TERMS AND CONDITIONS FOR SALE OF PRODUCTS BY MSD ANIMAL HEALTH UK LIMITED

  1. DEFINITIONS
    1.1 In these Terms and Conditions of Sale (these “Conditions”): “MSDAH” means MSD Animal Health UK Limited, registered office Walton Manor, Walton, Milton Keynes MK7 7AJ, UK and registered in England & Wales with company number: 00946942; the “Purchaser” means the person, firm or company purchasing products or materials (the “Products”) from MSDAH; each of MSDAH and the Purchaser shall be a “Party”, and together they shall be the “Parties” to these Conditions; and “Contract” means an agreement between the Purchaser and MSDAH for the purchase of the Products, of which these Conditions form part.
  1. BASIS OF CONTRACT
    2.1 A quotation for the Products given by MSDAH to the Purchaser shall not constitute an offer. Each order or acceptance of a quotation for the Products constitutes an offer by the Purchaser to MSDAH to buy the Products in accordance with these Conditions. The Purchaser is responsible for ensuring that the terms of the order are complete and accurate.
    2.2 For those Purchasers with whom MSDAH has not negotiated a bespoke agreement for the purchase of Products, unless MSDAH and Purchaser have agreed otherwise, the Contract shall comprise the following: (i) the Purchaser’s purchase order (subject to the provisions of clause 2.3); (ii) MSDAH’s written acceptance of the purchase order; (iii) MSDAH’s invoice; and (iv) these Conditions. These Conditions shall override and apply in substitution of any conflicting or amending provision contained in any other part of the Contract.
    2.3 Orders submitted to MSDAH with the Purchaser’s standard terms may be accepted on the understanding that the form is used for convenience only and that the Purchaser’s standard terms shall not apply.
    2.4 These Conditions are applicable to the sale of all MSDAH animal health Products, including poultry, aqua, ruminant, companion animal, equine, trout and pig Products.
    2.5 Effective 1st January 2021, in Great Britain MSDAH supplies ruminant, companion animal, equine, trout and pig Products directly to retail customers only.
  1. TITLE AND RISK
    3.1 Title and risk in the Products shall pass to the Purchaser on delivery in accordance with clause 6.4.
  1. PRICE AND PAYMENT
    4.1 All discount rates, prices and pack sizes are subject to alteration by MSDAH from time to time and are quoted for delivery in Great Britain, Channel Islands and the Isle of Man. All prices quoted by MSDAH are exclusive of value added tax (“VAT”).
    4.2 The price payable for the Products shall be the list price for such Products (plus any discounts applicable to the Purchaser’s order) that are in force on the date of the Purchaser’s order. MSDAH shall issue an invoice to the Purchaser (by e-mail or through the online ordering system used by the Purchaser to submit the order) following the dispatch of the relevant Products contained in each accepted order.
    4.3 Payment is due and must be received by MSDAH within the period specified on the invoice. MSDAH shall have the right to withhold supplies of the Products in the event it does not receive payment for an invoice by the due date.
    4.4 The Purchaser shall make all payments due under these Conditions in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise (except for any deduction or withholding of tax as required by law).
    4.5 Notwithstanding any other terms stated in these Conditions, MSDAH reserves the right to impose such credit limit or other payment terms as it deems fit and/or require that the Products be paid for in cleared funds before delivery.
    4.6 MSDAH may charge interest on unpaid amounts from the due date of payment of an invoice until the date of actual payment of the overdue amount, whether before or after judgment, at the annual rate of five percent (5%) above the Bank of England’s base rate from time to time, but at the annual rate of five percent (5%) for any period when such base rate is below zero percent (0%). Without prejudice to any other right or remedy of MSDAH, MSDAH shall be entitled to sue for the price of Products in case of unpaid invoices.
    4.7 Without prejudice to any other rights or remedies MSDAH may have under the Contract, if the Purchaser fails to make any payment by the due date or if an event occurs which would entitle MSDAH to terminate the Contract, MSDAH shall have the option to withhold or cancel further deliveries of Products, provided that failure on MSDAH’s part to exercise this option in respect of one or more deliveries of Products shall not affect MSDAH’s right to exercise it in respect of other deliveries of Products.
  1. SPECIFICATION ALTERATIONS
    5.1 MSDAH reserves the right to alter the specification of any Product without prior reference to the Purchaser provided that the Product complies with the written description of the Product.
