Terms & Conditions

Foresolutions

1 The Hiring
1.1 Event Communications & Foresolutions (“the Owner”) shall hire and you (“Hirer”) shall take on the equipment shown overleaf subject to these Terms and Conditions.
2 Duration
2.1 Hire of the equipment is on a weekly basis and in calculating duration the day of commencement and termination will be included as will public holidays, Saturdays and Sundays. A week means seven consecutive days. Where hire of the equipment is for part of a week the Hirer will be charged for one complete week.
3 Delivery of Equipment, Risk, Loss and Insurance
3.1 The period of hire commences effective on the day the Owner delivers the equipment to the Hirer in accordance with the express Instructions given or otherwise and the period of hire terminates on the day the equipment is returned by the Hirer to the Owner. You have selected/ordered the equipment and will thoroughly inspect it on delivery to ensure that it meets your requirements. If you are not satisfied with the equipment you must notify and Owner in writing within forty-either hours of the arrival of the equipment. If the Hirer fails to give such notice then the equipment shall be conclusively presumed to be in all respects in accordance with the order and accordingly the Hirer shall be deemed to have accepted the order of the equipment in question and the Owner shall have no liability for the Hirer with respect to the delivery.
3.2 If the Hirer rejects any delivery of the equipment which is not in accordance with the order, the Owner shall within forty-eight hours of being requested to do so by the Hirer supply replacement equipment which is in accordance with the order and if not able to do so shall notify the Hirer and the Hirer may thereafter cancel the order.
3.3 Delivery will be effective by the Owner to the Hirer at the Hirer’s premises as stated in the Order. After delivery if the Hirer requires the equipment to be transported to a location elsewhere and the Owner agrees you will be responsible and shall pay the cost to the Owner of that alternative delivery. The owner shall have no liability whatsoever in respect of carriage and delivery of the goods to any place other than the Owner’s premises as stated in the order.
3.4 Risk in the equipment passes to you on delivery. You will then be responsible at all times for the equipment and for any damage, deterioration or loss of the equipment with the exception of fair wear and tear. On return of the equipment you will pay to the Owner on demand any costs incurred by the Owner in respect of any damage, deterioration or loss thereby occasioned.
3.5 With the exception of fair wear and tear, where equipment is lost, damaged or destroyed beyond repair or cannot be collected if so required then you will pay on demand to the Owner the compensation value. Until such payment is made you will continue to be liable and will pay the hire charges. Payment of the compensation value does not give you title to the equipment and the Owner has the right to enter your premises to recover possession of such equipment.
3.6 You must from the time of delivery insure the equipment for the compensation value and against claims for injury, loss or damage caused by use of the equipment with an Insurer of repute. The Owner may demand to see proof of that Insurance on delivery or at any time throughout the hire period. You must tell the insurer who owns the equipment and to note the Owner’s interest in the equipment. You must pay all the insurance premiums on time and comply with all the conditions of your insurance 5 Hiring Charges
5.1 The charges for hiring the equipment is subject to written quotation by the Owner. The quotation will be valid for a period of 90 days.
5.2 Subsequent to the equipment being taken on hire, the Owner unconditionally reserves the right to vary the hire charges and in the event of such change the Owner will notify the Hirer in writing. The change in charges will apply 7 days subsequent to the date of notification.
5.3 Notwithstanding clause 4.1 above, where the Hirer wishes the Owner to collect the equipment the Hirer mush first complete and return to the Owner the collection request form. The hire charges will continue to be payable until the equipment is returned to the owner
5.4 Payment by you of the hire charges will include VAT (at the rate then in force) or any other form of taxation. Payment is to be made against an invoice within thirty days of the date thereof. The Owner reserves the right to charge interest on late payment at 3% above the bank base rate current and as applied by the Bank of Scotland as at the date of such late payment.
5.5 Credit is by application only and is subject to status. A returnable deposit may be required. Credit terms are thirty days net and the owner reserves the right to charge interest at a rate of 3% above the base rate of the Clydesdale Bank on the outstanding balance
5.6 You may not deduct any sums due to the Owner or hire charges or delivery (where applicable) on account of any alleged claim or dispute against the Owner.
6 The Hirer’s Obligations
6.1 The Hirer shall during the continuance of this agreement take proper care of the equipment To avoid damage whether from misuse or other causes. If any damage of any nature is caused to the equipment over and above reasonable wear and tear the Hirer will be responsible for the repair costs or compensation value of the equipment.
