Standard terms and conditions of sale

1. Interpretation

In these Conditions, the following definitions apply:

“Buyer” means the party in the Contract who has agreed to purchase the Goods from the Seller;

“Conditions” means these terms and conditions of sale and (unless the context otherwise requires) includes any special terms and conditions agreed in Writing between the Buyer and the Seller;

“Confidential Information” means any commercial, financial or technical information, information relating to the Goods, plans, know-how or trade secrets which is obviously confidential in nature or has been identified as confidential, or which is developed by either party in performing its obligations under, or otherwise pursuant to the Contract;

“Contract” means the contract between the Buyer and the Seller for the sale and purchase of the Goods in accordance with these Conditions and the Quotation;

“Data Protection Laws” means

(a) the General Data Protection Regulation, Regulation (EU) 2016/679;

(b) the Data Protection Act 2018;

(d) any laws which implement any such laws; and

(e) any laws that replace, extend, re-enact, consolidate or amend any of the foregoing;

“Goods” means the products and goods (including any instalment of the products and goods or any parts for them) which the Seller is to supply in accordance with the Contract;

“Intellectual Property Rights” all copyright, patents, know-how, trade secrets, trademarks, trade names, design rights, rights in get-up, rights in software, rights in goodwill, 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 all cases whether registered or unregistered and including all applications (or rights to apply) for and renewals or extensions of such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part in the world;

“Manufacturer” means the person or company used by the Seller to make the Goods for sale to the Buyer;

“Order” means an order for the Goods from the Seller placed by the Buyer in accordance with these Conditions;

“Price List” means the published prices for the Goods from time to time, a copy of which is available on request from the Seller;

“Quotation” means the Seller’s quote for the Goods to be provided to the Buyer;

“Representatives” means either parties’ employees, officers, advisers, or agents;

“Seller” means Milexia UK Limited a company registered in England and Wales with company registration number 02473216 and whose registered address is Sandpiper House, Aviary Court Wade Road, Basingstoke, Hampshire RG24 8GX;

“VAT” means value added tax under the Value Added Tax Act 1994; and

“Writing” includes telex, cable, facsimile, email, transmission and comparable means of communication.

In these Conditions, unless the context otherwise requires:
- a reference to the Contract includes these Conditions, the Order, and their respective schedules, appendices and annexes (if any);
- a reference to a ‘party’ means either the Buyer or the Seller and includes that party’s personal representatives, successors and permitted assigns;
- a reference to a ‘person’ includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns;
- a reference to a gender includes each other gender;
- words in the singular include the plural and vice versa;
- any words that follow ‘include’, ‘includes’, ‘including’, ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words;
- any clause, schedule or other headings in this Contract are included for convenience only and shall have no effect on the interpretation of this Contract; and
- a reference to legislation is a reference to that legislation as amended, extended, re-enacted or consolidated from time to time except to the extent that any such amendment, extension or re-enactment would increase or alter the liability of a party under this Contract.

2. Basis of the sale

The Seller shall, upon enquiry of the Buyer, provide a written Quotation for the Goods to be provided. The Quotation does not constitute an offer by the Seller. The Seller shall sell and the Buyer shall purchase the Goods in accordance with the written Quotation of the Seller.
If the Buyer wishes to accept the Quotation, the Buyer must confirm this in Writing. By doing so, the Buyer will have placed an Order. Unless stated otherwise in the Quotation, the Buyer has 30 days from the date of the Quotation to place an Order after which the Quotation may be withdrawn or be changed by the Seller without prior notice.
If the Seller wishes to accept the Order, the Seller must confirm this in Writing at which point the Contract shall come into existence and be binding on both parties. The Seller reserves the right to accept or reject an Order and any rejection or any communication accompanying a rejection shall not constitute a counter-offer capable of acceptance by the Buyer.
No variation to these Conditions shall be binding unless agreed in Writing between the authorised representatives of the Buyer and the Seller
The Seller’s employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Seller in Writing. In entering into the Contract, the Buyer acknowledges that it does not rely on any such representations which are not so confirmed in Writing.
The Buyer acknowledges that it has not entered into the Contract in reliance on, and shall have no remedies in respect of, any representations made by the Seller or the Seller’s Representatives unless such representations have been confirmed in Writing by the Seller.
Any advice or recommendation given by the Seller or its Representatives to the Buyer or its Representatives as to the storage, application or use of the Goods which is not confirmed in Writing by the Seller and is followed or acted upon is entirely at the Buyer’s own risk and accordingly the Seller shall not be liable for any such advice or recommendation which is not confirmed.
Any typographical, clerical or other error or omission in any sales literature, Quotation, Price List, acceptance of an Order, invoice or other document or information issued by the Seller shall be subject to correction within 30 days without any liability on the part of the Seller.
These Conditions apply to the Contract to the exclusion of any other terms that the Buyer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

