STANDARD TERMS AND CONDITIONS
TERMS AND CONDITIONS OF SALE OR CONTRACT
In these Terms and Conditions:
‘THE COMPANY’ means Volac Wilmar Feed Ingredients Limited whose registered office is at 50 Fisher’s Lane, Orwell, Hertfordshire SG8 5QX.
‘BUYER means the company, partnership, other legal entity, body or natural person whose order for the Goods is accepted by the Company.
‘GOODS’ means the products which the Company is to supply in accordance with these Terms and Conditions.
2. Basis of Sales
(a) The Company shall sell and the Buyer shall purchase the Goods in accordance with any written quotation of the Company which is accepted by the Buyer, or any written order of the Buyer which is accepted by the Company, subject in either case to these Terms and Conditions, which apply to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made, by the Buyer.
(b) No variation to these Terms and Conditions shall be binding unless agreed in writing between the authorised representatives of the Buyer and the Company.
(c) The Company’s employees or agents are not authorised to make any representations or warranties concerning the Goods and the Buyer acknowledges that it has not relied on any representation or warranty not set out in these Terms and Conditions.
(a) Any period or times stated for collection by the Buyer at the Company’s Premises or for delivery to the Buyer are estimates only. The Company shall use reasonable endeavours to meet any such period or times but the Company accepts no responsibility for direct or indirect loss or damage of whatever nature resulting from reasonable delays. Time shall not be of the essence in respect of any period or times for collection or delivery.
(b) Where Goods are to be collected/delivered in instalments, any failure by the Buyer to comply with these Terms and Conditions will entitle the Company to withhold further instalments.
4. Price and Terms
Prices and terms of sale are as per the Company’s price list ruling at the time of delivery or as otherwise agreed in writing by the Company. Payment of invoices in respect of the Goods shall be made within 28 days of the date of the invoice save where otherwise agreed in writing by the Company. If the Buyer fails to comply with the relevant terms of payment the Company has the right to:
(a) terminate these Terms and Conditions without prejudice to its rights hereunder; and
(b) charge the Buyer interest (both before and after any judgement) on the amount unpaid, at the rate of, unless otherwise specified on a particular price list or quotation, 4% above Barclays Bank Base Rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).
All prices payable are exclusive of VAT and other applicable sales, import or export taxes or duties, bank charges, and in the case of export sales any letter of credit charges, which shall be payable by the Buyer in addition.
The Buyer shall make all payments due to the Company in full without any deduction by way of set-off, counterclaim or otherwise.
5. Export Sales
(a) In any case where Goods are sold CIF or FOB or on the basis of other international trade terms the meaning given to of such terms in Incoterms (as revised from time to time) shall apply except where inconsistent with any of the provisions contained in these conditions.
(b) The Company reserves the right to require that price of the Goods shall be secured by an irrevocable Letter of Credit satisfactory to the Company established by the Buyer in favour of the Company immediately upon receipt of the Company’s order acceptance and confirmed by a United Kingdom bank acceptable to the Company. The Letter of Credit shall be for the price payable for the Goods inclusive of any tax or duty payable to the Company and shall be valid for a time agreed between the Buyer and the Company. The Company shall be entitled to payment upon presentation to such United Kingdom bank of the document specified by the Company.
(c) Unless otherwise agreed in writing, payment of invoices in respect of international supply contracts shall be made within 28 days of the date of invoice.
(d) 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 thereon.
(e) Unless otherwise agreed in writing between the Buyer and the Company, the Goods shall be delivered FOB the air or sea port of shipment and the Company shall be under no obligation to give notice under Section 32(3) of the Sale of Goods Act 1979.
The Company reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable safety or other statutory requirements.
7. Despatch and Delivery
(a) In cases where Goods are to be delivered by the Company to the Buyer or collected by the Buyer from the Company within a specific period and where the Buyer cannot accept delivery or effect collection in the said period the Company may, at its discretion either (i) store the Goods and take all reasonable steps to prevent their deterioration until their actual delivery or collection and the Buyer shall be liable to the Company for the cost including insurance of its so doing; or (ii) 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 payable by the Buyer or charge the Buyer for any shortfall below such price. This provision shall be in addition to, not in substitution for, any other payment or damages for which the Buyer may become liable in respect of his failure to take delivery or collect at the appropriate time.
