SALE ON CONSIGNMENT AND AGENCY TERMS
Please read these terms very carefully before asking Atelier Mayer Limited to accept your goods on consignment or for onward sale. Consumers who are resident within the European Economic Area who consign their goods to us must read Clauses 9-12 below in particular
Proceed to Consignment Form
1.2 "Consumer" means a natural person who is resident in The European Economic Area who accesses our Website and in particular but without limitation buys any goods offered for sale on this Website by us and/or who consigns goods to us for onward sale through this Website other than in the course of or as part of a business which the Consignor conducts or with which the Consignor is involved
1.3 "Consignment" in the expression "on Consignment" in relation to Goods means that Goods on Consignment are offered by us for sale, whether or not the Goods are held by us, acting as the agent for the Consignor of the Goods and contracting as agent for the Consignor of the Goods with the buyer;
1.4 "Consignment Form" means our template completed and offered by the Consignor to us before our acceptance of the appointment to act as the Consignor's agent to sell and where deliverable to us, to store, the Consignor's Goods on Consignment.
1.5 "Consignor" means the legal owner or the person or company duly authorised by the legal owner of the Goods consigned to us for onward sale
1.6 "Contract" means the contract between the Consignor and us for the sale of Goods incorporating these Terms;
1.7 "Goods" means the articles that the Consignor consigns to us for onward sale;
1.8 "Selling Price" the price authorised by the Consignor of the Goods plus VAT at the rate prevailing at the time of sale displayed on our website for sales within the European Union
1.9 "Terms" means these terms and conditions upon which we agree to offer the Consignor's Goods for onward sale through our Website to buyers;
1.10 "We" (including "Our" and "Us") refers to Atelier Mayer Limited
1.11 "Website" means our on-line facility the url of which is http://www.atelier-mayer.com and we are contactable at customer services
1.12 "You" (including "Your") refers to the Consignor and or the legal owner of the Goods
2.1 Nothing in these Terms shall limit or exclude the statutory rights of any Consumer in the European Economic Area. Otherwise
2.2 ... these Terms shall apply to all contracts for the consignment of Goods to us for onward sale and shall prevail over any other documentation or communication from the Consignor
2.3 The contract between us and you will come into effect when your instructions to sell Goods through our website in accordance with the Consignment Form accepted by us prior to our performance. The place the contract is made and performed is London, England.
2.4 You as the Consignor contract with us as a principal whether or not you are the legal owner of the Goods and you will have to look to the legal owner in respect of any loss you suffer for which you are not responsible as a result of any breach caused failure to perform or want of title by the legal owner
2.5 Your despatch to us of the Goods or materials for promoting such Goods shall be deemed conclusive evidence of your acceptance of these Terms.
2.6 VAT at the rate current from time to time in the UK has to be added to authorised prices of any Goods advertised for sale on our website. However a corresponding credit against the total Selling Price is given to any non EU resident buyer when non EU buyer has the Selling Prices of all Goods placed in the shopping bag totalled before purchase
2.7 Any variation to these Terms shall be inapplicable unless agreed in writing and signed off by us.
3.1 All requests to us through the completed Consignment Form to accept Goods on Consignment shall be deemed to be an offer by you to us to act as your agent pursuant to these Terms and are subject to acceptance by us, which we may refuse at our discretion.
3.2 The Consignment Form which will be numbered by us upon acceptance must contain the following information if the same exists or it may be rejected:-
(a) The full name and address both physical and electronic of the legal owner of the Goods
(b) The full name and address both physical and electronic of the Consignor if not the legal owner of the Goods
(c) A verified letter of authority from the legal owner of the Goods consenting to the consignment.
(d) Confirmation that the Consignor is at least 18 years old.
(e) A contact telephone number at which the Consignor can be contacted or left a message at any time between the hours of 12 midday and 6 pm on any weekday excluding English bank holidays
(f) A statement if that is the case that the Consignor is a Consumer resident within the European Economic Area
(g) A proper description of the Goods to be consigned including British European or United States measurement sizes (specifying which) and details of any bespoke tailoring affecting those sizes (eg: for dresses - short/regular/long sleeves; for shoes - extra wide! wide/regular/narrow fit)
(h) A description of any special features affecting any particular Goods being consigned
(i) Whether any documentary provenance (including original labels tags cases or packaging) is offered with the Goods, details of that provenance, and whether there are any limitations on its use and reproduction in any medium to promote the sale of the Goods
(j) The price being sought for the Goods by the Consignor expressed in £ Sterling and any authorised discount margin which may be offered to buyers after a specified period of time, which the Consignor should specify
(k) If the Consignor is not a Consumer you should supply a pro forma invoice in respect of the Goods
(I) The length of time if less than  months which the Consignor wishes us to offer the Goods for sale.
