Terms and Conditions for the Supply of Goods and Services (B2B)

Application of Terms and Conditions

1.1 The Supplier shall supply and the Customer shall purchase goods and services offered by the Supplier from time to time (including, without limitation, probiotic products, natural pet care products, cleaning products, mechanical equipment, heating, ventilation and air conditioning systems, accessories and related components) in accordance with the quotation or accepted order, which shall be subject to these Terms and Conditions; and
1.2 The Contract shall be to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made, by the Customer, unless otherwise specified by the Supplier in writing. 

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

2.2 Unless the context otherwise requires, each reference in these Terms and Conditions to:
2.2.1 “writing”, and any cognate expression, includes a reference to any communication effected by electronic or similar means;
2.2.2 a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
2.2.3 “these Terms and Conditions” is a reference to these Terms and Conditions and any Schedules as amended or supplemented at the relevant time;
2.2.4 a Schedule is a schedule to these Terms and Conditions;
2.2.5 and a Clause or paragraph is a reference to a Clause of these Terms and Conditions (other than the Schedules) or a paragraph of the relevant Schedule.
2.2.6 a “Party” or the “Parties” refer to the parties to these Terms and Conditions.
2.3 The headings used in these Terms and Conditions are for convenience only and shall have no effect upon the interpretation of these Terms and Conditions.
2.4 Words imparting the singular number shall include the plural and vice versa.
2.5 References to any gender shall include the other gender.

3. Basis of Sale and Service
3.1 The Supplier’s employees or agents are not authorised to make any representations concerning the Goods or Services unless confirmed by the Supplier in writing.  In entering into the Contract, the Customer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed.
3.2 No variation to these Terms and Conditions shall be binding unless agreed in writing between the authorised representatives of the Customer and the Supplier.
3.3 Before the Supplier prepares the Quotation, the Customer shall make available all of the information the Supplier may reasonably require.
3.4 Sales literature, price lists and other documents issued by the Supplier in relation to the Goods and Services are subject to alteration without notice and do not constitute offers to sell the Goods which are capable of acceptance.  No contract for the sale of the Goods and Services shall be binding on the Supplier unless the Supplier has accepted an order placed by the Customer by whichever is the earlier of:
3.4.1 the Supplier’s written acceptance;
3.4.2 delivery of the Goods;
3.4.3 provision of the Services; or
3.4.4 the Supplier’s invoice.
3.5 Any typographical, clerical or other accidental errors or omissions in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Supplier shall be subject to correction without any liability on the part of the Supplier.

3.6 Where the Customer places an order via the Supplier’s approved online wholesale trade portal, the order process, payment mechanism and contract formation shall be governed by the Supplier’s UK Resale Terms. Where Goods are purchased via the Supplier’s public ecommerce website (whether by consumers or by business customers purchasing outside of an approved resale arrangement), the applicable Ecommerce Terms of Sale shall apply. Where Goods are purchased for export, the Supplier’s Export Terms shall apply. In the event of any conflict, the specific terms governing that purchasing channel shall prevail.

4. The Goods
4.1 No order submitted by the Customer shall be deemed accepted unless and until accepted by the Supplier in accordance with Condition 3.4 and, where applicable, Condition 3.6.
4.2 The specification for the Goods shall be that set out in the Supplier’s sales documentation unless varied expressly in the Customer’s order (if such variation(s) is/are accepted by the Supplier). The Goods will only be supplied in the minimum units thereof stated in the Supplier’s price list or in multiples of those units. Orders received for quantities other than these will be adjusted accordingly.
4.3 Illustrations, photographs or descriptions whether in catalogues, brochures, price lists or other documents issued by the Supplier are intended as a guide only and shall not be binding on the Supplier.
4.4 The Supplier reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable safety or other statutory or regulatory requirements or, where the Goods are to be supplied to the Customer’s specification, which do not materially affect their quality or performance.
4.5 No order which has been accepted by the Supplier may be cancelled by the Customer except with the agreement in writing of the Supplier on the terms that the Customer shall indemnify the Supplier in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Supplier as a result of such cancellation.
4.6 Suitability and specification
Unless expressly agreed in writing, the Supplier does not provide system design, sizing, specification, commissioning advice or suitability assessments in relation to the Goods. The Customer is solely responsible for ensuring that the Goods (including any equipment, accessories or parts) are suitable for the Customer’s intended purpose, installation environment and performance requirements.