6.2 You must not alter or modify the equipment in any way
6.3 As requested, the Hirer must allow the Owner any reasonable time on reasonable notice being given with the Owner to inspect the equipment.
7 Rights of the Owner
7.1 The legal and equitable title remains at all times with the Owner
7.2 The Hirer shall not assign, transfer, sub-let or delegate or otherwise purport to assign, transfer, sub-let or delegate any of its rights and obligations hereunder to anyone else, in particular you must not part with possession of or change the location of the equipment. You must not do anything which could prejudice the Owner or jeopardise the Owner in connection with the equipment or its use.
7.3 If you do wish to transfer the equipment to a third party then you must first obtain the express written permission of the owner and the transfer must take place in a manner directed by the Owner.
7.4 In the event that there is a transfer of equipment which is disputed the equipment will remain charged to you until such time as the dispute has been resolved.

4 Return of Equipment and Termination.
4.1 You may terminate the agreement for hire on a minimum of fourteen days’ notice in writing being given to the Owner. If any such lessor period of notice is given then the Hirer shall pay 50% of the remaining hire charges for the relevant hire period. On termination you must then return the equipment, or arrange for its collection, to the Owner’s premises. In this event the following applies and you will be responsible for (this assumes you will want to collect rather than the other way round)
a. Transport costs incurred by the Owner for the collection of the equipment from its location and its return to the Owner’s premises;
b. Where the equipment is not made available or the Owner cannot gain access to premises or the equipment within the premises or where the equipment has been relocated you will pay all costs and expenses incurred by the Owner in gaining access, discovering location and securing removal of the Equipment:
c. The cost of any loss, damage to or destruction of the equipment as contained in clauses 3.4 and 3.5
Your right to possession of the equipment shall cease and the agreement terminated if:
a. You commit a breach of this agreement;
b. You make a voluntary arrangement with your creditors or (being an individual or firm) become bankrupt or (being a company) become subject to an administration order or go into liquidation (otherwise and for the purposes of amalgamation or reconstruction);
c. You do anything which in the option of the Owe3ner falls into question or anyway puts in doubt the Owner’s interest in the equipment.
If this clause applies then, without limiting any other right or remedy available to the Owner, the Owner may cancel the agreement or suspend any further deliveries under the agreement without any liability to the hirer, and if the equipment has been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
8 Indemnity
8.1 Subject as expressly provided in these terms, all warranties, conditions or other terms implied by statute of common law are excluded to the fullest extent permitted by law.
8.2 The Hirer will indemnity the Owner against any damages, losses, costs, claims and expenses due to any loss or damage, howsoever caused.
8.3 Clause 8.1 will not exclude or restrict the Owners liability under law for death or personal injury for which the owner may be held responsible you must give immediate notice to the Owner by telephone and confirm with full details in writing.
8.4 You must not make any admissions otherwise accept liability to any other person or make any offers or promises of payment.
8.5 Except in respect of death or personal Injury by the Owner’s negligence, or liability for defective products under the Consumer Protection Act 1987, the Owner shall not be liable to the buyer by reason of any representation (unless fraudulent) or any implied warranty, condition or other term, or any duty of common law, or under the express terms of the agreement, for loss of profit or for any indirect, special or consequential loss or damage, costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of the seller, its employees or agents or otherwise) which arise out of connection with the hire of the equipment or their use by the Hirer and the entire liability of the Owner under or in connection with the agreement shall not exceed the price of the hire of the equipment, except as expressly provided in the terms. The hirer will be invoiced in advance either for every four weeks or for the total hire period, whichever is the shorter.
9 General provisions
9.1 All the conditions of hire set out in the terms herein replace any other terms and conditions which may previously have been agreed.
9.2 You must ensure that installation and use by you of the equipment complies with all statutory requirements and regulations as may be in force.
9.3 Any notices or demands shall be effected by delivery or pre-paid first class post. Notice must be sent to or delivered to our address given above. Notices or demands from us to you must be sent or delivered to your address given overleaf. All notices sent by ordinary pre-paid post shall, unless otherwise stated, be deemed to have been delivered two days after posting.
9.4 This agreement shall be governed by the laws of England, and the Hirer agrees to submit to the non-exclusive jurisdiction of the English Courts.
