Conditions of Sale

These Conditions of Sale apply to sales to business customers, meaning customers who are buying the goods for business or trade use. If you are not buying these goods for business or trade use you should place your order through our Amazon store which can be accessed at Amazon.co.uk.

1. DEFINITIONS AND INTERPRETATION

In these Conditions the following expressions shall have the following meanings insofar as the context shall admit:

"Anti-Slavery Laws" has the meaning given to it in clause 14.2;

"Background IPR" means IPR that belong, or are licensed, to the Seller or the Buyer prior to the date of the Order;

“Business Days” means a day other than a Saturday, Sunday or public holiday when the banks in London are open for business;

"Buyer" means the person who buys or agrees to buy the Goods from the Seller;

"Claim" has the meaning given to it in clause 16.2;

"Conditions" means the terms and conditions of sale set out in this document and any special terms and conditions agreed in writing by the Seller;

"Confidential Information" means any information that is directly or indirectly disclosed (however conveyed), by one party (the "Disclosing Party") to the other party (the "Recipient") whether before or after the date of the Order which would appear to a reasonable business person to be confidential, or is marked confidential, or is accompanied by a written or oral statement saying that it is confidential or proprietary and which relates to the business affairs of the Disclosing Party (or of other companies within that party's group), including products, product information, operations, processes, plans or intentions, developments, trade secrets, know how, design rights, market opportunities, personnel, customers and suppliers of the Disclosing Party, and all information derived from the above other than information that:

(a) was in the public domain at the time so disclosed (unless the information so disclosed was a compilation of such publicly available information in a form not previously known);

(b) passes into the public domain after it has been disclosed without the Recipient being in breach of any obligation of confidentiality;

(c) is given to the Recipient by a third party who is lawfully entitled to disclose it and has no duty to respect any right of confidence in the information;

(d) was already known (or had been independently generated) by the Recipient prior to its receipt or disclosure; or

(e) the parties agree in writing is not confidential;

“Delivery” means as defined in clause 5.4;

"Delivery Date" means the date specified by the Seller when the goods are to be delivered;

"Delivery Location" means the Seller’s premises, or any other location agreed between the Buyer and the Seller in writing;

"Disclosing Party" has the meaning given to it in the definition of Confidential Information;

"Force Majeure Event" has the meaning given to it in clause 8.1;

"Goods" means the items which the Buyer agrees to buy from the Seller;

“Guarantee” means a warranty (on the terms set out for individual Goods on the Seller’s website), that the Goods will be free from material defects in design, materials and workmanship and will operate in all material respects in accordance with any specification provided for the Guarantee Period;

"Guarantee Period" means the period of certain Goods that are under Guarantee as detailed from time to time on the Seller's website;

"IPR" means all intellectual property rights, including:

(a) patents, utility models, supplementary protection certificates, petty patents, rights in trade secrets and other confidential or undisclosed information (such as inventions (whether patentable or not) or know how), plant variety rights, registered designs, rights in copyright (including authors' and neighbouring or related rights and moral rights), database rights, design rights, semiconductor topography rights, mask work rights, trade marks and service marks;

(b) all registrations or applications to register any of the items referred to in paragraph (a); and (c) all rights in the nature of any of the items referred to in paragraphs (a) or (b) including extensions, continuations, continuations in part and divisional applications, rights in the nature of reputation, personality or image, trade names, business names, brand names, get up, logos, domain names and URLs, rights in unfair competition rights and, without prejudice to anything set out elsewhere in this definition, rights to sue for passing off, and all rights having equivalent or similar effect to, and the right to apply for any of, the rights referred to in this definition in any jurisdiction;

"Insolvency Event" shall mean in respect of either party (the "Insolvent Party") where:

(a) in respect of the Insolvent Party a winding up petition is presented or a provisional liquidator or an administrator or an administrative receiver or a receiver is appointed or a scheme of arrangement or a voluntary arrangement is proposed;

(b) the Insolvent Party is declared bankrupt or has bankruptcy proceedings initiated against them, goes into compulsory or voluntary liquidation except for a voluntary liquidation for the purposes of solvent reconstruction or amalgamation;

(c) the Insolvent Party is unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986; or

(d) the Insolvent Party becomes subject to any other similar insolvency process (whether under the laws of England or elsewhere) or those in (a) to (c) above;

