TERMS & CONDITIONS
The customer’s attention is drawn in particular to the provisions of clause 10.
1.1 Definitions:
1.2 Interpretation:
1.2.1 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.2.2 A reference to a party includes its personal representatives, successors and permitted assigns.
1.2.3 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.
1.2.4 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.
1.2.5 A reference to writing or written excludes fax but not email.
2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
2.2 The Order constitutes an offer by the Customer to purchase the Products and/or Services and/or the hire of Rental Cylinders in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable Specification are complete and accurate.
2.3 The Order shall only be deemed to be accepted when PGUK issues a written acceptance of the Order, at which point the Contract shall come into existence (the “Commencement Date”). Each Order from the Customer which is accepted by PGUK shall constitute a separate Contract which shall be governed by these Conditions.
2.4 Any samples, drawings, descriptive matter or advertising produced by PGUK and any descriptions or illustrations contained on PGUK’s website are produced for the sole purpose of giving an approximate idea of the Products and/or Services and/or the hire of Rental Cylinders referred to in them. They shall not form part of the Contract nor have any contractual force.
2.5 A quotation for the Products and/or Services and/or the hire of Rental Cylinders given by PGUK shall not constitute an offer. A quotation shall only be valid for a period of 20 Business Days from its date of issue.
2.6 The Customer may only use PGUK’s website (https://progasesuk.com) for lawful purposes and may not be used in a way that infringes the rights of anyone else or restricts or inhibits anyone else’s enjoyment of the website.
2.7 The Customer’s use of the website and its contents grants no rights to the Customer in relation to PGUK’s Intellectual Property Rights.
3.1 PGUK shall supply and the Customer shall purchase such quantities of Products as the Customer may order in accordance with clause 2 and are delivered to the Customer in accordance with these Conditions.
3.2 The Products are described on PGUK’s website as modified by any applicable Specification.
3.3 To the extent that the Products are to be manufactured in accordance with a Specification supplied by the Customer, the Customer shall indemnify PGUK 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 and other professional costs and expenses) suffered or incurred by PGUK in connection with any claim made against PGUK for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with PGUK’s use of the Specification. This clause 3.3 shall survive termination of the Contract.
3.4 PGUK reserves the right to amend the Specification if required by any applicable statutory or regulatory requirement, and PGUK shall notify the Customer in any such event.
4.1 PGUK shall hire the Rental Cylinders to the Customer in such quantities as the Customer may order in accordance with clause 2, and are delivered to the Customer in accordance with these Conditions.
4.2 PGUK shall invoice the Customer for the Rental Payments on the first working day of each calendar month or as soon as reasonably practicable during the Rental Period.
4.3 The Customer shall pay each invoice submitted by PGUK:
4.3.1 within 30 days of the date of the invoice, and
4.3.2 in full and in cleared funds to a bank account nominated in writing by PGUK, and
4.4 The Rental Payments and Additional Charges are exclusive of VAT and any other applicable taxes and duties or similar charges which shall be payable by PGUK at the rate and in the manner from time to time prescribed by law.
4.5 The Rental Cylinders shall at all times remain the property of PGUK, and the Customer shall have no right, title or interest in or to the Rental Cylinders (save the right to possession and use of the Rental Cylinders subject to these Conditions). For the avoidance of doubt, the Customer shall only use the Supplier for any and all Gas re-fills of the Rental Cylinders during the Rental Period.
