CROWN COURIERS LTD CONDITIONS OF CARRIAGE

 
Crown Couriers Ltd (hereinafter referred to as Crown) is not a common carrier and accepts goods for carriage only upon that condition and the conditions set out below. No servant or agent of Crown is permitted to alter or vary these conditions in any way unless expressly authorised in writing to do so. These terms and conditions govern the relationship between you, the Customer (as defined below), and Crown Couriers Ltd. Please read them carefully as they affect your rights and liabilities under the law.

 
1. Definitions

1.1 In these conditions:

Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
Charges: the charges payable by the Customer for the supply of the Services in accordance with clause 8.
Commencement Date: has the meaning set out in clause 2.2.
Consignee: the person, firm or company to whom the Carrier delivers the Goods.
Consignment: goods in bulk or contained in one parcel, package or container, as the case may be, or any number of separate parcels, packages or containers sent at any one time in one load by or for the Customer from one address to one address.
Contract: each contract between Crown and the Customer for the supply of Services in accordance with these Conditions.
Crown: Crown Couriers Limited registered in England and Wales with company number 02765680.
Crown Materials: all documents, materials and other property of Crown.
Customer: the person firm or company who purchases services from Crown.
Dangerous Goods: dangerous substances listed by the Health & Safety Commission in Part one of the Authorised and Approved List of Dangerous Substances, explosives, radioactive substances and other substances presenting a similar hazard.
Goods: the goods set out in the Order and any additional goods agreed to be delivered by Crown from time to time.
Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trade-marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
Order: the Customer's order for Services as set out in the Customer's purchase order form, or the Customer's written acceptance of a quotation by Crown, or the Customer’s order for Services as agreed between the parties or overleaf, as the case may be.
Services: the services supplied by Crown to the Customer as set out in the Order
Transit: the receipt by Crown of the Goods and such onward carriage of the Goods.

1.2 Construction. In these Conditions, the following rules apply:

(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 or permitted assigns;
(c) a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
(d) any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
(e) a reference to writing or written includes faxes and e-mails.
 

2. BASIS OF CONTRACT

2.1 The Order constitutes an offer by the Customer to purchase Services in accordance with these Conditions.
2.2 The Order shall only be deemed to be accepted when Crown issues written acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date).
2.3 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of Crown which is not set out in the Contract.
2.4 Any samples, drawings, descriptive matter or advertising issued by Crown, and any descriptions or illustrations contained in Crown's catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.
2.5 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 trade, custom, practice or course of dealing.
2.6 Any quotation given by Crown shall not constitute an offer, and is only valid for a period of 20 Business Days from its date of issue.
 

3. SUPPLY OF SERVICES

3.1 Crown shall supply the Services to the Customer in accordance with the Order in all material respects.
3.2 Crown shall use reasonable endeavours to meet any performance dates specified in the Order, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
3.3 Crown shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and Crown shall notify the Customer in any such event.
3.4 Crown warrants to the Customer that the Services will be provided using reasonable care and skill.
3.5 If specifically required by the Customer, Crown may provide or sign a document prepared by the Customer and/or the Consignee acknowledging receipt of a Consignment. However, and for the avoidance of doubt, such acknowledgement shall be given without Crown inspecting the Consignment in any way and no warranty shall be given by Crown as to the condition, completeness, nature, quantity, weight or any other specific details regarding a Consignment.
 

