MTC Standard Terms and Conditions of Supply
1. DEFINITIONS AND INTERPRETATION
1.1 For the purpose of these terms and conditions (“Conditions”):
“Affiliate” means, in relation to any person, any subsidiary or holding company of that person and any subsidiary of any holding company of that person (“subsidiary” and “holding company” having the meanings set out in the Companies Act 2006)
“Applicable Incoterm” means Ex Works (EXW) (Incoterms 2020 edition) or, if different, the Incoterm specified in the Proposal
“Assumptions” means any assumptions made by MTC in preparing the Proposal, as set out in the Proposal
“Business Hours” means the hours of 9am to 5pm on Monday to Thursday, excluding any day which is a public holiday in England and Wales
“Background IP” means any IP, other than Foreground IP, that is owned by or licensed to the Customer or MTC
“Budget” means any budget or maximum threshold set out in the Proposal in respect of the Price
“Change Request” MTC’s written request to vary or supplement the Budget, Specification or Price of the Work or any other detail of the Proposal
“Confidential Information” means information disclosed in connection with the Contract by a Party or its Affiliates to the other Party which is either disclosed in writing and marked as confidential or which the reasonable person would recognise as confidential in nature
“Contract” means the contract between MTC and the Customer for the Work
“Customer” means the person who purchases the Goods and/or Services from MTC
“Customer Materials” means any materials, equipment and tools, drawings, specifications and data, that are supplied by the Customer to MTC for use in connection with the Contract
“Defect” means any non-compliance of the Services or Deliverables with the requirements of these Conditions
“Deliverables” means the Goods and/or Service Outputs
“Delivery Location” means the MTC’s address at Ansty Park, Pilot Way, Coventry or such alternative address as is specified for delivery in the Proposal
“Delivery Date” means, if the Applicable Incoterm is other than Ex Works (EXW) (Incoterms 2020 edition), the date on which MTC first attempts to deliver the Goods
“Delivery Period” means, if the Applicable Incoterm is Ex Works (EXW) (Incoterms 2020 edition), within 7 days from MTC notifying the Customer that the Goods are ready for collection
“Dependencies” means any inputs from the Customer on which the performance of the Services or supply of Goods is dependent, as further described in the Proposal
“Deposit” means, if the Price is expected to be greater than £10,000 or the duration of the Contract longer than 3 months, a deposit of 30% of the Price or such other sum as is set out in the Proposal
“Disclosing Party” means a Party disclosing Confidential Information
"Foreground IP” means the IP arising from the performance of the Contract by MTC or its Representatives
“Goods” means the goods to be supplied by MTC to the Customer, excluding Prototypes unless otherwise expressly stated.
“Insolvency Event” means any step or action in connection with a party’s administration, liquidation, winding up, composition or arrangement with creditors (other than for the purpose of solvent restructuring) or cessation or business, including the issue of any resolution or court order issued or application made in relation thereto
“Intellectual Property” or “IP” means patents, registered designs, trademarks, design rights, copyright, database rights and all other similar or equivalent rights subsisting in inventions, designs, drawings, software or information, including rights in know-how and trade secrets
“Laws” means all statutes, regulations, rules, codes of practice and other sources of law that either have binding effect or are, as a matter of general practice, complied with by the persons to whom they are applicable, including any of the foregoing that relate to export control (including International Traffic in Arms Regulations and Export Administration Regulations), health and safety, environmental protection, data protection, anti-bribery and corruption and the restriction of chemicals.
