CONDITIONS FOR THE PURCHASE OF GOODS (THE “CONDITIONS”)

1. INTERPRETATION 

In these Conditions:

1. the following words and expressions shall have the following meanings:

2. any reference to a particular law is a reference to it as it is in force for the time being, taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation made under it;
3. words in the singular include the plural and vice versa and the use of any gender includes the other gender;
4. references to a person includes individuals, firms, corporations, joint ventures, trusts, associations or partnerships (whether or not having separate legal personality);
5. general words shall not be given a restrictive meaning by reason of the fact that they are followed by particular examples intended to be embraced by the general words and “including” means “including without limitation”;
6. the term “working day” shall mean a day that is not a Saturday or Sunday, Christmas Day, Good Friday or any day that is a bank holiday under the Banking and Financial Dealings Act 1971 in the part of the UK where we are registered; and
7. any right or remedy which we are stated to have shall be in addition to and not exclusive of any rights or remedies provided by law and any other rights or remedies we may have under the Agreement. 

2. AGREEMENT FORMATION AND APPLICATION OF TERMS

2.1 Where:

1. the Purchase Order has been issued by us under the Purchase Contract the issue of the Purchase Order shall constitute acceptance by us of your offer under the Purchase Contract to supply the relevant Goods to us and a binding agreement shall be deemed to have been formed upon the issue of the Purchase Order; or
2. the Purchase Order has been issued by us otherwise than under the Purchase Contract the Purchase Order is our offer to purchase the Goods from you subject to these Conditions. Valid acceptance of the Purchase Order shall only be deemed to have taken place and a binding agreement formed upon you giving us written notice of your acceptance or upon you fulfilling the Purchase Order to our satisfaction.

2.2 Subject to condition 2.4, these Conditions are the only conditions upon which we are prepared to enter into an agreement with you and they shall govern the Agreement to the exclusion of all other terms and conditions. 

2.3 No terms or conditions endorsed upon, delivered with or contained in any quotation, acknowledgement, acceptance of order or other similar document provided by you shall form part of the Agreement and you waive any right which you might otherwise have to rely on such terms or conditions. 

2.4 No variation to the Conditions shall be effective unless stated in the Purchase Contract or the Purchase Order or agreed in writing by an authorised person on our behalf. In the event of any inconsistency between these Conditions, the Purchase Contract (if applicable) and the Purchase Order, the order of priority shall be as follows:

1. the Purchase Contract (if applicable);
2. the Purchase Order;
3. these Conditions. 

2. SUB-CONTRACTING AND ASSIGNMENT 

2.1 You shall not sub-contract or assign the benefit of all or a material part of the Agreement without the prior written consent of an authorised person on our behalf. You shall be responsible for all work done by any sub-contractors. 

2.2 We reserve the right to assign the benefit of the Agreement or any part of it.

3. VARIATION OF PURCHASE ORDER 

3.1 You shall not, without the prior written consent of an authorised person on our behalf, exceed the quantities stated on the Purchase Order or otherwise modify the Purchase Order in any way. In the event that you wish to modify a Purchase Order you must make such request to us in writing at least two working days prior to any delivery date on the Purchase Order. 

3.2 We may at any time prior to delivery of the Goods change the Purchase Order (including any Specifications, the quantity of the Goods and/or the delivery date) subject to, in the case of adjustments to quantities, an equitable adjustment of the Price (as such term is defined in condition 9.1). Any such change shall only be effective if specified on an official amendment order issued by us and signed by an authorised person on our behalf.

4. QUANTITY AND QUALITY OF GOODS AND SERVICES 

4.1 The Goods shall in all respects:

1. conform with the Purchase Order;
2. conform with any Specifications;
3. be of the best available design, quality, workmanship and finish;
4. comply with the implied terms as to title, quality and fitness for purpose set out in the Sale of Goods Act 1979;
5. comply with the requirements of all other U.K. and EU legislation in force at the date of delivery of the Goods relating to goods of the type in question, including (in respect of any Goods which are foodstuffs or are otherwise intended for human consumption) without limitation, any and all food safety and health and safety legislation, regulations, laws and any British, European or international standards, specifications and codes of practice;
6. be equal to any samples provided by you and approved by us;
7. conform with all descriptions issued and representations made by you in relation to the Goods, whether in your sales literature, advertising materials or otherwise;
8. unless agreed otherwise in writing, have no less than 75% of their shelf life (being the shelf life detailed in the Specifications) remaining unexpired at the point of delivery;
9. be adequately packed and wrapped at your expense to protect against all risks of damage and deterioration.

