Terms and conditions of supply.

1. Interpretation.

1.1 In these Terms:

1. **Supplier** means Holland & Holland Associates Limited (company number 04759022), trading as H&H Process Materials;
2. **Customer** means the person, firm or company that places an order with the Supplier;
3. **Contract** means the contract for the sale of Goods formed under clause 2.3;
4. **Goods** means the materials or other goods described in the Order Confirmation;
5. **Quotation** means the Supplier's written quotation for the Goods;
6. **Order Confirmation** means the Supplier's written acceptance of the Customer's order;
7. **Specification** means the description of the Goods set out or expressly referred to in the Order Confirmation, including any technical data sheet it names;
8. **Guaranteed Values** means only those parameters in the Specification that are expressly stated as guaranteed, minimum, maximum or limit values. Values described as typical, nominal, average, indicative, approximate or for guidance, and any values not stated in the Specification, are not Guaranteed Values;
9. **Business Day** means a day other than a Saturday, Sunday or public holiday in England;
10. **Insolvency Event** means, in relation to the Customer, that it is unable to pay its debts as they fall due, enters into any arrangement or composition with its creditors, has a petition presented or resolution passed for its winding up, has an administrator, receiver or administrative receiver appointed or a notice of intention to appoint one filed, is made bankrupt, or suffers any similar event in any jurisdiction;
11. **Force Majeure Event** has the meaning given in clause 14.1;
12. **in writing** includes email but does not include text, instant messaging or social media messages.

1.2 Headings do not affect the interpretation of these Terms. Words such as including and include do not limit the words that precede them. A reference to a statute includes it as amended or re-enacted.

2. Basis of contract.

2.1 These Terms apply to every Contract to the exclusion of all other terms, including any terms in or referred to by the Customer's purchase order, order acknowledgement, supplier registration, procurement portal, delivery documents or other documents, whether issued before or after these Terms and whether or not signed or accepted by the Supplier. The Supplier's delivery of Goods, or its signature or acceptance of any Customer document, does not constitute acceptance of any other terms.

2.2 A Quotation is an invitation to order and not an offer. Unless it states otherwise, a Quotation is valid for 7 days from its date and may be withdrawn or amended by the Supplier at any time before an Order Confirmation is issued. All prices quoted are subject to clause 4.

2.3 An order placed by the Customer is an offer to buy the Goods on these Terms, which the Supplier may accept or decline at its discretion. The Contract is formed only when the Supplier issues an Order Confirmation in writing.

2.4 The Supplier may make an Order Confirmation conditional on any of the following, as stated in it:

1. receipt of any deposit or advance payment in cleared funds;
2. written confirmation of supply, price and delivery from the Supplier's own supplier; or
3. a satisfactory credit check on the Customer.

2.5 If a condition stated under clause 2.4 is not satisfied within 14 days of the Order Confirmation, either party may end the Contract by written notice without liability, and the Supplier shall refund any sums paid by the Customer under that Contract.

2.6 The Customer is responsible for ensuring that its order, and any specification, drawing or information it provides, is complete and accurate. The Customer shall check each Order Confirmation and notify the Supplier in writing of any error within 1 Business Day of receiving it, failing which the Order Confirmation shall be binding.

2.7 Samples, drawings, descriptive matter, advertising, catalogue and website content, and any statement made by the Supplier before the Contract is formed, are for guidance only and do not form part of the Contract unless expressly included in the Order Confirmation.

2.8 Any variation to these Terms or to a Contract, including any special terms, is binding only if agreed in writing by a director of the Supplier. No employee, agent or other representative of the Supplier has authority to agree any variation or to make any representation about the Goods on the Supplier's behalf.

2.9 Any typographical, clerical or other error or omission in a Quotation, Order Confirmation, invoice or other document issued by the Supplier may be corrected by the Supplier without liability.

2.10 If there is any conflict, special terms stated in the Order Confirmation prevail over these Terms, and these Terms prevail over the Quotation and any other document.

3. Goods and specification.

3.1 The Goods will conform with the Guaranteed Values in the Specification at the time of delivery, within the tolerances stated in the Specification or, where none are stated, within the tolerances normal for goods of that type.

3.2 The Supplier is not the manufacturer of the Goods. Technical data, test results and certificates are provided by the manufacturer and are passed on by the Supplier in good faith. The Supplier gives no warranty about them beyond that set out in clause 9.