(b) Where necessary, the Buyer shall provide at its own expense adequate and appropriate equipment and manual labour for loading the Goods on collection from the Customer or for unloading the Goods upon delivery by the Customer.
(c) No order which has been accepted by the Company may be cancelled by the Buyer except with the agreement in writing of the Company and on terms that the Buyer shall indemnify the Company in full against all loss (including loss of profit), costs, damages, charges and expenses incurred by the Company as a result of cancellation.
8. Property and Insurance
(a) The risk of the Goods will pass to the Buyer on delivery by the Company or on collection by the Buyer, thereafter the Buyer shall be responsible for the satisfactory care and protection of the Goods and shall take out at its own expense adequate comprehensive all risks insurance on the Goods until the Company has received payment of the price in full.
(b) Notwithstanding delivery and the passing of risk, property in the Goods will pass to the Buyer when the purchase price and all other sums owed by the Buyer are paid in full. Up until ownership of the Goods have passed to the Buyer, the Buyer shall store the Goods in such a way as to be readily identifiable as the Company’s property.
(c) Any prior re-sale of the Goods must be made in the ordinary course of business by the Buyer at full market value and in the event of such prior re-sale the Company’s beneficial entitlement shall attach to the proceeds of re-sale or to any claim for such proceeds.
(d) In the event the Company reasonably apprehends that the Buyer is insolvent or otherwise unable to pay its debts or is about to become so, the Company and its authorised agents and representatives shall have the right of access to the property of the Buyer in order to identify or recover there from any Goods in the possession of the Buyer for which the Company has not been paid in full. Prior notice shall not be required but any such visit will only be made within reasonable business hours.
9. Goods Damaged/Lost in Transit
The Company shall not be liable for any loss or damage of whatever nature arising from nondelivery of the Goods but the Company will replace or repair free of charge any goods damaged or lost in transit (excluding any transit from the Company’s store in respect of goods collected from the Buyer), or make up an incomplete delivery provided the Buyer gives the Company notification in writing of such loss, damage or incomplete delivery within 72 hours of delivery.
(a) Subject to paragraph (b) the Company warrants that at the time of collection by, or delivery to the Buyer, as appropriate, the Goods will conform to the provisions of any applicable acts in force and be suitable for the purpose for which they were sold as set out in the Company’s published literature.
(b) Other materials and equipment
With respect to Goods manufactured by a third party, the Company shall endeavour to transfer to the Buyer the benefit of any warranty or guarantee given to it by the manufacturer. Details of such warranties are available on request.
(c) Safety of Products
It is hereby agreed between the Company and the Buyer in respect of the Goods that the safety of any product as defined in the Consumer Protection Act 1987 (as amended from time to time) (‘the 1987 Act’) shall be such as reasonable skill, care and diligence on the part of the producer thereof (or on any relevant party) can obtain.
(e) The Company hereby agrees that in the event of a breach of any of the above warranties it will at its sole option either (i) exchange the Goods in question for replacements of the same; or (ii) make good the defects in the materials and/or workmanship of the Goods in question. The remedies in this paragraph 10 (d) shall be the Buyer’s sole remedies in the event of any breach of the warranties above.
(f) All other warranties express or implied are excluded to the fullest extent permitted by law.
11. Limits of Liability
(a) The Buyer’s private rights and the Company’s defence under the 1987 Act are each fully preserved.
(b) Apart from any liability the Company may have to the Buyer under the 1987 Act any liability of the Company under these Terms and Conditions or otherwise in respect of the Goods is limited to the greater of:
(i) the price paid for the Goods; and
(j) the amount which the Companies underwriter agrees the company is liable to pay.
(c) Subject to the provisions of paragraph (d) in no circumstances shall the Company be liable to the Buyer for any loss of profits, revenue, goodwill, business opportunity or any other direct or indirect financial or economic loss or damage howsoever incurred.
(d) Nothing in these Terms and Conditions shall exclude or restrict the liability of the Company to the Buyer for death or personal injury resulting from the negligent act of the Company or for liability for any fraudulent misrepresentation by the Company.
12. Performance Data
Any performance figures quoted or referred to in any specification or other document put out by the Company are estimates only based on assumed conditions, and levels of management, with experience, adequate and efficient users, and proper utilisation of satisfactory materials. All these factors are outside the control of the Company and consequently performance cannot be warranted.
