15.1 Confidentiality: Each party shall maintain the confidentiality of the other party’s Confidential Information and shall not, without the prior written consent of the other, use, disclose, copy or modify the other party’s Confidential Information (or permit others to do so) other than as strictly necessary for the performance of its rights and obligations under the Agreement. The provisions of this clause 15.1 shall not apply to any information which: (a) is or comes into the public domain without breach of the Agreement; or (b) was in the possession of the receiving party prior to receipt from the disclosing party without an obligation of confidence; (c) was obtained from a third party free to divulge such information; or (d) is required by law to be disclosed to any person who is authorised by law to receive the same (after consultation, if practicable, with the disclosing party). Each party shall notify the other party if it becomes aware of any unauthorised disclosure of any Confidential Information and shall afford reasonable assistance to the other party, at that other party’s reasonable cost, in connection with any enforcement proceedings which that other party may elect to bring against any person.
15.2 Use of Products Internationally: You shall be deemed to have satisfied yourself that any Products supplied by us comply with the safety regulations of the country or state in which they are to be used (other than the UK) and you shall indemnify us in full for any loss or damage whatsoever incurred by us in the event that the Products are found not to comply with such safety regulations.
15.3 No Assignment or Sub-Licensing: You may not assign, sub-license, sub-contract, mortgage or otherwise transfer, dispose or otherwise deal with the Agreement or any of your rights or obligations under it without our prior written consent, such consent not to be unreasonably withheld or delayed. We shall notify you of any assignment or sub-contracting of our rights and obligations hereunder.
15.4 Force Majeure: Neither party shall be liable to the other party for any delay or failure to perform its obligations under the Agreement to the extent and for so long as such delay or failure results from circumstances beyond its reasonable control, including an Act of God, weather of exceptional severity, war, military operations, terrorist action, riot, fire, difficulties in obtaining raw materials, labour, fuel, parts or machinery, explosion, accident, flood, lightening damage, strikes, industrial dispute, epidemic, pandemic, lock-outs, delay in transport, shortage of fuel, default of supplier, embargo act or demand of any government department or local authority (including customs delays), other act or omission of any party for whom that party is not responsible or any other cause whatsoever beyond that party’s reasonable control, except that the obligations to make payment when due will continue. If any such delay occurs then (unless the cause frustrates or renders impossible or illegal the performance of the contract, or otherwise discharges it) the period for that party to perform its obligations shall be extended by such period (not limited to the length of the delay) as is reasonably required for that party to complete the performance of its obligations. This shall be provided that the party impacted by such circumstance notifies the other party within ten Business Days of becoming aware of such event. If any such event continues for a period exceeding six months, either party shall have a right to terminate the Agreement on 30 days’ written notice to the other party, without liability.
15.5 Waiver: The failure of either party to enforce or to exercise any term of the Agreement does not constitute a waiver of such term and shall in no way affect that party's right to later enforce or to exercise it.
15.6 Severability: If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Agreement.
15.7 Entire Agreement: The Agreement contains all the terms agreed between the parties regarding its subject matter and supersedes any prior agreement, understanding or arrangement between them whether oral or in writing. Any samples, drawings, descriptive matter, advertising or other written or unwritten representations issued by us or our employees and any illustrations or descriptions of the Products contained on our website or in our advertising material are issued or published for the sole purpose of giving an approximate idea of the Products described in them. They shall not form part of the Agreement or have any contractual force, unless they form part of the Order Terms or specifically express otherwise.
15.8 Third Party Rights: No person who is not party to the Agreement shall have any rights under or in connection with it, either under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
15.9 Partnership or Agency: Nothing in the Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, nor constitute either party the agent of another party for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.
15.10 Independent Contractors: The relationship of the parties is that of independent contractors dealing at arms' length.
15.11 Disputes and Complaints: These terms are governed by Northern Irish law and wherever you live you can bring claims against us in the Northern Irish courts. If you live in Wales, Scotland or Northern Ireland, you can also bring claims against us in the courts of the country you live in. We can claim against you in the courts of the country you live if. If you are a Consumer, our Customer Service Team who will do their best to resolve any problems you have with us or our Products: email@example.com or +44(0) 28 9045 4123.
15.12 Remedies: Except as herein expressly provided otherwise, the rights and remedies provided in the Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
15.13 Publicity: The provisions of Clause 15.1 notwithstanding, we reserve the right to publicise the fact of the Agreement, your identity, and details concerning the nature of the Products provided to you for, inter alia, marketing and promotional purposes.