For purposes of this Agreement, the following words and phrases shall have the following meanings:
“Agreement” means this Agreement and all attachments, schedules, exhibits and annexes hereto.
“Hirework” means any work carried out by JELD-WEN to fit/install repaired or replaced Products including, without limitation, the use of scaffolding.
“Intellectual Property Rights” means all intellectual property rights of any kind and of any type, including trademarks, trade names, service marks, service mark registrations, service names, patents, patent rights, copyrights, inventions, licenses, approvals, governmental authorizations, and trade secrets that belong to JELD-WEN, or in which JELD-WEN has any interest, including any pending patent or trademark, whether arising under statute, regulation, common law, treaty, convention or otherwise, and whether or not perfected, vested or inchoate, and is further identified and governed by the provisions of this Agreement.
“Price” means the price that the Customer pays to JELD-WEN for the Products.
“Products” means the subject matter of the Agreement including (but not limited to) raw materials, finished or semi-finished materials or articles, machinery and spares, commodities etc.
“Term” has the meaning set forth in Section 12 of this Agreement.
Subject to Customer’s compliance with the terms and conditions in this Agreement, during the Term, JELD-WEN agrees sell to Customer its Products on a non-exclusive basis. Each Party acknowledges and agrees that during the Term nothing in this Agreement shall create any form of exclusive relationship between the Parties.
3. Supply of Product
A. JELD-WEN’s Commitment. JELD-WEN will use commercially reasonable endeavours to make Product available in order to fulfill Customer’s orders during the Term of this Agreement. JELD-WEN may discontinue the availability of Products at any time; provided, however, JELD-WEN shall provide not less than six (6) months’ written notice of such cancellation to Customer.
B. Quantity Estimates. For non-binding planning purposes only, within thirty (30) days of the Agreement’s Effective Date, Customer agrees to provide to JELD-WEN a forecast of its planned purchases from JELD-WEN of Product for the following calendar year, broken out by quarter, which it will update on a quarterly basis to assist JELD-WEN in managing its production levels and efficiently fulfilling Customer’s orders.
C. Service Representative. The Parties agree to work together in the development of Customer’s sourcing forecast as it relates to Customer’s Product purchases, in order to create a smooth and efficient delivery flow of Product for the benefit of both Parties. At all times during the term of this Agreement, Customer shall provide a dedicated service representative for Product orders and other JELD-WEN communications associated with this Agreement.
D. Order Cancellations or Modifications. Product orders will not be subject to cancellation or modification, either in whole or in part, without JELD-WEN’s written consent and then only on terms that will make JELD-WEN whole for all applicable costs incurred by virtue of the anticipated sales, including the cost of materials, engineering and labor, and a reasonable allowance for profit. JELD-WEN’s written consent must be received in advance of any Product returns for credit.
4. Obligations of Customer
A. Customer’s Sale of Products. Subject to Section 6(B), (C) and (D), Customer will resell all Product purchased hereunder in compliance with all applicable laws and only in the packaging supplied or approved by JELD-WEN. Customer represents and warrants that it has obtained all permits, licences, registrations and other approvals required by every national, local or municipal government or agency, in respect of the performance of Customer’s obligations under this Agreement.
B. Customer shall use its best endeavours, at its own expense, to market, promote and sell the Product consistent with good business practice, in each case using its best endeavours to maximize the sales volume of the Products, and shall use the same channels and methods and exercise the same diligence, including making regular and sufficient contact with present and prospective customers of Product, that Customer uses in marketing its other non-competing products.
C. In performing its duties hereunder, Customer agrees not to make any representation or give any warranty with respect to any of the Product other than those contained in any current brochures, leaflets or other printed matter relating to such Product, which may be issued from time to time by JELD-WEN. In the event that Customer does make any representation or warranty in violation of the foregoing, then Customer agrees to indemnify JELD-WEN in full against all costs, expenses, damages and losses, including any interest, fines, legal and other professional fees and expenses awarded against or incurred or paid by JELD-WEN as a result of or in any way connected with any such representation or warranty.
