Terms & Conditions

1. GENERAL

1.1 Use of and the sale and purchase of products from Berry & Grouse are governed by the Terms and Conditions as detailed. Your use of the Berry & Grouse website confers your agreement to these Terms and Conditions.

1.2 These Terms & Conditions govern the relationship and form part of the Trading Agreement between Berry & Grouse of Hill Farm Bungalow, Lopham Road, Fersfield, Norfolk, England, IP22 2BJ (“Berry & Grouse”) and the customer (collectively, the “parties” and each a “party”) and to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing including those set out on any purchase orders, confirmation or order, specification or invoice or similar.

1.3 All orders are excepted on the terms, conditions, and exclusions herein contained. These terms, conditions and exclusions shall not be varied except as agreed by us in writing.

2 INTERPRETATION

2.1 Definitions:

2.2 "Business Day" means a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.

2.3 "Commencement Date" means the date of signature of the Trade Application Form.

2.4 "Customer" means the business, organisation, or person who purchases the purchases the Goods from the Supplier as set out in the Order.

2.5 "Trading Agreement" means the agreement between Berry & Grouse and the Customer for the sale and purchase of the Goods in accordance with the Trade Application Form and these Terms and Conditions.

2.6 "Delivery Date" means the date specified for delivery of an Order in accordance with clause 5.5.

2.7 "Delivery Location" means the address for delivery of the Goods, as set out in the Trade Application Form.

2.8 "Force Majeure Event" means any event, circumstance or cause beyond a party's reasonable control.

2.9 "Goods" means the goods (or any part of them), as set out in the relevant Order.

2.10 “Launch Date” means the date on which certain Goods may be sold to the general public. This date will be specified by Berry & Grouse in the Order.

2.11 "Minimum Quantity" means the minimum quantity of Goods to be Ordered by the Customer over an agreed period. Such Minimum Quantity to be agreed between the parties in the Order.

2.12 “Online Resale Rights” means the rights for the Customer to sell Goods on any online platform as set out in the Trade Application Form.

2.13 “Offline Retail Rights” means the rights for the Customer to sell Goods in any retail units as set out in the Trade Application Form.

2.14 "Order" means an order for the Goods submitted by the Customer in accordance with clause 5.

2.15 “Social Media Guidelines” means Berry & Grouse’s guidance on using the Berry & Grouse brand on the Customer’s social media platforms. These guidelines will be provided to the Customer upon request by Berry & Grouse and updated from time to time.

2.16 “Trade Application Form” means the form completed by the Customer and agreed by the parties setting out the Customer’s details and other key details.

2.17 “Trade Discount Code” means the price for the items the Customer may order under this agreement. Such price list to be updated by Berry & Grouse twice a year and made available to the Customer accordingly.

2.18 a reference to writing or written includes emails.

3 COMMENCEMENT AND TERM

3.1 This Trading Agreement shall commence on the Commencement Date and shall continue, unless terminated earlier in accordance with its terms.

3.2 The Customer is appointed as a non-exclusive stockist of Berry & Grouse products and may state that it is an ‘authorised stockist’ of Berry & Grouse but must not refer to being an ‘exclusive’, ‘official’ or ‘preferred’ stockist or use any similar reference which implies any preferential standing over other Berry & Grouse customers. The Customer must not under any circumstances make any claim to be the designer, manufacturer or producer of any Berry & Grouse products.

4 MINIMUM PURCHASE OBLIGATION

4.1 The Customer shall order at least the Minimum Quantity of the Goods during each twelve (12) month period commencing from the Commencement Date.

4.2 Except to the extent the Customer's failure to purchase the Minimum Quantity is caused by Berry & Grouse’s default or a Force Majeure Event, if the Customer purchases less than the Minimum Quantity, Berry & Grouse may, at its sole discretion, decide to charge the Customer for any shortfall between: (i) the price of the Minimum Quantity of Goods in the relevant period; and (ii) the price for Goods purchased by the Customer in that period or terminate this Trading Agreement with immediate effect.

5 ORDERS

5.1 Once a Trade Application Form is agreed between the parties, the Customer may place Orders for any Goods as listed at www.berryandgrouse.com Trade Log In. (Trade Only Customers)

5.2 Orders shall be given in writing, verbally, online, or email. Berry & Grouse is under no obligation to accept such Orders and may accept or decline Orders at its absolute discretion. Berry & Grouse may, at its discretion, accept an amendment to an Order by the Customer. Until Berry & Grouse accepts the Order and confirms the same to the Customer, there is no obligation on Berry & Grouse to provide any Goods to the Customer.

