Terms and Conditions
Terms and Conditions for the Supply of Services
1. Interpretation
The following definitions and rules of interpretation apply in these Conditions.
1.1 Definitions:
Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Commencement Date: has the meaning given in clause 2.2.
Conditions: these terms and conditions as amended from time to time in accordance with clause 16.7.
Contract: the contract between LSN and the Customer for the supply of Equipment and Services in accordance with these Conditions.
Contract Start Date: the agreed date set out in the Order or as otherwise agreed between the parties as the date for delivery and installation of the Equipment at the Site.
Customer: the person or firm who hires the Equipment and purchase the Services from LSN.
Equipment: the equipment (or any part of them) set out in the Order.
Equipment Specification: any specification for the Equipment, including any relevant plans or drawings, that is agreed in writing by the Customer and LSN.
Insolvency Event: any one or more of the following events in any jurisdiction in relation to a party: suspending or threatening to suspend payment of its debts or being unable or deemed unable to pay its debts as they fall due; commencing negotiations with any of its creditors to reschedule its debts or making a proposal to compromise its debts; the filing of an insolvency petition or application, or making an application for an Company Voluntary Arrangement; the filing of a petition, making of an application, or passing of a resolution for the winding up of the party or for the appointment of an administrator receiver or trustee in bankruptcy; the taking of any steps by any person to enforce any security over the assets of the party; any person becoming entitled to appoint a receiver or administrative receiver over some or all of the assets of the party; any event analogous or which has an effect equivalent or similar to any of the foregoing.
Installation Date: the date on which LSN substantially completes to its own satisfaction the erection/installation of either safety netting/edge protection or scaffolding as agreed in the Order.
LSN: LSN U.K. Limited, owner of the Equipment and lessor, a company registered in England and Wales having company registration number and its registered office at Suite 4, East Barton Barns East Barton Road, Great Barton, Bury St Edmunds, Suffolk, United Kingdom, IP31 2QY.
Order: the Customer's order for the supply of Services and the hire of the Equipment as set out in the Customer's purchase order form, or the Customer's written acceptance of LSN's quotation, or overleaf, as the case may be.
Services: the supply, installation and dismantling of safety netting, edge protection and scaffolding as agreed between the parties.
1.2 Interpretation:
(a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
(b) A reference to a party includes its [personal representatives,] successors and permitted assigns.
(c) A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.
(d) Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.
(e) A reference to writing or written excludes fax but not email.
2. Basis of contract
2.1 The Order constitutes an offer by the Customer to hire Equipment and purchase Services in accordance with these Conditions.
2.2 The Order shall only be deemed to be accepted when LSN issues written acceptance or explicit verbal confirmation of the Order at which point and on which date the Contract shall come into existence (Commencement Date).
2.3 Any samples, drawings, descriptive matter or advertising issued by LSN and any descriptions of the Equipment or illustrations or descriptions of the Services contained in LSN's catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Equipment and Services described in them. They shall not form part of the Contract nor have any contractual force.
2.4 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 law, trade custom, practice or course of dealing.
2.5 Any quotation given by LSN shall not constitute an offer, and is only valid for a period of 20 Business Days from its date of issue.
2.6 All of these Conditions shall apply to the supply of both Equipment and Services except where application to one or the other is specified.
3. Supply of Services
3.1 LSN shall use reasonable endeavours to supply the Services to the Customer in accordance with this agreement in all material respects.
3.2 LSN reserves the right to amend the Service if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and LSN shall notify the Customer in any such event.
3.3 The Services will be provided using reasonable care and skill.
3.4 Unless specified otherwise in the Order or agreed otherwise in writing between the parties, the Services shall be deemed to include one continuous visit by LSN to the Site for erection and installation of the Equipment and one continuous visit by LSN to the Site for dismantling the Equipment. LSN reserves the right to charge the Customer for any attendance or related activity in excess of this provision.
3.5 LSN shall use reasonable endeavours to meet any performance dates specified in the specification, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
3.6 LSN shall be entitled to charge for any additional work that is necessary either because of alteration in design, specification or otherwise and this causes an increase in costs, LSN will send the Customer a further quotation detailing extra costs, LSN will only proceed once the Customer has issued a revised purchase order for these changes.
4. Hire Period
4.1 The Hire Period starts on the Installation Date and continues for a period of 8 weeks or such other period specified in the Order unless and until the Contract is terminated earlier in accordance with its terms.