3.3 The Customer is solely responsible for determining that the Goods are suitable for its application, process, equipment and operating conditions, including by carrying out any trial or qualification testing it considers necessary, unless the Supplier has expressly warranted a stated purpose in the Order Confirmation.

3.4 Any statement that the Goods are equivalent, comparable or an alternative to another product means only that the Guaranteed Values of the Goods are comparable to the published values of that product. It is not a warranty that the Goods will perform identically to that product in the Customer's application.

3.5 Unless the Order Confirmation names a specific manufacturer, the Supplier may source the Goods from any manufacturer, provided that the Goods conform with the Specification.

3.6 The Supplier may make changes to the Goods or their packaging that are required to conform with any applicable law, or that do not affect the Guaranteed Values, and will notify the Customer of any such change.

4. Price.

4.1 The price of the Goods is as stated in the Order Confirmation. Prices are in pounds sterling and exclude VAT. Where VAT is chargeable, the Customer shall pay it in addition at the applicable rate.

4.2 Prices include only the packing, delivery, documentation and other items expressly stated in the Quotation or Order Confirmation. Unless those documents expressly include them, the Customer shall pay any charges for demurrage, detention, storage, customs examination, inspection, re-delivery, special packing or insurance.

4.3 The Supplier may, by written notice to the Customer at any time before delivery, increase the price of the Goods to reflect any increase in the Supplier's cost of supplying them that is caused by:

1. a movement of more than 2% in the exchange rate between pounds sterling and the currency in which the Supplier purchases the Goods, measured between the date of the Quotation and the date on which the Supplier pays its own supplier;
2. any increase in freight, fuel, bunker, container, port, carrier or insurance charges or surcharges;
3. any change in customs duty (including any anti-dumping, countervailing or other trade remedy duty), tax, levy or regulatory charge, or in the customs classification or treatment of the Goods; or
4. any request by the Customer to change the delivery date, quantity, packaging or Specification, or any delay caused by the Customer's instructions or its failure to give adequate instructions.

4.4 If the total of all increases notified under clauses 4.3(a) to 4.3(c) in respect of a Contract exceeds 10% of the original price, the Customer may cancel that Contract by written notice given within 2 Business Days of receiving the notice. The Customer shall then pay only the costs that the Supplier has irrecoverably incurred or committed in respect of that Contract, and the Supplier shall refund any balance of sums paid.

5. Payment and credit.

5.1 Unless the Supplier has opened a credit account for the Customer in writing, the Customer shall pay the full price in cleared funds before the Supplier places its order with its own supplier or, for Goods supplied from stock, before dispatch.

5.2 Where a credit account has been opened, the Customer shall pay any deposit stated in the Order Confirmation before the Supplier places its own order, and shall pay each invoice in full and in cleared funds within 30 days of the date of the invoice, or within any shorter period stated in the Order Confirmation or invoice.

5.3 The Supplier may set, vary, suspend or withdraw any credit limit or credit terms at any time by written notice, and may require payment in advance, or security for payment, before accepting any order or making any delivery.

5.4 A deposit or advance payment is non-refundable once the Supplier has placed its order with its own supplier, except where clause 2.5, 4.4 or 14.3 applies, or where the Supplier fails to deliver the Goods for a reason other than the Customer's default or a Force Majeure Event.

5.5 The Supplier may invoice any deposit on or after the date of the Order Confirmation and the balance on or after dispatch. Time for payment is of the essence.

5.6 Payment shall be made by bank transfer to the account stated on the Supplier's invoice. The Customer shall bear its own bank charges. Payment is made only when the full amount is received in cleared funds in that account.

5.7 The Supplier will never change its bank details by email alone. Before paying to any account that differs from the one on the Supplier's first invoice, the Customer shall verify the change by telephone with the Supplier using a number obtained independently of the request. A payment made to any other account does not discharge the Customer's obligation to pay the Supplier.

5.8 If the Customer fails to pay any amount by its due date, the Supplier may charge interest and fixed-sum compensation under the Late Payment of Commercial Debts (Interest) Act 1998, and the Customer shall on demand pay all reasonable costs of recovery, including legal and debt collection costs, to the extent not covered by that compensation. The Supplier may also suspend all further deliveries until payment is made in full.

