General Terms and Conditions of Sale, Delivery and Payment of Pioneer Foods (UK) Limited (company number 4080435)

1

DEFINITIONS

1.1

“We”, “Us”, “Our” means the business mentioned in the heading of these terms and conditions or its relevant subsidiary undertaking which is supplying the goods to the Customer.

1.2

“Business Day” means a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.

1.3

"Customer” means any opposite party entering into a Contract with Us or asking Us for a tender or to which We send a tender.

2

THE CONTRACT

These terms and conditions (Terms) apply to and govern all of Our offers, any orders by a Customer and supply of goods by Us and apply to all contracts made with Us (“the Contract”). No other terms are implied by trade, custom, practice or course of dealing.

3

EXCLUSION OF OTHER TERMS

3.1

These Terms apply to the Contract to the exclusion of any express or implied terms and / or conditions (including any terms or conditions in any purchase order, confirmation of order or similar document of the Customer).

3.2

The Contract is the entire agreement between Us and the Customer and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter.

3.3

Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

4

VARIATIONS TO THESE TERMS

4.1

Deviations from these terms and conditions will only be valid in so far as they have been explicitly accepted in writing by Us and signed by a registered company Director of Our business. We will not otherwise be bound by any terms and conditions of the Customer and no other action on Our part (whether delivery of the goods or otherwise) shall be construed as an acceptance of any other terms and conditions.

4.2

These Terms shall always prevail unless specifically agreed otherwise in writing by Us.

4.3

If any variations to these terms and conditions are agreed to by Us in writing then such variations will prevail only for that single transaction unless We expressly agree in writing that the change should apply to all transactions with the Customer.

5

QUOTATIONS/ TENDER

5.1

Any quotation or tender for any goods given to the Customer:

5.1.1

is given subject to these Terms and is the basis on which the Customer’s purchase order can be placed in accordance with clause 6 below; and

5.1.2

is valid for a period of 30 calendar days only from its date of issue provided that We have not previously withdrawn it.

5.2

A quotation for goods shall not constitute an offer.

5.3

In the event of a composite quote, We shall not be under any obligation to deliver part of the goods included at a corresponding part of the price quoted for the whole.

5.4

Quotations / tenders shall relate exclusively to the minimum quantities given in the tender/ quotation.

6

CUSTOMER ORDERS

6.1

Each order for the goods by the Customer shall be an offer by the Customer to purchase goods on these Terms.

6.2

The Customer accepts these Terms by the mere fact of placing an order

7

CONCLUSION OF THE CONTRACT AND CONFIRMATION

7.1

An order shall only be deemed to be accepted and the Contract shall only be concluded and bind Us following Our confirmation of the order in writing to the Customer, or when We have proceeded to deliver according to the order placed (whichever is the earlier).

7.2

The Customer may cancel an order by written notice to Us at any time prior to the order being accepted (or deemed accepted) in accordance with clause 7.1.

7.3

If We are unable to supply you with the goods for any reason, we will inform you of this and we will not continue to process your order. If you have already paid for the goods, we will refund you the full amount including any delivery costs charged as soon as possible.

8

PRICE

8.1

Unless otherwise expressly agreed in writing by Us, the price of the goods shall be those prices stated on Our published price list at the date of order or where a tender or quotation is the basis of the Contract, the prices stated in Our tender or quotation and shall:

8.1.1

be in Pounds Sterling currency;

8.1.2

be given on the basis of the minimum quantities operated by Us;

8.1.3

be ex works;

8.1.4

be exclusive of:

8.1.4.1

VAT;

8.1.4.2

import and export duties, as well as of any government levy;

8.1.4.3

packaging, transport, storage and transhipment costs;

all of which shall be added to or charged on invoices at the appropriate rates if incurred by Us, subject to prior written notice to the Customer.

8.2

We shall be entitled to cancel any Contract with the Customer without liability in the event that We are unable due to supplier shortages to source any ingredient or other raw material at all or at a price that makes the Contract unfeasible for Us. If The Customer has already paid for the goods, we will refund to the Customer the full amount including any delivery costs charged as soon as possible.

8.3

Packaging such as crates, pallets and the like insofar as not intended for one-way use, shall be charged by Us as packaging, unless We are given identical, undamaged crates, pallets and the like in return upon delivery.

9

PAYMENT

9.1

Payment of Our invoices must be made in full and in cleared funds within 28 days following receipt of goods, unless We specify a different period in writing.