The Company may terminate these Terms and Conditions immediately if (a) the Buyer commits a material or persistent breach of any provision of these Terms and Conditions and which (in the case of a breach capable of being remedied) shall not have been remedied within 30 days of a written request to remedy the same; (b) an interim order is made, or a voluntary arrangement approved, or if a petition for bankruptcy order is presented or a bankruptcy order is made against the other party or if a receiver or trustee is appointed of the other party’s estate or a voluntary arrangement is approved, a notice is served of intention to appoint and administrator, or an administrator is appointed by Court order or by any other means, or a receiver or administrative receiver is appointed over any of the other party’s assets or undertaking, or a resolution or petition to wind up the Buyer is passed or presented (otherwise than for the purposes of reconstruction or amalgamation), or if any circumstances arise which entitle the Court or a creditor to appoint a receiver, administrative receiver or administrator or to present a winding up petition or make a winding up order. Any termination of these Terms and Conditions shall be without prejudice to any other rights or remedies that either the Company or the Buyer may be entitled to under these Terms and Conditions or at law.
All outstanding payments owed to the Company by the Buyer shall become due upon termination.
14. Forace majeure and frustration
The Company shall be entitled to cancel or rescind these Terms and Conditions, and in any event shall not be liable for loss or damage, if the performance of its obligations under these Terms and Conditions is in any way adversely affected by any cause whatsoever beyond the Company’s reasonable control including but not limited to the default of any subcontract, war, strike, lockout, trade dispute, flood, accident to plant or machinery, shortage of materials or labour.
If any provision of these Terms and Conditions shall be held to be unlawful, invalid or unenforceable in whole or in part under any enactment or rule of law, such provision shall be severed from these Terms and Conditions and rendered ineffective as far as possible without modifying or affecting the legality, validity or enforceability of the remaining provisions of these Terms and Conditions which will remain in full force and effect.
These Terms and Conditions shall be governed by and constructed in accordance with English law and each party agrees to submit to the non-exclusive jurisdiction of the English Courts.
STANDARD TERMS AND CONDITIONS
FOR THE PURCHASE OF GOODS
The Buyer orders and the Supplier, by accepting the Order, agrees that it will supply the Goods specified and subject to these Conditions which shall govern the Contract to the exclusion of all other terms and conditions. Any reference to the Supplier’s quotation, specification, price list or like document shall be solely for the purpose of describing the Goods to be supplied and no terms and conditions endorsed upon, delivered with or referred to in such documents shall apply to the Contract.
2.1. In these Conditions:- "Business Day" means any day other than a Saturday, Sunday or bank holiday; “the Buyer”, “us” or “we” means Volac Wilmar Feed Ingredients Limited Ltd a company registered in Great Britain under. Number 09604152 whose registered office is at 50 Fishers Lane, Orwell, Hertfordshire SG8 5QX;
“these Conditions” means the standard terms and conditions of purchase set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Buyer and the Supplier;
“the Contract” means the contract for the sale and purchase of the Goods constituted by the Supplier’s acceptance of the Order in accordance with these Conditions;
“the Delivery Address" means the address stated on the Order for delivery of the Goods; “the Goods” means the goods (including any instalment of the goods or any part of them, services or any other purchase) described in the Order;
“the Order” means the Buyer’s written confirmation of the Order (including by way of e-mail);
“the Price” means the price of the Goods;
“the Supplier” or “you” means the person so described in the Order;
“Specifications” any specification for the Goods including any plans, drawings, data or other information relating to the Goods; and
“writing” includes facsimile, transmission, electronic mail and comparable means of communication.
2.2. Any reference in these Conditions to a statute or a provision of a statute shall be construed as a reference to that statute or provision as amended, re-enacted or extended at the relevant time.
2.3. The headings in these Conditions are for convenience only and shall not affect their interpretation.
3. The Contract
3.1. These Conditions apply to the Contract to the exclusion of any other terms that the Supplier seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
3.2. The Order constitutes an offer by the Buyer to purchase the Goods subject to these Conditions.
3.3. The Order shall be deemed to be accepted on the earlier of (1) the Supplier issuing a written acceptance of the Order or (2) he Supplier doing any act consistent with fulfilling the Order, at which point the Contract shall come into existence and until then we will not be contractually bound to you.