D. As permitted by law, any restrictions/covenants contained herein or in a supplemental document agreed in writing by the parties and under the terms of this agreement shall apply shall extend and apply to any affiliates of Customer and their respective shareholders, directors, officers, employees and representatives as if they were also parties to this Agreement, and Customer shall procure that such persons comply with such restrictive covenants and will be responsible to JELD-WEN for the actions of all such Persons in contravention thereof.
A. Purchase Order. Customer shall issue all purchase orders to JELD-WEN in written form via facsimile, email, or mail, and cause all purchase orders to contain the Purchase Order Transaction Terms. By placing a Purchase Order, Customer makes an offer to purchase Products under the terms and conditions of this Agreement, including the Purchase Order Transaction Terms, and on no other terms. Except regarding the Purchase Order Transaction Terms, any variations made to the terms and conditions of this Agreement by Customer in any Purchase Order are void and have no effect.
B. Purchase Order Transaction Terms.
Customer shall specify the following information in each Purchase Order (together the "Purchase Order Transaction Terms"):
(i) a list of Products to be purchased;
(ii) quantities ordered;
(iii) requested delivery date; and
(iv) delivery point.
C. JELD-WEN’s Right to Accept or Reject Purchase Orders. JELD-WEN may, in its sole discretion, accept or reject any Purchase Order. JELD-WEN may accept any Purchase Order by confirming the order (whether by written confirmation or invoice) or by delivering the Products, whichever occurs first. No Purchase Order is binding on JELD-WEN unless accepted by it as provided in this Agreement.
D. JELD-WEN’s Cancellation of Purchase Orders.
JELD-WEN may, in its sole discretion, without liability or penalty, cancel any Purchase Order placed by Customer and accepted by JELD-WEN, in whole or in part:
(i) if JELD-WEN discontinues its sale of Products; or
(ii) if JELD-WEN determines that Customer is in violation of its payment obligations under or has otherwise breached this Agreement;
6. Shipment and Delivery
A. Shipment and Delivery. Unless expressly agreed to by the Parties in writing, JELD-WEN shall:
(i) Select the method of shipment of and the carrier for the Products. JELD-WEN may, in its sole discretion, without liability or penalty, make partial shipments of Products, each of which shall constitute a separate sale, and Customer shall pay for the units shipped.
(ii) Deliver the Products to Customer using JELD-WEN's standard methods for packaging and shipping. Any time quoted for delivery is an estimate only.
B. Title. Title in the Product shall not pass to Customer until the earlier of (i) JELD-WEN receives payment in full (in cash or cleared funds) for the Products in which case title to the Products shall pass at the time of payment or (ii) Customer resells the Products in which case title to those Products shall pass to Customer at the specified time. Until title to the Products has passed to Customer, Customer shall store those Products separately from all other goods held by the Customer so that they remain readily identifiable as JELD-WEN's property and not remove, deface or obscure any identifying mark or packaging on or relating to those Products and maintain those Products in satisfactory condition and keep them insured on JELD-WEN's behalf for the full price against all risks with an insurer that is reasonably acceptable to JELD-WEN. Customer shall obtain an endorsement on its insurance policy, subject to the insurer being willing to make the endorsement. On request Customer shall allow JELD-WEN to inspect those products and the insurance policy.
C. Resale. Subject to Section 6(B), Customer may resell or use the Products in the ordinary course of its business (but not otherwise) before JELD-WEN receives payment for the Products, however if Customer resells the Products it does so as principal and not as JELD-WEN's agent and title to those Products shall pass from JELD-WEN to Customer immediately before the time at which resale by Customer occurs.
