Terms and Conditions of Sale
BOSTON SEEDS LIMITED
TERMS AND CONDITIONS OF SALE
Effective Date: [23.03.2026]
Last Updated: [23.03.2026]
Boston Seeds Limited is registered in England and Wales
(Company No. 4226773), with our registered office at Manor Road, Kirton,
Boston, Lincolnshire, PE20 1PH. Email: info@bostonseeds.co.uk | Tel: +44
(0)1205 280069. These Terms apply to all sales of products by any means,
including via our websites, email, or telephone orders.
1.
INTERPRETATION
1.1
Definitions:
|
"Business Day" |
means a day other than a
Saturday, Sunday or public holiday in England, when banks in London
are open for business. |
|
"Conditions" |
means the
terms and conditions set out in this document. |
|
"Contract" |
means the
contract between the Supplier and the Customer for the sale and purchase of
the Goods in accordance with these Conditions. |
|
"Customer" |
means the
person or firm who purchases the Goods from the Supplier. |
|
"Delivery Location" |
has the meaning given in clause 3.2. |
|
"Force
Majeure Event" |
means any
circumstance not within a party’s reasonable control including, without
limitation, acts of God, flood, drought, earthquake or other natural
disaster; epidemic or pandemic; terrorist attack, civil war, civil commotion
or riots, war, threat of or preparation for war, armed conflict, imposition
of sanctions, embargo, or breaking off of diplomatic relations; nuclear,
chemical or biological contamination or sonic boom; any law or any action
taken by a government or public authority; collapse of buildings, fire,
explosion or accident; any labour or trade dispute, strikes, industrial
action or lock-outs; non-performance by suppliers of subcontractors; and interruption or failure of utility service. |
|
"Goods" |
means the goods (or any part of
them) set out in the Order. |
|
"Order" |
means the Customer's order for the Goods, as set out
in the Customer's written acceptance of the Supplier's quotation. |
|
"Specification" |
means any specification for the Goods
that is agreed
in writing by the Customer
and the Supplier. |
|
"Supplier" |
means Boston Seeds Limited (registered in
England and Wales with company number 4226773). |
1.2
Interpretation:
1.2.1
A person includes
a natural person, corporate or unincorporated body (whether or not having
separate legal personality).
1.2.2
A reference to a
party includes its personal representatives, successors and permitted assigns.
1.2.3
A reference to a
statute or statutory provision is a reference to it as amended or re- enacted. A reference to a statute
or statutory provision includes all subordinate legislation made under that statute or statutory provision.
1.2.4
Any words following the terms including, include, in particular, for example or
any similar expression shall
be construed as illustrative and shall not limit the sense of the words,
description, definition, phrase or term preceding those terms.
1.2.5
A reference to writing
or written includes fax and email.
2.
BASIS OF CONTRACT
2.1
These Conditions
apply to the Contract to the exclusion of any other terms that the Customer
seeks to impose or incorporate, or which are implied by law, trade custom,
practice or course of dealing.
2.2
The Order (online,
by email or by phone) constitutes an offer
by the Customer to purchase
the Goods in accordance with these Conditions. The Customer is
responsible for ensuring that the terms of the Order and any applicable
Specification are complete and accurate.
2.3
The Supplier
reserves the right to amend the Specification if required by any applicable
statutory or regulatory requirements.
2.4
The Order shall
only be deemed to be accepted when the Supplier either: (i) issues a written
acceptance of the Order; (ii) sends an acceptance email; or (ii) delivers the
Goods, at which point the Contract shall come into existence.
2.5
The Customer
waives any right it might otherwise have to rely on any term endorsed upon,
delivered with or contained in any documents of the Customer that is
inconsistent with these Conditions.
2.6
A quotation for
the Goods given by the Supplier shall not constitute an offer. A quotation
shall only be valid for acceptance by the Customer
for a period of 3 Business Days from its date of issue unless otherwise specified.
2.7
The Supplier may
change or discontinue the availability of any Goods at any time before or after
acceptance of the Order.
3.
DELIVERY
For all Customers whether consumers or
businesses:
3.1
The Supplier shall
ensure that each delivery of the Goods is accompanied by a delivery note that
shows the date of the Order, all relevant Customer and Supplier reference
numbers, and the type and quantity of the Goods (including the batch or
consignment number of the Goods, where applicable).