5. The Services
5.1 With effect from the Commencement Date the Supplier shall, in consideration of the price being paid in accordance with Clauses 6 and 7 will provide the Services expressly identified in the quotation, specification schedule or accepted order.
5.2 The Supplier will use reasonable care and skill to perform the Services identified in the quotation, specification schedule or accepted order.
5.3 The Supplier shall use reasonable endeavours to complete its obligations under the Contract, but time will not be of the essence in the performance of such obligations.
5.4 The Supplier shall have the right to make any change to the Services, which are necessary to comply with any relevant law or safety requirement, and will endeavor to notify the Customer in any such event.
5.5 Unless expressly agreed in writing in the quotation, specification schedule or accepted order, the Supplier’s obligations are limited to supply of the Goods (and any expressly identified Services only) and do not include installation, commissioning, integration, testing, configuration, system design or ongoing maintenance.

6. Price
6.1 The price of the Goods and Services shall be the price listed by the Supplier and current at the date of acceptance of the Customer’s order or such other price as may be agreed in writing by the Supplier and the Customer.
6.2 Where the Supplier has quoted a price for the Goods other than in accordance with the Supplier’s published price list the price quoted shall be valid for 30 days only or such lesser time as the Supplier may specify.
6.3 The Supplier reserves the right, by giving written notice to the Customer at any time before delivery or provision, to increase the price of the Goods and/or Services to reflect any increase in the cost to the Supplier which is due to any factor beyond the control of the Supplier (including, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods and services which are requested by the Customer, or any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate information or instructions.
6.4 Except as otherwise stated under the terms of any quotation, specification schedule or accepted order or in any price list of the Supplier, and unless otherwise agreed in writing between the Customer and the Supplier, all prices are exclusive of the Supplier’s charges for packaging and transport.
6.5 The price is exclusive of any applicable value added tax, excise, sales taxes or levies of a similar nature which are imposed or charged by any competent fiscal authority in respect of the Goods and Services, which the Customer shall be additionally liable to pay to the Supplier.

7. Payment
7.1 Subject to any special terms agreed in writing between the Customer and the Supplier, the Supplier shall invoice the Customer for the price of the Goods and Services on or at any time after delivery of the Goods and/or the Provision of the Services (as applicable), unless, in the case of Goods, the Goods are to be collected by the Customer or the Customer wrongfully fails to take delivery of the Goods, in which event the Supplier shall be entitled to invoice the Customer for the price at any time after the Supplier has notified the Customer that the Goods are ready for collection or (as the case may be) the Supplier has tendered delivery of the Goods.
7.2 The Customer shall pay the price of the Goods (less any discount or credit allowed by the Supplier, but without any other deduction, credit or set off) strictly due on receipt of the Supplier’s invoice, save where Condition 7.6 applies, or otherwise in accordance with such credit terms as may have been agreed in writing between the Customer and the Supplier in respect of the Contract. Payment shall be made on the due date notwithstanding that delivery or provision may not have taken place and/or that the property in the Goods has not passed to the Customer.  The time for the payment of the price shall be of the essence of the Contract.  Receipts for payment will be issued only upon request.
7.3 All payments shall be made to the Supplier as indicated on the form of acceptance or invoice issued by the Supplier.
7.4 The Supplier is not obliged to accept orders from any customer or buyer who has not supplied the Supplier with references satisfactory to the Supplier.  If at any time the Supplier is not satisfied as to the creditworthiness of the Customer it may give notice in writing to the Customer that no further credit will be allowed to the Customer in which event no further goods or services will be delivered or provided to the Customer other than against cash payment and notwithstanding sub-Clause 7.2 of these conditions, all amounts owing by the Customer to the Supplier shall be immediately payable in cleared funds.
7.5 All payments required are to be made in accordance with these Conditions and shall be made as stated on the relevant invoice, without any withholdings or deduction unless agreed in writing by the Supplier except such amount (if any) of tax as that party is required to deduct or withhold by law. The Customer shall not be entitled to assert any credit, set-off or counterclaim against the Supplier in order to justify withholding payment of any such amount in whole or in part. 
7.6 Notwithstanding the above, where Goods are ordered via the Supplier’s online trade portal, payment shall be made at checkout unless prior written credit terms have been agreed. Approved credit accounts shall be governed by the agreed credit terms in writing.

