Product Terms

Terms and Conditions for sale of Laerdal Products

THESE CONDITIONS APPLY ONLY TO CUSTOMERS WHO ARE BUSINESSES UTILISING LAERDAL’S ORDER PLACEMENT. IF YOU ARE A CONSUMER, PLEASE REFER TO LAERDAL.COM FOR OTHER TERMS APPLYING TO YOUR PURCHASE FROM LAERDAL

The Customer’s attention is particularly drawn to the provisions of Clause 13 (Limitation of liability).

1. DEFINITIONS
The following definitions apply in these Conditions.
Bribery Laws: the Bribery Act 2010 and all applicable laws in connection with bribery or anti-corruption.
Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Business Hours: the period from 9.00 am to 5.00 pm on any Business Day. Commencement Date: has the meaning given in Clause 2.2.
Conditions: these terms and conditions as amended from time to time which apply to the sale of any Products contained in the Order Confirmation.
Contract: means the Order Confirmation.
Customer: the business, entity or firm who purchases the Products from LAERDAL identified as Customer in the Order Confirmation.
Delivery Location: has the meaning given in Clause 3.1.Force Majeure Event: has the meaning given to it in Clause 16.
LAERDAL: means Laerdal Medical Limited whose registered office is c/o Begbies Chartered Accountants, 9 Bonhill Street, London, United Kingdom EC2A 4DJ and whose VAT number is GB365643337.
LAERDAL Quote: any quotation issued by LAERDAL to the Customer for any LAERDAL products or services including Products.
Modern Slavery Policy: LAERDAL’s anti-slavery and human trafficking policy in force and notified to the Customer from time to time and available to the Customer at https://laerdal.com/gb/aboutus/corporate-social-responsibility/policy-commitment-on-anti-slavery/.
Products: means Laerdal’s products (or any part of them) as set out in the Order or in a LAERDAL Quote as the case may be including any products identified in a LAERDAL Quote or Order Confirmation either as “P” or as “Products”.
Order: the Customer’s order for the supply of Products as set out in the Customer’s purchase order form or in LAERDAL’s Quote as the case may be.
Order Confirmation: has the meaning given to it Clause 2.2.
Sanctions: any laws or regulations relating to economic or financial, trade, immigration, aircraft, shipping or other sanctions, export controls, trade embargoes or restrictive measures from time to time imposed, administered or enforced by a Sanctions Authority.
Sanctions Authority: the UK, the EU, the US and the United Nations (UN) (and any other governmental authority with jurisdiction over a party or any part of its business or operations or subcontractors used in the performance of this Contract, and in each case their respective governmental, judicial or regulatory institutions, agencies, departments and authorities, including (without limitation) the UN Security Council, Her Majesty’s Treasury and the UK’s Office of Financial Sanctions Implementation and Department of International Trade, the US Department of the Treasury’s Office of Foreign Assets Control,
the US Departments of State or Commerce or any other US government authority or the European Union.
Sanctions List: any of the lists issued or maintained by a Sanctions Authority designating or identifying persons that are subject to Sanctions, in each case as amended, supplemented or substituted from time to time, including (without limitation) the UK Sanctions List, Consolidated List of Financial Sanctions Targets in the UK and the Consolidated United Nations Security Council Sanctions List, the European
Commission, the European Union Consolidated Financial Sanctions List and the US Office of Foreign Assets Control (OFAC): Consolidated Sanctions List.
Sanctions Proceedings: any actual or threatened: (a) litigation, arbitration, settlement or other proceedings (including alternative dispute resolution, criminal and administrative proceedings); or (b) investigation, inquiry, enforcement action (including the imposition of fines or penalties) by any governmental, administrative, regulatory or similar body or authority, in each case relating to, or in connection with, any actual or alleged contravention of Sanctions.
Sanctions Target: a person that is: (a) listed on a Sanctions List; (b) Owned or Controlled by a person listed on a Sanctions List; (c) resident, domiciled or located in, or incorporated or organised under the laws of, a country or territory that is subject to any Sanctions; or(d) otherwise identified by a Sanctions Authority as being subject to Sanctions.
Warranty Period: has the meaning given in Clause 4.1.

