Circular&Co. T&C’s

TERMS AND CONDITIONS FOR THE SALE OF GOODS

1.    Application of Conditions

1.1    The Seller shall sell and the Buyer shall purchase the Goods in accordance with any order of the Buyer which is accepted by the Seller. These terms and Conditions are the only terms upon which the Seller will sell Goods and are deemed to be accepted by the Buyer in full on placing an order for Goods. 

2.    Interpretation

2.1    In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:

“Business Day”    means any day other than a Saturday, Sunday or bank holiday;
“Buyer”    means the person who accepts an offer of the Seller for the sale of the Goods or whose order for the Goods is accepted by the Seller;
“Contract”    means the contract for the purchase and sale of the Goods under these Terms and Conditions;
“Contract Price”    means the price stated in the Contract payable for the Goods;
“Delivery Date”    means the date on which the Goods are to be delivered as stipulated in the Buyer’s order and accepted by the Seller;
“Goods”    means the goods (including any instalment of the goods or any parts for them) which the Seller is to supply in accordance with these Terms and Conditions;
“Month”    means a calendar month; and
“Seller”    Means Ashortwalk Limited a company registered in England under registration number 06192391 and whose registered office is at Cligga Industrial Estate, Perranporth, Cornwall, TR6 0EB also trading as Circular&Co.

2.2    Unless the context otherwise requires, each reference in these Terms and Conditions to:
2.2.1    “writing”, includes a reference to any communication effected by electronic means;
2.2.2    a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
2.2.3    “these Terms and Conditions” is a reference to these Terms and Conditions and any Schedules as amended or supplemented at the relevant time;
2.2.4    a “Party” or the “Parties” refer to the parties to these Terms and Conditions.

3.    Basis of Sale

3.1    The Seller’s employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Seller in writing.  In entering into the Contract the Buyer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed.
3.2    No variation to these Conditions shall be binding unless agreed in writing between the authorised representatives of the Buyer and the Seller.
3.3    Sales literature, price lists and other documents issued by the Seller in relation to the Goods are subject to alteration without notice and do not constitute offers to sell the Goods which are capable of acceptance.  No contract for the sale of the Goods shall be binding on the Seller unless the Seller has accepted an order placed by the Buyer by whichever is the earlier of:
3.3.1    the Seller’s written acceptance;
3.3.2    delivery of the Goods; or
3.3.3    the Seller’s invoice.
3.4    Any typographical, clerical or other accidental errors or omissions in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.

4.    Orders and Specifications

4.1    No order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until confirmed in writing by the Seller’s authorised representative.
4.2    The specification for the Goods shall be that set out in the Seller’s sales documentation unless varied expressly in the Buyer’s order (if such variation(s) is/are accepted by the Seller).  The Goods will only be supplied in the minimum units stated in the Seller’s price list or in multiples of those units (if any).  Orders received for quantities other than these will be adjusted accordingly.
4.3    Illustrations, photographs or descriptions whether in catalogues, brochures, price lists or other documents issued by the Seller are intended as a guide only and shall not be binding on the Seller.
4.4    The Seller reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable safety or other statutory or regulatory requirements or, where the Goods are to be supplied to the Buyer’s specification, which do not materially affect their quality or performance.
4.5    No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in writing of the Seller on the terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Seller as a result of such cancellation.
4.6    For Branded products only:
    Please check all branded orders and formal proofs carefully to ensure that all spelling, punctuation, orientation, positioning and colouring of your logo/artwork is exactly as you would like.  The Seller will not accept any liability for any error encountered once your formal proof has been agreed by you in writing or by email and the order for the branded Goods has been placed with our printing partner(s).