1.2 You shall perform any services you are required to provide under the Agreement:

1. in accordance with the Purchase Order; 
2. within good time and with all reasonable care and skill;
3. in accordance with generally recognised commercial practices and standards in the industry for similar services; and
4. in accordance with the statutory terms implied by the Supply of Goods and Services Act 1982 and the requirements of all other U.K. and EU legislation from time to time in force relating to services of that type.

3.3 Without prejudice to any of the provisions of condition 5.1, any Goods which are foodstuffs or are otherwise intended for human consumption shall not be contaminated, harmful to health or contain any foreign bodies.

3.4 In the event of any conflict between any of the terms set out in conditions 5.1, 5.2 or 5.3 the higher quality or standard shall prevail. 

3.5 You shall obtain and shall maintain in force all necessary licences, permits, consents and authorisations that are required from time to time for the manufacture, packaging, packing and delivery of the Goods and you shall immediately notify us of the withdrawal or threatened withdrawal of any such licence, permit, consent or authorisation by the relevant authority.

PACKAGING, INSTRUCTIONS FOR USE AND TRACEABILITY

4.2 You shall ensure that any items comprised in the Goods which are hazardous or may otherwise endanger life are clearly identifiable from the external packaging. 

4.3 You shall supply with the Goods:

1. comprehensive instructions relating to their installation, handling, use, storage and disposal; and
2. any certificates of conformity required in relation to them as a result of any relevant U.K. or EU legislation in force at the date of delivery of the Goods relating to the Goods, including (in respect of any Goods which are foodstuffs or are otherwise intended for human consumption) without limitation, any and all food safety and health and safety legislation, regulations, laws and any British, European or international standards, specifications and codes of practice;

1.2 All Goods which we consider are safety critical (including, without limitation Goods which are foodstuffs or intended for human consumption) must have full traceability and you shall retain complete and accurate records in respect of the same for a period of three (3) years from the date of delivery.

2. INSPECTION 

2.1 You shall, at your own expense, provide to us such information relating to the performance and progress of the Agreement as we may from time to time require.

2.2 We shall be entitled at any time during your performance of the Agreement or for a period of three (3) years from the date of delivery, on giving you reasonable notice to inspect your premises, manufacturing processes, facilities and records and the premises, manufacturing processes, facilities and records of any of your sub-contractors connected with the Agreement and/or to monitor the progress of work on the Agreement (where delivery has not yet been completed). You shall, at your own expense, provide to us all such advice and assistance in connection with any such inspection and/or monitoring as we may require. You shall be deemed irrevocably to authorise us, our employees, agents and/or any other persons nominated by us to enter upon any of your premises for the purpose of such inspection and/or monitoring and shall in addition procure for us such equivalent rights of access to the premises of such of your sub-contractors as may be necessary. 

2.3 If we, having exercised any of our rights of inspection and/or monitoring under condition 7.2, are of the opinion that the Goods do not conform or are unlikely to conform with the Agreement, you shall, at your own expense, immediately take such action as we may reasonably deem necessary to ensure conformity. 

2.4 Any inspection or monitoring by us of your works, facilities and/or premises or the works, facilities and/or premises of your sub-contractors shall not constitute our acceptance of the Goods and/or impair any rights or remedies of ours under the Agreement or otherwise in relation to damaged, defective or non-conforming Goods. Nor shall the same relieve you of any of your obligations under the Agreement relating to the quality of the Goods.