2. BASIS OF CONTRACT
2.1 These Conditions apply to and form part of the Contract between LAERDAL and the Customer where the Contract includes the sale of Products. Each Order constitutes an offer by the Customer to purchase LAERDAL’s products and/or services. Where the Order contains items designated as Products the Customer offers to purchase the Products subject to these Conditions.
2.2 The Order shall only be deemed to be accepted when LAERDAL issues written acceptance of the Order as an Order Confirmation at which point and on which date the Contract shall come into existence (Commencement Date).
2.3 The Order Confirmation is LAERDAL’s written acceptance of the Customer’s Order and contains details of all LAERDAL solutions and services (including the Products) that the Customer purchases from LAERDAL. The Order Confirmation is the entire Contract between the Customer and LAERDAL for the sale and purchase of LAERDAL’s solutions and/or services including the Products. Where the Order Confirmation also includes items or services which are not Products, these Conditions do not apply to those items or services and other additional terms will apply to those items or services as specified in
the Order Confirmation. These Conditions only apply to the sale of any Products included in the Order Confirmation.
2.4 LAERDAL may issue LAERDAL Quotes to the Customer from time to time. LAERDAL Quotes are invitations to treat only and do not constitute an offer to supply the Products or other products and services and are incapable of being accepted by the Customer.
2.5 Any samples, drawings, descriptive matter or advertising issued by LAERDAL and any descriptions of the Products contained in LAERDAL’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Products described in them. They shall not form part of the Contract nor have any contractual force.
2.6 These Conditions apply to the Contract in relation to the sale of the Products 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.
2.7 Any quotation given by LAERDAL shall not constitute an offer and is only valid for a period of 30 Business Days from its date of issue.
2.8 No terms or conditions endorsed on, delivered with or contained in the Customer’s purchase conditions, Order, specification or other document shall form part of the Contract except to the extent that LAERDAL otherwise agrees in writing. The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.
2.9 The supply of the Products shall only be upon the terms of the Order Confirmation and accept of delivery of the Products shall be confirmation of the Contract by the Customer thereto in default of any prior agreement.

3. DELIVERY OF PRODUCTS
3.1 LAERDAL shall deliver the Products to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after LAERDAL notifies the Customer that the Products are ready. The Delivery Location shall be in the United Kingdom.
3.2 Delivery of the Products will be arranged by LAERDAL on or as close as possible to the Customer’s requested delivery date subject to the LAERDAL’S existing priorities and schedules. The Customer will be advised of LAERDAL’s estimated time or date for delivery which is an estimate only and may be cancelled or revised at LAERDAL’s option. The Products comprised in any Order Confirmation may be delivered and invoiced in instalments, at LAERDAL’s discretion.
3.3 In cases where LAERDAL arranges carriage of the Products from LAERDAL’s premises it does so as agent for the Customer and the Customer will indemnify LAERDAL against all costs and liabilities relating there to.
3.4 Delivery will only be delayed at the Customer’s request if agreed in writing by LAERDAL. Any costs incurred by LAERDAL as a result of such delay shall be paid by the Customer.
3.5 If LAERDAL fails to deliver the Products, its liability shall be limited to the costs and expensescincurred by the Customer in obtaining replacement Products of similar description and quality in the cheapest market available, less the price of the Products.
3.6 Customer may request to return a return of a Product and LAERDAL shall accept a return of a Product provided that:
(i) such request is made in writing to LAERDAL within (ten) 10 days of delivery of the Product; and
(ii) the Product has not been used and is in its original, unopened and undamaged packaging with the original label intact; and
(iii) no other labels or text have been placed on the packaging; and
(iv) the Product is delivered in an outer carton containing the original packaging to an address designated in writing by LAERDAL at Customer’s cost and responsibility.
3.7 Provided that the conditions in the preceding subclause 3.6 are met, LAERDAL will refund the price paid by the Customer for the Product subject to a deduction of a ten (10%) restocking fee. Other than as set out in this clause 3, LAERDAL shall not refund any price or freight costs paid by the Customer for Products which are the subject of a cancellation or purported cancellation from the Customer after the date of the Order Confirmation.