D. Resale on Insolvency. If before title to Products passes to Customer the Customer becomes subject to an Insolvency Event (as defined in Section 13(B)(ii)), then, without limiting any other right or remedy JELD-WEN may have: Customer's right to resell Products or use them in the ordinary course of business ceases immediately; and JELD-WEN may at any time require Customer to deliver up all Products in its possession that have not been resold, or irrevocably incorporated into other products and if Customer fails to do so promptly, enter any premises of Customer or of any third party where the relevant Products are stored and recover them.
E. Risk of Loss. The risk of loss and damage to Product shall pass to Customer immediately upon Product being delivered to the delivery point, and thereafter JELD-WEN shall not be responsible for any loss or damage to the Product.
F. Acceptance of Products. Customer shall be deemed to have accepted the Products upon delivery.
A. Hirework will be undertaken by the JELD-WEN only where agreed between the parties, for an additional charge (unless otherwise agreed in writing between the parties). JELD-WEN warrants to the Customer that it will provide the Hirework with reasonable care and skill. JELD-WEN shall not be responsible for any damage, distortion, faults or defects which appear or develop during or are caused by the Hirework, howsoever arising even if resulting from any fault, negligence or mistake of the JELD-WEN.
B. JELD-WEN gives no other guarantee or warranty of any kind in relation to the Hirework, but subject to the availability of capacity and facilities, it will endeavour to correct any such damage, distortions, faults or defects at the Customer’s expense and risk.
8. Pricing and Payment
A. Price. Customer shall purchase the Products from JELD-WEN at the prices set out in JELD-WEN's price list in effect at the time JELD-WEN accepts the related Purchase Order (“Prices”). JELD-WEN reserves the right to change Prices at any time in its sole discretion.
B. New Products. Prices for new Products will be determined at such time as those Products are added to the Agreement. Unless otherwise agreed, such Prices will be subject to increase in accordance with Section 7(A) above.
C. Payments. Unless otherwise provided in the pricing exhibit (Exhibit A), Customer shall pay JELD-WEN for Products within twenty (20) days of receiving an invoice. If Customer fails to make any payment, then, without limiting any other remedy available to JELD-WEN, Customer shall pay interest on the overdue amount at the rate of 4% a year above Barclays Bank plc's base rate from time to time. This interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgement. Customer shall pay the interest together with the overdue amount. JELD-WEN reserves the right to rescind credit terms, reduce credit lines or take other appropriate actions if Customer’s account is not kept current. Customer agrees to pay reasonable legal fees of JELD-WEN and all other costs of collection that JELD-WEN may incur.
D. Taxes. All sales, use, excise, duties, tariffs and similar taxes that JELD-WEN may be required to pay or collect with respect to the Products will be for the account of Customer.
9. Warranty; Rejection; Disclaimer; Liability
A. Warranties. JELD-WEN warrants that the manufacture of Product will not infringe any third-party patent rights. JELD-WEN’s sole and exclusive warranty pertaining to Product quality as set out in the JELD-WEN’s current catalogue at the time of delivery. JELD-WEN’s catalogue is available on the JELD-WEN website at www.jeld-wen.co.uk and is also available in hard copy from JELD-WEN on request.
B. DISCLAIMER. THE WARRANTIES ABOVE, TOGETHER WITH THE WARRANTIES IN JELD-WEN’S TERMS AND CONDITIONS, ARE JELD-WEN’S SOLE AND EXCLUSIVE WARRANTIES PERTAINING TO PRODUCT QUALITY AND ARE IN LIEU OF AND EXCLUDE ALL OTHER EXPRESS OR IMPLIED WARRANTIES ARISING BY OPERATION OF LAW OR CUSTOM AND USAGE INCLUDING ANY WARRANTY OF MERCHANTABILTY OR FITNESS.
