Terms and Conditions

General Terms and Conditions

The following General Terms and Conditions apply and govern all Contracts with:-

T. J. Morris Limited

Registered in England and Wales with Company No 01505036, whose registered office is at: Portal Way, Axis Business Park, Gillmoss, Liverpool, L11 0JA (Customer)

These General Terms and Conditions are subdivided into:

Part (A) Terms and Conditions for the Supply of Products these terms and conditions apply to all Contracts where Products are not manufactured by a Supplier in accordance with the specification of the Customer.

Part (B) Terms and Conditions for the Manufacture of Products these terms and conditions apply to all Contracts where Products are manufactured by a Manufacturer in accordance with the specification of the Customer.

Part (A) Terms and Conditions for the Supply of Products

These Conditions are applicable for Products supplied by the Supplier and purchased by the Customer unless such Products are manufactured to the order and specification of the Customer, in which case the Terms and Conditions in Part B are applicable.

1. Definitions:

Affected Party: has the meaning given in clause 19.

Booked-In Reference: the ‘booked-in’ reference confirmation sent by the Customer to the Supplier either together with or following the Purchase Order being sent to the Supplier.

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

Code: means the Groceries Supply Code of Practice set out at Schedule 1 of The Groceries (Supply Chain Practices) Market Investigation Order 2009.

Conditions: these terms and conditions.

Confidential Information means: means all confidential information concerning the business, affairs, customers, clients or suppliers of each party or of any member of its Group, including but not limited to the existence of the Contract, information relating to either party’s operations, processes, plans, product information, pricing, costing, know-how, finding, data, designs, drawings, material, trade secrets, market opportunities, intentions, and any other information that is identified as being of a confidential or proprietary information.

Contract: means the contract between you the Supplier and us the Customer for the supply of Groceries in accordance with these Conditions, the Damaged Goods Agreement, the Product Promotions Agreement, the Pallet specification document, all relevant Purchase Orders requesting Goods and any other ancillary agreement. which is agreed in Writing between the parties.

Damaged Goods Agreement: means the written agreement entered into between the Customer and the Supplier that documents the agreed upon position reached in relation to how wastage is to be dealt with under the Contract

Delivery: means the delivery of the Products in accordance the details provided on the Purchase Orders.

Delivery Date: the date specified by the Customer to the Supplier in Writing.

Delivery Instructions: means the booking in instructions as further set out at clause 7 together with any other delivery instructions communicated by the Customer to the Supplier in Writing.

De-list has the meaning set out in the Code.

Delivery Location: the delivery location identified on the Purchase Order.

Forecast: means(where relevant) the Customer’s forecast of Products that it estimates it will Order from the Supplier.
Good Industry Practice: means the exercise of that degree and skill, care, prudence, efficiency, foresight, and timeliness as would be expected from a leading company within the manufacturing sector.

Goods: means the Groceries (including parts or parts of them) identified on the Purchase Order for purchase from the Supplier.

Groceries: has the meaning set out in the Code.

Group means: in relation to a company, any subsidiary or holding company from time to time of that company, and any subsidiary from time to time of a holding company of that company.

GSCOP Order: means the Groceries (Supply Chain Practices) Market Investigation Order 2009

Mandatory Policies: the Customer's business policies and codes of practice as amended by notification to the Supplier from time to time.

Numbers: the Order Number and Batch Number.

Order: the order for Products as detailed on the Purchase Order.

Order Number: the order number as detailed on the Purchase Order.

Pallet Specification: means the Customer’s specification for supply of Products on pallets.

Price: means the total charge for the Goods agreed in Writing by the Customer and the Supplier.

Product Recall: means a request from a manufacturer, or the Customer to return a product after the discovery of safety issues.

Purchase Order: the purchase order issued by the Customer to the Supplier in accordance with clause 3.

Reasonable Notice: has the meaning set out in the Code.

Representatives: has the meaning given in clause 15.3.

Safe Product: means a safe product that does not present any unnecessary risk to anyone when the product is used in a normal or foreseeable way (and ‘Safe Goods’ shall be construed accordingly).

Supplier: means the party named in the Purchase Order and to who it is addressed.

TJM Goods: means Goods produced by the Supplier on behalf of the Customer.

Writing: shall include email and other forms of electronic communication.