2.5 If, as a result of us exercising our rights of inspection under the Agreement, we are of the reasonable opinion that you are incapable of delivering the Goods in accordance with the provisions of the Agreement, we shall have the right to terminate the Agreement immediately on giving notice to you without any further liability to you. 

3. DELIVERY 

3.1 The Goods shall be delivered carriage paid, to the Delivery Address.

3.2 The Goods shall be delivered on the date (and, if applicable, during the times) specified on the Purchase Order. Time for delivery shall be of the essence. 

3.3 Where a delivery time is not specified on the Purchase Order, deliveries of the Goods shall only be accepted by us during our normal delivery hours (06:00-14:00).

3.4 If we have agreed that you may deliver the Goods in instalments, each instalment shall be construed as a separate agreement on these Conditions. Notwithstanding this, any failure by you to deliver any one instalment shall entitle us to exercise our rights under these Conditions respecting that default in relation to the Agreement as a whole.

3.5 You shall ensure that each delivery is accompanied by:

1. a delivery note containing the following information: the Purchase Order number; the date of the Purchase Order; the number of packages delivered, a description of the contents delivered; the outstanding balance of Goods to be delivered (in cases of part-delivery); the name of the carrier; the date of despatch; and a list of accompanying documents; and
2. (where requested by us) a copy of the certificate of conformity and/or certificate of analysis in respect of the Goods.

1.2 You shall agree to any reasonable request from us to defer delivery of the Goods.  Any storage costs incurred by you resulting from such a request shall be deemed included in the Price.

1.3 If the Goods (or any of them) are not delivered on the due date we reserve the right (without prejudice to any other rights or remedies we may have under the Agreement) to terminate the Agreement for breach (in whole or in part) immediately on giving notice in writing to you. 

1.4 Subject to the provisions of Condition 8.9, if you require us to return any packaging material to you, you shall make this clear from your delivery note. Any packaging material returned by us to you shall be at your expense and risk.

1.5 Any packaging and/or labelling which has been created specifically for us but has not been used in respect of the Agreement and is not intended for use in respect of another agreement with us under the Purchase Contract shall be returned to us or otherwise disposed of in accordance with our instructions and shall not be used by you or supplied to a third party for use. 

1.6 Subject to the provisions of clause 4, if the Goods are delivered to us in excess of the quantities ordered, we shall not be bound to pay for the excess which shall remain at your risk. If you fail to collect the excess Goods within seven (7) days after the date of delivery, title to and risk in the excess shall pass to us.

2. RISK AND TITLE

2.1 Subject to conditions 8.11, 9.3, 9.4 and 11.4, title to and risk of loss or damage in the Goods shall pass to us immediately following the off-loading of the Goods at the Delivery Address.

2.2 Without prejudice to your obligations under condition 16.2, you shall insure the Goods for their full replacement value against all risks of damage and loss prior to completion of delivery. You shall, upon request, provide to us such evidence of your insurance cover relating to the Goods as we may reasonably require.

2.3 Where the Goods are retained by you pending delivery instructions or due to delivery being deferred under condition 8.6, title in the Goods shall pass to us when the Goods are ready for despatch but risk shall remain with you until delivery in accordance with our instructions.

2.4 Where any part-payments are made by us prior to delivery of the Goods, title to materials procured or manufactured by you towards performance of the Agreement shall pass to us at the date such payments are made up to the total amount of such payments but risk shall remain with you until delivery. 

3. PRICE AND PAYMENT

3.1 The price of the Goods shall be as stated on the Purchase Order and shall be exclusive of value added tax but inclusive of any other applicable taxes and all packaging, carriage, insurance, freight and other charges (the “Price”). Subject to condition 4.2, the Price shall be fixed and binding and no increase may be made to the same (whether on account of increased insurance, transport, material or labour costs or fluctuations in exchange rates).

3.2 You shall not issue any invoice prior to the scheduled or actual delivery date of the Goods (whichever is the later). Instalment deliveries shall each be invoiced separately. All invoices shall contain the Purchase Order number and full details of the Purchase Order, including a description and the quantity and unit price of the Goods delivered.