(m) Details of any previous or contemporary efforts by the Consignor to sell the Goods on-line
(n) Acknowledgment of our entitlements to commission set out in Clause 5 of these contractual terms
(o) Your bank account details with BACS or SWIFT national or international references for electronic remittance of net proceeds of sale.
(p) The national VAT Registration number for any non United Kingdom Consignor whose principal place of business is in a member state of the European Union
(q) Acknowledgment that the Consignor will bear all and any local export duties and local sales taxes if any which may be incurred upon either or both exportation from or sale of the Goods within the location where those Goods are held
(r) Confirmation by the Consignor that he or she has read and accepts these Terms
3.4 We shall review the Consignment Form submitted by you and reply to you by email to notify you of any additional requirements necessary before our agreement to accept the Goods on Consignment for onwards sale if the Goods are to be sent to us alternatively to act as your agent to procure a sale on your behalf if the Goods are not physically to be remitted to us for onward sale. We reserve the right in our entire discretion to refuse to accept any Goods or to reject and return them to you at any time before or during the sale period.
4. PROMOTION AND PRICING
4.1 We accept goods on Consignment provided that the period of Consignment is not less than 6 months from delivery of them to us or (if the Goods are retained by you during our appointment) our appointment is exclusive as your agent to offer the Goods for onward sale on our Website.
4.2 Goods will be featured on our Website accompanied by photographic illustration in respect of which you give us a full and unrestricted licence to reproduce and or feature the Goods in hologram, or read only visual form for uploading onto the Internet or otherwise two dimensionally in images downloaded from the internet or published in any other medium whatsoever. In the event any provenance is tendered with Goods that provenance if you wish us to use it fully in support of the sale must be licensed by the author of the provenance to be reproduced in any medium to promote the sale of the Goods; we must be told if it is not so licensed in which case a short description of the provenance will be added to the entry prepared by us for the Goods to which the provenance relates.
4.3 We shall create and provide for so long as the Goods remained consigned to us at least one dedicated image or reproduce an image provided by you if the Goods are not delivered to us but are offered for onward sale during our appointment cleared by you beforehand for reproduction in any medium by us of each item (or pair as the case may be) viewable by any accessor to our Website to be uploaded onto our Website accompanied by an appropriate description and details pertaining to measurements of the Goods. We shall where we are satisfied that it is lawful to do so also include scanned copies of any documentary provenance in relation to the said Goods. We shall also indicate the identity of the Consignor unless you instruct us not to do so but we shall in that case make it clear to any buyer accessing our Website that the goods are held by us on Consignment as agent for an undisclosed principal. We shall use all proper endeavours to ensure that your consigned goods are uploaded into the appropriate page on the Website.
4.4 Your Goods will be advertised on our website at the current authorised price (or any lesser price under which you subsequently authorise us to offer the Goods) to which we are obliged to add the appropriate rate of VAT at the point of sale in the United Kingdom to provide the Selling Price at the time of purchase and reproduced in the Shopping Bag. The total price due will however have subtracted from it that VAT element in respect of any Goods purchased by any buyer who is resident or which has its principal place of business outside the European Union. The price excludes delivery charges likewise inclusive of VAT to which a corresponding contra will be provided for a supply outside the European Union.
4.5 You will be notified of the proposed entry's posting on the Website for approval prior to uploading. The entry should be checked immediately by you to ensure that there is nothing erroneous or inaccurate about either the contents of the image or the entry accompanying it and when it has been approved it will be uploaded.
4.6 The copyright and rights in the nature of copyright in all promotional materials (other than those supplied by you to us) are reserved to us and neither they nor the entry sent to you for approval can be used or reproduced by you without our express prior written consent
5. OUR COMMISSION, EXPENSES, LOCAL SALES TAXES AND EXPORT DUTIES
5.1 IMPORTANT: You must arrange for the discharge of all and any export duties customs dues and or sales taxes payable (if any) in connection with the exportation of the Goods from the location where the Goods are held immediately prior to consignment to us, or if not to us, to the buyer of the Goods. Failure to do so may prevent the goods being delivered to the buyer and a breach of contract for which you would be responsible.
