- Application of These Terms and Conditions
1.1 The Seller carries on the business of selling the Goods and it shall sell and the Buyer shall purchase the Goods in accordance with any quotation or offer of the Seller, which is accepted by the Buyer, or any order of the Buyer which is accepted by the Seller.
1.2 The Conditions shall govern the Contract to the exclusion of any other terms and conditions whether or not any such quotation is accepted or purported to be accepted by the Buyer, or any such order is made or purported to be made by the Buyer on or subject to any other terms or conditions; unless otherwise agreed by the Seller in writing.
2.1 In this document:
“Business Day” means any day other than a Saturday, Sunday or bank holiday in England;
“Buyer” means the person incorporated, established or resident in any territory other than England & Wales who accepts a quotation of the Seller, which states that it is an offer to sell the Goods to that person or whose order for the Goods is accepted by the Seller;
“Conditions” means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) also includes any special terms and conditions agreed in writing between the Buyer and the Seller;
“Contract” means the contract for the purchase and sale of the Goods under these Conditions;
“Delivery Date” means the date on which the Goods are to be delivered as stipulated in the Buyer’s order and accepted by the Seller;
“Goods” means the Goods which the Seller is to supply in accordance with these Conditions;
“Month” means a calendar month;
“Seller” means Pure Ingenious Ltd t/a Ingenious Probiotics, a company registered in England under No. 11726508; and
“Writing” means any communication effected by email, post or any comparable means. Any reference in these Conditions to a statute or a provision of a statute shall be construed as a reference to that statute or provision as amended, re-enacted or extended at the relevant time.
2.2 Any reference in these Conditions to a “person” shall mean and include an incorporated or unincorporated body.
2.3 The headings in these Conditions are for convenience only and shall not affect their interpretation.
In these Conditions “Incoterms” means the international rules for the interpretation of trade terms of the International Chamber of Commerce 2020 or any subsequently published set of those rules as in force at the date when the Contract is made. Unless the context otherwise requires, any term or expression which is defined in or given a particular meaning by the provisions of Incoterms shall have the same meaning in these Conditions, but if there is any conflict between the provisions of Incoterms and these Conditions, the latter shall prevail.
4. Basis Of Sale
4.1 No contract for the sale of Goods to the Buyer shall arise unless and until:
4.1.1 the Seller has issued a written quotation to the Buyer which is expressed to be an offer to sell the Goods to the Buyer on the terms of these Conditions and the Buyer unconditionally accepts that offer on those terms; or
4.1.2 the Seller has at its discretion unconditionally accepted an order received by it from the Buyer, and, for this purpose, acceptance by the Seller shall be whichever is the earliest, either the:
126.96.36.199. Seller’s written acceptance of the order; or
188.8.131.52. Seller’s delivery of the Goods; or
184.108.40.206. Issue of the Seller’s invoice.
4.2 A quotation issued by the Seller shall only be capable of acceptance by the Buyer until the date which the quotation states is the last date on which it may be accepted.
4.3 An order placed by the Buyer may not be withdrawn, cancelled or altered prior to acceptance by the Seller, except as the Seller may agree in writing at any time prior to acceptance.
4.4 A quotation by the Seller, or an acceptance of order by the Seller consisting of a written acceptance of an order or of issue of an invoice, shall only be valid if in writing and from an authorised representative of the Seller.
4.5 No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in writing of the Seller and on terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Seller as a result of cancellation.
4.6 Sales literature, price lists and other documents issued or published (whether in hard copy or electronic form) by the Seller in relation to the Goods are subject to alteration without notice and do not constitute offers to sell the Goods which are capable of acceptance.
4.7 Any typographical, clerical or other accidental errors or omissions in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued or published by the Seller shall be subject to correction without any liability on the part of the Seller.
4.8 The Seller’s employees or agents are not authorised to make any representations or claims concerning the Goods unless confirmed by the Seller in writing. In entering into the Contract, the Buyer acknowledges that it does not rely on, and waives any claim for breach of or failure to fulfil, any such representations or claims which are not so confirmed.
5.1 The specifications for the Goods shall be those set out in the Seller’s sales documentation unless varied expressly in the Buyer’s order and the variations are expressly accepted by the Seller.
5.2 The Seller reserves the right to make any changes in the specifications of the Goods which are required to conform with any applicable safety or other statutory or regulatory requirements or, where changes to those specifications do not materially adversely affect the quality or performance of the Goods.