3.4. No variation to the Contract shall be binding unless agreed in writing between the authorised representatives of the Buyer and the Supplier.
3.5. If any of the terms of the contract conflict with or contradict each other those terms will over-ride each other in the following order of priority: (1) any express written agreement from us; (2) our Order; (3) these Conditions.
4.1. The quantity, quality and description of the Goods will be as specified in our Order and these Conditions or as agreed by us in writing.
4.2. The Supplier acknowledges that all materials, equipment and tools, drawings, Specifications, and data supplied by the Buyer to the Supplier (Buyer Materials) and all rights in the Buyer Materials are and shall remain the exclusive property of the Buyer. The Supplier shall keep the Buyer Materials in safe custody at its own risk, maintain them in good condition until returned to the Buyer, and not dispose or use the same other than in accordance with the Buyer's written instructions. The Supplier shall not disclose to any third party or use any such Customer Materials except to the extent that they are or become public knowledge through no fault of the Supplier, or as required for the purpose of the Contract.
4.3. The Goods shall be marked in accordance with the Buyer’s instructions and any applicable regulations or requirements of the carrier, and properly packed and secured so as to reach their destination in an undamaged condition in the ordinary course.
4.4. The Buyer shall be entitled to inspect or test any Goods during (and the Supplier’s premises for) manufacture and storage on reasonable notice and if as a result of inspection or testing the Buyer is not satisfied that the Goods or the standards of their manufacture, storage or handling comply with the Contract or are unlikely to, and the Buyer so informs the Supplier within seven days of inspection or testing, the Supplier shall immediately take such remedial action as is necessary to ensure compliance. Notwithstanding any such inspection or testing, the Supplier shall remain fully responsible for the Goods and any such inspection or testing shall not reduce or otherwise affect the Supplier's obligations under the Contract, and we shall have the right to conduct further inspections and tests after the Supplier has carried out its remedial actions
4.5. The Supplier shall comply with all applicable regulations or other legal requirements concerning the manufacture, packaging, packing and delivery of the Goods and ensure that at all times it has and maintains all the licences, permissions, authorisations, consents and permits that it needs to carry out its obligations under the Contract.
4.6. Unless otherwise stated, an Order is deemed to include the supply of all relevant documentation and certification, and of any commissioning of those Goods, necessary to enable us to use them for their intended purposes.
4.7. When procuring energy services, products and equipment that have, or can have, a significant impact on energy use, the organisation shall inform suppliers that the procurement is partly evaluated on the basis of energy performance.
5.1. The Price of the Goods shall be as stated in the order and, unless otherwise so stated, shall be:-
5.1.1. exclusive of any applicable value added tax (which shall be payable by the Buyer subject to receipt of a VAT invoice); and
5.1.2. inclusive of all charges for packaging, packing, shipping, carriage, insurance and delivery of the Goods to the Delivery Address and any duties, imposts or levies other than value added tax.
5.2. No increase in the Price may be made (whether on account of increased material, labour or transport costs, fluctuation in rates of exchange or otherwise) without the prior consent of the Buyer in writing.
5.3. The Buyer shall be entitled to any discount for prompt payment, bulk purchase or volume of purchase customarily granted by the Supplier, whether or not shown on its own terms and conditions of sale.
6.1. The Supplier shall be entitled to invoice the Buyer for the Goods on or at any time after completion of delivery, and each invoice shall quote the number of the Order.
6.2. Unless otherwise agreed in writing or stated in the Order, the Buyer shall pay the Price of the Goods within thirty days after the end of the month of receipt by the Buyer of a proper invoice or, if later, after acceptance of the Goods in question by the Buyer, but time for payment shall not be of the essence of the contract.
6.3. The Buyer shall be entitled to set off against the Price any sums owed to the Buyer by the Supplier.
7.1. The Goods shall be delivered to the Delivery Address on the date or within the period stated in the Order, in either case during the Buyer’s usual business hours. Delivery of the Goods shall be completed on the completion of unloading the Goods at the Delivery Address.
7.2. The Supplier shall ensure that:
(a) the Goods are properly packed and secured in such manner as to enable them to reach their destination in good condition;
(b) each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, the Order number (if any), the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and
(c) if the Supplier requires the Buyer to return any packaging material to the Supplier, that fact is clearly stated on the delivery note. Any such packaging material shall be returned to the Supplier at the cost of the Supplier.
