Terms and Conditions for the Supply of Goods and Services (B2B)
1.
Application of Terms and Conditions
1.1 The Supplier shall supply and the Customer shall purchase the Goods and Services in accordance with the
quotation or accepted order which shall be subject to these Terms and Conditions; and
1.2 The Contract shall be to the exclusion of any other terms and conditions subject to which any such quotation
is accepted or purported to be accepted, or any such order is made or purported to be made, by the Customer,
unless otherwise specified by the Supplier in writing.
2.
Definitions and Interpretation
2.1 In these Terms and Conditions, unless the context otherwise requires, the following expressions have the
following meanings:
| Term | Definition |
|---|---|
| Business Day | Any day other than a Saturday, Sunday or bank holiday; |
| Commencement Date | The commencement date for the Contract as set out in the quotation or accepted order. |
| Confidential Information | In relation to either Party, information which is disclosed to that Party by the other Party pursuant to or in connection with this Agreement (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such); |
| Contract | The contract for the purchase and sale of the Goods and supply of the Services under these Terms and Conditions; |
| Contract Price | The price stated in the Contract payable for the Goods; |
| Customer | The person who accepts a quotation or offer of the Supplier for the sale of the Goods and supply of the Services, or whose order for the Goods and Services is accepted by the Supplier; |
| Delivery Date | The date on which the Goods are to be delivered as stipulated in the Customer’s order and accepted by the Supplier; |
| Goods | The goods (including any instalment of the goods or any parts for them) which the Supplier is to supply in accordance with these Terms and Conditions; |
| Month | A calendar month; means a written document detailing proposed fees and the Goods and/or Services to be supplied by the Customer by the Supplier |
| Services | The Services to be provided to the Customer as set out in the quotation or accepted order; |
| Warranty | A written guarantee to the Customer by the manufacturer for mechanical parts; the Warranty Period is the specified period of time that the Warranty is valid. |
2.2 Unless the context otherwise requires, each reference in these Terms and Conditions to:
2.2.1 “writing”, and any cognate expression, includes a reference to any communication effected by electronic or
similar means;
2.2.2 a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted
at the relevant time;
2.2.3 “these Terms and Conditions” is a reference to these Terms and Conditions and any Schedules as amended or
supplemented at the relevant time;
2.2.4 a Schedule is a schedule to these Terms and Conditions;
2.2.5 and a Clause or paragraph is a reference to a Clause of these Terms and Conditions (other than the
Schedules) or a paragraph of the relevant Schedule.
2.2.6 a “Party” or the “Parties” refer to the parties to these Terms and Conditions.
2.3 The headings used in these Terms and Conditions are for convenience only and shall have no effect upon the
interpretation of these Terms and Conditions.
2.4 Words imparting the singular number shall include the plural and vice versa.
2.5 References to any gender shall include the other gender.
3.
Basis of Sale and Service
3.1 The Supplier’s employees or agents are not authorised to make any representations concerning the Goods or
Services unless confirmed by the Supplier in writing. In entering into the Contract, the Customer acknowledges
that it does not rely on, and waives any claim for breach of, any such representations which are not so
confirmed.
3.2 No variation to these Terms and Conditions shall be binding unless agreed in writing between the authorised
representatives of the Customer and the Supplier.
3.3 Before the Supplier prepares the Quotation, the Customer shall make available all of the information the
Supplier may reasonably require.
3.4 Sales literature, price lists and other documents issued by the Supplier in relation to the Goods and
Services are subject to alteration without notice and do not constitute offers to sell the Goods which are
capable of acceptance. No contract for the sale of the Goods and Services shall be binding on the Supplier
unless the Supplier has accepted an order placed by the Customer by whichever is the earlier of:
3.4.1 the Supplier’s written acceptance;
3.4.2 delivery of the Goods;
3.4.3 provision of the Services; or
3.4.4 the Supplier’s invoice.
3.5 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 by the Supplier shall be
subject to correction without any liability on the part of the Supplier.
4.
The Goods
4.1 No order submitted by the Customer shall be deemed to be accepted by the Supplier unless and until confirmed
in writing by the Supplier’s authorised representative.
4.2 The specification for the Goods shall be that set out in the Supplier’s sales documentation unless varied
expressly in the Customer’s order (if such variation(s) is/are accepted by the Supplier). The Goods will only be
supplied in the minimum units thereof stated in the Supplier’s price list or in multiples of those units. Orders
received for quantities other than these will be adjusted accordingly.