2. Basis of contract
2.1 The Customer wishes to Contract with the Supplier for the sale of Groceries supplied by the Supplier and purchased by the Customer, from time to time. These Conditions, form part of the Contract. For the avoidance of doubt, the Damaged Goods Agreement, the Product Promotions Agreement, the pallet specification document and all relevant Purchase Orders requesting Goods are expressly incorporated into the Contract between the Supplier and the Customer,
2.2 These Conditions apply to all Contracts for the supply of Products by the Supplier to the Customer where Products are not manufactured by the Supplier.
2.3 It is agreed by the parties that any terms and conditions other than these Conditions which attempt to add to or vary the Contract have no force or effect unless expressly agreed by both parties in Writing.
2.4 Where a Contract is for the supply of Groceries, the Code shall apply and be incorporated in the Contract. In the event of any conflict between the terms of a Contract and the terms of the Code, the terms of the Code shall prevail.
2.5 The Customer may from time to time vary these Conditions by giving the Supplier Reasonable Notice in Writing, and subject to the Customer’s obligations under the Code. Acceptance of such variation by the Supplier shall be evidenced by expiry of the notice and Delivery of the Products.
3. Orders
3.1 On placing an Order, the Customer shall send the Supplier the Purchase Order. The Supplier shall supply and the Customer shall Purchase such Products as set out on the Purchase Order in accordance with these Conditions.
3.2 Each Order submitted by the Customer to the Supplier constitutes an offer made by the Customer to the Supplier for the Purchase of Products.
3.3 The Supplier shall be deemed to have accepted the Purchase Order on receipt unless it gives written notice of rejection within 3 days of receipt of the Purchase Order.
3.4 The Customer may within 14 days of placing an Order amend or cancel an Order by Written notice to the Supplier.
3.5 The Customer makes no warranty as to the term of the relationship with the Supplier. For the avoidance of doubt, each Order shall form a standalone Contract between the parties.
3.6 The Supplier shall supply to the Customer, the Products in accordance with the Contract and Good Industry Practice.
4. Price
4.1 The price payable by the Customer for the Products will be that specified on the Purchase Order.
4.2 The price payable by the Customer is inclusive of the costs of packaging, handling, storage, crating, Delivery, insurances, all export licences, all applicable taxes (except VAT) and any other expenses unless stated and mutually agreed in Writing.
4.3 The currency for payment will be that specified on the Purchase Order.
4.4 Any variation to the Price must be agreed by the Customer and the Supplier in Writing.
5. Payment Terms
5.1 The Supplier shall invoice the Customer for each Order on or at any time after Delivery of the Products. All invoices should clearly quote the relevant Numbers, be itemised and contain sufficient detail to facilitate payment.
5.2 The Customer will pay to the Supplier all amounts properly invoiced pursuant to clause 5.1 in full within 30 days of delivery of the Goods or as otherwise agreed between the parties.
5.3 The Customer may, at any time, set off any liability of the other party to it against any liability it has to the other party, whether either liability is present or future, liquidated or unliquidated and whether either liability arises under the Contract or otherwise. Any exercise by the Customer of its rights under this clause 5.3 shall not affect any other rights or remedies available to it under the Contract or otherwise.
5.4 In the event the Customer in good faith disputes any invoice, the parties will work together to expeditiously resolve such dispute within thirty (30) days from the date of the invoice. Where only part of an invoice is disputed, the undisputed amount shall be paid on the due date as set out in clause 5.2. The Supplier's obligations to supply the Goods shall not be affected by any payment dispute.
5.5 If a party fails to make any payment by the due date for payment, the defaulting party shall pay interest on the overdue amount at the rate of 4% per annum above the Bank of England's base rate from time to time. Such interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. The defaulting party shall pay the interest together with the overdue amount. In relation to payments disputed in good faith, interest under this clause is payable only after the dispute is resolved, on sums found or agreed to be due, until payment.
5.6 Any amounts deemed payable by the Customer for reimbursement of any expense shall become due and payable only if approved in advance in Writing by the Customer.
6. Warranties
6.1 The Supplier warrants, represents and undertakes to the Customer that:
a) it possess the requisite skill, experience, knowledge, personnel and facilities necessary to fulfil its obligations under the Contract;
b) the Goods (including their packaging and labelling) shall conform and comply with the Order, the Contract and all applicable laws, regulatory requirements, codes of practice and guidance in force from time to time which govern the supply of Goods specifically including instructions and warnings, and the use of any mark in relation to the Product;
c) it shall maintain such Product safety accreditations and standards as the Customer may require from time to time and shall on request provide the Customer with evidence of the same.
d) it shall, upon request, provide the Customer with a copy of the Supplier’s written Product safety procedure together with any amendments or updates introduced at any time by the Supplier;
e) the Goods shall be properly packed and secured and shall comply with all applicable laws, enactments, orders, regulations and other instruments, including but not limited to The Packaging (Essential Requirements) Regulations 2015 relating to the manufacture, packing, packaging, marking, storage, handling, and delivery of the Goods;
d) The applicable Goods supplied shall comply with all applicable laws, including but not limited to governmental, legal, regulatory and professional requirements in force in the countries of manufacture and / or supply of the countries.
6.2 The Goods supplied to the Customer shall:
a) of satisfactory quality, free of defects and fit for their intended purpose (whether such purpose is implied or expressly stated in the Order or Contract)
b) be free from defects in design, material and workmanship and remain so after delivery; and comply with all applicable statutory and
c) conform strictly as to quality, quantity and comply with all applicable  laws and regulations including but not limited to product safety, data protection, medical devices, food, cosmetics, detergents, plants, firewood, consumer protection, environmental protection, advertising and all applicable good industry practice.
7. Delivery
7.1 The Customer operates a booking in procedure for all deliveries. All deliveries must be Booked in by the Supplier.
7.2 No deliveries are deemed to be booked in until the Supplier receives a Booked – In Reference from the Customer. The Customer does not guarantee that all deliveries will be processed on time.
7.3 The Supplier agrees to adhere to the Customer’s Pallet Specification, and ensure that all Goods supplied on pallets conform to the pallet type accepted into the Customer’s automated system as particularised at https://home.bargains/palletspecification.
7.4 The Goods covered under the Purchase Order will be delivered by the Supplier in accordance with the Delivery Instructions (to include delivery of the Order by the Supplier on the Delivery Date).
7.5 Delivery shall be complete on the completion of unloading of the Order at the Delivery Location.
7.6 If an Order is not delivered on the Delivery Date, then, without limiting any other right or remedy the Customer may have, the Customer may:
a) refuse to take any subsequent attempted delivery of the Order;
b) terminate the Contract with immediate effect;
c) obtain substitute Goods from another supplier and recover from the Supplier any, damages, costs and expenses reasonably incurred by the Customer in obtaining such substitute Goods; and
d) subject to clause 12, claim damages for any other costs, expenses or losses resulting from the Supplier's failure to deliver the Order on the Delivery Date, provided that the Supplier shall have no liability for any failure or delay in delivering Goods to the extent that such failure or delay is caused by the Customer's failure to comply with its obligations under the Contract.
8. Acceptance, Inspection and rejection of damaged or defective Goods
8.1 The Customer shall not be deemed to have accepted any Goods until it has had time to inspect the Goods following delivery, or as soon as reasonably practicable. In the case of a latent defect in the Goods, within a reasonable timeframe.
8.2 All Goods are subject to the Damaged Goods Agreement and the Customer’s right to inspection / rejection. If the Customer rejects any portion of the Goods due to damage, the Customer will seek to rely upon the Damaged Goods Agreement. The Supplier will be required to pay for any Goods which are damaged.
8.3 If any Goods delivered to the Customer do not comply with clause 6.2, or are otherwise not in conformity with the Contract, then, without limiting any other right or remedy that the Customer may have, the Customer may reject those Goods and:
a) require the Supplier to replace the rejected Goods at the Supplier's risk and expense within five Business Days of being requested to do so; and/or
b) claim damages for any other costs, expenses or losses resulting from the Supplier's delivery of Goods that do not conform with the terms of the Contract; and/or
c) require the Supplier to collect the rejected Goods from the Delivery Location; and/or
d) arrange for disposal of the rejected Goods and claim the costs of such disposal from the Supplier as a debt due to the Customer.
8.4 These terms and conditions shall apply to any replacement Goods supplied by the Supplier.
8.5 If the Supplier fails to promptly replace the rejected Goods in accordance with clause 8.3(a), the Customer may, without affecting its rights under clause 8.3(b), obtain substitute Goods from a third-party supplier, and the Supplier shall reimburse the Customer for the costs it incurs in doing so.
9. Production and Quality Controls
9.1 The Customer shall have the right to enter the Supplier's premises to:
a) inspect the manufacturing facilities and the equipment used by the Supplier in the manufacture of the Goods;
b) inspect and take samples of the raw materials, the packaging and the Goods;
c) inspect stock levels of raw materials and Goods; and
d) conduct related quality control inspections, reviews and Product assessments.
9.2 Inspections carried out pursuant to clause 9.1 shall be carried out during business hours on reasonable notice to the Supplier, provided that, in the event of an emergency, the Supplier shall grant the Customer immediate access to its premises. The Supplier shall provide full and complete assistance and access to the Supplier’s facilities, offices, personnel and copying of all books and records of the Supplier relating to any of the activities governed by the Contract.
9.3 The Supplier shall cooperate fully with the Customer to ensure the quality and thoroughness of the quality of inspection and audit process. If following an inspection, the Customer reasonably considers that the Goods are not or are not likely to be as warranted under clause 6, the Customer shall inform the Supplier and the Supplier shall immediately take such action as is necessary to ensure that the Goods are or will be as warranted under clause 6. The Customer shall have the right to reconduct inspections and take further samples after the Supplier has carried out its remedial actions.