7.3. Where it is agreed in writing that the date of delivery of the Goods is to be specified by the Supplier after the placing of the Order, the Supplier shall give the Buyer reasonable notice in writing of the specified date.
7.4. The time of delivery of the Goods is of the essence of the Contract.
7.5. Where the Deliverables are to be supplied in instalments, the Contract will be treated as a single contract and not severable.
7.6. The Buyer shall be entitled to reject any Deliverables which are not in accordance with the Contract, and shall not be deemed to have accepted any Goods until the Buyer has had a reasonable time to inspect them following delivery. The Buyer shall also have the right to reject the Goods as though they had not been accepted for seven days after any latent defect in the Goods has become apparent.
7.7. The Supplier shall supply the Buyer in good time with any instructions or other information to enable the Buyer to accept delivery of the Goods.
7.8. Unless requested by the Supplier in accordance with clause 7.2 (c), the Buyer shall not be obliged to return to the Supplier any packaging or packing materials for the Goods, whether or not any Goods are accepted by the Buyer.
7.9. Any Goods provided by us to you on a free issue basis will remain our absolute property throughout, and will be at your risk while the Goods are, or are supposed to be, in your possession and you are not to part with possession (save to us) unless with our express prior consent.
8.1. Where the Supplier is not the manufacturer of the Goods, the Supplier shall endeavour to transfer to the Buyer the benefit of any warranty or guarantee given to the Supplier.
8.2. The Supplier shall ensure that upon delivery, the Goods shall:
(a) be of satisfactory quality within the meaning of the Sale of Goods Act 1979;
(b) be reasonably fit for purpose;
(c) be reasonably fit for any particular purpose for which the Goods are being bought if the Buyer had made known that purpose to the Supplier in writing and the Supplier has confirmed in writing that it is reasonable for the Buyer to rely on the skill and judgment of the Supplier;
(d) correspond with their description and any applicable Specification;
(e) where applicable, be free from defects in design, material and workmanship; and
(f) comply with all applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling and delivery of the Goods.
8.3. The Supplier warrants that:
(a) all claims made by it about the Goods in its advertising and promotional material are correct and can be relied upon; and
(b) neither the sale and supply of the Goods, nor its proper use by us for an intended purpose, will breach any property rights in or about those Goods, including intellectual property rights, of any other person.
9.1. If the Goods are not delivered on the date they are due as referred to in clause 7.1, or do not comply with the undertakings set out in clause 8.2, then, without limiting any of its other rights or remedies, the Buyer shall have the right to any one or more of the following remedies, whether or not it has accepted the Goods:
(a) to terminate the Contract;
(b) to reject the Goods (in whole or in part) and return them to the Supplier at the Supplier's own risk and expense;
(c) to require the Supplier to repair or replace the rejected Goods, or to provide a full refund of the price of the rejected Goods (if paid);
(d) to refuse to accept any subsequent delivery of the Goods which the Supplier attempts to make;
(e) to recover from the Supplier any costs incurred by the Buyer in obtaining substitute goods from a third party; and
(f) to claim damages for any other costs, loss or expenses incurred by the Buyer which are in any way attributable to the Supplier's failure to carry out its obligations under the Contract.
9.2. If the Goods are not delivered on the due date, the Buyer may at its option claim or deduct 2 per cent of the price of the Goods for each week's delay in delivery by way of liquidated damages, up to a maximum of 20 per cent of the total price of the Goods. If the Buyer exercises it rights under this clause 9.2, it shall not be entitled to any of the remedies set out in clause 9.1 in respect of the Goods' late delivery (but such remedies shall be available in respect of the Goods' condition).
9.3. These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.
9.4. The Supplier shall keep the Buyer indemnified in full against all costs, expenses, damages and losses (whether direct or indirect), including any interest, penalties, and legal and other professional fees and expenses awarded against or incurred or paid by the Buyer as a result of or in connection with:
(a) any claim made against the Buyer for actual or alleged infringement of a third party's intellectual property rights arising out of, or in connection with, the supply or use of the Goods, to the extent that the claim is attributable to the acts or omissions of the Supplier, its employees, agents or subcontractors;
(b) any claim made against the Buyer by a third party arising out of, or in connection with, the supply of the Goods, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of the Contract by the Supplier, its employees, agents or subcontractors; and
(c) any claim made against the Buyer by a third party for death, personal injury or damage to property arising out of, or in connection with, defects in Goods, to the extent that the defect in the Goods is attributable to the acts or omissions of the Supplier, its employees, agents or subcontractors.