5.    Price

5.1    The price of the Goods shall be the price listed on the Supplier’s website and written order form supplied to the Buyer and which remain current at the date of acceptance of the Buyer’s order, or such other price as may be agreed in writing by the Seller and the Buyer.
5.2    The Seller reserves the right, by giving written notice to the Buyer at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller (including, without limitation, any alteration of tax duties or significant increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods which are requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions, providing that any price increase arising due to increased costs of labour or materials will be limited to 5%. 
5.3    Except as otherwise stated in any price list of the Seller, and unless otherwise agreed in writing between the Buyer and the Seller, all prices are inclusive of the Seller’s charges for packaging but exclusive of delivery charges which are set out in the order form supplied to the Buyer or otherwise notified to the Buyer by the Seller.
5.4    The price is exclusive of any applicable value added tax, excise, sales taxes or levies of a similar nature which are imposed or charged by any competent fiscal authority in respect of the Goods, which the Buyer shall be additionally liable to pay to the Seller.

6.    Payment

6.1    For goods deliverable to a Buyer at a delivery address within the United Kingdom:-
6.1.1    Subject to any special terms agreed in writing between the Buyer and the Seller, the Seller shall invoice the Buyer for the price of the Goods on or at any time after despatch of the Goods. 

6.1.2     The Buyer shall pay the price of the Goods (less any discount or credit allowed by the Seller, but without any other deduction credit or set off) within 30 days of the date of the Seller’s invoice or otherwise in accordance with such credit terms as may have been agreed in writing between the Buyer and the Seller in respect of the Contract prior to despatch of the Goods.  Payment shall be made on or before the due date notwithstanding that delivery may not have taken place and/or that the property in the Goods has not passed to the Buyer.  The time for the payment of the price shall be of the essence of the Contract. Receipts for payment will be issued only upon request.

6.2        For goods deliverable to a Buyer at a delivery address outside of the United Kingdom:-
6.2.1    Subject to any special terms agreed in writing between the Buyer and the Seller, the Seller shall invoice the Buyer for the price of the Goods by proforma invoice within a reasonable time following receipt of an acceptable order from the Buyer. 

6.2.2     The Buyer shall pay the price of the Goods (less any discount or credit allowed by the Seller, but without any other deduction credit or set off) within 30 days of the date of the Seller’s invoice or otherwise in accordance with such credit terms as may have been agreed in writing between the Buyer and the Seller in respect of the Contract.  Payment shall be made on or before the due date notwithstanding that delivery may not have taken place and/or that the property in the Goods has not passed to the Buyer.  The time for the payment of the price shall be of the essence of the Contract.  Receipts for payment will be issued only upon request.

6.2.3    Upon receipt of a cleared payment by the Buyer in full for the entirety of the invoice including all charges and delivery costs the Seller shall dispatch the Buyer’s order as soon as reasonably possible.

6.3    All payments shall be made to the Seller as indicated on the form of acceptance or invoice issued by the Seller to the Buyer and all or any charges made by the bank, company or institution through whom payment for the invoice is made will be paid in full by the Buyer and must not be deducted from the payment made to the Seller.

7.    Delivery in the UK

7.1    Delivery of the Goods shall be made by the Seller to the place in the United Kingdom specified in the order form completed by the Buyer and/or the Seller’s acceptance..
7.2    The Delivery Date is approximate only and time for delivery shall not be of the essence unless previously agreed by the Seller in writing.  The Goods may be delivered by the Seller in advance of the Delivery Date upon giving reasonable notice to the Buyer.
7.3    If the Buyer fails to take delivery of the Goods or any part of them on the Delivery Date and/or fails to provide any instructions, documents, licences, consents or authorisations required to enable the Goods to be delivered on that date, the Seller shall be entitled upon giving written notice to the Buyer to store or arrange for the storage of the Goods and then notwithstanding the provisions of sub-Clause 11.1 risk in the Goods shall pass to the Buyer, delivery shall be deemed to have taken place and the Buyer shall pay to the Seller all costs and expenses including storage and insurance charges arising from such failure.