4. CUSTOMER’S OBLIGATIONS

4.1 The Customer shall:
4.1.1 ensure that the terms of the Order and any information it provides to the Customer are complete and accurate;
4.1.2 co-operate with Crown in all matters relating to the Services;
4.1.3 provide Crown, its employees, agents, consultants and subcontractors, with access to the Customer's premises, office accommodation and other facilities as reasonably required by Crown;
4.1.4 provide Crown with such information and materials as Crown may reasonably require in order to supply the Services, and ensure that such information is accurate in all material respects;
4.1.5 prepare the Customer's premises for the supply of the Services;
4.1.6 obtain and maintain all necessary licences, permissions and consents which may be required before the date on which the Services are to start; and
4.1.7 disclose to Crown the nature of any Dangerous Goods required to be carried in the Order and, subject to Crown agreeing to transport such Dangerous Goods at Crown’s sole discretion, the Customer shall ensure that the Dangerous Goods are classified, packaged and labelled in accordance with the statutory regulations for the carriage by road of the substance declared. Transport Emergency Cards (Tremcards) or information in writing in the manner required by the relevant statutory provisions must be provided by the Customer in respect of each substance and must accompany the Consignment.
4.2 The Customer warrants that:
(a) he is either the owner of the goods or is authorised by such owner to accept these Conditions on such owner’s behalf;
(b) any special appliances required for loading or unloading the Consignment which are not carried by the vehicle will be provided by the Customer or on the Customer’s behalf;
4.3 The Customer acknowledges that Crown may sub-contract its obligation to deliver a Consignment and may employ the services of another carrier in order to fulfil a Contract.
4.4 The Customer acknowledges that carriage of goods in any consignment by rail, sea, inland waterway or air is arranged by Crown as agent of the
Customer and shall be subject to the terms and conditions of the rail, shipping, inland waterway or air carrier carrying the goods. Crown shall be under no liability whatever to whomsoever and however arising in respect of such carriage. Provided that where goods are carried partly by road and partly by other means of transport any loss, damage or delay shall be deemed to have occurred while the goods were being carried by road unless the contrary is proved by Crown.
4.5 If Crown'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):
4.5.1 Crown shall without limiting its other rights or remedies 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 to the extent the Customer Default prevents or delays Crown's performance of any of its obligations;
4.5.2 Crown shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from Crown's failure or delay to perform any of its obligations as set out in these Conditions; and
4.5.3 the Customer shall reimburse Crown on written demand for any costs or losses sustained or incurred by Crown arising directly or indirectly from the Customer Default.
 

5. LOADING AND UNLOADING

Unless Crown have agreed in writing to the contrary with the Customer:
(a) Crown shall only unload items if required to do so in accordance with the Order;
(b) Crown shall not be under any obligation to provide any plant, power or labour other than that carried by the vehicle, required for loading or unloading the Consignment;
(c) Crown shall be under no liability whatsoever to the Customer for any damage whatsoever and howsoever caused if Crown are instructed to load or unload goods requiring special appliances which have been provided by the Customer or on the Customer’s behalf; and
(d) Crown shall be under no obligation to provide the Services other than in accordance with the Order and such delivery destinations as referred to therein.
 

6. TRANSIT

6.1 Transit shall commence when Crown takes possession of the Consignment at Crown’s premises.
6.2 Transit shall (unless otherwise agreed in writing by the parties) end on Delivery unless:
a. Crown deem, in their absolute discretion, that it is unsafe to unload Goods and/or a Consignment or any part thereof, and in such circumstances Transit shall cease once the Goods and/or Consignment can be safely unloaded to the satisfaction of Crown; or
b. when for any other reason whatever a Consignment cannot be delivered or when a Consignment is held by Crown “to wait order” or “to be kept until called for” or upon any like instructions are not given or the Consignment is not called for and removed, within a reasonable time than transit shall be deemed to end.
6.3 For the avoidance of doubt, Crown shall under no circumstances be liable for any Goods or Consignment once Transit has ended.
6.4 The Customer agrees and acknowledges that unless otherwise agreed in writing by Crown, the Customer shall insure the Consignment and/or the
Goods for such value as the Customer deems appropriate. If the Customer fails to insure the Consignment/Goods, the Customer agrees and acknowledges that Crown may, in its absolute discretion, elect to insure such Consignment/Goods for such value as Crown deems appropriate and invoice the Customer for such insurance costs.
 