  1. DESPATCH/DELIVERY
    6.1 When it is necessary for the Purchaser to do any act to enable MSDAH to despatch the Products, such act must be performed in good time to enable MSDAH to effect despatch on the agreed delivery date (or, if no such date is agreed, within seven (7) days of acceptance of the order). In the event of the Purchaser’s failure to comply with this clause 6.1, MSDAH may at its option terminate the Contract in whole or in part by giving written notice thereof to the Purchaser.
    6.2 All delivery dates are estimates only and MSDAH shall not be liable in damages for any delay in delivery. If MSDAH does not deliver within thirty (30) days of the agreed delivery date, the Purchaser may then cancel the order in whole or in part by serving written notice on MSDAH to that effect and MSDAH shall have no further liability in relation to the cancelled order.
    6.3 Products are despatched by a route at MSDAH’s discretion. Where the Purchaser requests despatch of the Products by a special method or route (and such special method or route is agreed in advance by MSDAH in writing), the Purchaser shall bear the additional cost.
    6.4 Delivery shall take place when the Products reach the delivery address designated by (or on behalf of) the Purchaser (as set out in the Purchaser’s order) or are handed over to the carrier nominated by (or on behalf of) the Purchaser (whichever shall occur first). All deliveries must be signed for by the Purchaser (or its appointed representative).
    6.5 MSDAH may deliver the Products by separate instalments and invoice each instalment separately. Each instalment shall be a separate Contract and no breach, cancellation, termination or expiry of any one Contract relating to an instalment shall entitle the Purchaser to repudiate, terminate or cancel any other Contract or instalment, provided however that MSDAH may suspend delivery of any instalment whilst payment is overdue in respect of any previous instalment.
    6.6 Subject to this clause 6.6, all returnable containers and pallets used in connection with deliveries shall remain the property of MSDAH. Unless otherwise agreed, the Purchaser shall pay any deposit charges as applicable at the time of delivery, as security for the return of such containers without discount when the invoice for the contents is paid and such deposit will only be repaid if the containers are returned at the Purchaser’s expense in good condition within six (6) months of the date of delivery, otherwise the deposit shall be forfeited to MSDAH and MSDAH shall have the right to invoice the Purchaser the replacement cost of such containers. Where no deposit is charged at the time of delivery and if the containers are not returned to MSDAH within a period of six (6) months, in good order and condition, then the Purchaser will reimburse MSDAH the replacement cost of such containers.
  1. NON-DELIVERY
    7.1 Without prejudice to any other rights or remedies MSDAH may have under the Contract and subject to clause 7.2, if following acceptance of the Purchaser’s order, MSDAH fails to deliver the Products in accordance with these Conditions, its liability shall be limited to the costs and expenses incurred by the Purchaser in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Products. MSDAH shall have no liability for any failure to deliver the Products to the extent that such failure is caused by the Purchaser’s failure to provide MSDAH with adequate delivery instructions.
    7.2 MSDAH’s obligation to supply Products under the Contract shall, at all times, be subject to the condition that MSDAH is able to obtain, or otherwise to produce for itself, a sufficient supply of the Product to sell to the Purchaser and for MSDAH’s other uses, obligations and commitments. Nothing in the Contract shall entitle the Purchaser to any priority of supply in relation to the Product as against MSDAH or any other clients or customers. In the event that the Products are in short supply, MSDAH shall notify the Purchaser, and make reasonable endeavours to allocate to the Purchaser a share of such Products as are available to MSDAH, as reasonably determined by MSDAH in its sole discretion, and the Purchaser hereby agrees that such allocation of Product will be the sole remedy available to the Purchaser in the event of a shortage.
  1. LOSS/DAMAGE/DEFECT
    8.1 MSDAH warrants that on delivery, the Products shall (i) comply with their written specifications in all material respects and (ii) with respect to veterinary medicinal products, have been manufactured in accordance with good manufacturing practice (“GMP”).