3.3 Subject to our receipt of the Goods and all documentation required under the Agreement, payment shall be in pounds sterling and unless specified otherwise in the Purchase Contract or Purchase Order shall be within thirty days from the end of the month in which we receive a proper invoice. Time for payment of the Price shall not be of the essence of the Agreement. 

3.4 You shall not be entitled to suspend deliveries of the Goods for late payment. 

3.5 Subject always to the provisions of Condition 10.6, if payment of any undisputed sum duly payable under the Agreement is not made on or before the due date, interest on the overdue amount from the date on which payment became due until the date on which payment is received (whether before or after judgment has been obtained), at the rate of 1% per annum above the base rate for the time being of Natwest Bank plc, shall be payable. Such interest shall accrue on a daily basis and be compounded quarterly.  

3.6 We reserve the right to set off against the Price any amount owing at any time from you to us (whether under the Agreement or otherwise and including any amount owing to us pursuant to any indemnity included in these Conditions).

3.7 If we agree to make any advance payments, you shall, at our request, procure the issue by your bankers of a guarantee of immediate reimbursement upon demand. 

3.8 Payment by us of any amount in or towards the Price prior to acceptance of the Goods shall not constitute an acknowledgement that the Goods conform to the Agreement or a waiver by us of any of our rights. 

4. ACCEPTANCE OF THE GOODS

4.1 The signature of any of our officers, employees or agents on any delivery note or similar documentation is evidence only of the number of packages or pallets of Goods that have been delivered. Such signature shall not be evidence that the Goods delivered comply with the terms of the Agreement, whether as to quantity or quality or otherwise nor shall it be evidence that we have accepted the relevant Goods.

4.2 We shall have seven (7) working days after the date of delivery (the “Inspection Period”) to inspect the Goods. Subject to condition 11.3 and 11.4, any Goods not rejected by us during the Inspection Period shall be deemed accepted.

4.3 We shall have the right to reject any Goods as if they had not been accepted under condition 11.2 for a period of seven (7) working days after the date on which any Latent Defect becomes apparent.

4.4 You acknowledge that we may only inspect a sample of the Goods.  If it is subsequently discovered that any Goods not inspected are not compliant with the provisions of this agreement we shall be entitled to reject such Goods as if they had not been accepted under condition 11.2 for a period of seven (7) days after the date on which we discover they are non-compliant.

4.5 Any Goods rejected by us under conditions 11.2 or 11.3 or 11.4 shall be returned by us to you at your risk and expense and shall be deemed not to have been delivered under the Agreement. 

4.6 You shall within seven (7) days after the date of return of any defective Goods pursuant to conditions 11.2 or 11.3 or 11.4 at our sole option and to our satisfaction either:

1. supply replacements for the rejected Goods;
2. remedy the defects or damage; or
3. if we have already paid for the Goods, provide us with a full refund in respect of the rejected Goods.

4.7 If you fail to supply any of the Goods in accordance with the Agreement, we shall be entitled at our option at any time to avail ourselves of any one or more of the following remedies:

1. at your expense, to carry out any work necessary to make the Goods comply with the Agreement;
2. to terminate the Agreement for breach (in whole or in part) immediately on giving notice in writing to you.

5. INTELLECTUAL PROPERTY

5.1 If in the course of performing your obligations under the Agreement you make or produce any invention, discovery, design, pattern or drawings (a “Discovery”), you shall promptly provide to us in writing full details of the Discovery. Unless otherwise expressly agreed in writing by an authorised person on our behalf, absolute title in and to any Discovery shall vest in us and you shall use the Discovery only for the purpose of the Purchase Order.

5.2 You shall duly execute such waivers and assignments as may be required by us to vest any Discovery in us absolutely and shall provide to us without charge such copies of any drawings, data, specifications and technical information as we may require in order to fully exploit the Discovery and obtain protection by way of registration or otherwise of our rights in the Discovery. 

5.3 You shall not without our prior written consent supply goods incorporating the Discovery to any person other than to us. 

5.4 You shall not without our prior written consent use our name or otherwise hold yourself out as associated with us in any advertising or publicity material or in any other manner.

