Terms & Conditions

1 Definitions

“Company” means Millpledge Limited.
“Customer” means any person, body of persons, firm or company (acting in its own right or through any employee or agent) with whom the Company enters into a Contract for the sale of Goods by the Company.
“Contract” means the contract between the Company and the Customer for the sale and purchase of the Goods in accordance with these terms and conditions.
“Goods” means any product to be supplied or sold to the Customer by the Company under the Contract.
“Force Majeure Event” means any circumstance not in a party's reasonable control including without limitation: acts of God, flood, drought, earthquake or other natural disaster, epidemic or pandemic, terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations, nuclear, chemical or biological contamination, or sonic boom, any law or any action taken by a government or public authority, including imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent, collapse of buildings, fire, explosion or accident, any labour or trade dispute, strikes, industrial action or lockouts (other than in each case by the party seeking to rely on
this clause, or companies in the same group as that party), non-performance by suppliers or subcontractors (other than by companies in the same group as the party seeking to rely on this clause), and interruption or failure of utility service.
“Site” means the place where the Goods are to be delivered

2 These Terms and Conditions to Prevail

2.1 All Contracts between the Company and the Customer, whether made orally or in writing, are subject to these terms and conditions which shall be deemed to be incorporated into 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, unless different conditions have expressly been confirmed by the Company in writing.
2.2 These terms and conditions shall supersede all prior understandings, and shall constitute the whole agreement, between the Company and the Customer. They shall not be modified or varied by the Customer unless specifically accepted by the Company in writing.
2.3 These terms and conditions incorporate our Privacy Policy.
2.4 In the event of any conflict between these terms and conditions and any other terms and conditions (whether express or implied, incorporated or referred to in any communication from the Customer) then these terms and conditions shall prevail and the Customer’s terms and conditions shall be excluded in whole from the Contract. The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these terms and conditions.

3 Quotations and Acceptance of Order

3.1 A quotation or price amendment by the Company does not constitute an offer and the Company reserves the right to withdraw or revise a quotation at any time prior to the Company’s acceptance of the Customer’s order. Unless otherwise stated, all prices quoted shall be deemed to be withdrawn on or after the date stated on the quotation.
3.2 Subject to the Company’s sole discretion, no cancellation or variation of an order by the Customer is accepted by the Company unless approved in writing by a Director or Departmental Manager of the Company. In case of cancellation or variation of an order, the Customer agrees to indemnify the Company in full against all loss (including loss of profit), costs, damages, charges and expenses incurred by the Company as a result of such cancellation or variation.
3.3 The order shall only be deemed to be accepted when the Company issues a written acceptance of the order at which point, and on which date the Contract shall come into existence.

4 Specification

4.1 The description and illustrations of the Goods given to the Customer, or contained in the Company’s catalogues, brochures, price lists and other advertising materials, are intended to present a general idea of the Goods only and shall not form part of the Contract.
4.2 Any prices set out in the Company’s brochures, catalogues or price lists are not binding on the Company and must be confirmed with the Company prior to placing an order.
4.3 The Company shall not be liable for any variations in any specification or description of the Goods which do not materially affect the use and operation of the Goods, or for the substitution of any materials or component parts of a quality equivalent or superior to that originally specified and the Company reserves the right to make any changes in the specification which are required to conform with any applicable safety or other statutory requirements.
4.4 The Company’s employees or agents are not authorised to make any representations, warranties or undertakings concerning the Goods unless confirmed in writing by the Company and, in entering into the Contract, the Customer acknowledges that it does not rely on, and waives any claim for breach of, any such representations, warranties or undertakings which are not so confirmed.

5 Prices

5.1 The price of the Goods shall be set out in the order acknowledgement.
5.2 All prices shall be calculated and paid in pound sterling or, on the Customers written request, may be paid in Euros, US or Canadian Dollars or such other currency as the Company may at its sole discretion accept.
5.3 Unless stated otherwise, all prices are quoted exclusive of VAT, Sales Tax or GST/HST or other relevant taxes, which the Customer shall additionally be liable to pay to the Company at the prevailing rate, subject to the receipt of a valid VAT invoice.
5.4 The Company reserves the right, by giving notice to the Customer at any time before delivery (or during delivery where the Contract is being performed in stages or over a period of time) to increase the price of the Goods to reflect any increase in the cost to the Company which is due to any factor beyond the control of the Company (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, material or other costs), any change in delivery or performance dates, quantities orspecificationsforthe Goods which isrequested by the Customer, or any delay caused by any instructions of the Customer or failure of the Customer to give the Company adequate information or instructions.