4. QUALITY OF PRODUCTS
4.1 LAERDAL warrants that for a period of 12 months from the date of the original purchase or a time period otherwise noted in the product Directions for Use (Warranty Period), the Products shall be free from material defects in material and workmanship.
4.2 Subject to Clause 4.3, if:
(a) the Customer gives notice in writing to LAERDAL during the Warranty Period within a reasonable time of discovery that some or all of the Products do not comply with the warranty set out in Clause 4.1;
(b) LAERDAL is given a reasonable opportunity of examining such Products; and
(c) the Customer (if asked to do so by LAERDAL) returns such Products to LAERDAL’s place of business at the Customer’s cost and risk, LAERDAL shall, at its option, repair or replace the defective Products, or refund the price of the defective Products in full.
4.3 LAERDAL shall not be liable for the Products’ failure to comply with the warranty set out in Clause 4.1 if:
(a) the Customer makes any further use of such Products after giving a notice in accordance with Clause 4.2;
(b) the defect arises because the Customer failed to follow LAERDAL’s written instructions as to the storage, installation, commissioning, use or maintenance of the Products including the incorrect or improper installation of software or where there are no written instructions, the Product was used or installed in a manner inconsistent with the technical or safety standards in force in the country where it is used;
(c) the Customer alters or repairs such Products (whether by itself or through non-authorised third parties) without the written consent of LAERDAL;
(d) the defect arises due to the lack of periodic maintenance or replacement of parts due to normal wear and tear;
(e) the defect arises as a result of fair wear and tear, wilful damage, negligence, abnormal working conditions or accidents arising from fire, water, lightning, improper ventilation or any cause beyond the control of LAERDAL; or
(f) the system into which the Product is incorporated has defects; or
(g) the defect arises as a result of changes made to the Product to ensure it complies with applicable statutory or regulatory requirements or technical or safety standards in force in any country other than country for which the Product was originally designed and manufactured.
4.4 LAERDAL’s warranty does not include the repair or replacement of batteries, electrodes, soft pack, clothing, fuses, staining, discoloration or other cosmetic irregularity which does not impede or degrade Product performance.
4.5 Except as provided in this Clause 4, LAERDAL shall have no liability to the Customer in respect of the Products’ failure to comply with the warranty set out in Clause 4.1.
4.6 These Conditions shall apply to any repaired or replacement Products supplied by LAERDAL.
4.7 LAERDAL’s warranty does not affect the Customer’s statutory rights under applicable national laws in force nor the Customer’s rights against a distributor or reseller of the Product arising from their contract with the same.
4.8 As a condition of LAERDAL’s warranty, Customer must provide the original invoice or sales receipt indicating the date of purchase, the LAERDAL Product type and the name of any third party distributor or reseller. The warranty will not apply to any Products where the type or serial number of such Product has been altered, deleted, removed or made illegible.

5. INSPECTION ON ARRIVAL

Unless otherwise instructed in writing by LAERDAL on the Order Confirmation, the Customer shall inspect the Products on delivery at its destination and LAERDAL shall not be liable for any damage to or defect in the Products or for any shortage on arrival at its destination for which it would otherwise be liable hereunder unless the Customer shall have notified LAERDAL and the carrier within seven (7) days ofarrival and shall have given LAERDAL reasonable opportunity to inspect the Products concerned.

6. TITLE AND RISK
6.1 Notwithstanding delivery of the Products or of any document representing the Products the property in each item of the Products shall remain with LAERDAL until full payment has been received by LAERDAL for all Products and other items or services whatsoever supplied by LAERDAL to the Customer under this or any other Contract.
6.2 Until such receipt by LAERDAL the Customer shall:
(a) (unless otherwise agreed by LAERDAL in writing) ensure that the Products are properly stored separately or marked so that they may be readily identified as the property of LAERDAL;
(b) keep the Products in its possession and control intact and in a good state of repair and condition;
(c) keep the Products insured to their full value against all risks,
(d) not remove the Products from the United Kingdom except with LAERDAL's prior consent;
(e) keep the Products free from any charge, pledge lien or other encumbrance and from any distress, execution or other legal process; and
(f) upon request inform LAERDAL of the whereabouts of the Products and procure that LAERDAL shall have access thereto at all times on reasonable notice;
(g) not sell assign or let the Products or any interest therein.
6.3 In the event that payment for Products is overdue in whole or in part or the Customer becomes bankrupt or has a receiver, liquidator or administrator appointed in respect of its business or is otherwise shown to be insolvent, LAERDAL may (without prejudice to its other rights) recover or resell the Products or any of them and may enter upon the Customer's premises for that purpose.