3.2
The Supplier shall
deliver the Goods to the location set out in the Order or such other location as the parties
may agree (Delivery Location) at any time after
the Supplier notifies the Customer that the Goods are ready.
3.3
Outside of the UK,
the Supplier reserves the right to calculate delivery charges on a Goods basis.
If this is the case, the Supplier will notify the Customer accordingly before
processing the Order. The Supplier reserves its right not to deliver to places
outside the UK and will notify the Customer accordingly.
3.4
Delivery is
completed on the completion of unloading of the Goods at the Delivery Location.
3.5
Any dates
quoted for delivery
are approximate only, and the time of delivery is not of the
essence. The Supplier shall not be liable for any delay in delivery of the
Goods that is caused by a Force Majeure Event or the Customer's failure to
provide the Supplier with adequate delivery instructions or any other instructions that are relevant
to the supply of the Goods.
3.6
If the Supplier
fails to deliver the Goods, its liability shall be limited to the costs and
expenses incurred by the Customer
in obtaining replacement goods of similar
description and quality in the cheapest market available, less the price
of the Goods. The Supplier shall have no liability for any failure to deliver
the Goods to the extent that such failure is caused by a Force Majeure Event or
the Customer's failure to provide the Supplier with adequate delivery
instructions or any other instructions that are relevant
to the supply of the Goods.
3.7
If the Customer
fails to accept delivery of the Goods within three (3) Business Days of the
Supplier notifying the Customer that the Goods are ready,
then, except where such failure
or delay is caused by a Force Majeure Event or the
Supplier's failure to comply with its obligations under the Contract:
3.7.1
delivery of the
Goods shall be deemed to have been completed at 9.00 am on the third Business
Day after the day on which the Supplier notified the Customer that the Goods
were ready; and
3.7.2
the Supplier shall
store the Goods until delivery takes place and charge the Customer for all
related costs and expenses (including insurance).
3.8
If ten (10)
Business Days after the day on which the Supplier notified the Customer that
the Goods were ready for delivery
the Customer has not accepted
actual delivery of them, the Supplier may resell or otherwise
dispose of part or all of the Goods and, after deducting reasonable storage and
selling costs, account to the Customer for any excess over the price of the Goods or charge
the Customer for any shortfall below the price of the Goods.
3.9
If the Supplier
delivers up to and including 3% more or less than the quantity of Goods ordered
the Customer may not reject them and shall pay for such Goods at the pro rata
Contract rate.
3.10
The Supplier
may deliver the Goods by batch instalments, which shall be invoiced and paid
for separately. Any delay in delivery or defect/contamination in a batch shall
not entitle the Customer to cancel any other batch instalment.
3.11
In the case of Goods with a limited
life span, the conservation instructions must be strictly observed and in the absence of
said strict observance no liability is accepted nor is any guarantee given by
the Supplier.
3.12
If Goods are
provided with a sell-by date or a best-before date, the Supplier shall not
accept any liability for these Goods if these Goods are consumed or used after
the sell-by date or the best-before date.
3.13
The Customer shall
ensure that the Goods bearing a sell-by date are not offered for sale following
the expiry of that date.
3.14
The Customer
shall indemnify the Supplier and hold the Supplier harmless
with respect to any and all claims from third parties
by virtue of costs, losses, expenses or other damage resulting from the consumption or use of the Goods if these have been incorrectly stored and/or transported by the Customer
or sold to third parties by the Customer after the expiry of the best-before date.
3.15
The Customer's attention is drawn to the fact that, with respect
to Goods with limited life span or special storage
requirements, it is necessary for the Customer to take out a legal liability or
a good liability insurance policy.
3.16
The Customer shall
implement responsible and proper stock rotation practices in respect of the Goods with the aim for Goods to be used and/or
sold on a shortest remaining shelf life basis.
For Customers who are consumers:
3.17
Customer’s
legal right to change his/her mind.