10. Product recall

10.1 The Supplier shall furnish the Customer with written notification upon receipt of an Order, which shall include the name and telephone number of a representative who shall be accessible at all times around-the-clock, 365 days a year. The designated contact should possess the necessary expertise to effectively manage any product recall.
10.2 The Supplier shall at all times comply with all reasonable instructions provided by the Customer at all times in relation to the Product Recall
a) If the Customer:
is the subject of:
(i) court order; or
(ii) other directive of a governmental or regulatory authority; or
b) reasonably determinations that a Product should be recalled; then
the Supplier shall take any and all appropriate corrective action it is instructed to take by the Customer to withdraw any Goods from the market (Product Recall) and both parties shall cooperate in good faith in respect of any Product Recall and ensure that appropriate action is taken in respect of risks posed by the Product, in accordance PAS 7100:2018

10.3 In the event that such Product Recall results from any cause or event arising from defective manufacture of labelling, certification, packaging or other deficiency of the Goods by the Supplier, or any act or omission of the Supplier, the Supplier shall be responsible for all expenses of the Product Recall. For the purposes of the Contract, the expenses of the Product Recall shall include, without limitation, the expenses of the notification and destruction or return of the Recalled Product and all other Customer’s costs for Goods Recalled, legal costs. The parties shall work in good faith to communicate and issue any press releases to end-users in relation to the Product Recall, as applicable.

11. Title and risk

Subject to clause 8.1, title and risk in the Goods shall pass to the Customer on completion of delivery.

12. Indemnity
12.1 The Supplier shall keep the Customer indemnified against all liabilities, costs, expenses, damages and losses including but not limited to 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 Customer as a result of or in connection with:

a) any claim made against the Customer for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with the supply or use of the Goods, to the extent that the claim is attributable to the acts or omissions of the Supplier, its employees, agents or subcontractors;
b) any claim made against the Customer by a third party for death, personal injury or damage to property arising out of or in connection with defects in Goods, to the extent that the defects in the Goods are attributable to the acts or omissions of the Supplier, its employees, agents or subcontractors; and
c) any claim made against the Customer by a third party arising out of or in connection with the supply of the Goods, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of the Contract by the Supplier, its employees, agents or subcontractors.

12.2 In the event of any claim (or notification of intended claim) as envisaged by clause 12.1 being made then the Customer shall be entitled to:

a) stop selling the Goods which are the subject of the claim (or intended claim);
b) reject the Goods;
c) require the Supplier to collect the rejected Goods from the Delivery Location and/or the Customer’s retail outlets at which the rejected Goods are stored;
d) arrange for disposal of the rejected Goods in the event that the Supplier has not collected the rejected Goods pursuant to clause 12.2 c) a. within 14 days of the Customer requiring collection;
e) to recover from the Supplier all costs associated with the actions taken by the Customer pursuant to the forgoing provisions of this clause 12.2.

12.3 This clause 12 shall survive termination of the Contract.

13. Insurance
During performance of the Contract and for a period of one year thereafter, the Supplier shall maintain in force, with a reputable insurance company, professional indemnity insurance, product liability insurance and public liability insurance to cover the liabilities that may arise under or in connection with the Contract, and shall, on the Customer's request, produce both the insurance certificate giving details of cover and the receipt for the current year's premium in respect of each insurance.

14. Compliance with laws and policies
14.1 The Supplier shall comply and shall procure that each member of its Group comply with

a) all applicable laws and regulations including but not limited to product safety, medical devices, food, cosmetics, detergents, plants, firewood, consumer protection, environmental protection, advertising and all applicable good industry practise.
b) the Mandatory Policies.

14.2 The Supplier shall comply with its obligations arising from the General Data Protection Regulation 2016 (GDPR) and privacy laws in force from time to time to the extent that those obligations are relevant to the Contract. Each party will exercise commercially reasonable efforts not to disclose any personal data to the other party and to restrict the other party’s access to its personal data (other than in connection with its services), the receiving party will protect such personal data as required by the GDPR.
14.3 The Supplier shall ensure that the Goods are manufactured in conformity with all relevant laws including but not limited to governmental, legal, regulatory and professional requirements in force in the countries of manufacture.
14.4 In performing its obligations, the Supplier will shall comply with all of the Customer’s relevant policies, including but not limited to the Supplier’s Code of Conduct and Anti-Bribery policy.

