TERMS & CONDITIONS
TERMS & CONDITIONS
FREUDENBERG HOME AND CLEANING SOLUTIONS LIMITED (“FHCSL”) GENERAL TERMS OF SALE (DECEMBER 2024)
1. Definition
“Business Day” means Monday to Friday inclusive, with the exception of bank holidays and public holidays in England and Wales.
“Conditions” the terms and conditions set out in this document as amended from time to time in accordance with Clause 2.4.
“Contract” the contract between FHCSL and the Customer for the sale and purchase of the Goods in accordance with these Conditions.
“Contract Documents” the documents which together comprise the Contract, as more particularly specified in Clause 2.4.
“Customer” the sole trader, partnership, corporate or public entity (including National Account Customers) who purchases the Goods from FHCSL’s consumer or professional divisions.
“Delivery Location” has the meaning given in Clause 5.2.
“FHCSL National Account Manager” an employee responsible for managing relationships with National Account Customers.
“FHCSL” a limited company under company number 00940747 and registered address 2 Chichester Street, Rochdale, Lancashire, OL16 2AX.
“Force Majeure Event” an event, circumstance or cause beyond a party's reasonable control.
“Goods” the goods (or any part of them) set out in the Order.
“Intellectual Property Rights” patents, rights to inventions, copyright and related rights, moral rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, 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, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
“National Account Customer” customers designated a National Account Customer by FHCSL.
“Order” the Customer's order for the Goods.
“UK Data Protection Legislation” all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive (2002/58/EC) (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
(b) A reference to a party includes its successors and permitted assigns.
(d) A reference to writing or written excludes fax but not email.
2. Basis of Contract
2.1 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the Goods requested in the Order submitted by the Customer are complete and accurate.
2.2 These Conditions shall apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, which are implied by law, trade custom, practice or course of dealing.
2.3 Any advertising, promotional or sales material issued by FHCSL to the Customer is intended by FHCSL to be purely illustrative or indicative in nature. Such material or literature shall not form part of the Contract.
2.4 No variation of the Contract shall be effective unless it is agreed by the parties and signed for in writing by each party’s authorised representative(s). If there is any inconsistency between the provisions between any of the Contract Documents, they shall prevail in the following descending order of priority:
(a) Order;
(b) any document not mentioned in Clause 2.4 (a) and (c) which the parties intend to be legally binding, including any correspondence between the parties setting out further specifications, minor adjustments or clarifications of the provisions of the other Contract Documents; and
(c) these Conditions.
2.5 In the event FHCSL participate in a Customer’s electronic platform and activate any dialogue boxes requested by the system, such activation does not constitute an acceptance of its terms of use or any other general terms and conditions of the Customer.
3. Formation of the Contract
3.1 The Order will include details of the type (including any Product code numbers) and quantity of the Products ordered by the Customer. FHCSL reserves the right to reject any Order that does not include information required to process the Order correctly.
3.2 The Order shall be deemed to be accepted upon FHCSL processing the Order, at which point the Contract shall come into existence. Statements made orally or by phone by FHCSL representatives shall be binding only if confirmed in writing.
4. The Goods
4.1 FHCSL reserves the right to apply a minimum order charge to the Order if the price of the total Goods in the Order is below £500.
4.2 FHCSL reserves the right to amend the Goods and shall notify the Customer if required to by:
(a) any applicable statutory or regulatory requirements;
(b) any customary or technically unavoidable deviations from physical and chemical quantities to the Goods, including colours, recipes, chemical contamination, processes and the use of raw materials as well as order sizes and reasonable quantity variances;
(c) a change or shortage in the supply of raw materials used in the production or manufacture of the Goods; or
(d) a delay or withholding of raw materials used in the production or manufacture of the Goods by a supplier not caused by any wrongful act or omission by FHCSL.
5. Delivery of the Goods
5.1 FHCSL shall ensure that each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, the relevant Customer and FHCSL reference number(s), the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered. The Customer must counter-sign the delivery note upon delivery of the Goods subject to clause 5.9.