For most of our Goods bought online, over the telephone or face to face, the
Customer has a legal right to change his/her mind about their purchase within
14 days of purchase and receive a refund of what has been paid for it,
including the delivery costs. The Customer must pay the costs of returning the
Goods. The Customer cannot change
his/her mind for Goods made to your specification or personalised Goods,
bespoke mixtures, Goods which become missed inseparably with other items after
delivery, Goods which by reason of their nature cannot be returned or Goods
which deteriorate or expire rapidly.
3.18
The deadline
for the Customer to change his/her mind.
The Customer must notify the Supplier no later than 14 days after the day the
Supplier delivers the Goods. If the
Goods are split into several deliveries over different days, the period runs
from the day after the last delivery.
3.19
How to let the
Supplier know. Contact the Customer
Service Team: customerservice@bostonseeds.co.uk , 01205 280069.
3.20
How to return
the Goods. The Customer must return
the Goods to the Supplier’s premises at Boston Seeds, Manor Road, Kirton,
Boston, PE20 1PH, at the Customer’s own cost.
3.21
How and when
the Supplier refunds the Customer. The
Supplier will refund you within 14 days of receiving the Goods back from the
Customer (or receiving evidence that the Customer has sent them to the correct
return address). The Supplier will refund the Customer by the method used for
payment. The Supplier does not charge a fee for the refund.
3.22
The Supplier
does not give business Customers all the same rights as consumer Customers. For example, business Customers cannot cancel their
Orders, they have different rights where there is a problem with the Goods and
the Supplier does not compensate them in the same way for losses caused by the
Supplier or the Goods. Where a term applies just to businesses or just to
consumers, this is clearly stated. The Customer is a business customer if Goods
are purchased wholly or mainly for use in connection with the Customer’s trade,
business, craft or profession, even if the Customer is an individual.
4.
QUALITY AND COMPLAINTS
For Customers who are consumers:
4.1
Nothing in these
terms affects the Customer’s statutory rights under the Consumer Rights Act
2015 or other applicable laws. The Customer has the right to Goods that are as
described, fit for purpose, and of satisfactory quality. If Goods fail to meet
these standards, the Customer may be entitled to a replacement, repair or
refund as provided by law.
For all Customers whether consumers or
businesses:
4.2
The Supplier has
made all reasonable efforts to make the descriptions (including visuals) of all
Goods as accurate as possible. However, some Goods may differ slightly from
those featured on the Supplier’s websites.
4.3
The Supplier
warrants that on delivery, the Goods shall:
4.3.1
conform with their
description and any applicable Specification;
and
4.3.2
be free from
material defects.
4.4
Except as provided
in this clause 4, the Supplier shall have no liability to the Customer
in respect of the Goods' failure to comply with the warranty set out in clause 4.1.
4.5
The terms implied
by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent
permitted by law, excluded from the Contract.
4.6
These Conditions
shall apply to any replacement Goods supplied by the Supplier.
4.7
The Customer must
check the Goods (or have them inspected) upon delivery or as soon as possible
but within the timescales for complaints set out below. In the event that any
bag is found to be damaged on receipt, the Customer must send photographic
evidence of such damaged bag to the Supplier as soon as practicable.
4.8
During this check,
the Customer must verify in particular whether the Goods delivered comply with
the Order, including:
4.8.1
whether the right
Goods have been delivered;
4.8.2
which batches,
bags or consignments do not comply with the Specification; and
4.8.3
whether the
quantity and apparent quality of the Goods (or batches, bags or consignments
thereof) delivered comply with the Specifications agreed upon.
4.9
The Customer must
not use the Goods in its business, process or otherwise supply the Goods on to a third party
unless the Customer
has taken all steps reasonably necessary to be
satisfied that the Goods are in accordance with the Contract.
4.10
The Customer must
have proper quality control measures in place to stop any
defective/contaminated Goods supplied by the Supplier being used in or
incorporated into other goods or being sold on to a third party.
4.11
The Customer must
cooperate with the Supplier in resolving any issues or complaints, including
responding promptly to any technical questions or requests for clarification.