This clause 9.4 shall survive termination of the Contract.
9.5. Our rights and remedies under these Conditions are in addition to its rights and remedies implied by statute and common law.
10. Risk and Property
10.1. Risk of damage to or loss of the Goods shall pass to the Buyer upon delivery to the Buyer in accordance with the Contract.
10.2. The property in the Goods shall pass to the Buyer upon delivery, unless payment for the Goods has been agreed to be made prior to delivery, when it shall pass to the Buyer once payment has been made and the Goods have been appropriated to the Contract.
11.1. Without prejudice to our other rights to terminate the Contract as set out in these Conditions, we may terminate the Contract in whole or in part at any time before delivery with immediate effect by giving you written notice, whereupon you shall discontinue all work on the Contract. The Buyer shall pay the Supplier fair and reasonable compensation for work-in-progress at the time of termination, but such compensation shall not include loss of anticipated profits or any consequential loss.
11.2. The Buyer shall be entitled to terminate the Contract without liability to the Supplier by giving notice to the Supplier at any time if:-
(a) the Supplier makes any voluntary arrangement with its creditors (within the meaning of the Insolvency Act 1986) 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 purpose of amalgamation or reconstruction; or
(b) an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Supplier; or
(c) the Supplier ceases or threatens to cease, to carry on business; or
(d) any event analogous to the events mentioned above occurs or the Buyer reasonably apprehends that any of the events mentioned above is about to occur in relation to the Supplier and notifies the Supplier accordingly.
12. Force Majeure
12.1. In the event that either party is prevented from fulfilling its obligations under this Agreement by reason of any supervening event beyond its control including but not limited to war, national emergency, flood, earthquake, strike or lockout (subject to clause 12.2) the party shall not be deemed to be in breach of its obligations under this Agreement. The party shall immediately give notice of this to the other party and must take all reasonable steps to resume performance of its obligations. If any events or circumstances prevent the Supplier from carrying out its obligations under the Contract for a continuous period of more than 60 Business Days, the Buyer may terminate this Contract immediately by giving written notice to the Supplier
12.2. Clause 12.1 shall not apply with respect to strikes and lockouts where such action has been induced by the party so incapacitated.
13. Confidential Information
A party (receiving party) shall keep in strict confidence all technical or commercial know-how, Specifications, inventions, processes or initiatives which are disclosed to the receiving party by the other party (disclosing party), its employees, agents or subcontractors, and any other confidential information concerning the disclosing party's business, its products or its services which the receiving party may obtain. The receiving party shall only disclose such confidential information to those of its employees, agents or subcontractors who need to know the same for the purpose of discharging the receiving party's obligations under the Contract, and shall ensure that such employees, agents or subcontractors shall keep such information confidential.
14.1. Assignment and subcontracting
(a) The Buyer may at any time assign, transfer, charge, subcontract or deal in any other manner with any or all of its rights or obligations under the Contract.
(b) The Supplier may not assign, transfer, charge, subcontract or deal in any other manner with any or all of its rights or obligations under the Contract without the Buyer's prior written consent.
(a) Any notice given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) 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, recorded delivery, commercial courier or email.
(b) A notice shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 14.2(a); if sent by pre-paid first class post or recorded delivery, 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 e-mail, one Business Day after transmission.
(c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action and for the purposes of this clause, "writing" shall not include e-mail.
(a) If any court or competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.
(b) If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
14.4. Waiver. A waiver of any right or remedy under the Contract is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. 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 preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
14.5. Third party rights. A person who is not a party to the Contract shall not have any rights under or in connection with it.
14.6. Variation. Except as set out in these Conditions, any variation to the Contract, including the introduction of any additional terms and conditions, shall only be binding when agreed in writing and signed by the Buyer.
14.7. Governing law and jurisdiction. The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.
Registered Address: Volac Wilmar Feed Ingredients Limited, 50 Fishers Lane, Orwell, Hertfordshire, SG8 5QX United Kingdom. Reg. company number: 09604152 T +44 (0) 1223 208021 F +44 (0) 1223 207629 Email: email@example.com VW.CP.DC.03 Rev 1 2016-03-04