FREUDENBERG HOUSEHOLD PRODUCTS LP (“FHP”) GENERAL TERMS OF SALE (January 2023)

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 FHP 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 which purchases the Goods from FHP’s consumer or professional divisions

“Delivery Location” has the meaning given in Clause 5.2.

“FHP National Account Manager” an employee responsible for managing relationships with National Account Customers.

“Freudenberg Household Products Limited Partnership”, “FHP” a limited partnership under company number LP003997 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 FHP.

“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.

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 FHP to the Customer is intended by FHP to be purely illustrative or indicative in nature. Any such material or literature shall form part of the Contract.

2.4 No variation of this Contract shall be effective unless it agreed by the parties and signed for in writing. 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 FHP 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. FHP 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 FHP processing the Order, at which point the Contract shall come into existence. Statements made orally or by phone by FHP representatives shall be binding only if confirmed in writing.

4. The Goods

4.1 FHP reserves the right to apply a minimum order charge to the Order if the price of the total Goods in the Order is below £300.

4.2 FHP 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 FHP.

5. Delivery of the Goods

5.1 FHP 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 FHP 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.

5.2 FHP shall deliver the Goods to the location details provided or such other location as the parties may agree (Delivery Location). The Customer shall at FHP’s discretion, bear the costs of any additional expenditure incurred by FHP for any specific type of transport requirements for delivery of the Goods prescribed by the Customer.

5.3 If FHP 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, FHP shall ensure to 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 Delivery of the Goods shall be completed on the completion of unloading of the Goods at the Delivery Location.

5.5 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). FHP 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 FHP with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

5.6 If any Goods specified in an Order by the Customer are out of stock, FHP 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).

5.7 FHP 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 FHP 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.

5.8 It is the Customer’s responsibility to inspect the Goods upon delivery to the Delivery Location.

5.9 The Customer shall be required to provide notice to FHP within 48 hours of completion of delivery of the Goods at the Delivery Location and in accordance with Clause 5.12 in the event that the Customer determines the quantity of the Goods delivered does not correspond with the Order.

5.10 The Customer shall be required to notify FHP in accordance with Clause 5.12 in the event of loss or non-delivery of the Goods to the Delivery Location within five days of receipt of the invoice submitted by FHP to the Customer in relation to the applicable Goods.

5.11 The Customer shall be required to notify FHP in accordance with Clause

5.12 in relation to any queries raised for the price of the Goods within seven days of receipt of the invoice submitted by FHP to the Customer in relation to the applicable Goods. 5.12 FHP will only consider claims made by the Customer pursuant to Clauses 5.9 -5.11 if the above stipulated time periods in which the Customer must notify FHP are met. Any claim submitted to FHP 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 (if applicable). The claim must be signed by an authorised person from the Customer setting out the name of such person and confirming their authority to act.

6. Title and risk

6.1 Risk in the Goods shall pass to the Customer on completion of delivery.

6.2 Title to the Goods shall not pass to the Customer until FHP 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 FHP’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 FHP’s behalf from the date of delivery;

(d) notify FHP immediately if it becomes subject to any of the events listed in Clause 10.1(a) to Clause 10.1(e); and

(e) give FHP such information relating to the Goods as FHP 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 FHP may have:

(a) the Customer's right to resell Goods or use them in the ordinary course of its business ceases immediately; and

(b) FHP may at any time:

(i) to 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.

7. Quality of the Goods and Warranties

7.1 FHP 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 1976; and

(d) be fit for any purpose held out by FHP.

7.2 Subject to Clause 7.3 and except to the extent otherwise specifically agreed between the parties, FHP shall, at its option, replace the defective Goods, or refund the price of the defective Goods in full on the basis

(a) the Customer gives FHP notice within 48 hours of delivery of the Goods to the Delivery Location and in accordance with Clause 5.12 upon discovery that some or all of the Goods do not comply with the warranty set out in Clause 7.1; and

(b) FHP is given a reasonable opportunity of examining such Goods. If complaints are considered unfounded, FHP reserves the right to charge the Customer for any transport costs and inspection expenses.

7.3 FHP 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 7.2;

(b) the defect arises because the Customer failed to follow FHP 's oral or written instructions as to the storage, use or maintenance of the Goods;

(c) the Customer alters or repairs such Goods without the written consent of FHP; 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, FHP 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.

FHP 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 FHP 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 FHP in connection with any claim made against FHP arising out of or in connection with the Goods as modified under this Clause 7.5.

7.6 Information and documentation provided by FHP to the Customer on delivery (e.g. as provided in product information, electronic media or on labels) are based on FHP’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 FHP or may be inferred from a course of dealing neither based on advertisements or commercial use.