    8.2 The Purchaser shall inspect the Products immediately upon delivery. The Purchaser must notify MSDAH in writing within one (1) Business Day of delivery if the Purchaser considers that the Products do not comply with the warranty provided in clause 8.1. If no notification is made by that date, the delivery shall be deemed to be in accordance with the Contract, provided that the Purchaser may subsequently notify MSDAH in relation to Products that have a latent defect in breach of such warranty that was not discovered on any such reasonable inspection. Any such notice must specify the particular defect and the Purchaser must provide MSDAH reasonable opportunity to inspect the Products in question upon request.
    8.3 If the Products are agreed by MSDAH to be in breach of the warranty provided in clause 8.1, MSDAH shall credit the invoice value of such Products, and MSDAH shall have no further liability to the Purchaser with respect to such Products.
    8.4 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
  1. RETURNS
    9.1 Unless otherwise provided in these Conditions, Product returns are subject to MSDAH’s returns policy (as may be updated by MSDAH from time to time), a copy of which is available upon request.
  1. SUB-STANDARD/SURPLUS STOCK
    10.1 Any Products sold as sub-standard or surplus stock shall be accepted by the Purchaser in their actual state and condition, and all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded with respect to such stock.
  1. RESALE AND EXPORTS
    11.1 Purchaser must ensure that the Products are not used, resold or supplied by the Purchaser:
    a) after their expiry date; and
    b) where a Product is available only on prescription, except by or to a veterinary practice or to a person possessing a prescription for that Product.
    11.2 To ensure that MSDAH is able to meet demand for the Product within the UK, the Purchaser shall not actively or passively export, market or sell any Product in or for resale in countries which are not in the UK, or to any third party in the UK which the Purchaser knows is reasonably likely to export, market or sell the Products outside the UK.
  1. INTELLECTUAL PROPERTY
    12.1 The supply of the Products by MSDAH shall not confer any right upon the Purchaser to use any of MSDAH’s trademarks without prior written consent of MSDAH and at all times such trademarks shall remain the property of MSDAH, nor does it imply any right to use any of MSDAH’s patents or other intellectual property rights.
  1. REPRESENTATION AND WARRANTY
    13.1 The Purchaser shall not give any warranty or make any representation purportedly on behalf of MSDAH except when expressly authorised by MSDAH in writing to do so.
  1. LIABILITY AND INDEMNITY
    14.1 To the fullest extent permissible by law, MSDAH shall not, under any circumstances, be liable for any loss of revenue, business contract, sales, anticipated savings, profits, use of data or information, damage to goodwill, or any indirect or consequential loss of the Purchaser howsoever arising whether from negligence, breach of contract or otherwise. Nothing in the Contract shall limit or exclude the liability of MSDAH for:
    a) death or personal injury resulting from negligence; or
    b) fraud or fraudulent misrepresentation; or
    c) any matter which it would be illegal for MSDAH to exclude or attempt to exclude.
    14.2 The Purchaser shall indemnify MSDAH against all liabilities, costs, expenses (including legal fees and expenses), damages and losses incurred by MSDAH or its affiliates due to any third party claim made against MSDAH arising out of, or in connection with (i) any breach, negligent performance, or failure or delay in performance by the Purchaser of its obligations under the Contract and/or (ii) any failure by the Purchaser to comply with the laws and regulations that apply to the Purchaser’s use, distribution and/or sale of the Products.
    14.3 Subject to clause 14.1, MSDAH’s total liability to the Purchaser in respect of all loss or damage arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall be limited to the average total net value of: orders for Product placed, invoiced and paid by the Purchaser (including any applicable discounts and less any applicable rebates payable by MSDAH to the Purchaser in connection with such purchase order(s)) each Contract Year. For the purposes of this clause, “Contract Year” means a twelve (12) month period commencing with the date of MSDAH’s written acceptance of the Purchaser’s first purchase order for Products or any anniversary of it.
  1. FORCE MAJEURE
    15.1 MSDAH shall not be liable for any failure or delay in its performance under the Contract due to reasons beyond its reasonable control, including acts of war, acts of God, earthquake, flood, fire, disease, pandemic or epidemic, riot, acts of terrorism, civil commotion, strikes, lock-outs, trade disputes, embargo, sabotage, governmental act, non-performance by suppliers or interruption or failure of utility service. MSDAH will provide notice to the Purchaser in such circumstances.
