TERMS & CONDITIONS OF SALE;

Last updated November 21, 2025

Craftex Cleaning Systems Limited   Terms and Conditions of Sale:

1. Definitions and Interpretation

In these terms and conditions (the "Terms and Conditions") the following words shall have the following meanings:

Affiliate

means any entity that directly or indirectly Controls, is Controlled by or is under common Control with, another entity;

Applicable Law

means all applicable laws, legislation, statutory instruments, regulations and governmental guidance having binding force whether local or national;

Business Day

means a day other than a Saturday, Sunday or bank or public holiday when banks are open for non-automated business in England;

Confidential Information

means any commercial, financial or technical information, information relating to the Deliverables, plans, know-how or trade secrets which is obviously confidential in nature or has been identified as confidential including the Craftex clean zero technology;

Contract

means this agreement between You and Us for the sale and purchase, and maintenance (where applicable) of the Deliverables;

Deliverables

means the Goods or Services or both as the case may be;

Documentation

means any descriptions, instructions, manuals, literature, technical details or other related materials supplied in connection with the Deliverables;

Force Majeure

means an event or sequence of events beyond a party's reasonable control preventing or delaying it from performing its obligations under the Contract including government interference, any law or any action taken by a government or public authority (including without limitation, imposing an export or import restriction), an act of God, fire, flood, lightning, earthquake or other natural disaster, pandemic or epidemic, war, riot or civil unrest, interruption or failure of supplies of power, fuel, water, transport, equipment or telecommunications service, or material required for performance of the Contract, cyber-crime or cyber-attacks, strike, lockout or boycott or other industrial action including those involving Our or Our suppliers' workforce;

Goods

means the goods and other physical material set out in the Order and to be supplied by Us to You in accordance with the Contract;

Group Company

means in relation to a company, any member of its group;

Intellectual Property Rights

means copyright, patents, know-how, trade secrets, trade marks, trade names, design rights, rights in get-up, rights in goodwill, rights in software, rights in Confidential Information, rights to invention, rights to sue for passing off, domain names and all other intellectual property rights and similar rights and, in each case whether registered or not including any applications to protect or register such rights and including all renewals and extensions of such rights or applications whether vested, contingent or future to which the relevant party is or may be entitled, and in whichever part of the world existing;

Location

means the address or addresses for delivery of the Goods or performance of the Services as set out in the Order Confirmation;

Material

means the content, documentation, materials, data, information and/or any other items provided by You or on Your behalf from time to time in connection with the Contract;

Normal Working Hours

means 8.00am until 5.00pm on Business Days;

Order

means the document identified by Us as the Order which sets out in detail Your order for the Deliverables;

Our Personnel

means all Our employees, officers, staff, other workers, agents and consultants and any of Our sub-contractors who are appointed by Us from time to time;

Price

has the meaning given in clause 7.1;

Services

means the services set out in the Order to be supplied by Us to You in accordance with the Contract;

Specification

means the description or Documentation provided for the Deliverables set out or referred to in the Contract;

UK Mainland

means England, Scotland, Wales and Northern Ireland excluding all and any islands;

We, Us, Our, Ours, Craftex

means  Craftex Cleaning Systems Limited company registration number 08159121 whose registered office is at Greenstalls Park, Costello Hill, Ilchester, Somerset, United Kingdom, BA22 8HD

UK Data  Protections Laws

all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.

You, Your, Yours

means the person, business or organisation which has agreed to purchase the Deliverables from Us and whose details are set out in the Order.

1.       In these Terms and Conditions, unless the context otherwise requires:

1.1 a reference to the Contract includes these Terms and Conditions and the Order,

1.2 any clause or other headings in these Terms and Conditions are included for convenience only and shall have no effect on the interpretation of these Terms and Conditions;

1.3 a reference to a 'party' includes that party's personal representatives, successors and permitted assigns;

1.4 a reference to a 'company' includes any company, corporation or other body corporate, wherever and however incorporated or established;

1.5 words in the singular include the plural and vice versa;

1.6 a reference to legislation is a reference to that legislation as amended, extended, re-enacted or consolidated from time to time.