4.12
All warranties on
the goods shall become void and the Supplier shall not be liable to the
Customer for the proper quality of the Goods:
4.12.1
as of the moment
that the Customer has used the Goods, has mixed or otherwise processed the Goods, or has delivered the Goods on to third
parties, unless the Customer
can show that it was not able in all reasonableness to identify the defect at
an earlier stage;
4.12.2
if the defect/contamination arises because the Customer failed to follow the Supplier’s
oral or written instructions
concerning the use, transport and storage of the Goods;
4.12.3
if the
defect/contamination arises as a result of the Supplier following any
specification supplied by the Customer;
4.12.4
if the Customer
alters such Goods without the Supplier’s written consent;
4.12.5
if the
defect/contamination arises as a result of wilful damage, negligence, or
abnormal storage or working conditions of the Customer; or
4.12.6
if the Goods
differ from their description or specification as a result of changes made to
ensure they comply with applicable statutory or regulatory requirements.
4.13
Complaints
regarding the:
4.13.1
nature or quantity
of the Goods delivered (that would be apparent upon a reasonable inspection) must be communicated to the Supplier
in writing (setting
out full details
of the complaint) within two
Business Days following delivery;
4.13.2
quality of Goods
delivered (where the defect/contamination would be apparent upon a reasonable
inspection) must be communicated to the Supplier in writing (setting out full
details of the complaint) within two Business Days following delivery;
4.14
Goods where the
defect/contamination would not be apparent upon a reasonable inspection must be
communicated in writing to the Supplier by the end of the Business Day following
the date that the Customer
knew or ought
reasonably to have known of the
defect/contamination (having regard to the Customer’s overall obligations in
relation to the Goods in this clause).
4.15
Any communications
made to the Supplier in connection with clause 4.10 must describe the nature of
the complaint in detail and identify the actual Goods / batches the subject of
the complaint.
4.16
The mere fact that the Supplier
investigates a complaint
shall not automatically imply that the
Supplier acknowledges any liability in respect of such complaint.
4.17
If the complaint
concerns some of the Goods delivered, this shall not constitute a reason to
reject the entire batch, unless the batch delivered cannot be deemed in all
fairness fit for use.
4.18
In the event that
the Customer wishes to reject the Goods on the grounds above, the Customer must
give the Supplier the opportunity to make a repeat inspection of the Goods at
the location where the Goods were delivered following collection from the Supplier
and they must still be in an untouched state. If the Supplier has not made such
repeat inspection within 48 hours following the Customer’s notification the
Customer shall be entitled to store the Goods elsewhere.
4.19
If the Customer's
complaint is justified (and made in accordance with this clause), the Supplier
shall have the choice to either replace the rejected and / or
defective/contaminated Goods (including shortfall in delivery) at the
Supplier’s expense or to credit
the Customer for an amount
equal to the price paid or owed by the Customer
for the rejected and / or defective/contaminated Goods at the pro-rata Contract rate.
4.20
The Customer shall
return the rejected Goods to the Supplier or destroy them (or have them
destroyed) following the Supplier’s prior consent in writing on conditions to
be determined by the Supplier. The costs involved shall (subject to the
Supplier’s prior written approval which the Supplier shall not unreasonably
withhold) be borne by the Supplier. If a return has been agreed with the
Supplier, then the quantity of Goods to be returned to the Supplier must be
communicated to the Supplier by the Customer in advance in writing.
4.21
The Customer shall
notify the Supplier in writing if they dispute any part of any invoice within 5
Business Days after the date of such invoice. If an invoice is not disputed or
queried by the Customer within 5 Business Days after the date of such invoice,
the Customer shall be deemed to have accepted the invoice as a correct
reflection of the corresponding transaction with the Supplier.
4.22
If a notice has not been received by the Supplier
following expiry of the periods
mentioned above, the Customer shall be deemed to have approved the Goods
delivered and/or to have approved the invoice respectively and the Customer
shall be precluded
from bringing any further
claim or taking any action in connection with any defect/contamination covered
by the clauses set out above.
4.23
Any complaint submitted by the Customer in accordance with these terms
shall not entitle the Customer to suspend payment.
4.24
These terms shall
apply to any replacement Goods supplied by the
Supplier.
5.
TITLE AND RISK
5.1
The risk in the
Goods shall pass to the Customer on completion of delivery.
5.2
Title to the Goods
shall not pass to the Customer until the earlier of:
5.2.1
the Supplier
receiving payment in full (in cleared funds)
for the Goods in respect
of which payment has become
due, in which case title to the Goods shall pass at the time of payment of all
such sums; or
5.2.2
the Customer
utilising or selling those Goods in the ordinary course of its business, in
which case title to those Goods shall pass to the Customer immediately before
the time when the Goods are irrevocably incorporated into other goods or sold
to a third party.