  1. TERMINATION
    16.1 Without prejudice to any other rights or remedies MSDAH may have under the Contract or otherwise, MSDAH may, at its discretion, terminate the Contract immediately upon written notice to the Purchaser if:
    a) the Purchaser fails to make any payment by the due date or becomes bankrupt;
    b) the Purchaser passes a resolution for winding up or a court of competent jurisdiction makes an order that the Purchaser be wound up (in either case) otherwise than for the purpose of bona fide reconstruction or amalgamation;
    c) a receiver, trustee in bankruptcy, administrator, administrative receiver or similar officer is appointed over or in respect of the Purchaser’s undertaking, property or assets or any part thereof;
    d) the Purchaser makes or attempts to make any arrangement with or for the benefit of its creditors or is unable to pay its debts as they fall due;
    e) the Purchaser ceases to carry on business, in which case MSDAH shall have the option to withhold or cancel further deliveries of Products, provided that failure on MSDAH’s part to exercise this option in respect of one or more deliveries of Products shall not affect MSDAH’s right to exercise it in respect of other deliveries of Products; or
    f) there is a change of Control of the Purchaser. The Purchaser shall use its commercially reasonable endeavours to provide written notification of any proposed change of Control of the Purchaser in advance. For the purposes of this clause, the term “Control” (as used with respect to a person means): (i) direct or indirect ownership of more than fifty percent (50%) of the voting securities or other voting interest of any person (including attribution from related parties); or (ii) the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person, whether through ownership of voting securities, by contract, as a general partner, as a manager, or otherwise.
    16.2 Termination or expiry of the Contract, howsoever arising, shall not affect the accrued rights, remedies, obligations and liabilities of the Parties that have accrued as at termination or expiry, or the enforceability of any provisions of the Contract that are intended to remain in force after its termination or expiry.
    16.3 On termination or expiry of the Contract for any reason, the Purchaser shall immediately pay to MSDAH all amounts outstanding under the Contract.
  2. ADVERSE EVENT REPORTING AND RECALL
    17.1 For the purposes of this clause 17, the following definitions shall apply: “Adverse Event” means any observation in animals, whether or not considered to be veterinary medical product (“VMP”) related, that is unfavourable and unintended and that occurs after the use of the VMP (on-label and extra-label uses), including events related to suspected lack of expected efficacy, violations of approved residue limits, and transmission of infectious agents. Also included are adverse reactions in humans after exposure to a VMP and potential environmental problems arising from the use of the VMP.
    “Counterfeiting” is the unauthorised use of trademarks, trade name, other identifying mark, imprint, or device, or any likeness thereof to adulterate, falsely purport, or represent that the VMP was manufactured or distributed by the identified manufacturer or distributor.
    “Diversion” is the transfer or sale of VMP or materials outside of their intended distribution channels that result in a violation of a law or contract.
    “Medication Error” means any unintended error in the prescribing, storing, dispensing, preparing or administration of a VMP. This also includes cases where a medication error almost occurred, but did not (e.g., an animal owner reached for the wrong VMP, but realised before using it).
    “Product Complaint” means Adverse Events, Medication Errors, Product Quality Complaints, Counterfeiting, Diversion and Tampering relating to the Products.“Product Quality Complaint” means any written, electronic or oral communication that alleges a potential Product defect related to the identity, strength, quality, or purity of a VMP after it is released/distributed for use by a customer and is out of MSDAH’s control. A Product Quality Complaint may also include Counterfeiting or Tampering events.
    “Tampering” is a fraudulent and unauthorised alteration of a VMP’s quality or intended representation.
    17.2 Purchaser shall notify MSDAH of all Product Complaints within one (1) Business Day or three (3) calendar days, whichever is shorter, from the date of receipt of notice or information concerning. Such notice shall:
    a) be forwarded to MSDAH’s Technical Product Support team at vet-support.uk@msd.com or by telephone on 01908 685 685 during office hours, or alternatively, the Purchaser may visit the MSDAH website at http://www.connectgb.msd-animal-health.co.uk/s/contactus (or such other contact details as MSDAH may specify to Purchaser from time to time) (“Designated Point of Contact” or “DPOC”); and
    b) include the name, address, and telephone number of the person making the Product Complaint, the nature of the Product Complaint, and such other information as MSDAH may reasonably require.