5.2 Our headline commission is 50% (net of VAT if leviable) of the highest authorised price (net of VAT if leviable) in £ Sterling sought by the Consignor for Goods sold by us to a buyer.
5.3 Discounts from the headline commission rate may be negotiated at our discretion and will be applicable if the Consignor both consigns and delivers to us Goods of a total net value exceeding £5000 in any twelve month period and those Goods are both sold for at least £5000 net of VAT, delivery charges and or import duties and customs dues, and paid for within that twelve month period.
5.4 In the event any Goods are not sold within the period stipulated in the Consignment Form by the Consignor or 12 months whichever the sooner and either the Consignor withdraws those Goods or we notify the Consignor that those Goods are withdrawn from sale the Consignor will account to us for a sum of not more than 7% of the highest authorised price of the Goods in £ Sterling to cover administrative expenses and a contribution to insurance whilst in our possession and all costs of returning the Goods to the Consignor.
5.5 The Consignor will be responsible for all shipping charges excluding onward import duties or customs dues incurred in connection with the Consigned Goods and if we are instructed to consign those Goods to the buyer you will reimburse us any expenses we incur either for delivering those Goods to the buyer or of paying for their return or collection through exercise by a Consumer buyer of his right of cancellation under the EC Directive on Distance Selling
5.6 VAT at the rate prevailing from time to time in the United Kingdom will be added to our commission payable and expenses reimbursable by Consignors resident or whose principal place of business is within a member state of the European Union. PLEASE NOTE: in the event you [the Consignor] instruct us not to disclose your identity to an onward purchaser we are required to levy payable VAT on any onward sale of your Goods to a buyer resident or whose principal place of business is in a member state of the European Union. In consequence the price of the goods authorised by you at the time of sale will attract VAT at the current prevailing rate in the UK but we shall not levy commission on the VAT element of the total price to the buyer.
5.7 Our commission is payable to us by you when the Goods are actually bought by the buyer and the Consignor bears the risk of a default in payment by the buyer. Our commission remains payable even if the Buyer defaults. We accept electronic payment by Visa, Visa Electron, MasterCard, American Express, Delta, and Maestro. Payment is routinely debited and cleared from the buyer's account upon acceptance by us of the buyer's order. Buyers warrant to us that the credit/debit card that is being used is the buyer's. All credit/debit card holders are subject to validation checks and authorisation by the card issuer. If the issuer of the buyer's payment card refuses to authorise payment to us, we do not deliver the Goods to the buyer; if the Goods you have asked us to sell are held otherwise than by us we shall tell you as soon as possible of any want of authorization and you should not release the Goods to the buyer. Whilst we use all reasonable endeavours to secure payment by credit, charge or debit cards and we use Protex we cannot guarantee that the card used is in fact that of the buyer or that the Card is not being used by someone under the age of 18 (or in the USA under the age of 21) or that the transaction may not be reversed by the card issuer at a subsequent stage. We shall not however charge commission on purchases which are cancelled under the EC Directive on Distance Selling but reserve the right to charge you an administration expense of 7% of the highest authorised price (+ VAT if payable) in relation to those Goods if they remain unsold at the end of the sale period or 12 months whichever the sooner.
5.8 Our Commission and any reimbursable expenses respectively (with VAT at the then prevailing rate if payable) will ordinarily be deducted from the sums we receive from the Buyer's card issuer.
5.9 In the unlikely event of a transaction being reversed otherwise than because of the EC Directive on Distance Selling we shall be entitled to charge interest on unpaid commission from the date when the transaction is reversed until the date of payment by you at a rate of 4% per annum above the base lending rate of HSBC Bank plc from time to time in force.
5.10 If any Goods remain unsold and you have not collected them or paid us to return them to you more than three calendar months after the end of the sale period or 12 months from their delivery to us and regardless of any termination of our authority to act as your agent you by contracting with us in respect of those Goods irrevocably authorise us to sell those Goods. After we have recouped both our expenses of storage and sale (including any reconditioning or further cleaning) and 30% of the price we have realised on sale of those Goods we shall remit the net sale proceeds if any to you.