4.3 Illustrations, photographs or descriptions whether in catalogues, brochures, price lists or other documents
issued by the Supplier are intended as a guide only and shall not be binding on the Supplier.
4.4 The Supplier reserves the right to make any changes in the specification of the Goods which are required to
conform with any applicable safety or other statutory or regulatory requirements or, where the Goods are to be
supplied to the Customer’s specification, which do not materially affect their quality or performance.
4.5 No order which has been accepted by the Supplier may be cancelled by the Customer except with the agreement
in writing of the Supplier on the terms that the Customer shall indemnify the Supplier 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 Supplier as a result of such cancellation.
5.
The Services
5.1 With effect from the Commencement Date the Supplier shall, in consideration of the price being paid in
accordance with Clauses 6 and 7 will provide the Services expressly identified in the quotation, specification
schedule or accepted order.
5.2 The Supplier will use reasonable care and skill to perform the Services identified in the quotation,
specification schedule or accepted order.
5.3 The Supplier shall use reasonable endeavours to complete its obligations under the Contract, but time will
not be of the essence in the performance of such obligations.
5.4 The Supplier shall have the right to make any change to the Services, which are necessary to comply with any
relevant law or safety requirement, and will endeavour to notify the Customer in any such event.
6.
Price
6.1 The price of the Goods and Services shall be the price listed by the Supplier and current at the date of
acceptance of the Customer’s order or such other price as may be agreed in writing by the Supplier and the
Customer.
6.2 Where the Supplier has quoted a price for the Goods other than in accordance with the Supplier’s published
price list the price quoted shall be valid for 30 days only or such lesser time as the Supplier may specify.
6.3 The Supplier reserves the right, by giving written notice to the Customer at any time before delivery or
provision, to increase the price of the Goods and/or Services to reflect any increase in the cost to the
Supplier which is due to any factor beyond the control of the Supplier (including, 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 and services which are requested by the Customer, or any delay caused by any instructions of the
Customer or failure of the Customer to give the Supplier adequate information or instructions.
6.4 Except as otherwise stated under the terms of any quotation, specification schedule or accepted order or in
any price list of the Supplier, and unless otherwise agreed in writing between the Customer and the Supplier,
all prices are exclusive of the Supplier’s charges for packaging and transport.
6.5 The price is exclusive of any applicable value added tax, excise, sales taxes or levies of a similar nature
which are imposed or charged by any competent fiscal authority in respect of the Goods and Services, which the
Customer shall be additionally liable to pay to the Supplier.
7.
Payment
7.1 The Customer shall pay the price of the Goods (less any discount or credit allowed by the Supplier, but
without any other deduction, credit or set off) strictly due on receipt of the Supplier’s invoice or otherwise
in accordance with such credit terms as may have been agreed in writing between the Customer and the Supplier in
respect of the Contract. Payment shall be made on the due date notwithstanding that delivery or provision may
not have taken place and/or that the property in the Goods has not passed to the Customer. The time for the
payment of the price shall be of the essence of the Contract. Receipts for payment will be issued only upon
request.
7.2 All payments shall be made to the Supplier as indicated on the form of acceptance or invoice issued by the
Supplier.
7.3 The Supplier is not obliged to accept orders from any customer or buyer who has not supplied the Supplier
with references satisfactory to the Supplier. If at any time the Supplier is not satisfied as to the
creditworthiness of the Customer it may give notice in writing to the Customer that no further credit will be
allowed to the Customer in which event no further goods or services will be delivered or provided to the
Customer other than against cash payment and notwithstanding sub-Clause 7.2 of these conditions, all amounts
owing by the Customer to the Supplier shall be immediately payable in cleared funds.
7.4 All payments required are to be made in accordance with these Conditions and shall be made as stated on the
relevant invoice, without any withholdings or deduction unless agreed in writing by the Supplier except such
amount (if any) of tax as that party is required to deduct or withhold by law. The Customer shall not be
entitled to assert any credit, set-off or counterclaim against the Supplier in order to justify withholding
payment of any such amount in whole or in part.
8.
