BACKGROUND

(A) The Supplier is in the business of providing logistics services in the distribution sector.

(B) The Customer wishes to obtain and the Supplier wishes to provide such services on the terms of these terms and conditions.

AGREED TERMS

1. Interpretation

The following definitions and rules of interpretation apply in these terms and conditions.

1.1 Definitions:

Applicable Laws: all applicable laws, statutes, regulations from time to time in force.

Business Day: a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Business Hours: the period from 9.00 am to 5.00 pm on any Business Day.

Change Control Procedure: the procedure for agreeing a Change as set out in clause 11 (Change control).

Change in Law: any change in any Applicable Law which impacts on the performance of the Services and which comes into force after the Commencement Date.

Charges: the sums payable for the Services as set out in Schedule 2 (Rate Card) and additionally in Schedule 1 (Scope of Work).

Commencement Date: the date of these terms and conditions.

Consents: all permissions, consents, approvals, certificates, permits, licences, agreements and authorities (whether statutory, regulatory, contractual or otherwise) necessary for the provision of the Services on the terms of these terms and conditions.

Contract: these terms and conditions, the Schedules and the Contract cover sheet;

Consignee: the person to whom the Customer instructs the Supplier to deliver a Consignment.

Consignment: any consignment of Goods that are the subject of a Delivery Instruction.

Container: any pallet, packing case, container, tanker, trailer or other item used to carry Goods.

Contract Year: a period of 12 months (or such shorter period if these terms and conditions are terminated earlier), commencing on the Commencement Date and/or each anniversary of the Commencement Date.

Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of Control shall be construed accordingly.

Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical measures: as defined in the UK Data Protection Legislation.

Customer's Intellectual Property: Intellectual Property owned by or licensed to the Customer and used on or in relation to the Goods.

Customer Materials: the documents, information, items and materials (whether owned by the Customer or a third party), which are provided by the Customer to the Supplier in connection with the Services.

Dangerous Goods: goods that are of a type that are or may become poisonous, corrosive, flammable, volatile, explosive or radioactive.

Delivery: the transfer of physical possession of a Consignment to the Consignee or to the Consignee's order.

Delivery Instruction: an order or written instruction from the Customer to the Supplier to deliver Goods to a Consignee.

Delivery Point: the location for Delivery specified in the Delivery Instruction.

Delivery Time: the time for Delivery specified in the Delivery Instruction.

Dispute Resolution Procedure: the procedure set out in these terms and conditions.

Facilities/Facility: the Supplier's warehouse at 5 Axus Close, Great North Business Park, Upper Caldecote, SG18 9GH, United Kingdom

Good Industry Practice: means using the standards, practices, methods and procedures conforming to the Applicable Laws and exercising that degree of skill and care, diligence, prudence and foresight which would reasonably and ordinarily be expected from a skilled and experienced person engaged in a similar type of undertaking under the same or similar circumstances.

Goods: goods delivered to the Supplier for storage and subsequent Delivery.

Initial Term: the period commencing on the Commencement Date and ending on the 2nd anniversary of the Commencement Date.

Insolvency Event: in respect of either party or a Subcontractor:

a) other than for the purposes of a bona fide reconstruction or amalgamation, such party passing a resolution for its winding up, or a court of competent jurisdiction making an order for it to be wound up or dissolved, or that party being otherwise dissolved;

b) the appointment of an administrator of, or the making of an administration order in relation to, either party, or the appointment of a receiver or administrative receiver of, or an encumbrancer taking possession of or selling, the whole or any part of the entity's undertaking, assets, rights or revenue;

c) that party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;

d) that party entering into an arrangement, compromise or composition in satisfaction of its debts with its creditors or any class of them, or taking steps to obtain a moratorium, or making an application to a court of competent jurisdiction for protection from its creditors;

e) that party being unable to pay its debts, or being capable of being deemed unable to pay its debts, within the meaning of section 123 of the Insolvency Act 1986; or

f) that party entering into any arrangement, compromise or composition in satisfaction of its debts with its creditors.

Intellectual Property: patents, rights to inventions, copyright and related rights, moral rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Order: an order accepted by the Customer or a person authorised to do so on its behalf for delivery of Goods to a Consignee.

Owner: the person who owns or is entitled to possession of the Goods.