6 Customers Responsibilities and Warranty

6.1 The Customer shall be solely responsible to the Company for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Customer, and for giving the Company any necessary information relating to the Goods within a sufficient time to enable the Company to perform the Contract in accordance with its terms.
6.2 The Customer shall fully indemnify the Company against any losses, costs, claims, damages and expenses awarded against or incurred by the Company, or its employees or agents, as a result of a claim by any third party that any product made from the Goods is defective (save to the extent that any such claim results from the supply by the Company of Goods which do not correspond with their specification for reasons for which the Company is responsible) or arising as a result of any negligent act or omission or any deliberate act or instruction of the Customer, or its employees or agents while they are working on, or travelling to or from, the Site.
6.3 It is the sole responsibility of the Customer to ensure that all product packaging, labels or leaflets accompanying the Goods are read carefully and that any advice or instructions so given are carefully followed.

7 Payment

7.1 The Company will confirm in writing that account facilities have been opened for the Customer.
7.2 The Company may invoice the Customer for the Goods on or at any time after the Goods have been dispatched.
7.3 Payment of any invoice must be made by the Customer in full within 30 days of the date of invoice or as otherwise stated by the Company in full and in cleared funds to a bank account nominated in writing by the Company.
7.4 Any amount due by the Customer to the Company under the Contract shall be payable in full without any compensation, set-off or counterclaim.
7.5 Time of payment shall be of the essence of all Contracts.
7.6 Payment must be made when due, notwithstanding that property in the Goods has not passed to the Customer.
7.7 Where any account, or any part thereof, is overdue for payment the Customer shall cease to be entitled to the benefit of any discount specified in that account and the Company, without limiting the Company’s other remedies as set out in these terms and conditions, shall be entitled to charge interest, accruing each day at the rate of 4 per centum a year above the Lloyds Bank plc (UK) base rate in force from time to time, but at 4 per centum a year for any period when the base rate is below 0 per centum, on the amount due from the due date for payment until the actual date when payment in full, including interest, isreceived by the Company, and such interestshall be charged as well after as before any judgement.
7.8 If the Customer fails to make timeous payment in accordance herewith then, in addition to any other remedies available to the Company, the Company may either suspend all further deliveries of the Goods under the Contract until payment is made in full or, at its option, treat the Contract as repudiated.
7.9 If the Customer repudiates the Contract for any reason, or is deemed to have repudiated the Contract in accordance with Clause 7.8, then the Company shall, in addition to any other remedy available to it, be entitled to seek damages for any loss suffered by it as a result of the Customer’s repudiation.
7.10 The Company, in its sole discretion, may require full or partial payment of the price prior to delivery or may require the provision of security for payment by the Customer, in a form acceptable to the Company.

8 Retention of Title

This provision shall apply to all and any Goods supplied to the Customer by or on behalf of the Company:
a) Legal and beneficial ownership and title in and to the Goods shall not pass from the Company to the Customer until all monies due by the Customer (or any of its associated subsidiary or holding companies) to the Company (or any of its associated subsidiary or holding companies) under the Contract, including any interest and charges, have been paid in full or, if the Customer is a reseller/distributor of the Goods, until the Customer resells the Goods, in which case title to the Goods shall pass to the Customer at the time specified in Clause 8(c).
(b) Until such time as property and title in the Goods passes to the Customer:
(i) The Customer shall hold the Goods as the Company’s fiduciary agent and bailee, and shall keep the Goods stored separately from those of the Customer and third parties free from any lien, charge or encumbrance and properly stored, maintained, protected and insured and identified as the Company’s property and shall at any time during the business hours allow (without requirement for any further written consent) the Company access to the place where the Goods are stored for the purposes of verifying that this has been done. The Company shall be immediately notified if an event in this clause 8(b)(i) occurs. The Customer shall give the
Company such information as the Company may reasonably require from time to time relating to i) the Goods; and ii) the ongoing financial position of the Customer. (ii) The Company shall be entitled at any time to require the Customer at its own cost to immediately deliver up the Goods to the Company, or its employees or agents, or, at the Company’s sole discretion, forthwith to enter upon any premises or property of the Customer or any third party where the Goods are stored and to repossess the Goods.
(iii) The Customer shall not be entitled to pledge, or in any way charge by way of security, any of the Goods which at all times remain the property of the Company but, if the Customer does so, all moneys owing by the Customer to the Company shall, without prejudice to any other remedy available to the Company, forthwith
become due and payable.
(iv) If: (I) The Customer makes any voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction);
(II) An encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Customer;
(III) The Customer ceases, or threatens to cease, to carry on business; or
(IV) The Company reasonably apprehends that any of the events mentioned above is about to occur in relation to the Customer and notifies the Customer accordingly, then, without prejudice to any other right or remedy available to the Company, the Company 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 in full, the legal and beneficial title to the Goods remains with the Company and, provided the Goods are identifiable as the Company’s, no receiver or liquidator of the Customer shall sell the Goods. In these circumstances, the Company shall be entitled to enter any premises or property where the Goods are located and repossess the Goods.
(v) The Customer shall not be entitled to in any way annex the Goods to the property or premises or sell the Goods to a third party without the Company’s prior written consent.
(c) Subject to Clauses 8(b)(ii) and 8(b)(iv), the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before the Company receives payment for the Goods. However, if the Customer resells the Goods before that time:
(i) It does so as principal and not as the Company’s agent; and
(ii) Title to the Goods shall pass from the Company to the Customer immediately before the time at which resale by the Customer occurs.
(d) At any time before title to the Goods passes to the Customer, the Company may:
(i) By notice in writing, terminate the Customer's right under Clause 8 (c) to resell the Goods or use them in the ordinary course of its business; and
(ii) Require the Customer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product and 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.

