Terms & Conditions

Terms & Conditions of sale of the Harboro Rubber Company Limited


The Customer's attention is drawn in particular to the provisions of clause 10.
1.    Interpretation
1.1  Definitions. In these Conditions, the following definitions apply:
       Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
      Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 13.6.
      Contract: the contract between Harboro and the Customer for the sale and purchase of the Goods in accordance with these Conditions.
      Customer: the person or firm who purchases the Goods from Harboro.
      Force Majeure Event: has the meaning given in clause 11.
      Goods: the goods (or any part of them) set out in the Order and includes, where the context requires, any tooling.
      Harboro: The Harboro Rubber Company Limited (registered in England and Wales with company number 257353) whose registered office is at Riverside, Market Harborough, Leicestershire LE16 7PZ.
      Order: the Customer's order for the Goods, as set out in the Customer's purchase order or the Customer's written acceptance of Harboro's quotation, as the case may be.
      Specification: any specification for the Goods, including any related drawings, that is agreed in writing by the Customer and Harboro.


1.2    Construction. In these Conditions, the following rules apply:
a.    A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
b.    A reference to a party includes its personal representatives, successors or permitted assigns.
c.    A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
d.    Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
e.    A reference to writing or written includes faxes and e-mails.


2.    Basis of Contract
2.1   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 trade, custom, practice or course of dealing.
2.2   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 submitted by the Customer are complete and accurate.
2.3    The Order shall only be deemed to be accepted when Harboro issues a written acceptance of the Order or despatches any Goods, the earlier of which time the Contract shall come into existence.
 2.4   The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of Harboro which is not set out in the Contract.
2.5    Any samples, drawings, descriptive matter, or advertising produced by Harboro and any descriptions or illustrations contained in Harboro's catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract or have any contractual force.
2.6    A quotation for the Goods given by Harboro shall not constitute an offer. A quotation shall only be valid for a period of 60 days from its date of issue unless otherwise stated.

3.    Goods
3.1   The Goods are described in the Specification.
3.2   The Customer shall indemnify Harboro 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 professional costs and expenses) suffered or incurred by Harboro as a result of or in connection with:
a.    any claim made against Harboro for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with Harboro's use of a Specification supplied by the Customer.
b.    any claim made against Harboro by a third party arising out of, or in connection with, the supply of the Goods, to the extent that such claim arises out of any material or component supplied by the Customer, its agent or subcontractor; and
c.    any claim made against Harboro by a third party arising out of, or in connection with, defects in any product incorporating any Goods, to the extent that the defect in such product is attributable to the acts or omissions of the Customer, its employee, agent or subcontractor.
3.3   Harboro reserves the right to amend the Specification:
a.    if required by any applicable statutory or regulatory requirements; or
b.    if the material specified in the Specification ceases to be available commercially whether as a result of new advances, obsolescence or otherwise.
3.4   The Customer shall:
a.    ensure that the terms of the Order and the Specification are complete and accurate;
b.    provide Harboro with such information as Harboro may reasonably require to supply the goods and ensure that such information is accurate in all material respects; and
c.    if the goods require an insert, in efficient time to allow the timely execution of the Order and to allow for tool setting and scrap mouldings, ensure that a quantity 7% above the required quantity is supplied;
d.    ensure that products using or incorporating any Goods are safe in all conditions of use and reasonably foreseeable misuse.
e.    make the final user aware of necessary information relating to safety of the Goods. Publications “Health and Safety Data” and “Guidelines for Safety in Use” are given by Harboro to the Customer and further copies are available on request.
f.    not be entitled to charge any revalidation or similar costs to Harboro in the event of Harboro amending the specification in accordance with clause 3.3.

4.   Delivery
4.1  Harboro 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 Harboro notifies the Customer that the Goods are ready.
4.2   Delivery of the Goods shall be completed on the Goods' arrival at the Delivery Location or, where the Delivery Location is Harboro’s premises, on the completion of loading of the Goods at the Delivery Location.
4.3   Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. Harboro 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 Harboro with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.4   If Harboro 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. Harboro 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 Harboro with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.5   If the Customer fails to take delivery of the Goods within three Business Days of Harboro notifying the Customer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or Harboro's failure to comply with its obligations under the Contract:
       a.    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 Harboro notified the Customer that the Goods were ready; and
       b.    Harboro shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
4.6   If 10 Business Days after the day on which Harboro notified the Customer that the Goods were ready for delivery the Customer has not taken delivery of them, Harboro may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods.
4.7   Notification of claim for goods not received must be reported within 14 days from date of invoice, after which responsibility passes to the Customer.
4.8  The Customer shall not be entitled to reject the Goods if Harboro delivers up to and including 10% more or less than the quantity of Goods ordered, but a pro rata adjustment shall be made to the Order invoice on receipt of notice from the Customer that the wrong quantity of Goods was delivered.
4.9   Harboro 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.