5.3 Berry & Grouse’s acceptance of an Order, unless stated otherwise in the written acceptance, grants the Customer a right to sell the Goods on the Customer’s online platform (“Online Resale Rights”) and in any retail units the Customer has (“Offline Retail Rights”).

5.4 Berry & Grouse shall assign an order number to each Order it accepts and notify the order number to the Customer. Each party shall use the relevant order number in all subsequent correspondence relating to the Order.

5.5 After confirming an Order, Berry & Grouse shall as soon as is practicable inform the Customer of Berry & Grouse’s estimated Delivery Date for the Order. Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence.

5.6 The Customer is responsible for ensuring that Orders are complete and accurate. The Customer shall give Berry & Grouse all necessary information that Berry & Grouse reasonably requires in order to fulfil each Order.

5.7 Berry & Grouse will, from time to time, inspect the Customer’s retail units and online platforms to confirm that they are up to a standard that is in keeping with the Berry & Grouse brand and would not cause any damage in Berry & Grouse’s sole opinion to that brand.

5.8 If following such inspection and in the opinion of Berry & Grouse the Customer’s retail unit is not up to a standard Berry & Grouse would reasonably expect Berry & Grouse may revoke the Customer’s Offline Retail Rights immediately on written notice. At which point the Customer may sell the remaining stock on their online platform using their Online Retail Rights – provided that Berry & Grouse has not already revoked such rights. If the Customer continues to sell Goods in their retail unit, this will be considered a material breach of the Trading Agreement.

5.9 Conversely, if following such inspection and in the opinion of Berry & Grouse the Customer’s online platform is not up to a standard Berry & Grouse would reasonably expect, Berry & Grouse may revoke the Customer’s Online Retail Rights immediately on written notice. At which point the Customer may sell the remaining using their Offline Retail Rights – provided that Berry& Grouse has not previously revoked such rights. If the Customer continues to sell Goods on their online platform, this will be considered a material breach of the Trading Agreement.

6 THE GOODS AND INTELLECTUAL PROPERTY RIGHTS

6.1 Any samples, drawings, descriptive matter, or advertising produced by Berry & Grouse and any descriptions or illustrations contained in on the website are produced for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Trading Agreement or have any contractual force.

6.2 The Berry & Grouse website and all images and photography remain the property of Berry & Grouse and the Customer may only use, publish, copy, alter or disseminate these or any image or photograph with Berry & Grouse’s prior written consent (such consent may be withheld at Berry & Grouse’s absolute discretion). A breach of this clause

6.2 shall be considered a material breach.

6.3 All text, graphics, images, patterns and designs associated with the Goods are owned by, or licensed to, Berry & Grouse. Berry & Grouse grants the Customer a non-exclusive limited licence for the term of the Trading Agreement to use the Berry & Grouse trademark solely for the sale of the Goods and strictly in accordance with Berry & Grouse’s instructions given from time to time. A breach of this clause 6.3 shall be considered a material breach.

6.4 If selling Berry & Grouse’s products online, all product descriptions need to be original and must not be plagiarised from the Berry & Grouse website. A breach of this clause 6.4 shall be considered a material breach.

6.5 The Customer must conform with the Social Media Guidelines at all times. Breaching the Social Media Guidelines shall be considered a material breach.

6.6 The names, images and logos of Berry & Grouse, the website content and all related products are the copyright of Berry & Grouse and may not be used or reproduced in any form without the written consent of Berry & Grouse

6.7 Images of Goods are provided for illustrative purposes only and the actual Goods described in the product descriptions are the Goods you will receive.

7 DELIVERY

7.1 Berry & Grouse shall ensure that each delivery of Goods is accompanied by a delivery note which shows the Customer’s name, order number, the type and quantity of Goods (including the code number of the Goods, where applicable), and, if the relevant Order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered.

