Terms and Conditions
Trade Website Terms and Conditions
www.twinings.co.uk/Trade (the “Trade Website”) and www.twinings.co.uk are sites operated by R. Twining and Company Limited (“Twinings” or “Seller”). Twinings is a company registered in England and Wales under company number 525071, with its registered office at Weston Centre, 10 Grosvenor Street, London, W1K 4QY and its main trading address is R. Twining and Company Limited, South Way, Andover, SP10 5AQ (VAT number is GB730168554). This page (together with the documents referred to on it) sets out:
2. the terms and conditions under which Twinings supply any of the Goods listed on the Trade Website shop to you (the “Terms and Conditions of Sale”), (together the “Trade Website Terms and Conditions”). Please read the Trade Website Terms and Conditions carefully before continuing to use the Trade Website or ordering any Goods (as defined in the Terms and Conditions of Sale) from the Trade Website. By using the Trade Website or ordering any Goods through the Trade Website, you agree to be bound by the Trade Website Terms and Conditions. You can print out the Trade Website Terms and Conditions by clicking on the print icon on your browser. We may revise and amend the Trade Website Terms and Conditions from time to time. Please review this page regularly to ensure you are aware of any changes made by Twinings. Your continued use of the Trade Website after changes are posted means you agree to be legally bound by the Trade Website Terms and Conditions as updated and/or amended. The Trade Website is designed to be used by trade customers only. If you wish to acquire any Goods for purposes which are outside your business purposes, please visit www.twinings.co.uk/shop or a Twinings retail shop. If you have any comments or complaints about the Trade Website or any of our products, we would very much like to hear from you. Please e-mail us at email@example.com
1. By using the Trade Website you agree to be legally bound by these terms, which shall take effect immediately on your continued use of the Trade Website. If you do not agree to be legally bound by all the following terms please do not access and/or use the Trade Website.
2. You may not copy, reproduce, republish, download, post, broadcast, transmit, make available to the public, or otherwise use the Trade Website content in any way other than for your personal reference. You also agree not to adapt, alter or create a derivative work from any of the Trade Website content. Any use of the Trade Website content for any commercial purpose or any purpose other than your personal reference requires Twinings’ prior written permission.
3. You agree to use the Trade Website only for lawful purposes in accordance with these terms, and in a way that does not infringe the rights of, restrict or inhibit anyone else's use and enjoyment of the Trade Website. Prohibited behaviour includes harassing or causing distress or inconvenience to any person, transmitting obscene or offensive content or disrupting the normal flow of dialogue within the Trade Website.
4. The Trade Website content, including the information, names, images, pictures, logos and icons regarding or relating to Twinings and/or Twinings products and services (or to third party products and services), is provided "AS IS" and on an "AS AVAILABLE" basis without any representations or any kind of warranty being made (whether express or implied by law) to the extent permitted by law, including the implied warranties of satisfactory quality, fitness for a particular purpose, non-infringement, compatibility, security and accuracy. Any new features on the Trade Website including, but not limited to, new content and new products will be subject to these terms.
5. Under no circumstances will Twinings be liable for any of the following losses or damage (whether such losses where foreseen, foreseeable, known or otherwise):
(a) loss of data;
(b) loss of revenue or anticipated profits;
(c) loss of business;
(d) loss of opportunity;
(e) loss of goodwill or injury to reputation;
(f) losses suffered by third parties; or
(g) any indirect, consequential, special or exemplary damages arising from the use of the Trade Website regardless of the form of action.
6. Twinings do not warrant that functions contained in the Trade Website content will be uninterrupted or error free, that defects will be corrected, or that the Trade Website or the server that makes it available are free of viruses or bugs.
7. The names, images and logos identifying Twinings or third parties and their products and services are subject to copyright, design rights and trademarks of Twinings and / or third parties. Nothing contained in these terms shall be construed as conferring by implication, estoppels or otherwise any licence or right to use any trademark, patent, design right or copyright of Twinings or any other third party.