5.9 If the Customer fails to pay any amount by its due date, or becomes subject to an Insolvency Event, all sums owed by the Customer to the Supplier on any account shall become immediately due, whatever credit terms have been agreed.

5.10 The Customer shall pay all amounts due in full without any set-off, counterclaim, deduction or withholding, except as required by law. The Supplier may set off any amount owed to it by the Customer against any amount it owes to the Customer.

5.11 The Supplier may apply any payment received to such invoices as it chooses, whatever reference the Customer gives.

5.12 Any dispute about an invoice must be notified to the Supplier in writing, with reasons, within 7 days of the date of the invoice, failing which the invoice shall be treated as accepted. The Customer shall pay any undisputed part of an invoice by its due date.

6. Delivery and quantity.

6.1 The Goods will be delivered on the basis and to the place stated in the Order Confirmation. Where an Incoterm is stated, it shall be interpreted in accordance with Incoterms 2020 and shall govern delivery, the passing of risk and the allocation of costs, and these Terms shall govern all other matters.

6.2 Delivery dates are estimates only and time for delivery is not of the essence. The Supplier shall not be liable for any delay in delivery. If delivery is delayed by more than 90 days beyond the estimated date for a reason other than the Customer's default or a Force Majeure Event, the Customer may cancel the Contract for the undelivered Goods by written notice and receive a refund of sums paid for them. This is the Customer's sole and exclusive remedy for late delivery.

6.3 The Customer shall provide complete delivery instructions and any information or documents required for delivery or customs clearance, and shall ensure that suitable access, labour and equipment are available to unload the Goods safely.

6.4 The Supplier may deliver the Goods by instalments, each of which is a separate contract and shall be invoiced and paid for separately. A delay or defect in one instalment does not entitle the Customer to cancel any other instalment.

6.5 If the Customer fails to take delivery within 3 Business Days of the Supplier notifying it that the Goods are ready, delivery shall be treated as completed on the third Business Day, risk shall pass to the Customer, and the Supplier may store the Goods and charge the Customer for all related costs, including storage, handling and insurance. If the Customer has not taken delivery within 30 days of that notice, the Supplier may resell or otherwise dispose of the Goods and recover from the Customer any shortfall below the Contract price, together with its costs.

6.6 The Customer shall not reject the Goods if the quantity delivered is within 5% more or less than the quantity ordered, and the invoice shall be adjusted pro rata.

6.7 The net weight stated on the manufacturer's packing list or certificate at dispatch shall be conclusive evidence of the quantity supplied, except in the case of manifest error. The Customer acknowledges that adsorbent and similar materials may gain or lose weight through moisture after packing, and that a variance in weight attributable to this is not a shortage or defect.

6.8 Packaging and pallets are non-returnable unless the Order Confirmation states otherwise.

7. Risk and title.

7.1 Risk in the Goods passes to the Customer on delivery, or on deemed delivery under clause 6.5.

7.2 Title to the Goods does not pass to the Customer until the Supplier has received payment in full, in cleared funds, for the Goods and for all other goods and services supplied by the Supplier to the Customer on any account.

7.3 Until title has passed, the Customer shall:

1. hold the Goods as the Supplier's bailee;
2. store the Goods separately from all other goods so that they remain readily identifiable as the Supplier's property;
3. not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
4. keep the Goods in satisfactory condition and insured against all risks for their full price;
5. notify the Supplier immediately if it becomes subject to an Insolvency Event; and
6. give the Supplier on request such information about the Goods and their location as the Supplier may require.

7.4 The Customer may use or resell the Goods in the ordinary course of its business before title has passed. That right ends automatically if the Customer becomes subject to an Insolvency Event, and ends on written notice from the Supplier if the Customer fails to pay any amount when due.

7.5 If the Customer's right to use or resell the Goods has ended, and without limiting any other right or remedy, the Supplier may require the Customer to deliver up all Goods in its possession in which title has not passed and, if the Customer fails to do so promptly, may enter any premises of the Customer or of any third party where the Goods are stored in order to recover them. The Customer grants the Supplier an irrevocable licence for that purpose.

7.6 The Supplier may bring proceedings for the price of the Goods once it has become due, even though title in the Goods has not passed to the Customer.