4.6 The Customer shall:
4.6.1 ensure that the Rental Cylinders are 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 PGUK;
4.6.2 take such steps (including compliance with all safety and usage instructions provided by PGUK) as may be necessary to ensure, so far as is reasonably practicable, that the Rental Cylinders are at all times safe and without risk to health when it is being set, used, cleaned or maintained by a person at work;
4.6.3 maintain at its own expense the Rental Cylinders in good and substantial repair in order to keep the Rental Cylinders as good in operating condition as they were on the Delivery date (fair wear and tear only excepted) including replacement of worn, damaged and lost parts, and shall make good any damage to the Rental Cylinders;
4.6.4 make no alteration to the Rental Cylinders and shall not remove any existing component (or components) from the Rental Cylinders without the prior written consent of PGUK;
4.6.5 keep PGUK fully informed of all material matters relating to the Rental Cylinders;
4.6.6 keep the Rental Cylinders at all times at the Site and shall not move or attempt to move any part of the Rental Cylinders to any other location without PGUK’s prior written consent;
4.6.7 permit PGUK or its duly authorised representative to inspect the Rental Cylinders at all reasonable times and for such purpose to enter on the Site or any premises at which the Rental Cylinders may be located, and shall grant reasonable access and facilities for such inspection;
4.6.8 maintain operating and maintenance records of the Rental Cylinders and make copies of such records readily available to the PGUK, together with such additional information as PGUK may reasonably require;
4.6.9 not, without the prior written consent of PGUK, part with control of (including for the purposes of repair or maintenance), sell or offer for sale, underlet or lend the Rental Cylinders or allow the creation of any mortgage, charge, lien or other security interest in respect of the Rental Cylinders;
4.6.10 not suffer or permit the Rental Cylinders to be confiscated, seized or taken out of its possession or control under any distress, execution or other legal process, but if the Rental Cylinders are so confiscated, seized or taken, the Customer shall notify PGUK and the Customer shall at its sole expense use its best endeavours to procure an immediate release of the Rental Cylinders and shall indemnify PGUK on demand against all losses, costs, charges, damages and expenses incurred as a result of such confiscation;
4.6.11 not use the Rental Cylinders for any unlawful purpose;
4.6.12 ensure that at all times the Rental Cylinders remains identifiable as being PGUK’s property; and
4.6.13 deliver up the Rental Cylinders at the end of the Rental Period at such address as the PGUK requires, or if necessary allow PGUK or its representatives access to the Site or any premises where the Rental Cylinders is located for the purpose of removing the Rental Cylinders; and
4.7 The Customer acknowledges that PGUK shall not be responsible for any loss of or damage to the Rental Cylinders arising out of or in connection with any negligence, misuse, mishandling of the Rental Cylinders or otherwise caused by the Customer or its officers, employees, agents and contractors, and the Customer shall indemnify PGUK in full 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 professional costs and expenses) suffered or incurred by PGUK arising out of, or in connection with any failure by the Customer to comply with the terms of this agreement.
5.1 PGUK shall ensure that:
5.1.1 each delivery of the Products and/or Rental Cylinders is accompanied by a delivery note that shows the date of the Order, the type and quantity of the Products (including the code number of the Products and/or Rental Cylinders, where applicable), special storage instructions (if any) and, if the Products and/or Rental Cylinders are being delivered by instalments, the outstanding balance of Products and/or Rental Cylinders remaining to be delivered; and
5.1.2 if PGUK requires the Customer to return any packaging materials (including but not limited to Cylinders) to PGUK, that fact is clearly stated on the delivery note. The Customer shall make any such packaging materials available for collection at such times as PGUK shall reasonably request. Returns of packaging materials shall be at PGUK’s expense.
5.2 Unless PGUK and the Customer agree otherwise, PGUK shall deliver the Products and/or Rental Cylinders to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after PGUK notifies the Customer that the Products and/or Rental Cylinders are ready.
5.3 The Customer may, with the prior consent from PGUK, collect the Products and/or Rental Cylinders from PGUK’s premises at 28 Forth Street, Bootle, Liverpool, Merseyside L20 8JW or such other location as may be advised by PGUK within three Business Days of PGUK notifying the Customer that the Products and/or Rental Cylinders are ready (“Collection”).
5.4 Delivery is completed on the completion of unloading of the Products and/or Rental Cylinders at the Delivery Location or on Collection of the Products and/or Rental Cylinders (Delivery).
5.5 The Customer acknowledges that Collection of the Products and/or Rental Cylinders from a PGUK site or agent shall be at the Customer’s own risk and that the Customer is responsible for handling and transporting the load safety, training the driver on the hazards of the Product and/or Rental Cylinders and compliance with all relevant legislation including (without limitation) the Carriage of Dangerous Goods by Road Regulations and European Agreement concerning the International Carriage of Dangerous Goods by Road.
5.6 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. PGUK shall not be liable for any delay in delivery of the Products and/or Rental Cylinders that is caused by a Force Majeure Event or the Customer’s failure to provide PGUK with adequate delivery instructions or any other instructions that are relevant to the supply of the Products and/or Rental Cylinders.