8. Links on the Trade Website may lead to other websites. Twinings accepts no responsibility for the content, accuracy or function of such websites nor does Twinings endorse the contents of such websites.
9. You are solely responsible for all use of and for protecting the confidentiality of any username, email verification and password that may be given to you or selected by you for use on the Trade Website. You may not share these with or transfer them to any third parties. You must notify Twinings immediately of any unauthorised use of them or any other breach of security regarding the Trade Website that comes to your attention using the firstname.lastname@example.org e-mail address
Terms and Conditions of Sale
1.1. In these Terms and Conditions of Sale: Buyer means the company, partnership or person placing an order for Goods and “person” includes a natural person, corporate or unincorporated body (whether or not a separate legal entity). Contract means an individual contract between the Seller and the Buyer for the sale and purchase of Goods on these Terms and Conditions of Sale. Event of Force Majeure means
(i) any circumstances beyond the control of the Seller (including, but not limited to, acts of God, governmental actions, strikes or other labour disputes (whether or not relating to the Seller’s workforce), lock-outs, accidents, war or national emergency, acts of terrorism, protests, riot, civil commotion, explosion, flood, adverse weather conditions, epidemic, fire, reduction in or unavailability of power at manufacturing plant, breakdown, stoppage, slow working or reduced efficiency of plant or machinery, restraints or delays affecting carriers, shortage or unavailability of raw materials from normal sources of supply, unexpected cost increases (including in the cost of manufacture and processing or obtaining raw materials from alternative sources of supply) caused by unexpected events such as severe weather, or
(ii) the amendment or coming into force of any legal provision adversely affecting the Seller in relation to the production, import, export or sale of any Goods or any ingredients or materials for production of any Goods. Goods means the goods (or any instalment or part) the Seller agrees to sell and the Buyer agrees to purchase under the Contract. Loss(es) means any loss, claim, liability, cost, charge, penalty, expenses or damages suffered or payable whether arising directly or indirectly. Working Day means a day (other than a Saturday or Sunday) when banks generally are open for the transaction of normal banking business in London.
2. Application of These Terms and Conditions of Sale
Unless otherwise agreed in writing these Terms and Conditions of Sale are the only terms and conditions upon which the Seller is prepared to deal with the Buyer and they shall govern and are incorporated into every contract for the sale of Goods made by or on behalf of the Seller through the Trade Website. They apply to the entire exclusion of and prevail over all other terms or conditions (whether or not in conflict or inconsistent with these Terms and Conditions of Sale), including those of the Buyer or which are implied by trade custom, practice or course of dealing, and any purported provisions to the contrary are hereby excluded or extinguished.
3.1. The Goods shown on the Trade Website are a fair representation of the actual Products, although minor details may vary.
3.2. All Goods offered on the Trade Website are subject to availability. Seller shall use reasonable endeavours to identify any “out of stock” Goods on the Trade Website but shall not be liable if any Goods are incorrectly identified as being in stock.
4.1. Each order for Goods by the Buyer on the Trade Website shall be deemed to be an offer by the Buyer to buy those Goods subject to these Terms and Conditions of Sale and is subject to acceptance by the Seller. Each acceptance of an order by the Seller shall give rise to a separate Contract. The Buyer is responsible to the Seller for ensuring the accuracy and completeness of the terms of any order.
4.2. No order shall be binding on the Seller unless and until it has been accepted by the Seller. The Seller shall confirm such acceptance by sending to the Buyer an e-mail that the order has been accepted (“Order Confirmation”). The Contract will only be formed once the Order Confirmation has been sent by the Seller to the Buyer. The Seller will send an additional email (the “Dispatch Confirmation”) to notify the Buyer that Goods have been dispatched.
4.3. The Contract will relate only to those Goods whose dispatch Seller confirms in the Dispatch Confirmation. Seller shall not be obliged to supply any other Goods which may have been part of the order until the order of such Goods has been confirmed in a separate Dispatch Confirmation.