5.3
Until title to the
Goods has passed to the Customer, the Customer
shall:
5.3.1
store the Goods (or batches thereof)
separately from all other goods held by the Customer so that they remain readily
identifiable as the Supplier's property;
5.3.2
not remove, deface
or obscure any identifying mark or packaging on or relating to the Goods;
5.3.3
maintain the Goods
in satisfactory condition and keep them insured against all risks for their
full price from the date of delivery;
5.3.4
notify the
Supplier immediately if it becomes subject to any of the events listed in clause
5.3.5
give the Supplier
such information as the Supplier may reasonably require from time to time
relating to:
5.3.5.1
the Goods; and
5.3.6
the ongoing
financial position of the Customer.
5.4
At any time before
title to the Goods passes to the Customer, the Supplier may require the
Customer to deliver up all Goods in its possession that have not been resold,
or irrevocably incorporated into other goods and if the Customer fails to do so
promptly, enter any premises of the Customer or of any third party where the
Goods are stored in order to recover them.
6.
PRICE AND PAYMENT
6.1
The price of the
Goods shall be the price set out in the Order.
6.2
The Supplier may,
by giving notice to the Customer at any time up to 10 Business Days before
delivery, increase the price of the Goods to reflect any increase in the cost
of the Goods that is due to:
6.2.1
any factor beyond
the Supplier's control (including foreign exchange fluctuations, increases in
taxes and duties, and increases in labour, materials and other manufacturing
costs);
6.2.2
any request by the
Customer to change the delivery date(s), quantities or types of Goods ordered,
or the Specification; or
6.2.3
any delay caused
by any instructions of the Customer or failure of the Customer to give the
Supplier adequate or accurate information or
instructions.
6.3
The price of the
Goods includes VAT where applicable.
6.4
For Consumers: Payment must be made in full before dispatch. The
Supplier accepts credit/debit cards, PayPal, and other methods as
specified. The Supplier may accept cash,
cheque or money order payment but the acceptance of such payment is always at
the Supplier’s sole discretion. The Supplier may use third-party payment
processors. The Customer’s payment details will be encrypted for security.
6.5
For Other
Customers: The Supplier may invoice
the Customer for the Goods on or at any time after the completion of delivery.
6.6
The Customer shall
pay each invoice submitted by the Supplier:
6.6.1
within 30 days of
the date of the invoice (unless otherwise agreed in writing); and
6.6.2
in full and in
cleared funds to a bank account nominated in writing by the Supplier; and
6.6.3
time for payment
shall be of the essence of the Contract.
6.7
If the Customer
fails to make a payment due to the Supplier under the Contract by the due date, then, without
limiting the Supplier's remedies under clause
8
(Termination), the Customer shall pay interest on the
overdue sum from the due date until payment of the overdue sum, whether before
or after judgment.
Interest under this clause 6.6 will accrue
each day at 4% a year above the Bank of England's
base rate from time to time, but at 4% a year for any period when that base
rate is below 0%.
6.8
All amounts
due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding
(other than any deduction or withholding of tax as required by law).
6.9
In no
circumstances shall the Supplier offer refunds in respect of personalised
Goods, bespoke mixtures, Goods which by reason of their nature cannot be
returned or Goods which deteriorate or expire rapidly.
7.
LIMITATION OF LIABILITY
7.1
The restrictions
on liability in this clause 7 apply to every liability arising under or in
connection with the Contract including liability in contract, tort (including
negligence), misrepresentation, restitution or
otherwise.
7.2
Nothing in the
Contract limits any liability which cannot legally be limited, including
liability for death or personal injury caused by negligence; fraud or
fraudulent misrepresentation; breach of the terms implied by section 12 of the
Sale of Goods Act 1979; or defective/contaminated products under the Consumer
Protection Act 1987.
7.3
If the Supplier is
liable to the Customer pursuant to the warranty given in clause 4 above, this
liability shall be limited at the Supplier’s option either to the replacement
of the specific Goods (or batch) of inferior quality
or to the refunding of the amount
invoiced for these specific
Goods of inferior quality at the pro-rata Contract rate. Provided that the
Supplier complies with this clause, the Supplier shall have no further
liability for a breach of the warranty in clause 4 in respect of the quality of
such Goods.