Delivery and Performance
8.1 Delivery of the Goods shall be made by the Supplier delivering the Goods to the place in the United Kingdom
specified in the quotation or accepted order or by the Customer collecting the Goods at a specified location
that the parties agree in writing.
8.2 The Delivery Date is approximate only and time for delivery shall not be of the essence unless previously
agreed by the Supplier in writing. The Goods may be delivered by the Supplier in advance of the Delivery Date
upon giving reasonable notice to the Customer.
8.3 If the Customer 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 Supplier shall be entitled upon giving written notice to the Customer to store or
arrange for the storage of the Goods and then notwithstanding the provisions of sub-Clause 10.1 risk in the
Goods shall pass to the Customer, delivery shall be deemed to have taken place and the Customer shall pay to the
Supplier all costs and expenses including storage and insurance charges and re-delivery charges arising from
such failure.
8.4 With effect from the Commencement Date the Supplier shall, in consideration of the price being paid in
accordance with these Terms and Conditions and the quotation or accepted order provide the Services expressly
identified in the quotation or accepted order.
8.5 The delivery driver’s responsibility is to offload to floor level adjacent to the delivery vehicle,
equipment up to a size suitable for a tail lift, providing that suitable offloading conditions have been made
available. Any further assistance given is at the delivery driver’s discretion. Offloading of larger items is
the responsibility of the Customer.
8.6 The Supplier shall have no further liability to the Customer in respect thereof and the Customer may not
reject the Goods if delivery is not refused or notice given by the Customer as aforesaid.
8.7 The sale of Goods and/or the provision of Services shall be complete upon delivery.
8.8 Probiotic products contain live microorganisms and must be stored in a dry place between 10 – 30ºC to
maintain effectiveness.
9.
Non-Delivery of Goods and Services
9.1 If the Supplier fails to deliver the Goods or provide the Services or any of them on the Delivery Date (or
Commencement Date, as appropriate) other than for reasons outside the Supplier’s reasonable control or the
Customer’s or its carrier’s fault:
9.1.1 if the Supplier delivers the Goods and/or provides the Services the Supplier shall have no liability in
respect of such late delivery; or
9.1.2 if the Customer gives written notice to the Supplier within 1 Business Day after the Delivery Date (or
Commencement Date, as appropriate) and the Supplier fails to deliver the Goods and/or Services within 15
Business Days after receiving such notice the Customer may cancel the order and the Supplier’s liability shall
be limited to the excess (if any) of the cost to the Customer (in the cheapest available market) of similar
goods or services to those not delivered or provided over the price of the Goods or Services not delivered or
provided.
9.2 If the Supplier fails to deliver part or all of the Goods or Services on the Delivery Date for reasons
outside the Supplier’s reasonable control or through the fault of a third party, the Supplier shall have no
liability in respect of such late delivery.
10.
Cancellation of Goods and Services
10.1 Probiotic products (other than the dispenser) are strictly non-returnable and non-refundable.
10.2 Orders for mechanical Goods (equipment), Services and Parts cannot be cancelled and returned for credit
without the prior agreement and written consent of the Supplier.
10.3 Only new Goods with undamaged packaging and regarded by the Supplier as suitable for resale will be
considered for credit or refund at the Supplier’s discretion.
10.4 Credit for returned Goods and cancelled Services will be subject to a cancellation charge proportionate to
the costs and loss of earnings incurred by the Company.
11.
Risk and Retention of Title
11.1 Risk of damage to or loss of the Goods shall pass to the Customer at:
11.1.1 in the case of Goods to be delivered at the Supplier’s premises, the time when the Supplier notifies the
Customer that the Goods are available for collection;
11.1.2 in the case of Goods to be delivered otherwise than at the Supplier’s premises, the time of delivery or,
if the Customer wrongfully fails to take delivery of the Goods, the time when the Supplier has tendered delivery
of the Goods.
11.2 Legal and beneficial title of the Goods shall not pass to the Customer until the Supplier has received in
cash or cleared funds payment in full of the price of the Goods and any other goods supplied by the Supplier and
the Customer has repaid all monies owed to the Supplier, regardless of how such indebtedness arose.
11.3 Until payment has been made to the Supplier in accordance with these Conditions and title in the Goods has
passed to the Customer, the Customer shall be in possession of the Goods as bailee for the Supplier and the
Customer shall store the Goods separately and in an appropriate environment, shall ensure that they are
identifiable as being supplied by the Supplier and shall insure the Goods against all reasonable risks.