5.2 FHCSL shall deliver the Goods to the location details provided in the Order or such other location as the parties may agree (Delivery Location). The Customer shall at FHCSL’s discretion, bear the costs of any additional expenditure incurred by FHCSL for any specific type of transport requirements for delivery of the Goods prescribed by the Customer.
5.3 If FHCSL is unable to deliver the Goods at the Delivery Location, or the Customer fails to accept delivery of the Goods at the time or date specified for delivery of the Goods, FHCSL shall make a further attempt to deliver the Goods on the same day or alternatively make arrangements to deliver the Goods at another suitable time and date agreed with the Customer (such agreement not to be unreasonably delayed or withheld).
5.4 If the Customer fails to accept the Goods upon the second attempt for delivery, then:
(a) FHCSL shall store the Goods until actual delivery takes place and may charge the Customer for all related costs and expenses (including insurance); and
(b) delivery is deemed to have taken place on second attempted delivery date for the purpose of clause 6.1 and to the extent necessary in order to for FHCSL to be entitled to issue its invoice.
5.5 Delivery of the Goods shall be deemed to have taken place on the completion of unloading of the Goods at the Delivery Location.
5.6 Any dates or lead times quoted for delivery of the Goods are approximate only and the time of delivery is not of the essence unless agreed in writing by the parties that the date for delivery of the Goods is on a fixed date(s). FHCSL shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer's failure to provide FHCSL with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
5.7 If any Goods specified in an Order by the Customer are out-of-stock, FHCSL reserves the right to continue to make delivery of such Goods that are in stock and shall notify the Customer once the out-of-stock products are replenished. Delivery of the Goods requested which were out of stock at the time the Order was placed will be made at a suitable time and date agreed with the Customer (such agreement not to be unreasonably delayed or withheld).
5.8 FHCSL may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment and further instalments may be withheld for delivery by FHCSL until such time as the Goods comprised in earlier instalments whether under the relevant Contract or any other have been paid in full and cleared funds when due.
5.9 Subject to Clause 5.10, the Customer must countersign the delivery note on delivery and in doing so acknowledges and agrees that the number of the pallets or parcels delivered is in accordance with the Order.
5.10 The Customer shall within 48 hours of delivery of the Goods:
(a) conduct a thorough inspection of the goods; and
(b) notify FHCSL in writing to such individual or address as FHCSL may specify from time to time if the Customer, as a result of such inspection, determines that the quantity of the Goods delivered does not correspond with the contract or that the Goods are damaged in any way or do not comply with the warranty at clause 7.1.
5.11 The Customer must inform FHCSL in writing within 5 days of receipt of any invoice from FHCSL in the event of the non-delivery of the Goods to which that invoice relates.
5.12 The time limits specified in clauses 5.10 and 5.11 are of the essence and the Customer shall not be entitled to any remedy under the Contract pursuant to any claim or notification made to FHCSL after the expiry of the relevant time limit or where the Customer has otherwise failed to comply with the requirements of this clause 5.
5.13 Any claims submitted to FHCSL in respect of the Contract must include full particulars of the claim as well as the Order number, a copy of the invoice (if applicable) and a copy of the delivery note. The claim must be signed by the Customer (if an individual) or by an authorised signatory of the Customer and must be filed within the time limits set out in these Conditions (including without limitation clause 9.5).
6. Title and risk
6.1 Risk in the Goods shall pass to the Customer on completion of delivery (including deemed delivery in accordance with clause 5.5).
6.2 Title to the Goods shall not pass to the Customer until FHCSL receives payment in full (in cash or cleared funds) for the Goods in respect of which payment has become due.
6.3 Until title to the Goods has passed to the Customer, the Customer shall:
(a) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as FHCSL’s property;
(b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
(c) maintain the Goods in a satisfactory condition and keep them insured against all risks for their full price on FHCSL’s behalf from the date of delivery;
(d) notify FHCSL immediately if it becomes subject to any of the events listed in Clause 10.1(a) to Clause 10.1(e); and
(e) give FHCSL such information relating to the Goods as FHCSL may require from time to time.