8. Inspection and claims.

8.1 The Customer shall inspect the Goods on delivery. Any shortage, visible damage or damage to packaging must be noted on the delivery note or carrier's document and notified to the Supplier in writing, with photographs, within 3 Business Days of delivery.

8.2 Any failure of the Goods to conform with the Specification that would be apparent on reasonable inspection or testing must be notified to the Supplier in writing before the Goods are installed, loaded, used, mixed or processed, and in any event within 14 days of delivery.

8.3 Any other failure of the Goods to conform with the Specification must be notified to the Supplier in writing within 14 days of it becoming apparent, and in any event within 6 months of delivery.

8.4 Each notice under this clause must identify the Contract, the batch and the nature of the non-conformity, with supporting evidence, including any test results relied on.

8.5 The Customer shall retain the Goods concerned, and a sealed representative sample of them, and shall allow the Supplier, the manufacturer and any independent inspector appointed by the Supplier reasonable access to inspect, sample and test them.

8.6 Whether the Goods conform with the Specification shall be determined by testing a representative sample by the methods stated in the Specification or, where none are stated, by the manufacturer's standard methods. The manufacturer's certificate of analysis is evidence of conformity unless shown to be incorrect by such testing. If the parties disagree, the question shall be referred to an independent accredited laboratory agreed by the parties, whose findings shall be final and binding except in the case of manifest error, and whose costs shall be paid by the party whose position is not upheld.

8.7 The Customer shall stop using any Goods once it knows or ought reasonably to know that they may not conform with the Specification. The Supplier has no liability for any loss arising from continued use.

8.8 If the Customer does not notify a claim in accordance with clauses 8.1 to 8.4, the Goods shall be treated as accepted and as conforming with the Contract, and the Supplier shall have no liability in respect of them.

8.9 The Customer shall not return any Goods without the Supplier's prior written agreement.

9. Warranty and remedies.

9.1 The Supplier warrants that on delivery the Goods will conform with the Guaranteed Values in the Specification. No warranty is given as to the performance, adsorption capacity in use, service life or suitability of the Goods for any purpose unless it is expressly stated as a guarantee in the Order Confirmation.

9.2 The Supplier shall not be liable for a breach of the warranty in clause 9.1 if:

1. the Customer fails to comply with clause 8;
2. the defect arises from improper transport after delivery, storage, handling, installation, use or maintenance of the Goods, or from failure to follow the manufacturer's or Supplier's instructions, the safety data sheet or good trade practice;
3. the defect arises from the Customer's process, equipment, operating conditions, feed composition or contamination, or from use outside the conditions stated in the Specification;
4. the defect arises from any specification, drawing or information provided by the Customer;
5. the Goods have been altered, mixed, repacked or repaired without the Supplier's written consent; or
6. the defect arises from fair wear and tear, or from the expiry of any stated shelf life or service life.

9.3 If Goods do not conform with the warranty in clause 9.1 and the Customer has complied with clause 8, the Supplier shall, at its option, either replace the non-conforming Goods, delivered on the same basis as the original delivery, or refund the price paid for them. The Supplier may require the Customer to return the non-conforming Goods, or to dispose of them as the Supplier directs, at the Supplier's cost. This is the Customer's sole and exclusive remedy for non-conforming Goods, subject to clause 10.

9.4 These Terms apply to any replacement Goods, and the period in clause 8.3 for replacement Goods runs from the delivery of the original Goods.

9.5 Samples are supplied for evaluation only. A sale is not a sale by sample, and the bulk Goods are warranted to conform with the Specification only, not with any sample.

9.6 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.

10. Limitation of liability.

10.1 Nothing in these Terms limits or excludes the Supplier's liability for:

1. death or personal injury caused by its negligence;
2. fraud or fraudulent misrepresentation;
3. breach of the terms implied by section 12 of the Sale of Goods Act 1979;
4. liability under Part I of the Consumer Protection Act 1987; or
5. any other liability that cannot be limited or excluded by law.