11.4 The Customer 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 Supplier, but if the Customer does so all money owing by the
Customer to the Supplier shall (without prejudice to any other right or remedy of the Supplier) forthwith become
due and payable.
11.5 The Supplier reserves the right to repossess any Goods in which the Supplier retains title without notice.
The Customer irrevocably authorises the Supplier to enter the Customer’s premises during normal business hours
for the purpose of repossessing the Goods in which the Supplier retains title and inspecting the Goods to ensure
compliance with the storage and identification requirements of sub-Clause 11.3.
11.6 The Customer’s right to possession of the Goods in which the Supplier maintains legal and beneficial title
shall terminate if:
11.6.1 the Customer commits or permits any material breach of his obligations under these Terms and Conditions;
11.6.2 the Customer enters into a voluntary arrangement under Parts I or VIII of the Insolvency Act 1986, the
Insolvent Partnerships Order 1994 (as amended), or any other scheme or arrangement is made with his creditors;
11.6.3 the Customer is or becomes the subject of a bankruptcy order or takes advantage of any other statutory
provision for the relief of insolvent debtors;
11.6.4 the Customer convenes any meeting of its creditors, enters into voluntary or compulsory liquidation, has
a receiver, manager, administrator or administrative receiver appointed in respect of its assets or undertaking
or any part thereof, any documents are filed with the court for the appointment of an administrator in respect
of the Customer, notice of intention to appoint an administrator is given by the Customer or any of its
directors or by a qualifying floating charge-holder (as defined in paragraph 14 of Schedule B1 of the Insolvency
Act 1986), a resolution is passed or petition presented to any court for the winding up of the Customer or for
the granting of an administration order in respect of the Customer, or any proceedings are commenced relating to
the insolvency or possible insolvency of the Customer.
12.
Assignment
12.1 The Supplier may assign the Contract or any part of it to any person, firm or company without the prior
consent of the Customer.
12.2 The Customer shall not be entitled to assign the Contract or any part of it without the prior written
consent of the Supplier.
13.
Defective Goods
13.1 If on delivery any of the Goods are defective in any material respect and either the Customer lawfully
refuses delivery of the defective Goods or, if they are signed for on delivery as “condition and contents
unknown” the Customer gives written notice of such defect to the Supplier within 1 Business Day of such
delivery, the Supplier shall at its option:
13.1.1 replace the defective goods; or
13.1.2 repair the defective goods; or
13.1.3 refund to the Customer the price for those Goods (or parts thereof, as appropriate) which are defective;
but the Supplier shall have no further liability to the Customer in respect thereof and the Customer may not
reject the Goods if delivery is not refused or notice given by the Customer as set out above.
13.2 No Goods may be returned to the Supplier without the prior agreement in writing of the Supplier. Subject
thereto any Goods returned which the Supplier is satisfied were supplied subject to defects of quality or
condition which would not be apparent on inspection shall either be replaced free of charge or, at the
Supplier’s sole discretion the Supplier shall refund or credit to the Customer the price of such defective Goods
but the Supplier shall have no further liability to the Customer.
13.3 The Supplier shall be under no liability in respect of any defect arising from fair wear and tear, or any
wilful damage, negligence, subjection to normal conditions, failure to follow the Supplier’s instructions
(whether given orally or in writing), misuse or alteration of the Goods without the Supplier’s prior approval,
or any other act or omission on the part of the Customer, its employees or agents or any third party.
13.4 Goods, other than defective Goods returned under sub-Clauses 13.1 or 13.2, returned by the Customer and
accepted by the Supplier may be credited to the Customer at the Supplier’s sole discretion and without any
obligation on the part of the Supplier.
13.5 Subject as expressly provided in these Terms and Conditions, and except where the Goods are sold under a
consumer sale, all warranties, conditions or other terms implied by statute or common law are excluded to the
fullest extent permitted by law.
13.6 The Customer shall be responsible for ensuring 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 Customer is in compliance with all applicable statutory requirements and that handling and sale of the Goods
by the Customer is carried out in accordance with directions given by the Supplier or any competent governmental
or regulatory authority and the Customer will indemnify the Supplier against any liability loss or damage which
the Supplier might suffer as a result of the Customer’s failure to comply with this condition.
14.