8. Delivery and Performance
8.1 Delivery of the Goods shall be made by the Supplier delivering the Goods to the place in the United Kingdom specified in the quotation or accepted order or by the Customer collecting the Goods at a specified location that the parties agree in writing.
8.2 The Delivery Date is approximate only and time for delivery shall not be of the essence unless previously agreed by the Supplier in writing. The Goods may be delivered by the Supplier in advance of the Delivery Date upon giving reasonable notice to the Customer.
8.3 If the Customer fails to take delivery of the Goods or any part of them on the Delivery Date and/or fails to provide any instructions, documents, licences, consents or authorisations required to enable the Goods to be delivered on that date, the Supplier shall be entitled upon giving written notice to the Customer to store or arrange for the storage of the Goods and then notwithstanding the provisions of condition 11.1 risk in the Goods shall pass to the Customer, delivery shall be deemed to have taken place and the Customer shall pay to the Supplier all costs and expenses including storage and insurance charges and re-delivery charges arising from such failure.
8.4 With effect from the Commencement Date the Supplier shall, in consideration of the price being paid in accordance with these Terms and Conditions and the quotation or accepted order provide the Services expressly identified in the quotation or accepted order.
8.5 The delivery driver’s responsibility is to offload to floor level adjacent to the delivery vehicle, equipment up to a size suitable for a tail lift, providing that suitable offloading conditions have been made available. Any further assistance given is at the delivery driver’s discretion. Offloading of larger items is the responsibility of the Customer.
8.6 The Supplier shall have no further liability to the Customer in respect thereof and the Customer may not reject the Goods if delivery is not refused or notice given by the Customer as aforesaid.
8.7 The sale of Goods and/or the provision of Services shall be deemed complete upon delivery of the Goods or completion of the Services, as applicable, in accordance with these Terms and Conditions.
8.8 Probiotic products contain live microorganisms and must be stored in a dry place between 10 – 30ºC to maintain effectiveness.
8.9 Where Goods are sold for export, delivery, risk and related obligations shall be governed by the Supplier’s Export Terms and the applicable Incoterms® agreed between the Parties.

9. Non-Delivery of Goods and Services
9.1 If the Supplier fails to deliver the Goods or provide the Services or any of them on the Delivery Date (or Commencement Date, as appropriate) other than for reasons outside the Supplier’s reasonable control or the Customer’s or its carrier’s fault:
9.1.1 if the Supplier delivers the Goods and/or provides the Services the Supplier shall have no liability in respect of such late delivery; or
9.2 If the Supplier fails to deliver part or all of the Goods or Services on the Delivery Date for reasons outside the Supplier’s reasonable control or through the fault of a third party, the Supplier shall have no liability in respect of such late delivery.

10. Cancellation of Goods and Services
10.1 Pet care and cleaning products are strictly non-returnable and non-refundable. This does not affect the Supplier’s obligations in respect of defective, damaged or incorrectly supplied Goods under Clause 13.
10.2 Orders for mechanical Goods (equipment), Services and Parts cannot be cancelled and returned for credit without the prior agreement and written consent of the Supplier.
10.3 Only new Goods with undamaged packaging and regarded by the Supplier as suitable for resale will be considered for credit or refund at the Supplier’s discretion.
10.4 Credit for returned Goods and cancelled Services will be subject to a cancellation charge proportionate to the costs and loss of earnings incurred by the Company.
10.5 The Customer is responsible for managing any local product returns, recalls, or consumer queries in accordance with applicable local regulations. Where the Supplier initiates a product recall, the Customer shall cooperate and act promptly to assist the recall process in its territory.