6.4 If before title to the Goods passes to the Customer, the Customer becomes subject to any of the events listed in Clause 10.1(a) to Clause 10.1(e); then, without limiting any other right or remedy FHCSL may have:
(a) the Customer's right to resell Goods or use them in the ordinary course of its business ceases immediately; and
(b) FHCSL may at any time:
i. suspend the delivery of all future Goods under the Contract or any other;
ii. require the Customer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product; and
iii. if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them (and the Customer shall procure access to any such third party premises for the benefit of FHCSL).
7. Quality of the Goods and Warranties
7.1 FHCSL warrants that the Goods shall on delivery:
(a) conform in all material respects with their description;
(b) be free from all material defects in design, material and workmanship;
(c) be of satisfactory quality within the meaning of the Sale of Goods Act 1979.
7.2 Subject to Clause 7.3 and except to the extent otherwise specifically agreed between the parties, FHCSL shall, at its option, replace the defective Goods, or refund the price of the defective Goods in full on the condition that:
(a) the Customer has complied with its obligations under clause 5 as applicable; and
(b) FHCSL is given a reasonable opportunity of examining such Goods. If complaints are considered unfounded, FHCSL reserves the right to charge the Customer for any transport costs and inspection expenses.
7.3 FHCSL shall not be liable for the Goods' failure to comply with the warranty in Clause 7.1 if:
(a) the Customer makes any further use of such Goods after giving a notice in accordance with Clause 5.11(b);
(b) the defect arises because the Customer failed to follow FHCSL's oral or written instructions as to the storage, use or maintenance of the Goods or (if there are none) good trade practice regarding the same;
(c) the Customer alters or repairs such Goods without the written consent of FHCSL; or
(d) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage conditions.
7.4 Except as provided in this Clause 7, FHCSL shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in Clause 7.1.
7.5 To the extent that the Goods:
(a) incorporate the design, information, data, specifications, practices and techniques provided by the Customer; or
(b) are based on active pharmaceutical ingredients or parts and components selected or provided by the Customer; or
(c) sterilised by a third party selected by the Customer,
FHCSL shall not be liable for the Goods’ failure to comply with the warranty set out in Clause 7.1. The Customer shall indemnify and hold harmless FHCSL from any related costs and third-party claims arising out of all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by FHCSL in connection with any claim made against FHCSL arising out of or in connection with the Goods as modified under this Clause 7.5.
7.6 Information and documentation provided by FHCSL to the Customer on delivery (e.g. as provided in product information, electronic media or on labels) are based on FHCSL’s general experience and knowledge. The product information as well as expressly agreed features or application purposes shall not relieve the Customer from the obligation to test the Goods for their intended purpose and to take the respective precautions for careful storage of the Goods.
7.7 The warranties are restricted to those as set out in Clause 7.1. No other warranty, written or oral, is expressed or implied by FHCSL or may be inferred from a course of dealing neither based on advertisements or commercial use.
7.8 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.
7.9 These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.
8. Customer’s obligations
8.1 The Customer shall:
(a) ensure that the terms of the Order and any other information that it provides are complete and accurate;
(b) co-operate with FHCSL in all matters relating to the Goods;
(c) provide FHCSL, its employees, agents, consultants and subcontractors, with access to the Customer's premises, office accommodation and other facilities as reasonably required by FHCSL to deliver the Goods; and
(d) provide FHCSL with such information and materials as FHCSL may reasonably require in order to provide the Goods and ensure that such information is complete and accurate in all material respects.
8.2 If FHCSL’s performance of any of its obligations under the Conditions is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation:
(a) without limiting or affecting any other right or remedy available to it, FHCSL shall have the right to suspend delivery of the Goods until the Customer remedies them; and
(b) FHCSL shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from FHCSL's failure or delay to perform any of its obligations as set out in this Clause 8.2.
9. Prices and Payment
9.1 The prices of the Goods as agreed in writing with the Customer from time to time:
(a) exclude amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to the Supplier at the prevailing rate, subject to the receipt of a valid VAT invoice; and
(b) include all overheads and inclusive of delivery and insurances charges.