9.2

All payments to Us must be made in full without deduction, withholding or settlement or by way of set off or counterclaim, in cash at Our offices or into a bank or giro account to be communicated by Us, in the currency stated in the invoice. We shall reserve the right to require cash on delivery or advance payment of the purchase price or of the cost of the work to be done.

9.3

Payments made by the Customer shall first serve to settle all interests and costs due and subsequently to settle the outstanding invoices payable on demand. We may appropriate any payment made by the Customer to Us to such of the invoices for the goods as We think fit despite any purported appropriation by the Customer.

9.4

Invoicing and crediting shall be effected on the basis of the date of delivery.

9.5

Returned empty packaging (trays, crates or pallets) shall be credited against the invoices raised by Us to which they relate.

9.6

All payments payable to Us under a Contract shall become due immediately upon termination of the Contract despite any other provision.

9.7

Where any sum owed by the Customer to Us under a Contract is overdue We may withhold any deliveries of goods due to be made under the Contract until arrangements as to payment or credit have been established which are satisfactory to Us

9.8

If the Customer fails to make any payment under a Contract on the due date, then (without prejudice to Our other rights and remedies) We may charge the Customer interest (both before and after judgement) on the amount unpaid at the annual rate of 5% above Our primary business Bank base rate from time to time until payment is made in full.

10

DELIVERY

10.1

Unless We expressly agree with you in writing, We will use reasonable endeavours to deliver to delivery times specified by Us but these are business estimates only and shall never serve as firm dates. Time of delivery is not of the essence. We will not be liable for any delay in delivery of the goods that is caused by an event or circumstance beyond Our control or the Customer’s failure to provide Us with adequate delivery instructions or any other instructions that are relevant to the supply of the goods.

10.2

Unless otherwise agreed, the Customer shall collect the goods from Our premises stated in the Contract (the Delivery Location). Delivery is completed on the completion of loading of the goods at the Delivery Location.

10.3

If We fail to deliver the goods in accordance with these Terms, Our liability shall be limited to the direct 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, following receipt by Us of proof of such costs and expenses incurred by the Customer. We shall have no liability for any failure to deliver the goods to the extent such failure is caused by an event or circumstance beyond Our control or the Customer’s failure to provide Us with adequate delivery instructions or any other instructions that are relevant to the supply of the goods.

10.4

The Customer shall be responsible for ensuring that any required or necessary customs documents/inspection reports shall be returned to the authorities responsible in due time; in the event the Customer fails to do so, the corresponding additional costs shall be borne by the Customer.

10.5

If the Customer fails to take delivery of the goods within three Business Days of Us notifying the Customer that the goods are ready, then, except where such failure or delay is caused by an event beyond the Customer’s control or Our failure to comply with Our obligations under the Contract:

10.5.1

delivery of the goods shall be deemed to have been completed at 9.00am on the third Business Day after the date on which We notified the Customer that the goods were ready; and

10.5.2

We shall store the goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).

10.6

If ten Business Days after the day on which We notified the Customer that the goods were ready for delivery and the Customer has not taken delivery of them, We may resell or otherwise dispose of part or all of the goods.

10.7

In respect of bespoke and/or low volume products (as defined by Us from time to time) We may deliver to the Customer goods up to 10% more or 10% less than the quantity ordered without any adjustment to the unit price of the goods and when calculating the sums due the actual quantity delivered shall be deemed to be the quantity ordered. In such event, the Customer may not reject such goods.

10.8

As of the moment of delivery, the goods shall be at the Customer's expense and risk, unless explicitly agreed upon otherwise.

10.9

The Customer shall comply with all applicable laws and regulations of the country for which the goods are destined. We will not be liable or responsible if you break any such law.

11

INSTALMENTS

We may deliver the goods by separate instalments, which may be invoiced and paid for separately. If a delivery is effected in instalments, then each delivery shall be considered as a separate transaction. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.

12

TRANSPORT

12.1

We shall, at the Customer's request, arrange for suitable transport to the premises specified by the Customer in the order for goods and arrange insurance therefore, in which case the costs of transfer (and risk during) and insurance (and the costs and responsibility for off loading) shall be borne by the Customer. If the delivery to the premises specified by the Customer cannot be made due to an event outside of Our control or the Customer’s failure to provide Us with adequate delivery instructions, or if the goods must be delivered elsewhere due to this fact, the additional costs incurred in relation therewith shall be borne by the Customer.