10 Divisibility Clause
This contract is divisible. Each delivery made hereunder: 1) shall be deemed to arise from a separate contract, and 2) shall be invoiced separately and any invoice for a delivery shall be payable in full in accordance with the terms of payment provided for herein without reference to and notwithstanding any defect of default in delivery of any other instalment

ForeTrack

Definitions
The following definitions apply to these terms and conditions:
‘Agent’ is a third party organisation appointed by Foretrack to promote and or assist this service.
‘Fleet Management Services’, ‘FMS, or ‘the Service’ is the GPRS data transmission and the hosted internet based web management facility to include the standard features, reporting and customer alerts
‘FMSA’ or ‘agreement’ is the Fleet Management Services Agreement overleaf, of which these terms and conditions form part. ‘Customer’ the person(s) or corporate body named in the FMSA.
‘Foretrack’ is Foretrack, a division of Foresolutions Ltd, company number 01392996, registered office; Unit 3, Crosshouse Centre, Crosshouse Road, Southampton SO14 5GZ.
‘Equipment’ the equipment used by the customer in connection with FMS
‘Installation Charge’ the installation charge for each item of Equipment as set out on the FMSA.
‘FMS Charge’ the FMS charge for the services set out on the FMSA subject to adjustment as set out in these terms and conditions.
1. Fleet Management Services
i. Foretrack agrees to provide Fleet Management Services and the Customer agrees, for itself, and on behalf of persons authorised by the Customer, to utilise Fleet Management Services on these terms and conditions.
ii. Foretrack may appoint third party organisations or individuals to promote the Fleet Management Services and to assist in the administration process of customers entering into this agreement. A list of our appointed agents is available on request.
2. Provision of and use of the service
i. Acceptance of delivery is acceptance of these terms and conditions.
ii. Service is not fault free and it may be impaired by, geographical, atmospheric or other conditions or circumstances beyond our control and you will be entitled to the quality of service generally provided by a competent vehicle tracking service provider
iii. If you require email updates it is a requirement of this service that you provide us with a current email address and that you maintain this address and advise us promptly of any changes to it. It is your responsibility to verify that your mailbox is in proper working order and you must assume the risk of all consequences for errors in sending and receiving email, unless caused by our negligence. This also applies to text updates and correct SMS number updates. Please note these will be charged even if not delivered due to you not notifying us of changes.
iv. It is the customer’s responsibility to ensure the equipment is used for legal purposes. Foretrack cannot be held responsible for the use of the kit after dispatch from our premises.
3. Installation Charge
i. Installation charge as per Client Order Form
ii. The customer shall pay the installation charge prior to the connection of Equipment to, and the provision of, FMS.
iii. Foretrack’s approved installers will do their best to install the equipment within 2 weeks of delivery. In the unlikely event of delay Foretrack will accept no liability for consequences or costs of such delay.
iv. All of the equipment is the responsibility of the customer & must be returned to Foresolutions after de-installation
Within 7 days or the customer will be charged at the full RRP
Installation charges as follows; Install / Re-Install / De-Install £99; Service Call/ Swap-Out £99; De-Reinstall Same Day £120; Cancellation of any Install requires 2 working days notice or full charge will apply
4. FMS Charge
i. The FMS Charge will be chargeable after 2 weeks from the date of the delivery or from the date the device is installed, whichever is earlier, unless otherwise agreed in writing by Foretrack.
ii. The customer shall pay the FMS charge, without deduction, set off or withholding within 14 days of the date of invoice. Payment will be by direct debit unless Foretrack otherwise agree.
5. Charges for Service
i. We reserve the right to make a charge for our reasonable administration costs, which we incur in the case of late payment or non- payment of charges. Without prejudice to the foregoing, if the Customer cancels a direct debit without our written authorisation then an administration fee of £100 will be payable by the Customer.
ii. Payment for orders for hardware, service calls, installations, deinstallations and accessories will be taken by direct debit 30 days from the point of invoice
iii. You are liable for all charges arising under this agreement whether incurred by you or anyone else using the FMS (with or without your knowledge)
iv. By signing the agreement you accept a monthly FMS charge plus additional charges for text message (SMS) alerts.
v. Text message (SMS) alerts will be charged two months in arrears. On termination of this contract you may not cancel your Direct Debit for a further three months to cover any outstanding charges for text message alerts yet to be billed.