9.2 FHCSL may set a minimum order quantity (MOQ) in respect of the sale of any Goods at its sole discretion from time to time. For any Orders that do not meet the MOQ, FHCSL may impose an additional charge which shall be confirmed in writing to the Customer prior to or upon the Order being accepted by FHCSL.
9.3 Unforeseeable and not insignificant cost changes for the provision of deliveries, such as raw material, wage and energy costs, shall entitle FHCSL to impose corresponding extraordinary price adjustments. The proposed price adjustment will be notified to the Customer in writing. The proposed adjustment shall become binding on the Customer from the date stated in the notice (being no earlier than one month from the date on which the notice was served), if the Customer does not object in writing within a period of one month from receipt of notification of the change. If the Customer objects to the adjustment within such one month period, and an agreement on the adjustment is not reached by the end of this period, each party has the right to terminate the Contract (in respect of the Goods that are the subject of the proposed price adjustment only) by written notice with immediate effect.
9.4 Subject to clause 9.5 the Customer shall pay each invoice submitted by FHCSL:
(a) within 30 days from the end of the month of the date of the invoice or any such period as may be as may be agreed by the parties); and
(b) in full and in cleared funds to a bank account nominated in writing by FHCSL.
9.5 The Customer must notify FHCSL, if it considers that invoice to be incorrect in any way, in respect of the prices specified within it, within 7 days of receipt. If the Customer fails to do so it shall be deemed to have confirmed the invoice is correct. Time for payment of the invoice(s) shall be of the essence of the Contract.
9.6 If the Customer fails to make a payment due to FHCSL under the Contract by the due date, then, without limiting FHCSL’s remedies under Clause 10 (Termination), the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this Clause 9.6 will accrue each day at 8% a year above the Bank of England's base rate from time to time.
9.7 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
9.8 Upon request from FHCSL, the Customer shall provide FHCSL with any documentary evidence for tax purposes, which FHCSL consider necessary under the applicable statutory provisions to prove FHCSL exemption from VAT for cross-border deliveries. In case of non-compliance, the Customer shall, after receipt of a corrected invoice, cover any VAT claims and interest imposed on FHCSL by the tax authorities. The Customer shall inform FHCSL about the invalidity or any changes in its VAT identification number without undue delay.
9.9 FHCSL has taken or shall take all measures reasonably necessary to ensure full compliance with its obligations under the Plastic Packaging Tax (General) Regulations 2021. In particular, FHCSL shall ensure that the following measures are taken:-
(a) registration with HMRC for the purposes of Plastic Packaging Tax;
(b) submission of quarterly returns in accordance with the requirements of the above legislation; and
(c) maintenance of complete and accurate records sufficient to enable the submission of the above returns.
10. Termination
10.1 Without affecting any other right or remedy available to it, FHCSL may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer:
(a) commits a material breach of its obligations under the Contract and (if such breach is remediable) fails to remedy that breach within 10 Business Days after receipt of notice in writing to do so;
(b) fails to pay any amount due under the Contract on the due date for payment;
(c) takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;
(d) suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
(e) financial position deteriorates to such an extent that in FHCSL’s opinion the Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
10.2 Without affecting any other right or remedy available to it, FHCSL may suspend the all further deliveries of Goods under the Contract or any other contract between the Customer and FHCSL if the Customer fails to pay any amount due under the Contract on the due date for payment, the Customer becomes subject to any of the events listed in Clause 10.1 (a) to (e) or FHCSL reasonably believes that the Customer is about to become subject to any of them.
11. Consequences of termination
11.1 On termination of the Contract, the Customer shall immediately pay to FHCSL all outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, FHCSL shall submit an invoice, which shall be payable by the Customer immediately on receipt.
11.2 Termination of the Contract shall not affect any rights, remedies, obligations and liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
11.3 Any provision of the Contract that expressly or by implication is intended to have effect after termination shall continue in full force and effect.
12. Intellectual property rights
12.1 All Intellectual Property Rights in or arising out of or in connection with the Contract (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by FHCSL.
