1.1 The definitions and rules of interpretation apply to these conditions.
Buyer: the person, firm or company who purchases the Goods from MIS Leisure Ltd and who, by entering into this Contract with MIS Leisure Ltd, is warranting that it is acting in the course of its trade or business.
Contract: any contract between MIS Leisure Ltd and the Buyer for the sale and purchase of the Goods, incorporating these conditions.
Delivery: completion of delivery of an Order by the Buyer or its nominated agent taking physical possession of the Goods
Delivery Date: the date on which the Goods are delivered to or collected by the Buyer or, if MIS Leisure Ltd tried to deliver the Goods but is unable to, the date on which MIS Leisure Ltd attempted to have the Goods delivered.
Delivery Point: the place where delivery of the Goods is to take place.
Goods: any goods agreed in the Contract to be supplied to the Buyer by MIS Leisure Ltd (including any part or parts of them).
MIS Leisure Ltd: MIS Leisure Ltd a Partnership Registered at 242 RAKE LANE, WALLASEY, MERSEYSIDE, CH45 1JR who shall be the supplier of the Goods
1.2 A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.
1.3 Words in the singular include the plural and in the plural include the singular.
1.4 Condition headings do not affect the interpretation of these conditions.
2. APPLICATION OF TERMS
2.1 Subject to any variation under condition 2.3 the Contract shall be on these conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification or other document).
2.2 No terms or conditions endorsed on, delivered with or contained in the Buyer's purchase order, confirmation of order, specification or other document shall form part of the Contract simply as a result of such document being referred to in the Contract.
2.3 These conditions apply to all MIS Leisure Ltd's sales and any variation to these conditions and any representations about the Goods shall have no effect unless expressly agreed in writing and signed by a Partner of MIS Leisure Ltd. The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of MIS Leisure Ltd which is not set out in the Contract. Nothing in this condition shall exclude or limit MIS Leisure Ltd's liability for fraudulent misrepresentation.
2.4 Each order or acceptance of a quotation for Goods by the Buyer from MIS Leisure Ltd shall be deemed to be an offer by the Buyer to buy Goods subject to these conditions.
2.5 No order placed by the Buyer shall be deemed to be accepted by MIS Leisure Ltd until an acceptance of the order is confirmed by MIS Leisure Ltd, by whatever means appropriate, or (if earlier) MIS Leisure Ltd delivers the Goods to the Buyer.
2.6 The Buyer shall ensure that the terms of its order and any applicable specification are complete and accurate.
2.7 Any quotation given by MIS Leisure Ltd is subject to change at MIS Leisure Ltd's absolute discretion but shall remain open for acceptance by the Customer provided that MIS Leisure Ltd has not previously withdrawn it or any timescale placed on acceptance has expired.
3.1 The quantity and description of the Goods shall be as set out in MIS Leisure Ltd's records which shall stand as absolute proof of what order the Buyer made.
3.2 All samples, drawings, descriptive matter, specifications (including sizing and colouring) and advertising issued or made available by MIS Leisure Ltd and any descriptions or illustrations contained in MIS Leisure Ltd's catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract.
3.3 Size, style, fabric content, specification, quality, and colour and/or any other matters relating to the Goods should be checked by the Buyer on receipt of the goods. It is the Buyer’s sole responsibility to verify that the Goods delivered are what was ordered.
3.4 MIS Leisure Ltd gives no warranty, express or implied, regarding the suitability of the Goods for the purpose for which Buyer has chosen them.
3.5 The Buyer recognises that variation may occur from one dye batch to another and MIS Leisure Ltd shall not be liable for any such variation in colour.
3.6 The Buyer acknowledges and agrees that when a sample of the Goods has been shown to or inspected by the Buyer any consequent sale does not constitute a sale by sample.
4.1 Unless otherwise agreed in writing by MIS Leisure Ltd, the Delivery Point shall be MIS Leisure Ltd's place of business. Collections from MIS Leisure Ltd's place of business shall only be permitted between Monday to Friday between 9.00am and 3.30pm.