Services: the warehousing, packing and carriage services to be provided by the Supplier in respect of the Goods, the scope of which is more particularly set out in Schedule 1 (Scope of Work), including services which are incidental or ancillary to such services.

Stock: the stock of Goods located at the Facilities from time to time.

Supplier's Personnel: all employees, staff, other workers, agents and consultants of the Supplier who are engaged in the provision of the Services from time to time.

Term: the period commencing on the Commencement Date and ending on the expiry of the Initial Term or, if extended pursuant to clause 2.2 , the period ending on the expiry of any extended term, or the period ending on the date on which the contract terminates in accordance with its terms.

Termination Date: the date of termination or expiry of these terms and conditions.

Termination Notice: any notice to terminate these terms and conditions which is given by either party in accordance with clause 21 (Termination).

Territory: Worldwide

UK Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive (2002/58/EC) (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.

VAT: value added tax [or any equivalent tax] chargeable in the UK [or elsewhere].

Waste: has the meaning given in section 75 of the Environmental Protection Act 1990.

1.2 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.3 The Schedules form part of these terms and conditions and shall have effect as if set out in full in the body of these terms and conditions. Any reference to these terms and conditions includes the Schedules.

1.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.5 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.

1.6 A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.

1.7 A reference to writing or written includes email.

1.8 References to clauses and Schedules are to the clauses and Schedules of these terms and conditions and references to paragraphs are to paragraphs of the relevant Schedule.

2. Commencement and duration

2.1 These terms and conditions shall commence on the Commencement Date and shall continue, unless terminated earlier by either party in accordance with clause 21 (Termination), for the Term.

2.2 If the Customer does not terminate these terms and conditions at the end of the Initial Term it shall continue until either party provides the other with 3 months written notice.

3. Services

3.1 The Customer shall appoint the Supplier, and the Supplier shall provide the Services in the Territory to the Customer on the terms of these terms and conditions and in consideration of the payment of the Charges by the Customer.

3.2 The Supplier shall deliver Consignments to addresses in the Territory.

4. Supplier's general obligations

4.1 The Supplier shall at all times:

(a) provide the Services in accordance with the specifications set out in Schedule 1 (Scope of Work);

(b) provide the Services with reasonable care and skill and in accordance with Good Industry Practice;

(c) use all reasonable endeavours to comply with all reasonable specific instructions in writing which the Customer may give to the Supplier;

(d) provide such reasonable co-operation and information in relation to the Services to such of the Customer's other suppliers as the Customer may reasonably require for the purposes of enabling any such person to create and maintain any interfaces that the Customer may reasonably require;

(e) ensure that no third party shall be able to access the Goods while in the custody or under the control of the Supplier;

(f) obtain, maintain and comply with all Consents; and

4.2 The Supplier reserves the right to deviate from any specific instructions given by the Customer, or from any stated means by which it will provide the Services, if any event or situation arises rendering the provision of the Services in that manner not commercially viable, despite the reasonable endeavours of the Supplier. The Supplier shall not be liable to the Customer for any loss arising out of any such deviation.

4.3 Online Systems & Reporting/Website

a. The Supplier will, subject to scheduled maintenance time, use its reasonable endeavours to ensure that the order Application Programme Interface (API) and system are available at all times, and will take reasonable precautions to ensure uptime is maintained, however uptime of the API/system is not guaranteed. The Customer must therefore ensure that if the API is not available, any data requests will be stored by the Customer and resubmitted later

b. While the Supplier will use its reasonable endeavours to ensure data is correctly displayed on its website, it makes no warranty whatsoever in relation to the accuracy of such data. The Supplier will not be held liable for any loss, delay or other costs resulting from decisions made by the Customer on the basis of any such data

c. The Supplier will endeavour to adhere to modern web standards as set out by the World Wide Web Consortium (W3C). It is the Customer’s responsibility to ensure that the Customer or its agents use a compatible browser, including support for, but not limited to; html, xml, css, ECMA script (javascript), canvas and PDF. The Supplier takes no responsibility and will offer no refund if the Customer is unable to access or use data or reports due to the use of incompatible software.