2.       Application of these Terms and Conditions

2.1 These Terms and Conditions apply to and form part of the Contract between You and Us to the exclusion of all other terms and conditions including any terms and conditions You purport to apply, through Your standard documentation or by any other means, and any terms and conditions which may otherwise be implied by trade, custom practice or course of dealing.

2.2 You acknowledge that You are relying solely upon Your own skill and judgement in determining the suitability and fitness for Your purpose (general or specific) of the Deliverables.

2.3 By placing an Order with Us you accept and agree to comply with these Terms and Conditions.

2.4 Marketing and other promotional material relating to the Deliverables are illustrative only and do not form part of the Contract. Descriptions and illustrations contained in Our catalogue, price lists and other advertising material are intended only to present a general idea of the goods and services described and none of these form part of the Contract.

2.5 Any recommendations that We give to You are intended to be recommendations only and are not exhaustive and it is Your responsibility for ensuring that any recommendations that We make and/or Services that We propose, meet Your business needs.

3.       Orders and Quotations

3.1 Each Order by You shall be an offer to purchase the Deliverables from Us subject to these Terms and Conditions.

3.2 We may accept or reject an Order at Our discretion. An Order will not have been accepted, and there will be no binding obligation to supply any Deliverables, until:

3.2.1      We have accepted the Order in writing ("Order Confirmation"); or

3.2.2      by Us delivering or performing the Deliverables ; or

3.3.3      where We have notified You that the Deliverables are ready to be delivered or performed (as the case may be).

whichever is the earlier.

3.3 You warrant that anyone signing on Your behalf has full capacity and authority to enter into the Contract.

3.4 Quotations are not intended to be legally binding contracts with You and will only be valid for 30 days from the date of the quotation unless We agree otherwise.

3.5 The quantity of the Goods will be as set out in the Order Confirmation. We may deliver an excess or deficiency of up to 10% without any liability whatsoever except that Your invoice will be adjusted accordingly so that You pay for the actual quantity of Goods that We have despatched.

3.6 The weight, volume or number of the Goods is the weight, volume or number that We determine which We and You accept as correct. We do not accept any liability for loss during transit.

4        Making changes to Your Order

You may not make any changes to Your Order after We have accepted it unless We agree in writing. Where We agree to any changes, We may amend the Price accordingly.

5        Services

5.1 If We have agreed to provide Services to You, the following additional conditions apply:

5.1.1 We will provide Services to You during Normal Working Hours, unless extended working hours have been agreed between You and Us, at the Location.

5.1.2 You agree to permit Our Personnel at all reasonable times to have access to such of Your premises as is necessary for the purpose of carrying out the Services.

5.1.3 You will use Your best endeavours to ensure the health and safety of Our Personnel who visit your premises. Where, in Our opinion, such health and safety provision is inadequate We shall be entitled to suspend or cancel the Services.

6        Your Responsibilities

6.1 You will promptly provide Us with all information, assistance, access, Materials and resources that We may reasonably require in connection with the Deliverables.

6.2 You will ensure that all information which You provide to Us is accurate, adequate and complete and We accept no liability under the Contract where You have not complied with this obligation.

6.3 You shall be responsible for determining whether the Deliverables are suitable for their contemplated use whether or not such use is made known Us.

6.4 Where We have agreed to install the Goods, it is Your responsibility to:

6.4.1 ensure that You notify Us of any regulations, rules, guidance and other requirements which apply to You and Your premises, but You shall at all times remain responsible for compliance with the same;

6.4.3 determine the location where the Goods will be installed taking into account Our instructions and health and safety matters; and

6.4 3 ensure that the premises are structurally sound for the installation of the Goods and are in a satisfactory condition and technically suitable for the purposes of the Contract.