4.2 If the Buyer wishes the Delivery Point to be anywhere other than MIS Leisure Ltd's place of business, the Buyer must specifically request an alternative Delivery Point and pay the appropriate delivery charges.
4.3 The Buyer shall take delivery of the Goods within 7 days of MIS Leisure Ltd giving it notice that the Goods are ready for delivery.
4.4 Any dates specified by MIS Leisure Ltd for delivery of the Goods (including making them available for collection) are an estimate only on which the Buyer relies entirely at its own risk. Time for delivery shall not be, and shall not be capable of being made by notice, of the essence. If no dates are so specified, delivery shall be within a reasonable time (with MIS Leisure Ltd’s view being final as to what constitutes reasonable).
4.5 Subject to the other provisions of these conditions MIS Leisure Ltd shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by MIS Leisure Ltd's negligence), nor shall any delay entitle the Buyer to terminate or rescind the Contract unless 180 days has passed from the estimated delivery date.
4.6 Where the Buyer has requested that the Goods be delivered to the Delivery Point by post, MIS Leisure Ltd shall not be liable for any non or late delivery in respect of the Goods unless the reason for the non or late delivery is an error by MIS Leisure Ltd in sending the Goods to the incorrect address. Save for that, and subject to clause 12.3. MIS Leisure Ltd expressly excludes all liability in relation to non-delivery of Goods sent by post.
4.7 If for any reason the Buyer fails to accept delivery of any of the Goods when they are ready for delivery, or MIS Leisure Ltd is unable to deliver the Goods because the Buyer has not provided appropriate instructions, documents, licences or authorisations: (a) risk in the Goods shall pass to the Buyer (including for loss or damage caused by MIS Leisure Ltd's negligence); (b) the Goods shall be deemed to have been delivered; and (c) MIS Leisure Ltd may store the Goods until delivery, whereupon the Buyer shall be liable for all related costs and expenses (including, without limitation, storage and insurance).
4.8 The Buyer shall provide at the Delivery Point and at its expense adequate and appropriate equipment and manual labour for unloading the Goods and generally taking receipt of them.
4.9 If MIS Leisure Ltd delivers to the Buyer a quantity of Goods of up to 10% more or less than the quantity ordered, the Buyer shall not be entitled to object to or reject the Goods or any of them by reason of the surplus or shortfall and shall pay for such goods at the pro rata Contract rate.
4.10 MIS Leisure Ltd may deliver the Goods by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions of the Contract.
4.11 Each instalment shall be a separate Contract and no cancellation or termination of any one Contract relating to an instalment shall entitle the Buyer to repudiate or cancel any other Contract or instalment.4.12 If the Delivery Point is to be outside the UK: (a) The Buyer shall obtain all necessary import licences, clearances and other consents necessary for the purchase of the Goods. (b) The Buyer must comply with all applicable laws and regulations of the country for which the products are destined. MIS Leisure Ltd will not be liable for any breach by the Buyer of any such laws. (c) Risk in and responsibility for the Goods shall pass to the Buyer once they have been delivered to the carrier appointed to deliver the Goods and the Buyer shall maintain appropriate insurance for the goods in transit. (d) Large orders may incur additional costs or extended delivery times. If applicable a member of our Customer Services team will discuss with you.
5.1 The quantity of any consignment of Goods as recorded by MIS Leisure Ltd upon despatch from MIS Leisure Ltd's place of business shall be conclusive evidence of the quantity received by the Buyer on delivery unless the Buyer can provide conclusive evidence proving the contrary (such evidence shall not include witness evidence from any of the Buyer's employees).
5.2 MIS Leisure Ltd shall not be liable for any non-delivery of Goods (even if caused by MIS Leisure Ltd's negligence) unless the Buyer gives written notice to MIS Leisure Ltd of the non-delivery within 7 days of the date when the Goods would in the ordinary course of events have been received.