7. Undelivered Goods and items missing from an Order

7.1 Where Crown is unable for any reason to deliver a Consignment to the Consignee or as he may order, or where by virtue of the proviso to Condition 6(2) hereof Transit is deemed to be at an end, Crown may sell the Goods and the tender of payment of the proceeds after deduction of all proper charge and expenses in relation thereto and of all outstanding charges in relation to the carriage and storage of the Goods shall (without prejudice to any claim or right which the Customer may have against Crown otherwise arising under these conditions) discharge Crown from all liability in respect of such Goods, their carriage and storage.
Provided that:
a. Crown shall do what is reasonable to obtain the value of the Consignment, and
b. Crown shall not sell the Goods the subject of the Consignment where the name an address of the Consignee is known unless Crown shall have done what is reasonable in the circumstances to give notice to the sender or, if the name and address of the sender is not known, to the Consignee that the Goods will be sold unless within the time specified in such notice, being a reasonable time to the circumstances from the giving of such notice, the Goods are taken away or instructions are given for their disposal.
7.2 Crown shall not be liable for a. loss from a parcel, package or container or from an unpacked Consignment or for damage to a Consignment or any part of a Consignment unless notice thereof is provided to Crown in writing within three days of Delivery.
b. loss, mis-delivery or non-delivery of the whole of a Consignment or of any separate parcel, package or container forming part of a Consignment unless notice thereof is provided to Crown within seven days.
 

8. CHARGES AND PAYMENT

8.1 The Charges for the Services shall be as determined by Crown from time to time and in accordance with Crown’s confirmation of the Order.
8.2 Crown reserves the right to increase its standard daily fee rates.
8.3 Crown shall invoice the Customer weekly in arrears.
8.4 The Customer shall pay each invoice submitted by Crown:
8.4.1 within 30 days of the date of the invoice; and
8.4.2 in full and in cleared funds to a bank account nominated in writing by Crown, and time for payment shall be of the essence of the Contract.
8.5 All charges payable by the Customer under the Contract are subject to value added tax at the prevailing rate (VAT).
8.6 Without limiting any other right or remedy of Crown, if the Customer fails to make any payment due to Crown under the Contract by the due date for payment (Due Date), Crown shall have the right to charge interest on the overdue amount at the rate of eight per cent per annum above the then current Lloyds TSB plc's base rate accruing on a daily basis from the Due Date until the date of actual payment of the overdue amount, whether before or after judgment, and compounding quarterly.
8.7 The Customer shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Customer shall not be entitled to assert any credit, set-off or counterclaim against Crown in order to justify withholding payment of any such amount in whole or in part. Crown may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by Crown to the Customer.
8.8 6.2 Transit shall (unless otherwise agreed in writing by the parties) end on Delivery unless:
8.8.1 all quotations shall be based on a mileage rate calculated with reference to postcodes;
8.8.2 all quotations based on a tonnage rate shall apply to the gross weight unless:
8.8.2.1 the goods exceed 2.25 cubic meters in measurement per tonne in which case the tonnage rate shall be computed upon and apply to each measurement of 2.25 cubic meters or any part thereof; or
8.8.2.2 the size or shape of a consignment necessitates the use of a vehicle of greater capacity than the weight of the Consignment would otherwise require in which case the tonnage rate shall be computed upon and apply to the carrying capacity of such vehicle as is reasonably required.
 

9 INTELLECTUAL PROPERTY RIGHTS

9.1 All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by Crown.
9.2 The Customer acknowledges that, in respect of any third party Intellectual Property Rights, the Customer's use of any such Intellectual Property Rights is conditional on Crown obtaining a written licence from the relevant licensor on such terms as will entitle Crown to license such rights to the Customer.
9.3 All Crown Materials are the exclusive property of Crown.
 

10 CONFIDENTIALITY

A party (Receiving Party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other party (Disclosing Party), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party's business or its products or its services which the Receiving Party may obtain. The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party's obligations under the Contract, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party. This clause 10 shall survive termination of the contract.
 