7. CHARGES AND PAYMENT
7.1 The price for Products:
(a) shall be the price set out in the Order or LAERDAL’s Quote or, if no price is quoted, the price set out in LAERDAL’s published price list as at the date of the Order; and
(b) shall be exclusive of all costs and charges of packaging, insurance, transport of the Products, which shall be invoiced to the Customer.
7.2 LAERDAL reserves the right to increase the price of the Products, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Products to LAERDAL that is due to:
(a) any factor beyond the control of LAERDAL (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
(b) any request by the Customer to change the delivery date(s), quantities or types of Products ordered,
or
(c) any delay caused by any instructions of the Customer in respect of the Products or failure of the Customer to give LAERDAL adequate or accurate information or instructions in respect of the Products.
7.3 In respect of Products, LAERDAL shall invoice the Customer at any time prior to or at any time after completion of delivery.
7.4 The Customer shall pay each invoice submitted by LAERDAL:
(a) within 30 days of the date of the invoice or in accordance with any credit terms agreed by LAERDAL and confirmed in writing to the Customer; and
(b) in full and in cleared funds to a bank account nominated in writing by LAERDAL, and time for payment shall be of the essence of the Contract.
7.5 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 LAERDAL to the Customer, the Customer shall, on receipt of a valid VAT invoice from LAERDAL, pay to LAERDAL such additional amounts in respect of VAT as are chargeable on the supply of Products at the same time as payment is due for the supply of the Products.
7.6 If the Customer fails to make a payment due to LAERDAL under the Contract by the due date, then, without limiting LAERDAL’s remedies under Clause 14, 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 7.6 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%.
7.7 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).

8. DESIGN RIGHTS
LAERDAL retains full ownership of all inventions, designs, copyrights and processes relevant to the Products created by or for LAERDAL. Any drawings, specifications or manuals issued by or on behalf of the LAERDAL are copyright and confidential and the Customer may not reproduce the same or divulge the same to any third party without LAERDAL’s prior written consent. All rights subsisting in such drawings, specifications and manuals are reserved.

9. PATENTS AND OTHER INTELLECTUAL PROPERTY RIGHTS
If any of the Products have been designed, manufactured or processed either wholly or in part to the Customer's specification the Customer shall indemnify LAERDAL against all claims arising from infringement of patents, designs, copyright or any other intellectual property rights with respect thereto.

10. ANTI-BRIBERY
10.1 For the purposes of this clause 10 the expressions ‘adequate procedures’ and ‘associated with’ shall be construed in accordance with the Bribery Act 2010 and legislation or guidance published under it.
10.2 Each party shall comply with applicable Bribery Laws including ensuring that it has in place adequate procedures to prevent bribery and use all reasonable endeavours to ensure that:
(a) all of its personnel;
(b) all others associated with it; and
(c) all of its subcontractors;
(d) involved in performing the Contract so comply.
10.3 Without limitation to clause 10, neither party shall make or receive any bribe (which term shall be construed in accordance with the Bribery Act 2010) or other improper payment or advantage or allow any such bribe or improper payment or advantage to be made or received on its behalf, either in the United Kingdom or elsewhere and shall implement and maintain adequate procedures to ensure that such bribes or improper payments or advantages are not made or received directly or indirectly on its
behalf.
10.4 The Customer shall immediately notify LAERDAL as soon as it becomes aware of a breach or possible breach by the Customer of any of the requirements in this clause 10.
10.5 Any breach of this clause 10 by the Customer shall be deemed a material breach of the Contract that is not remediable and shall entitle LAERDAL to immediately terminate the Contract by notice under clause 14.