5.3 Any liability of MIS Leisure Ltd for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods.
6.1 Subject to clause 4.12(c), the Goods are at the risk of the Buyer from the time of Delivery.
6.2 Ownership of the Goods shall not pass to the Buyer until MIS Leisure Ltd has received in full (in cash or cleared funds) all sums due to it in respect of:
(a) the Goods; and
(b) all other sums which are or which become due to MIS Leisure Ltd from the Buyer on any account or for any reason.
6.3 Until ownership of the Goods has passed to the Buyer, the Buyer shall:
(a) hold the Goods on a fiduciary basis as MIS Leisure Ltd's bailee;
(b) store the Goods (at no cost to MIS Leisure Ltd) separately from all other goods of the Buyer or any third party in such a way that they remain readily identifiable as MIS Leisure Ltd's property;
(c) not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and
(d) maintain the Goods in satisfactory condition and keep them insured on MIS Leisure Ltd's behalf for their full price against all risks to the reasonable satisfaction of MIS Leisure Ltd. On request the Buyer shall produce the policy of insurance to MIS Leisure Ltd.
6.4 In relation to Goods which the Buyer has purchased specifically for the purposes of re-sale, the Buyer may sell the Goods in the ordinary course of its business before ownership has passed to it.
6.5 The Buyer's right to possession of the Goods shall terminate immediately if:
(a) the Buyer takes any steps or has any steps taken against it in connection with the Buyer's insolvency (or potential or likely insolvency); or
(b) on either a balance sheet or cash-flow basis, the Buyer is unable to pay its debts as and when they fall due; or
(c) the Buyer encumbers or in any way charges any of the Goods.
6.6 If any circumstances arise which terminate or may terminate the Buyer’s right to possession of the Goods, the Buyer must immediately inform MIS Leisure Ltd. If the Buyer fails to inform MIS Leisure Ltd, then the Buyer shall hold the Goods on trust for MIS Leisure Ltd until such time as the Goods have been recovered by MIS Leisure Ltd from the Buyer.
6.7 MIS Leisure Ltd shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from MIS Leisure Ltd.
6.8 The Buyer grants MIS Leisure Ltd, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Buyer's right to possession has terminated, to recover them.
6.9 Where MIS Leisure Ltd is unable to determine whether any Goods are the goods in respect of which the Buyer's right to possession has terminated, the Buyer shall be deemed to have sold all goods of the kind sold by MIS Leisure Ltd to the Buyer in the order in which they were invoiced to the Buyer.
6.10 On termination of the Contract, howsoever caused, MIS Leisure Ltd's (but not the Buyer's) rights contained in this condition 6 shall remain in effect.
7.1 Unless otherwise agreed by MIS Leisure Ltd in writing (including email), the price for the Goods shall be those prices set out in MIS Leisure Ltd's price list published in force at the time that the order is made. However, MIS Leisure Ltd retains the absolute right to vary the price payable for the Goods between the date of order and the date of despatch save that if the price variation gives rise to an increase of more than 15% on the original price agreed, the Buyer shall have the option to cancel the order unless the Goods have been customised for the Buyer in which case the right to cancel shall not arise .
7.2 If the Buyer is to pay the price other than in UK pounds sterling, the price shall be calculated as the sterling equivalent of the published price using the currency exchange rate of MIS Leisure Ltd's bank which applies at the time that the order is made.
7.3 The delivery charges shall be those set out on MIS Leisure Ltd's website as at the date of delivery or deemed delivery or as otherwise communicated by MIS Leisure Ltd to the Buyer.
