price becomes payable to dispose of the Goods in such manner as the Company may determine.
17.5 Section 32(2) of the Sale of Goods Act 1979 shall not apply. The Company shall not be required to give the Customer the notice specified in Section 32(3) of that Act.
18.1 If any dispute or difference shall arise between the parties to the Contract from or in connection with the Contract or its performance, non-performance, construction or interpretation, the parties shall endeavour to resolve it by agreement through appropriate negotiations, to be conducted in good faith.
18.2 If the parties are unable to resolve the dispute within ten (10) Business Days of the commencement of the negotiations, the dispute shall be referred to mediation.
18.3 The mediation shall be chosen on behalf of the parties by the Centre for Dispute Resolution.
18.4 The mediation shall be held in the City of Leeds, in the United Kingdom of Great Britain and Northern Ireland, and shall be conducted in the English language.
18.5 The mediation shall be governed by the laws of England and Wales
19. FORCE MAJEURE
19.1 Dalesauna reserves the right to defer the date of Delivery or to cancel the Contract or reduce the volume of the Goods ordered by the Customer (without liability to the Customer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of Dalesauna including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, provided that, if the event in question continues for a continuous period in excess of sixty (60) Business Days, the Customer shall be entitled to give notice in writing to the Company to terminate the Contract.
20.1 These conditions shall be interpreted without reference to their headings, which are for convenience only.
20.2 Each right or remedy of Dalesauna under the Contract is without prejudice to any other right or remedy of Dalesauna whether under the Contract or not.
20.3 Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.
20.4 The Customer may not assign any Contract or any rights there under without the prior written consent of Dalesauna.
20.2 Any Contract shall be governed by English law and the Customer shall (subject to clause18) submit to the exclusive jurisdiction of the English Courts.
20.3 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.
20.4 The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
20.5 The provisions of these conditions shall remain in full force and effect notwithstanding that the parties' obligations under any Contract may have been performed or discharged.
20.6 The waiver of any breach of any of these conditions or the non-enforcement of any of these conditions shall not prevent the subsequent enforcement of that condition or the exercise of any right arising from that breach of shall not be deemed a waiver of any subsequent breach.
DALESAUNA LIMITED GRIMBALD CRAG CLOSE ST JAMES BUSINESS PARK KNARESBOROUGH NORTH YORKSHIRE HG5 8PJ
Registered Office: Crown Chambers Princes Street Harrogate North Yorkshire HG1 1NJ Registered in England & Wales No. 940173