4.4. For customers who pay by purchase order orders are subject to a minimum of 40 cases. For customers who pay by credit card a minimum order quantity of 20 cases applies.
4.5. Subject to Conditions 5.7 and 15, once the Seller has accepted an order, the Buyer may not cancel the order except with the prior written agreement of the Seller and on terms that the Buyer must indemnify the Seller in full against all Losses (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses reasonably and properly incurred and unable to be mitigated by the Seller as a result of the cancellation.
5. Price and Payment
5.1. Subject to Condition 5.2, the price payable for the Products shall be the price shown on the Trade Website at the time the Buyer places an order.
5.2. A small number of the Goods on the Trade Website may be mispriced. In the event of a pricing error, the Seller reserves the right to cancel the order.
5.3. The prices shown on the Trade Website include UK VAT where applicable and, where relevant, delivery costs will be added to the total amount.
5.4. If the Buyer operates or has its seat, or if the Contract is performed (in whole or part), in a Eurozone country (as constituted at the date of the Contract) (“Affected Country”), or the Contract specifies payment be made in EUR, then the Seller may direct the Buyer to satisfy its obligations as to payment by means of payment in GBP or USD (at the Seller’s discretion) into a UK bank account in the name of the Seller, only if (a) the Affected Country exits the Eurozone; or (b) the EUR as a currency ceases to exist;
5.5. If the provisions of Condition 5.4 are triggered and the Buyer makes payment to the Seller in GBP/USD to a UK bank account, the applicable conversion rate shall be the average EUR to GBP/USD (as relevant) exchange rate reported in the Financial Times over the six (6) months ending on the date on which the events set out in Conditions 5.4(a) and 5.4(b) occurred.
5.6. Prices are liable to change at any time, but changes will not affect orders in respect of which the Seller has already sent to the Buyer an Order Confirmation.
5.7. Notwithstanding Condition 5.1 and without prejudice to Condition 15.2, the Seller reserves the right at its sole election, at any time before delivery, to increase the price of the Goods and to pass on to the Buyer any increase in the costs to the Seller of producing and/or supplying Goods including any such increases which are due to any factor beyond the control of the Seller. The Seller shall notify the Buyer of any such price increases and the Buyer shall have the right to refuse to pay such additional costs by notice in writing to the Seller, within two (2) business days of receipt of notice from the Seller of the relevant price increase under this Condition 5.7, in which case the Buyer shall be deemed to have cancelled its order for such Goods, without liability to either party. The rights of the Seller under this Condition 5.7 are in addition to any other rights the Seller may have.
6. Terms of Payment
6.1. Customers who pay by Purchase Order
6.1.1. The Seller shall be entitled to invoice the Buyer for the price of the Goods on or at any time after it has issued the Order Confirmation.
6.1.2. Payment shall not be deemed to be made until the Seller has received cleared funds in respect of the full amount stated on the order.
6.1.3. Unless otherwise agreed in advance in writing, signed by a director of the Seller, the Buyer shall pay for the Goods in GBP not later than 28 days from the date of invoice and prior to despatch of the Goods, notwithstanding that property in the Goods has not passed to the Buyer. Time for payment shall be of the essence.
6.1.4. If pursuant to the terms of the Contract the price is payable in instalments or if the Buyer has agreed to take specified quantities of Goods at specified times, any default by the Buyer in the payment of any due instalment or the failure to give delivery instructions in respect of any quantity of Goods outstanding shall cause the whole of the balance of the price to become due immediately.
6.1.5. The Buyer shall make all payments due under the Contract in full to the Seller by BACS transfer to the bank account in the UK of the Seller as notified to the Buyer and without any deduction whether by way of set-off, counterclaim, discount, or abatement.