vi. Email alerts are provided as part of the FMS free of charge unless they are forwarded to a mobile phone as a text message (SMS), in which case they are chargeable.
vii. Devices will be programmed by Foretrack with default configuration settings. Devices will also be configured for use with Standard UK Mapping. Any additional costs incurred through altering these settings will result in the Customer being billed for the additional cost. The Customer will accept responsibility for these amounts.
viii. If equipment is taken outside of the UK (with or without your permission) you will be liable for network roaming charges.
ix. Unless otherwise stated monthly charges incurred for periods of less than a month will be charged as follows: connections made between 1st and 15th of the month will be charged for a full month, connections made from 16th to 31st of the month will be charged for half a month.
x. Subject to a credit check, we may require prepayment upfront of 3 months service charge as deposit.
6. Length of Agreement
i. In order for applications to be processed, Foretrack must receive a copy of your purchase order on company headed paper complete with Company Registration Number. For your order to be dispatched Foretrack must receive a hard copy of the FMS agreement and the purchase order sent to us by 1st class post. No orders will be dispatched until these have been received.
ii. Applications will only be processed on receipt of correctly and fully completed paperwork.
iii. This agreement commences, following acceptance of your application by Foretrack, on the day in which your tracking system is delivered.
iv. This agreement shall be effective for the full length of the contract as stated over page. The Customer may terminate this agreement on giving 3 months notice prior to the end of the contract date.
v. At the end of the 36 month period, the agreement will continue unless the customer shall give not less than 3 months written notice or it is terminated pursuant to the termination provisions of this agreement.
vi. Written notice to terminate this agreement can be given in writing with not less than 3 months notice
We agree subject to acceptance by us of an order, to supply you with the services and equipment requested in your order subject tothe terms and conditions of this agreement, and payment of the charges. Any alternative terms appearing on or referred to in any other communication (whether oral, in writing or by electronic means) by you for the purpose of placing orders shall be ineffective
vii. Notice to terminate your Agreement at the end of your contract must be in writing and delivered by hand or sent by registered post to us at: Unit 3, The Crosshouse Centre, Crosshouse Road, Southampton SO14 5GZ or by Email
The notification must contain full details of all the devices to be disconnected, account holder signature and date.
7. Equipment & Repair
i. The hardware equipment must be provided and supplied by Foretrack; no other hardware may be used under this agreement for connection to FMS.
ii. The hardware equipment must be installed only by a qualified fitter approved by Foretrack. The equipment must comprise the minimum components (including accessories, vehicle kits and antennae) recommended by Foretrack prior to connection.
iii. The hardware equipment is subject to the specific warranty offered by the manufacturer, subject to their terms and conditions. To be eligible for the right of repair under manufacturer warranty, whilst connected to the Foretrack network customers must only use, from the point of original installation, hardware, components, cables, antennas and fitters recommended and approved by Foretrack. This also applies to any deinstallations and reinstallations when the customer must again only use Foretrack’s nominated components and fitters.
iv. If faults occur to the tracking system as a result of hardware, components, cables and antennas other than those supplied and approved by Foretrack or unapproved installation then the right of repair under manufacturer warranty will be void. In such cases customers accept full liability and will be charged for replacement parts and equipment along with labour, including any IT support or diagnostic time, at an hourly rate set by us.
v. The right of repair does not apply if you or anyone else (with or without your knowledge) damages the equipment, or uses it for a purpose or in a context, other than in accordance with Foretrack’s instructions and advice.
vi. Your acceptance of the equipment shall take place when you take delivery or possession of the equipment. Risk in the equipment passes to you upon delivery. Any faulty units or equipment must be returned within 7 days
8. Sim Card
i. Where a SIM card is provided and fitted to the device for the Customer’s use, the SIM card shall remain the property of Foretrack on loan to the customer for use only in relation to FMS.
v. Any SIM card provided must be returned on the suspension or termination of FMS. All of the equipment is the responsibility of the customer & must be returned to Foresolutions after deinstallation within 7 days or the customer will be charged at the full RRP
ii. Risk and responsibility for the SIM card rests with the Customer, who undertakes to keep the SIM card secure. Any loss, theft or damage to a SIM card must be reported to the agent listed on the FMSA immediately.
iii. The use of the SIM card is restricted to the provision of the FMS. The Customer shall be responsible for charges incurred by reason of the unauthorised use of the SIM card and Foretrack shall not be liable for any loss or liability incurred by the Customer resulting from any such unauthorised use.
iv. The SIM card shall at all times remain our property
9. Your Responsibilities
i. You must use your tracking system, SIM card and the service in the way described in the User Guides or other instructions issued by us.
ii. You do not have the authorisation to change the IP address programmed into the tracking device. In such an event the device will immediately be reprogrammed to the original IP address. Users will be liable for administration and service charges for time and labour incurred as a result of an unauthorised reprogramming.