15. Confidentiality
15.1 Each party agrees to maintain the Confidential Information in strict confidence and except to the extent expressly permitted in the Contract or otherwise consented to in writing to the other party.
15.2 Each party undertakes that it shall not at any time during the Contract and for a period of two years after termination disclose to any person any Confidential Information except as permitted by clause 15.3.
15.3 Each party may disclose the other party’s Confidential Information:

a) to its employees, officers, agents, consultants or subcontractors (“Representatives”) 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 the Contract, provided that the disclosing party informs those Representatives of the confidential nature of the Confidential Information and takes all reasonable steps to ensure that its Representatives comply with the confidentiality obligations contained in this clause 15 as though they were a party to the Contract. The disclosing party shall be responsible for its Representatives' compliance with the confidentiality obligations set out in this clause; and
b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

15.4 Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party's Confidential Information other than those expressly stated in the Contract are granted to the other party or to be implied from the Contract. In particular, all data, information, text, graphics, photos, designs, trademarks, logos or other artwork provided to the Supplier under the Contract (“Customer’s IPR’s”) are and shall remain the sole and exclusive property of the Customer. No licence is hereby granted directly or indirectly under any patent, invention, discovery, copyright or other intellectual property right held, made, obtained or licensable by either party now or in the future.
16 Termination
16.1 Subject always to the Code, the Customer may, by giving Reasonable Notice terminate any Contract or any part of any Contract without incurring any liability to the Supplier.
16.2 In the event of:

a) the Supplier being in material breach of the Contract; or
b) either party being in breach of the Contract and failing to remedy that breach (where the breach is capable of remedy) within thirty (30) days of written notice identifying specifically the breach complained of; then

the party not in breach may terminate the Contract upon giving written notice to the other following which the Contract shall cease and determine. All provisions of the Contract which are by their very nature intended to survive the expiration or termination of the Contract will survive such expiration or termination.

16.3 For the purposes of clause 16.1, material breach means a breach (including an anticipatory breach) that is serious in the widest sense of having a serious effect on the benefit which the terminating party would otherwise derive from:

a) a substantial portion of the Contract; or
b) any of the obligations set out in clause 6

In deciding whether any breach is material no regard shall be had to whether it occurs by some accident, mishap, mistake or misunderstanding.
16.4 Termination of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach which existed at or before the date of termination.

17. Dispute
17.1 If a dispute arises out of or in connection with the Contract, the party raising any dispute shall first serve written notification to the other party, setting out its nature and full particulars. The parties will make good faith efforts to first resolve any dispute in connection with the Contract. Within thirty (30) days of the service of such notice no meeting has taken place, or the dispute has not been resolved, either party shall be entitled to refer the dispute to the courts in accordance with this clause 17.
17.2 Where the Code applies, any dispute will be exclusively dealt with in accordance with the dispute resolution scheme in Article 11 of the GSCOP Order.

Notices

Any notice given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, or sent by pre-paid first-class post or other next working day delivery service, commercial courier or email (hard copy post). A notice shall be deemed to have been received: if delivered personally, when left at its registered address, if sent by pre-paid first-class post or other next day delivery service, at 9.00am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed, or if sent by email, one Business Day after transmission.

Force majeure
Neither party shall be in breach of the Contract, nor liable for delay in performing, or failure to perform any of its obligations under the Contract, if such failure is caused by acts such as, but not limited to, acts of God, explosion, war, terrorist attacks (Force Majeure Event). If the Force Majeure Event prevents, hinders or delays performance of any of its obligations under the Contract for a continuous period of more than 4 weeks (Affected Party), the party not affected by the Force Majeure Event may terminate the Contract by giving three months’ written notice to the Affected party.

Assignment
The Customer shall not assign or transfer the Contract or any benefit hereunder without the written consent of the Supplier.

Governing law
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 shall be governed by and construed in accordance with the law of England and Wales.

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.
The Customer's Mandatory Policies:

Modern Slavery Policy.
Hospitality and Gifts Policy.
Anti-bribery Policy.
Data Protection Policy.
Supplier’s Code of Conduct.

Part (B) General Terms and Conditions for the Manufacture of Goods

The Conditions in this Part (B) apply to all Contracts entered into for Goods to be manufactured to the order and specification of the Customer and for those Goods to be supplied to and purchased by the Customer (in which case the Conditions in Part (A) shall not be applicable).

1. Definitions:

Account Manager: means the account manager who is responsible for coordinating all matters related to the Contract.

Affected Party: has the meaning given in clause 25.

Booked-In Reference: the ‘booked-in’ reference confirmation sent by the Customer to the Manufacturer either together with or following the Purchase Order being sent to the Manufacturer.

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

Code: means the Groceries Supply Code of Practice set out at Schedule 1 of the Groceries (Supply Chain Practices) Market Investigation Order 2009.

Conditions: these terms and conditions.

Confidential Information means: means all confidential information concerning the business, affairs, customers, clients or manufacturers of each party or of any member of its Group, including but not limited to the existence of the Contract, information relating to either party’s operations, processes, plans, product information, pricing, costing, know-how, finding, data, designs, drawings, material, trade secrets, market opportunities, intentions, and any other information that is identified as being of a confidential or proprietary information.

Contract: means the contract between you the Manufacturer and us the Customer for the supply and/or manufacture of Goods in accordance with these Conditions, the Damaged Goods Agreement, the Product Promotions Agreement, the Pallet Specification Document, all relevant Purchase Orders requesting Goods and any other terms agreed in Writing between the Parties.

Damaged Goods Agreement: means the written agreement entered into between the Customer and the Manufacturer or the policy otherwise notified in Writing by the Customer to the Manufacturer detailing the Customer’s requirements for damaged goods.

Delivery Date: the delivery date specified by the Customer to the Manufacturer in Writing.

Delivery: means the delivery of the Goods in accordance with the details provided on the Purchase Order or other agreed Written instructions from the Customer.

De-list has the meaning set out in the Code

Delivery Documentation: means the invoice, the packing list and the original bill of lading.

Delivery Location: the delivery location specified on the Purchase Order.