5. Customer's responsibilities

5.1 The Customer shall:

(a) co-operate to the extent that it is reasonable to do so with the Supplier in all matters relating to the Services;

(b) co-operate with all relevant authorities on all matters relating to the Services;

(c) provide all documents and information reasonably requested by the Supplier to enable it to provide the Services in accordance with these terms and conditions within a reasonable time of any request for such information being received;

(d) provide details of any special precautions for storage, handling or carriage of the Goods, required by the nature, weight or condition of the Goods or by any Applicable Law.

(e) act at all times in compliance with the Applicable Laws in particular in relation to the manufacture, sale, packaging and labelling of the Goods from time in force;

(f) ensure that the Goods have been appropriately tested and approved as safe for all purposes for which the Goods are intended to be used;

(g) provide the Supplier with copies of all material safety datasheets relating to the Goods;

(h) provide all necessary information to allow international clearance for Goods to be exported including but not limited to cost prices, sale prices, commodity codes; and all necessary customs requirements;

(i) ensure that the bill of lading or other agreement of carriage (i) identifies the Customer as the named consignee, in the care of the Supplier (ii) does not identify the Supplier as the consignee. If any Goods are shipped to the Supplier naming the Supplier as the consignee, the Customer shall promptly notify the carrier in writing that the Supplier is (i) the “in care of party” only and (ii) does not have any beneficial title or interest in the Goods, The Supplier may refuse to accept any Goods in breach of this provision and shall not be liable for any loss or damage to, or mis-consignment of, such Goods. Whether or not the Supplier accepts Goods shipped in breach of this section, the Customer agrees to indemnity and hold the Supplier harmless from all claims for transportation, storage, handling and other charges relating to such Goods, including surcharges, undercharges, and all other charges of any nature except those charges that the Supplier has agreed to in writing.

(j) procure that the Consignee or its appointed agent accepts Delivery in accordance with the Delivery Instruction;

(k) obtain all necessary Consents for entry of Goods into the Territory and delivery to the Supplier

(l) be responsible for any customs duties, clearance charges, taxes, brokers fees and any other amounts payable in connection with the importation and delivery of the Goods. If the Supplier receives an invoice relating to any of these costs, it will not be responsible for paying, investigating or passing the invoice onto the customer and the goods may ultimately be returned to the sender.

6. Warranties

6.1 Each party warrants that:

(a) it has full capacity and authority to enter into and to perform these terms and conditions;

(b) these terms and conditions are executed by a duly authorised representative of that party;

(c) there are no actions, suits or proceedings or regulatory investigations pending or, to that party's knowledge, threatened against or affecting that party before any court or administrative body or arbitration tribunal that might affect the ability of that party to meet and carry out its obligations under these terms and conditions;

(d) once duly executed, these terms and conditions will constitute legal, valid and binding obligations; and

6.2 The Customer warrants on an ongoing basis that:

(a) it is either the Owner or is authorised by the Owner to deal with the Goods on the terms of these terms and conditions and the applicable Order;

(b) it has supplied to the Supplier all material information relating to its requirements for the Services which has been reasonably requested by the Supplier and such information is accurate in all material respects;

(c) none of the Goods will constitute Waste or Dangerous Goods.

7. Delivery to the Supplier

7.1 The Customer shall deliver the Goods to the Facility in Containers, securely packed and labelled in compliance with any Applicable Laws and in such condition as not to cause damage or injury or the likelihood of damage or injury to the Supplier, its employees, agents or Subcontractors (and their employees) and agents or to property or to other goods stored at the Facilities.

7.2 The Supplier shall be responsible for unloading the Goods on arrival at the Facility in accordance with Schedule 1 (Scope of Work), and shall be liable for any loss or damage caused during unloading save that the Supplier shall not be liable for any loss or damage caused as a result of negligent acts of the Customer, its servants or agents in assisting with unloading or in failing to pack the Goods or Containers securely.

7.3 The Customer shall have full access to the warehouse during normal business hours and shall have the right to examine, inspect, inventory all or any of its goods on prior written notice to the Supplier. The Customer must be accompanied by an employee of the Supplier during each of these visits.