3. Orders and Specifications

The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any Order (including any applicable specification) submitted by the Buyer and for giving the Seller any necessary information relating to the Goods within a sufficient time to enable the Seller to perform the Contract in accordance with its terms. The Buyer acknowledges that the Seller will sell and supply Goods in accordance with the Manufacturer’s latest specification.
The quantity, quality and description of, and any specification, for the Goods shall be those set out in the Seller’s Quotation. Any change to the specification requested by the Buyer must be agreed in Writing by the Seller.
If the Goods are to be manufactured or any process is to be applied to the Goods by the Seller in accordance with a specification submitted by the Buyer, the Buyer shall indemnify the Seller against all loss, damages, costs and expenses awarded against or incurred by the Seller in connection with or paid, or agreed to be paid, by the Seller in settlement of any claim for infringement of any Intellectual Property Rights of any third party which results from the Seller’s use of the Buyer’s specification.
The Seller reserves the right to make any changes to the specification of the Goods which are required to conform with any applicable statutory or EC requirements or where the Goods are to be supplied to the Seller’s or the Manufacturer’s specification, the Seller reserves the right to make any changes which do not materially affect the quality or performance of the Goods.
No Order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in Writing of the Seller and on terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Seller as a result of cancellation.

4. Price of the Goods

The price of the Goods shall be set out in the Seller’s Quotation or where no price has been quoted (or a quoted price is no longer valid), the price listed in the Price List on the date of acceptance of the Order shall apply.
Where the Goods are supplied for export from the United Kingdom, the Seller’s quoted price may specifically refer to freight costs. All prices quoted which are associated for the delivery of costs are valid for 30 days only or, if earlier, until the acceptance by the Buyer after which time, they may be altered by the Seller without giving notice to the Buyer. If freight costs are not quoted for, the relevant costs incurred by the Company in relation to the export will be payable by the Buyer on receipt of an invoice.
The Seller reserves the right by giving notice to the Buyer, at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller including but not limited to: any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour or materials or other costs of the Manufacturer.
The Seller reserves the right by giving notice to the Buyer to increase the price of the Goods if there is:
- a change in delivery dates, quantities or the specification for the Goods which is requested by the Buyer; or
- any delay caused by any instructions given by, or on behalf of, the Buyer: or
- a failure of the Buyer to give the Seller adequate information or instructions in order to allow the Seller to perform its obligations under the Contract.
Except as otherwise stated in the Quotation or in the Price List, all prices are given by the Seller are on an ex works basis and where the Seller agrees to deliver the Goods, the Buyer shall be liable to pay the Seller’s charges for transport, packaging and insurance.
The price is exclusive of any applicable VAT and/or other sales tax of any kind which the Buyer shall be additionally liable to pay to the Seller.

5. Terms of payment

Unless otherwise stated in the Quotation, the Seller shall invoice the Buyer for payment of the Goods on or at any time after delivery of the Goods.
If the Goods are to be collected by the Buyer or the Buyer wrongfully fails to take delivery of the Goods, the Seller shall be entitled to invoice the Buyer for payment at any time after the Seller has notified the Buyer that the Goods are ready for collection or (as the case may be) the Seller has attempted delivery of the Goods.
The Buyer shall pay all invoices (less any discount to which the Buyer is entitled but without any other deduction):
- in full without set-off in cleared funds by the date specified for payment on the invoice; and
- to the bank account nominated by the Seller.
Receipts for payment will be issued only upon request.
The Seller shall be entitled to recover any sums due under the invoice notwithstanding that delivery or collection may not have taken place and the title in the Goods has not passed to the Buyer.
Time of payment is of the essence. If the Buyer fails to make any payment on the due date, then without prejudice to any other right or remedy available to the Seller the Seller shall be entitled to:
- cancel the Contract or suspend any further deliveries to the Buyer;
- appropriate any payment made by the Buyer to such of the Goods (or the goods supplied under any other contract between the Buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer); and
- charge the Buyer interest (both before and after any judgment) on the amount unpaid at the rate of 4% per cent per annum above the Bank of England’s base rate (with a minimum of 7%) from time to time in force until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).