5.7 If the Customer fails to accept delivery of the Products and/or Rental Cylinders within three Business Days of PGUK notifying the Customer that the Products and/or Rental Cylinders are ready, then, except where such failure or delay is caused by a Force Majeure Event or PGUK’s failure to comply with its obligations under the Contract in respect of the Products and/or Rental Cylinders:
5.7.1 delivery of the Products and/or Rental Cylinders shall be deemed to have been completed at 9.00 am on the third Business Day after the day on which PGUK notified the Customer that the Products and/or Rental Cylinders were ready; and
5.7.2 PGUK shall store the Products and/or Rental Cylinders until actual delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
5.8 If ten Business Days after the day on which PGUK notified the Customer that the Products and/or Rental Cylinders were ready for delivery the Customer has not accepted actual delivery of them, PGUK may resell or otherwise dispose of part or all of the Products and/or Rental Cylinders.
5.9 PGUK may deliver the Products by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
6.1 In consideration of the payment by the Customer of the applicable Fees, the PGUK agrees to provide the Services to the Customer.
6.2 PGUK shall supply the Services to the Customer in accordance with the Specification (if applicable) in all material respects.
6.3 PGUK shall use all reasonable commercial endeavours to meet any performance dates specified, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
6.4 PGUK reserves the right to amend the Specification 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 PGUK shall notify the Customer in any such event.
6.5 PGUK reserves the right in its sole and absolute discretion to reject any Order for Services.
6.6 PGUK may, in its sole and absolute discretion, add to, modify or discontinue any of the Services from time to time. In the event that such modification or deletion adversely affects any Order currently in progress then the Customer will be refunded the applicable portion of Fees in respect of that Order.
6.7 PGUK or their associates shall, having regard to other commitments and availability of suitably skilled staff, respond as soon as is reasonably practicable to any request by the Customer for work outside the scope of the Order for Services. If no specific price or charging basis for such work is agreed in writing, the Customer shall pay for all materials and expenses at PGUK’s or their associates then current list price and for time at PGUK’s or their associates current labour.
6.8 If PGUK or their associates requires to interrupt supply of Gas in order to carry out the Services, this will be by prior arrangement with the Customer except in an emergency.
6.9 The Customer shall make the Cylinders available to PGUK or their associates for the Services at the time agreed. If the Customer causes undue delay to the PGUK or their associates engineers work, then PGUK or their associates may charge for the time spent and where appropriate for travelling time, call time and expenses incurred.
7.1 PGUK warrants that on delivery the Products and/or Rental Cylinders shall:
7.1.1 conform with their description and any applicable Specification; and
7.1.2 be free from material defects in design, material and workmanship; and
7.1.3 be of satisfactory quality (within the meaning of the Sale of Products Act 1979); and
7.1.4 be fit for any purpose held out by PGUK.
7.2 Subject to clause 7.3, if:
7.2.1 the Customer gives notice in writing to PGUK within a reasonable time of discovery that some or all of the Products do not comply with the warranty set out in clause 7.1;
7.2.2 PGUK is given a reasonable opportunity of examining such Products and/or Rental Cylinders; and
7.2.3 the Customer (if asked to do so by PGUK) returns such Products and/or Rental Cylinders to PGUK’s place of business at PGUK’s cost
PGUK shall, at its option, repair or replace the defective Products and/or Rental Cylinders, or refund the price of the defective Products and/or Rental Cylinders in full.
7.3 PGUK shall not be liable to comply with the warranty set out in clause 7.1 if:
7.3.1 the Customer makes any further use of such Products and/or Rental Cylinders after giving notice in accordance with clause 7.2;
7.3.2 the defect arises because the Customer failed to follow PGUK’s oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Products and/or Rental Cylinders or (if there are none) good trade practice regarding the same;
7.3.3 the defect arises as a result of PGUK following any drawing, design or specification supplied by the Customer;
7.3.4 the Customer alters or repairs such Products and/or Rental Cylinders without the written consent of PGUK;
7.3.5 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
7.3.6 the Products and/or Rental Cylinders differ from any applicable Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
7.4 Except as provided in this clause 7 PGUK shall have no liability to the Customer in respect of the Products’ and/or Rental Cylinders failure to comply with the warranty set out in clause 7.1.