6.2. If any of the events described in Condition 10.3 or Condition 14 occurs (or if the Seller reasonably believes that any such event is about to occur and notifies the Buyer accordingly), or if the Buyer fails to make any payment on the due date, then without prejudice to any other right or remedy available, the Seller shall be entitled to suspend any further deliveries to the Buyer (without prejudice to the Seller's right subsequently to terminate the Contract for the same cause should it so decide) until any default by the Buyer is remedied 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. The Seller may and without prejudice to any other right or claim by notice in writing terminate wholly or in part any and every order or Contract between the parties; and (both before and after any judgment), in respect of any unpaid amounts, charge interest at a rate equal to the higher of the interest rate payable on court judgments or 4% above the base rate from time to time of Barclay’s Bank plc accruing on a daily basis from the due date until payment is made.
6.3. Customers who pay by Credit Card or Paypal
6.3.1. Payments for all Goods must be made by Paypal or by the following credit or debit cards: Visa, Visa Delta, Visa Electron, MasterCard, Switch or Solo.
6.3.2. Payment shall not be deemed to be made until the Seller has received cleared funds in respect of the full amount stated on the order.
6.3.3. If any of the events described in Condition 10.3 or Condition 14 occurs (or if the Seller reasonably believes that any such event is about to occur and notifies the Buyer accordingly), or if the Buyer fails to make any payment on the due date, then without prejudice to any other right or remedy available, the Seller shall be entitled to suspend any further deliveries to the Buyer (without prejudice to the Seller's right subsequently to terminate the Contract for the same cause should it so decide) until any default by the Buyer is remedied 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. The Seller may and without prejudice to any other right or claim by notice in writing terminate wholly or in part any and every order or Contract between the parties.
7. Additional Costs
The Buyer shall indemnify the Seller on demand in respect of any Losses incurred by the Seller caused as a result of the Buyer's specifications or instructions or lack thereof, or through any failure or delay by the Buyer in taking delivery or any use or mis-use by the Buyer of any packaging in which the Goods may be supplied or through any other act, neglect or default on the part of the Buyer, its servants, agents or employees.
8. Passing of Title and Risk
8.1. Customers who pay by Purchase Order
8.1.1. Risk of any loss or damage to the Goods or other packaging or materials shall pass to the Buyer at the time of delivery. Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Terms and Conditions of Sale, ownership of the Goods shall only pass when the Seller has received in cash or cleared funds payment in full of the price of the Goods including delivery charges where applicable.
8.1.2. Until title to the Goods has passed to the Buyer, the Buyer shall:
(a) hold the Goods on a fiduciary basis as the Seller's bailee;
(b) store the Goods separately from all other goods held by the Buyer so that they remain readily identifiable as the Seller's property;
(c) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
(d) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
(e) notify the Seller immediately if it becomes subject to any of the events listed in Condition 9.3; and
(f) give the Seller such information relating to the Goods as the Seller may require from time to time. Notwithstanding the foregoing, the Buyer may resell or use the Goods as principal in the ordinary course of its business, provided that the proceeds of any such resale are received and held by the Buyer in a separate bank account as identifiable funds on trust for the Seller.
8.1.3. The Buyer’s right to possession of any Goods for which payment has not been made in full and cleared funds to the Seller shall terminate immediately if:
(i) the Buyer has a bankruptcy order made against it or makes an arrangement or composition with its creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory), or has a receiver and/or manager, administrator or administrative receiver appointed of the Buyer’s undertaking or any part thereof, or the Buyer’s credit-worthiness materially deteriorates; or documents are filed with the court for the appointment of an administrator of the Buyer’s undertaking or notice of intention to appoint an administrator is given by the Buyer or the Buyer’s directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for the winding-up of the Buyer’s undertaking or for the granting of an administration order in respect of the Buyer, or any proceedings are commenced relating to the Buyer’s insolvency or possible insolvency; or
(ii) the Buyer suffers or allows any execution, whether legal or equitable, to be levied on the Buyer’s property or to be obtained by the Buyer, or the Buyer fails to observe or perform any of the Buyer’s obligations under the Contract or any other contract between the Seller and the Buyer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Buyer ceases to trade; or
(iii) the Buyer encumbers or in any way charges any of the Goods; or
(iv) analogous proceedings or events to those specified in this Condition 9.3 are instituted or occur in relation to the Buyer elsewhere than in England and Wales ; or
(v) if the state in which the Buyer has its seat or in which the provisions of a Contract are to be effected or from which the Buyer has previously made or intends to make payment to the Supplier or in which the Supplier has previously received or intends to receive payment from the Buyer, being a state which as at the date on which the relevant order was placed had the EURO as its national currency, ceases to have the EURO as its national currency.