8. Storage

8.1 The Supplier shall:

(a) maintain the Facility in such manner that it remains suitable to store the Goods;

(b) store the Goods at the Facility in such a manner as to protect them from damage or deterioration;

(c) keep and maintain the Goods in good condition and, shall not dispose of or use the Goods other than in accordance with the Customer's written instructions or authorisation or otherwise as provided for in these terms and conditions;

(d) store the Goods so that they remain readily identifiable as the Customer's property; and

(e) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods.

8.2 The Supplier may use such method for the storage of the Goods as in its absolute discretion it considers appropriate.

8.3 The Goods shall remain subject to the direction of the Customer and the Supplier shall, at the Customer's cost, immediately return any Goods on demand by the Customer.

8.4 The Supplier may without liability and at the Customer's expense, destroy or otherwise dispose of any Goods which in its reasonable opinion the Supplier considers constitute Dangerous Goods. Save in cases of emergency, the Supplier shall not exercise this right without first giving the Customer a reasonable opportunity to inspect the Goods in question and, if the Customer so elects, to remove them itself.

9. Delivery Instructions

9.1 The Customer shall issue a Delivery Instruction promptly on its acceptance of an Order. The Delivery Instruction shall contain:

(a) the name and address of the Consignee or the person authorised to accept Delivery on its behalf;

(b) the Delivery Point;

(c) the Delivery Time;

(d) particulars of the Goods to be delivered; and

(e) any special requirements concerning the Delivery.

9.2 The Supplier shall raise any concerns regarding the Delivery Instruction with the Customer as soon as reasonably practical.

9.3 The Supplier shall effect Delivery of each Consignment in accordance with the applicable Delivery Instruction.

9.4 The Supplier shall pick the Goods for despatch to the Consignee from the Stock. The Supplier shall pack each Consignment neatly. The Supplier shall be responsible for providing the packaging for each Consignment and shall ensure that the packaging is clean and in good condition.

10. Delivery

11. The Supplier shall not be responsible for unloading the goods at the Delivery Point and the Goods shall be at the Customers risk. For loss, damage and delay liabilities permitted see clause 17.8 (Limitation of liability). If the Supplier deems the claim acceptable, the Supplier will log a claim with the carrier on behalf of the Customer. The Customer is to allow the Supplier reasonable time to resolve the complaint with the carrier before expecting payment in form of a credit.

11.1 Receipt of delivery by means of signature by the Consignee, or confirmation by the carrier, without complaint shall constitute prima facie evidence that the Consignment was delivered in good condition in accordance with these terms and conditions.

11.2 If the Consignee, or any appointed agent, fails to take Delivery at the Delivery Point, then the Supplier shall seek further instructions from the Customer and comply with those instructions where reasonable to do so. Except where that failure is caused by the Supplier's failure to comply with its obligations under these terms and conditions, the Supplier shall charge the Customer for the cost of retaining and storing the Consignment pending receipt of the Customer's instructions and complying with the Customer's instructions, and related costs (including insurance, if applicable) at the rate set out in these terms and conditions.

11.3 Where the Supplier continues to be unable to deliver the Consignment as instructed and is unable to obtain further instructions from the Customer within seven days, the Supplier shall be entitled, at the cost of the Customer, to sell or otherwise dispose of the Goods forming the Consignment, or part of a Consignment, following not less than 14 days' written notice to the Customer. The Supplier shall not be liable for the price obtained for the sale or disposal of the Goods constituting the Consignment.

11.4 The Supplier shall not be liable for any penalty, loss, injury, damage, costs or expenses arising from any delay in delivery or failure in delivery or performance from any cause whatsoever

12. Change control

12.1 The Supplier may change these Terms and Conditions on reasonable notice other than in the case of emergency where no notice shall be required.

12.2 The Customer must ensure that it checks the current Terms and Conditions which shall be posted on the Supplier website from time to time to ensure that it is aware of any changes.

13. Compliance and change in laws

13.1 The Supplier shall at all times act in compliance with the Applicable Laws. The Supplier shall maintain such records as are necessary pursuant to the Applicable Laws and shall promptly on request make them available for inspection by any relevant authority that is entitled to inspect them and by the Customer (or its authorised representative).