Customer’s Default
14.1 If the Customer fails to make any payment on the due date then, without prejudice to any other right or
remedy available to the Supplier, the Supplier shall be entitled to:
14.1.1 cancel the order or suspend any further deliveries or provision of Goods and Services to the Customer;
14.1.2 appropriate any payment made by the Customer to such of the Goods and/or Services (or the goods and/or
services supplied under any other contract between the Customer and the Supplier) as the Supplier may think fit
(notwithstanding any purported appropriation by the Customer); and
14.1.3 charge the Customer interest (both before and after any judgement) on the amount unpaid, at the rate of
8% per annum above the Bank of England 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).
14.2 This condition applies if:
14.2.1 the Customer fails to perform or observe any of its obligations hereunder or is otherwise in breach of
the Contract;
14.2.2 the Customer becomes subject to an administration order or enters into a voluntary arrangement under
Parts I or VIII of the Insolvency Act 1986 or the Insolvent Partnerships Order 1994 (as amended) or (being an
individual or firm) becomes bankrupt or (being a company) goes into liquidation;
14.2.3 an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the
Customer;
14.2.4 the Customer ceases, or threatens to cease, to carry on business; or
14.2.5 the Supplier reasonably apprehends that any of the events mentioned above is about to occur in relation
to the Customer and notifies the Customer accordingly.
14.3 If sub-Clause 14.2 applies then, without prejudice to any other right or remedy available to the Supplier,
the Supplier shall be entitled to cancel the Contract or suspend any further deliveries under the Contract
without any liability to the Customer, 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.
15.
Liability
15.1 The Supplier will not by reason of any representation, implied warranty, condition or other term, or any
duty at common law or under express terms of the Contract (or these Terms and Conditions), be liable for any
loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether
caused by the Supplier’s servants or agents or otherwise) which arise out of or in connection with the supply of
the Goods and Services.
15.2 All warranties, conditions and other terms implied by statute or common law (save for the conditions
implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from
the Contract.
15.3 The Customer shall indemnify the Supplier against all damages, costs, claims and expenses suffered by the
supplier, arising from loss or damage to any equipment (including that of third parties) caused by the Customer,
its agents or employees.
15.4 Where the Customer consists of two or more persons such expression throughout shall mean and include such
two or more persons and each or any of them. All obligations on the part of such a Customer shall be joint and
several obligations of such persons.
15.5 The Supplier shall not be liable to the Customer or be deemed to be in breach of these terms and conditions
by reason of any delay in performing, or any failure to perform, any of the Supplier’s obligations if the delay
or failure was due to any cause beyond the Supplier’s reasonable control.
15.6 Nothing in these Terms and Conditions excludes or limits the liability of the Supplier:
15.6.1 for death or personal injury caused by the Supplier’s negligence;
15.6.2 for any matter which it would be illegal for the Supplier to exclude or attempt to exclude its liability;
or
15.6.3 for fraud or fraudulent misrepresentation.
15.7 Subject to the remaining provisions of this Clause 15:
15.7.1 the Supplier’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
15.7.2 the Supplier shall not be liable to the Customer for any pure economic loss, loss of profit, loss of
business, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential, or any
claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the
Contract.
16.
Confidentiality
16.1 Each Party undertakes that, except as provided by sub-Clause 16.2 or as authorised in writing by the other
Party, it shall, at all times during the continuance of the Contract and for two years after its termination:
16.1.1 keep confidential all Confidential Information;
16.1.2 not disclose any Confidential Information to any other person;
16.1.3 not use any Confidential Information for any purpose other than as contemplated by and subject to these
Terms and Conditions and the Contract;
16.1.4 not make any copies of, record in any way or part with possession of any Confidential Information; and
16.1.5 ensure that none of its directors, officers, employees, agents or advisers does any act which, if done by
that Party, would be a breach of the provisions of sub-clauses 16.1.1 to 16.1.4 above.