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 FHP in all matters relating to the Goods;

(c) provide FHP, its employees, agents, consultants and subcontractors, with access to the Customer's premises, office accommodation and other facilities as reasonably required by FHP to deliver the Goods; and

(d) provide FHP with such information and materials as FHP 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 FHP’s performance of any of its obligations under the Conditions are 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, FHP shall have the right to suspend delivery of the Goods until the Customer remedies them; and

(b) FHP shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from FHP'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 includes all overheads and inclusive of delivery and insurances charges.

9.2 FHP shall agree and adjust the price of the Goods for all National Account Customers in the FHP professional division from time to time. For all other Customers that are not National Account Customers in the professional division, the price of the Goods will be specified in the FHP price list provided each January.

9.3 For all Customers in the consumer division FHP shall agree and adjust the price of the Goods from time to time.

9.4 The Customer shall pay each invoice submitted by FHP:

(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 FHP.

9.5 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 FHP under the Contract by the due date, then, without limiting FHP’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 FHP, the Customer shall provide FHP with any documentary evidence for tax purposes, which FHP consider necessary under the applicable statutory provisions to prove FHP 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 FHP by the tax authorities. The Customer shall inform FHP about the invalidity or any changes in its VAT identification number without undue delay.

10. Termination

10.1 Without affecting any other right or remedy available to it, FHP 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 FHP’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, FHP may suspend the all further deliveries of Goods under the Contract or any other contract between the Customer and FHP 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 FHP 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 FHP all outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, FHP 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 FHP.

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 Data Protection Legislation.

13.3 The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the data controller and FHP is the data processor (where data controller and data processor have the meanings as defined in the 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 FHP 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 FHP of its obligations under these Conditions:

(a) process that personal data only on the written instructions of the Customer unless FHP is required by the laws of any member of the European Union or by the laws of the European Union applicable to FHP to process personal data;

(b) maintain such appropriate technical and organisational security measures against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data;

(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 FHP has provided appropriate safeguards in relation to the transfer;

(ii) the data subject has enforceable rights and effective legal remedies;

(iii) the Customer complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and

(iv) FHP complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the personal data.

(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 Data Protection Legislation to store the personal data; and

(h) maintain complete and accurate records and information to demonstrate its compliance with this clause 13.

13.6 The Customer consents to FHP engaging any person as a sub-processor for the processing of personal data. FHP will inform the Customer of any intended changes concerning the addition or replacement of sub-processors.

14. Limitation of Liability

15.1 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 or in any other circumstances where liability may not be limited under any applicable law.

15.2 The total liability of FHP to the Customer whether in contract (including under any indemnity), tort, negligence, breach of statutory duty 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 FHP 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.

15.3 FHP shall not be liable to the Customer whether in contract, tort, negligence, breach of statutory duty or otherwise for the loss of profit, revenue, use, anticipated savings, 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.

15.4 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 FHP upon request.

16. Confidentiality

16.1 The Customer shall implement adequate measures to not disclose confidential information concerning the business, affairs, customers, clients or suppliers of FHP or of any member of the group of companies to which FHP party belongs, except as permitted by Clause 16.2.

16.2 The Customer may disclose FHP 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 FHP’s confidential information comply with this Clause 16; 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.

16.3 The Customer has no right of retention regarding confidential information or documents or materials containing confidential information and shall so requested by the FHP at any time by notice in writing to the Customer, the Customer shall promptly destroy or return to FHP all documents and materials (and any copies) containing, reflecting, incorporating or based on FHP confidential information and certify in writing to FHP that it has complied with the requirements at this Clause 16.3.

17. Compliance and Recalls

17.1 The parties will comply with the obligations contained in the European Chemicals Regulation No. 1907/2006 (“REACH”).

17.2 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 FHP without any undue delay. The final decision for handling any recall shall rest with FHP. 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 FHP and obtaining our prior approval of any such statement.

18. Force Majeure

18.1 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 nonperformance 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.

19. Assignment and other dealings

19.1 FHP 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.

19.2 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 FHP.

20. Notices

20.1 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.

20.2 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 means 9.00am to 5.00pm Monday to Friday on a Business Day.

20.3 Clauses 20.1 -20.2 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.

21. Severance

21.1 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 21 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.

22. Waiver

22.1 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.

23. No partnership or agency

23.2 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.

24. Entire Agreement

24.1 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.

24.2 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.

25. Third party rights

25.1 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.

26. Governing law

26.1 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.

27. Jurisdiction

27.1 Each party irrevocably agrees that the courts of England and Wales shall have non-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.