“Materials” means the MTC Materials and/or the Customer Materials, as the context admits or requires
“MTC” means the member of the MTC Group that issued the Proposal
“MTC Group” means The Manufacturing Technology Centre Limited and each of its Affiliates from time to time
“MTC Materials” means any materials, equipment and tools, drawings, specifications and data supplied by MTC to the Customer for use in connection with the Contract, other than the Deliverables
“Order” means the Customer’s order for the Work, as set out in a purchase order which references the Proposal or in the Customer’s written acceptance of the Proposal
"Parties” means MTC and the Customer, each of them being a “Party”
“Price” means the price of the Work, as set out in or calculated in accordance with the Proposal
“Proposal” means MTC’s written proposal for the Work
"Prototypes” any article or software designed, developed or manufactured by MTC in connection with the Services that is expressly or implicitly intended to be a prototype, preliminary version, test piece or sample
“Receiving Party” means a Party receiving Confidential Information
“Representatives” shall mean, in relation to any person, that person’s employees, workers, officers and professional advisors and in the case of MTC, its Affiliates and any of its or its Affiliates’ employees, workers, officers, professional advisors, subcontractors or suppliers
“Services” means the services to be performed by MTC, as specified in the Specification
“Service Outputs” means the results of the Services that MTC is required to supply to the Customer according to the Proposal, including any such results that are software, documents, information, drawings, designs or Protoypes
“Specification” means the description of the Goods and/or Services contained in the Proposal or a Change Request
“Work” means the provision of the Goods and/or performance of the Services, as applicable
“Third Party Content” means any information, software, documents, drawings or designs that, according to the Proposal, MTC will procure from a third party and incorporate in the Service Outputs
“Third Party Goods” means Goods that, according to the Proposal, MTC will procure on behalf of the Customer from a third party
1.2 In these Conditions unless the context otherwise requires any reference to:
1.2.1 "include", "includes", "including", “in particular” or similar terms will not be construed as exclusive or limiting examples of the matters in question;
1.2.2 a "person" includes any individual, partnership, consortium, joint venture, trust, company, corporation, government, state, agency, committee, department, authority and other bodies, corporate or unincorporated body whether or not having a distinct legal personality;
1.2.3 a provision of any Law is a reference to that provision as extended, applied or amended and includes any subordinate legislation;
1.2.4 words imparting the singular include the plural and vice versa;
1.2.5 unless the context otherwise requires, a reference to one gender will include a reference to the other genders;
1.2.6 a reference to a “warranty” shall be deemed to include any assurance, representation, undertaking, guarantee or other commitment or obligation;
1.2.7 "days" is a reference to calendar days; and
1.2.8 references to the Proposal are to the Proposal as varied from time to time by a Change Request that is accepted in writing by the Customer.
2. BASIS OF CONTRACT
2.1 The Order is an offer by the Customer to purchase the Work from MTC in accordance with these Conditions.
2.2 The Order shall only be deemed to be accepted when MTC issues written acceptance of the Order, at which point the Contract comes into existence.
2.3 The following terms shall apply to the Contract, in the following order of precedence, to the exclusion of any terms that the Customer seeks to impose or incorporate or which might be implied by law, trade custom, practice or course of dealing:
2.3.1 any terms and conditions set out in the Proposal; and
2.3.2 these Conditions.
2.4 These Conditions apply to both Goods and Services unless otherwise expressly stated.
3. OBLIGATIONS RELATING TO THE SUPPLY OF GOODS
3.1 On delivery, the Goods shall materially conform to the Specification, subject to clause 5.1.
3.2 Any dates quoted for delivery of Goods are approximate only and time for delivery is not of the essence.
3.3 MTC shall make the Goods available for collection from the Delivery Location or deliver the Goods to the Delivery Location, according to the Applicable Incoterm.
3.4 Subject to clause 3.5, risk in the Goods shall pass to the Customer:
3.4.1 when the Customer or its appointed carrier commences loading of the Goods at the Delivery Location, if the Delivery Location is at premises owned or operated by MTC; or
3.4.2 when MTC or its appointed Representative completes unloading of the Goods at the Delivery Location, if the Delivery Location is at any other location.
3.5 If the Customer fails to collect the Goods during the Delivery Period or take delivery of the Goods on the Delivery Date, as the case may be, then:
3.5.1 MTC will store the Goods, at the Customer’s expense, and make them available for collection from MTC’s premises for a further 14 days, after which MTC may dispose of all or any Goods and recover any shortfall in the price payable by the Customer and price paid by an alternative buyer; and
3.5.2 risk in the Goods will be deemed to pass to the Customer at the end of the Delivery Period or at the end of the day on the Delivery Date, as applicable.
3.6 Title to the Goods shall not pass to the Customer until MTC has received payment in full for the Goods. If the Goods are delivered to the Customer prior to the Customer acquiring title, then from delivery until title passes, the Customer must insure the Goods for their full price and ensure that the Goods remain identifiable as the property of MTC. If the Contract terminates prior to title passing to the Customer the Customer must deliver the Goods up to MTC and, if the Goods are not delivered up promptly, MTC or its Representatives may enter any premises where the Goods are stored to take possession of them.
4. PROTOTYPES AND PRODUCT LIABILITY
4.1 MTC will use reasonable endeavours to ensure that any Prototype conforms to the Specification but the Customer acknowledges that conformity is not guaranteed.
4.2 The Customer must not use or permit the use of any Prototype other than for demonstrating or evaluating the relevant technology or design.