8.    Delivery Overseas

8.1    Delivery of the Goods shall take place and risk in the Goods will pass in accordance with Incoterms, where applicable, otherwise delivery of the Goods shall be made: 
8.1.1    by the Seller tendering bills or other appropriate documents of lading, or 
8.1.2    by delivering the Goods to the place specified in the Buyer’s orders, or 
8.1.3    by the Buyer’s acceptance at the location to which the Goods are to be delivered by the Seller. 
Goods despatched by post will be delivered when the Goods are accepted by the post office in the United Kingdom.
8.2    Unless otherwise agreed in writing by the Buyer and the Seller shipment and insurance of all Goods ordered F.O.B. or F.C.A. will be arranged by the Seller on behalf of the Buyer and all charges shall be paid by the Buyer.
8.3    The Seller shall endeavour to comply with the shipping instructions given by the Buyer with its order for the Goods but the Seller reserves the right to make part shipments and to ship by vessels of the Seller’s choice from any port in the United Kingdom or elsewhere.
8.4    Where the Buyer is to provide a vessel for shipment the Seller shall not be responsible for any charges resulting from failure by the Buyer to give due notice of the vessel’s time of arrival.
8.5    The Delivery Date is approximate only and time for delivery shall not be of the essence unless previously agreed by the Seller in writing.  The Goods may be delivered by the Seller in advance of the Delivery Date upon giving reasonable notice to the Buyer.  If the Seller delivers the Goods at any time after the Delivery Date the Seller shall have no liability in respect of such late delivery.
8.6    Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated.
8.7    If the Buyer fails to take delivery of the Goods or any part of them on the Delivery Date and/or fails to provide any instructions, documents, licences, consents or authorisations required to enable the goods to be delivered on that date, the Seller shall be entitled upon giving written  notice to the Buyer to store or arrange for the storage of the Goods and then notwithstanding the provision of Condition 8.1 risk in the Goods shall pass to the Buyer, delivery shall be deemed to have taken place and the Buyer shall pay to the Seller all costs and expenses including storage and insurance charges arising from such failure.
8.8    The Seller shall not be liable for any costs incurred for whatever reason after delivery of the Goods is deemed to have taken place.  Where goods are sold inclusive of any or all of the freight, handling, port or insurance charges, any increases in, or in the rates for, such charges arising after the date of the Contract and before the Goods are delivered or arising through deviation to a new port or airport necessarily or at the Buyer’s request or through any delay however caused shall be for the Buyer’s account subject to the absolute discretion of the Seller.
8.9    Port surcharges and other incidental charges are not included in the freight rate and will be for the Buyer’s account.
8.10    Import or customs duty or other official taxes or charges arising from or necessary to enable delivery of the Goods shall be for the Buyer’s account and shall be reimbursed forthwith where necessarily paid by the Seller. 

9.    Insurance

9.1    Unless otherwise expressly agreed in writing by the Buyer and the Seller, Goods sold C.I.F. will be insured from the time the Goods leave the warehouse or place of storage at the commencement of transit, throughout the ordinary course of transit and until:-
9.1.1    delivery to the Buyer’s or other final warehouse or place of storage at the destination named in the Buyer’s order;
9.1.2    delivery to any other warehouse or place of storage whether prior to delivery at the destination named in the Buyer’s order or acknowledgement or order which the Buyer may elect to use either:
9.1.2.1    for storage other than in the ordinary course of transit, or;
9.1.2.2    for allocation or distribution;
9.1.3    the expiry of 3 days after completion of discharge over side of the Goods from the overseas vessel at the final port of discharge or on the expiry of 3 days after unloading the Goods insured from an aircraft at the final place of discharge, whichever shall first occur.
9.2    Insurance on Goods sold C.I.F. shall be effected by the Seller on behalf of and in the name of the Buyer and shall be for the C.I.F. value of the Goods plus [5] per cent against all marine and marine war and other marine risks (or air, air war or other air risks where appropriate).  All special risks involved in the carriage of the Goods shall be for the Buyer’s account.  Claims are payable abroad and are to be made by the Buyer on the overseas agent of the Seller’s insurers.
9.3    All costs arising from the insurance being effected by the Buyer’s request on Goods sold other than C.I.F. shall be for the Buyer’s account.
9.4    Where the Goods are sold as Ex.Works then the Buyer is responsible for insuring the Goods as soon as they are dispatched from the Seller’s premises.
9.5    When the Goods are sold as Freight on Board the Buyer is responsible for the Goods once they have been handed to the loading company in order to board the ship. 

