Terms and Conditions of Sale

Interpretation 

Definitions:  

Business Day: a day other than a Saturday, Sunday, or any day on which the Federal Reserve banks located in Dallas, Texas are authorized or obligated to close.  

Business Hours:  the period from 9:00 am to 5:00 pm Central Time (CT) on any Business Day. 

Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 2.8. 

Contract: the contract between the Supplier and the Customer for the sale and purchase of the Goods in accordance with these Conditions. 

Consumable Goods: any of the Goods set out in the Order that the end user uses up or wears out and/or which require regular replacement and the equipment such Goods are used in or on. 

Customer: the person or firm who purchases the Goods from the Supplier. 

Delivery Location: has the meaning given in clause 5.2. 

Force Majeure Event: an event, circumstance or cause beyond a party's reasonable control. 

Goods:  the goods (or any part of them) set out in the Order. 

Order: the Customer's order for the Goods, as set out in the in the Customer's purchase order form, the Customer's written acceptance of the Supplier's quotation, or overleaf, as the case may be. 

Prepayment: an early payment in respect of an anticipated Rebate, made by the Supplier to the Customer prior to the Year-end Calculation by way of credit to the Customer’s invoice. 

Rebate: a credit back from the Supplier to the Customer, at the Supplier’s discretion, based on the Customer’s Spend in a Year, in accordance with clause 10. 

Specification: any specification for the Goods, including any related plans and drawings, that is agreed in writing by the Customer and the Supplier. 

Spend: means the combined total spend (excluding any returns, refunds, discounts, credits, tax or duties or other invoiced items such as transport or insurance) on all invoices raised by the Supplier for Consumable Goods purchased by the Customer during a Year (or part Year at the sole discretion of, and as agreed in writing by, the Supplier). 

Supplier: SOUTHGATE GLOBAL (US) INC., a Delaware corporation (Southgate), whose principal place of business is 5100 NE Ric Williamson Memorial Hwy, Suite E18. Weatherford, TX 76085; Phone Number: +443330051808 

Year-end Calculations: has the meaning given in clause 10.1 

Interpretation:  

A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality). 

A reference to a party includes its successors and permitted assigns. 

A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision. 

Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms. 

A reference to writing or written excludes fax but not email. 

Basis of contract 

These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing. 

The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable Specification are complete and accurate. 

The Order shall only be deemed to be accepted when the Supplier issues a written acceptance of the Order, at which point the Contract shall come into existence. The Supplier shall be under no obligation to accept any Order. 

In the case of any Customer based and/or placing an Order from outside the United Kingdom (International Order), such Customer must provide to the Supplier, with its Order, a letter of credit meeting the requirements set out in clause 8 below (Letter of Credit).  Unless otherwise agreed in writing, the Supplier shall be under no obligation to: (a) consider any International Order that is not accompanied by a Letter of Credit; or (b) accept any International Order, regardless of whether or not a Letter of Credit is provided. 

The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions. 

Any samples, drawings, descriptive matter or advertising produced by the Supplier and any descriptions or illustrations contained in the Supplier's catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force.  

A quotation for the Goods given by the Supplier shall not constitute an offer. A quotation shall only be valid for a period of 20 Business Days from its date of issue. 

These Conditions may be updated by the Supplier from time to time without notice to the Customer. The latest version of these Conditions when the Order is accepted shall apply to the Contract. The latest version of these Conditions can be found here.

Goods 

The Goods are described in the Supplier’s order confirmation unless it is bespoke and/or where appropriate accompanied with a detailed drawing or technical specification.  

In the event that the Goods are supplied to the Specification, the Customer shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by the Supplier in connection with any claim made against the Supplier for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with the Supplier's use of the Specification. This clause 3.2 shall survive termination of the Contract. 

The Supplier reserves the right to amend the Goods as set out in the Sales order, Catalogue and/or specification document if required by any applicable statutory or regulatory requirement, and the Supplier shall notify the Customer in any such event.  