8. RETURNING GOODS
8.1 Subject to the Buyer having a right to return the Goods pursuant to these terms, all sales are final. However MIS Leisure Ltd does, subject to the terms of this clause, recognise that there may be occasions when it is appropriate to accept returns from the Buyer and MIS Leisure Ltd may, on a case by case basis, consider doing do (but shall not be under any obligation to do so). For the purposes of this clause, any Goods which the Buyer wants to return shall be referred to as "Returned Goods";
8.2 MIS Leisure Ltd will, in any circumstances, only accept returns if the following conditions are met:
(a) The Buyer shall provide a proper invoice and despatch note number in respect of the Returned Goods;
(b) MIS Leisure Ltd must have issued a valid returns authorisation note in respect of the Returned Goods;
(c) By way of a restocking charge, the Buyer shall pay to MIS Leisure Ltd a sum equivalent to either £25/€30 or 15% of the price of the Returned Goods (at MIS Leisure Ltd’s discretion);
(d) The Returned Goods must not have been worn (including tried on) and must be returned in their original unopened packaging;
(e) The Returned Goods must be returned with all original documentation that was supplied with the Goods;
(f) MIS Leisure Ltd retain the right to refuse Returned Goods should MIS Leisure Ltd deem them to be unsuitable for resale;
(g) The Buyer will either:
(i) pay for and arrange the return of the Returned Goods; or
(ii) if MIS Leisure Ltd agrees to recover the Returned Goods pay to MIS Leisure Ltd a charge of £15/€18 per box of Returned Goods. In the event that MIS Leisure Ltd's carrier attends to collect the Returned Goods and that collection is not possible owing to a default of the Buyer, a charge of £15/€18 will be payable by the Buyer to MIS Leisure Ltd.
(h) The value of the Returned Goods must not exceed 5% of the Buyer total spend with MIS Leisure Ltd during the preceding 12 month period;
8.3 The following Goods will not be eligible to be returned pursuant to this clause:
(a) Any products from the Result Air Down range;
(c) Consumables (as defined from time to time by MIS Leisure Ltd);
(d) Any Goods which MIS Leisure Ltd does not carry as core stock (as defined by MIS Leisure Ltd from time to time);
(e) Any Goods which have been ordered as bespoke Goods by the Buyer (for example, embroidered and/or personalised Goods);
(g) Any Goods which have been in the possession of the Buyer for more than 28 days after delivery;
(h) Raladeal products;
(i) discontinued lines;
(j) seasonal products; (k) Any Goods which have, as their function, the protection of health and safety and/or the hygiene of the wearer. By way of (non-exhaustive) examples, high visibility garments, earplugs, face masks and goggles
9.1 The price for the Goods and all other charges shall be exclusive of any value added tax (if applicable) and all costs or charges in relation to packaging, loading, unloading, carriage and insurance, all of which amounts the Buyer shall pay in addition when it is due to pay for the Goods.
9.2 If the Buyer orders Goods for delivery outside the UK, the delivery may be subject to export and/or import duties and taxes. The Buyer will be responsible for payment of any such export and/or import duties and taxes. If MIS Leisure Ltd incurs any export charges, these shall be reimbursed to MIS Leisure Ltd by the Buyer within 7 days of MIS Leisure Ltd making a demand for any such charges.
9.3 The customer is entirely responsible for properly accounting for any tax that the Customer is due to pay in connection with any dealings with MIS Leisure Ltd.
10.1 Unless agreed otherwise by MIS Leisure Ltd, a Buyer who is not on credit terms must make payment for the Goods at the time that the order is made.
10.2 MIS Leisure Ltd may, at its absolute discretion, agree to provide a Buyer with credit terms for payment. In asking for credit, the Buyer is warranting that (i) the Goods are being purchased in the course of the Buyer’s business, and (ii) as at the date of each order the Buyer is not aware of any circumstances which might mean that the Buyer cannot pay for the Goods. MIS Leisure Ltd shall be under no liability to offer credit to the Buyer. However, if MIS Leisure Ltd does agree to provide Goods on credit, the following shall apply:
(a) Credit will not be extended to the Buyer unless approved in writing by MIS Leisure Ltd.