9 Risk

9.1 Notwithstanding that property and title in the Goods has not passed under Clause 8 hereof, the risk of loss, damage or destruction to the Goods shall pass to the Customer on delivery.

10 Delivery

10.1 Unless otherwise specified, delivery and performance dates or periods given by the Company are estimates only and shall not be essential terms of the Contract
10.2 The Company shall ensure that each delivery of Goods is accompanied by a delivery note that shows all relevant information including reference numbers, descriptions and any special instructions.
10.3 Subject to certain minimum order quantity restrictions (as advertised by the Company from time to time), all orders are delivered free of charge, with the exception of Pharmaceuticals.
10.4 Delivery of the Goods shall take place:-
(a) In the event that the Company undertakes delivery of the Goods, when the Goods are unloaded from the Company’s means of transport at the station or address specified by the Customer; or
(b) In the event that the Customer undertakes to collect the Goods, when the Goods are loaded on to the Customer’s carriage, lorry or other transport at the Company’s premises.
10.5 Any receipt obtained by the Company from the Customer, or its employee or agent, accepting or taking delivery of the Goods (or such part thereof as is indicated by the receipt) shall be conclusive evidence of delivery in perfect condition or satisfactory performance by the Company.
10.6 The Company may elect to deliver the Goods in instalments and no failure by the Company in respect of any one or more instalments shall entitle the Customer to treat the Contract as a whole as repudiated.
10.7 If the Customer fails to take delivery of the Goods (or any part(s) thereof) or to give adequate instructions to enable the Goods to be delivered on the due date, except where such failure or delay is caused by a Force Majeure Event, the Company may issue a written notice to the Customer stating that risk in the Goods shall be deemed to have passed to the Customer on the date delivery was due. Thereafter the Company shall store the Goods at the Customer’s expense but, regardless of whether or not a written notice has been given to the Customer by the Company, the Customer shall indemnify the Company in respect of all losses, costs, claims, damages, and expenses incurred by the Company arising as a result of the Customer’s failure.
10.8 The Company shall not be liable for any delay or failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event

11 Goods not conforming to Contract

11.1 The Company warrant that on delivery the Goods shall:
(a) Conform with the description of the Goods as set out in the order; and
(b) Be free from material defects in design, material and workmanship.
11.2 The Customer shall be deemed to have examined the Goods within 14 days of delivery thereof (time being of the essence) and to have satisfied itself that they conform to Contract. Notwithstanding this, a claim that Goods are not in accordance with the Contract will not be accepted by the Company unless notice in writing, specifying the alleged default and stating what is required of the Company to remedy the alleged default, and is given to the Company within 14 days of delivery of the Goods.

For pharmaceuticals please see Clause 11.7.

For Anifusion® products see Clauses 11.8 and 11.9.