AGE RESTRICTED Goods and Due Diligence 

Some of the Goods available for sale in the Supplier’s catalogue may be age-restricted under some state and federal laws and must not be purchased by or for individuals below the legally required age to purchase those Goods. It is an offense to attempt to buy age-restricted Goods if the Customer is under the required age or to attempt to purchase any such product on behalf of an underage third party.   

By placing an Order for the purchase of Goods, the Customer confirms that they are of the appropriate age to receive and use the specified certification of the Good(s) so ordered. Any Customer ordering a product for a third party hereby certifies that the intended recipient of the order is of the appropriate age to receive and use the Goods ordered.  

The Supplier reserves the right not to supply any age-restricted Goods where it reasonably believes that a Customer is below the relevant minimum age and/or the right to verify credentials and refuse sale if compliance cannot be confirmed 

Proof of age verification by government issued ID or similar documentation may will be requested on delivery of age restricted Goods. Where evidence cannot be provided that the recipient is over the appropriate age, or where the delivery driver is not satisfied that they have been provided with acceptable identification, the age-restricted Goods will not be handed over.  

If the Customer places an Order on behalf of their customer, or the Order is set to be delivered at a Delivery Location, the Customer shall conduct all necessary due diligence, including age verification checks on their customer. 

The Customer shall provide information about the age verification checks to the Supplier at the time of placing the Order. 

The Customer shall notify the Supplier if any issues arise from the due diligence conducted including the age verification checks at any time, including following the Order being placed. 

The Customer shall provide the Supplier with any additional information reasonably required regarding the due diligence conducted, including age verification checks. The Customer shall provide any such additional information within 24 hours of it being requested. 

Delivery 

The Supplier shall ensure that: 

each delivery of the Goods is accompanied by a delivery note that shows the date of the Order, all relevant Supplier reference numbers, the type and quantity of the Goods, special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and 

if the Supplier requires the Customer to return any packaging materials to the Supplier, that fact is clearly stated on the delivery note. The Customer shall make any such packaging materials available for collection at such times as the Supplier shall reasonably request. Returns of packaging materials shall be at the Supplier's expense. 

The Supplier shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after the Supplier notifies the Customer that the Goods are ready. The Customer shall ensure that the Delivery Location is a business address and provide evidence of this. 

Delivery is completed on the completion of unloading of the Goods at the Delivery Location. 

Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer's failure to provide the Supplier payment in accordance with clause 9.6 and/or a Letter of Credit (in the case of International Orders) in accordance with clause 8 below, or with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods. 

If the Supplier fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions, any other instructions or proof of age verifications that are relevant to the supply of the Goods.  

If the Customer fails to accept delivery of the Goods within three Business Days of the Supplier notifying the Customer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or the Supplier's failure to comply with its obligations under the Contract in respect of the Goods: 

delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day after the day on which the Supplier notified the Customer that the Goods were ready; and 

the Supplier shall store the Goods until actual delivery takes place, and charge the Customer for all related costs and expenses (including insurance). 

If ten Business Days after the day on which the Supplier notified the Customer that the Goods were ready for delivery the Customer has not accepted actual delivery of them, the Supplier may, but is not obliged to, resell or otherwise dispose of part or all of the Goods and charge the Customer for any shortfall below the price of the Goods.  

The Supplier may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment. 

Quality 

The Supplier warrants that on delivery, and for any extended warranty period specifically detailed for the Goods in the Supplier’s manual provided with the Goods, the Goods shall: 

conform in all material respects with their description and any applicable Specification; and 

be free from material defects in design, material and workmanship.  

Except as expressly set forth herein, the goods are sold by the supplier and accepted by the customer “as is” and “where is” basis, and the supplier makes no representations or warranties of any kind, express of implied, as to the quality or nature of the goods. To the fullest extent permitted by law, the supplier disclaims and the customer waives all warranties, express or implied, including but not limited to implied warranties of merchantability and fitness for a particular purpose.  