13.2 Breach of clause 12 shall constitute a material breach of these terms and conditions.

14. Charges

14.1 In consideration of the provision of the Services by the Supplier, the Customer shall pay the Charges.

14.2 Notwithstanding that the Supplier may from time to time agree to collect freight, duties, charges, dues or other expenses in respect of a Consignment from the Consignee, the Customer shall remain liable to the Supplier for any such freight, duties, charges, dues or other expenses in the event of default by the Consignee and the Supplier shall not be required to take steps to obtain payment from the Consignee other than one written request for payment.

14.3 Where the Charges are calculated on a time and materials basis:

(a) the Supplier's daily fee rates shall be as set out in Schedule 2 (Rate Card) or Schedule 1 (Scope of Work) and are calculated on the basis of an eight-hour day, worked during Business Hours or hourly rate as the case may be.

14.4 All Charges are stated exclusive of VAT which shall be paid by the Customer at the rate and from time to time in the manner prescribed by law.

14.5 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of VAT and all other taxes and duties whatsoever which shall be payable by the Customer at the applicable rate.

14.6 The Supplier shall have the right to increase its prices to the Customer as follows:

(a) with immediate effect to account for any alterations to the Services requested by the Customer after the date of the Contract, including material changes to the Goods from that agreed in the Quotation;

(b) each 1 January in line with the latest published Retail Prices Index in the previous 12 months;

(c) to take into account increases in the Supplier’s costs outside of their control (including but are not limited to costs of postal services, external couriers, pallet networks and raw materials);

(d) by giving one month’s notice in writing for any other reason. If such increase is not acceptable to the Customer, it may cancel the Contract within the notice period herein by giving the Supplier the agreed notice in writing, as per the agreed contract notice period. During this period any changes will not be in effect.

14.7 the Supplier shall be responsible for all income and sales tax liabilities in respect of its fee

14.8 the Supplier shall pay and discharge, at its expense, any and all expenses, charges, fees and taxes arising out of or incidental to the carrying out of its business with respect its employees.

15. Costs and expenses

15.1 Except as otherwise provided, the parties shall each bear their own costs and expenses incurred in respect of compliance with their obligations under these terms and conditions.

16. Invoicing and payment

16.1 The Supplier shall provide a quotation and/or tender to the Customer which shall be valid for a period of 30 days from the date of the quotation unless otherwise agreed in writing. The cost of Services shall be as set out in Schedule 2 (Rate Card) or Schedule 1 (Scope of Work) as the case may be and as amended from time to time.

16.2 The Supplier will invoice the Customer at the end of each month for Services performed during that month.

16.3 The Customer shall pay each invoice submitted to it by the Supplier immediately or where agreed with the Supplier within 30 days of receipt. All payments must be made by Direct Debit or with agreement from the Supplier by electronic bank transfer or PayPal. The Supplier may make an administrative charge and charge for any additional costs or fees incurred in processing payments. All payments must be made in Pounds Sterling.

16.4 The Customer will not be entitled to make any deduction or claim any set-off or withhold payment of any invoices.

16.5 The Supplier shall have a general and particular lien on the Goods in its possession as security for payment of all sums claimed by the Supplier from the Customer. The Charges shall continue to accrue on any Goods detained under lien. If an invoice for the Charges is not paid in full on its due date for payment, the Supplier may, without prejudice to its other rights and remedies, give notice in writing to the Customer of its intention to sell or otherwise dispose of some or all of the Goods in its possession if the amount outstanding is not paid in full within 14 days of the notice. If the amount due is not paid by the expiry of such period, the Supplier may sell or otherwise dispose of some or all of the Goods in its possession, as agent of the Customer and at the Customer's expense and risk, and shall remit the proceeds of sale or disposal of such Goods to the Customer after deduction of all amounts due to the Supplier and the expenses incurred by the Supplier for the sale or disposal of the Goods. The Supplier shall not be liable for the price obtained for the sale or disposal of the Goods.

16.6 Where the Goods are liable to perish or deteriorate, the Supplier's right to sell or otherwise dispose of the Goods shall arise immediately on any sum becoming due subject only to the Supplier taking all reasonable steps to notify the Customer of its intention to sell or otherwise dispose of the Goods before doing so.

16.7 If the Customer fails to make any payment due to the Supplier under these terms and conditions by the due date for payment, then, without limiting the Supplier's remedies under clause 21 (Termination):

(a) the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%; and

(b) the Supplier may suspend performance of part or all the Services until payment has been made in full.