6. Delivery

The Goods shall be collected by the Buyer on the date(s) and time(s) notified to the Buyer by the Seller. The Seller shall give reasonable notice of these date(s) and time(s). The Goods shall be deemed collected by the Buyer once the Goods have been loaded on to the Buyer’s vehicle or the vehicle of any third party instructed by the Buyer to collect the Goods.
Where delivery is agreed, the Seller shall deliver the Goods to the location agreed between the Buyer and the Seller (“Delivery Location”) at any time after the Seller notifies the Buyer that the Goods are ready for delivery. The Goods shall be deemed delivered on completion of unloading at the Delivery Location.
Time is not of the essence for delivery or collection. Any dates quoted for delivery or collection of the Goods are estimates only and the Seller shall not be liable for any delay in delivery or collection of the Goods however caused.
Where delivery of the Goods is to be made by the Seller in bulk, the Seller reserves the right to deliver up to five per cent more or five per cent less than the quantity ordered without any adjustment to the price and the quantity delivered shall be deemed to be the quantity ordered.
The Seller may require the Goods to be collected or delivered in full or in instalments. Any delay in performance or defect in an instalment shall not entitle the Buyer to cancel any other instalment.
Where the Goods are to be delivered in instalments each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated.
The Seller shall not be liable for any delay or failure of delivery or collection.
If the Buyer does not collect the Goods or accept delivery of the Goods as requested by the Seller, without prejudice to any other right or remedy available to the Seller, the Seller may:
- store the Goods until actual delivery or collection and charge the Buyer for the reasonable costs (including insurance) of storage and re-delivery; and/ or
- sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses), account to the Buyer for the excess over the price under the Contract or charge the Buyer for any shortfall below the price under the Contract.

7. Risk and property

Risk in the Goods shall pass to the Buyer on collection or delivery as the case may be.
Title to the Goods shall pass to the Buyer once the Seller has received payment in full and cleared funds for the Goods.
Until such time as title in the Goods passes to the Buyer, the Buyer shall:
- hold the Goods as the Seller’s fiduciary agent and bailee;
- keep the Goods separate from those of the Buyer and third parties in the Buyer’s possession;
- take all reasonable care of the Goods and keep them in the condition they were delivered;
- insure the Goods from the date of delivery:

with a reputable insurer;
against all risk;
for an amount at least equal to the price of the Goods; and
noting the Seller’s interest on the policy;
- ensure the Goods are clearly identifiable as the Seller’s property;
- inform the Seller immediately if it becomes subject to any of the events or circumstances set out in clause 2; and
- on reasonable notice permit the Seller to inspect the Goods at the premises which they are stored and provide the Seller with information concerning the Goods as the Seller may request from time to time.

The Buyer shall be entitled to resell or use the Goods to which property has not yet passed to the Buyer in the ordinary course of its business provided that the Buyer shall hold the funds received on trust for the Buyer until such time as the invoice is paid in full.
Until such time as the title in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold), the Seller shall be entitled at any time to require the Buyer to deliver up the Goods to the Seller and if the Buyer fails to do so immediately to enter upon any premises of the Buyer or any third party where the Goods are stored and repossess the Goods.
The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Seller and if the Buyer does so all moneys owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.
If, at any time before title to the Goods has passed to the Buyer, the Buyer informs the Seller, or the Seller reasonably believes, that the Buyer has or is likely to become subject to any of the events specified in clause 2, the Seller may:
- require the Buyer at the Buyer’s expense to deliver the Goods to the Seller; and
- if the Buyer fails to do so promptly, enter any premises where the Goods are stored and repossess them.