Forecast: means (where relevant) the Customer’s forecast of Goods that it estimates it will Order from the Manufacturer.

Good Industry Practice: means the exercise of that degree and skill, care, prudence, efficiency, foresight, and timeliness as would be expected from a leading company within the manufacturing sector.

Groceries: has the meaning set out in the Code.

Group means: in relation to a Company, any subsidiary or holding company from time to time of that company, and any subsidiary from time to time of a holding company of that company.

GSCOP Order means the Groceries (Supply Chain Practices) Market Investigation Order 2009

Improvement: any improvement, development, enhancement, modification or derivative of the Product, or its design or manufacturing process, which would make the Goods cheaper, more effective, more useful or more valuable, or would in any other way render the Goods more commercially competitive.

IPRs: patents, utility models, rights to inventions, copyright and neighbouring and related rights, trade marks, business names and domain names, rights in get-up and trade dress, 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, any rights and all similar or equivalent rights or forms of protection that subsist or will subsist now or in the future in any part of the world.

Mandatory Policies: the Customer's business policies and codes as amended by notification to the Manufacturer from time to time.

Manufacturer: means the party named in the Purchase Order and to who it is addressed.

Numbers:The Order Number, and Batch Number.

Order: the order for Goods detailed on the Purchase Order.

Order Number: the order number detailed on the Purchase Order.

Pallet Specification: means the Customer’s specification for the supply of Goods on pallets.

Payment Procedure: the payment procedure notified by the Customer to the Manufacturer in Writing.

Goods: the Goods ordered by and to be supplied to the Customer.

Purchase Order:means the purchase order issued by the Customer to the Manufacturer in accordance with clause 4.

Reasonable Notice: has the meaning set out in the Code

Representatives: has the meaning given in clause 21.3.

Safe Product: means a safe product that does not present any unnecessary risk to anyone when the product is used in a normal or foreseeable way (and ‘Safe Goods’ shall be construed accordingly).

Shipping Agent: means the designated agency responsible for coordinating shipments on behalf of the Customer.

Ship Date: means the requested ship date as detailed on the Purchase Order.

Specification: the specification agreed in Writing between the Customer and the Supplier which sets out the Customer’s business requirements.

Writing: shall include email and other forms of electronic communication.

2. Basis of contract

2.1 The Manufacturer is in the business of manufacturing and has the facilities and resources to manufacture the Goods. The Customer wishes to Contract with the Manufacturer to manufacture the Goods for purchase by the Customer from time to time. These Conditions, form part of the Contract. For the avoidance of doubt, the Damaged Goods Agreement, the Goods Promotions Agreement, the pallet specification document, and all relevant Purchase Orders requesting Goods are expressly incorporated into the Contract between the Manufacturer and the Customer.

2.2 These Conditions apply to all Contracts for the supply of Goods by the Manufacturer.

2.3 It is agreed by the parties that any terms and conditions other than the Contract which attempt to add or vary the Contract have no force or effect unless expressly agreed by both parties in Writing.

2.4 Where a Contract is for the supply of Groceries, the Code shall apply and be incorporated into the Contract. In the event of any conflict between the terms of a Contract and the terms of the Code, the terms of the Code shall prevail.

2.5 the Customer may from time to time vary these Conditions by giving the Manufacturer Reasonable Notice in Writing, and subject to the Customer’s obligations under the Code. Acceptance of such variation by the Manufacturer shall be evidenced by expiry of the notice and Delivery of the Goods.

3. Pre-production sample

3.1 The Manufacturer agrees to manufacture the Goods in accordance with the Specification.

3.2 The Manufacturer shall as soon as practicable submit to the Customer for approval of a pre-production sample of the Product.

3.3 The Manufacturer shall not commence large scale production of the Goods until the Customer has communicated its Written approval of the sample to the Manufacturer (such approval not to be unreasonably withheld or delayed).

3.4 The Customer's Written approval of the sample, subject to the sample complying with all applicable laws, constitutes confirmation that the Goods manufactured in conformity with the sample comply with the Specification.

4. Orders

4.1 On placing an Order, the Customer shall send the Manufacturer the Purchase Order.

4.2 Each Order submitted by the Customer to the Manufacturer constitutes an offer made by the Customer to the Manufacturer for the purchase of the Goods.

4.3 The Manufacturer shall be deemed to have accepted the Purchase Order on receipt unless it gives Written notice of rejection within 3 days of the receipt of the Purchase Order.

4.4 The Customer may within 14 days of placing an Order amend or cancel an Order by Written notice to the Manufacturer. If the Customer amends or cancels an Order after 14 days have elapsed, its liability to the Manufacturer shall be limited to payment to the Manufacturer of all costs reasonably incurred by the Manufacturer in fulfilling the Order up until the date of receipt of the notice of amendment or cancellation in Writing, except that the Customer shall have no liability to the Manufacturer where the amendment or cancellation results from the Manufacturer’s failure to comply with its obligations under the Contract. The Manufacturer may, at its sole discretion accept amendments to an Order after the 14-day period referred to.

4.5 The Manufacturer shall manufacture and supply Goods in accordance with the Contract and Good Industry Practice.

4.6 the Customer makes no warranty as to the term of the relationship with the Manufacturer. For the avoidance of doubt, each Order shall form a standalone Contract between the parties.

5. Manufacture of Goods

5.1 The Manufacturer shall manufacture the Goods for purchase by the Customer in accordance with the pre-production sample produced by the Manufacturer. Goods manufactured under these Conditions shall only be manufactured and sold for the account of the Customer and may not be offered for sale, sold, transferred, distributed, shipped or disposed of in anyway without prior Written instruction, direction and authorisation of the Customer. Violation of this provision is a material breach, for the purposes of clause 22.2.

5.2 The Manufacturer shall not subcontract the manufacture of Goods without the Customer’s prior Written consent. Violation of this provision is a material breach, for the purposes of clause 22.2.

6. Contract Management

6.1 The Manufacturer and the Customer each undertake to co-operate with each other, and to provide on reasonable notice, such information as the other party may reasonably request for the proper performance of its obligations under the Contract.