11. ANTI-SLAVERY
11.1 LAERDAL shall comply with the Modern Slavery Act 2015 and the Modern Slavery Policy.
11.2 The Customer undertakes, warrants and represents that:
(a) neither the Customer nor any of its officers, employees, agents or subcontractors has:
(i) committed an offence under the Modern Slavery Act 2015 (an MSA Offence); or
(ii) been notified that it is subject to an investigation relating to an alleged MSA Offence or prosecution under the Modern Slavery Act 2015; or
(iii) is aware of any circumstances within its supply chain that could give rise to an investigation relating to an alleged MSA Offence or prosecution under the Modern Slavery Act 2015;
(b) it shall comply with the Modern Slavery Act 2015 and the Modern Slavery Policy;
(c) it has implemented due diligence procedures to ensure compliance with the Modern Slavery Act 2015 and the Modern Slavery Policy in its business and supply chain, and those of its officers, employees, agents or subcontractors, which will be made available to LAERDAL on request at any time throughout the Contract;
11.3 The Customer shall notify LAERDAL immediately in writing if it becomes aware or has reason to believe that it, or any of its officers, employees, agents or subcontractors have breached or potentially breached any of the Customer’s obligations under clause 0. Such notice to set out full details of the circumstances concerning the breach or potential breach of the Customer’s obligations.
11.4 Any breach of clause 0 by the Customer shall be deemed a material breach of the Contract and shall entitle LAERDAL to terminate the Contract with immediate effect.
12 SANCTIONS
12.1 The Customer warrants that at the date of this Contract it is not:
(a) a Sanctions Target and has not been a Sanctions Target at any time during the period of five years immediately prior to the date of this Contract and nothing has occurred that could reasonably be expected to result in it becoming a Sanctions Target;
(b) contravening and has not contravened any Sanctions during the period of five years immediately prior to the date of this Contract; or
(c) and has not in any way been involved in any Sanctions Proceedings (other than for the sole purpose of providing information or evidence in respect of such proceedings) during the period of five years immediately prior to the date of this Contract and to the best of its knowledge and belief, having made reasonable enquiries there are no circumstances likely to give rise to any such Sanctions Proceedings.
12.2 At all times during the term of this Contract, the Customer shall:
(a) not contravene any Sanctions;
(b) not do, or omit to do, any act that will cause or lead the LAERDAL to contravene any Sanctions;
(c) implement adequate policies and procedures to ensure compliance with Sanctions; and
(d) provide such supporting evidence of compliance as LAERDAL reasonably requests; and
(e) keep at its normal place of business detailed, accurate and up to date records and books of account sufficient to enable verification of its compliance with its obligations under Clause 12.2(a) to Clause
12.2(c) and permit their audit as set out in Clause 12.3.
12.3 If LAERDAL has reasonable grounds to suspect a Sanctions Contravention, the Customer shall permit LAERDAL and its third party representatives, on reasonable notice during normal business hours to access and take copies of records and any other information on its premises and to meet with its staff to audit its compliance with its obligations under Clause 12.2(a) to Clause 12.2(c). Such audit rights shall
continue for three years after termination of this Contract. The Customer shall give all necessary assistance to the conduct of such audits undertaken pursuant to this clause. Audit access by any thirdparty representative shall be subject to such representative agreeing confidentiality obligations in respect of the information obtained, always provided that all information obtained may be disclosed to the LAERDAL.
12.4 The Customer shall as soon as reasonably practicable notify the LAERDAL in writing if:
(a) at any time during the term of this Contract, there is any fact or circumstance that would give rise to
a breach of warranties given in Clause 12.1 or Clause 12.2 if the warranties were repeated; or
(b) it becomes aware of any breach or suspected breach of this clause 12;
and it shall provide such information about such fact or circumstance or about the breach as the LAERDAL requires to comply with its obligations to any Sanctions Authority or otherwise reasonably requests.
12.5 If at any time during the term of this agreement either party becomes a Sanctions Target, is involved in Sanctions Proceedings (other than for the sole purpose of providing information or evidence in respect of such proceedings) subject to Sanctions Proceedings or contravenes Sanctions or anything occurs that could reasonably be expected to result in any of these things happening, the other party may in its absolute discretion and without affecting any other right or remedy available to it terminate this Contract with immediate effect by written notice to the other party.