8.1.4. The Buyer grants to the Seller, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Buyer is in default with respect to its payment obligations to the Seller under the Contract or the Buyer’s right to possession has terminated, to recover them.
8.1.5. Where the Seller is unable to determine where any Goods are the goods in respect of which the Buyer’s right to possession has terminated, the Buyer shall be deemed to have sold all goods of the kind sold by the Seller to the Buyer in the order in which they were invoiced to the Buyer.
8.1.6. Notwithstanding the provisions of this Condition 9, the Seller shall be entitled to bring an action against the Buyer for the price of the Goods in the event of non-payment by the Buyer by the due date even though property in the goods has not passed to the Buyer and/or has the right by notice to the Buyer at any time after delivery to pass property in the Goods to the Buyer as from the date of such notice.
8.2. Customers who pay by Credit Card or Paypal Risk of any loss or damage to the Goods or other packaging or materials shall pass to the Buyer at the time of delivery. Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Terms and Conditions of Sale, ownership of the Goods shall only pass when the Seller has received in cash or cleared funds payment in full of the price of the Goods including delivery charges where applicable.
9. Conditions, Warranties and Representations
9.1. The Buyer and the Seller agree that Goods will at the time of despatch meet (in all material respects) the specifications and comply with all applicable existing UK statutory requirements.
9.2. Except as set out in these Terms and Conditions of Sale, any conditions or warranties (whether express or implied by statute or common law or arising from conduct or a previous course of dealing or trade custom or usage or otherwise) or other terms as to the quality of the Goods or their fitness for any particular purpose (even if that purpose is made known expressly or by implication to the Seller) or as to the correspondence of the Goods with any description or sample are hereby expressly excluded to the fullest extent permitted by law and no warranty is given by the Seller for the condition of the Goods after the expiration of the shelf life (if any) of the Goods. For the avoidance of doubt, the conditions implied by section 12 of the Sale of Goods Act 1979 are not excluded from the Contract.
9.3. The Buyer acknowledges and agrees that it has not entered into any Contract or placed any order in reliance on any statement or representation of any person (whether a party to this agreement or not) other than as expressly set out in these Terms and Conditions of Sale or the relevant Contract.
9.4. Without limiting the generality of the foregoing, the Buyer irrevocably and unconditionally waives any right or remedy it may have to claim damages and/or to rescind any Contract or cancel any order by reason of any misrepresentation (other than a fraudulent misrepresentation) having been made to it by any person (whether party to this agreement or not) and upon which it has relied in entering into any Contract or placing any order.
9.5. Since the Seller has granted exclusive rights to distributors in certain geographical territories and/or has reserved and may reserve exclusive rights to itself for world wide territories outside the UK and Republic of Ireland, the Buyer will not make active sales of the Goods outside the UK and/or Republic of Ireland (although nothing in these conditions is intended to prevent passive sales of the Goods by the Buyer within the European Economic Area).
10. Product Recall Procedure
10.1. The Buyer shall supply to the Seller in writing the contact name and telephone details of a person or persons who will be available 24 hours a day, every day of the year.
10.2. Either party shall notify the other party immediately upon becoming aware of:
10.2.1. any defect in the Goods delivered;
10.2.2. any material error or omission in the instructions for the use of the Goods;
10.2.3. a risk of any incident that may damage the reputation of the Seller or any of its brands; or
10.2.4. any order from a competent court or regulatory authority that the Goods are to be withdrawn from sale.