10.2 Subject to clause 10.1, the Supplier shall not be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation or otherwise, for any:

1. loss of profit, revenue, production, business, contracts or anticipated savings;
2. loss of or damage to goodwill or reputation;
3. cost of downtime, shutdown, change-out of media, labour, removal, reinstallation or disposal;
4. loss, damage or contamination of the Customer's products, processes, equipment or other materials;
5. liability of the Customer to any third party;
6. wasted expenditure; or
7. cost of any product recall, withdrawal, quarantine, notification or customer communication, or of recovering, testing, reworking, replacing or destroying the Customer’s own products;
8. indirect or consequential loss.

10.3 Subject to clause 10.1, the Supplier's total liability to the Customer arising under or in connection with each Contract, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation or otherwise, shall not exceed the price of the Goods to which the claim relates.

10.4 Subject to clause 10.1, the Supplier shall have no liability for any claim unless it has been notified in accordance with clause 8 and legal proceedings in respect of it are commenced within 12 months of delivery of the Goods concerned, or of the date on which they should have been delivered.

10.5 Subject to clause 10.1, any technical advice, recommendation or statement about the suitability, equivalence or performance of the Goods that is not set out in the Order Confirmation is given in good faith for guidance only, does not form part of the Contract, and is relied on by the Customer at its own risk.

10.6 The Customer acknowledges that the prices of the Goods reflect the allocation of risk in these Terms, that it has had the opportunity to negotiate them, and that it is able to obtain insurance against the losses excluded or limited by this clause 10.

11. Customer indemnity and insurance.

11.1 The Customer shall indemnify the Supplier against all losses, liabilities, damages, costs (including reasonable legal costs) and expenses incurred by the Supplier arising out of or in connection with:

1. any breach of the Contract by the Customer;
2. the storage, handling, use, processing, resale or disposal of the Goods after delivery, except to the extent caused by a breach by the Supplier of the warranty in clause 9.1;
3. any specification, drawing, instruction or information provided by the Customer; and
4. any claim made against the Supplier by a third party in connection with the Goods after delivery, except to the extent caused by the Supplier's negligence or breach of the Contract.

11.2 The Customer shall maintain adequate insurance for its business, including public and products liability insurance, with a reputable insurer.

12. Health, safety, regulatory and sanctions.

12.1 The Supplier will provide a safety data sheet for the Goods where one is required by law. The Customer shall make it available to all persons who handle the Goods and shall ensure that the Goods are stored, handled, used and disposed of in accordance with it and with all applicable law.

12.2 The Customer is responsible for obtaining any permits, approvals or consents needed for its use of the Goods, and for complying with its own obligations as a downstream user under UK REACH and other applicable legislation.

12.3 The Supplier shall not act as importer of record of the Goods into Great Britain unless the applicable regulatory position, including any UK REACH registration, notification or authorisation requirement, has been confirmed in writing before the Supplier places its own order. Where the Supplier does act as importer, it will comply with the obligations that apply to it as importer. Any regulatory position stated in a Quotation reflects the information available at its date and is not a warranty that it will remain unchanged.

12.4 The Customer shall not export, re-export, sell or supply the Goods, directly or indirectly, in breach of any sanctions or export control law of the United Kingdom or any other applicable jurisdiction, shall provide end-use information on request, and shall indemnify the Supplier against any loss arising from its breach of this clause.

12.5 The Supplier may suspend or cancel any Contract without liability if performing it would, or in the Supplier's reasonable opinion might, breach any sanctions or export control law.

13. Cancellation and termination.

13.1 The Customer may not cancel or change an order after the Contract has been formed, except with the Supplier's written agreement or as provided in clauses 2.5, 4.4, 6.2 and 14.3.

13.2 Where the Supplier agrees to a cancellation or change, the Customer shall pay the Supplier on demand all costs, charges and losses incurred or committed by the Supplier as a result, including amounts payable to its own suppliers and carriers, storage and handling costs, and the Supplier's loss of profit on the Contract. The Supplier may apply any deposit towards these amounts. The Customer acknowledges that the Goods are usually ordered specifically from overseas manufacturers and cannot be cancelled once the Supplier has placed its own order.

13.3 The Supplier may cancel the Contract, or suspend any delivery, without liability, by written notice to the Customer if:

1. the Customer fails to pay any amount when due;
2. the Customer becomes subject to an Insolvency Event, or ceases or threatens to cease trading;
3. the Customer commits a material breach of the Contract and, if the breach is remediable, fails to remedy it within 14 days of written notice;
4. the Customer exceeds any credit limit, or the Supplier reasonably doubts the Customer's ability to pay; or
5. clause 12.5 applies.