C. SECTIONS 14 TO 16 (INCLUSIVE) OF THE SALE OF GOODS ACT 1979 ARE, TO THE FULLEST EXTENT PERMITTED BY LAW, EXCLUDED FROM THE AGREEMENT
D. LIMITATION OF LIABILITY. IN NO EVENT WILL JELD-WEN, ITS OFFICERS, DIRECTORS, AFFILIATES OR EMPLOYEES, BE LIABLE TO CUSTOMER OR ANY OTHER PERSON FOR ANY INDIRECT, OR CONSEQUENTIAL DAMAGES OF ANY KIND INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS OR DAMAGES TO BUSINESS REPUTATION HOWEVER CAUSED WHETHER IN AN ACTION FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY OR OTHERWISE, NOTHING IN THIS AGREEMENT LIMITS OR EXCLUDES EITHER PARTY'S LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE, FRAUD OR FRAUDULENT MISREPRESENTATION OR ANY OTHER LIABILITY WHICH CANNOT BE LIMITED OR EXCLUDED BY APPLICABLE LAW
Subject to the terms and conditions of this Agreement, Customer (“Indemnifying Party”) shall indemnify JELD-WEN and its parent, officers, directors, partners, members, shareholders, employees, agents, affiliates, successors, and permitted assigns (collectively, “Indemnified Party”) in full against all costs, expenses, damages and losses, including any interest, fines, legal and other professional fees and expenses awarded against or the costs of enforcing any right to indemnification under this Agreement, and the cost of pursuing any insurance providers, incurred by Indemnified Party (collectively, “Losses”), arising out of or connected to third-party claims for:
A. a breach or non-fulfillment by Indemnifying Party of any obligation, representation, warranty or covenant set out in this Agreement;
B. any negligent act or omission of Indemnifying Party (including any recklessness or willful misconduct) in connection with the performance of its obligations under this Agreement;
C. any bodily injury, death of any person or damage to real or tangible personal property caused by the negligent acts or omissions of Indemnifying Party; or
D. any failure by Indemnifying Party to comply with any applicable Laws.
A. Confidentiality Duties. Customer and JELD-WEN, each for itself and its respective employees, agree to hold in confidence and not to disclose to any third party except as permitted under Section 13(C) below or use for any purpose other than in connection with the activities contemplated under this Agreement, any confidential or proprietary information, whether oral or reduced to tangible form (“Confidential Information”) of the other Party or its affiliates disclosed to or acquired by the receiving Party prior to or during the Term of this Agreement. Confidential Information includes (i) the existence, terms and conditions of this Agreement, (ii) each Party’s respective trade secrets, and (iii) other information that is either labelled as confidential, proprietary or similarly designated, or should reasonably be understood to be confidential or proprietary by the receiving Party given the nature of the information and the circumstances of its disclosure.
B. Exclusions. The receiving Party’s obligations of confidentiality and restricted use shall not apply to information that: (i) is at the time of the disclosure by the disclosing Party in the public domain or becomes generally known to the public through no fault of the receiving Party, its employees or agents; (ii) at the time of the disclosure was in the possession of the receiving Party as shown by the receiving Party’s written records and was lawfully obtained from a source other than the disclosing Party on a non-confidential basis; (iii) is permitted by the disclosing Party to be disclosed or used by the receiving Party, provided such permission is first obtained in writing from an authorized representative of the disclosing Party; or (iv) is required by law to be disclosed.
C. Recipients. The receiving Party will limit access to the disclosing Party’s Confidential Information to those of the receiving Party’s employees and professional advisors who need to know such information for the purposes contemplated in this Agreement. The receiving Party will inform such persons of the confidentiality obligations hereunder and will be fully responsible for any breach of such obligations by such individuals.
D. Equitable Relief. The receiving Party acknowledges that the disclosing Party’s Confidential Information is an important asset of the disclosing Party, that there may not be an adequate remedy at law for a breach of this Section, and that the disclosing Party may suffer irreparable harm as a result of any such breach. Therefore, in the event of actual or threatened unauthorized disclosure or use of Confidential Information in breach of this Section, the Parties agree that the disclosing Party shall be entitled to seek equitable relief, including temporary and permanent injunctive relief.