iii. The IP address programmed into the device remains the property of foretrack.
10. Continuation of Agreement
i. This agreement and the obligation of the Customer to pay FMS Charges shall not be affected by (i) loss or theft of Equipment and or
(ii) any damage, or repairs needed, to or maintenance of the Equipment.
ii. The customer agrees that it shall continue to pay all FMS Charges and Connection Charges and all future sums that would have been payable during the term of this FMSA in relation to any lost, stolen or equipment damaged beyond repair unless and until the equipment is replaced by replacement equipment recognised and approved by Foretrack.
11. Alterations and Extensions
i. The customer undertakes that neither it nor any other person shall carry out repairs to, adapt, test, make additions or attachments or otherwise alter the Equipment whilst this FMSA is in force. Any alterations or extensions to the Equipment or FMS, or requested by the Customer and authorised by Foretrack shall be carried out only by or as directed by any duly authorised agent at the Customer’s expense.
12. Terms of the Agreement
i. Nothing in this agreement shall create or be deemed to create a partnership between parties.
ii. If any of the provisions of this agreement is or becomes invalid, illegal or unenforceable, the validity or enforceability of the remaining provisions shall not in any way be affected or impaired.
13. This Agreement
i. In signing this Agreement , you agree that this agreement applies to all and any device(s), which you connect to the Foretrack system. You may provide a written instruction by Purchase Order or email to add further devices. All such devices will be deemed to form part of this agreement and you will be bound by all the conditions of this agreement for such devices. Payment for any such further devices will be collected monthly by Direct Debit. Once you connect or arrange to have connected a device(s) onto the Foretrack system it will be deemed that you have expressively agreed to the device(s) forming part of these contract terms and to be bound by the full terms of this agreement.
14. Changes to the Agreement
i. We may change this agreement. Changes will be posted in our website www.foretrack.co.uk/TermsConditions.htm. Please check this regularly for updates.
15. Statutory Provisions
i. The customer agrees that it will comply with all statutory provisions relating to wireless telegraphy, and that specifically, it will not use FMS for any improper, immoral or unlawful purpose, and will provide Foretrack or its authorised agent with all necessary information as reasonably requested and will indemnify Foretrack against every liability cost or claim or loss that Foretrack incurs or may incur as a result of the failure by the Customer or anyone on its behalf to comply with this condition.
16. Limitation of Liability.
Note: The Customers attention is specifically drawn to the provisions of this condition that limits the liability of Foretrack.
i. Except as expressly set out in this condition all warranties, terms and conditions, and representations, whether express or implied, and whether arising in contract or under common law or by statute are excluded to the fullest extent permissible by law
ii. Foretrack does not exclude liability for death or personal injury resulting from the negligence of Foretrack or its employees.
iii. Foretrack will not be liable for any direct loss or damage, or any indirect, consequential or special loss or damage (even if Foretrack were aware of that loss) or for any loss caused by delay or the non availability or use of FMS and in particular (but without limiting the generality) shall not be liable for financial loss, loss of profit, loss of business or contracts, loss of opportunity or loss of operating time.
iv. Except for liability for death or personal injury resulting from the negligence of Foretrack or its employees, the total aggregate liability of Foretrack under this agreement shall in no circumstances exceed a sum equal to the amount of FMS charges for the first 12 months payable under this FMSA.
v. The Customer accepts that if the limitations were not included in these terms and conditions Foretrack would need to insure against the liability which cost would then have to be added by Foretrack to the cost of FMS. The customer accepts that the limitations are therefore reasonable in all the circumstances and passes the test of reasonableness under the Unfair Contracts Terms Act 1977 (as amended).
vi. Each of the provisions of this condition are to be construed as a separate limitation applying and surviving if for any reason on or other of the provisions are found to be inapplicable in any circumstances and shall remain in force notwithstanding any termination of this FMSA.