10.3. The Seller may require the Buyer at the Buyer’s own cost to:
10.3.1. recall any Goods or any finished products into which the Goods have been incorporated already sold by the Buyer to its customers (whether for a refund, credit or replacement which shall in each case be undertaken by the Buyer at the Seller's option); and/or
10.3.2. issue any notification to the Buyer’s customers about the manner of use, operation or safety of any Goods or finished products already sold by the Buyer.
10.4. The Buyer shall not carry out a product recall of any Goods without the Seller's prior written consent.
10.5. The Buyer shall not publicise in any way this Agreement, any product recall or any other related matter without the Seller’s prior written consent except where required by law.
10.6. If there is a product recall the Buyer will use its best endeavours to cooperate with the Seller to ensure a prompt and effective product recall.
10.7. The Buyer will enforce local procedures covering product recall subject to any directions received from the Seller.
10.8. The Buyer must retain all batch records and product information pertaining to the recalled Goods and make them available to the Seller within 4 hours of the Seller’s notification of the need to recall Goods and the Buyer shall advise the Seller of the location of all recalled Goods so that a reconciliation may be carried out.
10.9. The Buyer shall, on request from the Seller
10.9.1. cease delivering or otherwise selling or distributing the recalled Goods; and
10.9.2. withdraw, recall or destroy any quantity of the Goods as a result of the failure of the Goods to comply with the provisions of these Terms and Conditions of Sale, or for any other reason bearing on quality and/or safety of the Goods,
10.9.3. and the Buyer shall comply with the Seller's products withdrawal procedures as they may be revised from time to time.
10.10. If the Buyer fails to immediately withdraw, recall or destroy the Goods in accordance with the Seller’s request, then the Seller is authorised to take such action as it deems necessary to withdraw recall or destroy the Goods (at the Buyer's cost). Such action by the Seller shall not relieve the Buyer of any of its obligations hereunder.
11. Default of Buyer
If the Buyer shall be in breach of any of its obligations under the Contract then the Seller may by notice in writing suspend delivery or any further deliveries (as the case may be) of Goods until any default by the Buyer is remedied 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.
12.1. The Seller shall have the right, in any circumstances in which it is entitled to delay or suspend a delivery or any further deliveries, or to cancel any order or Contract, or suspend performance of its obligations under any Contract, to terminate by notice in writing (and without liability) to the Buyer any other order or any other contract between the Seller and the Buyer.
12.2. Save to the extent set out in Conditions 4.2 and 5.7, or as provided by the mandatory operation of law, the Buyer shall not be entitled to cancel any order or Contract, whether by reason of any act, omission or default on the part of the Seller or otherwise. Without prejudice to the foregoing, where the Buyer is entitled to cancel any order or Contract, the exercise of such right of cancellation by the Buyer shall not affect any other order or contract between the Seller and the Buyer. Termination of the Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination. Conditions which expressly or by implication survive the termination of the Contract shall continue in full force and effect.
13. Limitation of Liability
13.1. The following provisions set out the entire financial liability of the Seller (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of:
(a) any breach of a Contract; including wilful breach;
(b) any claim in connection with the Goods, their supply by the Seller, or their use or resale by the Buyer; or
(c) any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.
13.2. Nothing in these Terms and Conditions of Sale excludes or limits the liability of the Seller for:
(a) death or personal injury caused by the Seller's negligence; or
(b) any matter which it would be illegal for the Seller to exclude or attempt to exclude its liability; or
(c) fraud or fraudulent misrepresentation.
13.3. Subject to Condition 14.2, the Seller's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the price paid or payable under the Contract for the Goods which are the subject matter of any valid claim by the Buyer.
13.4. Subject to Condition 14.2, the Seller shall not be liable to the Buyer for any pure economic loss, loss of profit, loss of business, depletion of goodwill (in each case whether direct or indirect) or for any indirect or consequential loss whatsoever and howsoever caused which arise out of or in connection with the Contract.