6.5 You must ensure that You have all consents, licences, authorisations, certificates and permits (whether statutory, regulatory, contractual or otherwise and in any relevant jurisdiction) to perform Your obligations under the Contract.

6.6 Any delay and/or breach of Our obligations under the Contract caused by Your failure or delay in performing any of Your obligations under the Contract will be Your responsibility. In each case that You fail or delay in performing any of Your obligations under the Agreement the date for performance will be extended by a period which is equal to at least the period of Your delay and We will continue to invoice and You will continue to pay the charges.

6.7 You will perform any customer dependencies as reasonably requested by Us from time to time.

6.8 If You fail to perform any of the customer dependencies by the relevant date instructed by Us, We will not be held responsible for any impact that this may have on the Deliverables, the date for performance of any of Our obligations which relate to or are dependent on such performance by You will be extended by a period reasonably determined by Us to reflect the period of Your delay.

6.9 You shall promptly obtain and maintain all licences, clearances and other consents that are necessary for the supply of the Deliverables (including import licences).

6.10 You shall not rebrand or repackage any of the Goods or permit or allow any third party to do so.

6.11 You will ensure that You, and any of Your representatives, customers, employees, agents or sub-contractors, use or apply the Goods only for the purposes and in the manner expressly set out in Our instructions (if any) including but not limited to any Material Safety Data Sheets ("SDS") or labelling information.

6.12 You acknowledge that You are familiar with the Goods and have been advised by Us of the risks associated with the handling, transporting, using, storing and disposing of the Goods. You further accept that You have independent knowledge of the risks which are acknowledged and understood in Your industry and You assume all risks and responsibility for the handling and use of the Goods in combination with other substances.

6.13 You shall not resell the Goods as they are in different packaging. If you further process the Goods or incorporate them into other materials, or re-sell, exchange or transfer the Goods You shall develop Your own branded SDS and certificates of analysis consistent with all regulatory jurisdictions in which You market the Goods.

6.14 You warrant and represent to Us that You will (i) promptly provide to Us such information as We may reasonably require in order for Us to obtain and maintain compliance with Registration, Evaluation, Authorisation and Restriction of Chemicals Regulation 1907/2006 or any equivalent regime operating in any relevant jurisdiction as amended or updated from time to time ("REACH") in respect of the Goods and (ii) comply with Your obligations under REACH. We are under no obligation to include Your Use in Our REACH registration unless We agree to do so in writing. We will have the right to suspend delivery or to terminate this Contract, by giving you notice but without any liability to You, If We elect not to proceed with any REACH registration and/or authorisation in respect of the Goods or any part of them.

6.15 You agree to comply with all applicable trade sanctions, and You shall not import, export or ship, sell or supply the Goods to a jurisdiction or an individual subject to those sanctions. If We ask You to do so, You will provide us with documentation to verify the final destination of the Goods.

6.16 You undertake to comply with all relevant export laws as amended or updated from time to time and you undertake to use reasonable endeavours to secure similar undertakings from Your customers. We do not accept any liability and will not be in breach of this Contract where any sum due is not paid in order to comply with any trade sanctions.

6.17 You agree to comply with all laws, regulations, guidelines and good industry practices relating to fair business standards, including, without limitation, those dealing with workplace safety, human rights, modern slavery, conflict mineral sourcing, environmental protection, sustainable development, anti-tax evasion, bribery and corruption.

6.18 You confirm that you have read and understood Our Code of Conduct as set out on Our website and You agree to comply with that Code of Conduct or to maintain Your own code or polices which have the same or similar standards.

7        Price

7.1 The price for the Deliverables will be as set out in the Order Confirmation or, where no Price is set out, will be calculated in accordance with Our charges in force from time to time (the “Price”).

7.2 The Price is exclusive of VAT and do not include delivery charges for insurance, carriage or delivery unless we agree otherwise in writing.