4.3 The Customer will be solely responsible for ensuring that any product based on a Prototype or other Service Output is safe for use and compliant with all applicable Laws, before selling or operating such product.
4.4 The Customer will indemnify MTC for any loss, damages, claims, cost or expenses suffered or incurred by MTC as a result of or in connection with:
4.4.1 the Customer using a Prototype other than as permitted under these Conditions; or
4.4.2 the Customer designing, manufacturing, selling or otherwise making available any product that is based on a Prototype or otherwise incorporates any of the Service Outputs.
4.5 Clauses 3.2 to 3.6 (inclusive) shall apply in respect of any Protoypes that are hardware, as though references in those clauses to Goods were references to Prototypes.
5. THIRD PARTY GOODS
5.1 MTC shall use its reasonable endeavours to assign to the Customer the benefit of any warranty given by the supplier of Third Party Goods in relation to their quality, performance or fitness for purpose, but shall have no further liability in respect of those matters or for any defects in the Third Party Goods, notwithstanding anything to the contrary in these Conditions.
5.2 If required under the Proposal, MTC shall seek the Customer’s prior written approval of the terms and conditions applicable to the purchase of the Third Party Goods. MTC shall have no liability for failing to procure or supply the Third Party Goods to the extent that the Customer withholds such approval.
6. OBLIGATION RELATING TO THE SUPPLY OF SERVICES
6.1 MTC shall provide the Services with reasonable skill and care and in accordance with the Specification in all material respects.
6.2 The Customer acknowledges and agrees that MTC provides no warranty as to the outcome of the Services or the suitability of the Service Outputs for any particular purpose.
6.3 MTC shall use reasonable endeavours to meet any performance dates for the Services set out in the Proposal but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
7. THIRD PARTY CONTENT
MTC shall use reasonable endeavours to satisfy itself that the Third Party Content will enable the Service Outputs to conform with the Specification in all material respects but shall have no further responsibility or liability in respect of the Third Party Content including in respect of any infringement of third party IP.
8. CUSTOMER’S OBLIGATIONS
8.1 The Customer shall:
8.1.1 cooperate with MTC in all matters in relation to the Work;
8.1.2 deliver the Dependencies and provide MTC and its Representatives with any other information and materials and access to the Customer’s premises, facilities or Representatives as MTC reasonably requires in order to undertake the Work;
8.1.3 obtain and maintain all necessary licences, permissions and consents which may be required for the Work (excluding those that are designated in the Proposal as being the responsibility of MTC);
8.1.4 ensure, if MTC’s Representatives are undertaking Work at the Customer’s premises, that those premises are compliant with all applicable Laws;
8.1.5 satisfy itself, prior to entering into the Contract, that the Assumptions are valid; and
8.1.6 hold all MTC Materials in safe custody at its risk, maintain them in good condition until returned to MTC and not dispose of them other than in accordance with MTC’s written instructions.
8.2 If MTC’s performance of any of its obligations under the Contract is prevented or delayed by the Customer’s non-compliance with these Conditions, then, without prejudice to MTC’s other rights and remedies:
8.2.1 MTC may rely on such non-compliance to relieve it from any liability for failure to perform, or delay in performing, its obligations under the Contract, to the extent the delay or failure is caused by such non- compliance; and
8.2.2 the Customer shall reimburse MTC on demand for any costs or losses caused by such non-compliance.
9. PERSONNEL
9.1 If, as a result of the commencement of the Contract (in whole or in part), the contract of employment or engagement between the Customer or any of its suppliers and any of its Representatives has, or is alleged to have, effect, pursuant to applicable Law, as if originally made between such Representative and MTC or any of its Affiliates or Representatives, then the Customer shall indemnify MTC and/or its Affiliates against all Losses suffered or incurred by it or them as a result of any such employment or engagement or the termination thereof.
9.2 Neither Party shall, during the term of the Contract and for a period of six months after its termination or expiry, directly entice away any employee of other Party provided that nothing shall prevent a Party from employing a person who has responded to a bona fide published recruitment advertisement without any additional inducement or encouragement.
10. REMEDIES
10.1 The Work shall be deemed to comply with the requirements of the Contract if the Customer does not notify MTC, within 14 days of delivery of the Goods or completion of the Services, as applicable, that they are not compliant.