10.    Inspection/Shortage

10.1    The Buyer is under a duty whenever possible to inspect the Goods on delivery. 
10.2    Where the Goods cannot be examined the carrier’s note or such other note as appropriate shall be marked “not examined”.
10.3    The Seller shall be under no liability for any damage or shortages that would be apparent on reasonable careful inspection if the provisions of this Clause 10 are not complied with and, in any event, will be under no liability if a written complaint is not delivered to the Seller within 5 Business Days of delivery detailing the alleged damage or shortage.
10.4    In all cases where defects or shortages are complained of the Seller shall be under no liability in respect thereof unless an opportunity to inspect the Goods is supplied to the Seller before any use is made thereof or any alteration or modification is made thereto by the Buyer.
10.5    Subject to sub-Clauses 10.3 and 10.4, the Seller shall make good any shortage in the Goods and where appropriate replace any Goods damaged in transit as soon as it is reasonable to do so, but otherwise shall be under no liability whatsoever arising from such shortage or damage.

11.    Risk and Retention of Title

11.1    Risk of damage to or loss of the Goods shall pass to the Buyer in accordance with the relevant provision of Incoterms or where Incoterms do not for any reason apply the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods or if the Seller is unable to deliver the Goods as a result of default on the part of the Buyer, the time when the Seller has tendered or attempted delivery of the Goods.
11.2    Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Terms and Conditions, legal and beneficial title of the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Goods.
11.3    Until such time as the property in the Goods passes to the Buyer:-
11.3.1    the Buyer shall hold the Goods as the Seller’s fiduciary agent and bailee, and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Seller’s property;
11.3.2    the Buyer shall be entitled to resell or use the Goods in the ordinary course of its business, but shall account to the Seller for the proceeds of sale or otherwise of the Goods, whether tangible or intangible, including insurance proceeds, and shall keep all such proceeds separate from any moneys or property of the Buyer and third parties and in the case of tangible proceeds, properly stored, protected and insured; and
11.3.3    provided the Goods are still in existence and have not been resold, the Seller shall be entitled at any time to require the Buyer to deliver up the Goods to the Seller and, if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or any third party where the Goods are stored and repossess the Goods.
11.4    The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Seller, but if the Buyer does so all money owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.
11.5    The Buyer’s right to possession of the Goods in which the Seller maintains legal and beneficial title shall terminate if;
11.5.1    the Buyer commits or permits any material breach of his obligations under these Conditions;
11.5.2    the Buyer enters into a voluntary arrangement under Parts I or VIII of the Insolvency Act 1986, the Insolvent Partnerships Order 1994 (as amended), or any other scheme or arrangement is made with his creditors;
11.5.3    the Buyer is or becomes the subject of a bankruptcy order or takes advantage of any other statutory provision for the relief of insolvent debtors;
11.5.4    the Buyer convenes any meeting of its creditors, enters into voluntary or compulsory liquidation, has a receiver, manager, administrator or administrative receiver appointed in respect of its assets or undertaking or any part thereof, any documents are filed with the court for the appointment of an administrator in respect of the Buyer, notice of intention to appoint an administrator is given by the Buyer or any of its directors or by a qualifying floating charge-holder (as defined in paragraph 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for the winding up of the Buyer or for the granting of an administration order in respect of the Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer.

12.    Assignment

12.1    The Seller may assign the Contract or any part of it to any person, firm or company without the prior written consent of the Buyer.
12.2    The Buyer shall not be entitled to assign the Contract or any part of it without the prior written consent of the Seller.