13.4 On cancellation or termination for any reason, all sums owed by the Customer shall become immediately due. Cancellation or termination does not affect any rights or remedies that have accrued, and clauses 5, 7, 8, 9, 10, 11, 12, 15, 17, 18, 19 and 20 continue in force.

14. Force majeure.

14.1 Neither party shall be liable for any failure or delay in performing its obligations, other than an obligation to pay money, to the extent caused by events or circumstances beyond its reasonable control (a **Force Majeure Event**). These include acts of God, fire, flood, storm, epidemic, war, terrorism, civil unrest, strikes or labour disputes, government action, sanctions, export or import restrictions, customs holds or examinations, shipping, port or canal disruption, container or vessel shortages, cyber attack, failure of utilities or banking systems, and failure or delay of the Supplier's own suppliers or carriers.

14.2 If a Force Majeure Event limits the Goods available to the Supplier, the Supplier may allocate the available Goods among its customers as it reasonably sees fit.

14.3 If a Force Majeure Event prevents performance for more than 60 days, either party may terminate the affected Contract by written notice without liability. The Supplier shall then refund any sums paid for Goods not delivered, less any costs it has irrecoverably incurred with third parties in respect of that Contract.

15. Confidentiality and non-circumvention.

15.1 Each party shall keep confidential all commercial, technical and pricing information disclosed to it by the other in connection with the Contract, and shall use it only to perform the Contract. This does not apply to information that is or becomes public other than through breach of this clause, or that must be disclosed by law or to professional advisers under a duty of confidence.

15.2 The identity of the manufacturers and other sources of the Goods, the Supplier's pricing, and any information that identifies them, including information appearing on packing lists, certificates, labels or packaging, is the Supplier's confidential information.

15.3 For as long as the Customer is buying from the Supplier and for 12 months after the Supplier's last delivery to the Customer, the Customer shall not, directly or indirectly, purchase or seek to purchase goods of the same or a similar type from any manufacturer or source whose identity the Customer learned through the Supplier or through Goods supplied by the Supplier, without the Supplier's prior written consent. The Customer acknowledges that this restriction is reasonable to protect the Supplier's legitimate business interests, and that damages alone may not be an adequate remedy for its breach.

15.4 The Supplier may disclose the Customer's requirements to its manufacturers and carriers to the extent necessary to supply the Goods, and will not identify the Customer to a manufacturer without the Customer's agreement unless required for delivery or regulatory compliance.

16. Data protection.

16.1 Each party shall comply with applicable data protection law in relation to any personal data it receives from the other. The Supplier processes personal data in accordance with its privacy notice, available at www.hhprocessmaterials.co.uk/privacy.

17. General.

17.1 **Status and authority.** The Customer warrants that it is acting in the course of a business, and that the person placing each order is authorised to bind the Customer.

17.2 **Assignment.** The Customer may not assign, transfer or subcontract any of its rights or obligations under the Contract without the Supplier's prior written consent. The Supplier may assign, transfer or subcontract any of its rights or obligations, including the right to receive payment.

17.3 **Entire agreement.** The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise or representation that is not set out in the Contract. Nothing in this clause limits liability for fraud.

17.4 **Waiver.** A failure or delay in exercising any right or remedy does not waive that right or remedy, and a waiver is effective only if given in writing by a director of the Supplier.

17.5 **Severance.** If any provision of the Contract is found invalid or unenforceable, it shall be modified to the minimum extent necessary to make it valid, and the remaining provisions shall not be affected.

17.6 **Notices.** Notices under the Contract shall be in writing and sent to the other party's registered office or principal place of business, or by email. Notices to the Supplier by email must be sent to joe@hhprocessmaterials.co.uk or another address notified by the Supplier in writing. A notice sent by email is received at the time of transmission or, if sent outside 9.00 am to 5.00 pm on a Business Day, at 9.00 am on the next Business Day.

17.7 **Third party rights.** No one other than a party to the Contract has any right to enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999.

17.8 **Governing law and jurisdiction.** The Contract, and any dispute or claim arising out of or in connection with it, is governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction, except that the Supplier may bring proceedings for payment in any court with jurisdiction over the Customer.