12.2

If the Customer requires special transport, e.g. temperature-controlled transport, and if this does not automatically follow from the nature and the scope of the Contract concluded with Us, the Customer must notify us explicitly of its request. The corresponding additional costs shall be borne by the Customer.

12.3

If the Customer refuses or fails to accept delivery of the goods or if the Customer refuses to provide any instructions, documents, licences or authorisations required to enable the goods to be delivered by the specified delivery date then the Customer shall forthwith reimburse to Us Our costs of delivering the goods both to the premises specified by the Customer in the order for goods and the cost of transporting the goods back to Our premises or other location (if any) and Our reasonable storage costs. If ten Business Days after the specified delivery date the Customer has not taken delivery of the goods we may resell or otherwise dispose of part or all of the goods.

13

RISK AND OWNERSHIP

13.1

The risk in the goods shall pass to the Customer once the goods have been collected by the Customer or any carrier acting on the Customer's behalf or on Our behalf under clause 12.

13.1.1

Title to the goods shall not pass to the Customer and shall remain Our property until the full price of the goods and all other sums which are due to Us from the Customer under the terms of any other contract between the Customer and Us is paid.

13.2

Until such time as title passes to the Customer:

13.2.1

the goods shall be stored by the Customer in such a manner that they are clearly identifiable as Our goods and shall be kept separate from any other goods whether or not supplied by Us; and

13.2.2

the goods shall only be sold on by the Customer in its ordinary course of business and where the goods are sold on, the goods shall be deemed sold by the Customer in the order in which they were invoiced by Us and title to the goods shall pass from Us to the Customer immediately before the time at which resale by the Customer occurs.

14

SPECIFICATION

14.1

All drawings, descriptive matter, ingredients, specifications, samples and advertising issued by Us and any descriptions or illustrations contained in Our catalogues, brochures or Our website are issued or published for the sole purpose of giving an approximate idea of the goods described in them. They will not form part of any Contract nor have any contractual force.

14.2

We may make any changes to the ingredients, specification, design, materials, packaging or finishes of the goods which are required to conform with any applicable legislation or other regulatory requirements.

14.3

No variation in the ingredients, specification or design of any goods which, in Our reasonable opinion, does not adversely affect the suitability of the goods for the particular purpose for which they are supplied by Us will constitute a breach of contract or impose any liability upon Us.

15

BRANDED GOODS

15.1

If the Customer requires special packaging or own branding to be used in relation to the goods and/or their packaging, the Customer:

15.1.1

grants to Us a royalty free, non-exclusive, non-transferable and non-assignable licence for Us to apply the trade marks, logos, devices or other copy and creative works (“the Marks”) to the goods and/or their packaging in accordance with the Customer’s instructions;

15.1.2

shall indemnify and hold Us harmless against all damages (including costs) that may be awarded or agreed to be paid to any third party in respect of any claim or action that the use of the Marks by Us pursuant to the Customer’s instructions infringes any intellectual property right of the said third party;

15.1.3

shall provide to Us its reasonable forecast of requirements for the goods on a rolling two monthly basis; and

15.1.4

shall purchase from Us at cost (plus taxes) any surplus packaging which We have acquired for the supply of the goods to the Customer based on the Customer’s forecast and which We determine that we are unable to use within Our business if at any time the Customer’s orders for goods:

15.1.4.1

falls below 85% of the order quantity forecast for that period; or

15.1.4.2

(in the event that no forecast is given) falls below 85% of Our estimate of the order quantity for that period; or

15.1.4.3

is zero in any consecutive period of 2 months; or

15.2

the Contract with the Customer is terminated by Us under clause 29.

16

QUALITY

16.1

Where We do not manufacture the goods We will endeavour to transfer to the Customer the benefit of any warranty or guarantee given to Us.

16.2

Subject to the restrictions to Our warranty on the goods set out in these Terms, We warrant the proper quality of the goods delivered by Us for the Shelf Life of the goods, provided that all Our instructions concerning the use and storage of these goods have been strictly followed. We do not warrant that the goods comply with the laws, regulations or standards outside the UK.

16.3

Where these terms and conditions are governed by English Law, “proper quality” for the purposes of clause 16.2 shall mean “satisfactory quality” within the meaning of the Sale of Goods Act 1994 (as amended from time to time).

16.4

“Shelf life” for the purposes of clause 16.2 shall mean either Our standard shelf life for the goods as per Our inventory of shelf life or in the case of goods with a limited life span or with a sell by date or best before date that period or date (as appropriate).