11. Risk and Retention of Title
11.1 Risk of damage to or loss of the Goods shall pass to the Customer at:
11.1.1 in the case of Goods to be delivered at the Supplier’s premises, the time when the Supplier notifies the Customer that the Goods are available for collection;
11.1.2 in the case of Goods to be delivered otherwise than at the Supplier’s premises, the time of delivery or, if the Customer wrongfully fails to take delivery of the Goods, the time when the Supplier has tendered delivery of the Goods.
11.2 Legal and beneficial title of the Goods shall not pass to the Customer until the Supplier has received in cash or cleared funds payment in full of the price of the Goods and any other goods supplied by the Supplier and the Customer has repaid all monies owed to the Supplier, regardless of how such indebtedness arose.
11.3 Until payment has been made to the Supplier in accordance with these Conditions and title in the Goods has passed to the Customer, the Customer shall be in possession of the Goods as bailee for the Supplier and the Customer shall store the Goods separately and in an appropriate environment, shall ensure that they are identifiable as being supplied by the Supplier and shall insure the Goods against all reasonable risks.
11.4 The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Supplier, but if the Customer does so all money owing by the Customer to the Supplier shall (without prejudice to any other right or remedy of the Supplier) forthwith become due and payable.
11.5 The Supplier reserves the right to repossess any Goods in which the Supplier retains title without notice. The Customer irrevocably authorises the Supplier to enter the Customer’s premises during normal business hours for the purpose of repossessing the Goods in which the Supplier retains title and inspecting the Goods to ensure compliance with the storage and identification requirements of sub-Clause 11.3.
11.6 The Customer’s right to possession of the Goods in which the Supplier maintains legal and beneficial title shall terminate if:
11.6.1 the Customer commits or permits any material breach of his obligations under these Terms and Conditions;
11.6.2 the Customer enters into a voluntary arrangement under Parts I or VIII of the Insolvency Act 1986, the Insolvent Partnerships Order 1994 (as amended), or any other scheme or arrangement is made with his creditors;
11.6.3 the Customer is or becomes the subject of a bankruptcy order or takes advantage of any other statutory provision for the relief of insolvent debtors;
11.6.4 the Customer convenes any meeting of its creditors, enters into voluntary or compulsory liquidation, has a receiver, manager, administrator or administrative receiver appointed in respect of its assets or undertaking or any part thereof, any documents are filed with the court for the appointment of an administrator in respect of the Customer, notice of intention to appoint an administrator is given by the Customer or any of its directors or by a qualifying floating charge-holder (as defined in paragraph 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for the winding up of the Customer or for the granting of an administration order in respect of the Customer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Customer.

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

13. Defective Goods
13.1 If on delivery any of the Goods are defective in any material respect and either the Customer lawfully refuses delivery of the defective Goods or, if they are signed for on delivery as “condition and contents unknown” the Customer gives written notice of such defect to the Supplier within one business days of delivery, the Supplier shall at its option:
13.1.1 replace the defective goods; or
13.1.2 repair the defective goods; or
13.1.3 refund to the Customer the price for those Goods (or parts thereof, as appropriate) which are defective;
but the Supplier shall have no further liability to the Customer in respect thereof and the Customer may not reject the Goods if delivery is not refused or notice given by the Customer as set out above.
13.2 No Goods may be returned to the Supplier without the prior agreement in writing of the Supplier.  Subject thereto any Goods returned which the Supplier is satisfied were supplied subject to defects of quality or condition which would not be apparent on inspection shall either be replaced free of charge or, at the Supplier’s sole discretion the Supplier shall refund or credit to the Customer the price of such defective Goods but the Supplier shall have no further liability to the Customer.
13.3 The Supplier shall be under no liability in respect of any defect arising from fair wear and tear, or any wilful damage, negligence, subjection to normal conditions, failure to follow the Supplier’s instructions (whether given orally or in writing), misuse or alteration of the Goods without the Supplier’s prior approval, or any other act or omission on the part of the Customer, its employees or agents or any third party.
13.4 Goods, other than defective Goods returned under sub-Clauses 13.1 or 13.2, returned by the Customer and accepted by the Supplier may be credited to the Customer at the Supplier’s sole discretion and without any obligation on the part of the Supplier.
13.5 Subject as expressly provided in these Terms and Conditions, and except where the Goods are sold under a consumer sale, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
13.6 The Customer shall be responsible for ensuring that, except to the extent that instructions as to the use or sale of the Goods are contained in the packaging or labelling of the Goods, any use or sale of the Goods by the Customer is in compliance with all applicable statutory requirements and that handling and sale of the Goods by the Customer is carried out in accordance with directions given by the Supplier or any competent governmental or regulatory authority and the Customer will indemnify the Supplier against any liability loss or damage which the Supplier might suffer as a result of the Customer’s failure to comply with this condition.