"LCIA Rules" means the rules of the London Court of International Arbitration;

“Offer” has the meaning given to it in clause 2.2;

“Order” means an order placed by the Buyer which has been accepted by the Seller pursuant to clauses 2.2 and 2.3;

"Order IPR" means all intellectual property rights generated as a result of or in connection with the fulfilment of an Order (and at all times excluding Background IPR);

"Price" means the price for the Goods excluding carriage, packing, insurance and VAT;

"Recipient" has the meaning given to it in the definition of Confidential Information;

“Rejection Notice” means as defined in clause 6.3;

"Seller" means UAP Limited, a company incorporated in England and Wales with company registration number 04133155 whose registered office address is Unit 1, Block 5 Albert Close Trading Estate, Whitefield, Manchester, England,M45 8EH;

"VAT" value added tax as provided for in the Value Added Tax Act 1994.

1.1  Any reference in these Conditions to a particular piece of legislation or a provision of a particular piece of legislation shall be construed as a reference to that particular piece of legislation as amended, re-enacted or extended at the relevant time and includes any subordinate legislation for the time being in force made under it.

1.2  The headings in these Conditions are for convenience only and shall not affect their interpretation.

1.3 A reference to person shall include bodies corporate and unincorporate.

1.4 Any phrase introduced by the terms "including", "include", "in particular" or any similar expression shall be construed as illustrative and the words following those terms shall not limit the sense of the words preceding those terms.

1.5 A reference to "writing" includes email communication.

2. CONDITIONS APPLICABLE

2.1 These Conditions shall apply to all contracts for the sale of Goods by the Seller to the Buyer to the exclusion of all other terms and conditions including any terms or conditions which the Buyer may purport to apply under any purchase order, Offer, Order or similar document.

2.2 Any quotation given by the Seller shall not constitute an offer for sale or a representation that the Goods are available for sale. Quotations shall only be valid for thirty days from the day of issue, provided that the Seller has not previously withdrawn the quotation.

2.3 All requests to purchase Goods on the terms of the quotation shall be deemed to be an offer by the Buyer to purchase Goods pursuant to these Conditions (“Offer”). The Seller may accept or reject any Offer at its absolute discretion.

2.4 The Offer shall only be deemed to be accepted when the Seller issues a written acceptance of the Offer, at which point the contract shall come into existence. Following acceptance of the Offer by the Seller, the Offer, including any amendments, additions or deletions made by way of the Seller’s acceptance, shall become an Order from that point and the Buyer shall have no right to cancel the Order.

2.5 The Seller will assign an order number to each Order and that number should be quoted in all correspondence between the parties.

2.6 The Buyer waives any right it might otherwise have to rely on any term endorsed upon, delivered with, or contained in any documents of the Buyer that is inconsistent with these Conditions.

2.7 The Buyer is responsible for ensuring the accuracy of the Offer and the suitability of the Order for the Buyer’s purposes.

2.8 Any samples, drawings or advertising produced by the Seller and any illustrations contained in the Seller's catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of these Conditions nor have any contractual force.

2.9 No variation of these Conditions shall be applicable unless expressly agreed in writing by an authorised representative of the Seller. 2.10 The Seller's employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Seller in writing.

3. PRICE AND PAYMENT

3.1 The Price of the Goods shall be the price stipulated in the Seller's quotation. The Price is exclusive of VAT which shall be due at the rate applicable on the date that the Seller issues its VAT invoice.

3.2 The Seller reserves the right by giving notice to the Buyer at any time before the Delivery Date 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 (such as without limitation any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture), any change in Delivery Dates, quantities or specifications for the Goods that 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.

3.3 Payment of the Price, carriage, and any applicable packing charges (including pallets) and VAT shall be due on the 30th day following the issue of an invoice to the Buyer by the Seller. Time for payment shall be of the essence.

3.4 No payment shall be deemed to have been received until the Buyer has received cleared funds.

3.5 The Buyer reserves the right at any time at its discretion to demand security for payment before continuing with or delivering any Order (or part thereof).

3.6 Interest on overdue invoices shall accrue from the date when payment becomes due until the date of payment at a rate of 4% above Royal Bank of Scotland plc's base rate from time to time in force and shall accrue whether before or after any judgment.