5.5 Any drawings, specifications, designs, recipes, formulae or other similar items provided by us to you pursuant to the Agreement or paid for by us in connection with this Agreement, shall remain our property and shall be used by you solely for the purpose of fulfilling the Purchase Order. You shall, at your own expense, return such items to us immediately on demand and in any event on completion of delivery of the Goods or cancellation or termination of the Agreement and shall not keep any copies of the same.

5.6 In the event that you have been licensed by us to use any trade or service mark(s) belonging to us, you shall strictly adhere to the terms of such licence and shall at any time on our request and in any event on cancellation or termination of the Agreement:

1. deal with any items on which our trade or service mark(s) may appear in such manner as we may specify; and
2. provide to us at your own expense such assistance as we may require to cancel any recordal of the trade or service marks(s).

6. MATERIALS AND TOOLING

6.1 Unless otherwise agreed in writing, the Price shall be deemed to include the cost of any tooling which you are required to procure or make for the purposes of the Agreement, including without limitation any plates for printing purposes (“Tooling”). 

6.2 Where:

1. the Agreement has been entered into other than pursuant to the Purchase Contract risk in and title to any Tooling shall pass to us on completion of delivery of the Goods under the Agreement. Prior to completion of delivery, you shall keep the Tooling in good condition and insured for its full replacement value against all risks of damage and loss. You shall, upon request, provide to us such evidence of your insurance cover in respect of any Tooling as we may reasonably require; and
2. the Agreement has been entered into pursuant to the Purchase Contract risk in and title to any Tooling shall pass to us on the earlier of:
   1. the completion of delivery of the goods under the last agreement to be formed under the Purchase Contract; or
   2. the termination of the Purchase Contract; and
   3. prior to such title and risk passing to us you shall keep the Tooling in good condition and insured for its full replacement value against all risks of damage and loss. You shall, upon request, provide to us such evidence of your insurance cover in respect of any Tooling as we may reasonably require.

2. CONFIDENTIAL INFORMATION

You shall keep confidential any and all confidential information relating to our products, business, technology, procurement or technical requirements or of any of our associated companies (as such term is defined in Section 416(1) of the Income and Corporation Taxes Act 1988) which may come into your possession in the course of performing the Agreement and you shall not without our prior written consent use such confidential information or disclose it to any person for any purpose other than the proper performance of the Agreement or any other agreement entered into by you and us pursuant to the Purchase Contract.

3. PERSONNEL

3.1 You shall retain in force during the period of performance of the Agreement policies of third party liability insurance and employer’s liability insurance and shall upon request produce to us evidence of the terms of such policies and of the payment up to date of all monies under them.

3.2 You shall procure that any of your personnel, sub-contractors and agents that have occasion to visit or carry out any work at our premises act when doing so in accordance with any instructions that may be issued by us and comply in all respects with the site rules applicable from time to time to such premises.

3.3 You shall not, during the performance of the Agreement and for a period of six (6) months thereafter directly or indirectly induce or attempt to induce any employee of ours to leave our employment, without our prior written consent.

4. INDEMNITY AND INSURANCE

4.1 Without prejudice to and notwithstanding the provisions of condition 8.8, you shall indemnify us against all liabilities, costs (including product recall 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 reasonable professional costs and expenses) suffered or incurred by us arising out of or in connection with: 

1. any breach of the warranties contained in conditions 5.1, 5.2 or 5.4 or the provisions of condition 5.5;
2. your breach or negligent performance or non-performance of the Agreement;
3. any claim made against us for actual or alleged infringement of a third party’s intellectual property rights as a result of our use or re-sale of the Goods;
4. any claim made against us by a third party to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of the Agreement by you,  your employees, agents or subcontractors; and/or
5. any claim made against us by a third party for death, personal injury or damage to property arising out of or in connection with defective Goods, to the extent that the defect in the Goods is attributable to the acts or omissions of you, your employees, agents or subcontractors. 

4.2 Your indemnity under condition 16.1(c) shall not extend to any liabilities arising directly from the use by you of any drawings, designs, specifications, recipes, formulae or other similar items provided by us to you pursuant to the Agreement.