4.2 LSN shall charge the Customer 5% of the overall Order Price as listed in the Order for each week of hire beyond the initial 8 week hire period or such other period specified in the Order until the Equipment is returned to LSN in a matter satisfactory to LSN.
5. Hire of Equipment
5.1 LSN shall hire the Equipment to the Customer for use at the Site subject to these terms and conditions.
5.2 LSN shall not, other than in the exercise of its rights under the Contract or applicable law or in providing the Services, interfere with the Customer’s quiet possession of the Equipment.
6. Charges and payment
6.1 The charge for the Services and the hire of the Equipment shall be the price set out in the Order and shall, unless otherwise agreed include all costs and charges of packaging, insurance, transport of the Equipment.
6.2 LSN is entitled to charge additional for weekend/out of hours working and this is factored into the overall job price - LSN is also entitled to charge for any additional work that is necessary either because of alteration in design, specification or otherwise and this causes an increase in costs, LSN will send the customer a further quotation detailing extra costs, LSN will only proceed once the customer has issued a revised purchase order for these changes.
6.3 LSN shall be entitled to interim payments up until completion of the Contract. The “Due Date” for payment shall be the last Business Day of the month. LSN shall submit an invoice for payment or before each Due Date identifying the amount due up to the relevant Due Date.
6.4 Within 5 days of each Due Date the Customer shall give a payment notice in writing to LSN, specifying the amount of the interim payment to be made and about the basis on which such amount is calculated (a Payment Notice). If the Customer fails to give a Payment Notice, then subject to clause 6.6, the amount due to LSN will be the amount stated in the Customer’s invoice.
6.5 The “Final Date” for payment shall be 25 days after the Due Date. Time for payment shall be of the essence of the Contract.
6.6 If the Customer intends to pay less than the sum stated in the Payment Notice or invoice, as the case may be, he shall not later than 5 days before the Final Date for payment give LSN a notice of that intention (a Pay Less Notice). Where a Pay Less Notice is given, the payment to be made on or before the Final Date for payment shall not be less than the amount stated as due in the Pay Less Notice. Any Pay Less Notice shall specify:
(a) The sum that the Customer considers to be due on the date the notice is served; and
(b) the basis on which that sum is calculated.
6.7 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by LSN to the Customer, the Customer shall, on receipt of a valid VAT invoice from LSN, pay to LSN such additional amounts in respect of VAT as are chargeable on the supply of the Services or Equipment at the same time as payment is due for the supply of the Services or Equipment.
6.8 If the Customer fails to make a payment due to LSN by the final date for payment, then, without limiting LSN's remedies under clause 13, the Customer shall pay interest on the overdue sum from the final date for payment until payment of the overdue sum, whether before or after judgment. Interest under this clause 6.8 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
6.9 All amounts due shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
7. Delivery and installation
7.1 Delivery shall be made by LSN. LSN shall use all reasonable endeavours to effect Delivery by the Contract Start Date. Risk shall transfer in accordance with clause 9.2 of these terms.
7.2 LSN shall at the Customer's expense install the Equipment at the Site. The Customer shall procure that a duly authorised representative of the Customer shall be present at the installation of the Equipment. Acceptance by such representative of installation shall constitute conclusive evidence that the Customer has examined the Equipment and has found it to be in good condition, complete and fit in every way for the purpose for which it is intended (save as regards any latent defects not reasonably apparent on inspection). If required by LSN, the Customer's duly authorised representative shall sign a receipt confirming such acceptance.
7.3 To facilitate Delivery and installation, the Customer shall provide all requisite materials, facilities, access and suitable working conditions to enable Delivery and installation to be carried out safely and expeditiously.
7.4 If the Customer fails to accept delivery of the Equipment on the Contract Start Date, then, except where such failure is caused by LSN's failure to comply with its obligations under the Contract:
(a) the Equipment shall be deemed to have been delivered at 9.00 am on the Contract Start Date; and
(b) LSN shall store the Equipment until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
8. Warranty
8.1 LSN warrants that the Equipment shall:
(a) substantially conform to its specification (as made available by LSN);
(b) be of satisfactory quality; and
(c) fit for any purpose held out by LSN.