5.11 Nothing in these terms or under law shall prevent you and us agreeing a sale of any Goods to us in respect of which we shall agree a discount from the price for the Goods you have stipulated at the time we agree the sale less a discount not exceeding 30%. In the event we buy those Goods from you we shall not be entitled to recover any reimbursable expenses. In the event such a sale is concluded between us we shall account to you for the discounted sale price within 30 days following receipt of your (VAT) invoice addressed to us either by payment into your nominated bank account or at your request if you maintain an account with us to offset any unpaid commission or reimbursable expenses due to us.
6. ACCOUNTING AND PAYMENT TO YOU
6.1 We shall raise an invoice (or VAT Invoice as required for residents in a member state of the European Union) addressed to you recording the sale within seven days immediately following the sale — it will be transmitted to you by email and a hard copy will be sent within fifteen working days thereafter
6.2 We account to you in £ Sterling in respect of the net proceeds of sale after deduction of commission reimbursement of expenses and VAT if payable no later than 30 days following the sale. We may at our discretion agree to your request to account to you for the net proceeds of sale in a currency other than £ Sterling but you will be responsible for any commission payable on currency conversion and for any fluctuation in exchange rates which may adversely affect the total net proceeds of sale. You will be responsible for all bank charges incurred in the remittance of the net proceeds of sale.
6.3 If the Consignor is not a Consumer and we have agreed to operate an account for you we shall agree with you periodic accounting in respect of Goods sold within the material periods
6.4 IMPORTANT The Consignor must be aware and accepts that it is open to any Buyer using a Credit Card to effect a transaction within the United Kingdom to seek reimbursement from the Card Issuer in the event the Goods bought under the transaction are defective or defects emerge within three months following their purchase. In the event that occurs and any attempt is made to recoup monies from us, you will indemnify us in respect of any such claim and be responsible for payment of our Commission and reimbursement of expenses respectively (with VAT if payable)
7. WITHDRAWAL BY US OF GOODS FROM SALE
7.1 We reserve the right at our complete discretion to withdraw any Goods offered for sale from the Website at any time.
7.2 We shall not be liable to the Consignor for withdrawing any Goods offered for sale from the Website in any amount other than where the Goods are in our possession any unpaid cost of returning those Goods to the Consignor.
8. AGE OF CONSENT
8.1 No Consignment will knowingly be accepted from any person who is under the age of 18. We will not be responsible for ensuring that declarations of age made to us are truthful. Any person who is under the age of 18 who consigns goods to us for onward sale will be deemed for the purposes of the contract to be an adult.
8.2 If the Seller discovers that the Consignor is not legally entitled to contract in relation to the consigned Goods, we shall be entitled to terminate our agreement with you immediately, without notice and shall not be responsible for returning the Goods to you.
THE EC DIRECTIVE ON DISTANCE SELLING (DIRECTIVE 97/7) RATIFIED BY THE CONSUMER PROTECTION (CONTRACTS CONCLUDED BY MEANS OF DISTANCE COMMUNICATIONS)REGULATIONS 2000 REQUIRES US TO INFORM ALL CONSUMERS RESIDENT WITHIN THEEUROPEAN ECONOMIC AREA OF CLAUSES 9 -12 WHICH ARE TO BE READ WITH AND FORM A PART OF THESE TERMS AND CONDITIONS FOR SUCH CONSUMERS
10. DESCRIPTION AND PRICE
10.1 Our terms of business and our commission rates are set out (together with the value added and/or any other applicable tax) on this Website. Our Commission can be determined at any time by reference to the Consignor's highest authorised price for the pertinent consigned Goods and multiplying that price by the commission percentage rate. If VAT is payable by you as a Consumer resident within a member state of the European Union, and your Goods are not exempt goods for the purposes of VAT, the current applicable rate of VAT in the United Kingdom is 20%. Thus for example
(a) in relation to Goods consigned to us by you under your name with the highest authorised price of £1,000 (and a Selling Price therefore of £1,200) our commission on a sale of those goods at that or a lower authorised price would be £500 + VAT of £100.00 totalling £600.00
(b) If you consign those goods to us with a request not to disclose your identity a Highest authorised price of [say] £1,000 (and a Selling Price therefore of £1,200) has to have added to it £175 VAT if a sale is made to a person resident or whose principal place of business is within a member state of the European Union. Our commission however at that or a lower authorised price would remain £500 + VAT of £100 totalling £600.00.
10.3 Unless you authorise us to disclose your personal information on our website to be described either as owner or as consignor if not the owner, you acknowledge that we are acting as your disclosed agent for you as an undisclosed principal. We remain your agent even though your identity is not disclosed. You should also be aware that if there is a default in payment by the buyer you and not we are entitled to pursue the buyer for payment for the goods; alternatively if there is a complaint by the buyer about a hidden or undeclared defect; in either event your personal information would have to be disclosed at that stage.