13.    Defective Goods

13.1    If on delivery any of the Goods are defective in any material respect and either the Buyer lawfully refuses delivery of the defective Goods or, if they are signed for on delivery as “condition and contents unknown” the Buyer gives written notice of such defect to the Seller within 5 Business Days of such delivery, the Seller shall at its option:
13.1.1    replace the defective Goods within 14 Business Days of receiving the Buyer’s notice; or
13.1.2    refund to the Buyer the price for those Goods (or parts thereof, as appropriate) which are defective;
but the Seller shall have no further liability to the Buyer in respect thereof and the Buyer may not reject the Goods if delivery is not refused or notice give by the Buyer as set out above.
13.2    No Goods may be returned to the Seller without the prior agreement in writing of the Seller.  Subject thereto any Goods returned which the Seller is satisfied were supplied subject to defects of quality or condition which would not be apparent on inspection shall either be replaced free of charge or, at the Seller’s sole discretion the Seller shall refund or credit to the Buyer the price of such defective Goods but the Seller shall have no further liability to the Buyer.
13.3    The Seller shall be under no liability in respect of any defect arising from fair wear and tear, or any wilful damage, negligence, subjection to normal conditions, failure to follow the Seller’s instructions (whether given orally or in writing), misuse or alteration of the Goods without the Seller’s prior approval, or any other act or omission on the part of the Buyer, its employees or agents or any third party.
13.4    Subject as expressly provided in these Terms and Conditions, and except where the Goods are sold under a consumer sale, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
13.5    Except in respect of death or personal injury caused by the Seller’s negligence, or as expressly provided in these Terms and Conditions, the Seller shall not be liable to the Buyer by reason of any representation, or any implied warranty, condition or other term, or any duty at common law or under statute, or under the express terms of the Contract, for any direct or consequential loss or damage sustained by the Buyer (including without limitation loss of profit or indirect or special loss), costs, expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of the Seller, its servants or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Buyer.
13.6    The Buyer shall be responsible for ensuring that, except to the extent that instructions as to the use or sale of the Goods are contained in the packaging or labelling of the Goods, any use or sale of the Goods by the Buyer is in compliance with all applicable statutory requirements and that handling and sale of the Goods by the Buyer is carried out in accordance with directions given by the Seller or any competent governmental or regulatory authority and the Buyer will indemnify the Seller against any liability loss or damage which the Seller might suffer as a result of the Buyer’s failure to comply with this condition.

14.    Buyer’s Default

14.1    If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to:
14.1.1    cancel the order or suspend any further deliveries to the Buyer;
14.1.2    appropriate any payment made by the Buyer to such of the Goods (or the goods supplied under any other contract between the Buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer); and
14.1.3    charge the Buyer interest (both before and after any judgement) on the amount unpaid, at the rate of 8% per annum above [Lloyds Bank plc] base rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).
14.2    This condition applies if:
14.2.1    the Buyer fails to perform or observe any of its obligations hereunder or is otherwise in breach of the Contract;
14.2.2    the Buyer becomes subject to an administration order enters into a voluntary arrangement under Parts I or VIII of the Insolvency Act 1986 or the Insolvent Partnerships Order 1994 or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation;
14.2.3    an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer;
14.2.4    the Buyer ceases, or threatens to cease, to carry on business; or
14.2.5    the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.
14.3    If sub-Clause 15.2 applies then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer, 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.

15.    Limitation of Liability

15.1    Subject to condition 7, condition 8 and condition 13, 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:
15.1.1    any breach of these conditions;
15.1.2    any use made (including but not limited to modifications) or resale by the Buyer of any of the Goods, or of any product incorporating any of the Goods; and 
15.1.3    any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.
15.2    All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.
15.3    Nothing in these Terms and Conditions excludes or limits the liability of the Seller: 
15.3.1    for death or personal injury caused by the Seller’s negligence;
15.3.2    for any matter which it would be illegal for the Seller to exclude or attempt to exclude its liability; or
15.3.3    for fraud or fraudulent misrepresentation.
15.4    Subject to sub-Clauses 15.2 and 15.3:
15.4.1    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 Contract Price; and
15.4.2    the Seller shall not be liable to the Buyer for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.