5.   Quality
5.1  Harboro warrants that on delivery the Goods shall:
       a.    conform in all material respects with the Specification; and
       b.    be free from material defects in material and workmanship.
5.2  Subject to clause 5.3, if:
       a.    the Customer gives notice in writing to Harboro within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 5.1;
       b.    Harboro is given a reasonable opportunity of examining such Goods; and
       c.    the Customer (if asked to do so by Harboro) returns such Goods to Harboro's place of business at the Customer's cost,
       Harboro shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
5.3  Harboro shall not be liable for Goods' failure to comply with the warranty set out in clause 5.1 in any of the following events:
       a.    the Customer makes any further use of such Goods after giving notice in accordance with clause 5.2;
       b.    the defect arises because the Customer failed to follow Harboro'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;
       c.    the defect arises as a result of Harboro following any drawing, design, instruction or Specification supplied by the Customer;
      d.    the Customer alters or repairs such Goods without the written consent of Harboro;
the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
      e.    the defect arises as a result of material or a component supplied by the Customer, its agent or sub-contractor or by a third party from whom the Customer directed Harboro to obtain such material or component.
      f.    the Goods differ from the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements (though nothing in those conditions shall be construed as an obligation on Harboro to notify the Customer of changes to or to ensure the Goods comply with all applicable statutory or regulatory requirements.
5.4     Except as provided in this clause 5, Harboro shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 5.1.
5.5    The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
5.6    These Conditions shall apply to any repaired or replacement Goods supplied by Harboro.
5.7    No warranty is given on any liability accepted by Harboro in respect of any technical information or advice given to the Customer by Harboro or any of its employees.

6.    Title and Risk
6.1   The risk in the Goods shall pass to the Customer on completion of delivery to the Customer or the Customer’s agent or carrier as the case may be.
6.2   Title to the Goods shall not pass to the Customer until Harboro has received payment in full (in cash or cleared funds) for:
        a.    the Goods; and
        b.    any other goods or services that Harboro has supplied to the Customer in respect of which payment has become due.
6.3    Until title to the Goods has passed to the Customer, the Customer shall:
         a.    hold the Goods on a fiduciary basis as Harboro's bailee;
         b.    store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as Harboro's property;
         c.    not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
         d.    maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
         e.    notify Harboro immediately if it becomes subject to any of the events listed in clauses 9.1(b) to 9.1(k); and
         f.    give Harboro such information relating to the Goods as Harboro may require from time to time,
but the Customer may resell or use the Goods in the ordinary course of its business.
6.4    If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 9.1(b) to 9.1(k), or Harboro reasonably believes that any such event is about to happen and notifies the Customer accordingly, then, provided that the Goods have not been resold, or irrevocably incorporated into another product, and without limiting any other right or remedy Harboro may have, Harboro may at any time require the Customer to deliver up the Goods 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.

7.    Tooling
7.1   In the event that any tooling or moulds need (in Harboro’s opinion) to be repaired or replaced, Harboro shall be entitled to charge the Customer in respect of such repair or replacement (including but not limited to any replacement parts).
7.2    If any tooling are not used by Harboro for a period of three years or more, Harboro shall give to the Customer no less than [one] month’s notice in writing requesting the Customer to, at is own expense, remove such tooling from Harboro’s premises. If, by the expiry of such notice, the Customer has not removed all of the relevant tooling from Harboro’s premises, Harboro shall at its discretion be entitled to sell or otherwise dispose of such tooling itself and retain all proceeds of sale in respect of the same or change such storage fee as Harboro considers appropriate.
7.3    In the event that any tooling need (in Harboro’s opinion) to be cleaned excessively (whether due to use of materials specified by the Customer, moving from sample volumes to production volumes, moving to new compounds specified by the Customer or otherwise), Harboro shall be entitled to charge the Customer for such cleaning.
7.4    Without prejudice to any other right or remedy that it may have, Harboro shall be entitled to retain possession of any tooling belonging to he Customer until such time as the Customer has paid all sums due to Harboro under the Contract.