13. Data protection
13.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 13 is in addition to, and does not relieve, remove or replace, a party's obligations under the Data Protection Legislation.
13.2 In this clause 13, ‘personal data’, ‘process’ and ‘data subject’ shall have the meaning given to those terms in the UK Data Protection Legislation.
13.3 The parties acknowledge that FHCSL may process personal data provided on behalf of the Customer under UK Data Protection Legislation. Where this is the case, the Customer is the data controller and FHCSL is the data processor (where data controller and data processor have the meanings as defined in the UK Data Protection Legislation).
13.4 Without prejudice to the generality of clause 13.2, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to FHCSL for the duration and purposes of these Conditions.
13.5 Without prejudice to the generality of clause 13.2, the Customer shall, in relation to any personal data processed in connection with the performance by FHCSL of its obligations under these Conditions:
(c) ensure all personal data is kept confidential;
(d) not transfer any personal data outside of the European Economic Area unless the prior written consent of the Customer has been obtained and the following conditions are fulfilled:
i. the Customer or FHCSL has provided appropriate safeguards in relation to the transfer;
ii. the data subject has enforceable rights and effective legal remedies;
(e) assist the Customer, at the Customer's cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
(f) notify the Customer on becoming aware of a personal data breach;
(g)comply with any reasonable request of the Customer to amend, transfer, return or destroy the personal data or any part thereof unless required by the UK Data Protection Legislation to store the personal data; and
13.6 The Customer consents to FHCSL engaging any person as a sub-processor for the processing of personal data. FHCSL will inform the Customer of any intended changes concerning the addition or replacement of sub-processors.
14. Limitation of Liability
14.1 The limits and exclusions in this clause reflect the insurance cover the Supplier has been able to arrange and the Customer is responsible for making its own arrangements for the insurance of any excess liability.
14.2 Nothing in these Conditions shall exclude or restrict the liability of either party to the other for death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors, or for fraud or fraudulent misrepresentation, breach of the terms implied by section 12 of the Sale of Goods Act 1979, defective products under the Consumer Protection Act 1987 or in any other circumstances where liability may not be limited under any applicable law.
14.3 The total liability of FHCSL to the Customer whether in contract (including under any indemnity), tort, negligence, breach of statutory duty, misrepresentation, restitution or otherwise for any loss or damage, costs or expenses arising under or in connection with any Contract shall not exceed an amount equal to the monies as have been paid or payable to FHCSL under the relevant Contract (in respect of which the Customer’s claim arises) in the 12 months up to and including the date of the Customer’s claim.
14.4 FHCSL shall not be liable to the Customer whether in contract, tort, negligence, breach of statutory duty or otherwise for the loss of profit, revenue, sales or business, use, anticipated savings, agreements or contracts, damage to goodwill, reputation or opportunity (in each case whether direct or indirect), or for any indirect or consequential loss or damage, costs or expenses whatsoever or howsoever arising out of or in connection with any Contract.
14.5 The Customer shall maintain in force at all times, with a reputable insurer, such insurance policies as may be required to cover its potential liabilities arising under the Contracts and as appropriate for the Customer’s business and marketplace (including, without limitation, public liability insurance and product liability insurance). The Customer shall provide written confirmation from its insurers of such policies to FHCSL upon request.
14.6 This Clause 14 shall survive termination of the Contract.
15. Confidentiality
15.1 The Customer shall implement adequate measures to not disclose confidential information concerning the business, affairs, customers, clients or suppliers of FHCSL or of any member of the group of companies to which FHCSL party belongs, except as permitted by Clause 15.2.
15.2 The Customer may disclose FHCSL confidential information:
(a) to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the Customers’ rights or carrying out its obligations under or in connection with these Conditions. The Customer shall ensure that its employees, officers, representatives or advisers to whom it discloses the FHCSL’s confidential information comply with this Clause 15; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority; or
(c) already known to the Customer or in the public domain at the time of disclosure or subsequently becomes public knowledge other than through a fault of the Customer; or
(d) subsequently developed by the Customer completely independent from the confidential information.