8.2 LSN shall use all reasonable endeavours to remedy, free of charge, any material defect in the Equipment provided that:
(a) the Customer notifies LSN of any defect in writing within two Business Days of the defect occurring;
(b) LSN is permitted to make a full examination of the alleged defect;
(c) the defect did not materialise as a result of misuse, neglect, alteration, mishandling or unauthorised manipulation by any person other than LSN's authorised personnel;
(d) the defect did not arise out of any information, design or any other assistance supplied or furnished by the Customer or on its behalf; and
(e) the defect is directly attributable to defective material, workmanship or design.
8.3 Insofar as the Equipment comprises or contains equipment or components which were not manufactured or produced by LSN, the Customer shall be entitled only to such warranty or other benefit as LSN has received from the manufacturer.
8.4 If LSN fails to remedy any material defect in the Equipment in accordance with clause 8.1, LSN shall, at the Customer's request, accept the return of part or all of the Equipment and make an appropriate reduction to the payments payable during the remaining term of the Contract and, if relevant, return any Deposit (or any part of it).
9. Title, risk and insurance
9.1 The Equipment shall at all times remain the property of LSN, and the Customer shall have no right, title or interest in or to the Equipment (save the right to possession and use of the Equipment subject to these terms and conditions).
9.2 The risk of loss, theft, damage or destruction of the Equipment shall pass to the Customer on Delivery. The Equipment shall remain at the sole risk of the Customer during the Hire Period and any further term during which the Equipment is in the possession, custody or control of the Customer (Risk Period) until such time as the Equipment is redelivered to LSN. During the Hire Period and the Risk Period, the Customer shall, at its own expense, obtain and maintain the following insurances:
(a) insurance of the Equipment to a value not less than its full replacement value comprehensively against all usual risks of loss, damage or destruction by fire, theft or accident, and such other risks as LSN may from time to time nominate in writing;
(b) insurance for such amounts as a prudent owner or operator of the Equipment would insure for, or such amount as LSN may from time to time reasonably require, to cover any third party or public liability risks of whatever nature and however arising in connection with the Equipment; and
(c) insurance against such other or further risks relating to the Equipment as may be required by law, together with such other insurance as LSN may from time to time consider reasonably necessary and advise to the Customer in writing.
9.3 If the Customer fails to effect or maintain any of the insurances required under these terms, LSN shall be entitled to effect and maintain the same, pay such premiums as may be necessary for that purpose and recover the same as a debt due from the Customer.
9.4 The Customer shall, on demand, supply copies of the relevant insurance policies or other insurance confirmation acceptable to LSN and proof of premium payment to LSN to confirm the insurance arrangements.
9.5 The Customer shall give immediate written notice to LSN in the event of any loss, accident or damage to the Equipment arising out of or in connection with the Customer's possession or use of the Equipment.
10. Customer’s obligations and responsibilities
10.1 The Customer shall:
(a) ensure that the terms of the Order and any information it provides are complete and accurate;
(b) co-operate with LSN in all matters relating to the Services;
(c) provide LSN, its employees, agents, consultants and subcontractors, with access to the Site and other facilities as reasonably required by LSN to provide the Services;
(d) provide LSN with such information and materials as LSN may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
(e) prepare the Site for the supply of the Services;
(f) obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
(g) comply with all applicable laws, including health and safety laws;
(h) keep all materials, equipment, documents and other property of LSN (LSN Materials) in safe custody at its own risk, maintain LSN Materials in good condition until returned to LSN, and not dispose of or use LSN Materials other than in accordance with LSN's written instructions or authorisation.