6.2 All communications relating to the Contract shall be sent to the Account Managers.

6.3 The Account Managers shall liaise at least once every month for discussing the manufacture, development and testing of the Goods and any issues that have arisen or any other appropriate matters.

6.4 The Manufacturer shall promptly notify the Account Managers of any issues arising during the manufacturing process.

7. Warranties

7.1 The Manufacturer warrants, represents and undertakes to the Customer that:

(a) it possess the requisite skill, expertise, knowledge, personnel and facilities, resources and stocks of Goods to enable to meet its obligations under the Contract.

(b) the Goods (including their packaging and labelling) shall conform and comply with the Order, the Contract and all applicable laws, regulatory requirements, codes of practice and guidance in force from time to time which govern the supply and manufacture of Goods.

(c) it shall manufacture and supply the Goods in accordance with Good Industry Practice and all essential safety requirements as set out in all UK regulations, specifically including instructions and warnings and the use of any mark in relation to the Goods.

(d) it shall carry out a risk assessment to ensure that the Goods are Safe Goods and maintain such Product safety accreditations and standards as the Customer may require from time to time and shall on request provide the Customer with evidence of the same.

(e) it shall, upon request, provide the Customer with a copy of the Manufacturer’s written Product safety procedure together with any amendments or updates introduced at any time by the Manufacturer.

(f) The Goods supplied to the Customer under the Contract shall:

(i) conform to the Specification;

(ii) be of satisfactory quality, free from defects and fit for their intended purpose (whether such purpose is implied or expressly stated in the Order or Contract)

(iii) be free from defects in design, material and workmanship and remain so after Delivery;

(iv) conform strictly as to quality, quantity and comply with all applicable laws and regulations; including but not limited to Product safety, data protection, medical devices, food, cosmetics,, detergents, plants, firewood, consumer protection, environmental protection, advertising and all applicable good industry standards.

7.2 The Manufacturer shall obtain and maintain in force all licences (including export licences), permissions, authorisations, consents and permits needed to manufacture and supply the Products in accordance with the Contract.

7.3 The Manufacturer shall test the Products in accordance with all applicable laws, UK standards and good industry practise standards and in line with the customers’ Specification and liaise with the Customer’s relevant buyer and/or technologist to determine which tests (if any) are deemed applicable to the Products.

8. Production and Quality Controls

8.1 The Customer (or the Customer’s representative) may, from time to time, have the right to enter the Manufacturer’s premises to:

(a) inspect the manufacturing facilities and the equipment used by the Manufacturer in the manufacture of the Goods; and

(b) conduct related quality control inspections, reviews and Product risk assessments and

8.2 The Manufacturer shall ensure that it has an effective quality and safety assurance programme in place, including appropriate internal controls, checks and processes to monitor product safety.

8.3 The Manufacturer shall ensure that there are systems and records in place to identify particular types, batches or individual Goods.

8.4 The Manufacturer shall ensure that there are sufficient processes in place to access key information and contacts in the event of a Product safety issue.

8.5 The Manufacturer shall ensure that it carries out due diligence in respect of key reports relating to Product safety trends and safety related incidents.

8.6 Inspections carried out under clause 8.1 shall be carried out during business hours on reasonable notice to the Manufacturer provided that, in the event of emergency, the Manufacturer shall grant the Customer immediate access to its premises.

8.7 The Manufacturer shall provide at its cost full and complete assistance and access to the Manufacturer’s facilities, offices, personnel and copying of all books and records of Manufacturer relating to any and all of the activities governed by the Contract. The Manufacturer shall cooperate fully with the Customer to ensure the quality and thoroughness of the quality inspection and audit process.

8.8 If following an inspection, the Customer reasonably considers that the Goods are not or are not likely to be as provided for under clause 7 the Customer shall inform the Manufacturer and the Manufacturer shall take any action as is necessary to ensure that the Goods are or will be as warranted under clause 7. The Customer shall have the right to re-conduct inspections and take further samples after the Manufacturer has carried out its remedial actions.

9. Price

9.1 The price payable by the Customer for the Goods will be that specified on the Purchase Order.

9.2 The price payable is inclusive of the costs of packaging, handling, storage, crating, Delivery, insurances, export licences, all applicable taxes (except VAT) and any other expenses unless stated and mutually agreed in Writing.

9.3 The currency for payment will be that specified on the Purchase Order.

9.4 Any variation to the Price must be agreed by the Customer and the Manufacturer in Writing.

10. Payment Terms

10.1 In accordance with the Payment Procedure, the Manufacturer shall send the Delivery Documentation to the Shipping Agent on or at any time after Delivery of the Order.

10.2 Upon receipt of the Delivery Documentation, and confirmation of the same from the Shipping Agent, the Customer will pay all properly invoiced amounts to the Manufacturer in full within 14 days of Delivery of the Order to the Shipping Agent or as otherwise agreed in Writing between the parties.

10.3 The Customer may, at any time, without notice to the other party, set off any liability of the other party to it against any liability it has to the other party, whether either liability is present or future, liquidated or unliquidated and whether or not either liability arises under the Contract. Any exercise by the Customer of its rights under this clause 10.3 shall not affect any other rights or remedies available to it under the Contract or otherwise.

10.4 In the event the Customer in good faith disputes any invoice, the parties will work together to expeditiously resolve such dispute within thirty (30) days from the date of the invoice. Where only part of an invoice is disputed, the undisputed amount shall be paid on the due date as set out in clause 10.2. The Manufacturer’s obligations to supply the Goods shall not be affected by any payment dispute.

10.5 If a party fails to make any payment by the due date for payment, the defaulting party shall pay interest on the overdue amount at the rate of 4% per annum above the Bank of England's base rate from time to time. Such interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. The defaulting party shall pay the interest together with the overdue amount. In relation to payments disputed in good faith, interest under this clause is payable only after the dispute is resolved, on sums found or agreed to be due, until payment.

11. Delivery and Shipping

11.1 The Manufacturer is required to contact the Shipping Agent in order to arrange Delivery of the Order by the Manufacturer to the Shipping Agent.

11.2 The Manufacturer is required to provide the Shipping Agent with the Order Number as detailed on the Purchase Order.

11.3 The Manufacturer shall ensure that all shipments are booked-In with the Shipping Agent at least two weeks before requested Ship Date.