11. ANTI-BRIBERY

11.1 Each party shall:
(a) comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (Relevant Requirements);
(b) not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010
if such activity, practice or conduct had been carried out in the UK;
(c) comply with any customer ethics or anti-bribery policy as Crown or the relevant industry body may update them from time to time (Relevant Policies);
(d) have and shall maintain in place throughout the term of this agreement its own policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements, the Relevant Policies and clause
11.1(b), and will enforce them where appropriate;
(e) promptly report to Crown any request or demand for any undue financial or other advantage of any kind received by the Customer in connection with the performance of this agreement.
11.2 The Customer shall ensure that any person associated with the Customer who is performing services or providing goods in connection with this agreement does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on the parties in this clause 11 (Relevant Terms). The Customer shall be responsible for the observance and performance by such persons of the Relevant Terms, and shall be directly liable to Crown for any breach by such persons of any of the Relevant Terms.
 

12. DATA PROTECTION

The Customer acknowledges and agrees that details of the Customer's name, address and payment record may be submitted to a credit reference agency, and personal data will be processed by and on behalf of Crown.
 

13. LIEN

Crown shall have a general lien against the Customer where the Customer is the owner of the goods, for any monies whatever due from the Customer to Crown. If such a lien is not satisfied within a reasonable time Crown may, at his absolute discretion, sell the goods, or part thereof, as agent of the Customer and apply proceeds towards the monies due and the expenses of the retention insurance and sale of the goods and shall, accounting to the Customer for any balance remaining, be discharged from all liability whatever in respect of the goods. Where the Customer is not the owner of the goods, Crown shall have a particular lien against said owner allowing him to retain possession, but not dispose of the goods against monies due from the Customer in respect of the Consignment.
 

14. INDEMNITY

14.1 The Customer shall indemnify Crown against all liabilities, costs, expenses, damages and losses suffered or incurred by Crown arising out of or in connection with:
14.1.1 any breach of its obligations contained herein;
14.1.2 any claim made against Crown by a third party arising out of or in connection with the provision of the Services, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of this agreement by the Customer, its employees, agents or subcontractors;
14.1.3 any claim made against Crown by a third party for death, personal injury or damage to property arising out of or in connection with the carriage of Dangerous Goods.
14.2 This indemnity shall apply whether or not Crown has been negligent or at fault.
14.3 If any third party makes a claim, or notifies an intention to make a claim, against Crown which may reasonably be considered likely to give rise to a liability under this indemnity (a Claim), the Customer shall:
14.3.1 as soon as reasonably practicable, give written notice of the Claim to Crown, specifying the nature of the Claim in reasonable detail;
14.3.2 not make any admission of liability, agreement or compromise in relation to the Claim without the prior written consent of Crown;
14.3.3 give Crown and its professional advisers access at reasonable times (on reasonable prior notice) to its premises and its officers, directors, employees, agents, representatives or advisers, and to any relevant assets, accounts, documents and records within the power or control of the Customer, so as to enable Crown and its professional advisers to examine them and to take copies for the purpose of assessing the Claim; and
14.3.4 subject to the Customer providing security to Crown to Crown’s reasonable satisfaction against any claim, liability, costs, expenses, damages or losses which may be incurred, take such action as the Customer may reasonably request to avoid, dispute, compromise or defend the Claim.
 

15 LIMITATION OF LIABILITY - THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE

15.1 This clause 15 sets out the entire financial liability of Crown (including any liability for the acts or omissions of its employees, agents, consultants and subcontractors) to the Customer in respect of:
15.1.1 any breach of these Conditions however arising;
15.1.2 any use made by the Customer of the Services, the Goods, the Consignment or any part of them; and
15.1.3 any representation, statement or tortious act or omission (including negligence) arising under or in connection with this agreement.
15.2 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from these Conditions.
15.3 Nothing in this agreement limits or excludes the liability of Crown:
15.3.1 for death or personal injury resulting from its negligence; or
15.3.2 fraud or fraudulent misrepresentation; or
15.3.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982.
15.4 Subject to clause 15.2 and clause 15.3:
15.4.1 Crown shall not under any circumstances whatever be liable for loss of profits; loss of business; depletion of goodwill and/or similar losses; loss of anticipated savings; loss of goods; loss of contract; loss of use; loss of corruption of data or information; or any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses; and
15.4.2 Crown's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of this agreement shall in all circumstances be limited to £25,000.00.
15.5 Crown shall not in any circumstances be liable in respect of a Consignment where there has been fraud on the part of the Customer or owner of the goods or the servants or agents of either in respect of that Consignment.
15.6 For the avoidance of doubt, the value of any Consignment shall be determined in the Order and, should this be unclear, it shall be the replacement cost the Customer has insured the Consignment for subject to the limitations contain in this condition 15.
15.7 This condition 15 shall survive termination of the Contract.
 