16.5

Unless expressly specified otherwise in these Terms, 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.

17

FITNESS FOR PURPOSE - CUSTOMER RESPONSIBILITY

We shall not be liable if goods turn out not to be suited to the purpose for which the Customer has bought them from Us. Therefore, the Customer itself must establish in advance the suitability to the intended purpose of goods it wishes to buy from Us.

18

CUSTOMER QUALITY CONTROL

18.1

The Customer must check the goods (or have them inspected) upon delivery – or as soon as possible but within the timescales for complaints set out at clause 19.

18.2

During this check, the Customer must verify in particular whether the goods delivered comply with the Contract i.e.:

18.2.1

whether the right goods have been delivered; and

18.2.2

whether the quantity and apparent quality of the goods delivered comply with the specifications agreed upon.

18.3

The Customer must not use the goods in its business, process or otherwise supply these on to a third party unless the Customer has taken all steps reasonably necessary to be satisfied that the goods are in accordance with the Contract. The Customer must have proper quality control measures in place to stop any defective goods supplied by Us being used in or incorporated into other goods or being sold on to a third party.

18.4

Our warranty on the goods at clause 16.2 shall become void and We shall not be liable to the Customer for the proper quality of the goods:

18.4.1

as of the moment that the Customer has used the goods, has mixed or otherwise processed the goods, or has delivered the goods on to third parties, unless the Customer can show that it was not able in all reasonableness to identify the defect at an earlier stage;

18.4.2

if the defect arises because the Customer failed to follow Our oral or written instructions concerning the use and storage of the goods;

18.4.3

if the defect arises as a result of Us following any specification supplied by the Customer;

18.4.4

the Customer alters such goods without Our written consent;

18.4.5

if the defect arises as a result of wilful damage, negligence, or abnormal storage or working conditions of the Customer; or

18.4.6

if the goods differ from their description or specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

19

COMPLAINTS

19.1

Complaints regarding the:

19.1.1

nature or quantity of the goods delivered (that would be apparent upon a reasonable inspection) must be communicated to Us in writing within two Business Days following delivery;

19.1.2

quality of goods delivered (where the defect would be apparent upon a reasonable inspection) must be communicated to Us in writing within three Business Days following delivery;

19.1.3

goods where the defect would not be apparent upon a reasonable inspection must be communicated in writing to Us by the end of the Business Day following the date that the Customer knew or ought reasonably to have known of the defect (having regard to the Customer’s obligations in relation to the goods at clause 18).

19.2

Any communications made to Us in connection with clause 19.1 must describe the nature of the complaint in detail and identify the actual goods / batches the subject of the complaint.

19.3

The mere fact that We investigate a complaint shall not automatically imply that We acknowledge any liability in respect of such complaint.

19.4

If the complaint concerns a part of the goods delivered, this shall not constitute a reason to reject the entire batch, unless the batch delivered cannot be deemed in all fairness fit for use.

19.5

In the event that the Customer wishes to reject the goods on the grounds above, the Customer must give Us the opportunity to make a repeat inspection of the goods at the location where the goods were delivered following collection from Us and they must still be in an untouched state. If We have not made such repeat inspection within 48 hours following the Customer’s notification the Customer shall be entitled to store the goods elsewhere.

19.6

If the Customer's complaint is justified (and made in accordance with clauses 19.1 to 19.5 inclusive), We shall have the choice to either replace the rejected and / or defective goods (including shortfall in delivery) at Our expense or to credit the Customer for an amount equal to the price paid or owed by the Customer for the rejected and / or defective goods at the pro-rata Contract rate.

19.7

The Customer shall return the rejected goods to Us or destroy them (or have them destroyed) following Our prior consent in writing on conditions to be determined by Us. The costs involved shall (subject to Our prior written approval which We shall not unreasonably withhold) be borne by Us. If a return has been agreed with Us, then the quantity of goods to be returned to Us must be communicated to Us by the Customer in advance in writing.

19.8

The Customer shall notify Us in writing if they dispute any part of Our invoice within 10 Business Days after the date of such invoice. If an invoice is not disputed or queried by the Customer within 10 Business Days after the date of such invoice, the Customer shall be deemed to have accepted the invoice as a correct reflection of the corresponding transaction with Us.

19.9

If a notice has not been received by Us following expiry of the periods mentioned in clauses 19.1 and 19.8, the Customer shall be deemed to have approved the goods delivered and/or to have approved the invoice respectively and the Customer shall be precluded from bringing any further claim or taking any action in connection with any defect covered by clauses 19.1 and 19.8 respectively.