    17.3At its discretion, MSDAH shall investigate any report of any Product Complaints. As applicable, Purchaser shall cooperate fully with and provide all reasonable and necessary information and assistance to MSDAH in connection with such investigation, including submission of complete, accurate and timely responses to requests for additional information and collection of samples of each VMP. MSDAH shall be ultimately responsible for the collection, storage and assessment of the Adverse Event and Medication Error data. MSDAH will also be responsible for conducting any follow-up relating to the Product Complaint, unless (subject to clause 17.6) the person making the product complaint does not agree with providing contact details to MSDAH.
    17.4In the event Purchaser receives from any governmental authority any communication relating to any Product Complaint, Purchaser shall, within one (1) Business Day from the date of receipt of such communication, notify MSDAH of such communication by e-mail, to the DPOC, utilising a reporting form which has been mutually agreed by both Parties. The notice shall include, in addition to the communication from the governmental authority, a written summary of any conversations between Purchaser or its representatives and the governmental authority and any other information relating to such communication. Purchaser shall notify MSDAH of such communication.
    17.5 If applicable, MSDAH shall arrange the training (or can delegate the training to Purchaser) to train its employees, agents, and consultants who are engaged in Product Complaint processing and handling for any VMP with regard to the obligations undertaken by each Party under these Conditions. MSDAH will be responsible for providing the training materials that meet its minimum standards to Purchaser. Purchaser may use its own training material if approved by MSDAH for training in advance. Purchaser shall ensure that initial training has to be completed prior to the commencement of the activities under these Conditions. Purchaser shall also ensure that all new employees, agents, and consultants engaged in handling customer feedback relating to the Products (including information received through Purchaser’s website) receive training within the first thirty (30) days of their engagement, and that annual refresher training is given to all employees, agents, and consultants engaged in such activities. Purchaser must demonstrate in writing to MSDAH that such training has been completed and meets MSDAH’s minimum standards.
    17.6 Purchaser shall obtain all consents necessary to permit MSDAH (and/or any of its and/or their contractors and/or agents) to lawfully handle and process any personal information relating to Product Complaints, including personal data relating to individual persons making a complaint or reporting the occurrence of the Product Complaint. A standard privacy statement shall be supplied to the reporter allowing distributors to include full reporter details and forward those to MSDAH. If the reporter does not agree to forwarding full details to MSDAH, minimal identifying information (i.e., first initial of first name and surname + beginning of the postcode) should be agreed upon for forwarding to MSDAH in accordance with applicable data privacy law.
    17.7 Purchaser shall retain all records relating to Product Complaints for a period of not less than seven (7) years from the date of receipt of notice or information concerning such Product Complaint. Within ten (10) days from the date of receipt of a request by MSDAH, the Purchaser will make available to MSDAH or MSDAH’s designee, for inspection and copying, the Purchaser’s records relating to each Product Complaint.
    17.8 Should Purchaser become aware of any issues relating to the Products that could result in a product recall, Purchaser will notify MSDAH in writing within twenty-four (24) hours of the discovery. In the event MSDAH or any governmental authority initiates a product recall or similar action in connection with any of the Products sold and delivered to the Purchaser, the Purchaser shall cooperate with MSDAH in implementation of such product recall. Within twenty four (24) hours from the time of receipt or knowledge of any legal requirement to conduct a product recall or similar action by a governmental authority, the Purchaser shall notify MSDAH, and MSDAH and the Purchaser shall agree on an appropriate course of action; provided that if MSDAH and the Purchaser cannot agree on a course of action, then the Purchaser shall implement the course of action as designated by MSDAH. The Parties agree that any decision to initiate such a recall shall rest solely with MSDAH, and that the Purchaser may not undertake any such action (unless expressly required to do so under applicable law and following consultation with MSDAH), without the prior express written consent of MSDAH. If such product recall or similar action is caused by the fault of the Purchaser, the Purchaser shall reimburse MSDAH for MSDAH’s reasonable expenses incurred as a result of such product recall or similar action.