7.2 Berry & Grouse shall endeavour to deliver Goods to the Delivery Location on the relevant Delivery Date.

7.3 Delivery is completed on the completion of unloading of the Goods at the Delivery Location.

7.4 Delivery Dates are approximate only, and the time of delivery is not of the essence.

8 NOTIFICATION OF LOSS OF, DAMAGE TO, OR NON DELIVERY OF GOODS

8.1 Claims for damage to or loss of Goods in transit must be submitted in writing both Berry & Grouse and to the carrier (if appropriate) as follows:

8.2 In the case of non-delivery of the whole Order or of any separate packing forming part of an Order– within 14 days of the date of despatch shown on the invoice or note from Berry & Grouse (whichever is the earlier).

8.3 In the case of damage to or partial loss of the Goods or shortages from packages – within three days of delivery. The Goods received must have been signed for as damaged or incomplete. Failing which Berry & Grouse will decline to entertain any claims and the Goods shall be deemed to have been delivered in accordance with the contract complete and in a satisfactory condition.

8.4 Berry & Grouse’s liability for non-delivery or damaged Goods may extend to repairing or replacing free of charge any Goods damaged or lost in transit but in no event will it exceed the invoice price of the Goods in respect of which a claim is made.

8.5 Berry & Grouse shall not be liable for any delay in delivery of any Goods that is caused by:

8.6 a Force Majeure Event; or

8.7 the Customer's failure to provide Berry & Grouse with adequate or correct delivery instructions or any other instructions that are relevant to the supply of the Goods.

8.9 If 10 Business Days after the day on which Berry & Grouse attempted to make delivery of Goods the Customer has not taken delivery of those Goods, Berry & Grouse 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.

8.10 If Berry & Grouse delivers up to and including 5% more or less than the quantity of Goods ordered the Customer may not reject them, but on receipt of notice from the Customer that the wrong quantity of Goods was delivered, a pro rata adjustment shall be made to the Order invoice.

8.11 Berry & Grouse may deliver Orders by instalments, which shall be invoiced and paid for separately. The Customer may not cancel an instalment because of any delay in delivery or defect in another instalment.

9 QUALITY AND FITNESS FOR PURPOSE

9.1 Berry & Grouse warrants that, for a period of 1 month from the date of delivery (warranty period), the Goods shall:

9.2 conform in all material respects with their description;

9.3 be free from material defects in design, material and workmanship; and

9.4 be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).

9.5 Subject to clause 9.10, if:

9.6 the Customer gives notice in writing to Berry & Grouse during the warranty period, within 5 Business Days of discovery that some or all of the Goods do not comply with the warranties set out in clause 9.1;

9.7 Berry & Grouse is given a reasonable opportunity of examining such Goods; and

9.8 the Customer (if asked to do so by Berry & Grouse) returns such Goods to Berry & Grouse’s place of business at the Customer's cost, Berry & Grouse shall, at its option, repair or replace any Goods that are found to be defective, or refund the price of such defective Goods in full.

9.9 Photographic evidence will be required of all faulty goods.

9.10 Berry & Grouse shall not be liable for Goods' failure to comply with the warranties set out in clause 9.1 if:

9.11 the Customer makes any further use of such Goods after giving notice of defects in accordance with clause 9.5;

9.12 the defect arises because the Customer failed to follow Berry & Grouse’s oral or written instructions as to the storage, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;

9.13 the Customer alters or repairs such Goods without the written consent of Berry & Grouse;

9.14 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage conditions; or

9.15 the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

9.16 Berry & Grouse’s only liability to the Customer if the Goods fail to comply with the warranties set out in clause 9.1 is as set out in this clause 9.

9.17 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 Trading Agreement.

9.18 The terms of the Trading Agreement shall apply to any repaired or replacement Goods supplied by Berry & Grouse.

10 TITLE AND RISK

10.1 Risk in Goods shall pass to the Customer on completion of unloading the Goods at the Delivery Location. The Customer shall insure and keep insured the Goods to their full price against ‘all-risks’ to the reasonable satisfaction of Berry & Grouse until the date that property in Goods passes from Berry & Grouse, and shall whenever requested by Berry & Grouse produce a copy of the policy of insurance. Without prejudice to the other rights of Berry & Grouse, if the Customer fails to do so all sums whatever owing by the Customer to Berry & Grouse shall forthwith become due and payable.

10.2 Title to Goods shall only pass to the Customer once Berry & Grouse receives payment in full (in cash or cleared funds) for them and all other goods that Berry & Grouse has supplied to the Customer.