7.3 We may increase the Prices at any time before we have accepted Your Order as set out in clause 3.2.1.

7.4 Notwithstanding clause 7.3, We may increase the Prices with immediate effect by written notice to You where there is an increase in the direct cost to Us of supplying the relevant Deliverables which is due to any factor including but not limited to increase in labour, materials, manufacturing, increase in tax or duties and/or increase in rates of exchange.

7.5 We reserve the right to charge You:

7.5.1 the cost and/or expense of any additional work or variations to the Deliverables made at Your request; and

7.5.2 any costs incurred by Us in respect of any failed delivery or change in delivery dates; and

7.5.3 any costs that We incur as a result of You failing to meet Your obligations under the Contract.

7.6 Where during delivery of the Deliverables, We incur any additional loss or charge as a result of circumstances not made known to Us, We shall be entitled to recover such charges from You.

7.7 Where the sale of the Goods to You would be eligible for exemption from VAT (or an equivalent tax), We will apply the exemption. It is Your responsibility for providing Us with all relevant information regarding such exemption. It such information is not provided to Us within 15 working days, We will charge you VAT (or equivalent) in addition to the Price and You will indemnify Us against any liabilities, damages, losses and/or costs arising out of or in connection with Your failure to comply with Your obligations under this clause together with any VAT (or equivalent) assessments relating to the sale of the Goods including any such things as penalties and interest for late payment.

8        Payment

8.1 We shall invoice You for the Deliverables, partially or in full, at any time following acceptance of an Order.

8.2 Unless We agree otherwise, You must pay for the Deliverables within 30 days of the date of invoice, in the currency specified on the invoice and in cleared funds.

8.3 You shall pay all invoices in in full without deduction or set-off.

8.4 Where sums due under to Us are not paid in full by the due date:

8.4.1 We may charge interest on such sums at 5% a year above the base rate of the Bank of England from time to time in force; and

8.4.2 interest shall accrue on a daily basis, and apply from the due date for payment until actual payment in full, whether before or after judgment; and

8.4.3 We shall be entitled to recover all costs and expenses that We incur in the collection of or recovery of sums due to Us and You agree to indemnify Us in respect of those costs and expenses.

8.5 If payment is late, We may:

8.5.1 require full payment in advance before delivering any undelivered Deliverables;

8.5.2 suspend delivery of any undelivered Deliverables whether ordered under this Contract or otherwise;

8.5.3 recall any Goods that are in transit but have not been received by You;

8.5.4 terminate this Contract; and/or

8.5.5 withdraw any credit.

9        Credit

9.1 Where We agree any credit with You it will be on such credit terms and payment dates as We specify. Where We have not expressly agreed credit payment terms with You, You must pay all invoices in full within 30 days of the date of the invoice.

9.2 We may set and vary credit limits from time to time and withhold all further supplies if You exceed any agreed credit limit.

9.3 If we withdraw credit under clause 9.1, all amounts due to Us under any incomplete contracts will become immediately payable and other Deliverables pending (if any) will be suspended until You have paid Us in full unless those deliveries are cancelled because the relevant contracts have been terminated under clause 20.

10     Delivery and Performance

10.1 Unless agreed otherwise in writing by Us, All Goods will be delivered Free Carrier as defined by  Incoterms® 2020  ("FCA") to the Location.

10.2 The Services shall be performed by Us at the Location on the date(s) specified in the Order Confirmation and the Services will be deemed to have been delivered by Us on completion of the performance of the Services at the Location.

10.3 We may deliver the Goods or perform the Services and invoice You in instalments. Any delay or defect in an instalment will not entitle You to cancel any other instalment.

10.4 We reserve the right to amend specifications of the Goods or to substitute any part of the Goods for goods of a similar specification at any time and without notice to You (whether to confirm with any applicable safety or other statutory specification or otherwise) provided that such substitution does not affect the quality or performance of the Goods.