13. LIMITATION OF LIABILITY
13.1 References to liability in this Clause 13 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
13.2 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;
(c) breach of the terms implied by section 12 of the Sale of Products Act 1979 (title and quiet possession);
and
(d) defective products under the Consumer Protection Act 1987.
13.3 LAERDAL shall be responsible for any personal injury or death to the extent that it is shown to be caused by any negligence on the part of LAERDAL and is not caused directly or indirectly by any misuse negligence wilful act or default by the Customer but subject to clause 13.1, in no circumstances will LAERDAL be responsible for any loss of business or profit, loss of sales or loss of agreements or contracts or any indirect or consequential loss arising for any reason including negligence on the part of LAERDAL.
13.4 The Customer will keep LAERDAL and its employees, agents and other subcontractors indemnified against any claim made by third parties relating to the Products except any claim for which LAERDAL accepts responsibility under the preceding sub-clauses.
13.5 Whereupon an inspection of the Products under clause 5 LAERDAL is satisfied that any damage to or defect in the Products or shortage arose prior to the risk therein passing to the Customer LAERDAL shall immediately at its own expense replace the Products or make good any shortage as appropriate.
13.6 Except as provided in clause 13.5, LAERDAL excludes all other terms conditions and warranties whether express or implied and whether arising by statute or otherwise relating to the capacity quality description state or condition of the Products or to their merchantability or fitness for the particular or any purpose for which they are or may be required and the Customer shall be taken to have satisfied itself as to the fitness of the Products for that purpose.
13.7 This Clause 13 shall survive termination of the Contract.

14. TERMINATION
14.1 Without affecting any other right or remedy available to it, LAERDAL may terminate the Contract with immediate effect by giving written notice to the Customer if:
(a) the Customer is in material breach of the contract including breaches of clause 10, clause 11 or clause
12 or if the Customer fails to pay any amount due under the Contract on the due date for payment;
(b) 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 [or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction];
c) the Customer suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
(d) 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.

15. CONSEQUENCES OF TERMINATION
15.1 On termination of the Contract:
(a) the Customer shall immediately pay to LAERDAL all of LAERDAL’s outstanding unpaid invoices and interest and, in respect of Products supplied but for which no invoice has been submitted, LAERDAL shall submit an invoice, which shall be payable by the Customer immediately on receipt;
(b) the Customer shall return all of LAERDAL Products which have not been fully paid for. If the Customer fails to do so, then LAERDAL may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract.
15.2 Termination of the Contract shall not affect any rights, remedies, obligations and liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
15.3 Any provision of the Contract that expressly or by implication is intended to have effect after termination shall continue in full force and effect.

16. FORCE MAJEURE
If LAERDAL’s ability to perform its obligations hereunder is limited, delayed or prevented in whole or in part by any reason whatsoever not reasonably within its control, including without limitation fire storm and tempest, pandemic, war, invasion, act of foreign enemy, hostilities (whether war be declared or not), civil war, rebellion civil strife, strikes and/or Industrial disputes or any law, rule, regulation order or other actions by any public authority, transportation delays or the refusal or delay in granting any necessary export license (each of which is a “Force Majeure Event”), LAERDAL shall be excused,
discharged and released without penalty from performance of the Contract to the extent that such performance is limited, delayed or prevented by the Force Majeure Event. In the event that the Products or any part thereof have been delivered the Customer shall pay to LAERDAL the proportion of the price appropriate to what has been delivered. In the event that nothing has been delivered and the Contract becomes impossible to perform for reasons not reasonably within LAERDAL’s control, LAERDAL's liability shall be limited to repayment to the Customer of any relevant sums paid by Customer to LAERDAL.

17. GENERAL
17.1 Assignment and other dealings
(a) LAERDAL 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 without the prior written consent of LAERDAL.
17.2 Notices.
(a) Any notice given to a party under or in connection with the Contract shall be in writing and shall be 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);
(b) Any notice shall be deemed to have been received:
(i) if delivered by hand, at the time the notice is left at the proper address;
(ii) 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
(c) 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.
17.3 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
17.3 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.
17.4 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.
17.5 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.
17.6 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.
17.7 Third party rights.
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.
17.8 Variation. No variation of the Contract shall be effective unless it is agreed in writing and signed by the parties (or their authorised representatives).
17.9 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.
17.10 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