10.4 Whilst every care is taken to ensure that we perform our services to the best of our ability we cannot guarantee that the Goods which have been sold to a Consumer buyer and then returned under the EC Directive on Distance Selling will be as new and free from defect or material alteration since the Goods were consigned to us. Nor can we guard against ordinary deterioration of any Goods through the passage of time
11 RETURN OF CONSIGNED GOODS
11.1 If you decide to cancel an accepted Consignment Form and the Goods have already been received by us you will be informed by return email about the cost of returning the Consigned Goods.
11.2 Goods returned within the UK will normally be returned within 10 working days after cancellation.
11.3 Goods supplied outside the UK will normally be returned within 20 working days after cancellation.
11.4 Where a specific return date has been agreed, and where this return date cannot be met, you will be notified and given the opportunity to agree a new return date.
11.5 We shall use our reasonable endeavours to meet any date agreed for the return of Goods. In any event time of return shall not be of the essence and we shall not be liable for any losses, costs, damages or expenses incurred by you or any third party arising directly or indirectly out of any failure to meet any estimated return date.
11.6 The Goods being returned shall be delivered to the Consignor's address specified in the Consignment Form and the Consignor shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for return.
11.7 Whilst we use all reasonable efforts to remind buyers that if Consigned Goods are tried on, they should be tried on in a careful and hygienic manner to avoid soiling or damage. we cannot be responsible in the event that a buyer has failed to observe these requirements before returning Goods to us in accordance with his rights under the EU Directive on Distance Selling.
11.8 If you cancel the accepted Consignment Form before we have completed any sale the responsibility for paying return delivery charges rests with you and you will be liable for any loss or damage to the Goods in transit and in respect of which you should make appropriate insurance arrangements
12 CANCELLATION OF SERVICES BY CONSUMERS RESIDENT IN THE EEA
12.1 In addition to the Consignor Consumer's other rights under this contract a Consignor Consumer may cancel the services we have agreed to perform under an accepted Consignment Form for any reason up to the point of our posting your Goods on our Website and any Goods (if any) then held by us will be returned within 28 days thereafter.
12.3 Any consigned Goods remaining in our possession must be insured by you against damage or loss by you until they have been despatched for return or recovered as the case may be.
12.4 All correspondence relating to the Services being cancelled must be referenced by the reference of the Consignment Form and a copy of that Consignment Form must accompany the cancellation notice.
13. CONSIGNOR'S WARRANTIES AND INDEMNITIES
You the Consignor warrant:
13.1 that You are either the owner of the Goods or a person or company duly authorised by the owner to consign the Goods to us for onward sale; and
13.2 that all images documents materials and articles which are supplied or included with the Goods for promotion or onward sale may be reproduced in two dimensional format in any media and free for unrestricted commercial use over the World Wide Web and that that such reproduction will not infringe any copyright design right or without limitation any other intellectual property right of any other person; and
13.3 that the Goods consigned to us will contain nothing (including without limitation pins rivets or allergenic materials or treatments to which the Goods have been subjected) which is capable of causing illness or personal injury to any person unpacking using or wearing the Goods; and
13.4 that the Goods conform to the description given you in the Consignment Form and that the Goods have been properly cleaned prior to delivery and that they are in good condition taking account of their age; and
13.5 that all defects tears or material weaknesses have been disclosed to us in the description section of the Consignment Form; and
13.6 that no ivory or other animal substance which emanates from any endangered species as defined in the Convention on International Trade in Endangered Species ("CITES") http://www.cites.org/ has been included in the Goods consigned to us; if you are in doubt you should check on the internet before consigning any goods to us ; and
13.7 that in respect of all Goods consigned and delivered to us for onward sale all local taxes export duties and customs dues payable by you have been duly paid or provided for before we receive the Goods; and
13.8 that you will neither represent to any third party that we are not authorised to act or conclude sales on your behalf in respect of any Goods the subject of a Consignment Form nor rescind our authority to sell on consigned Goods on your behalf without giving us not less than three calendar months written notice of your intention to do so; and
13.9 that where you have retained goods during the sale period you will promptly and in no event more than seven working days after you are notified by us of a sale and at your sole expense (including adequate insurance cover for the Goods whilst in transit) send out to the buyer of any Goods sold on by us on your behalf to the address notified to you by us; and
13.10 that you will comply where appropriate with the requirements of the EC Directive on Distance Selling to recover Goods, including paying the costs of recovery of the same if necessary from any Consumer buyer who exercises his right to cancel a sale of the Goods in accordance with the EC Directive on Distance Selling; and
13.11 You hereby expressly undertake that you will indemnify us and hold us harmless against the consequences of any breach of any of the warranties you have given above and all and any claims including without limitation claims for legal costs and expenses brought by any third party against us before or following sale of the Goods by us on your behalf and any loss including our own full legal costs or damages we suffer in consequence save when such claim loss or damage has arisen as a result of our or our employees' or agents' negligent act or omission or we have made any fraudulent representation to you.