10.2 The Customer’s exclusive remedy for any Defect which is notified to MTC by the Customer within 14 days of delivery of the Goods or completion of the Services shall be for MTC, at its option to:
10.2.1 re-perform the affected Services and/or repair, replace or correct the affected Deliverables, as applicable, to remedy the non-compliance; or
10.2.2 reimburse the Customer for such part of the price paid for the affected Deliverables and/or Services as is proportionate to the non-compliance or waive its right to payment of such part of the price, as applicable.
10.3 These Conditions apply to any Deliverables that MTC repairs, replaces or corrects and/or any Services that MTC re-performs pursuant to clause 10.2.
11. CHARGES AND PAYMENT
11.1 The Price for the Goods shall be exclusive of the costs of packaging, insurance, carriage and import or export duties which shall be invoiced to the Customer in addition.
11.2 The Price for the Services shall be exclusive of any expenses reasonably incurred in connection with the Services, including in relation to travel, accommodation and subsistence, which shall be invoiced to the Customer in addition.
11.3 MTC may invoice the Customer in the instalments and at the frequency set out in the Proposal or, if none is specified then:
11.3.1 for the Price of the Goods, any time after the commencement of the Contract; and/or
11.3.2 for the Price of Services:
a) monthly in equal instalments if the price of the Services is fixed; or
b) monthly in arrears if the price of the Services is calculated on a time and materials basis.
11.4 Commencement of the Work shall be conditional on payment in full of the Deposit, where applicable.
11.5 The Customer shall pay correctly invoiced amounts in pounds sterling (GBP) (unless an alternative currency is specified in the Proposal) within 30 days of the date of the invoice, by such method as is specific in the Proposal or otherwise notified in writing by MTC to the Customer.
11.6 All amounts payable by the Customer under the Contract are exclusive of value added tax chargeable from time to time (“VAT”). The Customer shall, on receipt of a valid VAT invoice, pay any additional amounts in respect of VAT, at the same time as payment is due for the price of the Goods and/or charges for the Services.
11.7 If a Party fails to make a payment due under these Conditions by the due date, it shall pay interest on the overdue sum, whether before or after judgment, accruing each day from the due date at 4 % per annum above base rate from time to time of Barclays Bank plc.
11.8 MTC may, without limiting its other rights and remedies, suspend the Work during any period when any invoices submitted by MTC in respect thereof are outstanding for a period of 30 days or more and shall not be obliged to resume the Work until all such invoices have been paid in full.
11.9 Where the Proposal specifies a Budget, MTC shall use reasonable endeavours to complete the Work within the Budget but the Customer acknowledges that this might not be possible given the nature of the Work, in respect of which it is not always possible accurately to predict the resource and activity required. MTC will notify the Customer when the Budget has been reached and will suspend Work unless and until a new Budget is agreed in writing between the Parties.
12. INTELLECTUAL PROPERTY RIGHTS
12.1 The Foreground IP shall be owned by MTC except for Foreground IP which is described in the Proposal as owned or intended to be owned by the Customer, if any (the “Customer Foreground IP”). MTC hereby assigns, and will cause its Representatives to assign, the Customer Foreground IP to the Customer with full title guarantee and free from encumbrances, with effect from the date on which they arise.
12.2 The Customer hereby grants to MTC a non-exclusive, royalty-free, perpetual, irrevocable, sub-licensable, worldwide licence to use the Customer’s Intellectual Property for the purpose of performing the Contract and for internal research and development.
12.3 MTC hereby grants to the Customer a non-exclusive, royalty-free, perpetual, irrevocable licence to use MTC’s Intellectual Property for the purpose of using the Deliverables.
12.4 MTC warrants that it will not knowingly supply any Deliverables the use of which will infringe the Intellectual Property of any third party.
12.5 The Customer will indemnify MTC in respect of any claims that MTC’s use, in the performance of the Contract, of the Customer Materials, infringes a third party’s Intellectual Property.
13. CONFIDENTIALITY
13.1 The Receiving Party shall treat the Disclosing Party’s Confidential Information with the same care as it treats its own information but with not less than a reasonable degree of care.
13.2 The Receiving Party shall not use the Disclosing Party’s Confidential Information for any purpose other than the carrying out of its obligations under the Contract or exercising its rights under the Contract (including the licences in clause 12) (the “Purpose”).
13.3 The Receiving Party shall not disclose the Disclosing Party’s Confidential Information except to its Representatives who need the same for the Purpose. The Receiving Party shall be liable for any acts or omissions of its Representatives in relation to the Confidential Information, as though it were its own acts or omissions.