(b) Where credit has been granted, payment is due within thirty days of the Delivery Date unless otherwise agreed in writing.
(c) Goods will not be despatched when a Buyer's account is overdue or the credit limit has been exceeded.
10.3 No payment shall be deemed to have been received until MIS Leisure Ltd has received cleared funds. MIS Leisure Ltd shall be due payment in respect of any Goods even if no invoice has been raised and the raising and/or issuing of an invoice shall not be a pre-condition to MIS Leisure Ltd's entitlement to be paid.
10.4 Time for payment shall be of the essence.
10.5 All payments payable to MIS Leisure Ltd under the Contract shall become due immediately on its termination despite any other provision.
10.6 If any payments are made by way of credit card, MIS Leisure Ltd shall be at liberty to charge a fee on top of the payment sum which represents any charge levied on MIS Leisure Ltd by the credit card handler or operator.
10.7 The Buyer shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Buyer has a valid court order requiring an amount equal to such deduction to be paid by MIS Leisure Ltd to the Buyer.
10.8 MIS Leisure Ltd may allow a prompt payment discount at such rate as is agreed with the Customer. The period when such payment must be made in order to qualify as 'prompt' will also be agreed between MIS Leisure Ltd and the Customer. If the payment is not made promptly, MIS Leisure Ltd shall be entitled to be paid the full amount excluding the discount.
10.9 MIS Leisure Ltd shall have a general and particular lien on all money and property which the Buyer owns or is entitled to possess which is in the possession of MIS Leisure Ltd or its agents which MIS Leisure Ltd may sell as the Buyer's agent to reduce the Buyer's debt to MIS Leisure Ltd.
10.10 If the Buyer fails to pay MIS Leisure Ltd any sum due pursuant to the Contract, the Buyer shall be liable to pay interest to MIS Leisure Ltd on such sum from the due date for payment at a rate of 2% per calendar month or part in which payment is overdue. Interest remains payable after judgment. MIS Leisure Ltd reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998. In addition to the aforesaid, the Buyer shall be liable to pay MIS Leisure Ltd as a debt any costs/charges/fees incurred (plus VAT) by MIS Leisure Ltd and/or their agents in connection with any unpaid sums due to MIS Leisure Ltd from the Buyer.
10.11 Returned or represented cheques will incur a charge of £20.00/€24 per representation.
11.1 MIS Leisure Ltd is not the manufacturer of the Goods and as such the Buyer hereby acknowledges and agrees that it is not appropriate for MIS Leisure Ltd to provide warranties in respect of the quality of the Goods. MIS Leisure Ltd therefore gives no such warranties, express or implied, as to the quality of the Goods and all such warranties are hereby excluded from the contract.
11.2 Upon written request from the Buyer, MIS Leisure Ltd shall endeavour, but shall not be obliged to, transfer to the Buyer the benefit of any warranty or guarantee given to MIS Leisure Ltd by the manufacturer but only insofar as any such warranty or guarantee has been given to MIS Leisure Ltd.
12. LIMITATION OF LIABILITY
12.1 The following provisions set out the entire financial liability of MIS Leisure Ltd (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of:
(a) any breach of these conditions;
(b) any use made or resale by the Buyer of any of the Goods, or of any product incorporating any of the Goods; and
(c) any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract;
(d) any other matter arising out of or in connection with the sale or prospective of the Goods
12.2 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
12.3 Nothing in these conditions excludes or limits the liability of MIS Leisure Ltd:
(a) for death or personal injury caused by MIS Leisure Ltd's negligence; or
(b) under section 2(3), Consumer Protection Act 1987; or
(c) for any matter which it would be illegal for MIS Leisure Ltd to exclude or attempt to exclude its liability; or
(d) for fraud or fraudulent misrepresentation.