19.10

Any complaint submitted by the Customer in accordance with these Terms shall not entitle the Customer to suspend payment.

19.11

These Terms apply to any repaired or replacement goods supplied by Us.

20

LIABILITY WHICH WE DO NOT EXCLUDE

20.1

Nothing in these Terms shall limit or exclude Our liability to the Customer for:

20.1.1

death or personal injury caused by Our negligence;

20.1.2

fraud or fraudulent misrepresentation;

20.1.3

Our liability under any product liability legislation to the extent that it is not lawful for Us to exclude or restrict such liability; or

20.1.4

any matter in respect of which it would be unlawful for Us to exclude or restrict liability.

20.2

The following clauses 21 to 23 (inclusive) are all subject to clause 20.1.

21

OUR LIABILITY UNDER THE WARRANTY

21.1

If We are liable to the Customer pursuant to Our warranty given at clause 16.2 this liability shall (in accordance with clause 19.6) be limited at Our option either to the replacement of the specific goods (or batch) of inferior quality or to the refunding of the amount invoiced for these specific goods of inferior quality at the pro-rata Contract rate.

21.2

If We comply with clause 21.1 We shall have no further liability for a breach of the warranty in clause 16.2 in respect of the quality of such goods.

22

OUR LIABILITY FOR THE NATURE OR QUANTITY OF GOODS DELIVERED

22.1

If We comply with clause 19.6 We shall have no further liability to the Customer in relation to the nature or quantity of the goods delivered.

23

EXCLUSIONS OF DIRECT, INDIRECT, SPECIAL AND CONSEQUENTIAL LOSSES

23.1

We shall not be liable to the Customer by reason of any representation or any implied warranty, condition or other term or any duty at law or under the express terms of these Terms for any loss of profit, loss of business, depletion of goodwill or pure economic loss irrespective of whether these are direct, indirect or consequential or any other indirect consequential or special compensation whatsoever (whether or not caused by Our negligence, or the negligence of Our employees, agents or sub-contractors) which arise out of or in connection with these Terms.

23.2

Without prejudice to clauses 19.6, 20, 21, 22, and 23.1, We shall not be liable for any direct, indirect, special or consequential costs, losses, expenses, claims or damages in so far as they are not covered by Our insurance.

23.3

Subject to clauses 19.6, 20, 21, 22, 23.1 and 23.2, Our total aggregate liability to the Customer for all losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will in no circumstances exceed [£1,000,000 (one million pounds)] OR [the price of the goods under the Contract].

23.4

All warranties, conditions and other terms implied by statute or common law or any commercial code or other code which it is lawful for Us to exclude are excluded from the Contract.

23.5

We have taken out insurance policies with Our insurers concerning legal liability and product liability. In these policies We have covered the risks which might normally result from Contracts concluded with Us. This knowledge shall not relieve Our customers from the obligation to take out an adequate insurance policy themselves in the same way, particularly with respect to damage being or possibly being the result of goods delivered or services rendered by Us.

23.6

The provisions of these Terms set out Our entire liability to the Customer (including liability for the acts of Our employees, agents and sub-contractors) in respect of any breach of these Terms, and any representation, statement or tortious act or omission arising under or in connection with the Contract.

24

THIRD PARTY CLAIMS

The Customer shall indemnify Us against all liability, actions, proceedings, costs, claims, damages or demands in any way connected with any Contract brought or threatened to be brought against Us by any third party except to the extent that We are liable to the Customer in accordance with these Terms.

25

RECIPES

25.1

The Customer acknowledges that We are the owner of all knowledge, experience, data, technical or commercial information, inventions and all other intellectual property rights which might reasonably be of commercial interest to Us or to the Customer in the design, manufacture or supply of the goods. This includes (without limitation) descriptions of manufacturing processes, recipes, formulae or drawings relating to the design, development, manufacture, assembly, repair, testing and use of the goods.

25.2

If We develop any recipe or formula for or use any recipe exclusively with the Customer unless otherwise expressly agreed in writing by Us and signed by one of Our officers, all intellectual property rights in such recipe or formulae shall hereby vest in Us as from the time of its conception.

25.3

The Customer (including its officers and employees) shall keep confidential and shall not at any time disclose to any person (except as permitted by clause 25.4) any business sensitive or confidential information that the Customer may acquire from Us in connection with any Contract or potential contract in relation to Our business and Our goods including any information described in clauses 25.1 and 25.2 above which is not otherwise in the public domain.