16.    Confidentiality, Publications, Endorsements and use of Intellectual Property

16.1    The Buyer will treat as confidential the contract and all information obtained by the Buyer relating to the business and/or products of the Seller and will not use or disclose to any third party such information without the Seller’s prior written consent provided that this undertaking shall not apply to information which is in the public domain other than by reason of the Buyer’s default;
16.2    In accordance with clause 16.3 the Buyer is permitted to use any name, trademark, house mark, emblem, images, copy or symbol provided by the Seller to the Buyer and which the Seller is licensed to use or which is owned by the Seller in all printed and digital formats.
16.3    The Buyer will comply with all instructions given by and requirements of the Seller in relation to the use of any name, trademark, house mark, emblem, product image, copy or symbol which the Seller is licensed to use or which is owned by the Seller and the Buyer will provide copies of any marketing materials intended for release to the Seller prior to release.
16.4    The Buyer will use all reasonable endeavours to ensure compliance with this Clause 16 by its employees, servants and agents and will fully and effectively indemnify the Seller for any loss or damage suffered or arising from a breach of this clause 16
16.5    The provisions of this Clause 16 shall survive the termination of the Contract.

17.    Communications

17.1    All notices under these Terms and Conditions and under the Contract shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice.
17.2    Notices shall be deemed to have been duly given:
17.2.1    when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient; or
17.2.2    when sent, if transmitted by facsimile or e-mail and a successful transmission report or return receipt is generated; or
17.2.3    on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid; or
17.2.4    on the tenth business day following mailing, if mailed by airmail, postage prepaid.
17.3    All notices under this Agreement shall be addressed to the most recent address, e-mail address, or facsimile number notified to the other Party.

18.    Data Protection

18.1    All personal information that the Seller may use will be collected, processed, and held in accordance with the provisions of EU Regulation 2016/679 General Data Protection Regulation (“GDPR”) and the Buyer’s and third parties’ rights under the GDPR.
18.2    For complete details of the Seller’s collection, processing, storage, and retention of personal data including, but not limited to, the purpose(s) for which personal data is used, the legal basis or bases for using it, details of the Buyer’s and third parties’ rights and how to exercise them, and personal data sharing (where applicable), please refer to the Seller’s Privacy Notice.

19.    Buyer’s Obligations

19.1    When placing the order the Buyer must advise the Seller in writing of any special, legal, administrative or regulatory requirements applying in the territory in which the Buyer is to import, use or sell the Goods as to composition labelling distributors or sale of the Goods and the Buyer must advise the Seller immediately of any change made in such requirements.
19.2    The Buyer shall be responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination and for the payment of any duties thereon
19.3    The Buyer undertakes not to offer the Goods for resale other than at its own trading premises or through its own website and in particular not to offer the Goods for resale through any third party website (eg Amazon) or to market or promote the sale of the Goods at any trade show or through any marketing material or medium not approved in advance by the Seller, or to sell the Goods to any person if the Buyer knows or has reason to believe that that person intends to resell or market the Goods in any such manner.
19.4    The Buyer undertakes that without the prior written consent of the Seller it will not create, use or authorise any domain name, social hashtag or handle, or any other form of marketing medium, bearing the name of the Seller or the Goods, or any name similar to that of the Seller or the Goods and which might reasonably be expected to cause potential buyers of the Goods to believe they were dealing with the Seller.

20.    Force Majeure

Neither Party shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party.  Such causes include, but are not limited to: power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.

21.    Waiver

The Parties agree that no failure by either Party to enforce the performance of any provision in these Terms and Conditions or under the Contract shall constitute a waiver of the right to subsequently enforce that provision or any other provision.  Such failure shall not be deemed to be a waiver of any preceding or subsequent breach and shall not constitute a continuing waiver.

22.    Severance

The Parties agree that, in the event that one or more of the provisions of these Terms and Conditions or the Contract are found to be unlawful, invalid or otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of these Terms and Conditions (and, by extension, the Contract).  The remainder of these and the Contract shall be valid and enforceable.

23.    Third Party Rights

A person who is not a party to the Contract shall have no rights under the Contract pursuant to the Contracts (Rights of Third Parties) Act 1999.

24.    Law and Jurisdiction

24.1    These Terms and Conditions and the Contract (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.

24.2    Any dispute, controversy, proceedings or claim between the Parties relating to these Terms and Conditions or to the Contract (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.