15.3 The Customer has no right of retention regarding confidential information or documents or materials containing confidential information and shall so requested by the FHCSL at any time by notice in writing to the Customer, the Customer shall promptly destroy or return to FHCSL all documents and materials (and any copies) containing, reflecting, incorporating or based on FHCSL confidential information and certify in writing to FHCSL that it has complied with the requirements at this Clause 15.3.
16. Compliance and Recalls
16.1 The parties will comply with the obligations contained in the European Chemicals Regulation No. 1907/2006 (“REACH”).
16.2 In the event of a voluntary or government-mandated recall, field correction, market withdrawal, stock recovery or other similar action with respect to the Goods is required, the Customer will consult with FHCSL without any undue delay. The final decision for handling any recall shall rest with FHCSL. Each party will designate a representative responsible for the exchange of such information and for all other regulatory information. In the event of a recall, the Customer will not make any statement to the press or public concerning the recall without first notifying FHCSL and obtaining our prior approval of any such statement.
16.3 In relation to the Contract or its use of the Goods, the Customer shall comply with all foreign trade regulations, in particular all applicable UK, European Union and US export control regulations. The Customer further undertakes to comply with all other laws applicable to it as well as with the specifications in any compliance codes or other codes notified to it by FHCSL, including in connection with any legislation applicable to any member of FHCSL’s group of companies. Further, the Customer shall not, in relation to the Contract or its use of the Goods, do business in connection with ABC weapons or military end-use, or establish or maintain direct or indirect business or other connections with terrorists, terrorist associations or other criminal or anti-constitutional organisations. The Customer shall, by implementing appropriate organisational measures and in particular by means of appropriate software systems, comply with all applicable embargoes, all European anti-terrorism and anti-crime regulations, as well as any corresponding US or other applicable regulations in the context of the supply relationship and within the scope of its business operations. Upon dispatch of the Goods by FHCSL, the Customer alone shall be responsible for compliance with the above provisions. The Customer shall indemnify FHCSL against all claims and costs - including reasonable lawyers' and consultants' fees or administrative fees or fines - incurred by FHCSL as a result of any infringement of the above provisions or laws by the Customer, its affiliated companies or employees, representatives or vicarious agents, save to the extent that FHCSL is responsible for the infringement.
17. Force Majeure
17.1 Neither party shall be in breach of the Conditions nor liable for delay in performing or failure to perform, any of its obligations under the Conditions if such delay or failure result from events, circumstances or causes beyond its reasonable control (a Force Majeure Event). In such circumstances, the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be. If the period of delay or non-performance continues for a period of two consecutive weeks the party not affected may terminate the affected Contract by giving 10 days’ written notice to the affected party.
18. Assignment and other dealings
18.1 FHCSL may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
18.2 The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of FHCSL.
19. Notices
19.1 Any notice given to a party under or in connection with these Conditions shall be in writing and shall be:
(a) delivered by hand or by pre-paid first-class post or other next Business Day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
(b) sent by email to the addresses specified by the parties on the Order.
19.2 Any notice shall be deemed to have been received:
(a) if delivered by hand, on signature of a delivery receipt; and
(b) if sent by pre-paid first-class post, the second Business Day after posting; and
(c) if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this Condition, business hours mean 9.00am to 5.00pm Monday to Friday on a Business Day.
19.3 Clauses 19.1 and 19.2 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
20. Severance
20.1 If any provision or part-provision of these Conditions is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Conditions. If any provision or part provision of these Conditions is deemed deleted under this Clause 20 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the commercial result of the original provision.
21. Waiver
21.1 A waiver of any right or remedy under these Conditions or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under these Conditions or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Conditions or by law shall prevent or restrict the further exercise of that or any other right or remedy.
22. No partnership or agency
22.2 Nothing in these Conditions is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.
23. Entire Agreement
23.1 These Conditions constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
23.2 Each party acknowledges that in entering into the Contract(s) it does not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Conditions. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in these Conditions.
24. Third party rights
24.1 Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
25. Governing law
25.1 These Conditions and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
26. Jurisdiction
26.1 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 these Conditions or its subject matter or formation.