4.3 You shall put in place and maintain during the Agreement and for a period of three (3) years after delivery suitable insurance policies with reputable insurance companies or underwriters against all risks normally insured against by a prudent supplier of goods in the nature of the Goods and pay all premiums due in respect of the same. It is understood and agreed that it shall be your responsibility to ensure that the amount of cover pursuant to the policies affected by you is adequate in accordance with industry custom and practice and the particular circumstances of this Agreement. Without prejudice to the generality of the foregoing, such insurance shall include third party public liability insurance, product liability insurance and product recall insurance each with an indemnity limit of no less than five million pounds (£5,000,000) in aggregate in any one year period. 

4.4 You agree that it is your responsibility to comply on a day to day basis with the terms, conditions and limitations of the insurance policies referred to in condition 16.3. You shall not do or allow to be done anything whereby any such insurance policy may lapse or become wholly or partly void or voidable. In particular, you will notify us in the event that any matter or element is refused insurance cover or the cover therefor is withdrawn or if there are any exclusions from such cover or deductions in respect of any insured risks. 

4.5 You shall, upon request, provide us with a copy of the insurance policies referred to in condition 16.3.

5. CANCELLATION AND TERMINATION 

5.1 We shall be entitled to cancel the Agreement in whole or in part at any time by giving written notice to you.

5.2 On cancellation of the Agreement under condition 17.1, you shall:

1. immediately discontinue work on the Agreement; and 
2. within 2 months of the date of cancellation submit to us any claim you wish to make for any expenses incurred by you up to the date of cancellation of the Agreement, to the extent that such expenses would otherwise be an unavoidable loss to you. 

1.2 In relation to any claim made by you under condition 17.2(b):

1. you shall take all reasonable steps to mitigate the level of any expenses suffered by you as a result of cancellation of the Agreement;
2. we shall not be liable for any loss of anticipated profit or any consequential losses;
3. the total amount of any expenses claimed by you under condition 17.2 shall in no event exceed 55% of the Price;
4. we shall not be liable for any claim received by us more than 2 months after the date of cancellation;
5. we shall have the right to challenge the amount claimed, including the right to require a detailed breakdown of all or any part of the amount claimed.

1.2 We shall have the right at any time by giving notice in writing to you to terminate the Agreement immediately (without compensation to you) if:

1. you commit any material or persistent breach of the Agreement (and for the purposes of this condition a “material breach” shall include any breach of conditions 5 or 7); or
2. any act omission or conduct by you or your employees, officers, agents or sub-contractors occurs which may, in our reasonable opinion, bring us into disrepute; or
3. you or any of your officers are convicted of any criminal offence (other than a road traffic accident which does not result in imprisonment); or
4. any distress, execution or other process is levied upon any of your assets or undertakings; or
5. you (or your directors) has a bankruptcy order made against you/him or make an arrangement or composition with your/his creditors or otherwise take the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (if a body corporate) convene a meeting of your creditors (whether formal or informal) or enter into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or have a receiver or manager, administrator or administrative receiver appointed over all or any of your assets or undertakings, or documents are filed with the court for the appointment of an administrator in relation to you or notice of intention to appoint an administrator is given by you or your directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for your winding-up or for the granting of an administration order in respect of you, or any proceedings are commenced relating to the insolvency or possible insolvency of you; or
6. you cease or threaten to cease to carry on business; or
7. your financial position deteriorates to such an extent that, in our opinion, your capability to adequately to fulfil your obligations under the Agreement has been placed in jeopardy.

1.3 Subject always to conditions 9.4 and 17.7, we shall have the right for a period of thirty (30) days from the date of cancellation or termination of the Agreement for any reason to purchase from you at a reasonable price to be agreed by us and you any parts and/or items in the course of manufacture pursuant to the Agreement and/or any components or materials purchased by you for use in the production or manufacture of the Goods. If we exercise our rights under this condition following cancellation of the Agreement pursuant to condition 17.1, the amount of any expenses claim made by you under condition 17.2 shall be less any amount paid or to be payable by us for such parts, items, components and/or materials under this condition 17.5.