3.7 If the Buyer fails to make any payment on the due date then without prejudice to any of the Seller's other rights the Seller may: (a) suspend or cancel deliveries of Goods due to the Buyer; and/or (b) appropriate any payment made by the Buyer to such of the Goods (or Goods supplied under any other contract with the Buyer) as the Seller may in its sole discretion think fit.

3.8 The cost of pallets and returnable packing will be due from the Buyer in addition to the Price but will be credited to the Buyer provided that they are returned to the Seller in good condition (which shall be determined by the Seller at its absolute discretion). The Buyer shall make any such packing materials available for collection at such times as the Seller shall reasonably request. Returns of packing materials shall be at the Seller's expense.

3.9 If the Buyer disputes any invoice or other statement of monies due, the Buyer shall immediately notify the Seller in writing. The parties shall negotiate in good faith to attempt to resolve the dispute promptly. The Seller shall provide all evidence as may be reasonably necessary to verify the disputed invoice or request for payment. If the parties have not resolved the dispute within thirty (30) days of the Buyer giving notice to the Seller, the dispute shall be resolved in accordance with clause 26. Where only part of an invoice is disputed, the undisputed amount shall be due and payable on the due date as set out in clause3.3.

4. GOODS

4.1 The quantity and description of the Goods shall be set out in the Seller's quotation, or, following acceptance of an Offer, the order form.

4.2 All sizes referred to on price lists, estimates and brochures are approximate only.

4.3 Any recommendations made or advice given by the Seller or its employees or agents in regards to Goods are suggestions only and it is the Buyer's sole responsibility to ensure that the Goods it orders are suitable for the intended use.

4.4 The Seller reserves the right to change the specification of any Goods as necessary to comply with any applicable statutory requirements provided that such changes do not materially affect the quality or performance of the Goods.

5. DELIVERY 

5.1 Any dates quoted for delivery of the Goods are approximate only and the Seller shall not be liable for any delay in delivery of the Goods howsoever caused, including any delay caused by a Force Majeure Event. Time for delivery shall not be of the essence. The Goods may be delivered by the Seller in advance of the quoted Delivery Date upon giving reasonable notice to the Buyer.

5.2 Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract, which may be invoiced separately. 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 Order as a whole as repudiated.

5.3 Where the Delivery Location is the Seller’s premises, the Buyer shall collect the Goods after the Seller has notified the Buyer that the Goods are ready for collection. Where the Delivery Location is a location to be agreed between the Buyer and the Seller in writing, the Seller shall deliver the Goods to that location once the Goods are ready for delivery.

5.4 Delivery is completed: (a) where the Delivery Location is the Seller’s premises, upon completion of loading of the Goods at the Delivery Location; or (b) where the Delivery Location is a location agreed between the Buyer and the Seller in writing, upon completion of unloading of the Goods at the Deliver Location, (“Delivery”)

5.5 If the Buyer fails to take delivery of the Goods at the Delivery Location within five (5) Business Days of the Seller notifying the Buyer the Goods are ready, or fails to give the Seller adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer's reasonable control or by reason of the Seller's fault) then without prejudice to any other right or remedy available to the Seller the Seller may:

(a) store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage; or

(b) sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the Price or charge the Buyer for any shortfall below the Price.

6. ACCEPTANCE OF GOODS

6.1 The Seller warrants that the Goods shall:

(a) match their description in all material respects; and

(b) be fit for purpose within the meaning of s14 of the Sale of Goods Act 1979.

6.2 Subject to clause 6.1 all terms, conditions and warranties (whether implied or made expressly) whether by the Seller or its servants or agents or otherwise including the terms implied by sections 13 to 15 of the Sale of Goods Act 1979, are excluded to the fullest extent permitted by law.

6.3 The Buyer may reject any Goods delivered to it that do not comply with clause 6.1 by giving written notice of rejection to the Seller (“Rejection Notice”). The Rejection Notice must be given by the Buyer within three (3) Business Days of Delivery. If the Buyer fails to give its Rejection Notice in accordance with this clause 6.3 it shall be deemed to have accepted the Goods.