14 OUR DUTIES AND LIMITATION OF LIABILITY TO THE CONSIGNOR OR ULTIMATE OWNER OF THE GOODS
14.1 We shall perform our duties as your agent to satisfy orders from buyers with utmost good faith in accordance with these terms and we shall not seek to recover any sums from the buyer to our own account above and beyond those sums provided to be deducted from the sale price as authorised by these terms.
14.2 We shall disclose to you any interest which any of our directors agents or employees has in any sale of your Goods we propose to conclude to you before any such sale is concluded and will not conclude that sale without your prior approval.
14.3 We shall use all reasonable care expected of a bailee for reward whilst holding or storing Goods which you have consigned to us and maintain insurance to cover them to not less than 90% of those Goods' authorised sale price from time to time.
14.4 Whilst we shall take all proper precautions to prevent damage to the Goods including in particular damage caused by infestation of Goods by insects we cannot guarantee either that the Goods are free from infestation at the time we receive them after transit from you or that Goods which are sold on to buyers who reject them or who cancel a sale under the EC Directive on Distance Selling will not be damaged or infested between the time that the Goods are sold by us to the buyer and their return.
14.5 We may at our option procure and pay for any repairs or reconditioning of the Goods which may be required due to any damage the Goods suffer as a result of our negligent act or omission.
14.6 IMPORTANT Limitation of our liability to You
(a) Our liability to you alternatively to the legal owner if not you of or any third party in connection with the Goods in respect of any damage occasioned to the Goods or their destruction whilst they are in our possession due to our negligent act or omission will not exceed the total of (1) 70% of the latest authorised sale price of those Goods at the time those Goods are damaged or destroyed; plus (2) the cost of any irrecoverable export duties customs dues or local sales taxes paid by you alternatively the legal owner in respect of those Goods; plus (3) the costs (if any) of delivery of the Goods to us.
(b) In the event the Goods are damaged or destroyed whilst in our possession through events beyond our control and we receive any sum in relation to those Goods from Insurers we shall account to you for 70% of the sum so received.
(c) We shall not be liable to you alternatively the legal owner of or any third party in connection with the Goods for any other loss of bargain or economic loss or expense of whatsoever nature or in any other respect save in the event our or our employees' or agents' negligent act or omission causes the Consignor or owner of the Goods death or personal injury or we or our employees have made a fraudulent misrepresentation to you.
(d) If the Consignor alternatively the owner of the Goods consigned to us considers that the above limitation of liability will expose either of you to additional loss you should obtain your own additional insurance cover to the level desired.
No waiver by us (whether express or implied) in enforcing any of our rights under this contract shall prejudice our right to do so in the future.
16. FORCE MAJEURE
We shall not be liable for any delay or failure to perform any of our obligations if the delay or failure results from events or circumstances outside our reasonable control, including but not limited to, acts of God, strikes, lock outs, accidents, war, fire, failure of any communications, telecommunications or computer system, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and we shall be entitled to a reasonable extension of time to perform our obligations.
If any term or provision of these Terms is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Terms had been agreed with the invalid illegal or unenforceable provision eliminated.
18. CHANGES TO TERMS
We shall be entitled to alter these Terms upon giving you not less than three months notice in writing and you shall have the right to terminate our agreement at the end of that three month period on giving us not less than 6 calendar weeks notice before the expiry of that three month period provided that all sales contracted for by us during that period shall together with any pendent right of cancellation in favour of the buyer be honoured in accordance with the then current terms and conditions
19. GOVERNING LAW AND JURISDICTION
These Terms shall be governed by and construed in accordance with the law of England and Wales and the parties hereby submit to the exclusive jurisdiction of the English courts.