14. Mechanical Equipment Warranty
14.1 Warranties for Goods are as dictated by the Terms and Conditions of the equipment manufacturer.
14.1A Where any manufacturer warranty applies, the Customer shall comply with all manufacturer requirements (including installation, commissioning, servicing and record-keeping) as a condition of warranty validity. The Supplier’s obligations are limited to the extent of any warranty expressly provided under this Clause 14.
14.2 The Supplier guarantees that Goods provided that require installation shall be free from any and all defects for a period of 12 months following delivery and shall be of satisfactory quality within the meaning of the Sale of Goods Act 1979.
14.3 The Warranty is valid only if the goods are proven to have been installed and reasonably and routinely maintained by a suitably trained operative; and if the Customer gives notice in writing to the Supplier during the Warranty Period within  a reasonable time of discovery that some or all of the Goods do not comply with the Warranty set out in Clause 14.2.
14.4 No Goods may be returned to the Supplier without the prior agreement in writing of the Supplier.
14.5 The Customer is liable for the cost of returning the Goods to the Supplier if they are found not defective.
14.6 The Supplier shall not be liable for the Goods, failure to comply with the Warranty set out in Clause 14.2 in any of the following events:
14.6.1 the Customer makes any further use of such Goods after giving notice in accordance with Clause 14.3;
14.6.2 the defect arises because the Customer failed to follow the Supplier’s oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;
14.6.3 the defect arises as a result of the Supplier following any drawing, design or specification supplied by the Customer.
14.6.4 the Customer misuses, alters or repairs such Goods without the written consent of the Supplier.
14.6.5 any modifications or alterations made to the Goods without the Supplier’s prior written agreement may invalidate the Warranty; or
14.6.6 the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.        
14.7 These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.
14.8 The original stated Warranty Period from the time of original purchase will continue following any Warranty exchange or parts replacement.
14.9 Goods purchased for hire only carry no Warranty.

15. Customer’s Default
15.1 If the Customer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Supplier, the Supplier shall be entitled to:
15.1.1 cancel the order or suspend any further deliveries or provision of Goods and Services to the Customer;
15.1.2 appropriate any payment made by the Customer to such of the Goods and/or Services (or the goods and/or services supplied under any other contract between the Customer and the Supplier) as the Supplier may think fit (notwithstanding any purported appropriation by the Customer); and
15.1.3 charge the Customer interest (both before and after any judgement) on the amount unpaid, at the rate of 8% per annum above the Bank of England base rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).
15.2 This condition applies if:
15.2.1 the Customer fails to perform or observe any of its obligations hereunder or is otherwise in breach of the Contract;
15.2.2 the Customer becomes subject to an administration order or enters into a voluntary arrangement under Parts I or VIII of the Insolvency Act 1986 or the Insolvent Partnerships Order 1994 (as amended) or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation;
15.2.3 an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Customer;
15.2.4. the Customer ceases, or threatens to cease, to carry on business; or
15.2.5 the Supplier reasonably apprehends that any of the events mentioned above is about to occur in relation to the Customer and notifies the Customer accordingly.
15.3 If sub-Clause 15.2 applies then, without prejudice to any other right or remedy available to the Supplier, the Supplier shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Customer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

16. Liability
16.1 The Supplier will not by reason of any representation, implied warranty, condition or other term, or any duty at common law or under express terms of the Contract (or these Terms and Conditions), be liable for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the Supplier’s servants or agents or otherwise) which arise out of or in connection with the supply of the Goods and Services.
16.2 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.
16.3 The Customer shall indemnify the Supplier against all damages, costs, claims and expenses suffered by the supplier, arising from loss or damage to any equipment (including that of third parties) caused by the Customer, its agents or employees.
16.4 Where the Customer consists of two or more persons such expression throughout shall mean and include such two or more persons and each or any of them.  All obligations on the part of such a Customer shall be joint and several obligations of such persons.
16.5 The Supplier shall not be liable to the Customer or be deemed to be in breach of these terms and conditions by reason of any delay in performing, or any failure to perform, any of the Supplier’s obligations if the delay or failure was due to any cause beyond the Supplier’s reasonable control.
16.6 Nothing in these Terms and Conditions excludes or limits the liability of the Supplier:
16.6.1 for any matter which it would be illegal for the Supplier to exclude or attempt to exclude its liability; or
16.6.2 for fraud or fraudulent misrepresentation.
16.7 Subject to the remaining provisions of this Clause 16:
16.7.1 the Supplier’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the Contract Price; and
16.7.2 the Supplier shall not be liable to the Customer for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.
16.8 Without prejudice to Clause 16.7.2, the Supplier shall not be liable for any losses arising from system downtime, loss of use, loss of stored goods or stock, loss of production, loss of contracts, loss of anticipated savings, or business interruption, whether direct or indirect.