6.4 Following receipt of a Rejection Notice the Seller may, at is sole discretion, replace the defective Goods, provide a credit note for the defective Goods or refund the Buyer for the Price of the defective Goods. The Seller may also require the Buyer to return the defective Goods to it. Any Goods which are returned to the Seller shall be returned as set out in clause 6.6.

6.5 If the Buyer wishes to return any Goods for any reason other than that they do not comply with the warranty in clause 6.1, it shall notify the Seller in writing within three (3) Business Days of Delivery. The Seller may, at its absolute discretion decide whether to accept or reject the Buyer’s request. If the Seller decides to accept the Buyer’s request to return any Goods, the Buyer shall return the Goods to the Seller as set out in clause 6.6

6.6 Any Goods which are returned to the Seller shall be returned:

(a) to the Seller’s address that is notified to the Buyer in writing;

(b) in their original shipping carton with carriage paid by the Buyer; and

(c) where the Goods are returned for a reason other than that set out in clause 6.3, the Seller reserves the right to apply a handling charge of 25% of the invoice Price.

6.7 Goods returned without the prior written approval of the Seller may at the Seller's absolute discretion be returned to the Buyer or stored at the Buyer's cost without prejudice to any rights or remedies the Seller may have.

6.8 If there is an alleged shortage in the quantity of the Goods the Buyer shall notify the Seller in writing of the alleged shortage within three (3) Business Days of Delivery. If the Seller does not receive such notification the Buyer shall be deemed to have accepted the Goods. If the Seller accepts the shortage in the Goods the Buyer shall nonetheless pay the full Price for such Goods and the Seller's only liability shall be at its sole discretion as soon as reasonably practicable to make good any shortages, or refund to the Buyer the Price for the difference between the quantity of Goods in the Order and the quantity of Goods which were delivered.

6.9 These Conditions apply to any repaired or replacement Goods supplied by the Seller.

7. GUARANTEE

7.1 The Seller provides a Guarantee in respect of some of the Goods. Where the Goods benefit from a Guarantee: the packaging of the Goods shall inform the Buyer of this and direct the Buyer to the Seller’s website where the Buyer can register the Goods and access specific provisions which set out the type of damage covered by the Guarantee, limitations under the Guarantee, how to make a claim under the Guarantee and the time limit for making a claim.

7.2 If the Buyer finds a material defect in the Goods following acceptance of the Goods but within the Guarantee Period then the Seller will at its sole discretion as soon as reasonably practicable replace the defective Goods or provide a credit note to the Buyer not exceeding the invoiced Price of the particular defective Goods provided that:

(a) the Goods are duly maintained in accordance with any terms of the Guarantee listed on the Seller’s website; and

(b) the defect existed in the Goods at the time of delivery of the Goods or arose from faulty materials or workmanship, was not reasonably discoverable upon inspection at the time of delivery, and did not result from any modification or alteration of the Goods by the Buyer, or failure of the Buyer to comply with any instructions provided by the Seller.

7.3 Where the Seller has the benefit of any warranty or guarantee in respect of the Goods, this warranty or guarantee shall replace the above Guarantee in so far as the defect relates to such parts or components, and the Seller will use its reasonable endeavours to extend to the Buyer the benefit of that warranty or guarantee.

8. FORCE MAJEURE

8.1 The Seller shall not be liable to the Buyer or be deemed to be in breach of these Conditions by reason of any delay in performing or any failure to perform any of the Seller's obligations set out in these Conditions if the delay or failure was due to any cause beyond the Seller's reasonable control. Without prejudice to the generality of the foregoing the following shall be regarded as causes beyond the Seller's reasonable control:

(a) act of God, explosion, flood, tempest, fire or accident, drought, earthquake or other natural disaster;

(b) epidemic or pandemic;

(c) war or threat of or preparation for war, sabotage, insurrection, civil disturbance, armed conflict, terrorist attack, or requisition;

(d) nuclear, chemical or biological contamination or sonic boom;

(e) acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental parliamentary or local authority;

(f) import or export regulations or embargoes, quota or other restriction or prohibition, or the failure to grant any necessary licence or consent;

(g) delays or supply failures by suppliers or materials shortages;

(h) strikes, lock-outs, work stoppages, slowdowns or other industrial actions or trade disputes (whether involving employees of the Seller or of a third party);

(i) difficulties or increased costs in obtaining raw materials, labour, fuel, parts or machinery affecting the supply of goods or services;

(j) power failure or breakdown in machinery; (k) accident, lack of power, or breakdown of plant or machinery; and

(l) compliance with a law

("Force Majeure Event").