E. Return of Information. Each Party shall, upon termination or written demand, return to the other Party or destroy any Confidential Information of the disclosing Party; provided, however, that neither Party will be required to return or destroy Confidential Information to the extent that: (i) it is required by law to keep; or (ii) the Confidential Information is encompassed within legal advice, internal working papers, legal opinions or materials used for the purpose of providing legal opinions or due diligence reports prepared for the receiving Party; or (iii) the Confidential Information is encompassed within directors’ papers, or the minutes of the recipient’s board or any committee of recipient’s board; or (iv) the Confidential Information is located on a server as a result of the automatic back-up of data in the usual operations of the recipient’s company or its affiliates (for example, for archive, disaster recovery or other purposes) and is not readily available to the receiving Party for business purposes. Notwithstanding the foregoing, any Confidential Information so retained shall remain subject to the other provisions of this Section 11. In the event Confidential Information is destroyed rather than being returned, the receiving Party shall provide the disclosing Party with a written certification confirming such destruction signed by an officer or senior employee of the receiving Party.
12. Intellectual Property Rights
A. Ownership. Customer agrees that the Intellectual Property Rights of JELD-WEN will remain the exclusive property of JELD-WEN and that Customer will not acquire any right, title or interest in the Intellectual Property Rights. Any and all goodwill that arises from the use of the Intellectual Property Rights by Customer in the performance of its duties and obligations under this Agreement will inure to the sole benefit of JELD-WEN. If Customer acquires any Intellectual Property Rights in or relating to any Product purchased under this Agreement (including any rights in any trademarks, derivative works, or patent improvements relating thereto), by operation of law, or otherwise, such rights are deemed and are hereby irrevocably assigned to JELD-WEN without further action by either Party. Customer shall use JELD-WEN’s Intellectual Property Rights solely for the purposes of performing its obligations under this Agreement and only in accordance with this Agreement and the instructions of JELD-WEN. Customer shall promptly notify JELD-WEN in the event Customer becomes aware of any activities of a third party that may constitute infringement of JELD-WEN's Intellectual Property Rights.
B. JELD-WEN's Trademark License Grant. Subject to Customer’s compliance with the terms and conditions of this Agreement, JELD-WEN hereby grants to Customer a limited, non-exclusive, non-transferable and non-sublicensable license during the Term solely on or in connection with the promotion, advertising and resale of the Products in accordance with the terms and conditions of this Agreement to use those trademarks set forth on Exhibit B, whether registered or unregistered, including the listed registrations and applications and any registrations, which may be granted pursuant to such applications. On expiration or earlier termination of this Agreement, or upon JELD-WEN’s request, Customer shall promptly discontinue the display or use of any trademark or change the manner in which it is displayed or used with regard to the Products. Upon expiration or earlier termination of this Agreement, Customer's rights under this Section 12 shall cease immediately. Notwithstanding the foregoing, Customer may request in writing to continue using JELD-WEN’s trademarks solely for the purpose selling off remaining Product, such consent not to be unreasonably withheld or delayed. Other than the express licenses granted by this Section 12, JELD-WEN grants no right or license to Customer, by implication, estoppels or otherwise, to the Products or any Intellectual Property Rights of JELD-WEN or its affiliates. Customer concedes and recognizes the rights of JELD-WEN to its company names, trade names and trademarks and acknowledges it has no right to the company names, trademarks or trade names used or affixed to any other Products, except that Customer, may refer to any such trademarks or trade names in advertising and promoting the sale of Products so long as such reference complies with JELD-WEN's rules and policies governing the use of any such trademark or trade name communicated to Customer by JELD-WEN in this Agreement, which rules and polices may be amended from time to time by JELD-WEN in its sole discretion.
