Frozen Brothers Limited's Terms and Conditions of Sale and Use of Equipment

These are the terms and conditions on which we will supply goods and services to you and govern your use of the Equipment (the Terms). Please read these Terms carefully. By placing your order or entering into any agreement to hire the Equipment, you agree to these Terms.

1.   Definitions and interpretation:

1.1.  'The Owner' means the company identified as the Owner of the Equipment, its successors or assigns and or its contractors, employees, affiliates, appointees, or suppliers; on any contract between the Owner and the Hirer for the Equipment.

1.2.  ‘The Hirer' means the individual, proprietor, or company identified as the Hirer of the Equipment on any contract between the Owner and the Hirer for the Equipment.

1.3.  ‘Free on Loan Basis’ means a contract between the Owner and the Hirer for the Equipment, without any hire charges being due to the Owner.

1.4.  'The Supplier' means Frozen Brothers Limited, its successors or assigns, another company in the Frozen Brothers Limited group of companies, and or its sub-distributors, contractors, employees, affiliates, appointees, or suppliers.

1.5.  'The Retailer' means the individual, proprietor, or company identified as the Retailer entering into any contract with the Supplier for the Products, Equipment and Services.

1.6.  'The Hirer' and or 'the Retailer' are together herein called 'the Customer'.

1.7.  ‘We', 'Us", or 'Our' means 'the Supplier.'

1.8.  'You', or ‘Your’ means the Customer.

1.9.  'The Trade Mark' means any brands, names or marks owned, licensed, used or supplied by the Supplier, details of which we will send to you if you ask us.

1.10. 'The Equipment' means each freezer for the dispensing of the Product (including its dispensing equipment and any video screen or display monitor and any ancillary equipment or any additions or accessories), used for the exclusive purpose of dispensing the Products and which remains the property of the Owner at all times.

1.11. ‘Freezer’ means an operational freezer capable of dispensing Ready to Drink Product.

1.12. 'The Location' means the address identified as the installation and service address of the Equipment.

1.13. ‘The Services' means the services provided by the Supplier to install, remove or replace, repair or maintain the Equipment in working condition.

1.14. 'The Products' means the drinks (including, but not limited to Premix and Flavours for use in the Equipment) made or supplied by the Supplier, details of which we will send to you if you ask us.

1.15. 'The Cups' means the containers and or the lids for those containers, supplied by the Supplier to the Customer, in which the Product is sold to third parties

1.16. 'The Products, Equipment and Services' means the Products and or the Cups and or the Equipment and or the Services provided by the Supplier.

1.17. 'The Ready to Drink Product' or 'RDP' means the Product diluted with potable water and dispensed in accordance with the instructions issued by the Supplier from time to time.

1.18. ‘Units of Products’ means the amount of the Products required to make 300 ml of RDP.

1.19. A " Business day" means a day other than a Saturday, Sunday or public holiday in the local jurisdiction when banks are open for business;.

1.20. ‘Business Hours’ means 9 a.m. to 5 p.m. local time during a Business day in the local jurisdiction.

1.21. Unless the context otherwise requires, words in the singular shall include the plural, and in the plural shall include the singular.

1.22. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

1.23. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.

1.24. A reference to a statute or statutory provision shall include all subordinate legislation made from time to time.

1.25. A reference to writing or written includes email.

1.26. Any obligation on a party not to do something includes an obligation not to allow that thing to be done.

1.27. This Agreement will be on these terms and conditions to the exclusion of all other terms and conditions including any terms or conditions which the Customer purports to apply under any order, purchase order, confirmation of order, or other document.

1.28. These terms and conditions apply to all the Supplier's sales and or supply of the Products, Equipment and Services. Any variation to these terms and conditions and any representations about the Products, Equipment and Services shall have no effect unless expressly agreed in writing and signed by a director of the Supplier. Nothing in this condition will exclude or limit the Supplier's liability for fraudulent misrepresentation.

2.   The Supplier agrees:

2.1.  To install the Equipment safely and promptly and in a location and position as shall be agreed with the Customer; and provide suitable and sufficient training in relation to the Equipment, details of which we will send to you if you ask us; and

2.2.  on being notified by the Customer of any fault with, or breakdown of the Equipment, to take reasonable action to supply the services required to repair or replace the Equipment and keep the Equipment in working condition; and

2.3.  to supply the Customer with the Products and Cups for use with the Equipment at the current list price (and discount rates, if applicable), as published from time to time.

3.   The Customer undertakes and agrees:

3.1.  That the Equipment shall at all times remain the property of the Owner, and the Customer shall take great care of it whilst it is in its possession, custody or control.

3.2.  To provide floor space, potable water, electricity and access for the normal operation of the Equipment.

3.3.  To conform with all applicable Planning and Health and Safety regulations.

3.4.  To keep the Equipment operational at all times and not to switch off or disconnect the Equipment without the Supplier's consent save where there are on-site contingencies.

3.5.  To notify the Supplier within one (1) Business day of the Equipment being damaged in any way or becoming the subject of a claim.

3.6.  To notify the Supplier within one (1) Business day of any breakdown of, or fault with the Equipment, using such systems that the Supplier shall specify to the Customer from time to time; and allow the Supplier access to the Equipment to make reasonable inspections and repairs, and permit any removal or replacement of the Equipment during normal business hours.