Subject to clause 6.3, if: 

the Customer gives notice in writing to the Supplier before the earlier of (i) 3 days of discovery that some or all of the Goods do not comply with the warranty set out in clause 6.1, or (ii) 30 days after delivery of the Goods to the Customer; 

in relation to any extended warranty period only, the Customer complies with the warranty conditions set out in the manual provided with the Goods; 

the Supplier is given a reasonable opportunity of examining such Goods; and 

the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier's place of business for it to be repaired under warranty, the Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full. 

The Supplier shall not be liable for the Goods' failure to comply with the warranty set out in clause 6.1 if: 

the Customer makes any further use of such Goods after giving notice in accordance with clause 6.2; 

the defect arises because the Customer failed to follow the Supplier's oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same; 

the defect arises as a result of the Supplier following any drawing, design or Specification supplied by the Customer; 

the Customer alters or repairs such Goods without the written consent of the Supplier; 

where an extended warranty period is applicable, the Customer fails to comply with any requirements set out in the warranty conditions set out in the manual provided with the Goods; 

the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or 

the Goods differ from their description and any applicable Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements. 

Except as provided in this clause 6, the Supplier shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 6.1. 

These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier. 

All warranties unless explicitly stated otherwise is based on offering replacement parts for a period of 12 months after the Customer takes possession of the Goods on a free of charge basis. All associated distribution and Labor costs associated with a repair claim is excluded and is the responsibility of the customer.  

Title and risk 

The risk in the Goods shall pass to the Customer on completion of delivery. 

Title to the Goods shall not pass to the Customer until the earlier of: 

the date which is the later of i) the Supplier receives payment in full (in cash or cleared funds) for the Goods and any other goods that the Supplier has supplied to the Customer in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums, or ii) the completion of the delivery of the Goods in accordance with clause 5.3; and 

the Customer resells the Goods, in which case title to the Goods shall pass to the Customer at the time specified in clause 7.4. 

Until title to the Goods has passed to the Customer, the Customer shall: 

store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier's property; 

not remove, deface or obscure any identifying mark or packaging on or relating to the Goods; 

maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery; 

notify the Supplier immediately if it becomes subject to any of the events listed in clause 12.1(b) to clause 12.1(d); and 

give the Supplier such information as the Supplier may reasonably require from time to time relating to: 

the Goods; and 

the ongoing financial position of the Customer. 

Subject to clause 7.5, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before the Supplier receives payment for the Goods. However, if the Customer resells the Goods before that time: 

it does so as principal and not as the Supplier’s agent; and 

title to the Goods shall pass from the Supplier to the Customer immediately before the time at which resale by the Customer occurs. 

At any time before title to the Goods passes to the Customer, the Supplier may: 

by notice in writing, terminate the Customer's right under clause 7.4 to resell the Goods or use them in the ordinary course of its business; and 

require the Customer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product and if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them. 

Price and payment 

The price of the Goods shall be the price set out in the Order, or, if no price is quoted, the price set out in the Supplier's published price list in force as at the date of delivery.  

At the Supplier’s sole discretion, the Supplier may from time to time offer price promotions on Goods. Such promotions shall be subject to availability and terms and conditions accompanying the promotions, including the time period that such promotional pricing will remain valid or other requirements for the promotional pricing, shall apply.  

The Supplier applies minimum order values and small order surcharges to the price of Orders. These values and charges may change at the discretion of the Supplier from time to time and shall be notified to the Customer at or before the time of Order. 

The Supplier may, by giving notice to the Customer at any time up to 30 days before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to: 

any factor beyond the Supplier's control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labor, materials and other manufacturing costs);  

any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification (where applicable); or 

any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate or accurate information or instructions. 

The price of the Goods: 

excludes any applicable local, state or federal tax, which the Customer shall additionally be liable to pay to the Supplier at the prevailing rate, subject to the receipt of a valid sales tax invoice; and  

excludes the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Customer; 

exclude any import duties which notwithstanding any other provision of the Contract shall be the Customer’s responsibility to pay at the Customer’s cost if the contract is based on Goods being imported on behalf of the customer. 

Unless otherwise agreed in writing by the Supplier, the Supplier shall invoice the Customer on acceptance of the Order for the Goods. The Supplier shall not be required to make delivery of the Goods until payment for the Goods has been received in full. 