12.4 Subject to condition 12.2 and condition 12.3:
(a) MIS Leisure Ltd'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 the Contract shall be limited to, at MIS Leisure Ltd's sole election, either:
(i) repairing or replacing the Goods (or appropriate part thereof) provided that, if MIS Leisure Ltd so requests, the Buyer shall, at the Buyer's expense, return the Goods or the part of such Goods which are being replaced to MIS Leisure Ltd; or
(ii) the price paid for the Goods.
(b) MIS Leisure Ltd shall not be liable to the Buyer for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.
12.5 MIS Leisure Ltd’s liability shall only be in relation to the Goods themselves. If the Goods are applied to or used in connection with any other goods or products, MIS Leisure Ltd shall have no liability for any loss or damage to the products which the Goods were used in connection with, or any loss or damage arising out of or in connection with those products.
12.6 MIS Leisure Ltd advise the customer to test any Goods before applying them to or using them in connection with any other products. If the Goods are equipment that the Buyer is going to use, the Buyer is strongly advised to obtain proper training (possibly from the manufacturer) about the operation, use, maintenance and security of the Goods. MIS Leisure Ltd shall have no liability in respect of any problems that arise with the Goods in circumstances were the Buyer did not test the Goods and/or obtain proper training and the problem(s) which arose could have been resolved had training been given. .
12.7 MIS Leisure Ltd shall not be liable for a breach of contract in respect of the Goods or any matters relating to them insofar as:
(a) the Buyer makes any further use of such Goods after giving such notice; or
(b) the defect arises because the Buyer failed to follow MIS Leisure Ltd's oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice; or
(c) the Buyer alters or repairs such Goods without the written consent of MIS Leisure Ltd;
(d) the Buyer is responsible for causing the problem, whatever it may be.
12.8 The Buyer acknowledges that the price paid for the Goods is, in part, referable to the amount of risk that MIS Leisure Ltd is prepared to accept. If the Buyer wants MIS Leisure Ltd to accept more risk, then the Buyer can suggest this to MIS Leisure Ltd and a higher price may be agreed for the Goods to reflect MIS Leisure Ltd’s greater risk. Whatever price is paid for the Goods, the Buyer hereby acknowledges that the amount of risk MIS Leisure Ltd accepts is reasonable by reference to the price charged for the Goods.
13.1 If the Buyer breaches any of the terms of this contract or becomes, or in the reasonable opinion of MIS Leisure Ltd is likely to become, insolvent MIS Leisure Ltd may (without prejudice to its other rights) forthwith terminate this agreement.
13.2 In the event that this agreement is terminated by MIS Leisure Ltd:
(a) it shall be entitled to be immediately paid any and all sums due to it from the Buyer whether in respect of this or any other contract and including any monies unpaid as a result of credit which MIS Leisure Ltd has provided to the Buyer;
(b) insofar as the Goods have not been delivered prior to termination, Ralawsie shall be discharged from any obligation to supply the Goods.
14.1 MIS Leisure Ltd may assign the Contract or any part of it to any person, firm or company.
14.2 The Buyer shall not be entitled to assign the Contract or any part of it without the prior written consent of MIS Leisure Ltd.
15. FORCE MAJEURE
MIS Leisure Ltd reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Goods ordered by the Buyer (without liability to the Buyer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of MIS Leisure Ltd including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, provided that, if the event in question continues for a continuous period in excess of 180 days, the Buyer shall be entitled to give notice in writing to MIS Leisure Ltd to terminate the Contract.
16.1 Each right or remedy of MIS Leisure Ltd under the Contract is without prejudice to any other right or remedy of MIS Leisure Ltd whether under the Contract or not.
16.2 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.
16.3 Failure or delay by MIS Leisure Ltd in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract.
16.4 MIS Leisure Ltd does, and may, from time to time monitor or record telephone calls between it and the Buyer (or a prospective buyer).
16.5 Any waiver by MIS Leisure Ltd of any breach of, or any default under, any provision of the Contract by the Buyer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.
16.6 The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
16.7 The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English & Welsh courts.