13. Term and Termination
A. Term.The initial term of the Agreement shall be one (1) year commencing on the Effective Date. Upon expiration of the initial term, this Agreement shall automatically renew for a renewal term of one (1) year, unless either Party provides the other with at least ninety (90) days’ prior written notice of its intent not to renew. Thereafter, the Parties may engage in discussions to further extend this Agreement on mutually acceptable terms. The initial term of this Agreement and any renewal term are referred to in this Agreement as the “Term.”
B. Termination for Cause. This Agreement may be terminated immediately by either Party in accordance with the following provisions.
(i) If the other Party fails to make payments when due or commits a material breach under this Agreement and does not cure such failure or breach within thirty (30) days of the receipt of written notice of the failure or breach.
(ii) If Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring) having a receiver appointed to any of its assets or ceasing to carry on business; the Vendor suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or its financial position deteriorates to such an extent that in JELD-WEN's opinion Customer's capability to adequately fulfil its obligations under this Agreement have been placed in jeopardy (each being an "Insolvency Event").
C. Termination for Convenience. JELD-WEN may terminate this Agreement for convenience effective upon ninety (90) days’ prior written notice.
D. Without Prejudice. The rights to terminate this Agreement given by this Section 13 will not prejudice any other right or remedy of either Party in respect of the breach concerned (if any) or any other breach.
E. Surviving Rights and Duties. If JELD-WEN terminates this Agreement for convenience, Customer and JELD-WEN will discuss in good faith any rights and/or duties that will survive beyond the effective date of termination. If JELD-WEN terminates this Agreement for cause, all Customer rights and duties under this Agreement shall end immediately. Except as otherwise expressly provided in this Agreement and subject to any rights or obligations that have accrued prior to termination, neither Party shall have any further obligation to the other under this Agreement; provided, however, that the terms and conditions of this Agreement that by their nature and context are intended to survive termination hereof shall so survive.
14. Insurance. During the term of this Agreement and for a period of one year afterwards, JELD-WEN shall maintain in force with reputable insurance companies, against all risks that would normally be insured against by a prudent business in connection with the risks associated with this Agreement, and produce to JELD-WEN on demand full particulars of that insurance and the receipt for the then current premium.
15. Product Recall. The Parties agree to provide reasonable assistance to one another in the event of any recall or issuance of any advisory letter. JELD-WEN shall promptly pay or reimburse Customer for the reasonable costs of effecting such recall or issuing such advisory letter, including costs related to return of recalled Products and refunding to Customer the purchase price paid by Customer for recalled Products, including applicable Products in Customer’s inventory; provided, however, that to the extent such recall or the issuance of such advisory letter results from an act or omission of Customer, Customer shall be responsible for the costs of effecting such recall or issuing such advisory letter, including costs related to return of recalled Products.
16. Force Majeure
A. Excused Performance. Each Party will be excused from its failure to perform its respective obligations under this Agreement, except the obligation to pay for Products, where such failure is caused by fire, flood, riot, act of nature, war hostilities, governmental interference, embargoes or any similar cause beyond the reasonable control of such Party; provided that such affected Party uses good faith and diligent efforts to perform its obligations despite the occurrence of such event; and provided further that if any Party intends to rely on an event of force majeure hereunder, such Party shall provide written notice to the other Party of its intent to rely on such a force majeure event and identify specifically such event and its expected duration.
B. Termination. In the event that a force majeure event continues for a period of one hundred eighty (180) days, the Party that did not experience the force majeure event may terminate this Agreement including any outstanding purchase orders.
A. No Agency or Franchise Created. Each Party is an independent contractor and is not an agent, employee or legal representative of the other Party under this Agreement. There is no agency, partnership, joint venture, franchise or other relationship between the Parties except that of a non-exclusive relationship. All persons engaged by a Party shall be that Party's employees, legal representatives or agents but not those of the other Party.