11.3 Any Goods considered to be damaged or defective (together with their packaging materials) shall be retained and shall be left unaltered, by the Customer intact as delivered for a maximum period of 28 days from notification of the claim to the Company, within which time the Company or its agents shall have the right to investigate the complaint and examine the Goods. Any breach of this condition will release the Company from any liability for Goods which are alleged not to conform to Contract
11.4 If the Company agrees with the Customer that the Goods are damaged or defective, then the Company shall, at its sole discretion, replace the Goods or credit the Customer accordingly.
11.5 If the Company disagrees with the Customer that the Goods are damaged or defective, or disagrees in relation to how such a defect should be remedied then the dispute shall be referred to an independent third party appointed jointly by the Company and the Customer or, failing agreement within 7 days, by a party appointed, on the application of either the Company or the Customer, by the President for the time being of the East Midlands Chamber (Derbyshire, Nottinghamshire, Leicestershire). Such independent third party shall act as an expert and not as an arbiter and his decision shall be final and binding on, and his costs and expenses shall be borne equally by, the Company and the Customer.
11.6 The Company shall have no liability to the Customer in respect of Goods that do not comply with clause 11.1 or damaged or defective Goods (and the Customer shall be required to pay the full Contract price) where:
(a) Any claim made by the Customer is not in accordance with these terms and conditions;
(b) Damage has been sustained after delivery of the Goods to the Customer, or its agents;
(c) Defects are caused by inappropriate or abnormal storage, misuse or improper operation other than in accordance with any instructions supplied by the Company or in writing with the Goods or (if there are none) good trade practice regarding the same;
(d) If any adjustment, alteration or other work has been performed on the Goods by any person other than the Company or its employees or agents;
(e) The defect arises as a result of fair wear and tear, wilful damage, or negligence;
(f) A receipt has been obtained by the Company, duly signed by the Customer or one of its employees or agents, confirming that the Goods have been delivered in a satisfactory condition; or
(g) The Customer makes further use of such Goods after giving notice.
11.7 Pharmaceuticals must be stored and kept in accordance with the storage requirements stated on the label. Unopened and eligible for resale. Daily temperature records must be kept and provided should a return authorisation (RMA) to Millpledge take place for credit. Credit cannot be offered if a storage temperature log does not accompany the return of the Goods to Millpledge along with a Return Authorisation (RMA) number (provided by Millpledge). Millpledge will organise at its cost a return collection for its order processing errors. Pharmaceutical items returned to Millpledge will incur a re-stocking fee to cover the cost of temperature controlled transportation (as set out in Clause 12) and a return to stock administration and/or disposal fee of £19. Millpledge can arrange on
the Customers’ behalf temperature controlled transport. A Pharmaceutical return for credit or transaction can only be issued or take place under these terms and in accordance with MHRA and VMD guidelines.
11.8 Where the Goods supplied are Anifusion® products, the provisions of this Clause 11.8 shall apply notwithstanding any other provision of these terms and conditions. The Company does not warrant that:
(a) The Anifusion® product(s) and/or the online portal is suitable for the Customer’s requirements; or
(b) The Anifusion® product(s) and/or the online portal will be free from vulnerabilities, viruses and other similar things or devices or problems inherent in the use of such equipment and facilities which may impair or otherwise adversely affect the operation of the Customer’s computer software, hardware or network.
11.9 Where the Goods supplied are Anifusion® products, the provisions of this Clause 11.9 shall apply notwithstanding any other provision of these terms and conditions. The Customer is solely responsible for any problems, conditions, impairment, delays, delivery failures, or any other loss or damage to its computer software, hardware or network resulting from the use of the Anifusion® product(s) and/or the online portal and, subject to Clause 14.5, the Company excludes all liability for:
(a) Any problems, conditions, impairment, delays or delivery failures to the Customer’s computer software,
hardware or network;
(b) Loss or corruption of data or information; and
(c) All other loss or damage arising from or relating to the Customer’s use of the Anifusion® product(s) and/or the
online portal.
11.10 Except as provided in this clause 11, the Supplier shall have no liability to the Customer in respect of the
Goods' failure to comply with the warranty set out in Clause 11.1.
11.11 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.
11.12 These terms and conditions shall apply to any repaired or replacement Goods supplied by the Supplier

12 Re-Stocking Fee

If Goods;

(a) Are surplus to requirements because the Goods were ordered in error; or
(b) Are no longer required and the Customer has received a Millpledge issued RMA (within 7 days), the following
re-stocking fees apply:

The cost of the re-stocking and/or carriage charge to be paid by the Customer is subtracted from the value of the credit that is issued to the Customer.