8. Warranties and liability

Subject to the provisions of this clause 8, the Seller warrants that the Goods, at the time of delivery, shall:
- conform in all material respects to the Order and any specifications in accordance with clauses 1;
- be free from material defects in design, material and workmanship; and
- be of satisfactory quality (within the meaning of the Sales of Goods Act 1979).
The Buyer warrants that it has provided the Seller in Writing with all relevant, full and accurate information as to the Buyer’s business and needs.
The Contract between the Buyer and Seller and the delivery of the Goods shall be subject to any terms and conditions which the Manufacturer may lawfully attach to the Goods.
As the Buyer’s sole and exclusive remedy, the Seller shall, at its option, repair, replace, or refund the price of any of the Goods that do not comply with clause 1, provided that the Buyer:
- serves a written notice on Seller:

within seven days of delivery in the case of defects discoverable by a physical inspection; or
in the case of latent defects, within seven calendar days from the date on which the Buyer became aware (or should reasonably have become aware) of the defect;
- provides the Seller with sufficient information as to the nature and extent of the defects and the uses to which the Goods had been put prior to the defect arising;
- gives the Seller a reasonable opportunity to examine the defective Goods; and
- allows the Seller to arrange for the return of the defective Goods to the Seller at the Seller’s expense.

If the Buyer does not notify the Seller accordingly, the Buyer shall not be entitled to reject the Goods and the Seller shall have no liability for such defect or failure and the Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract.
The provisions of these Conditions, including the warranties set out in clause 1, shall apply to any of the Goods that are repaired or replaced with effect from the date of delivery of the repaired or replaced Goods.
The Seller shall not be liable for:
- any defect in the Goods arising from any drawing design or specification supplied by the Buyer;
- where such defect arises from wear and tear, wilful damage, negligence, abnormal working conditions or could be expected to arise in the normal course of use of the Goods;
- to the extent caused by the Buyer’s: (i) failure to follow the Seller’s instructions on installation, operation, storage or maintenance (whether oral or in Writing); (ii) misuse; or (iii) alteration or repair of the Goods without the Seller’s prior written consent;
- the Seller shall have no liability under the above warranty (or any other warranty condition or guarantee) if the total price for the Goods has not been paid by the due date for payment; and
- where the Buyer uses any of the Goods after having notified the Seller that they do not comply with clause 1.
The warranty at clause 1does not extend to parts, materials or equipment not manufactured by the Seller in respect of which the Buyer shall only be entitled to the benefit of any such warranty or guarantee as is given by the Manufacturer to the Seller.
Subject as expressly provided in these Conditions and except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
Subject to clause 11 , the Buyer shall not be liable for any of the following (whether direct or indirect):
- loss of profit;
- loss of data;
- loss of use;
- loss of production;
- loss of contract;
- loss of opportunity;
- loss of savings, discount or rebate (whether actual or anticipated); or
- harm to reputation or loss of goodwill.
Notwithstanding any other provision of the Contract, the liability of the Seller shall not be limited in any way in respect of the following: (i) death or personal injury caused by negligence; (ii) fraud or fraudulent misrepresentation; and (iii) any other losses which cannot be excluded or limited by law.
The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing or any failure to perform any of the Seller’s obligations in relation to the Goods if the delay or failure was due to any cause beyond the Seller’s reasonable control. Without prejudice to the generality of the foregoing the following shall be regarded as causes beyond the Seller’s reasonable control:
- explosion, flood, tempest fire, accident, extreme weather conditions earthquakes, natural disasters and epidemics; or
- war or threat of war (declared or undeclared), sabotage, insurrection, civil disturbance or requisition; or
- acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority; or
- import or export regulations or embargoes licensing controls or production or distribution restrictions; or
- strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Seller or of a third party); or
- difficulties in obtaining materials, labour, fuel, parts or machinery; or
- power failure or breakdown in machinery.

9. Indemnity

If an Intellectual Property Rights claim is made or is reasonably likely to be made, the Seller may at its discretion:
- procure for the Buyer the right to continue using and possession the relevant Goods; or
- modify or replace the infringing part of the Goods to avoid the infringement or alleged infringement, provided that the Goods remain in material conformance to the specification.
The Buyer shall indemnify the Seller from and against all losses, damages, liability, costs (including reasonable legal fees) and expenses which the Seller may suffer or incur directly or indirectly from the Buyers’ breach of any of its obligations under the Contract.