5.3 Illustrations, photographs or descriptions whether in catalogues, brochures, price lists or other documents issued by the Seller are intended as a guide only and the contents shall not be binding on the Seller.
5.4 The Goods will only be supplied in the minimum units (or multiples) stated in the Seller’s price list or, where the Goods are supplied in outer packages containing a specified number of units, then in multiples of that specified number. Orders received for quantities other than these will be adjusted to the nearest multiple accordingly.
6.1 The price of the Goods shall be the price listed by the Seller at the date of acceptance of the Buyer’s order, or such other price as may be agreed in writing by the Seller and the Buyer.
6.2 Where the Seller has quoted a price for the Goods other than in accordance with the Seller’s published price list the price quoted shall be valid for 90 days only or such other time as the Seller may specify in the quotation.
6.3 The Seller reserves the right, by giving notice to the Buyer at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller including, without limitation, any foreign exchange fluctuation, currency regulation or alteration of duties, any change in delivery dates, quantities or specifications for the Goods which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions.
6.4 The price is exclusive of:
6.4.1 the cost of obtaining or preparing any necessary export documents (including any necessary import, export or customs clearances, declarations or licences); and
6.4.2 any applicable value added tax, customs, excise, sales taxes, export, import duties or other official taxes, charges, duties or levies which are imposed or charged by any competent fiscal authority in respect of the sale, exportation or importation of the Goods into the country in which the Buyer is resident or delivery is to be effected or necessary to enable delivery of the Goods;
6.4.3 and postage, packaging, carriage, freight, handling or insurance
all of which shall be for the Buyer’s account and shall be reimbursed by it forthwith in addition to the price where necessarily paid by the Seller. Port surcharges and other incidental charges are not included in the freight rate and will be for the Buyer’s account.
7.1 Invoices are based on the quantity and condition of Goods and at weights established by the Seller when the Goods leave the factory or warehouse.
7.2 The Buyer shall pay the price of the Goods and other amounts due on the payment date stated in the Contract or if no express provision for the time of payment is contained in the Contract within 5 working days after the date of invoice notwithstanding that delivery may not have taken place and/or that the property in the Goods has not passed to the Buyer. The time of payment by the Buyer shall be of the essence of the Contract. Receipts for payment will be issued upon request.
7.3 All payments of the price shall be made to the Seller in the currency stated in the Contract at its office as indicated on the form of acceptance or invoice issued by the Seller without any deduction credit or set off whatsoever.
7.4 The Seller is not obliged to accept orders from the Buyer if it has not supplied the Seller with references satisfactory to the Seller. If at any time the Seller is not satisfied as to the creditworthiness of the Buyer it may give notice in writing to the Buyer that no further credit will be allowed to the Buyer in which event the Buyer shall be required to give security deposits in respect of Goods already shipped and no further Goods will be delivered to the Buyer other than against cash payment and notwithstanding any payment terms contained in the Contract all amounts owing to the Buyer to the Seller shall be immediately payable in cash.
7.5 If the Buyer is required under any applicable law to withhold or deduct any amount from the payments due to the Seller, the Buyer shall increase the sum it pays to the Seller by the amount necessary to leave the Seller with an amount equal to the sum it would have received if no such withholdings or deductions had been made.
8.1 Delivery of the Goods shall take place and risk in the Goods will pass in accordance with Incoterms where applicable, otherwise delivery of the Goods shall be made:
8.1.1 by the Seller tendering bills or other appropriate documents of lading, or
8.1.2 by delivering the Goods to the place specified in the Buyer’s orders, or
8.1.3 by the Buyer’s acceptance at the location to which the Goods are to be delivered by the Seller, or
8.1.4 if no place of delivery is so specified, by the Buyer collecting the Goods at the Seller’s premises at any time after the Seller has notified the Buyer that the Goods are ready for collection.
8.2 On delivery, the Seller (or its appointed carrier) shall provide the Buyer with such necessary export documents (including any necessary customs declarations or export licences) which the Buyer is unable to prepare or provide.
8.3 Goods despatched by post will be delivered when the Goods are accepted by the post office in the United Kingdom.
8.4 Unless otherwise agreed in writing by the Buyer and the Seller, shipment and insurance of all Goods ordered F.O.B. or F.C.A. will be arranged by the Seller on behalf of the Buyer and all charges shall be paid by the Buyer.