17. Customer's Intellectual Property

17.1 The Supplier acknowledges that the Customer's rights to the Intellectual Property used on or in relation to the Goods are the Customer's property.

17.2 The Supplier accepts that:

(a) it is permitted to use the Customer's Intellectual Property only for the Term and for the purposes of these terms and conditions and only as authorised by the Customer under these terms and conditions;

(b) it shall not do or omit to do, or authorise any third party to do or omit to do, anything which could invalidate or be inconsistent with the rights that the Customer has in the Customer's Intellectual Property; and

17.3 The Supplier shall, at the request and expense of the Customer and on a full indemnity basis (but not otherwise), take all such steps during the Term as the Customer may reasonably require to assist the Customer in maintaining the Customer's Intellectual Property as valid and effective, or to take or defend any court or other dispute proceedings concerning intellectual property matters.

18. Limitation of liability

18.1 The Supplier has obtained insurance cover in respect of its own legal liability for individual claims. The limits and exclusions in this clause reflect the insurance cover the Supplier has been able to arrange and the Customer is responsible for making its own arrangements for the insurance of any excess loss.

18.2 The restrictions on liability in this clause apply to every liability arising under or in connection with these terms and conditions including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

18.3 Nothing in these terms and conditions limits any liability which cannot legally be limited, including liability for:

(a) death or personal injury caused by negligence;

(b) fraud or fraudulent misrepresentation; and

(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

18.4 Subject to clause 17.2 and 17.3, the Supplier's total aggregate liability:

(a) in respect of physical damage to the customer's (or third party's) property caused or arising by reason of any act or omission of the Supplier or Supplier's Personnel or Subcontractors, shall not exceed 25% of the total amount paid for the Services in the previous twelve months or £5,000 whichever is the lower for any one event or series of connected events;

(b) in respect of all other or other loss or damage, shall not exceed £5,000 (five thousand pounds)

18.5 This clause 17.5 sets out specific heads of excluded loss and exceptions from them:

(a) the types of loss listed in clause 17.5(b) are wholly excluded by the parties, but the types of loss and specific losses listed in clause 17.5(c) are not excluded;

(b) the following types of loss are wholly excluded:

(i) loss of profits;

(ii) loss of sales or business;

(iii) loss of agreements or contracts;

(iv) loss of anticipated savings;

(v) loss of use or corruption of software, data or information;

(vi) loss of or damage to goodwill; and

(vii) indirect or consequential loss.

(c) the following types of loss and specific losses are not excluded:

(i) sums paid by the Customer to the Supplier pursuant to the contract in respect of any Services not provided in accordance with the contract;

(ii) wasted expenditure;

18.6 the Supplier shall not be liable for loss or damage caused by:

(a) inherent liability due to wastage in bulk or weight, latent or inherent defect, vice or natural deterioration of the Goods; or

(b) any special handling or storage requirements in respect of the Goods not notified in writing to the Supplier by the Customer.

(c) Any agent of the Customer (including all carriers regardless of who pays the carriers charges)

18.7 The Supplier has given commitments as to compliance of the Services with relevant specifications in these terms and conditions. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from these terms and conditions.

18.8 The Supplier shall have no liability for:

(a) loss or damage to the whole or part of a Consignment unless it was sent via a tracked service and the Customer notifies the Supplier that it intends to make a claim within 14 days of Delivery to the Consignee; and

(b) delay in delivery of the whole or part of a Consignment unless it was sent via a tracked service and the Customer notifies the Supplier that it intends to make a claim within 14 days of the Delivery Time.

The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

19. Insurance

The Supplier warrants to the Customer that it will:

i. take out and maintain throughout the term of these terms and conditions adequate insurance in respect of Public Liability Insurance coverage (minimum £2,000,000 cover) with an insurance company of repute to protect themselves against any liabilities arising out of these terms and conditions.

ii. take out and maintain throughout the term of these terms and conditions, adequate Employer’s Liability Insurance coverage (minimum £10,000,000 cover) with an insurance office of repute to protect themselves against any liabilities arising out of these terms and conditions in respect of all and any third party’s they utilise to carry out the Services.

iii. take out and maintain throughout the term of these terms and conditions, adequate Contents Insurance coverage (minimum £200,000 cover) in respect of the contents of the Facility with an insurance office of repute.