10. Confidentiality and Intellectual Property

The parties acknowledge that during the Contract they may learn from one another Confidential Information and both parties undertake that it shall not at any time disclose to any person any Confidential Information of the other party or use the Confidential Information for any reason other than for the purpose it was disclosed for.
The provisions of clause 1 shall not apply to:
- any information which was in the public domain at the date of the Contract;
- any information which comes into the public domain subsequently other than as a consequence of any breach of the Contract or these Conditions;
- any information which is independently developed by the Buyer or Seller without using the Confidential Information of the other party; or
- any disclosure required by law or a regulatory authority or otherwise by the provisions of the Contract.
The parties expressly agree that the identities of any individual or entity or any third parties (including, without limitation, suppliers, clients, manufacturers and consultants) made available in the Confidential Information shall not be used without the prior written consent of the other party:
- to directly or indirectly or through its Representatives, solicit, negotiate, contact or enter into any business transactions, agreements or undertakings with any of the third parties identified in the Confidential Information; or
- seek to by-pass, compete, avoid or circumvent the other party from any business opportunity relating to the Contract by using the Confidential Information or by otherwise exploiting or deriving any benefit from the Confidential Information.
If a party is in breach of clause 10, the party in breach shall indemnify the other party for any financial gain it has made in connection of its breach.
At the request of a party, the other party must:
- return or procure the return to the other party or, as the other party may require, destroy or procure the destruction of any and all materials containing the Confidential Information together with all copies;
- the other party must delete or procure the deletion of all electronic copies of Confidential Information; and
- the other party must make, and procure that all Representatives shall make, no further use of the Confidential Information.
The obligations in clause 5 shall not apply to the extent that Confidential Information may need to be reasonably held by the other party. Any retention of Confidential Information shall be agreed with the other party.
This clause 10 shall remain in force after the termination of this Contract.
Any Intellectual Property Rights in the Seller’s or any third-party provider’s designs, data sheets, packaging, literature or any other property or materials shall remain the property of the Seller and/ or the third-party provider and no licence in respect of these is granted.
The Buyer agrees not to make copies, reproduce, extract, commercially exploit or make available to third parties any of the property or materials provided by the Seller in providing the Goods to the Buyer.

11. Termination

The Seller may terminate the Contract (and any other contract in force between the Buyer and the Seller) at any time without giving notice to the Buyer if:
- the Buyer commits a material breach of the Contract and such breach is not remediable; or
- the Buyer commits a breach of the Contract which is not remedied within 14 days of receiving notice of such breach; or
- the Buyer has failed to pay any amounts due under the Contract by the due date and such amount remains unpaid for 30 days after the date that the Seller has given notification to the Buyer that payment is overdue; or
- any consent, licence or authorisation held by the Buyer is revoked or modified such that the Buyer is no longer able to comply with is obligations under the Contract or receive any benefit to which it is entitled.
The Seller may terminate the Contract (and any other contract in force between the Buyer and the Seller) at any time by giving notice to the Buyer if:
- the Buyer makes any voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or
- an encumbrancer takes possession or a receiver is appointed of any of the property or assets of the Buyer; or
- the Buyer ceases or threatens to cease to carry on business; or
- the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.
If this clause 11 applies, then without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer and if the Goods have been delivered but not paid for, the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
On termination or expiry of the Contract, the Buyer shall immediately pay to the Seller all of the Seller’s outstanding unpaid invoices together with any interest due and the Seller shall submit an invoice for any unbilled Goods which have been ordered and such invoice shall be payable by the Buyer immediately upon receipt.
Termination or expiry of the Contract shall not affect any rights, remedies, obligations and liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
Any provision of the Contract that expressly or by implication is intended to have effect after termination or expiry shall continue in full force and effect.