18. Traceability and records.

18.1 The Customer shall keep records sufficient to identify, for each delivery of Goods, the batch or lot numbers received, the quantity, the date of receipt, and the equipment, process, product, vessel or location in which the Goods were used, together with the identity of any person to whom the Goods, or any product containing or treated with them, were supplied.

18.2 The Customer shall keep those records for the longer of six years from delivery and any period required by law or by any standard, approval or certification applicable to the Customer’s process.

18.3 The Customer shall provide those records to the Supplier promptly on written request, where the Supplier reasonably requires them in connection with a claim, a complaint, a regulatory enquiry, or a withdrawal or recall under clause 19.

18.4 Where the Goods are supplied for use in food or drink processing or contact, in the treatment of water intended for human consumption, or in breathing air, diving air or respiratory protection, the Customer shall operate a documented traceability system that enables it to identify, within 24 hours of a written request, every product, batch, quantity, location and recipient affected by a given batch of the Goods.

18.5 Failure to comply with this clause 18 does not of itself give the Supplier a claim in damages. However, the Supplier shall have no liability under clause 9 or otherwise in respect of any Goods whose batch identity, quantity and use cannot be established from the Customer’s records.

19. Withdrawal and recall.

19.1 If either party becomes aware of any circumstance indicating that the Goods, or any product containing or treated with them, may not conform with the Specification, may be unsafe, or may not comply with any applicable law, it shall notify the other in writing without delay, giving the batch numbers concerned and all relevant information available to it.

19.2 On receiving written notice from the Supplier that a batch of the Goods is to be withdrawn or recalled, the Customer shall without delay:

1. stop using, selling, supplying and distributing the affected Goods and any product containing or treated with them;
2. quarantine all affected stock in its possession or control, clearly identified and segregated from other materials;
3. identify from its records under clause 18 all affected products, batches, quantities, locations and recipients, and provide that information to the Supplier;
4. cooperate with the Supplier, the manufacturer and any regulator in the conduct of the withdrawal or recall; and
5. follow the Supplier’s reasonable instructions as to the return, disposal or treatment of the affected Goods.

19.3 The Customer shall not make any public statement, or any communication to its own customers, that names or identifies the Supplier or the manufacturer of the Goods in connection with a withdrawal or recall, without the Supplier’s prior written approval, unless required to do so by law or by a regulator. Where the Customer is so required, it shall notify the Supplier before making the communication if it is lawful to do so.

19.4 The Supplier shall bear the reasonable direct costs of returning, disposing of and replacing Goods that do not conform with the warranty in clause 9.1. Subject to clause 10.1, the Supplier shall not be liable for any other cost or loss arising from a withdrawal or recall, and clause 10 applies to any such claim.

19.5 The Customer shall bear the costs of any withdrawal or recall that does not arise from a breach by the Supplier of the warranty in clause 9.1, and shall indemnify the Supplier against any cost, liability or expense the Supplier incurs in connection with such a withdrawal or recall.

19.6 This clause 19 applies during each Contract and for six years after the last delivery under it.

20. Anti-bribery, modern slavery and compliance.

20.1 Each party shall comply with all applicable laws, statutes and regulations relating to anti-bribery and anti-corruption, including the Bribery Act 2010, and shall not engage in any activity, practice or conduct that would constitute an offence under sections 1, 2 or 6 of that Act.

20.2 Each party shall maintain its own policies and procedures, including adequate procedures within the meaning of section 7(2) of the Bribery Act 2010, to ensure compliance with clause 20.1, and shall enforce them where appropriate.

20.3 Neither party shall offer, give, request or accept any payment, gift, hospitality or other advantage that is intended, or could reasonably be understood, to influence improperly any decision relating to a Contract.

20.4 Each party shall comply with all applicable laws relating to slavery, servitude, forced labour and human trafficking, including the Modern Slavery Act 2015, and shall take reasonable steps to satisfy itself that no such practices occur in its own business or, so far as it is reasonably able to establish, in its supply chain.

20.5 Each party shall notify the other in writing without delay if it becomes aware of any breach or suspected breach of this clause 20 in connection with a Contract.

20.6 Breach of this clause 20 is a material breach that is not capable of remedy, and either party may terminate any affected Contract immediately by written notice to the other on such a breach.