8.5 The Seller shall endeavour to comply with the shipping instructions given by the Buyer with its order for the Goods but the Seller reserves the right to make part shipments and to ship by vessels of the Seller’s choice from any port in the United Kingdom or elsewhere.
8.6 Where the Buyer is to provide a vessel for shipment the Seller shall not be responsible for any charges resulting from failure by the Buyer to give due notice of the vessel’s time of arrival.
8.7 The Delivery Date is approximate only and time for delivery shall not be of the essence unless previously agreed by the Seller in writing. The Goods may be delivered by the Seller in advance of the Delivery Date upon giving reasonable notice to the Buyer. If the Seller delivers the Goods at any time after the Delivery Date the Seller shall have no liability in respect of such late delivery.
8.8 Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated.
8.9 If the Buyer fails to take delivery of the Goods or any part of them on the Delivery Date and/or fails to provide any instructions, documents, licences, consents or authorisations required to enable the Goods to be delivered on that date, the Seller shall be entitled upon giving written notice to the Buyer to store or arrange for the storage of the Goods and then notwithstanding the provision of Condition 8.1 risk in the Goods shall pass to the Buyer, delivery shall be deemed to have taken place and the Buyer shall pay to the Seller all costs and expenses including storage and insurance charges arising from such failure.
8.10 The Seller shall not be liable for any costs incurred for whatever reason after delivery of the Goods is deemed to have taken place. Where the Goods are sold inclusive of any or all of the freight, handling, port or insurance charges, any increases in, or in the rates for, such charges arising after the date of the Contract and before the Goods are delivered or arising through deviation to a new port or airport necessarily or at the Buyer’s request or through any delay however caused shall be for the Buyer’s account subject to the absolute discretion of the Seller.
9.1 Unless otherwise expressly agreed in writing by the Buyer and the Seller, Goods sold C.I.F (Cost, Insurance and Freight) will be insured from the time the Goods leave the warehouse or place of storage at the commencement of transit, throughout the ordinary course of transit and until:
9.1.1 delivery to the Buyer’s or other final warehouse or place of storage at the destination named in the Buyer’s order;
9.1.2 delivery to any other warehouse or place of storage whether prior to delivery at the destination named in the Buyer’s order or acknowledgement or order which the Buyer may elect to use either:
220.127.116.11 for storage other than in the ordinary course of transit, or;
18.104.22.168. for allocation or distribution;
9.1.3. the expiry of 2 days after completion of discharge over side of the Goods from the overseas vessel at the final port of discharge or on the expiry of 2 days after unloading the Goods from an aircraft at the final place of discharge, whichever shall first occur.
9.2 Insurance of Goods sold C.I.F. shall be effected by the Seller on behalf of and in the name of the Buyer and shall be for the C.I.F. value of the Goods plus an agreed per cent against all marine and marine war and other marine risks or air, air war or other air risks where appropriate. All special risks involved in the carriage of the Goods shall be for the Buyer’s account. Claims are payable abroad and are to be made by the Buyer on the overseas agent of the Seller’s insurers.
9.3 All costs arising from the insurance being effected at the Buyer’s request on Goods sold other than C.I.F. shall be for the Buyer’s account.
10.1 The Buyer is under a duty whenever possible to inspect the Goods on delivery or on collection as the case may be.
10.2 Where the Goods cannot be examined the carrier’s note or such other note as appropriate shall be marked “not examined”.
10.3 The Seller shall be under no liability for any damage or shortages that would be apparent on reasonable careful inspection if the terms of this clause are not complied with and, in any event will be under no liability if a written complaint is not delivered to the Seller within 2 working days delivery detailing the alleged damage or shortage.
10.4 In all cases where defects or shortages are complained of the Seller shall be under no liability in respect thereof unless an opportunity to inspect the Goods is given to the Seller before any use is made thereof or any alteration or modification is made thereto by the Buyer.
10.5 Subject to condition 10.3 and 10.4, the Seller shall make good any shortage in the Goods and where appropriate replace any Goods damaged in transit as soon as it is reasonable to do so, but otherwise shall be under no liability whatsoever arising from such shortage or damage.