8.2 Where a Force Majeure Event affects the Seller’s performance of its obligations under these Conditions the Seller shall:

(a) as soon as reasonably practicable after the start of the Force Majeure Event but no later than two (2) Business Days from its start, notify the Buyer in writing of the Force Majeure Event, the date on which it started, it's likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under these Conditions; and

(b) use reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.

9. PASSING OF TITLE AND RISK

9.1 The Goods shall be at Buyer's risk upon completion of Delivery.

9.2 Title to the Goods shall not pass from the Seller until:

(a) the Buyer has paid the Price plus carriage and packing costs and VAT in full and in cleared funds; and

(b) no other sums whatever shall be due from the Buyer to the Seller whether in connection with the Goods or otherwise.

9.3 Until title to the Goods passes to the Buyer in accordance with clause 9.2 the Buyer shall hold the Goods and each of them on a fiduciary basis as bailiee for the Seller. The Buyer shall store the Goods (at no cost to the Seller) separately from all other Goods in its possession and marked in such a way that they are clearly identified as the Seller's property, and the Buyer shall not remove, deface or obscure any identifying mark or packing relating to the Goods, and shall insure the Goods to their full replacement value.

9.4 Notwithstanding that the Goods (or any of them) remain the property of the Seller the Buyer may sell or use the Goods in the ordinary course of the Buyer's business but shall account to the Seller for the proceeds of such sale or otherwise of the Goods whether tangible or intangible including any insurance proceeds. Any such sale or dealing shall be a sale or use of the Seller's property by the Buyer on the Buyer's own behalf and the Buyer shall deal as principal when making such sales or dealings. Until title in the Goods passes from the Seller the entire proceeds of sale or otherwise of the Goods shall be held in trust for the Seller and shall not be mixed with other money or paid into any overdrawn bank account and shall be at all material times identified as the Seller's money.

9.5 The Seller shall be entitled to recover the Price (plus packing and carriage costs and VAT) notwithstanding that title in any of the Goods has not passed from the Seller.

9.6 Until such time as title in the Goods passes from the Seller, or the Buyer is in breach of clause 20, the Buyer shall upon request deliver up such of the Goods as have not ceased to be in existence or resold to the Seller. If the Buyer fails to do so the Seller may enter upon any premises (and the Buyer authorises the Seller to enter the premises to remove those Goods) owned, occupied or controlled by the Buyer where the Goods are situated and repossess the Goods. On the making of such request the rights of the Buyer under clause 9.4 shall cease.

9.7 The Buyer shall not pledge or in any way charge by way of security for any indebtedness any of the Goods, which are the property of the Seller. Without prejudice to the other rights of the Seller, if the Buyer does so all sums whatever owing by the Buyer to the Seller shall forthwith become due and payable.

9.8 The Buyer shall insure and keep insured the Goods to the full Price against all risks to the reasonable satisfaction of the Seller until the date that title in the Goods passes from the Seller, and shall whenever requested by the Seller produce a copy of the policy of insurance. Without prejudice to the other rights of the Seller, if the Buyer fails to do so all sums whatever owing by the Buyer to the Seller shall forthwith become due and payable.

9.9 In addition to any other right or lien to which the Seller may be entitled by law or pursuant to these Conditions the Seller shall be entitled to a general lien on all the Goods and the property of the Buyer in the Seller's possession whether paid for or not and a right of sale of such Goods and property at the Seller's sole discretion for any unpaid money due under this or any other contract between the parties.

9.10 The Seller shall have the right to put any Goods or property over which it has lien into a saleable state (without prior notice to the Buyer) and to sell such Goods or property by private treaty or otherwise on such terms as it shall consider appropriate. Out of the proceeds of such sale the Seller shall be entitled to retain a sum equivalent to all unpaid monies due to it from the Buyer as aforesaid together with the cost of putting the Goods or property into a saleable state and the expenses of sale and shall pay the balance to the Buyer.

10. TERMINATION

10.1 Without affecting any other right or remedy available to it, either party may terminate an Order with immediate effect by giving written notice to the other party if:

(a) the other party commits a material breach of these Conditions and (if such breach is remediable) fails to remedy that breach within a period of 30 day after being notified in writing to do so; or

(b) the other party suffers an Insolvency Event.