17. Force Majeure
i. Foretrack shall not be liable for any delay or failure to perform this agreement or for any loss or damage which may be incurred by the Customer due to any cause beyond the reasonable control of Foretrack including without limitation, act of God, inclement weather, failure or shortage of power supplies, flood, drought, lightening, fire, industrial action, act of emission of Government, highway authorities, public telecommunications operators or other competent authority, war, military operations, riot, difficulty or delay in manufacture or supply of any goods or services.
18. Suspension and Termination
i. Foretrack, may immediately and without notice suspend FMS during any technical failure or modification of its or any supplier’s network
ii. Foretrack may suspend or terminate this agreement, immediately and without notice
a) If the Customer is in breach of any of these terms and conditions
b) If the Customer shall fail to pay the FMS Charges or Connection Charges on or before the due date for payment
c) If the customer being a limited company, has an administrator, or liquidator appointed or a petition is presented for winding up or a receiver appointed over all or any part of its assets, or enters into a creditors voluntary arrangement or composition with its creditors.
d) If the Customer is not a limited company, it, or any officer or partner, commits an act of bankruptcy or makes an arrangement with its creditors
iii. Suspension of FMS shall be without prejudice to any other right or remedy that Foretrack may have and the Customer shall continue to pay FMS Charges and Connection Charges during any period of suspension.
19. Consequences of termination
i. If this agreement is terminated for any reason the Customer shall pay on demand all arrears of FMS Charges and Connection Charges up to the date of termination and all future sums that would have been payable during the term of this FMSA if it had not been so terminated.
20. Late Payment
i. Without prejudice to any other right of Foretrack to treat a default in payment as a breach of this agreement, the customer shall pay interest on any sum not paid on the due date at the rate of 4% over the base rate of HSBC Bank calculated on a daily basis from the date payment was due until actual receipt of payment whether before or after judgment.
21. Licenses
i. Licenses, public telecommunication operator lines and commissioning charges, if necessary must be secured and paid for by the Customer. Foretrack will through its authorised agent assist in any negotiations (without obligation on their part). The Customer will be responsible for all additional charges that may be incurred and shall pay any additional FMS Charges as may be required at any time during the continuance of this FMSA in respect of telecommunication operator lines. The Customer shall provide if required and maintain dedicated mains electricity or battery points and suitable earth connection in an agreed position for the satisfactory operation of FMS.
22. Alteration to Terms and Conditions
i. This agreement and any documents referred to in it represents the entire understanding of the parties and supersedes any other agreements and representations made by either party whether oral or written in relation to the subject matter of this agreement. This agreement may only be modified if those modifications are in writing and signed by the duly authorised representatives of the parties. Nevertheless Foretrack may vary this agreement by written notice to the Customer if required under the terms of new legislation, statutory instruments, governmental or OFTEL regulations or license or codes of practices or any variation to any supply agreement to Foretrack by its suppliers or network providers.
23. Value Added Tax
i. All amounts payable under this agreement are liable to value added tax which will be added to all amounts invoiced.
24. Assignment and Transfer of Equipment
i. The Customer shall not assign, sub-let or delegate or otherwise deal with all or any of its rights and obligations under this agreement without the prior written consent of Foretrack.
ii. The Customer shall not whilst this FMSA is in force remove the Equipment from any vehicles or premises in which it has been installed or transfer to any other vehicle or premises except where the Equipment is transferred to another vehicle by a qualified installer and with the prior written approval or Foretrack (who may act through it’s authorised agent).
iii. You cannot transfer the service to anyone else unless we agree in writing.
iv. We shall be entitled to fully assign or transfer our rights and obligations under this agreement or any part of it in the same terms to any third party.
25. Notices
i. Any notice to be given under this agreement shall be given by sending it pre-paid first class post to the principal place of business of the recipient (or other address notified for service) and shall be deemed to be served 2 days after despatch.
26. No Waiver
i. Failure by either party to exercise or enforce any right conferred by this agreement shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement thereof or of any other right on any later occasion.
27. Governing Law
This Agreement shall be governed by and construed in accordance with English Law and the parties submit to the jurisdiction of the English Courts.

28. Divisibility Clause
This contract is divisible. Each delivery made hereunder: 1) shall be deemed to arise from a separate contract, and 2) shall be invoiced separately and any invoice for a delivery shall be payable in full in accordance with the terms of payment provided for herein without reference to and notwithstanding any defect of default in delivery of any other instalment