8.     Price and Payment
8.1   The price of the Goods shall be the price set out in the relevant quotation provided by Harboro to the Customer, or, if no price is quoted or the quote has expired, the price stipulated by Harboro.
8.2    Harboro may, by giving notice to the Customer at any time before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
         a.    any factor beyond Harboro's control (including foreign exchange fluctuations, increases in taxes and duties changes in applicable statutory or regulatory requirements, increases in labour, materials and other manufacturing or packaging costs);
         b.    any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or
         c.    any delay caused by any instructions of the Customer or failure of the Customer to give Harboro adequate or accurate information or instructions.
8.3    Unless agreed otherwise the price of the Goods is inclusive of the costs and charges of packaging and transport of the Goods save that Harboro reserves the right to charge and the Customer shall then pay the costs and charges of packaging and transport of the Goods if the Customer requires a method or speed of delivery offered from Harboro’s usual method or speed or if, in the opinion of Harboro, the low value of the order is such that it necessitates Harboro making a charge for packaging and transport.
8.4    Harboro reserves the right to charge and the Customer shall then pay a setting up charge (where the quantity of Goods ordered for a delivery in a single lot is less than 200 tool lifts) and/or a small order charge (where sales value or volume in the opinion of Harboro is disproportionately low in relation to order processing charges), such charge(s) to be such sums as Harboro considers reasonable in the circumstances.
8.5    The price of the Goods is exclusive of amounts in respect of value added tax (VAT). The Customer shall, on receipt of a valid VAT invoice from Harboro, pay to Harboro such additional amounts in respect of VAT as are chargeable on the supply of the Goods.
8.6    The price of the Goods is for the stipulated quantities only and shall not be taken to apply to an order for different quantities. For the avoidance of doubt and without limitation the price of the Goods does not apply to spares and the price for spares are available on application.
8.7    Save where the Goods comprise tooling Harboro may invoice the Customer for the Goods on or at any time after the completion of delivery.
8.8    Save where the Goods comprise tooling the Customer shall pay the invoice in full and in cleared funds by the 21st day of month following the month the invoice was dated. Payment shall be made to the bank account nominated in writing by Harboro. Time of payment is of the essence.
8.9    Unless otherwise agreed in writing where Goods comprise tooling, Harboro may invoice the Customer for the same at any time and the Customer shall pay the price of such tooling as follows: one third on receipt of the Order; one third on submission of sample(s) and one third on approval of sample(s). Approval of sample(s) shall be deemed to have occurred on the earlier of the Customer notifying Harboro that it has approved the sample(s) and 60 days after the submission of sample(s) to the Customer.
8.10   If the Customer fails to make any payment due to Harboro under the Contract by the due date for payment (due date), then the Customer shall pay interest on the overdue amount at the rate of 8% per annum above HSBC Bank Plc's base rate from time to time. Such interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
8.11   The Customer shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Customer shall not be entitled to assert any credit, set-off or counterclaim against Harboro in order to justify withholding payment of any such amount in whole or in part. Harboro may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by Harboro to the Customer.

9.    Termination
9.1   Without limiting its other rights or remedies, Harboro may terminate the Contract with immediate effect by giving written notice to the Customer if:
        a.   the Customer commits a material breach of its obligations under this Contract and (if such breach is remediable) fails to remedy that breach within [14] days after receipt of notice in writing of the breach;
        b.    the Customer suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
        c.    the Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;
        d.    a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Customer (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer;
        e.    the other Customer (being an individual) is the subject of a bankruptcy petition or order;
        f.    a creditor or encumbrancer of the Customer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
       g.    an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Customer (being a company);
       h.    a floating charge holder over the assets of the Customer (being a company) has become entitled to appoint or has appointed an administrative receiver;
       i.    a person becomes entitled to appoint a receiver over the assets of the Customer or a receiver is appointed over the assets of the Customer;
       j.    any event occurs, or proceeding is taken, with respect to the Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 9.1(b) to clause REF 9.1(i) (inclusive);
       k.    the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on, all or substantially the whole of its business; or
       l.    the Customer (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.
9.2   Without limiting its other rights or remedies, Harboro may terminate the Contract or any other contract between the Customer as Harboro with immediate effect by giving written notice to the Customer if
        a.    Harboro is of the opinion that the Customer’s account is no longer commercially viable due to the Customer’s refusal to accept price increases in accordance with clause 8.2; or
        b.    the Customer fails to pay any amount due under this Contract on the due date for payment.
9.3    Without limiting its other rights or remedies, Harboro shall have the right to suspend all further deliveries of Goods under the Contract or any other contract between the Customer and Harboro if:
        a.    the Customer fails to make pay any amount due under this Contract on the due date for payment; or
        b.    the Customer becomes subject to any of the events listed in clause 9.1(b) to clause 9.1(k) or Harboro reasonably believes that the Customer is about to become subject to any of them.
9.4    Either party may terminate the Contract by giving to the other not less than 6 months notice in writing. For the avoidance of doubt, where there is any stock agreement in place concerning a required level of stock to be held by Harboro, the Customer shall purchase on termination of the Contract, all stock which Harboro holds for the purpose of complying with such stock agreement.
9.5    Termination of the Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination. Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect. For the avoidance of doubt and without limitation clause 3.2 shall survive termination of the Contract.