10.5 Time is not of the essence in relation to the performance or delivery of the Deliverables. We will use Our reasonable endeavours to meet estimated dates for delivery and performance, but any such dates are indicative only. We will not be liable for any damage, loss or inconvenience sustained by You as a result of any delay in delivery.

10.6 We will not be liable for any delay in or failure of performance caused by:

10.6.1 Your failure to make the Location available;

10.6.2 Your failure to prepare the Location in accordance with Our instructions or as required for the delivery or performance of the Deliverables;

10.6.3 Your failure to provide Us with adequate instructions for performance or delivery or otherwise relating to the Deliverables; or

10.6.4 Any Force Majeure situation.

10.7 If Our delivery note or package labelling states that the Packages in which the Goods are delivered are returnable to Us, such Packages will be returned in accordance with Our instructions. If the Packages are not returned, We will be entitled to charge You replacement value for the Packages and We will not credit You for any Packages for which a charge has been made. "Packages" includes bulk tanker, minibulks, flexis, crates, boxes or other containers, pallets and such things. The loading or filling of transport equipment and/or Packages which You have made available to Us, will be at Your risk even if we carry this Out. We are entitled to refuse to load or fill such Packages or equipment if We believe that this would contravene any legislation or We believe this would be unsafe.

10.8 If having paid for the Deliverables, You fail to take delivery of the Deliverables or fail to give Us adequate delivery instructions, without prejudice to any other right or remedy available to Us, We may store the Deliverables until actual delivery takes places and We may charge You for the reasonable costs associated with the storage.

10.9 If within 14 Business Days following the date that We agreed with You for delivery of the Goods, You have not taken delivery of or collected them, We may resell or otherwise dispose of the Goods without any obligation or liability to You, except as provided for in clauses 10.9.1 and 10.9.2 We shall:

10.9.1 deduct all reasonable storage charges and costs of resale; and/or

10.9.2 invoice You for any shortfall of the resale price below, the Price paid by You for the Goods.

10.10 You shall be responsible for inspecting the Deliverables immediately upon delivery of the Goods or on completion of the Services and You shall notify Us in writing of all claims within 14 days of delivery or performance.

10.11 In the event of non-delivery or non-performance You shall notify Us or Our courier in writing within 24 hours of such non-delivery or performance.

11     Cancellations and Returns

11.1 Where we have dispatched and delivered the Goods in accordance with the Contract, those Goods or any part of them may not be returned to Our premises without our prior written consent.

11.2 We may cancel the Order, by notifying You, at any time before Delivery.

11.3 Where We have increased the Price under clause 7.4, You may cancel any unfulfilled Orders, or part or any unfulfilled Order, to which the Price increase applies, within 2 Business Days of Us giving You notice of the Price increase or prior to the actual Delivery of the Goods whichever occurs first.

12     Risk and Title

12.1 Risk in the Goods shall pass to You on delivery or deemed delivery under clause 10.1. Title to the Goods shall pass to You once We have received payment in full and cleared funds for all sums due to Us under this Contract or any other contract that You have with Us.

12.2  If, at any time before title to the Goods has passed to You, You inform Us, or We reasonably believe, that You have or are likely to become subject to any of the events specified in clauses 20.1.1 to 20.1.6. We may require You at Your expense to re-deliver the Goods to Us and if You fail to do so promptly, We may enter any premises where the Goods are stored and repossess them.

12.3  Until title to the Goods passes to You, You agree to hold the Goods in trust for Us and You undertake to:

12.3.1              Store the Goods at Your own cost, separately from other goods and in such a way that they can be easily identified as Ours; and

12.3.2              Not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and

12.3.3              Maintain the Goods in a satisfactory condition; and

12.3.4              Insure the Goods for their full Price against all risks and supply a certificate of insurance demonstrating this at Our request.

12.4 You may use the Goods in Your manufacturing process or sell the Goods notwithstanding that ownership of the Goods has not passed to You. In the event that You sell the Goods, You agree to hold the sale proceeds in trust for Us until title has passed to You.