  3. GENERAL PROVISIONS
    18.1 Conflicts of Interest: In its performance of the Contract, the Purchaser shall adhere to the business practices that are in accordance with the letter and spirit of applicable laws (including, but not limited to, the UK Bribery Act 2010 and the US Foreign Corrupt Practices Act 1977), and ethical principles as follows:
    a) all transactions in connection with the Contract shall be accurately reflected in the Purchaser’s records, and no funds or other assets shall be paid directly or indirectly to government officials or persons acting on their behalf or to representatives of other businesses for the purpose of influencing government decisions or actions with respect to MSDAH’s business;
    b) the Purchaser shall conduct its activities hereunder so as to avoid loss or reputational damage to MSDAH due to any real or apparent conflict of interest, and to require that all subcontractors comply with such policy in connection with the Contract; and
    c) MSDAH shall have the right to terminate the Contract, without any penalty or obligation to pay damages, as a result of any breach of this clause 18.1 by the Purchaser, its employees, agents, representatives, subcontractors or consultants.
    18.2 Data Protection: Each Party shall comply with its obligations under Data Protection Law in performing the Contract. For the purposes of these Conditions, “Data Protection Law” means applicable privacy and data protection law, including the Data Protection Act 2018.
    18.3 Notices: Any notice required to be served by either Party on the other shall be served at the addresses set on the Purchaser’s purchase order or as otherwise notified by one Party to the other. Notice shall be effective: (i) in the case of service by registered post, two (2) Business Days after the day of un-returned posting; (ii) in the case of e-mail, at the time of delivery (provided that a copy of such notice is sent by registered post, courier or personal service in accordance with this clause); or (iii) in the case of courier service (with delivery receipt) or personal service, when it is delivered. This clause 18.3 does not apply to the service of any proceedings or other documents in any legal action or other method of dispute resolution. For the purposes of these Conditions, “Business Day” means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
    18.4 Standard of Care: Each Party shall act in good faith in the performance of its respective duties and responsibilities and will not unreasonably delay or withhold the giving of consent or approval required for the other Party under the Contract. Each Party shall provide a good professional standard of care in its dealings with the other Party and its employees. Each Party shall act in accordance with all applicable law in connection with the performance of its obligations under the Contract.
    18.5 Assignment and other dealings: Neither Party may assign, subcontract or otherwise transfer any or all of its rights and obligations under the Contract without the prior written consent of the other Party, provided that MSDAH may assign, subcontract otherwise transfer any or all of its rights and obligations under the Contract to its affiliate(s) without the consent of the Purchaser. Following any such assignment, subcontracting or transfer in accordance with this clause 18.5, the terms of the Contract will be binding upon each Party’s respective successor or subcontractor(s).
    18.6 Entire Agreement: The Contract constitutes the entire agreement between the Parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each Party agrees that it has not relied on and shall have no remedies in respect of any statement, promise, assurance, representation or warranty (whether made innocently or negligently) that are not set out in the Contract. Each Party agrees that its only liability in respect of any representations or warranties that are set out in the Contract (whether made innocently or negligently) shall be for breach of contract.
    18.7 Severance: If any provision of the Contract (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of the Contract, and the validity and enforceability of the other provisions of the Contract shall not be affected. In the event that a provision is found to be unenforceable, the Parties shall substitute that provision with an enforceable provision that preserves the original intent and position of the Parties.
    18.8 Changes to the Contract: Unless otherwise agreed in writing by MSDAH, the Products are supplied by MSDAH only on these Conditions and no variation or addition to these Conditions shall have effect unless MSDAH has signed a written agreement specifically referring to those terms and agreeing that they will so apply.
    18.9 Rights of Third Parties: A person who is not a party to the Contract shall not have any rights to enforce its terms whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
    18.10 Waiver: No single or repeated waiver for any period of time by either Party of any of its rights hereunder shall prejudice its ability to enforce any other rights accrued or accruing under the Contract. A waiver of any term, provision, condition or breach of the Contract shall only be effective if given in writing and signed by the waiving Party, and then only in the instance and for the purpose for which it is given. No failure, delay or omission by either Party in exercising any right, power or remedy provided by law or under the Contract shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.
    18.11 Equitable Relief: Each Party recognises that any breach or threatened breach of these Conditions may cause the other Party irreparable harm for which damages may not be an adequate remedy. Accordingly, in addition to any other remedies and damages available to the other Party, each Party acknowledges and agrees that the other Party is entitled to the remedies of specific performance, injunction and other equitable relief without proof of special damages.
    18.12 Governing law: 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 the law of England and Wales. The Parties expressly reject any application of the United Nations Convention on Contracts for the International Sale of Goods to the Contract.
    18.13 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 the Contract or its subject matter or formation.

     Last updated on 7th July 2023