11. Risk And Property
11.1 Risk of damage to or loss of the Goods shall pass to the Buyer in accordance with the relevant provision of Incoterms or where Incoterms do not for any reason apply:
11.1.1 In the case of Goods to be delivered at the Seller’s premises, the time when the Seller notifies the Buyer that the Goods are available for collection; or
11.1.2 In the case of Goods to be delivered otherwise than at the Seller’s premises; the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, the time when the Seller has tendered delivery of the Goods.
11.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, the property in the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Goods and all other Goods agreed to be sold by the Seller to the Buyer, and all other amounts for the Buyer’s account for which payment is then due.
11.3 Until such time as the property in the Goods passes to the Buyer:
11.3.1 the Buyer shall hold the Goods as the Seller’s fiduciary agent and bailee, and shall store the Goods separately from other goods held by the Buyer, clearly identifiable as the Seller’s property, and properly stored, protected and maintained in a satisfactory condition and insured against all reasonable risks for an amount at least equal to their price;
11.3.2 the Buyer shall be entitled to use or resell to a third party the Goods and pass goods title to that third party in the ordinary course of the Buyer’s business, but shall hold the proceeds of any resale on trust for the Seller in a separate account in the joint names of the Seller and Buyer and account to the Seller for the proceeds of the Goods and shall keep all such proceeds separate from any moneys or property of the Buyer and third parties;
11.3.3 the Buyer shall hold any insurance proceeds on trust for the Seller in a separate account in the joint names of the Seller and Buyer and account to the Seller for the insurance proceeds and shall keep all such proceeds separate from any moneys of the Buyer and third parties; and
11.3.4 provided the Goods are still in existence and have not been resold, the Seller shall be entitled at any time to require the Buyer to deliver up the Goods to the Seller and, if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or any third party where the Goods are stored and repossess the Goods.
11.4 The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Seller, but if the Buyer does so all money owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.
12.1 The Seller may assign the Contract or any part of it to any person.
12.2 The Buyer shall not be entitled to assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights or obligations under the Contract or any part of it without the prior written consent of the Seller.
13. Warranties And Liability
13.1 Subject to the conditions set out below, the Seller warrants that the Goods will comply in all material respects with their specifications at the time of delivery and will be of satisfactory quality. Any failure to comply with this warranty is referred to in these Conditions as a “defect”.
13.2 The Buyer shall be responsible for arranging for proper testing and inspection of the Goods at the Seller’s premises before shipment. The Seller shall have no liability in respect of any defect in the Goods which would be apparent on that inspection if Buyer does not before shipment both carry out that inspection and make a claim in respect of that defect.
13.3 The Seller shall be under no liability in respect of the Goods arising from fair wear and tear to the Goods, or any negligence of or wilful damage by Buyer or its agents or employees, subjection to abnormal conditions, failure to follow the Seller’s instructions as to use of the Goods (whether oral or in writing), misuse or alteration or repair of the Goods without the Seller’s approval, or any other act or omission on the part of the Buyer, its employees or agents or any third party.
13.4 Subject as expressly provided in these Conditions, all warranties, conditions or other terms whether implied by statute or common law or express as to quality, condition, description, compliance with sample, or fitness for purpose, are excluded to the fullest extent permitted by law.
13.5 Subject as expressly provided in these Conditions, no Goods, whether or not containing any defect, may be rejected or returned to the Seller without the prior agreement in writing of the Seller.
13.6 Any Goods returned in respect of which the Buyer gives written notice of any defect within 5 days after their delivery to the place specified in the Buyer’s order and which the Seller is satisfied were supplied with a defect where such defect would not be apparent on inspection, shall either be replaced free of charge or, at the Seller’s sole discretion, the Seller shall instead refund or credit to the Buyer the price of the defective Goods but the Seller shall have no further liability to the Buyer.
13.7 Except as expressly provided in these Conditions, the Seller shall not be liable to the Buyer by reason of any representation, or any express or implied warranty, condition or other term, or any duty at common law or under statute, or under the express terms of the Contract, for any direct or consequential loss or damage sustained by the Buyer (including, without limitation, loss of profit or indirect or special loss), costs, expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of the Seller, its servants or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Buyer.
13.8 The Buyer shall ensure that, except to the extent that instructions as to the use or sale of the Goods are contained in the packaging or labelling of the Goods, any use or sale of the Goods by the Buyer is in compliance with all applicable statutory and other regulatory requirements and that the transport, storage and handling of the Goods by the Buyer is carried out in accordance with manufacturer’s instructions or directions given by the Seller or any competent governmental or regulatory authority, and the Buyer will indemnify the Seller against any liability loss or damage which the Seller might suffer as a result of the Buyer’s failure to comply with this condition.