13     Warranties

13.1 We will refund the contract value of the Goods or replace or repair (in our absolute discretion) any Goods, or refund the cost of the Services, or re-perform the Services, which are affected by defects provided that any defects are reported promptly to Us and within 6 months of the date of invoice. Following the expiration of the 6 month period, We will have no liability under this clause 13.1.

13.2  We shall have no other warranty whether set out in this clause 13 or otherwise:

13.2.1              if the total price due under this Contract has not been paid by You on the due date for payment; or

13.2.2              if a claim under this clause 13 is not notified in writing to Us immediately upon the defect or fault arising or where the same should have been discovered and, in any event, no later than 7 days after the same; or

13.2.3              where You proceed with any investigation or repairs without Our approval; or

13.2.4              if the Deliverables have not been maintained or serviced in accordance with Our or any relevant third party manufacturer's recommendations and guidelines and You shall keep a record of all such maintenance and servicing and copies of any third party maintenance or servicing invoices, which We shall be entitled to inspect at any time in relation to a warranty claim; or

13.2.5              for any defects or damage resulting from:

13.2.5.1          any damage caused in transit or after delivery; or

13.2.5.2          any damage caused by wilful damage or negligence of any or Your employees, agents or sub-contractors; or

13.2.5.3          where the defect was caused or exacerbated by Your improper use, handling, alterations, maintenance, storage or failure to comply with Our instructions; or

13.2.5.4          where You have not notified Us

and in any of those circumstances set out in clauses 13.2.5.1 to 13.2.5.4, We shall be entitled to reject a warranty claim.

13.3  The Deliverables or any part claimed to be defective must immediately after notification under clause 13.2.2 be returned to Us at Your expense unless it is or technically impossible to do so or there is a serious risk of damage in transit. If, after We have inspected the returned Deliverables, We accept Your warranty claim, We will refund You the reasonable costs of returning them to Us.

13.4  If the Deliverables or part claimed to be defective cannot be returned to Us under clause 13.3, We will visit the location of the defective Deliverables as soon as practicable after notification of a claim in order to inspect and test the Deliverables and will undertake or arrange to undertake any remedial work or replacement confirmed as covered by the warranties in this clause 13.

13.5  Our obligation under this clause 13 shall cease if it is shown that any alleged, defect or fault found to be present resulted from an unauthorised modification of the Deliverables, or use of the Deliverables for a purpose other than for one for which they were intended, or misuse or abuse generally.

13.6  In the case of a warranty claim not being proven to Our satisfaction or it being determined that the claim falls outside the terms of this warranty, You shall pay to Us the reasonable expenses incurred by Us or Our Personnel, in visiting the location, inspecting, investigating and reporting on the complaint and We shall be entitled to exercise a lien on the Deliverables (if it has been returned to Us under clause 13.5) until such expenses have been paid.

13.7  The warranty under this clause 13 may not be transferred or assigned by You.

13.8  Our liability shall be limited as follows:

13.8.1              We do not exclude or limit Our liability for death or personal injury due to Our negligence, for fraud or fraudulent or for any other matters that we are not permitted to limit or exclude our liability in law.

13.8.2              Except for those situations set out in clause 13.8.1, our liability is limited to the contract value of the Deliverables giving rise to the claim or £50,000 whichever is the lower sum.

13.8.3              We do not accept liability for any loss of or damage to property, loss or use or any consequential or indirect or special loss of any nature whatsoever.

13.8.4              You must notify Us of any claim in writing, giving full details of the claim within 3 months of the date that You became aware (or should reasonably have become aware) of the event. Failure to give Us such notice will constitute a bar or irrevocable waiver to any claim related to that event.

13.8.5              We shall not be liable for any cost of any servicing or service items where such work is for Your convenience, undertaken at the same time as or incidental to any warranty work, and such servicing or service items shall be invoiced to You as if they had been undertaken or supplied independently of any warranty work.