13. Returns Policy

13.1 The Customer must notify the Company within 7 days of receipt (time being of the essence). A request to return Goods will not be accepted by the Company unless notice is given by the Customer in writing within this timescale, specifying the reason for the return.
13.2 Returns are generally accepted for the following reasons;
(a) The wrong Goods have been supplied;
(b) Goods are surplus to requirements as we over supplied;
(c) Goods are surplus to requirements because the Customer ordered incorrectly; or
(d) Goods or packaging are damaged by Company appointed carrier, upon arrival with the Customer, supported by signed receipts, ‘damage’ clearly notated.
13.3 If the Company deems the Goods eligible for return, an RMA number and accompanying returns document will be issued to the Customer via email. The corresponding RMA number and returns document must accompany the returned Goods.
13.4 In the event that 13.2(c) applies or the Goods are no longer required by the Customer, the Customer agrees and acknowledges that the re-stocking fee asset out in Clause 12 (Re-Stocking Fee) will be deducted from the credit against the original invoice.
13.5 Returned Goods must carry the original barcode label showing rewards points value. A returned Good not carrying the original rewards barcode will be ineligible for full credit. Any claimed rewards from the returned Goods will be removed from the Customer’s MP Rewards account.
13.6 The shipping company returning the Goods will be decided and agreed upon between the Company and the Customer. The carriage costs detailed in Clause 12 (Re-Stocking Fee) will apply when the Company’s shipper is used to return the Goods.
13.7 Any Goods returned in accordance with these terms and conditions will receive a credit in accordance with this clause 13. This credit will be applied to the Customer’s account. The Customer can use this credit against future orders or request a refund to the Customer’s bank account. Payment of any refund will be processed by the Company within 30 days of the Company’s acceptance to refund the credit.

14 Limitation of Liability

14.1 Subject to Clause 14.5, the Company shall be under no liability:-

(a) In respect of any defect in the Goods arising from any design or specification supplied by the Customer;
(b) Where any of the circumstances referred to in Clause 11.6(a) to (g) apply;
(c) To the extent that the total price for the Goods has not been paid by the due date for payment;
(d) Where parts, materials or equipment have not been manufactured by the Company in respect of which the Customer shall only be entitled to the benefit of any warranty or guarantee as is given by the manufacturer of the Goods to the Company;
(e) For any indirect or consequential loss, loss of profits, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of or damage to goodwill or damage howsoever caused;
(f) Where a registered veterinarian, pet owner or client relationship does not exist directly and in person;
(g) Where any Goods used are not under the strict direction of a registered veterinarian; or
(h) Where Goods are manufactured, packed and sold to the Customer as a multi-pack and then subsequently broken apart to be re-sold as individual items.
14.2 Subject to Clause 14.5, the Company’s total liability howsoever arising shall not in any event exceed the total price for the Goods.
14.3 Subject as expressly provided in these terms and conditions, and except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
14.4 Any advice or recommendation given by the Company or its employees or agents to the Customer or its employees or agents as to the storage, application or use of the Goods which is not confirmed in writing by the Company is followed or acted upon entirely at the Customer’s own risk, and accordingly the Company shall not be liable for any such advice or recommendation which is not so confirmed.
14.5 Nothing in these terms and conditions limits any liability which cannot legally be limited, including liability for:
(a) Death or personal injury caused by negligence;
(b) Fraud or fraudulent misrepresentation;
(c) Breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
(d) Defective products under the Consumer Protection Act 1987.
14.6 This clause 14 shall survive termination of the Contract.
14.7 References to liability in this clause include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise

15 Export terms

15.1 Where the Goods are supplied for export from the United Kingdom, USA, Canada or Belgium, the provisions of this Clause 15 shall apply notwithstanding any other provision of these terms and conditions.
15.2 The Customer shall be responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination and for the payment of any duties thereon.

16 Force Majeure

16.1 Neither party shall be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from a Force Majeure Event.
16.2 The affected party shall as soon as reasonably practicable after the start of the Force Majeure Event notify the other party in writing of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligation under the Contract.
16.3 The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for 2 months, the party not affected may terminate the Contract by giving 14 days’ written notice to the affected party.

17 Notices

Any written notice to be given under the Contract shall be given by way of first class recorded delivery post or facsimile or electronic mail transmission or by personal delivery by the party giving it to the other, at his last known business address or as notified to the other, and shall be deemed to be received either 48 hours after posting (if sent by recorded delivery or first class post), immediately after delivery (in the case of personal delivery) or at the time of transmission, or, if this falls outside business hours (business hours being 9am until 5pm Monday to Friday) when business hours resume (in the case of facsimile or electronic mail).