The Customer shall pay each invoice submitted by the Supplier: 

on the date of the invoice or in accordance with any credit terms agreed by the Supplier and confirmed in writing to the Customer; and 

in full and in cleared funds to a bank account nominated in writing by the Supplier, and time for payment shall be of the essence of the Contract. 

If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier's remedies under clause 12, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment, at the highest rate permitted by applicable law.  

Payments received from the Customer shall be applied to the Customer’s oldest debt with the Supplier first.  

All amounts due from the Customer to the Supplier under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law). The Supplier may at any time set off any liability of the Customer to the Supplier against any liability of the Supplier to the Customer, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under the Contract. Any exercise by the Supplier of its rights under this clause shall not limit or affect any other rights or remedies available to it under the Contract or otherwise. 

Rebates 

From time to time, at its discretion, the Supplier may apply Rebates on Orders of Consumable Goods to eligible Customers to incentivise efficiency, scale, and growth. Any Rebate will be applied by the Supplier based on the Spend of the Customer in a Year, calculated in the February after the end of the Year in question (Year-end Calculation). 

The particulars of any Rebate which may be available to the Customer will be notified to the Customer by the Supplier. Available Rebates may differ by customer type and will relate only to the purchase of Consumable Goods. 

At its discretion, the Supplier may apply to the Customer’s invoice(s) a Prepayment of part of any anticipated Rebate the Supplier may pay the Customer for the Year ahead of the Year-end Calculation. In this case, the level of the Prepayment will be at the Supplier’s discretion and subject to change throughout the Year.  

If, at the Year-end Calculation, the Supplier concludes that, based on the Customer’s Spend, that the Customer qualified for a Rebate, then the Supplier will apply a credit to the Customer’s account net of any Prepayments to be used against open invoices first and then any future invoices up to the value of the credit only. 

If, at the Year-end Calculation, the Supplier concludes that, based on the Customer’s Spend, the Customer qualified for a Rebate of a value less than the Prepayments already made by the Supplier to the Customer in the Year in question the Supplier shall, at its discretion, and without prejudice to any other rights or remedies available to it: 

apply the amount by which the Prepayments exceed the Rebate as a debit to the Customer’s account to be paid by the Customer with the next payment due to the Supplier; and/or  

require the Customer to make payment of such amount to the Supplier within 30 days by giving written notice to the Customer. 

No Rebate will be available to Customer’s whose account enters arrears at any time during the Year. 

Any Prepayments and Rebates will be paid by way of credit to the Customer’s account and the Customer has no right to be paid cash by the Supplier as a result of this clause 10. 

The Supplier reserves the right to cease or suspend any Rebate at its discretion at any time and without notice to the Customer or to change the thresholds, volumes, values and level of Rebates available from that notified to the Customer under clause 10.2, if relevant. 

The Supplier is under no obligation to offer a Rebate in any Year even if the Customer received one in the previous Year. 

It is agreed between the Supplier and the Customer that any Rebate (and Prepayment) shall be made exclusive of any applicable tax. 

A Customer’s eligibility for a Rebate shall be at the sole discretion of the Supplier. Notwithstanding the generality of the foregoing, it is not intended that Rebates will be available to any Customer who places Orders as a buying group, consortium or under a similar arrangement or who, in the Supplier’s opinion, is not acting fairly, honestly or in good faith in respect of a Rebate or its ordering practices. 

Limitation of liability 

The Supplier has obtained insurance cover in respect of certain aspect of its own legal liability for individual claims not exceeding USD $1,000,000 per claim. The limits and exclusions in this clause reflect the insurance cover the Supplier has been able to arrange and the Customer is responsible for making its own arrangements for the insurance of any excess liability.  

References to liability in this clause 10 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise. 

Subject to clause 10.3, the Supplier's total liability to the Customer shall not exceed the Customer’s actual cost of the Goods in the Order. 