13.8.6              We shall not be liable for any consequential loss or damage to components or any part of Your equipment or machinery not covered by any warranty under this clause 13.

13.8.7              Any warranty is voidable by Us if You or anyone acting on Your behalf fails to disclose, misrepresents or misdescribes any material fact. If We void any warranty, We will void it in its entirety and all warranty cover shall cease immediately.

13.9  Our liability under this clause 13 replaces any warranty or condition implied by law.

14     Intellectual Property Rights

14.1 The Intellectual Property Rights in any materials, and/or equipment, in whatever form, existing prior to the entering into this Contract, or developed solely by one party entirely independently and unrelated to the Contract, shall be owned by the developing party.

14.2 The Intellectual Property Rights in any materials, and/or equipment, including designs, specifications or data, developed or produced by Us, or a third party on our behalf, in pursuance of a Contract will remain vested in Us (or where applicable any third party on our behalf) unless We specifically agreed otherwise in writing prior to entering into the Contract.

14.3  No right or licence to use our Intellectual Property Rights is granted to You except the right to use the Deliverables in the ordinary course of Your business.

14.4  Where We supply any Deliverables in accordance with Your specifications, instructions and/or designs, it is Your responsibility for ensuring that Your specifications do not infringe any third party's Intellectual Property Rights and You shall indemnify Us in full against all losses, liabilities and costs that We may incur in the event of any infringement of any Third Party Intellectual Property Rights. You waive, in Our favour, any moral rights referred to in this clause 14.3 and You undertake to do all things that are necessary to record and transfer of any Intellectual Property Rights to Us as may be required by Us.

14.5 You agree not to use Our name, logo, trademarks or other identification marks without Our prior written consent.

14.6 You shall not analyse, attempt to modify or reverse-engineer or otherwise seek to determine the structure or composition of the Goods without Our prior written consent.

15     Anti-bribery

Each party shall ensure that it and each of its personnel and all others associated with it in connection with the Contract do not, by any act or omission, place the other in breach of the Bribery Act 2010 and all Applicable Laws in connection with bribery or anti-corruption.

16     Data Protection

Both parties shall comply with their respective obligations under all relevant data protection laws, use all reasonable efforts to assist the other to comply with such obligations as are respectively imposed on them by the data protection laws and ensure that all fair processing notices (where applicable) have been given and/or applicable consents obtained and are sufficient in scope to enable the other party to fulfil its obligations under the Contract in accordance with  UK Data Protection Laws.

17     Indemnity and Insurance

17.1 You shall indemnify Us, and keep Us indemnified, from and against any losses, damages, liability, costs (including legal fees) and expenses incurred by Us as a result of or in connection with

17.1.1              Your breach of any of Your obligations under the Contract.

17.1.2              any of Your acts or omissions in connection with the use or application of the Deliverables.

17.1.3              any injury, disease, or death or persons or damage to the environment arising out of or in connection with (i) the loading, unloading, storage, handling, purchase, use, sale or disposal of the Goods or (ii) any failure to disseminate health and safety information.

18     Confidentiality

18.1  All Confidential Information shall remain the property of the disclosing party.

18.2 The receiving party will not divulge such information to any person other than its employees on a need to know basis and will use such information solely in performing its obligations under the Contract. This obligation shall not extend where such information:

18.2.1              was in the public domain at the time it was disclosed or later becomes public knowledge at a future date, other than as a result of the receiving party's breach of its obligations in this clause 18; or

18.2.2              was as in the receiving party's possession or was known to the receiving party without restriction at the time of its disclosure.

18.3 The obligations of either party under this clause 18 shall continue without limit in point of time but shall cease to apply to any information coming into the public domain otherwise than by breach of any party of its obligations under this Contract.