10.3 Until title to the Goods has passed to the Customer, the Customer shall:

10.4 store the Goods separately (at no cost to Berry & Grouse) from all other goods held by the Customer and marked in such a way so that they remain readily identifiable as Berry & Grouse’s property;

10.5 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;

10.6 maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;

10.7 while the Goods remain the property of Berry & Grouse the Customer may sell or use the Goods in the ordinary course of the Customer’s business at full market value on account of Berry & Grouse. Any such sale or dealing shall be a sale or use of Berry & Grouse’s property by the Customer on the Customer’s own behalf and the Customer shall deal as principal when making such sales or dealings. Until property in the Goods passes from Berry & Grouse the entire proceeds of sale or otherwise of the Goods shall be held on trust for Berry & Grouse and shall not be mixed with other money or paid into any overdrawn bank account and shall be at all material times identified as Berry & Grouse’s money.

10.8 notify Berry & Grouse immediately if it becomes subject to any of the events listed in clause 15.1.2; and

10.9 give Berry & Grouse such information relating to the Goods as Berry & Grouse may require from time to time.

10.10 Until title in the Goods passes from Berry & Grouse to the Customer, the Customer shall upon Berry & Grouse’s written request promptly deliver to Berry & Grouse the Goods that have not been resold. If the Customer fails to do so at any time (including in the event of late payments), or if the Customer becomes subject to any of the events in 15.1.2, Berry & Grouse (or an appointed third party of Berry & Grouse) may recover Goods in which title has not passed to the Customer. The Customer irrevocably licenses Berry & Grouse, its officers, employees and agents, to enter any premises of the Customer (including with vehicles), in order to satisfy itself that the Customer is complying with the obligations in clause 10.10 and to recover any Goods in which property has not passed to the Customer.

10.11 Berry & Grouse may at any time after delivery elect to transfer title in the Goods to the Customer, in which case the Customer shall immediately pay the price to the Seller.

11 PRODUCT RECALL

11.1 If the Customer is the subject of a request, court order or other directive of a governmental or regulatory authority to withdraw any Goods from the market (Recall Notice) it shall immediately notify Berry & Grouse in writing enclosing a copy of the Recall Notice.

11.2 Unless required by law, the Customer may not undertake any recall or withdrawal without the written permission of Berry & Grouse and only then in strict compliance with Berry & Grouse’s instructions as to the process of implementing the withdrawal.

12 PRICE AND PAYMENT

12.1 The Customer shall pay for Goods in accordance with this clause 12.

12.2 The price excludes:

12.3 the costs of packaging, insurance and transport of the Goods, which shall be invoiced to the Customer in addition to the price; and

12.4 Berry & Grouse may invoice the Customer for the price of Goods at the prevailing rate (if applicable) on or at any time after. Berry & Grouse shall ensure that the invoice includes the date of the Order, the invoice number, the Customer’s name, the Customer's order number, and any supporting documentation that the Customer may reasonably require.

12.5 Unless otherwise agreed between the parties in writing, the Customer shall pay invoices in full in cleared funds within 30 Business Days of the invoice date. Payment shall be made to the bank account nominated in writing by Berry & Grouse.

12.6 If the Customer fails to make any payment due to Berry & Grouse under the Trading Agreement by the due date for payment, then, without limiting Berry & Grouse remedies under clause 15:

12.7 the Customer shall pay interest on the overdue amount at the rate of 4% per annum above Barclays Bank Plc's base rate from time to time. Such interest shall accrue on a daily basis

12.8 from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.

12.9 Berry & Grouse may suspend all further deliveries of Goods until payment has been made in full.

12.10 The Customer shall pay all amounts due under the Trading Agreement in full without set-off, counterclaim, deduction or withholding (except for any deduction or with holding required by law). Berry & Grouse may at any time, without limiting any of its other rights or remedies, set off any amount owing to it against any amount payable by Berry & Grouse to the Customer.

13 LIMITATION OF LIABILITY

13.1 Nothing in this Trading Agreement shall limit or exclude Berry & Grouse’s liability for:

13.2 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);

13.3 fraud or fraudulent misrepresentation;

13.4 breach of the terms implied by section 12 of the Sale of Goods Act 1979; or

13.5 any matter in respect of which it would be unlawful for Berry & Grouse to exclude or restrict liability.