25.4

The Customer may disclose the confidential information referred to in this clause:

25.4.1

to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with the Contract. The Customer shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this clause 25; and

25.4.2

as may be required by law, a court of competent jurisdiction or any government or regulatory authority.

26

FORCE MAJEURE

26.1

We shall have the right to cancel, delay or reduce the volume of the goods delivered if We are prevented from or hindered on delivery of the goods through any circumstances beyond Our control including (but not limited to) industrial action (including by Our own staff), war, fire, or prohibition or legal enactment of any kind, without incurring any liability for any resulting loss or damage.

26.2

Without prejudice to clause 26.1, the Customer may cancel the Contract affected by any circumstances beyond Our control which has continued for more than 30 days, by written notice to Us. If the Customer cancels the order, the Customer shall return (at Our cost) any relevant goods the Customer has already received and We will refund the price you have paid in respect of that order or part of the order that has been cancelled, including any delivery charges.

27

TRANSPORTATION CONDITIONS

Non-cooled goods can be stored, transported and sold without cooling.

28

GOODS WITH A LIMITED LIFE SPAN

28.1

In the case of goods with a limited life span, the conservation instructions must be strictly observed; in the absence of said strict observance no liability is accepted nor is any guarantee given by Us.

28.2

If Our goods are provided with a sell-by date or a best-before date, We shall not accept any liability for these goods if these goods are consumed or used after the sell-by date or the best-before date. The Customer shall ensure that the goods bearing a sell-by date are not offered for sale following the expiry of that date.

28.3

The Customer shall indemnify Us and hold Us harmless with respect to any and all claims from third parties by virtue of costs, losses, expenses or other damage resulting from the consumption or use of Our goods if these have been incorrectly stored and / or transported by the Customer or sold to third parties by the Customer after the expiry of the best-before date.

28.4

We draw the Customer's attention to the fact that, with respect to goods with limited life span or special storage requirements, it is necessary for the Customer himself too, to take out a legal liability or a good liability insurance policy.

28.5

The Customer shall implement responsible and proper stock rotation practices in respect of the goods with the aim for goods to be used and/or sold on a shortest remaining shelf life basis.

29

TERMINATION

29.1

Without limiting Our other rights and remedies, We may terminate Our Contract with the Customer immediately upon notice in writing to the Customer if:

29.1.1

the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 10 Business Days of that part being notified in writing to do so;

29.1.2

the Customer fails to pay any amount due under the Contract on the due date for payment;

29.1.3

the Customer takes any step or action in connection with its 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 (or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction);

29.1.4

the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or

29.1.5

the Customer’s financial position deteriorates to such an extent that in Our opinion the Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or

29.1.6

in the event the Customer is an individual, the Customer dies.

29.2

The termination of the Contract howsoever arising is without prejudice to the rights, duties and liabilities of either the Customer or Us accrued prior to termination. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.

29.3

Without limiting Our other rights or remedies, We will be entitled to suspend any deliveries otherwise due to occur following service of a notice specifying a breach under clause 29.1 until either the breach is remedied or the Contract terminates, whichever occurs first.

29.4

On termination of the Contract for any reason the Customer shall immediately pay to Us all of Our outstanding unpaid invoices and interest.

30

BONUS

If We have agreed rebate or bonus provisions with a Customer based on the quantity of goods purchased, this rebate or bonus shall not be paid by Us until the Customer has paid all invoice amounts due.

31

NOTICES

31.1

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 or other next working day delivery service, commercial courier, or email.

31.2

A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 31.1; if sent by pre-paid first class post or other next working day delivery service, at 9.00am 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 email, one Business Day after transmission.

31.3

The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

32

GENERAL

32.1

Translations: Translations of these Terms may be circulated in different languages. However, in the event of any inconsistencies, the English version shall prevail.

32.2

Third party rights. No one other than a party to this Contract and their permitted assignees shall have any right to enforce any of its terms.

32.3

Assignment. We may assign, transfer, mortgage, charge, license or sub-contract or deal in any other manner with all or any part of Our rights or obligations under a Contract without the Customer's consent and We will notify the Customer as soon as reasonably practicable of such event. The Customer may not assign, transfer, mortgage, charge, license, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without Our prior written consent.

32.4

Waiver. No failure or delay by a party 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 prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

32.5

Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

32.6

Governing law and jurisdiction. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Contract or its subject matter or formation.