Subject to clause 10.3, the following types of loss are wholly excluded: 

loss of profits; 

loss of sales or business; 

loss of agreements or contracts; 

loss of anticipated savings; 

loss of use or corruption of software, data or information; 

loss of or damage to goodwill; and 

indirect or consequential loss. 

This clause 10 shall survive termination of the Contract. 

Termination 

Without limiting its other rights or remedies, the Supplier may terminate this Contract with immediate effect by giving written notice to the Customer if: 

the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 10 days of that party being notified in writing to do so; 

the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; 

the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or 

the Customer's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy. 

Without limiting its other rights or remedies, the Supplier may suspend provision of the Goods under the Contract or any other contract between the Customer and the Supplier if the Customer becomes subject to any of the events listed in clause 12.1(b) to clause 12.1(d), or the Supplier 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. 

Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment. 

On termination of the Contract for any reason the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt. 

Termination or expiry of the Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination or expiry, 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. 

Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect. 

Force majeure 

General 

Assignment and other dealings. 

The Supplier may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract. 

The Customer may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Supplier. 

Confidentiality. 

Each party undertakes that it shall not at any time during the Contract and for a period of two years after termination or expiry of the Contract, disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party, except as permitted by clause 14.2(b). 

Each party may disclose the other party's confidential information: 

to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 14.2; and 

as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority. 

Neither party shall use the other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract. 

Entire agreement. 

The Contract constitutes the entire agreement between the parties. 

Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract. 

Variation. No variation of this Contract shall be effective unless it is expressly agreed in writing by the Supplier. 

Waiver. 

Except as set out in clause 2.5, a waiver of any right or remedy is only effective if given in writing. 

A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. 

Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision of the Contract is deemed deleted under this clause 13.6 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision. 

Notices. 

Any notice given to a party under or in connection with the Contract shall be in writing, in English or accompanied by an accurate translation into English, and shall be: 

delivered by hand or by pre-paid certified mail or overnight courier or other next working day delivery service at its principal place of business 

sent by email to following addresses (or an address substituted in writing by the party to be served):  Supplier: legal@southgateglobal.com Customer: the email address provided when placing the Order. 

Any notice shall be deemed to have been received: 

if delivered by hand, at the time the notice is left at the proper address; 

if sent by pre-paid certified mail or overnight courier or other next working day delivery service, at 9.00 am on the second Business Day after posting; or  

if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume. 

This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution. 

Third party rights. 

There are no third party beneficiaries to the Contract.  

The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person. 

Governing law and Jurisdiction. The Contract shall be governed by and construed in accordance with the Laws of the State of Texas without giving effect to any choice or conflict of law provision (whether of the State of Texas or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Texas. The parties hereto further agree that any legal action or proceeding with respect to the contract or any document relating hereto may be brought only in a state or federal court of competent jurisdiction in Tarrant county, Texas. Each Party agrees to commence any such action either in a state or federal court sitting in Tarrant County, Texas.  Each party further agrees that service of any process, summons, notice or document by U.S. registered mail to such party’s respective address set forth above shall be effective service of process for any action in Texas with respect to any matters to which it has submitted to jurisdiction in this clause 13.9.  Each party irrevocably and unconditionally waives any objection to the laying of venue of any action arising out of this Contract or the transactions contemplated hereby in a state or federal court sitting in Tarrant County, Texas, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action brought in any such court has been brought in an inconvenient forum. The prevailing party in the final, non-appealable determination of any dispute, claim or controversy brought in arbitration, court or other judicial process in accordance with the Contract shall be reimbursed fully and promptly by the non-prevailing party for all reasonable, out-of-pocket attorneys' fees, court costs and other reasonable, out-of-pocket costs and expenses incurred by such prevailing party in connection with the resolution of such dispute, claim or controversy. 

Waiver of Jury Trial. Each party hereby waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect to any litigation directly or indirectly arising out of, under or in connection with the contract or any transaction contemplated hereby.  Each party (a) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing waiver and (b) acknowledges that it and the other parties have been induced to enter into this agreement, by, among other things, the mutual waivers and certifications in this clause 13.10.