14. Limitation of Liability
14.1 The following provisions set out the entire financial liability of the Seller (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of:
14.1.1 any breach of these Conditions;
14.1.2 any use made or resale by the Buyer of any of the Goods, or of any product incorporating any of the Goods; and
14.1.3 any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.
14.2 Nothing in these Conditions excludes or limits the liability of the Seller:
14.2.1 for death or personal injury caused by the Seller’s negligence; or
14.2.2 for any matter which it would be illegal for the Seller to exclude or attempt to exclude its liability; or
14.2.3 for fraud or fraudulent misrepresentation.
14.3 Subject to condition 14.1 and condition 14.2:
14.3.1 the Seller’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the Contract price; and
14.3.2 the Seller shall not be liable to the Buyer for any economic loss or damage, actual or anticipated loss of profit, interest, revenue, savings or business, damage to goodwill or otherwise, in each case whether direct, indirect or consequential, or any claims for special, indirect or consequential loss or damage whatsoever (howsoever caused) which arise out of or in connection with the Contract even if the Seller is advised in advance of the possibility of any such losses or damages.
15. Buyer’s Default
15.1 If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to:
15.1.1 cancel the order or suspend any further deliveries to the Buyer;
15.1.2 appropriate any payment made by the Buyer to such of the Goods (or the goods supplied under any other contract between the Buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer);
15.1.3 charge the Buyer interest accruing on a daily basis from the due date until actual payment of the overdue amount (both before and after any judgment) on the amount unpaid, at the rate of four per cent per annum above the Bank of England (or such other bankers as the Seller may notify) base rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest). The Buyer shall pay the interest together with the overdue amount; and
15.1.4 where the price is to be paid in a currency other than Sterling or Euros, charge to the Buyer the reduction in the amount of pounds Sterling or Euros receivable by the Seller on conversion of the proceeds by the Seller’s bankers as a result of variations in the rate of exchange between the due date and the date of actual payment.
15.2 This Condition 15.2 applies if:
15.2.1 the Buyer fails to perform or observe any of its obligations hereunder or is otherwise in breach of the Contract; or
15.2.2 the Buyer becomes subject to an administration order or makes any voluntary arrangement with its creditors (within the meaning of the Insolvency Act 1986) or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation; or
15.2.3 an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer; or
15.2.4 the Buyer ceases, or threatens to cease, to carry on business; or
15.2.5 any event analogous to those described in Clause 15.2.2 to Clause 15.2.4 occurs in relation to the Buyer in any jurisdiction in which the Buyer is incorporated, resident or carries on business; or
15.2.6 the Seller reasonably apprehends that any of the events mentioned above is about to concur in relation to the Buyer and notifies the Buyer accordingly.
15.3 If Condition 15.2 applies then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer, and if the Goods have been delivered but not paid for, the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
16. Confidentiality, Publications and Endorsements
16.1 The Buyer undertakes to the Seller that:
16.1.1 the Buyer will regard as confidential the Contract and all information obtained by the Buyer relating to the business, affairs, customers, clients, suppliers and/or products of the Seller;
16.1.2 the Buyer will not, except as provided by Conditions 16.2 and 16.3, use or disclose to any third party such information without the Seller’s prior written consent provided that this undertaking shall not apply to information which is in the public domain other than by reason of the Buyer’s default or to information as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority;
16.1.3 the Buyer will not use or authorise or permit any other person to use any name, trade mark, house mark, emblem or symbol which the Seller is licensed to use or which is owned by the Seller upon any premises, notepaper, visiting cards, advertisements or other printed matter or item in electronic form or in any other manner whatsoever unless such use shall have been previously authorised in writing by the Seller and (where appropriate) its licensor;
16.1.4 the Buyer will use all reasonable endeavours to ensure compliance with this condition by its employees, officers, servants and agents.