7.4
For any other
liability, subject to clause 7.2, the Supplier's total
liability to the Customer shall be limited to the price of the Goods set out in
the Order or other sums payable by the Customer pursuant to the Contract.
7.5
Subject to clause 7.2, the
following types of loss are wholly excluded: loss of profits; loss of sales or
business; loss of agreements or contracts; loss of anticipated savings; loss of
use or corruption of software, data or information; loss of or damage to
goodwill; and indirect or consequential loss.
7.6
This clause 7 shall
survive termination of the Contract.
8.
TERMINATION
8.1
Without limiting
its other rights or remedies, the Supplier may terminate this Contract with
immediate effect by giving written notice to the Customer if:
8.1.1
the Customer
commits a material
breach of any term of the Contract
and (if such a breach is remediable) fails to remedy
that breach within 10 days of that party being notified in writing to do so;
8.1.2
the Customer takes
any step or action in connection with its entering administration, provisional
liquidation or any composition or arrangement with its creditors (other than in
relation to a solvent restructuring), obtaining a moratorium, being wound up
(whether voluntarily or by order of the court, unless for the purpose of a
solvent restructuring), having a receiver appointed to any of its assets or
ceasing to carry on business or, if the step
or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
8.1.3
the Customer
suspends, threatens to suspend, ceases or threatens
to cease to carry on all
or a substantial part of its business; or
8.1.4
the Customer's
financial position deteriorates so far as to reasonably justify the opinion
that its ability to give effect to the terms of the Contract is in jeopardy.
8.2
Without limiting
its other rights or remedies, the Supplier may suspend provision of the Goods
under the Contract or any other contract between the Customer and the Supplier
if the Customer becomes subject
to any of the events listed in clause 8.1.2 to clause 8.1.4, or the Supplier
reasonably believes that the Customer is about to become subject to any of
them, or if the Customer fails to pay any amount due under this Contract on the
due date for payment.
8.3
Without limiting
its other rights or remedies, the Supplier may terminate the Contract with
immediate effect by giving written notice to the Customer if the Customer fails
to pay any amount due under the Contract on the due date for payment.
8.4
On termination of
the Contract for any reason the Customer shall immediately pay to the Supplier
all of the Supplier's outstanding unpaid invoices and interest and, in respect
of Goods supplied but for which no invoice has been submitted, the Supplier
shall submit an invoice, which shall be payable by the Customer immediately on
receipt.
8.5
Termination of the Contract, however arising, shall not affect
any of the parties' rights
and remedies that have accrued as at termination, including the right to
claim damages in respect of any breach of the Contract which existed at or
before the date of termination.
8.6
Any provision of
the Contract that expressly or by implication is intended to come into or
continue in force on or after termination of the Contract shall remain in full
force and effect.
9.
FORCE MAJEURE
9.1
Provided it has complied
with clause 9.3, if a party is prevented, hindered or delayed
in or from performing any of
its obligations under this agreement (except for the Customer’s obligation to make payment
of sums due in accordance with clause 6) by a Force
Majeure Event (Affected Party), the Affected Party shall not be
in breach of this agreement or otherwise liable for any such failure or delay
in the performance of such obligations. The time for performance of such
obligations shall be extended accordingly.
9.2
The corresponding
obligations of the other party will be suspended, and its time for performance
of such obligations extended, to the same extent as those of the Affected
Party.
9.3
The Affected Party
shall as soon as reasonably practicable after the start of the Force Majeure
Event notify the other party in writing of the Force Majeure Event, the date on
which it started, its likely
or potential duration, and the effect
of the Force Majeure Event on
its ability to perform any of its obligations under the agreement; and use all reasonable
endeavours to mitigate the effect of the Force Majeure Event on the performance
of its obligations.
9.4
If the Force
Majeure Event prevents, hinders or delays the Affected Party’s performance of
its obligations for a continuous period of more than three months, the party
not affected by the Force Majeure Event may terminate this agreement by giving
written notice to the Affected Party.
10.