7.5 The terms implied by sections 13 to 15 of the Sale of Products Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
7.6 These Conditions shall apply to any repaired or replacement Products and/or Rental Cylinders supplied by PGUK.
7.7 For the avoidance of doubt, this clause 7 shall not apply to the provision of Services ordered by the Customer.
8.1 The risk in the Products shall pass to the Customer on completion of delivery.
8.2 Title to the Products shall not pass to the Customer until the earlier of:
8.2.1 PGUK receives payment in full (in cash or cleared funds) for the Products, in which case title to the Products shall pass at the time of payment of all such sums; and
8.2.2 the Customer resells the Products, in which case title to the Products shall pass to the Customer at the time specified in clause 8.4.
8.3 Until title to the Products has passed to the Customer, the Customer shall:
8.3.1 ss far as is reasonably possible, store the Products separately from all other Products held by the Customer so that they remain readily identifiable as PGUK’s property;
8.3.2 not remove, deface or obscure any identifying mark or packaging on or relating to the Products;
8.3.3 maintain the Products in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
8.3.4 notify PGUK immediately if it becomes subject to any of the events listed in clause 11.2.2 to clause 11.2.4; and
8.3.5 give PGUK such information as PGUK may reasonably require from time to time relating to:
(a) the Products; and
(b) the ongoing financial position of the Customer.
8.4 Subject to clause 8.5, the Customer may resell or use the Products in the ordinary course of its business (but not otherwise) before PGUK receives payment for the Products. However, if the Customer resells the Products before that time:
8.4.1 it does so as principal and not as PGUK’s agent; and
8.4.2 title to the Products shall pass from PGUK to the Customer immediately before the time at which resale by the Customer occurs.
8.5 At any time before title to the Products passes to the Customer, PGUK may:
8.5.1 by notice in writing, terminate the Customer’s right under clause 8.4 to resell the Products or use them in the ordinary course of its business; and
8.5.2 require the Customer to deliver up all Products in its possession that have not been resold, or irrevocably incorporated into another product and if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Products are stored in order to recover them.
8.6 The Rental Cylinders shall at all times remain the property of PGUK, and the Customer shall have no right, title or interest in or to the Rental Cylinders (save the right to possession and use of the Rental Cylinders subject to these Conditions.
8.7 The risk of loss, theft, damage or destruction of the Rental Cylinders shall pass to the Customer on Delivery. The Rental Cylinders shall remain at the sole risk of the Customer during the Rental Period and any further term during which the Rental Cylinders is in the possession, custody or control of the Customer (Risk Period) until such time as the Rental Cylinders are redelivered to PGUK.
8.8 In the event that the Rental Cylinders are not returned to PGUK at the end of the Rental Period, PGUK has the right to apply additional charges, which shall be determined in accordance with the capacity of the Rental Cylinders as follows:
8.8.1 £100 for each 10L Rental Cylinder
8.8.2 £200 for each 30L Rental Cylinder
8.8.3 £250 for each 50L Rental Cylinder
(‘Additional Charges’)
8.9 The Customer shall pay any invoice issued by PGUK containing any Additional Charges in accordance with clause 4.3 and 4.4.
9.1 The price of the Products shall be the price set out in the Order, or, if no price is quoted, the price set out in PGUK’s published price list in force as at the date of delivery.
9.2 PGUK may, by giving notice to the Customer at any time before delivery, increase the price of the Products to reflect any increase in the cost of the Products that is due to:
9.2.1 any factor beyond PGUK’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
9.2.2 any request by the Customer to change the delivery date(s), quantities or types of Products ordered, or the Specification; or
9.2.3 any delay caused by any instructions of the Customer or failure of the Customer to give PGUK adequate or accurate information or instructions.
9.3 The price of the Products:
9.3.1 excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to PGUK at the prevailing rate, subject to the receipt of a valid VAT invoice; and
9.3.2 excludes the costs and charges of packaging, insurance and transport of the Products, which shall be invoiced to the Customer.
9.4 PGUK may invoice the Customer for the Products on or at any time after the completion of delivery.
9.5 The Customer shall pay each invoice submitted by PGUK:
9.5.1 within 30 days of the date of Delivery, and
9.5.2 in full and in cleared funds to a bank account nominated in writing by PGUK, and
time for payment shall be of the essence of the Contract.