11. INTELLECTUAL PROPERTY RIGHTS

11.1 All background IPRs (together with all copies, modifications, enhancements or adaptions to, or derivative works or materials created, in relation to it after) will vest in or remain vested in, the Seller or the Buyer or each party's respective licensors (as the context requires).

11.2 To the extent that it is able to (subject to third party ownership of Buyer Background IPRs),the Buyer grants to and/or will procure for, the Seller, a worldwide, royalty-free, non-exclusive, transferable, and sub-licensable licence on a perpetual and irrevocable basis, to exploit, use (and allow suppliers and/or customers to use) copy, modify, adapt, and create derivative works of Buyer Background IPRs that are provided by or on behalf of Buyer, to the extent necessary to provide the Goods.

11.3 Unless the Seller and the Buyer expressly agree otherwise in writing, where Order IPR is generated, the Buyer will (where relevant by way of present assignment of future rights) assign to the Seller or will procure the assignment to the Seller, with full title guarantee, free from any third party rights, claims or other interests, all such Order IPR (including the right to take action for any damages and other remedies in respect of any infringement). The Buyer will also obtain in favour of the Seller, a waiver of all moral rights.

11.4 The Buyer shall indemnify the Seller against all costs, claims and damages incurred or threatened arising out of any alleged infringement of IPR occasioned by the use, manufacture or sale of the Goods made to the specification or special requirements of the Buyer. The Seller does not warrant and the Buyer is responsible for ensuring that its use of the Goods will not infringe any patent or other intellectual property rights of a third party.

11.5 The specification and design of the Goods (including the IPR in them) shall as between the parties be the property of the Seller. Where any designs or specifications have been supplied by the Buyer for manufacture by or to the order of the Seller then the Buyer warrants that the use of those designs or specifications for the manufacture, processing, assembly or supply of the Goods shall not infringe the rights of any third party.

12. COMPLIANCE WITH LAWS AND POLICIES

12.1 In performing its obligations under these Conditions, the Buyer shall comply with all applicable laws, statutes, regulations and codes from time to time in force.

12.2 The Seller may terminate an Order with immediate effect by giving written notice to the Buyer if the Buyer commits a breach of clause 12.1.

13. ANTI BRIBERY AND CORRUPTION

13.1 The Buyer shall, and shall procure that all its employees, staff, officers, and third party contractors, workers, agents and consultants shall:

(a) comply with all applicable laws, statutes, regulations, directives and codes relating to anti bribery and anti-corruption, including, but not limited to, the Bribery Act 2010, the Foreign Corrupt Practices Act 1977 and laws enacted in accordance with the Organisation for Economic Co-operation and Development Convention on Combating Bribery of Foreign Public Officials in International Business Transactions; and

(b) comply with the Seller's procurement policy as the Seller may update from time to time.

13.2 Breach of this Clause 13 by the Buyer shall be deemed to be a repudiatory breach of these Conditions by the Buyer.

14. ANTI-SLAVERY

14.1 Neither party will engage in any practice that amounts to:

(a) slavery or servitude (each as construed in accordance with Article 4 of the Convention for the Protection of Human Rights and Fundamental Freedoms of 4 November 1950, as amended);

(b) forced or compulsory labour (as defined by the International Labour Organisation’s Forced Labour Convention 1930 (No. 29) and Protocol);

(c) human trafficking; or

(d) arranging or facilitating the travel of another person with a view to that person being exploited.

14.2 Each party will and will procure that its officers, employees, agents, sub-contractors and any other persons who perform services for or on behalf of it in connection with an Order will:

(a) comply with all applicable laws relating to slavery, servitude, forced or compulsory labour or human trafficking ("Anti-Slavery Laws");

(b) not do or omit to do any act or thing which constitutes or may constitute an offence under any Anti-Slavery Law; (c) not knowingly employ or engage in any practices which constitute or may constitute an offence under any Anti-Slavery Law and not knowingly appoint or engage with any person who has been convicted of or prosecuted in any jurisdiction in relation to an offence or alleged offence under any Anti-Slavery Law;

(d) not commit any act or omission which causes or could cause the other party to breach, or commit an offence under, any Anti-Slavery Law; and

(e) promptly notify the other party of any breach of Clauses 14.1(a) to 14.1(d) and/or this Clause 14.2.