16.2 Either Party may:
16.2.1 disclose any Confidential Information to:
16.2.1.1 any sub-contractor or supplier of that Party;
16.2.1.2 any governmental or other authority or regulatory body; or
16.2.1.3 any employee or officer of that Party or of any of the aforementioned persons, parties or bodies;
to such extent only as is necessary for the purposes contemplated by these Terms and Conditions and the
Contract, or as required by law, and in each case subject to that Party first informing the person, party or
body in question that the Confidential Information is confidential and (except where the disclosure is to any
such body as is mentioned in sub-Clause 16.2.1.2 above or any employee or officer of any such body) obtaining
and submitting to the other Party a written undertaking from the person in question, as nearly as practicable in
the terms of this Clause 16, to keep the Confidential Information confidential and to use it only for the
purposes for which the disclosure is made; and
16.2.2 use any Confidential Information for any purpose, or disclose it to any other person, to the extent only
that it is at the date of the Contract, or at any time after that date becomes, public knowledge through no
fault of that Party, provided that in doing so that Party does not disclose any part of that Confidential
Information which is not public knowledge.
16.3 The provisions of this Clause 16 shall continue in force in accordance with their terms, notwithstanding
the termination of the Contract for any reason.
17.
Intellectual Property Rights
17.1 All patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks,
trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off,
unfair competition rights, rights in designs, rights in computer software, database right, topography rights,
moral rights, rights in confidential information (including know-how and trade secrets) and any other
Intellectual Property Rights, in each case whether registered or unregistered and including all applications for
and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any
part of the world.
17.2 All Intellectual Property Rights in or arising out of, or in connection with the Goods and Services, shall
be owned by the Supplier.
17.3 The Customer acknowledges that, in respect of any third-party Intellectual Property Rights, the Customer’s
use of any such Intellectual Property Rights is conditional on the Supplier obtaining a written licence from the
relevant licensor on such terms as will entitle the Supplier to license such rights to the Customer.
18.
Communications
18.1 All notices under these Terms and Conditions and under the Contract shall be in writing and be deemed duly
given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice.
18.2 Notices shall be deemed to have been duly given:
18.2.1 when delivered, if delivered by courier or other messenger (including registered mail) during the normal
business hours of the recipient; or
18.2.2 when sent, if transmitted by e-mail and a successful transmission report or return receipt is generated;
or
18.2.3 on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid; or
18.2.4 on the tenth business day following mailing, if mailed by airmail, postage prepaid.
18.3 All notices under this Agreement shall be addressed to the most recent address or e-mail address notified
to the other Party.
19.
Force Majeure
Neither Party shall be liable for any failure or delay in performing their obligations where such failure or
delay results from any cause that is beyond the reasonable control of that Party. Such causes include, but are
not limited to: power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood,
storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the
control of the Party in question.
20.
Waiver
The Parties agree that no failure by either Party to enforce the performance of any provision in these Terms and
Conditions or under the Contract shall constitute a waiver of the right to subsequently enforce that provision
or any other provision. Such failure shall not be deemed to be a waiver of any preceding or subsequent breach
and shall not constitute a continuing waiver.
21.
Severance
The Parties agree that, in the event that one or more of the provisions of these Terms and Conditions or the
Contract are found to be unlawful, invalid or otherwise unenforceable, that / those provisions shall be deemed
severed from the remainder of these Terms and Conditions (and, by extension, the Contract). The remainder of
these and the Contract shall be valid and enforceable.
22.
Third Party Rights
A person who is not a party to the Contract shall have no rights under the Contract pursuant to the Contracts
(Rights of Third Parties) Act 1999.
23.
Data Protection
23.1 All personal data that we may use will be collected, processed, and held in accordance with the provisions
of EU Regulation 2016/679 General Data Protection Regulation (“GDPR”) and Your rights under the GDPR.
23.2 For complete details of our collection, processing, storage, and retention of personal data including, but
not limited to, the purpose(s) for which personal data is used, the legal basis or basis for using it, details
of your rights and how to exercise them, and personal data sharing (where applicable), please see Our Privacy
Notice from enquiries@pure-ingenious.com.
24.
Data Processing
Relevant Parties shall comply with all applicable data protection requirements set out in the Data Protection
Legislation.
25.
Law and Jurisdiction
25.1 These Terms and Conditions and the Contract (including any non-contractual matters and obligations arising
therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England
and Wales.
25.2 Any dispute, controversy, proceedings or claim between the Parties relating to these Terms and Conditions
or to the Contract (including any non-contractual matters and obligations arising therefrom or associated
therewith) shall fall within the jurisdiction of the courts of England and Wales.
These terms and conditions were reviewed and updated on 12.11.24