The Customer warrants to the Supplier that it will:

i. take out and maintain throughout the term of these terms and conditions adequate insurance arising out of or in relation to defects (whether latent or apparent) in its products with an insurance company of repute and shall produce, at the request of the Customer, a copy of the insurance policy or policies.

20. Customer's indemnities

20.1 The Customer shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Supplier arising out of or in connection with:

(a) any claim made against the Supplier in respect of damage to property, death or personal injury arising out of or in connection with the storage, handling or carriage of any Goods which are Waste or Dangerous Goods;

(b) any claim made against the Supplier for actual or alleged infringement of a third party's Intellectual Property Rights arising out of or in connection with the storage, handling or carriage of the Goods;

(c) any claim made against the Supplier arising out of the Customer's failure to comply with any statutory or HMRC requirements, including administrative requirements, concerning the payment of tax, customs or duties in respect of any of the Goods; and

(d) any claim made against the Supplier for interference with the rights of a third party arising out of or in connection with the storage, handling or carriage of any of the Goods.

21. Data protection

21.1 Both parties will comply with all applicable requirements of the UK Data Protection Legislation. This clause 20 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the UK Data Protection Legislation.

21.2 The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the controller and the Supplier is the processor.

21.3 The Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to the Supplier for the duration and purposes of these terms and conditions.

21.4 The Supplier shall, in relation to any personal data processed in connection with the performance by the Supplier of its obligations under these terms and conditions:

(a) process that personal data only on the written instructions of the Customer unless the Supplier is required by any Applicable Law to otherwise process that personal data. Where the Supplier is relying on Applicable Law as the basis for processing personal data, the Supplier shall promptly notify the Customer of this before performing the processing required by the Applicable Law unless the Applicable Law prohibits the Supplier from so notifying the Customer;

(b) ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Customer, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);

(c) without prejudice to clause 23 (Confidentiality), ensure that all Supplier's Personnel and Subcontractors who have access to and/or process personal data are obliged to keep the personal data confidential;

(d) not transfer any personal data outside of the European Economic Area unless the prior written consent of the Customer has been obtained and the following conditions are fulfilled:

(i) the Customer or the Supplier has provided appropriate safeguards in relation to the transfer;

(ii) the data subject has enforceable rights and effective legal remedies;

(iii) the Supplier complies with its obligations under the UK Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and

(iv) the Supplier complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the personal data;

(e) assist the Customer, at the Customer's cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the UK Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

(f) notify the Customer without undue delay on becoming aware of a personal data breach;

(g) at the written direction of the Customer, delete or return personal data and copies thereof to the Customer on termination of the Contract unless required by any Applicable Law to store the personal data; and

(h) maintain complete and accurate records and information to demonstrate its compliance with this clause 20 and allow for audits of such records and information by the Customer or the Customer's designated auditor in accordance with the Contract and immediately inform the Customer if, in the opinion of the Supplier, an instruction infringes the UK Data Protection Legislation.

22. Termination

22.1 Without affecting any other right or remedy available to it, the Customer may terminate these terms and conditions with immediate effect or on the expiry of the period specified in the Termination Notice by giving written notice to the Supplier if one or more of the following circumstances occurs or exists:

(a) the Supplier is in material breach of these terms and conditions, which is irremediable;

(b) the Supplier repeatedly breaches any of the terms of these terms and conditions in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of these terms and conditions;

(c) the Supplier suffers an Insolvency Event;

(d) the Supplier's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of these terms and conditions is in jeopardy; or

22.2 Either party may terminate these terms and conditions at any time, on giving not less than one month prior written notice to the other party.

22.3 Either party may, during the continuance of any Force Majeure Event, terminate these terms and conditions by written notice to the other if a Force Majeure Event occurs that affects all or a substantial part of the Services and which continues for more than sixty Business Days.

22.4 Without affecting any other right or remedy available to it, the Supplier may terminate these terms and conditions with immediate effect or on the expiry of the period specified in the Termination Notice by giving written notice to the Customer if one or more of the following circumstances occurs or exists:

(a) the Customer fails to pay any amount due under these terms and conditions on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment;

(b) the Customer commits a material breach of any other term of these terms and conditions which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;

(c) the Customer repeatedly breaches any of the terms of these terms and conditions in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of these terms and conditions;

(d) the Customer suffers an Insolvency Event; or

(e) the Customer's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of these terms and conditions is in jeopardy.