11.4 All Goods covered under the Purchase Order must be full container loaded (FCL).

11.5 The Manufacturer shall follow all reasonable shipping instructions received from the Shipping Agent.

11.6 The total weight of the Goods in each container must not exceed 23 tons maximum.

11.7 With the exception of Goods delivered by the Manufacturer (as set out in clause 11.8), all deliveries of Goods shipped inside and outside of the EU shall be delivered FOB (as such term is defined by Incoterms 2020).

11.8 If the parties have agreed that the Goods are to be delivered by the Manufacturer direct to the Customer, then the Order will be delivered by the Manufacturer to the Delivery Location, in accordance with the Customer’s written instructions. Delivery shall be complete on the completion of unloading of the Order at the Delivery Location. The Customer does not guarantee that all deliveries will be processed on time.

11.9 The Manufacturer agrees to adhere to the Customer’s Pallet Specification, and ensure that all Goods supplied on pallets conform to the pallet type accepted into the Customer’s automated system as particularised at https://home.bargains/palletspecification.

11.10 If Goods are to be delivered by the Manufacturer direct to the Customer, but the Order is not delivered on the Delivery Date, then without limiting any right or remedy the Customer may have, the Customer may claim damages for any other costs, expenses or losses resulting from the Manufacturer’s failure to deliver on the Delivery Date, provided that the Manufacturer shall have no liability for any failure or delay in delivering Goods to the extent that such failure or delay is caused by the Customer's failure to comply with its obligations under the Contract.

12. Inspection and rejection of damaged or defective Goods

12.1 Where Goods are to be delivered by the Manufacturer, in accordance with clause 11.8, the Customer shall not be deemed to have accepted any Goods until it has had time to inspect the Goods following Delivery, or as soon as reasonably practicable. In the case of a latent defect in the Goods, within a reasonable timeframe. Goods delivered by the Manufacturer direct to the Customer under clause 11.8, will also be subject to the Customer’s Damaged Goods Agreement and the Customer’s right to inspection / rejection.

12.2 If any Goods do not comply with clause 7, or are otherwise not in conformity with the Contract, then, without limiting any other right or remedy that the Customer may have, the Customer may reject those Goods and:
require the Manufacturer to replace the rejected Goods at the Manufacturer’s risk and expense within five Business Days of being requested to do so; or
subject to clause 17, claim damages for any other costs, expenses or losses resulting from the Manufacturer’s Delivery of Products that do not conform with the terms of the Contract.

a) require the Manufacturer to replace the rejected Goods at the Manufacturer's risk and expense within five Business Days of being requested to do so; or
b) subject to clause 17, claim damages for any other costs, expenses or losses resulting from the Manufacturer’s Delivery of Goods that do not conform with the terms of the Contract.

12.3 The Customer's rights and remedies under this clause 12 are in addition to the rights and remedies available to it in respect of the statutory conditions relating to description, quality, fitness for purpose and correspondence with sample implied into the Contract by the Sales of Goods Act 1979.

12.4 These terms and conditions shall apply to any replacement Goods supplied by the Manufacturer.

13. Product recall

13.1 If the Customer

(a) is the subject of

(i) court order, or

(ii) other directive of a governmental or regulatory authority; or

(iii) reasonably determines that a Product should be recalled then parties shall take appropriate corrective action to withdraw any Goods from the market (Product Recall) both parties shall cooperate in good faith in respect of any Product Recall and ensure that appropriate action is taken in respect of risks posed by the Goods, in accordance with the PAS 7100:2018

13.2 In the event that such Product Recall results from any cause or event arising from defective manufacture of labelling, certification, packaging or other deficiency of the Goods by the Manufacturer, or any act or omission of the Manufacturer, the Manufacturer shall be responsible for all expenses of the Product Recall. For the purposes of the Contract, the expenses of the Product Recall shall include, without limitation, the expenses of the notification and destruction or return of the Recalled Product and all other Customer’s costs for Products Recalled. The parties shall work in good faith to communicate and issue any press releases to end-users in relation to the Product Recall, as applicable.

14. Title and risk

14.1 Except as expressly stated all Products will be delivered FOB (as such term is defined by Incoterms 2020).

14.2 Where Products are directly delivered by the Manufacturer to the Customer title and risk in the Products shall transfer from the Manufacturer to the Customer upon completion of Delivery as provided for under clause 11.8.

15. Compliance with laws and policies

15.1 The Manufacturer shall comply and shall procure that each member of its Group complies with:

(a) all applicable laws, statutes, regulations, codes of practice from time to time in force including but not limited to the General Product Safety Regulations 2005; and

(b) the Mandatory Policies.

15.2 The Manufacturer shall comply with its obligations arising from the General Data Protection Regulations 2016 (GDPR) and privacy laws in force from time to time to the extent that those obligations are relevant to the Contract. Each party will exercise commercially reasonable efforts not to disclose any personal data to the other party and to restrict the other party’s access to its personal data (other than in connection with its services), the receiving party will protect such personal data as required by the Data Protection Act 2018 and the GDPR.

15.3 In performing its obligations, the Manufacturer will shall comply with all of the Customer’s relevant policies; including but not limited to the Supplier’s Code of Conduct and Anti-Bribery policy.

15.4 The Manufacturer shall ensure that the Goods are manufactured in conformity with all relevant laws including but not limited to governmental, legal, regulatory and professional requirements in force in the countries of manufacture.

16. Product Liability

16.1 If any claim is made against the Customer arising out of or relating to the manufacture of or any defect in the Goods, their packaging, labelling or certification, the Manufacturer shall indemnify the Customer against all damages or other compensation awarded against the Customer in connection with the claim or paid or agreed to be paid by the Customer in settlement of the claim and all legal or other expenses incurred by the Customer on or about the defence or settlement of the claim.

16.2 The Customer shall notify the Manufacturer as soon as practicable after becoming aware of the claim, and take all action reasonably requested by the Manufacturer to avoid, compromise or defend the claim and any proceedings in respect of the claim.