13.6 Subject to clause 13.1:

13.7 Berry & Grouse shall not be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Trading Agreement; loss or depletion of goodwill and/or business opportunity; loss of anticipated earnings or savings or like loss; wasted management, operational or other time;

13.8 loss or corruption of data or information; or

13.9 any special, indirect or consequential loss, costs, damages, charges or expenses however arising.

13.10 Subject to clause 13.1, Berry & Grouse’s total aggregate liability in contract, tort (including negligence and breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of the Trading Agreement shall be limited to the sums received under this agreement in the 12 months immediately preceding the date on which the claim arose.

14 COMPLIANCE WITH RELEVANT LAWS AND POLICIES

14.1 In performing its obligations under the Trading Agreement, Berry & Grouse shall comply in all material respects with all applicable laws, statutes and regulations from time to time in force, provided that Berry & Grouse shall not be liable under if, as a result of such compliance, it is in breach of any of its obligations under this Trading Agreement.

15 TERMINATION

15.1 Without limiting its other rights or remedies, either party may terminate this Trading Agreement with immediate effect by giving written notice to the other party if:

15.2 the other party commits a material breach of any term of the Trading Agreement and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so;

15.3 the other party 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), 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;

15.4 the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or

15.5 the other party's financial position deteriorates to such an extent that in the terminating party's opinion the other party's capability to adequately fulfil its obligations under the Trading Agreement has been placed in jeopardy.

15.6 Without limiting its other rights or remedies, Berry & Grouse may, at its sole discretion, terminate the Trading Agreement on 30 days’ written notice to the Customer.

15.7 Without limiting its other rights or remedies, Berry & Grouse may with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Trading Agreement on the due date for payment and remains in default not less than 7 days after being notified in writing to make such payment.

15.8 Termination of the Trading Agreement 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 this Trading Agreement which existed at or before the date of termination.

15.9 On termination for any reason, the licence granted under clause 6 shall immediately terminate and the Customer must cease to supply Berry & Grouse products and Berry & Grouse will not be liable for accepting returns of unsold stock or fulfilling outstanding Orders.

15.10 On termination of the Trading Agreement for any reason the Customer shall immediately pay to Berry & Grouse all of Berry & Grouse’s outstanding unpaid invoices and interest.

15.11 Any provision of the Trading Agreement that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.

16 GENERAL

16.1 Force majeure. Neither party shall be in breach of this Trading Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Trading Agreement if such delay or failure result from a Force Majeure Event. If the period of delay or non-performance continues for 4 weeks, the party not affected may terminate this Trading Agreement by giving 14 days’ written notice to the affected party.

16.2 Assignment and other dealings:

16.3 The Customer shall not assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Trading Agreement without the prior written consent of Berry & Grouse.

16.4 Berry & Grouse may at any time assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights under this Trading Agreement.

17 CONFIDENTIALITY

17.1 Each party undertakes that it shall not at any time during this Trading Agreement, and for a period of two years after termination of this Trading Agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group to which the other party belongs, except as permitted by clause 17.2. For the purposes of this clause, group means, in relation to a party, that party, any subsidiary or holding company from time to time of that party, and any subsidiary from time to time of a holding company of that party.

17.2 Each party may disclose the other party’s confidential information:

17.3 to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this Trading Agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 17 and be responsible for any of their breaches; and

17.4 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

17.5 No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Trading Agreement.

18 ENTIRE AGGREEMENT

18.1 This Trading Agreement 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.

18.2 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 this Trading Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Trading Agreement.

19 VARIATION

19.1 No variation of this Trading Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

20 WAIVER

20.1 No failure or delay by a party to exercise any right or remedy provided under the Trading Agreement 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.

21. SEVERENCE

21.1 If any provision or part-provision of the Trading Agreement 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 Trading Agreement.

22 NOTICES

22.1 Any notice or other communication given to a party under or in connection with the Trading Agreement shall be in writing, addressed to that party at its registered office or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, or sent by pre-paid first class post or other next working day delivery service, commercial courier or email.

22.2 A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 22.1; 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; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by email, one Business Day after transmission.

23.3 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

24 THIRD PARTY RIGHTS

24.1 No one other than a party to this Trading Agreement and their permitted assignees shall have any right to enforce any of its terms.

25 GOVERING LAW

25.1 This Trading Agreement, 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.

26 JURISDICTION

26.1 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 Trading agreement or its subject matter or formation.

Last Edited January 2021

Terms & Conditions - TRADE CUSTOMERS