18 Indemnity

The Customer shall fully indemnify the Company against all liabilities, costs, claims, damages, expenses and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all and other reasonable professional costs and expenses) to which the Company may become liable if use of the Goods by the Customer in any way involves an infringement of an intellectual property right enjoyed by a third party.

19 Termination

19.1 If the Customer shall make default in, or commit any breach of, any of its obligations to the Company under the Contract, or if any distress or execution shall be levied upon the Customer, its property or assets or if the Customer shall make or offer to make any arrangement or composition with its creditors or if any petition or receiving order in bankruptcy shall be presented or made against the Customer or, if the Customer is a limited company, any resolution or petition to wind up the Customer’s business is passed or presented (otherwise than for reconstruction or amalgamation) or if a receiver is appointed to the Customer’s undertaking, property or assets or any part thereof, then the Company shall have the right forthwith to immediately terminate the Contract, without prejudice to any other remedies available to the Company, and all sums to be paid to the Company by the Customer shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
19.2 Without limiting its other rights or remedies, the Company may suspend provision of the Goods under the Contract or any other contract between the Customer and the Company if the Customer becomes subject to any of the events listed above, or the Company reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
19.3 Termination of the Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.

20 General

20.1 Each party shall, at its own expense, ensure that it complies with and assists the other party to comply with the requirements of all legislation and regulatory requirements in force from time to time in the UK relating to the use of personal data and the privacy of electronic communications, including the:
(a) Data Protection Act 2018 and any successor UK legislation,
(b) retained EU law version of the General Data Protection Regulation ((EU) 2016/679); and
(c) Privacy and Electronic Communications Regulations 2003 (SI 2003/2426).
20.2 The Company shall process the Customers personal data in accordance with its Privacy Policy.

21 Invalidity

21.1 The Customer shall not be entitled to assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner in whole or in part, the benefit or burden of the Contract without the Company’s prior written consent.
21.2 The Company may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.
21.3 The rights and remedies of the Company set out in these terms and conditions shall be in addition, and without prejudice, to any other rights and remedies which may be available to the Company at common law or under statute.
21.4 Except as set out in these terms and conditions a waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
21.5 No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
21.6 This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.
21.7 The rights of the parties to rescind or vary this agreement are not subject to the consent of any other person.

22 Entire Agreement

22.1 The Contract constitutes the entire agreement between the parties.
22.2 Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract

23 Confidentiality

23.1 Each party undertakes that it shall not at any time during the Contract and for a period of two years after termination of the Contract, disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party, except as permitted by clause 23.2.
23.2 Each party may disclose the other party's confidential information:
(a) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 23; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
23.3 Neither party shall use the other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.

24 Invalidity

If any part of these the Contract for any reason should be held to be invalid, illegal or unenforceable such invalidity, it shall be deleted, but shall not affect the remaining clauses of these terms and conditions. If any provision of the Contract is deemed deleted under this clause 24 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

25 Governing Law

These terms and conditions shall be governed by and construed in accordance with the Law of England and except where otherwise expressly provided for herein the parties hereto hereby choose and submit to the jurisdiction of the English courts.

26 Resellers/distributors

26.1 The Goods are supplied by the Company to the Customer for resale on the Customer’s own account on the understanding that all and any orders received by the Customer (whether the order is forwarded to the Customer by the Company (a “Transfer Order”) or received directly from its customer) for the Company’s Goods, as specifically identified in the order, will be satisfied by the Customer by supplying the Company’s Goods as requested to the relevant customer and the Customer hereby undertakes that it will not substitute any other products in place of the Company’s Goods as identified in the customer’s order.
26.2 Where Goods are supplied by the Company to the Customer as a multipack, the Customer hereby undertakes not to split that multipack and resell/distribute Goods from within the multipack as individual items. The Customer acknowledges that the labelling of multipack Goods might appear only on the outer- packaging of the multipack and not on the individual items within it.
26.3 The Customer shall indemnify the Company against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Company arising out of or in connection with:
(a) The sale of products by the Customer in substitution to the Company’s Goods as identified in an order received by the Customer (whether the order is received directly from its customers or the order is a Transfer Order); and
(b) The onward sale of Goods by the Customer as individual items, which were sold to the Customer by the Company as part of a multipack.