14. Force Majure
14.1. If by reason of an Event of Force Majeure the Seller is prevented from or hindered in or delayed in manufacturing, obtaining or delivering (by normal route or means of delivery) the Goods, or if by reason of such an event the Seller can only manufacture, obtain or deliver (by normal routes or means of delivery) the Goods at an increased cost which is unacceptable to the Seller, the Seller shall (subject to Condition 15.2):
(a) not be liable to the Buyer or deemed to be in breach of the Contract by reason of any resulting delay in performing, or any failure to perform, any of the Seller’s obligations in relation to the Goods; and
(b) be entitled (without liability to the Buyer) to cancel any order or to delay delivery or to reduce the amount of Goods delivered. Where any such Event of Force Majeure continues for a period of more than 14 days, the Seller shall be entitled to terminate the Contract on notice in writing to the Buyer.
14.2. For the purposes of this Condition 15, the Buyer acknowledges and agrees that certain of the Goods that are made from specific sourced raw materials are not substitutable. Where such categories of Goods are affected by an Event of Force Majeure, the Seller shall:
(a) investigate alternative sources of supply of such Goods, but (without prejudice to Condition 5.7) shall be entitled to pass on to the Buyer any additional costs incurred by the Seller in obtaining the specific Goods from such alternative sources; and
(b) not be entitled to avail itself of the remedy at Condition 15.1(b) except to the extent that it is unable to locate an appropriate alternative source of supply. Where the Seller identifies an alternative source of supply of such specific Goods, the Seller shall notify the Buyer of the additional costs associated with the supply of such Goods before committing to acquiring them. The Buyer shall have the right to refuse to pay such additional costs by notice in writing to the Seller, within five (5) business days of receipt of notice from the Seller of additional costs under this Condition 15.2, in which case the Buyer shall be deemed to have cancelled its order for such specific Goods, without liability to either party. In the absence of the Seller notifying the Buyer as to which of its products constitute such “specific Goods” under this Condition 15.2, then this Condition shall not be deemed to apply to the Seller’s sale of Goods to the Buyer.
15. Consumer Complaints
The Buyer shall provide the Seller with details of any consumer complaints in relation to the Goods.
16.1. In accordance with the Seller’s commitment to sustainable and ethical business practices the Buyer warrants and represents that in connection with any matter arising under or pursuant to any Contract it shall
(i) protect its workers' rights, including by ensuring: safe and hygienic working conditions, freedom of association, living wages are paid, working hours are not excessive, no discrimination is practised, no harsh or inhumane treatment is allowed and no child labour is used;
(ii) ensure environmental management programmes are in place;
(iii) not offer, promise, give or receive any improper financial payment and/or other improper advantage to or from any person, customer or supplier; and
(iv) not make or offer, directly or indirectly, any payment, gift or other advantage to a public official with the intention of influencing them and obtaining or retaining an advantage in the conduct of business.
16.2. In addition, the Buyer shall:
16.2.1. comply with all applicable laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (all of the aforesaid being “Relevant Requirements”);
16.2.2. have and shall maintain in place throughout the term of this agreement its own policies and procedures, including but not limited to adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements, and will enforce them where appropriate; and
16.2.3. on request by the Seller certify to the Seller in writing signed by an officer of the Buyer, compliance with this Condition 17.2 by the Buyer and all persons associated with it. The Buyer shall provide such supporting evidence of compliance as the Seller may reasonably request; and
16.2.4. hereby warrant that neither it nor any of its group companies (being subsidiaries or affiliates) is, or is owned or controlled by, a Sanctioned Person, and that no officer, director or holder of more than 10% of the equity interests in the Buyer is a Sanctioned Person. For the purposes of this Condition, “Sanctioned Person” means any person, organisation or vessel
(i) designated on the Office of Foreign Assets Control list of Specially Designated Nationals and Blocked Persons, or an any list of targeted persons issued under the Economic Sanctions Law of any other country (including the European Union);
(ii) that is, or is part of, a government of a Sanctioned Territory;
(iii) owned or controlled by, or acting on behalf of, any of the foregoing;
(iv) located within or operating from a Sanctioned Territory; or
(v) otherwise targeted under any Economic Sanctions Law. “Economic Sanctions Law” means any economic or financial sanctions administered by OFAC, the US State Department, the United Nations, the European Union or any member state thereof; or any other national economic sanctions authority. “Sanctioned Territory” means any country or other territory subject to a general export, import, financial or investment embargo under Economic Sanctions Law.