14.3 Each party will provide the other with such assistance and information as it reasonably requires from time to time to:

(a) perform any activity required by any government, regulatory entity or agency in any relevant jurisdiction for the purpose of compliance with any applicable Anti-Slavery laws

(b) prepare a slavery and human trafficking statement as required by section 54 of the Modern Slavery Act and to include the matters referred to in section 54(5) of that Act; and

(c) to conduct due diligence and to measure the effectiveness of the steps it is taking or wishes to ensure that modern slavery practices are not taking place in its supply chain.

14.4 Breach of this Clause 14 by the Buyer shall be deemed to be a repudiatory breach of these Conditions by the Buyer.

15. WHISTLEBLOWING

The Buyer shall ensure that it has in place (and the Buyer’s personnel are aware of the same) a procedure whereby the Buyer’s personnel shall notify the Buyer’s authorised representative for such purposes immediately of any malpractice or wrongdoing or other adverse events occurring in connection with the provision of the Goods. The Buyer shall promptly investigate any notifications and inform the Seller of any notification which would, if accurate, affect the Seller, the Goods or the operation of the Seller's business.

16. INDEMNITY

16.1 The Seller shall indemnify the Buyer against all liabilities, costs, expenses, damages and losses suffered or incurred by the Buyer arising out of or in connection with any claim made against the Buyer for actual or alleged infringement of a third party's IPR arising out of or in connection with the supply or use of the Goods.

16.2 The Seller's liability under this indemnity is conditional on the Buyer discharging the following obligations. If any third party makes a claim, or notifies an intention to make a claim, against the Buyer that may reasonably be considered likely to give rise to a liability under this indemnity ("Claim"), the Buyer shall:

(a) as soon as reasonably practicable, give written notice of the Claim to the Seller, specifying the nature of the Claim in reasonable detail;

(b) not make any admission of liability, agreement or compromise in relation to the Claim without the prior written consent of the Seller;

(c) give the Seller and its professional advisers access at reasonable times (on reasonable prior notice) to its premises and its officers, directors, employees, agents, representatives or advisers, and to any relevant assets, accounts, documents and records within the power or control of the Buyer, to enable the Seller and its professional advisers to examine them and to take copies (at the Seller's expense to assess the Claim); and

(d) be deemed to have given the Seller sole authority to avoid, dispute, compromise or defend the Claim.

16.3 Nothing in this Clause 16.3 shall restrict or limit the Buyer's general obligation at law to mitigate a loss it may suffer or incur as a result of an event that may give rise to a claim under this indemnity.

17. LIABILITIES AND REMEDIES

17.1 Where the Buyer rejects any Goods under clause 6.3 or clause 6.5 then the Buyer shall have no further rights whatever in respect of the supply to the Buyer of such Goods or the failure by the Seller to supply Goods which conform to the warranties provided at clause 6.1.

17.2 Save as set out in clause 7, where the Buyer accepts or has been deemed to have accepted any Goods then the Seller shall have no liability whatever to the Buyer in respect of those Goods.

17.3 Save as set out in clause 6.8, the Seller shall not be liable to the Buyer for late delivery or short delivery of the Goods. 17.4 Nothing in these Conditions shall limit or exclude the liability of either party for:

(a) death or personal injury resulting from negligence; or

(b) fraud or fraudulent misrepresentation; or

(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979;

(d) breach of section 2 of the Consumer Protection Act 1987; or (e) the indemnity contained in Clause 11.

17.5 Without prejudice to clause 17.4 and notwithstanding anything to the contrary contained in these Conditions, the Seller shall not in any circumstances, be under any liability (whether for breach of contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise) for any direct, indirect, or consequential loss or damage (including loss of profit and loss of business), howsoever caused or suffered by the Buyer or any liabilities to third parties incurred by the Buyer as a result of any defect in the Goods under clause 6 or anything done or omitted to be done by the Seller.

17.6 In the event of any breach of these Conditions by the Seller, the remedies of the Buyer shall be limited to damages. Under no circumstances shall the liability of the Seller for breach of these Conditions exceed the Pric


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