19     Force Majeure

19.1 We shall have no liability under or be deemed to be in breach of the Contract for any delays or failures in performance of the Contract which result from Force Majeure. We shall notify You of any Force Majeure event that affects Our performance of the Contract and We shall be entitled at Our option to either cancel the Contract or extend Our time for performance of our obligations by a period at last equivalent to the time during which our performance has been hindered or delayed by the Force Majeure event.

19.2 In the event of a Force Majeure event continuing for a period of more than 3 months, either party will be entitled to cancel or suspend the whole or any part of any delivery, having given not less than 14 days' notice in writing to that effect to the other party.

19.3 You will continue to pay the Price for any Goods that You receive notwithstanding the occurrence of the Force Majeure event.

20     Termination

20.1 We may terminate the Contract or any other contract which we have with You at any time by giving notice in writing to You if:

20.1.1              You commit a material breach of the Contract and such breach is not remediable;

20.1.2              You commit a material breach of the Contract which is not remedied within 14 days of receiving written notice of such breach;

20.1.3              You have failed to pay any amount due under the Contract on the due date and such amount remains unpaid within 14 days after the We have notified You that the payment is overdue;

20.1.4              any consent, licence or authorisation held You is revoked or modified such that You are no longer able to comply with Your obligations under the Contract or receive any benefit to which You are entitled;

20.1.5              You go into liquidation or become bankrupt or enter into any voluntary insolvency arrangement; or

20.1.6              You have an administrator or manager appointed.

20.2  If You become aware that any event has occurred, or circumstances exist, which may entitle Us to terminate the Contract under this clause 20 You shall immediately notify Us in writing.

20.3 Termination or expiry of the Contract shall not affect any of Our accrued rights and liabilities at any time up to the date of termination.

21     Notices

Any notice to be given by either party to this Contract shall be in writing and shall be deemed to be duly served if personally delivered or sent by prepaid recorded delivery post or airmail to the other party at their registered office or such other address as may have been advised by the parties in writing. In the case of posting, delivery will be deemed to have taken place at 9am two days after the date of posting. If any notices are given other than in accordance with this clause 21, they will be invalid.

22     Entire Agreement

22.1 The parties agree that the Contract and any documents entered into pursuant to it constitute the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.

22.2 Each party acknowledges that it has not entered into the Contract or any documents entered into pursuant to it in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in the Contract or any documents entered into pursuant to it. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in the Contract.

23     Variation

Except as set out in clause 7, no variation of the Contract will be effective unless it is in writing, refers to the Contract and these Terms and Conditions and is signed by each party.

24     Assignment and Sub-Contracting

24.1 You may not assign, subcontract or encumber any right or obligation under the Contract without Our prior written consent.

24.2 We may assign and/or sub-contract any of Our rights or obligations under the Contract by giving You prior written notice.

25     Set Off

25.1 We shall be entitled to set-off any liability which We have or any sums which We owe to You under the Contract or under any other contract which We have with You against any sums that You owe to Us.

25.2 You must pay all sums that You owe to Us without any set-off, counterclaim, deduction or withholding of any kind, except as may be required by law.

26     Severance

If any part of the Contract is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other part of the Contract will not be affected.

27     Waiver

No failure, delay or omission by Us in exercising any right, power or remedy provided by law or under the Contract shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.

28     Compliance With Law

You shall comply with Applicable Law and shall maintain such licences, authorisations and all other approvals, permits and authorities as are required from time to time to perform Your obligations under or in connection with the Contract.

29     Third Party Rights

29.1 Except as expressly provided for in clause 29.2 a person who is not a party to the Contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Contract.

29.2 Any of Our Affiliates, Group companies or assignees shall be entitled under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Contract.

30     Governing Law

The Contract and any dispute or claim arising out of, or in connection with, it, shall be governed by, and construed in accordance with, the laws of England and Wales.

31     Jurisdiction

The parties agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, the Contract except where We elect to bring proceedings in the country where You are incorporated.