16.3. A waiver of any right or remedy under the Contract is only effective if given in writing. Any waiver by the Seller of any breach of, or any default under, any provision of the Contract by the Buyer shall not be deemed a waiver of any subsequent breach or default and shall not affect the other terms of the Contract.
16.4. Purchases through the Trade Website will be subject to the policies and Terms and Conditions of Sale in force at the time that the order for Goods is placed, unless any change to those policies or these Terms and Conditions of Sale is required to be made by law or governmental authority (in which case it will apply to orders previously placed), or if the Seller notifies the Buyer of the change to those policies or these Terms and Conditions of Sale before the Seller has sent the Dispatch Confirmation (in which case the Seller shall have the right to assume that the Buyer has accepted the change to the Terms and Conditions of Sale, unless the Buyer notifies the Seller to the contrary within seven Working Days of receipt by the Seller of the Dispatch Confirmation).
16.5. If, in any particular case, any provision of these Terms and Conditions of Sale (or any part of any provision) shall be held to be invalid, illegal or unenforceable by any court or competent authority, or shall not apply to the Contract, that provision or part-provision shall, to the extent required, be deemed to be deleted and the other Terms and Conditions of Sale shall continue in full force and effect and will not in any way be impaired. If any provision of these Terms and Conditions of Sale is held to be invalid or unenforceable but would be valid or enforceable if some part of the provision were deleted, the provision in question will apply with the minimum modifications necessary to make it valid and enforceable.
16.6. The Seller may assign the Contract or sub-contract the whole or any part thereof. The Buyer shall not attempt to assign, transfer, charge or otherwise deal with its rights or obligations under the Contract without the prior written consent of the Seller.
16.7. The rights and remedies of the Seller under these Terms and Conditions of Sale shall be cumulative and no right or remedy of the Seller set out in these Terms and Conditions of Sale shall be deemed to be in lieu of any other right or remedy.
16.8. Nothing in these Terms and Conditions of Sale shall create or be deemed to create a partnership or joint venture or relationship of employer and employee or principal and agent between the parties and no employee of one party shall be deemed to be or become an employee of the other party.
16.9. Applicable laws require that some of the information or communications the Seller sends to the Buyer should be in writing. When using the Trade Website, the Buyer accepts that communication with the Seller will be mainly electronic. The Seller will contact the Buyer by e-mail or provide information by posting notices on the Trade Website. The Buyer acknowledges and agrees to this electronic means of communication and acknowledges that all contracts, notices, information and other communication provided by the Seller to the Buyer electronically comply with any legal requirement that such communications be in writing. This Condition does not affect the Buyer’s statutory rights.
16.10. The parties to the Contract do not intend that any term of the Contract shall be enforceable by a third party under the Contracts (Rights of Third Parties) Act 1999.
16.11. In the event of any disputes arising out of or in relation to this Contract, without prejudice to any rights either party may have (including but not limited to the right to obtain injunctive relief and any right of the Seller if it reasonably believes that the Buyer has repudiated the Contract or is in material breach), either party may request that the parties attempt to settle it first by negotiation. If the parties have not settled such dispute within 28 days of the commencement of negotiations the provisions of Condition 16.12 apply.
16.12. The Contract and any dispute or claim arising out of or in connection with it, or its subject matter or formation, whether of a contractual or non-contractual nature, shall in all respects be governed by and construed in accordance with English law and the parties irrevocably submit to the exclusive jurisdiction of the English courts, including (without limitation) in respect of any application for injunctive or ancillary relief.