17. Confidentiality
17.1 Each Party undertakes that, except as provided by sub-Clause 15.2 or as authorised in writing by the other Party, it shall, at all times during the continuance of the Contract and for two years after its termination:
17.1.1 keep confidential all Confidential Information;
17.1.2 not disclose any Confidential Information to any other person;
17.1.3 not use any Confidential Information for any purpose other than as contemplated by and subject to these Terms and Conditions and the Contract;
17.1.4 not make any copies of, record in any way or part with possession of any Confidential Information; and
17.1.5 ensure that none of its directors, officers, employees, agents or advisers does any act which, if done by that Party, would be a breach of the provisions of sub-clauses 17.1.1 to 17.1.4 above.
17.2 Either Party may:
17.2.1 disclose any Confidential Information to:
17.2.1.1 any sub-contractor or supplier of that Party;
17.2.1.2 any governmental or other authority or regulatory body; or
17.2.1.3 any employee or officer of that Party or of any of the aforementioned persons, parties or bodies;
to such extent only as is necessary for the purposes contemplated by these Terms and Conditions and the Contract, or as required by law, and in each case subject to that Party first informing the person, party or body in question that the Confidential Information is confidential and (except where the disclosure is to any such body as is mentioned in sub-Clause 17.2.1.2 above or any employee or officer of any such body) obtaining and submitting to the other Party a written undertaking from the person in question, as nearly as practicable in the terms of this Clause 17, to keep the Confidential Information confidential and to use it only for the purposes for which the disclosure is made; and
17.2.2 use any Confidential Information for any purpose, or disclose it to any other person, to the extent only that it is at the date of the Contract, or at any time after that date becomes, public knowledge through no fault of that Party, provided that in doing so that Party does not disclose any part of that Confidential Information which is not public knowledge.
17.3 The provisions of this Clause 17 shall continue in force in accordance with their terms, notwithstanding the termination of the Contract for any reason.

18. Intellectual Property Rights

18.2 All Intellectual Property Rights in or arising out of, or in connection with the Goods and Services, shall be owned by the Supplier.
18.3 The Customer acknowledges that, in respect of any third-party Intellectual Property Rights, the Customer’s use of any such Intellectual Property Rights is conditional on the Supplier obtaining a written license from the relevant licensor on such terms as will entitle the Supplier to license such rights to the Customer.

19. Communications
19.1 All notices under these Terms and Conditions and under the Contract shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice.
19.2 Notices shall be deemed to have been duly given:
19.2.1 when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient; or
19.2.2 when sent, if transmitted by e-mail and a successful transmission report or return receipt is generated; or
19.2.3 on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid; or
19.2.4 on the tenth business day following mailing, if mailed by airmail, postage prepaid.
19.3 All notices under this Agreement shall be addressed to the most recent address or e-mail address notified to the other Party. For operational trade matters, notices and communications may be sent to trade@ingenious-probiotics.com unless otherwise notified in writing.

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

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

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

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

24. Data Protection
24.1 All personal data that we may use will be collected, processed, and held in accordance with the provisions of EU Regulation 2016/679 General Data Protection Regulation (“GDPR”) and Your rights under the GDPR.
24.2 For complete details of our collection, processing, storage, and retention of personal data including, but not limited to, the purpose(s) for which personal data is used, the legal basis or basis for using it, details of your rights and how to exercise them, and personal data sharing (where applicable), please see Our Privacy Notice from enquiries@pure-ingenious.com.

25. Data Processing
Relevant Parties shall comply with all applicable data protection requirements set out in the Data Protection Legislation

26. Law and Jurisdiction
26.1 These Terms and Conditions and the Contract (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.
26.2 Any dispute, controversy, proceedings or claim between the Parties relating to these Terms and Conditions or to the Contract (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.
26.3 If these Terms and Conditions are translated into another language for the Customer’s convenience, the English version shall prevail in case of any discrepancies.

These Terms were last reviewed and updated on 26th February 2026. Previous versions are available upon request.