16.2 The Buyer may for the purpose of exercising its rights and performing its obligations under the Contract use information which is, according to this Condition 16, confidential information;
16.3 The Buyer may disclose to those of its employees, officers, servants and agents who need to know it for the purposes of exercising its rights and performing its obligations under the Contract information which is, according to this Condition 16, confidential information; and
16.4 This Condition shall survive the termination of the Contract.
17. Data Protection
18.1 All communications between the parties about the Contract shall be in writing and sent by pre-paid first-class post or by e-mail and in case of communications to:
18.1.1 the Seller, to its registered office or email address or such changed postal address or email address as shall be notified to the Buyer by the Seller; or
18.1.2 to the Buyer, to the registered office of the addressee (if it is a company) or (in any other case) to any postal or email address of the Buyer set out in any document which forms part of the Contract or such other postal or email address as shall be notified to the Seller by the Buyer.
18.2 Communications shall be deemed to have been received:
18.2.1 if sent by pre-paid first-class post, two Business Days after posting (exclusive of the day of posting); or
18.2.2. if delivered by hand, on the day it is left at the proper address; or
18.2.3 if sent by e-mail on a Business Day prior to 4.00 pm, at the time of sending and otherwise at 9.00 am on the next Business Day.
18.3 Communications addressed to the Seller shall be marked for the attention of The Director, Pure Ingenious Ltd.
19. Force Majeure
19.1 In the event that either party is prevented from or delayed in fulfilling its obligations under the Contract by reason of any supervening event, circumstance or cause beyond its reasonable control including but not limited to war, national emergency, acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental. parliamentary or local authority, pandemic flood, fire, tempest, earthquake, import or export regulations or embargoes, strike or lockout (subject to Sub-clause 19.2) or any similar or dissimilar event, circumstance or cause, the party shall not be deemed to be in breach of its obligations under the Contract. The party shall immediately give notice of this to the other party and must take all reasonable steps to resume performance of its obligations.
19.2 Sub-clause 19.1 shall not apply with respect to strikes and lockouts where such action has been induced by the party so incapacitated.
19.3 Each party shall be liable to pay to the other damages for any breach of the Contract and all expenses and costs incurred by that party in enforcing its rights under the Contract.
19.4 If and when the period of such incapacity exceeds six months then the Contract shall automatically terminate unless the parties first agree otherwise in writing.
20. Buyer’s Duty to Advise of Special Requirements
When placing the Order, the Buyer must advise the Seller in writing of any special, legal, administrative or regulatory requirements applying in the territory in which the Buyer is to import, use or sell the Goods as to composition labelling distributors or sale of the Goods and the Buyer must advise the Seller immediately of any change made in such requirements.
21. Buyer’s Duty to Comply with Import Legislation and Regulations
21.1 The Buyer shall be responsible at its own cost for complying with any legislation or regulations governing the importation of the Goods into the country of destination and for the payment of any duties thereon.
21.2 The Buyer is responsible for obtaining, at its own cost, such import licences and other consents in relation to the Goods as are required from time to time and, if required by the Seller, the Buyer shall make those licences and consents available to the Seller prior to the relevant shipment.
21.3 The Seller shall assist the Buyer to obtain such customs declarations as are necessary.
No failure or delay by the Seller in exercising any of its rights or remedies under the Contract or by law shall be deemed to be a waiver of that or any other right or remedy, and no waiver by the Seller of a breach of any provision of the Contract shall be deemed to be a waiver of any subsequent breach of the same or any other provision.
23.1 If any provision or part of a provision of the Contract is held by any court or other competent authority to be invalid, illegal or unenforceable, it shall be deemed to be deleted, and the Contract shall continue to be valid and enforceable as to its other provisions and the remainder of the affected provision.
23.2 If any provision or part-provision of the Contract is deemed deleted under Clause 23.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
24. ULISG 1980
The Uniform Laws on the International Sale of Goods laid down in the United Nations Convention on Contracts for the International Sale of Goods 1980 shall not apply to, and shall be excluded from, the Contract unless expressly otherwise agreed between the parties in writing.
25. Third Party Rights
A person who is not a party to the Contract shall have no rights to enforce any term of the Contract under the Contracts (Rights of Third Parties) Act 1999
26. No Partnership or Agency
Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party
27. Entire Agreement
27.1 Except as may be expressly set out in the Contract, these Conditions constitute the entire agreement between the parties and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
27.2 No variation to these Conditions or of the Contract shall be binding or effective unless agreed in writing and signed by the Buyer and the Seller or their authorised representatives.
28. Governing Law and Jurisdiction
28.1 The Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall in all respects be governed by and construed in accordance with the laws of England and Wales.
28.2 The parties irrevocably agree 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 the Contract or its subject matter or formation.
End of Conditions.