ASSIGNMENT
10.1
The Supplier may
at any time assign, transfer, mortgage, charge, subcontract, delegate, declare
a trust over or deal in any other manner with all or any of its rights or
obligations under the Contract.
10.2
The Customer may
not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust
over or deal in any other manner with any or all of its rights or obligations
under the Contract without the prior written consent of the Supplier.
11.
ENTIRE AGREEMENT
11.1
This Contract
constitutes the entire agreement between the parties and supersedes and
extinguishes all previous agreements, promises, assurances, warranties,
representations and understandings between
them, whether written
or oral, relating
to its subject matter.
11.2
Each party agrees
that it shall have no remedies in respect of any statement, representation,
assurance or warranty (whether made innocently or negligently) that is not set
out in the Contract. Each party agrees that it shall have no claim for innocent
or negligent misrepresentation or negligent misstatement based on any statement
in the Contract.
12.
VARIATION
No variation of this Contract shall be effective unless
it is in writing and signed by the parties (or their authorised representatives).
13.
WAIVER
No failure or delay by a party to exercise
any right or remedy provided
under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent
or restrict the further exercise of that or any other right or remedy. No
single or partial exercise of such right or remedy shall prevent or restrict
the further exercise of that or any other right or remedy.
14.
SEVERANCE
If any provision or part-provision of the Contract is
or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but
that shall not affect the validity and enforceability of the rest of the
Contract. If any provision of the Contract is deemed deleted under this clause 14 the
parties shall negotiate in good faith to agree a replacement provision that, to
the greatest extent possible, achieves the intended commercial result of the
original provision.
15.
DATA PROTECTION
AND PRIVACY
15.1
The
Supplier processes personal data in accordance with its legal obligation under
UK data protection laws and the Supplier’s Privacy Policy. By placing an Order, the Customer consents to such
processing and warrants that all data provided is accurate and both parties
will comply with UK Data Protection laws.
16.
ABC AND MODERN
SLAVERY
16.1
The Supplier is
committed to conducting business ethically and in compliance with the Bribery
Act 2010. Both parties agree:
16.1.1
Not to offer,
give, or accept any bribe or improper payment.
16.1.2
Not to make any
payment or gift to public officials to influence business decisions.
16.1.3
To maintain
policies and procedures that prevent bribery and corruption.
16.1.4
To provide
evidence of compliance if requested.
16.2
The Supplier is
committed to preventing modern slavery, forced labour, and human trafficking in
its business and supply chains. Both parties agree to:
16.2.1
Comply with the
Modern Slavery Act 2015 and all relevant laws.
16.2.2
Ensure ethical
practices and transparency in their operations and supply chains.
16.2.3
Take steps to
prevent modern slavery and report any concerns promptly
17.
NOTICES
17.1
Any notice given
to a party under or in connection with the Contract shall be in writing and
shall be delivered by hand or by pre-paid first-class post or other next
working day delivery service at its registered office (if a company) or its
principal place of business (in any other case); or sent by fax or email.
17.2
Any notice shall
be deemed to have been received:
17.2.1
if delivered by
hand, on signature of a delivery receipt;
17.2.2
if sent by
pre-paid first-class post or other next working day delivery service, at 9.00
am on the second Business Day after posting or at the time recorded by the
delivery service; and
17.2.3
if sent by fax or
email, at the time of transmission, or, if this time falls outside business
hours in the place of receipt, when business hours resume. In this clause 15.2.2,
business hours means 9.00am to 5.00pm on a Business Day.
17.3
This clause does
not apply to the service of any proceedings or other documents in any legal
action or, where applicable, any arbitration or other method of dispute resolution.
18.
THIRD PARTY RIGHTS
Unless it expressly states otherwise, the Contract does
not give rise to any rights under the Contracts (Rights of Third Parties) Act
1999 to enforce any term of the Contract.
19.
GOVERNING LAW AND JURISDICTION
19.1
The Contract, and
any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject
matter or formation, shall be governed by and construed in accordance
with the law of England and Wales.
19.2
Each party
irrevocably agrees that the courts of England and Wales shall have exclusive
jurisdiction to settle any dispute or claim (including non-contractual disputes
or claims) arising out of or in connection with this Contract or its subject
matter or formation.