12. Export Terms

In these Conditions “Incoterms” means the international rules for the interpretation of trade terms of the International Chamber of Commerce as in force at the date when the Contract is made. Unless the context otherwise requires any term or expression which is defined in or given a particular meaning by the provisions of Incoterms shall have the same meaning in these Conditions but if there is any conflict between the provisions of Incoterms and these Conditions the latter shall prevail.
Where the Goods are supplied for export from the United Kingdom, the provisions of this clause 12 shall (subject to any special terms agreed in Writing between the Buyer and the Seller) apply notwithstanding any other provision of these Conditions.
The Buyer shall be responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination and for the payment of any duties on them.
Unless otherwise agreed in Writing between the Buyer and the Seller, the Goods shall be delivered FOB the air or sea port of shipment and the Seller shall be under no obligation to give notice to the Buyer under section 32(3) of the Sale of Goods Act 1979.
The Buyer shall be responsible for arranging the testing and inspection of the Goods at the Seller’s premises before shipment. The Seller shall have no liability for any claim in respect of any defect in the Goods which would be apparent on inspection and which is made after shipment or in respect of any damage caused during transit.
Payments of all amounts due to the Seller shall be made by credit card or international money transfer to the bank account nominated by the Seller.
The Buyer undertakes not to offer the Goods for resale or use the Goods in any country named as an embargoed or sanctioned country as specified from time to time by the government of the United Kingdom and/or the government of the United States of America and/or the United Nations and/or any other banking or regulatory authority possessing jurisdiction in the United Kingdom or in any other country which the Seller is restricted or prevented from undertaking business. The Buyer will not sell the Goods to any person if the Buyer knows or has reason to believe that that person intends to resell the Goods in or to such embargoed or restricted country.
If the Seller requires that the Buyer provide a certificate certificating the end user of the Goods (the “End User Certificate”) the Buyer warrants and represents to the Seller that the End User Certificate shall be true and accurate in all respects.
In the event that the Seller has reason to believe that the Buyer may not or has not complied with any of the provisions of this clause 12, the Seller may suspend production or delivery of the Goods or compliance with the Contract in any respect pending the Buyer providing all necessary, certification, permits, licences or any information otherwise required to satisfy the requirements of the Seller and/or any regulatory authority so the Seller can be satisfied this clause has been complied with by the Buyer. During any such period of suspension, the Seller shall not incur any liability of any kind to the Buyer whether as a consequence of delay or suspension nor thereafter in the event that appropriate clearance is obtained.
In the event that the Seller shall not be permitted to resume or complete the Contract the Buyer shall pay to the Seller upon demand the sum equal to the Contract value and subject to payment by the Buyer in the event that the Seller shall be able to resell the Goods to a third party then the Seller shall reimburse the Buyer (less reasonable costs and administration charges and loss of profit) any remaining sum.

13. General

The Seller shall be entitled to set-off under the Contract any liability which it has or any sums which it owes to the Buyer under the Contract or under any other contract which Seller has with the Buyer. The Buyer shall pay all sums that it owes to the Seller under the Contract without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.
Both parties will comply with all applicable requirements of the Data Protection Laws.
Any notice or other communication given by a party under or in connection with the agreement may be by post or email and should be addressed to the last known postal address or relevant email address of the other party and shall be deemed to have been received when, in the ordinary course of the means of transmission, it would be received by the addressee. This clause does not apply to the service of any proceedings or other documents in any legal action.
Each party shall at the request of the other, and at the cost of the requesting party, do all acts and execute all documents which are necessary to give full effect to this Contract.
No variation of the Contract shall be valid or effective unless it is in writing, refers to the Contract and these Conditions and is duly signed or executed by, or on behalf of, each party.
The Buyer may not assign, sub-contract or encumber any right or obligation under the Contract, in whole or in part, without the Seller’s prior written consent.
If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
No failure, delay or omission by either party in exercising any right, power or remedy provided by law or under this 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 or remedy. No single or partial exercise of any right, power or remedy provided by law or under this Contract shall prevent any future exercise of it or the exercise of any other right, power or remedy.
No one other than a party to this Contract, their successors and permitted assignees shall have any right to enforce any of its provisions.
The rights and remedies provided in the Contract for JPS only are cumulative and not exclusive of any rights and remedies provided by law.
Unless stated otherwise, time is of the essence for any date or period specified in the Contract in relation to the Buyer’s obligations only.
Nothing in this Contract constitutes, or shall be deemed to constitute, a partnership between the parties nor make any party the agent of another party.
If there is a conflict between the terms contained in the Conditions and the terms of the Order, schedules, appendices or annexes to the Contract, the terms of the Conditions shall prevail to the extent of the conflict.
No variation of the Contract shall be valid or effective unless in Writing, refers to the Contract and these Conditions and is duly signed or executed by, or on behalf of, each party. No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.
If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected
Any dispute arising under or in connection with these Conditions or the sale of Goods shall be submitted to arbitration and the arbitral tribunal shall be composed of one arbitrator to be appointed by agreement between the parties. The procedure will be in accordance with the Arbitration Act 1996 or any re-enactment or modification of that Act in force at the time the dispute is notified.
The Contract and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.
The parties irrevocably 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, its subject matter or formation (including non-contractual disputes or claims).