B. Modification; Waiver. Neither this Agreement nor any term or provision hereof may be modified, amended or waived, except by a subsequent instrument in writing duly executed by the Parties. No waiver by either Party of any breach of this Agreement by the other Party will diminish or prejudice the rights of the non-breaching Party with respect to any other term of the Agreement or law. No delay or failure by either Party in exercising its rights with respect to any term of this Agreement will diminish or prejudice that Party’s rights under that term of this Agreement or with respect to any other terms of this Agreement or law. The failure of either Party to insist in one or more instances upon strict performance of any provision of this Agreement or to take advantage of any of its rights shall not operate as a continuing waiver of such rights.
C. Assignment; Subcontracting. This Agreement shall be binding upon and inure to the benefit of JELD-WEN and Customer, each of their respective successors and permitted assigns. Neither Party shall assign, delegate or subcontract its rights or responsibilities under this Agreement, or any portion thereof, without the prior written consent of the other Party, which consent may not be withheld unreasonably; provided, however, that JELD-WEN may assign this Agreement upon giving notice to Customer in connection with a merger, consolidation, sale of all or substantially all of its assets, reorganization, or change in ownership. In addition, Customer may assign this Agreement in connection with a solvent reorganization or restructuring that does not involve a transfer of an ownership interest in Customer to a competitor of JELD-WEN that is in the business of manufacturing doors or door components.
D. Severability. If any provision of this Agreement shall be held invalid or unenforceable, such provision shall be deemed deleted from this Agreement and replaced by a valid and enforceable provision which, so far as possible, achieves the same economic and other benefits for the Parties as the severed provision was intended to achieve, and the remaining provisions of this Agreement shall continue in full force and effect.
E. Notices. Any notices and other communications provided for hereunder shall be in writing (including e-mail, facsimile) and shall become effective (i) when manually delivered on a business day during normal business hours at the place of receipt to the Party to be given such notice; (ii) on the seventh business day following the day when deposited, if mailed by certified or registered mail with return receipt requested and postage thereon fully prepaid; or (iii) on the second business day following the day when deposited, if sent by overnight courier, fully prepaid.
The addresses for such notice shall be:
2645 Silver Crescent Drive
Charlotte, NC 28273
Attention: Law Department
JELD-WEN UK Limited
Retford Road, Woodhouse Mill
Sheffield, South Yorkshire S13 9WH
Attention: Managing Director
F. Principles of Interpretation. This Agreement has been negotiated by the Parties with the assistance of legal counsel, and the Parties agree that provisions of this Agreement shall not be construed in favor of or against either Party. Whenever the word “include,” “includes” or “including” is used in this Agreement, it is deemed to be followed by the words “without limitation.” Whenever the singular or masculine or neuter is used in this Agreement, it means the plural or feminine or body politic or corporate, and vice versa, as the context requires, and where a term is defined herein, a capitalized derivative of such term has a corresponding meaning unless the context otherwise requires.
G. Entire Agreement. This Agreement (including any attachments, schedules, exhibits and annexes hereto represent the entire integrated contract of the Parties with respect to the terms of purchase by Customer of the Products manufactured by JELD-WEN for resale by Customer, and supersedes any previous agreements and understandings between the Parties with respect to the subject matter of this Agreement , and may not be modified except by an instrument in writing signed by the duly authorized representatives of both Parties and expressly stating that it is an amendment to this Agreement. JELD-WEN expressly disclaims, objects to and rejects any additional or different terms and conditions provided by Customer.
H. Third Parties. Except for an Indemnified Party referred to in Section 9, this Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
I. Governing Law. This Agreement 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 interpreted in accordance with the laws of England and each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims).
J. Counterparts. This Agreement may be signed in one or more counterparts, including facsimile or electronic portable document format (PDF) copies, each of which shall be deemed one and the same original.
K. Time. Where the time frame in which an action may or shall be taken expires on a day that is not a business day, the time frame shall be extended to the next day that is a business day.