10.2 The Customer shall during the term of the Contract:
(a) ensure that the Equipment is kept and operated in a suitable environment, used only for the purposes for which it is designed, and operated in a proper manner by trained competent staff in accordance with any operating instructions provided by LSN;
(b) take such steps (including compliance with all safety and usage instructions provided by LSN) as may be necessary to ensure, so far as is reasonably practicable, that the Equipment is at all times safe and without risk to health when it is being set, used, cleaned or maintained by a person at work;
(c) subject to first obtaining LSN’s written consent, maintain at its own expense the Equipment in good and substantial repair in order to keep it in as good an operating condition as it was on the Installation Date (fair wear and tear only excepted) including replacement of worn, damaged and lost parts, and shall make good any damage to the Equipment;
(d) make no alteration to the Equipment and shall not remove any existing component (or components) from the Equipment unless the component (or components) is (or are) replaced immediately (or if removed in the ordinary course of repair and maintenance as soon as practicable) by the same component or by one of a similar make and model or an improved or advanced version of it. Title in all substitutions, replacements, renewals made in or to the Equipment shall vest in LSN immediately on installation;
(e) keep LSN fully informed of all material matters relating to the Equipment;
(f) keep the Equipment at all times at the Site and shall not move or attempt to move any part of the Equipment to any other location without LSN's prior written consent;
(g) permit LSN or its duly authorised representative to inspect the Equipment at all reasonable times and for such purpose to enter on the Site or any premises at which the Equipment may be located, and shall grant reasonable access and facilities for such inspection;
(h) maintain operating and maintenance records of the Equipment and make copies of such records readily available to LSN, together with such additional information as LSN may reasonably require;
(i) not, without the prior written consent of LSN, part with control of (including for the purposes of repair or maintenance), sell or offer for sale, underlet or lend the Equipment or allow the creation of any mortgage, charge, lien or other security interest in respect of it;
(j) not without the prior written consent of LSN, attach the Equipment to any land or building so as to cause the Equipment to become a permanent or immovable fixture on such land or building. If the Equipment does become affixed to any land or building then the Equipment must be capable of being removed without material injury to such land or building and the Customer shall repair and make good any damage caused by the affixation or removal of the Equipment from any land or building and indemnify LSN against all losses, costs or expenses incurred as a result of such affixation or removal;
(k) not do or permit to be done any act or thing which will or may jeopardise the right, title or interest of LSN in the Equipment and, where the Equipment has become affixed to any land or building, the Customer must take all necessary steps to ensure that LSN may enter such land or building and recover the Equipment both during the term of the Contract and for a reasonable period thereafter, including by procuring from any person having an interest in such land or building, a waiver in writing and in favour of LSN of any rights such person may have or acquire in the Equipment and a right for LSN to enter onto such land or building to remove the Equipment;
(l) not suffer or permit the Equipment to be confiscated, seized or taken out of its possession or control under any distress, execution or other legal process, but if the Equipment is so confiscated, seized or taken, the Customer shall notify LSN and the Customer shall at its sole expense use its best endeavours to procure an immediate release of the Equipment and shall indemnify LSN on demand against all losses, costs, charges, damages and expenses incurred as a result of such confiscation;
(m) not use the Equipment for any unlawful purpose;
(n) ensure that at all times the Equipment remains identifiable as being LSN's property and wherever possible shall ensure that a visible sign to that effect is attached to the Equipment;
(o) LSN or its representatives access to the Site or any premises where the Equipment is located for the purpose of dismantling and removing the Equipment; and
(p) not do or permit to be done anything which could invalidate the insurances referred to in clause 9.2.
10.3 The Customer acknowledges that LSN shall not be responsible for any loss of or damage to the Equipment arising out of or in connection with any negligence, misuse, mishandling of the Equipment or otherwise caused by the Customer or its officers, employees, agents and contractors.
10.4 If LSN's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
(a) without limiting or affecting any other right or remedy available to it, LSN shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays LSN's performance of any of its obligations;
(b) LSN shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from LSN's failure or delay to perform any of its obligations as set out in clause 10.2; and
(c) the Customer shall reimburse LSN on written demand for any costs or losses sustained or incurred by LSN arising directly or indirectly from the Customer Default.
10.5 At the end of the term of the Contract the Customer shall return the Equipment to LSN in such manner as LSN shall direct. Alternatively, LSN may elect to collect the Equipment in such manner as it desires and the Customer shall make all reasonable efforts to accommodate the collection.
11. Intellectual property rights
All patents, copyrights, designed rights, goodwill, confidential information (including know-how) in or arising out of or in connection with the Services (other than intellectual property rights in any materials provided by the Customer) shall be owned by LSN. The Customer shall not sub-license, assign or otherwise transfer these rights.
12. Limitation of liability
12.1 References to liability in this clause 12 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
12.2 Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default.
12.3 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation; and
(c) defective products under the Consumer Protection Act 1987.
12.4 Subject to clause 12.2 and clause 12.3, LSN's total liability to the Customer in respect of all breaches of duty occurring within any contract year shall not exceed the total charges in the contract year in which the breaches occurred.
12.5 This clause 12.5 sets out specific heads of excluded loss and exceptions from them:
(a) Subject to clause 12.2, clause 12.3 identifies the kinds of loss that are not excluded. Subject to that, clause 12.5(b) excludes specified types of loss.