17. Indemnity

17.1 The Manufacturer shall keep the Customer indemnified against all liabilities, costs, expenses, damages and losses (including but not limited to 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 Customer as a result of or in connection with:

a) any claim made against the Customer for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with the supply or use of the Goods, to the extent that the claim is attributable to the acts or omissions of the Manufacturer, its employees, agents or subcontractors;
b) any claim made against the Customer by a third party for death, personal injury or damage to property arising out of or in connection with defects in the Goods, to the extent that the defects in the Goods are attributable to the acts or omissions of the Manufacturer, its employees, agents or subcontractors; and
c) any claim made against the Customer by a third party arising out of or in connection with the supply of the Goods, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of the Contract by the Manufacturer, its employees, agents or subcontractors.

17.2 This clause 17 shall survive termination of the Contract.

18. Ownership of intellectual property rights

18.1 The Manufacturer acknowledges that the Customer’s IPR’s are and remain the exclusive property of the Customer or, where applicable, the third-party licensor from whom the Customer derives the right to use them.

18.2 The Customer acknowledges that all IPR’s used for the manufacture of the Product that originate from the Manufacturer shall remain the exclusive property of the Manufacturer (or, where applicable, the third-party licensor from whom the Manufacturer derives the right to use them).

All Intellectual Property Rights in respect of any Improvement shall belong to the party who made, developed or acquired it.

19. Improvements

19.1 The Customer shall at its own cost provide the Manufacturer with details of any Improvement belonging to the Customer which it wishes to be incorporated into the Product, or any other modification which it wishes to be made to the Product from time to time, to implement the Improvement. The Customer hereby grants to the Manufacturer a non-exclusive, royalty-free, worldwide Licence to use such Improvement or modification solely for the purposes of the Contract.

19.2 The Manufacturer shall provide the Customer with details of any Improvement which is made, developed or acquired by the Manufacturer from time to time.

The Customer may use any Improvement made by the Manufacturer for its own purposes and the Manufacturer hereby grants to the Customer a non-exclusive, royalty-free, perpetual Intellectual Property Right, worldwide Licence to use Improvements discovered by the Manufacturer.

The disclosure of any Improvements by one party to the other shall be subject to the obligations of confidentiality set out in clause 21.

20. Insurance

During performance of the Contract and for a period of one year thereafter, the Manufacturer shall maintain in force, with a reputable insurance company, professional indemnity insurance, product liability insurance and public liability insurance to cover the liabilities that may arise under or in connection with the Contract, and shall, on the Customer's request, produce both the insurance certificate giving details of cover and the receipt for the current year's premium in respect of each insurance.

21. Confidentiality

21.1 Each party agrees to maintain the Confidential Information in strict confidence and except to the extent expressly permitted in the Contract or otherwise consented to in writing to the other party.

21.2 Each party undertakes that it shall not at any time during the Contract and for a period of two years after termination disclose to any person any Confidential Information except as permitted by clause 21.3.

21.3 Each party may disclose the other party’s Confidential Information:

a) to its employees, officers, agents, consultants or subcontractors (Representatives) 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 the Contract, provided that the disclosing party informs those Representatives of the confidential nature of the Confidential Information and takes all reasonable steps to ensure that its Representatives comply with the confidentiality obligations contained in this clause 21 as though they were a party to the Contract. The disclosing party shall be responsible for its Representatives' compliance with the confidentiality obligations set out in this clause; and
b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

21.4 Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party's Confidential Information other than those expressly stated in the Contract are granted to the other party or to be implied from the Contract. In particular, all data, information, text, graphics, photos, designs, trademarks, logos or other artwork provided to the Manufacturer under the Contract (Customer’s IPR’s) are and shall remain the sole and exclusive property of the Customer. No licence is hereby granted directly or indirectly under any patent, invention, discovery, copyright or other intellectual property right held, made, obtained or licensable by either party now or in the future.

22. Termination

22.1 Either party may upon giving thirty (30) days written notice identifying specifically the basis for such notice, terminate for material breach of the Contract unless the party receiving the notice cures such breach within the (30) day period. In the event the Contract is terminated the Customer will pay the Manufacturer for all Goods incurred prior to the date of termination according to the monthly billing cycle set forth in the Contract. All provisions of the Contract which are by their very nature intended to survive the expiration or termination of the Contract will survive such expiration or termination.

22.2 For the purposes of clause 22.1, material breach means a breach (including an anticipatory breach) that is serious in the widest sense of having a serious effect on the benefit which the terminating party would otherwise derive from:

(a) a substantial portion of the Contract; or
(b) any of the obligations set out in clause 7

23.3 In deciding whether any breach is material no regard shall be had to whether it occurs by some accident, mishap, mistake or misunderstanding.

22.4 Termination of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach which existed at or before the date of termination.

23. Dispute

If a dispute arises out of or in connection with the Contract, the party raising any dispute shall first serve written notification to the other party, setting out its nature and full particulars. The parties will make good faith efforts to first resolve any dispute in connection with the Contract. Within thirty (30) days of the service of such notice no meeting has taken place, or the dispute has not been resolved, either party shall be entitled to refer the dispute to the courts in accordance with this clause 23.

24. Notices

Force majeure

Neither party shall be in breach of the Contract, nor liable for delay in performing, or failure to perform any of its obligations under the Contract, if such failure is caused by acts such as, but not limited to, acts of God, explosion, war, terrorist attacks (Force Majeure Event). If the Force Majeure Event prevents, hinders or delays performance of any of its obligations under the Contract for a continuous period of more than 4 weeks (Affected Party), the party not affected by the Force Majeure Event may terminate the Contract by giving three months’ written notice to the Affected party.

Exit plan

The Manufacturer shall co-operate in good faith with the Customer and find a replacement manufacturer to the extent reasonably required to facilitate the smooth migration of the manufacturing of the Product from the Manufacturer to the Customer or a third-party manufacturer, as requested by the Customer.

Assignment

The Customer shall not assign or transfer the Contract or any benefit hereunder without the written consent of the Manufacturer.

Governing law

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 shall be governed by and construed in accordance with the law of England and Wales. The application of the 1980 Vienna Convention on the International Sale of Goods is excluded.

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.