9.6 If the Customer fails to make a payment due to PGUK under the Contract by the due date, then, without limiting PGUK’s remedies under clause 11, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 9.6 will accrue each day at 5% a year above the Bank of England’s base rate from time to time, but at 5% a year for any period when that base rate is below 0%.
9.7 All amounts due under the Contract 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).
10.1 PGUK has obtained insurance cover in respect of certain aspect of its own legal liability for individual claims not exceeding £1 million per claim. The limits and exclusions in this clause reflect the insurance cover PGUK has been able to arrange and the Customer is responsible for making its own arrangements for the insurance of any excess liability.
10.2 References to liability in this clause 10 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
10.3 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
10.3.1 death or personal injury caused by negligence;
10.3.2 fraud or fraudulent misrepresentation;
10.3.3 breach of the terms implied by section 12 of the Sale of Products Act 1979; or
10.3.4 defective products under the Consumer Protection Act 1987.
10.4 Subject to clause 10.3, PGUK’s total aggregate and cumulative liability to the Customer in respect of all matters arising in connection with these Conditions shall not exceed the amount of Fees or Rental Payments paid to PGUK for the specific Order the Customer’s claim relates to.
10.5 Subject to clause 10.3, the following types of loss are wholly excluded:
10.5.1 loss of profits;
10.5.2 loss of sales or business;
10.5.3 loss of agreements or contracts;
10.5.4 loss of anticipated savings;
10.5.5 loss of use or corruption of software, data or information;
10.5.6 loss of or damage to goodwill; and
10.5.7 indirect or consequential loss.
10.6 This clause 10 shall survive termination of the Contract.
11.1 Without affecting any other right or remedy available to it, PGUK may terminate the Contract by giving the other party 1 months’ written notice.
11.2 Without limiting its other rights or remedies, PGUK may terminate this Contract with immediate effect by giving written notice to the Customer if:
11.2.1 the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 28 Business Days of that party being notified in writing to do so;
11.2.2 the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;
11.2.3 the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
11.2.4 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.
11.3 Without limiting its other rights or remedies, PGUK may suspend provision of the Products and/or Services and/or Rental Payments under the Contract or any other contract between the Customer and PGUK if the Customer becomes subject to any of the events listed in clause 11.2.2 to clause 11.2.4, or PGUK reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
11.4 Without limiting its other rights or remedies, PGUK 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.
11.5 On termination of the Contract for any reason the Customer shall immediately pay to PGUK all of PGUK’s outstanding unpaid invoices and interest and, in respect of Products supplied but for which no invoice has been submitted, PGUK shall submit an invoice, which shall be payable by the Customer immediately on receipt.
11.6 Termination of the Contract, however arising, 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 the Contract which existed at or before the date of termination.
11.7 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.
12.1 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 a Force Majeure Event. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for 3 months or more, or for 90 days in any 12 month period, the party not affected may terminate the Contract by giving 30 days written notice to the affected party.
13.1 Assignment and other dealings.
13.1.1 PGUK may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.
13.1.2 The Customer may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of PGUK.
13.2.1 Each party undertakes that it shall not at any time during the Contract and for a period of three years after termination or expiry of the Contract, disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or PGUKs of the other party, except as permitted by clause 13.2.2.
13.2.2 Each party may disclose the other party’s confidential information:
(a) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 13.2; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
13.2.3 Neither party shall use the other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.
13.3 Entire agreement.
13.3.1 The Contract constitutes the entire agreement between the parties.
13.3.2 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.
13.4 Variation. No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
13.5 Waiver.
13.5.1 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.
13.6 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 of the Contract is deemed deleted under this clause 13.6 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
13.7 Notices.
13.7.1 Any notice given to a party under or in connection with the Contract shall be in writing and shall be:
(a) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
(b) sent by email (in the case of notices to PGUK, to kirsty@progasesuk.com
13.7.2 Any notice shall be deemed to have been received:
(a) if delivered by hand, at the time the notice is left at the proper address;
(b) 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; or
(c) if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.
13.7.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
13.8 Third party rights.
13.8.1 Unless it expressly states otherwise, 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.
13.9 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.
13.10 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