(b) The following types of loss are wholly excluded:
(i) loss of profits;
(ii) loss of sales or business;
(iii) loss of agreements or contracts;
(iv) loss of anticipated savings;
(v) loss of use or corruption of software, data or information;
(vi) loss of or damage to goodwill; and
(vii) indirect or consequential loss.
12.6 LSN has given commitments as to compliance of the Equipment and Services with relevant specifications in clause 3. In view of these commitments, the terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
12.7 This clause 12 shall survive termination of the Contract.
13. Termination
13.1 Without affecting any other right or remedy available to it, LSN may terminate the Contract with immediate effect by giving notice to the Customer if:
(a) the Customer fails to pay any amount due under the Contract on the due date for payment and remains in default not less than two days after being notified in writing to make such payment;
(b) the Customer commits a material breach of any other term of these terms and conditions which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of three days after being notified to do so;
(c) the Customer repeatedly breaches any of these terms and conditions in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Contract;
(d) The Customer is subject to or of an Insolvency Event;
(e) 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 Insolvency Event;
(f) the Customer's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy;
(g) the Customer suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
(h) there is a change of control of the Customer (within the meaning of section 1124 of the Corporation Tax Act 2010).
13.2 The Contract shall automatically terminate if a Total Loss occurs in relation to the Equipment.
13.3 Without affecting any other right or remedy available to it, LSN may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment or if there is a change of Control of the Customer.
13.4 Without affecting any other right or remedy available to it, LSN may suspend the supply of Services or all further deliveries of Equipment under the Contract or any other contract between the Customer and LSN if the Customer fails to pay any amount due under the Contract on the due date for payment, the Customer becomes subject to any of the events listed in clause 13.1, or LSN reasonably believes that the Customer is about to become subject to any of them.
14. Consequences of termination
14.1 On expiry or termination of the Contract, however caused:
(a) LSN's consent to the Customer's possession of the Equipment shall terminate;
(b) LSN may, by its authorised representatives, without notice and at the Customer's expense, retake possession of the Equipment and for this purpose may enter the Site or any premises at which the Equipment is located;
(c) the Customer shall ensure the safe and proper storage of the Equipment until it has been collected by LSN or returned to LSN’s satisfaction in a manner dictated by LSN; and
(d) without prejudice to any other rights or remedies of the Customer, the Customer shall pay to LSN on demand:
(i) all payments and other sums due but unpaid at the date of such demand together with any interest accrued. In respect of Services supplied but for which an invoice has not yet been submitted, LSN will submit an invoice which shall be payable by the Customer on receipt; and
(ii) any costs and expenses incurred by LSN in recovering the Equipment or in collecting any sums due under the Contract (including any storage, insurance, repair, transport, legal and remarketing costs).
14.2 On termination of the Contract pursuant to clause 13.1, any other repudiation of the Contract by the Customer which is accepted by LSN or pursuant to clause 13.2, without prejudice to any other rights or remedies of LSN, the Customer shall pay to LSN on demand a sum equal to the whole of the payments that would (but for the termination) have been payable if the Contract had continued from the date of such demand to the end of the Hire Period.
14.3 The sums payable pursuant to clause 14.2 shall be agreed compensation for LSN's loss and shall be payable in addition to the sums payable pursuant to clause 14.1(d). Such sums may be partly or wholly recovered from any Deposit.
14.4 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.
14.5 Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, 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.
15. Force majeure
Neither party shall be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from events, circumstances or causes beyond its reasonable. The time for performance of such obligations shall be extended accordingly.
16. General
16.1 Assignment and other dealings
(a) LSN may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
(b) The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract.
16.2 Severance.
If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision or part provision of the Contract is deemed deleted under this clause 16.2 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the commercial result of the original provision.
16.3 Waiver.
(a) A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
(b) A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
16.4 No partnership or agency.
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.
16.5 Entire agreement.
(a) The Contract constitutes the entire agreement between the parties.
(b) 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.
16.6 Third party rights.
The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
16.7 Variation.
Except as set out in these Conditions, no variation of the Contract shall be effective unless it is agreed in writing and signed by the parties (or their authorised representatives).
16.8 Governing law.
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 accordance with the law of England and Wales.
16.9 Jurisdiction.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction 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. This clause is without prejudice to the LSN’s right to apply for adjudication of any dispute which might arise under this contract, under the Housing Grants, Construction and Regeneration Act 1996 (as amended or replaced from time-to-time).