10.    Limitation of Liability: THE CUSTOMER’S ATTENTION IS PARTIUCLARLY DRAWN TO THIS CLAUSE
10.1   Nothing in these Conditions shall limit or exclude Harboro’s liability for:
         a.    death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
         b.    fraud or fraudulent misrepresentation;
         c.    breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); or
         d.    breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession).
10.2   Subject to clause 10.1:
         a.    Harboro shall not under any circumstances whatever be liable for:
                i.    loss of profits; or
                ii.    loss of business; or
                iii.    depletion of goodwill and/or similar losses; or
                iv.    loss of anticipated savings; or
                v.    loss of contract; or
                vi.    loss of use; or
                vii.    any cost, loss, damage or expense incurred by the Customer arising out of or in connection with the removal of any defective Goods and/or the installation of any replacement goods; or
               viii.    wasted costs or expenditure; or
               ix.    any special, indirect, consequential or pure economic loss, cost, damages, charges or expense; and
          b.    Harboro’s total liability to the Customer in respect of all losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the amount paid by the Customer to Harboro for the Goods in respect of which the claim relates.
10.3    Except as set out in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
10.4    This clause 10 shall survive termination of the Contract.

11.    Force majeure
Harboro shall not be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. A Force Majeure Event means any event beyond Harboro’s reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party's), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors.

12.    Export Terms
12.1   Unless the context otherwise requires, any term or expression which is defined in or given a particular meaning by the provisions of ‘INCOTERMS’ shall have the same meaning in these Conditions but if there is any conflict between the provisions of INCOTERMS and these Conditions, the latter shall prevail.
12.2   Where the Goods are supplied for export from the United Kingdom, the provisions of this clause 12.1 shall (subject to any special terms agreed in writing between the Customer and Harboro) apply notwithstanding any other provision of these Conditions.
12.3   The Customer shall be responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination and for the payment of any duties on them.
12.4    Unless otherwise agreed in writing the Customer and Harboro, the Goods shall be delivered fob the air or sea port of shipment and Harboro shall be under no obligation to give notice under section 32(3) of the Sale of Goods Act 1979.
12.5    Unless otherwise agreed, where Goods shall be delivered fob, Harboro shall be entitled to recharge and the Customer shall pay the cost of Harboro’s obtaining any export licence or Governmental authorisation needed for the export of the Goods from the United Kingdom. The Customer shall provide Harboro at the Customer’s expense with any documentation or information needed for such export licence or Governmental authorisation and thereafter proof of export.

13.    General
13.1  Assignment and subcontracting
         a.    Harboro may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
        b.    The Customer may not assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract without the prior written consent of Harboro.
13.2   Notices
         a.    Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post, recorded delivery, commercial courier, fax or e-mail.
         b.    A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 13.2(a); if sent by pre-paid first class post or recorded delivery, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by fax or e-mail, one Business Day after transmission.
         c.    The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
13.3   Severance
         a.    If any court or competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.
        b.    If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
13.4   Waiver
A waiver of any right or remedy under the Contract is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by Harboro to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
13.5   Third party rights
A person who is not a party to the Contract shall not have any rights under or in connection with it.
13.6    Variation
Except as set out in these Conditions, any variation to the Contract, including the introduction of any additional terms and conditions, shall only be binding when agreed in writing and signed by a director of Harboro.
13.7    Governing law
The Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law.
13.8    Jurisdiction
The parties irrevocably agree for the benefit of Harboro that, subject as provided below, the Courts of England and Wales shall have exclusive jurisdiction over any dispute or claim arising out of or in connection with the Contract or its subject matter or formation (including non-contractual claims). Nothing in this clause shall limit the right of Harboro to take proceedings against the Customer in any court of competent jurisdiction, nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdiction, whether concurrently or not, to the extent permitted by the law of such other jurisdiction.