23. Obligations on termination and survival

23.1 On the Termination Date, the Supplier shall:

(a) complete all outstanding Delivery Instructions; and

(b) promptly return to the Customer or to such other person in the Territory as the Customer shall direct, at the Customer's cost, all the Customer Materials.

23.2 If the Customer fails to take delivery of any of the Goods as required by this Contract the Supplier may, without prejudice to its other rights and remedies, give notice in writing to the Customer of its intention to sell or otherwise dispose of such Goods if the Customer does not take delivery of the Goods within 14 days or, in the case of perishable goods, within three days of the date of the notice. On the expiry of such period, the Supplier shall be entitled to sell or otherwise dispose of all or some of the Goods of which the Customer does not take delivery, as agent of the Customer and at the Customer's expense and risk, and shall remit the proceeds of sale or disposal of such Goods to the Customer after deduction of all amounts due to the Supplier from the Customer and the expenses incurred by the Supplier for the sale or disposal of the Goods. The Supplier shall not be liable for the price obtained for the sale or disposal of the Goods.

23.3 On the Termination Date, the Customer shall immediately pay any outstanding unpaid invoices and interest due to the Supplier. The Supplier shall submit invoices for any Services or items that it has supplied, but for which no invoice has been submitted, and the Customer shall pay these invoices immediately on receipt.

23.4 On the Termination Date, each party shall return to the other party all Confidential Information of the other party and erase all of the other party's Confidential Information from its computer systems (to the extent possible) and shall certify that it does not retain the other party's Confidential Information.

23.5 Termination or expiry of these terms and conditions shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the Termination Date, including the right to claim damages in respect of any breach of the Contract which existed at or before the Termination Date.

24. Confidentiality

24.1 Each party undertakes that it shall not at any time, and for a period of five years after termination of these terms and conditions, disclose to any person any Confidential Information, except as permitted by clause 23.2.

24.2 Each party may disclose the other party's Confidential Information:

(a) 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 these terms and conditions. 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; and

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

24.3 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 these terms and conditions.

25. Force majeure

25.1 Force Majeure Event means any circumstance not within a party's reasonable control including:

(a) acts of God, flood, drought, earthquake or other natural disaster;

(b) epidemic or pandemic;

(c) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;

(d) nuclear, chemical or biological contamination or sonic boom;

(e) any law or any action taken by a government or public authority, including imposing an export or import restriction, quota or prohibition[, or failing to grant a necessary licence or consent];

(f) collapse of buildings, fire, explosion or accident; [and]

(g) interruption or failure of utility service.

25.2 If a party is prevented, hindered or delayed in or from performing any of its obligations under these terms and conditions by a Force Majeure Event (Affected Party), the Affected Party shall not be in breach of these terms and conditions or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.

26. General

26.1 Entire agreement

(a) These terms and conditions, the Contract cover sheet and the Schedules, constitutes the entire Contract 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.

(b) 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 these terms and conditions. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these terms and conditions.

26.2 Variation

Subject to clause 11 (Change control), no variation of these terms and conditions shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

26.3 Severance

(a) If any provision or part-provision of these terms and conditions is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these terms and conditions.

(b) If any provision or part-provision of these terms and conditions is deemed deleted under clause 25.3(a) the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

26.4 Notices

(a) Any notice given to a party under or in connection with these terms and conditions shall be in writing and shall be:

(i) delivered by hand or by pre-paid first-class post, by pre agreed email address, or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or

(b) Any notice shall be deemed to have been received:

(i) if delivered by hand, on signature of a delivery receipt;

(ii) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service;

(iii) if delivered by email on the next working day following delivery

(c) This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

26.5 Third party rights

(a) These terms and conditions does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these terms and conditions.

26.6 Conflict

If there is an inconsistency between any of the provisions in the main body of these terms and conditions and the Schedules, the provisions of the Schedules of these terms and conditions shall prevail.

26.7 Governing law

These terms and conditions 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.

26.8 Jurisdiction

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 these terms and conditions or its subject matter or formation.