13.4 The undertaking in Clauses 13.2 and 13.3 above shall not apply to information:
13.4.1 which is in or enters the public domain other than through breach of these Conditions;
13.4.2 which a Party can demonstrate was known to it at the time of disclosure or subsequently independently developed by it without use of the Receiving’s Party’s Confidential Information;
13.4.3 lawfully acquired from third parties who had a right to disclose it with no obligations of confidentiality to the Disclosing Party; or
13.4.4 is required to be disclosed by applicable law or court order or by any Party's regulatory body, which is empowered by Law, provided that the Receiving Party shall, to the extent permitted by law, notify the Disclosing Party promptly of any such requirement and cooperate with the Disclosing Party to minimise or manage the disclosure.
13.5 Nothing shall prevent a Receiving Party from disclosing Information that constitutes Background IP or Foreground IP of the Disclosing Party, to any person to whom the Receiving Party is entitled under these Conditions to sublicense its use.
14. COMPLIANCE WITH LAWS
14.1 Each Party will:
14.1.1 comply with all applicable Laws in relation to the Contract;
14.1.2 not provide the other Party with Materials that have a military origin, unless expressly agreed in writing by the other Party;
14.1.3 notify the other Party in writing, prior to supplying any Materials to the other Party, if any such Materials are subject to export control Laws and, if so:
a) notify the other Party of the country of origin of such Materials and, if applicable, the identity of the third party who originally supplied those Materials to the supplying Party;
b) clearly mark any such Materials with the applicable export control restriction or classification; and
c) provide a copy of any export control licence under which such Materials are supplied, if reasonably requested by the other Party;
14.1.4 not export any Materials notified to it by the other Party as being subject to export control Laws;
14.1.5 comply with any restrictions or conditions imposed by applicable Law and notified to it by the other Party in respect of any Materials provided to it by the other Party, including the conditions of any licence appliable to the export of such Materials; and
14.1.6 provide reasonable cooperation to the other Party to enable the other Party to comply with applicable Laws in relation to the subject matter of the Contract, including providing any end user undertaking reasonably requested by the other Party.
14.2 For the purpose of clause 14.1, references to Materials supplied by MTC to the Customer shall be deemed to include the Deliverables.
14.3 If MTC processes personal data on behalf of the Customer:
14.3.1 MTC shall not transfer such personal data outside of the United Kingdom without the prior written consent of the Customer;
14.3.2 MTC shall comply with any instructions of the Customer from time to time in relation to such processing;
14.3.3 MTC shall have in place technical and organisational measures to protect the personal data against loss, destruction, damage or unauthorised access or use; and
14.3.4 the Customer shall be solely responsible for obtaining any necessary consents from data subjects whose personal data are processed by MTC on behalf of the Customer and for providing those data subjects with all necessary information as to the nature and purpose of the processing.
14.4 MTC shall not be liable for any failure or delay in performing the Contract to the extent caused by compliance with applicable Law, provided that MTC shall use reasonable endeavours to obtain any permissions, consents or licences required by Law for the performance of the Contract and designated in the Proposal as the responsibility of MTC. If any such failure or delay persists for more than 3 months, either Party may terminate the Contract on immediate written notice to the other.
14.5 Terms and expressions used in this clause 14 that are defined in applicable Laws, shall have the meaning assigned to them under such Laws.
15. LIABILITY
15.1 Subject to clause 15.2:
15.1.1 neither Party shall be liable under or in connection with the Contract for any indirect or consequential loss; and
15.1.2 MTC’s aggregate liability to the Customer under or in connection with the Contract (whether for breach of contract, in tort (including negligence), for breach of statutory duty or otherwise) shall not exceed the price paid or payable by the Customer to MTC in connection with the Contract.
15.2 Neither Party’s liability under or in connection with the Contract shall be limited or excluded in respect of death or personal injury arising from its negligence, fraud or fraudulent misrepresentation or any other liability that cannot lawfully be limited or excluded.
16. TERMINATION
16.1 Either Party (the “first Party”) may terminate the Contract on written notice to the other Party if the other Party (the “Defaulting Party”) if:
16.1.1 the Defaulting Party commits a material breach of the Contract which it fails to remedy within 30 days of being requested in writing by the first party to do so (and, where MTC is the first party, non-payment by the Customer of an invoice when it falls due shall constitute a material breach); or
16.1.2 the Defaulting Party is subject to an Insolvency Event.
16.2 Either Party may terminate the Contract in accordance with any other provision of these Conditions that expressly permits it to do so.