1.4 If the Agreement is cancelled or terminated for any reason prior to the passing of risk in and title to any Tooling to us pursuant to condition 13.12, we may elect to purchase the Tooling at a fair and reasonable price to be agreed by us and you (such price to take into account the basis on which the cost of such Tooling was to be amortized over the period of the Agreement and any advance payments made by us to you prior to such cancellation or termination).

1.5 The cancellation or termination of the Agreement howsoever arising shall be without prejudice to our rights and remedies which have accrued prior to cancellation or termination (as the case may be). 

1.6 Any provision of these conditions which expressly or impliedly has effect after cancellation or termination, shall continue to be enforceable notwithstanding cancellation or termination of the Agreement, including conditions: 2.2, 2.3, 5, 6, 7, 8.10, 8.11, 10.6, 11, 12, 14, 15.3, 16, 17.5-17.8, 19, 20 and this condition 17.8.

2. FORCE MAJEURE

We reserve the right to defer the date of delivery or payment or to cancel the Agreement or reduce the volume of Goods ordered if at any time we are prevented from or delayed in the carrying on of our business due to circumstances beyond our reasonable control, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to our workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials.

3. PRODUCT RECALL

3.1 You will immediately notify us in writing if you discover that there is:

1. any defect in any Goods which have been delivered to us at any time;
2. any error or omission in any documentation provided with the Goods (including certificates of analysis or certifications of conformity) or instructions for use;
3. a risk that you suffer any incident  that may damage our reputation or that of our trade marks or brands and which may cause any risk of death, injury, damage to property or loss of reputation.

3.2 Where any of the circumstances in clause 19.1(a) to (c) apply or in the event that we (acting reasonably) consider that they do, you agree that we shall have discretion as to whether the Goods or any products into which the Goods have been incorporated shall be recalled, and:

1. you shall, at our request provide all such assistance, information and documentation as we may request in carrying out a product recall procedure and comply with any additional reasonable and lawful instructions we may give you in connection with the same. You shall obtain our prior written approval before carrying out any actions in respect of the affected Goods and shall be responsible for the costs (ours and yours) of all actions necessary to implement such procedure, including notifications to third party purchasers, consumers and the relevant public; and
2. for the avoidance of doubt and without prejudice to our other rights and remedies whether under these Conditions or otherwise, as part of such product recall procedure we may at our discretion and at your sole cost: (i) recall any Goods and/or any other products into which the Goods have been incorporated and already sold or distributed by us and require you to pay us or credit to us our selling price, or replace the recalled Goods (at our option); and (ii) issue  such notifications to our customers about the Goods or any products into which the Goods have been incorporated, as we consider necessary.

4. GENERAL

4.1 Each of our rights or remedies under the Agreement is without prejudice to any other right or remedy of ours whether under the Agreement or not.

4.2 If any provision of the Agreement is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable, it shall, to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of such provision shall continue in full force and effect.

4.3 Any failure or delay by us in enforcing or partially enforcing any provision of the Agreement shall not be construed as a waiver of any of our rights under the Agreement.

4.4 No waiver of our rights under the Agreement shall be effective unless in writing signed by an authorised person on our behalf. Any waiver by us of any breach of, or any default under, any provision of the Agreement by you shall not be deemed a waiver of any subsequent breach or default and shall in no way affect any other terms of the Agreement.

4.5 Neither we nor you intend that any term of the Agreement shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person other than us and you.

4.6 We and you agree that the Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including no-contractual disputes and claims) shall be governed by and construed in accordance with the laws of England and Wales and that the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.

4.7 Notice under these Conditions shall be properly given if it is in writing and sent by first class post or facsimile to the address of the intended recipient as stated on the Purchase Order or to such other address as we or you may from time to time notify to the other as their respective addresses for service. Notice shall be deemed served in the case of postal notice, on the expiry of 48 hours from the time of posting and in the case of facsimile, on completion of transmission by the sender.