16 TERMINATION

16.1 Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if:
16.1.1 the other party commits a material breach of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach;
16.1.2 the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
16.1.3 the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;
16.1.4 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company);
16.1.5 the other party (being an individual) is the subject of a bankruptcy petition or order;
16.1.6 a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is leviedor enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
16.1.7 an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (being a company);
16.1.8 a floating charge holder over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
16.1.9 a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
16.1.10 any event occurs or proceeding is taken with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in condition 16.1.2 to condition 16.1.9 (inclusive);
16.1.11 the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; or
16.1.12 the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.
16.2 Without limiting its other rights or remedies, Crown may terminate any Contract with immediate effect by giving written notice to the Customer if the
Customer fails to pay any amount due under this Contract on the due date for payment.
16.3 Without limiting its other rights or remedies, each party shall have the right to terminate any Contract by giving the other party one months' written notice.
16.4 Without limiting its other rights or remedies, Crown shall have the right to suspend provision of the Services under the Contract or any other contract
between the Customer and Crown if the Customer becomes subject to any of the events listed in condition 16.1.2 to condition 16.1.9 (inclusive), or Crown 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.
 

17 CONSEQUENCES OF TERMINATION

On termination of the Contract for any reason:
 
17.1.1 the Customer shall immediately pay to Crown all of Crown's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, Crown shall submit an invoice, which shall be payable by the Customer immediately on receipt;
17.1.2 the Customer shall return all of Crown Materials which have not been fully paid for. If the Customer fails to do so, then Crown 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;
17.1.3 the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall not be affected, 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; and
17.1.4 clauses which expressly or by implication have effect after termination shall continue in full force and effect.
 

18 GENERAL

18.1 Force majeure:
18.1.1 For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of Crown including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of Crown or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
18.1.2 Crown shall not be liable to the Customer as a result of any delay or failure to perform its obligations under a Contract as a result of a Force Majeure Event.
18.1.3 If the Force Majeure Event prevents Crown from providing any of the Services for more than four weeks, Crown shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Customer.
18.2 Assignment and subcontracting:
18.2.1 Crown may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.
18.2.2 The Customer shall not, without the prior written consent of Crown, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
18.3 Notices:
18.3.1 Any notice or other communication required to be given to a party under or in connection with this Contract shall be in writing and shall be delivered to the other party personally or sent by prepaid first-class post, recorded delivery or by commercial courier, at its registered office (if a company) or (in any other case) its principal place of business, or sent by fax to the other party's main fax number.
18.3.2 Any notice or other communication shall be deemed to have been duly received if delivered personally, when left at the address referred to above or, if sent by pre-paid first-class post or recorded delivery, at 9.00 am on the second Business Day after posting, or if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed, or if sent by fax, on the next Business Day after transmission.
18.3.3 This condition 18.3 shall not apply to the service of any proceedings or other documents in any legal action. For the purposes of this clause, "writing" shall not include e-mails and for the avoidance of doubt notice given under this Contract shall not be validly served if sent by e-mail.
18.4 Waiver:
18.4.1 A waiver of any right under the Contract is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default.
No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
18.4.2 Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.
18.5 Severance:
18.5.1 If a court or any other competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.
18.5.2 If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
18.6 No partnership: Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.
18.7 Third parties: A person who is not a party to the Contract shall not have any rights under or in connection with it.
18.8 Variation: Except as set out in these Conditions, any variation, including the introduction of any additional terms and conditions, to the Contract, shall only be binding when agreed in writing and signed by Crown.
18.9 Governing law and jurisdiction: This Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.

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