16.3 MTC may terminate the Contract at any time on written notice to the Customer if:
16.3.1 the Customer unreasonably withholds or delays approval of a Change Request;
16.3.2 the Budget is reached prior to completion of the Work and the Parties cannot, within a reasonable time, agree on a new Budget; or
16.3.3 where the Proposal indicates an initial phase of Work during which the subsequent phases are scoped, the Parties fail, within a reasonable time, to agree the Specification for the subsequent phases.
16.4 Following termination of the Contract for any reason:
16.4.1 MTC may invoice the Customer in respect of any Work undertaken for which no invoice has previously been submitted;
16.4.2 MTC shall not be obliged to undertake further Work but shall make available to the Customer, in accordance with these Conditions, any Goods or completed Deliverables paid for in full;
16.4.3 the Customer shall promptly pay all of MTC’s outstanding invoices;
16.4.4 each Party shall return any Materials in its possession belonging to the other Party by making them available for collection by the other Party during Business Hours within 7 days from termination, and MTC may after such time destroy any Materials provided by the Customer that were expressly or implicitly intended to be consumed as a result of the Work including any surplus materials or samples;
16.4.5 MTC may destroy any Prototypes or partially completed Deliverables in its possession, unless otherwise agreed in writing with the Customer; and
16.4.6 each Party shall, at the other’s option, destroy or erase any Confidential Information or personal data provided by the other Party and certify in writing to the other Party its compliance with the requirements of this clause 16.4.
17. FORCE MAJEURE
17.1 A Party shall not be liable for failure to perform, or delay in performing, its obligations under the Contract if such failure or delay arises from an occurrence or circumstances beyond the reasonable control of that Party, provided that the foregoing shall not excuse either Party from meeting its payment obligations.
17.2 If MTC’s performance is affected by an occurrence or circumstances beyond its reasonable control, it shall notify the Customer in writing as soon as possible and either Party may terminate the Contract on written notice to the other Party if such occurrence or circumstances persist for 3 months or longer.
18. GENERAL
18.1 MTC may assign the benefit of the Contract (in whole or in part) at any time to any of its Affiliates.
18.2 MTC may subcontract the performance of the Contract to any third party.
18.3 The Customer may not assign its rights or subcontract its obligations without the prior written consent of MTC.
18.4 The Contract, consisting of the Proposal and these Conditions, constitute the entire agreement between the Parties with regard to the Work.
18.5 Any variation to the terms of the Contract shall be in writing and signed by authorised signatories for all Parties.
18.6 If and to the extent that any provision or part provision of these Conditions prove to be invalid or unenforceable, they shall be deemed to be severed from the remainder, which shall continue to remain valid and enforceable. The Parties will negotiate in good faith to replace any invalid or unenforceable provision with a valid, legal and enforceable provision which has an effect as close as possible to the provision or terms being replaced.
18.7 Nothing in the Contract shall create or be deemed to create a partnership (within the meaning of the Partnership Act 1890) or to have created the relationship of principal and agent, a membership or any other legal entity between the Parties other than as specifically set out herein.
18.8 Neither Party shall use the other's name, crest, logo or registered image for any purpose without the express permission of the other Party.
18.9 Any notice to be given under the Contract shall be sent by pre-paid first class post or delivered personally to the Party’s registered office address, addressed to its company secretary, or to such alternative address and recipient as is notified by that Party in accordance with this clause. Notices shall be deemed to be delivered on delivery, if delivered personally, or on the next working day, if sent by pre-paid first class post.
18.10 No failure to exercise or delay in the exercise of any right or remedy which any Party may have under the Contract or in connection with the Contract shall operate as a waiver thereof, and nor shall any single or partial exercise of any such right or remedy prevent any further or other exercise thereof or of any other such right or remedy.
18.11 Except as otherwise expressly provided for herein, the Parties confirm that nothing in the Contract shall confer or purport to confer on any third party any benefit or any right to enforce any term of this Contract for the purposes of Contracts (Rights of Third Parties) Act 1999.
19. GOVERNING LAW AND JURISDICTION
19.1 The Contract and any dispute arising in connection with it (including any non-contractual dispute) shall be governed by the laws of England and Wales and, subject to clause 19.2, the courts of England and Wales shall have exclusive jurisdiction over any such dispute.
19.2 MTC may, on written notice to the Customer, refer any dispute to arbitration under the LCIA rules, in which case the number of arbitrators shall be three and the place of arbitration shall be London. Each Party shall select one arbitrator within 14 days of the dispute being referred to arbitration and the third arbitrator shall be selected by the two arbitrators appointed by the Parties.