3.7.  The Supplier will log any reported Fault on the instruction of the Customer as a Major Fault or Minor Fault.

3.8.  A Major Fault is determined to be when the Location cannot dispense RDP.

3.9.  A Minor Fault is determined to be a minor or cosmetic repair when the Location can still dispense RDP while waiting for the repair to be made.

3.10. To pay for the Products and Cups at the time of placing the order, unless otherwise agreed by the Supplier.

3.11. To prepare and dispense the RDP strictly in line with the procedures supplied with the Equipment, details of which we will send to you if you ask us.

3.12. To dispense and sell all RDP only in the Cups sold or supplied by the Supplier.

3.13. To keep the exterior of the Equipment clean at all times and to follow the cleaning procedures supplied with the Equipment, details of which we will send to you if you ask us.

3.14. To not affix any advertising material or any other item from any other source to the exterior of the Equipment, and not to change any aspects of the Trade mark, logos, images or branding of the Equipment and or the Products.

3.15. To keep the Equipment, at all times in good repair, condition and working order, properly operated and maintained strictly in line with the procedures supplied with the Equipment, details of which we will send to you if you ask us.

3.16. To keep the Equipment in its sole possession, custody or control and not let the Equipment be tampered with or moved from the Location by anyone except the Supplier, its contractors or employees.

3.17. To only use the Equipment to freeze or dispense the Products.

3.18. To only use the Equipment or Products in accordance with this agreement, and for no other purpose.

3.19. To ensure the Equipment is returned to the Supplier clean of debris, RDP or any foreign matter save fair wear and tear expected.

3.20. If the Customer is in breach of any of terms 3.15, 3.16, 3.17, 3.18, 3.19 the Supplier may have such work carried out as is reasonably necessary to restore the Equipment to a state of good repair and condition. The Customer shall indemnify the Supplier against and pay the Supplier when asked for all costs and expenses the Supplier incurred or will incur in respect of those works.

3.21. That the Supplier the exclusive right to publish, transmit, display, distribute, select and or modify the content, advertising or promotion displayed on any video screen or display monitor associated with or connected to the Equipment without compensation to you.

4.   The Equipment

4.1.  If at any time, the Equipment is replaced or substituted by the Supplier, it shall be with equipment of a similar like, kind and quality; and

4.1.1. any replacement Equipment shall become property of the Owner and shall be deemed to be the Equipment for the purposes of this Agreement; and

4.1.2. the Customer shall do anything necessary to ensure that any replacement Equipment becomes property of the Owner.

4.2.  Where the Equipment is supplied on a ‘Free on Loan Basis’ for a fixed loan period, the Customer must (unless expressly agreed otherwise in writing and signed by a director of the Supplier) purchase from the Supplier a minimum number of Units of Products and Cups per freezer per year for each year of the fixed loan period.

4.2.1. The minimum purchase of Products shall be the amount of Products required to make 20,000 Units of Products per freezer per year for each year of the fixed loan period; and

4.2.2. the minimum purchase of Cups shall be the number of Cups required to sell the volume of RDP produced by minimum purchase of Products per freezer per year for each year of the fixed loan period.

4.2.3.  Purchases below the stipulated figures in terms 4.2.1 and 4.2.2 above will allow, but not oblige the Supplier (at its sole discretion on a quarterly review basis) to terminate the agreement in accordance with term 11.1 and if applicable, seek relevant damages for the full amount entitled under this agreement.

5.   Food Hazard Risk

5.1.  A Food Hazard Risk is determined to be an incident or potential emergency situation where the Customer believes any of the Product or RDP may be dangerous or should be recalled.

5.2.  In the event of a Food Hazard Risk the Customer shall email foodhazardrisk@frozenbrothers.com within 15 minutes of been made aware of any potential Food Hazard Risk, and in that email the Customer must provide the Supplier with all the information reasonably available to it concerning the Product or RDP.

5.3.  The Customer shall not institute a recall concerning the Product without first notifying the Supplier.

5.4.  The Supplier, acting reasonably, may (but shall not be required to) take control of, and manage, any recall concerning the Product in accordance with its internal Product Recall Procedure.

6.   Delivery and Supply

6.1.  Any dates specified by the Supplier for delivery or supply of the Products, Equipment and Services are intended to be an estimate and time for delivery or supply shall not be made of the essence by notice.

6.2.  Subject to the other provisions of these terms and conditions the Supplier will not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, loss of profits, loss of business, depletion of goodwill and like loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery or supply of the Products, Equipment and Services (even if caused by the Supplier's negligence), nor will any delay entitle the Customer to terminate or rescind this Agreement unless such delay exceeds one hundred and eighty (180) days.

6.3.  Any liability of the Supplier for non-delivery of the Products and or the Cups shall be limited to replacing the Products and or the Cups within a reasonable time or issuing a refund or credit note at the pro rata contract rate against any invoice raised for such Products and or Cups.

6.4.  The Customer agrees that the enforcement of any rights against the Supplier relating to the breach of the terms or warranties of this Agreement must be brought by way of direct action against the Supplier and they do not give a right of set off or claim or counterclaim against the Owner of the Equipment.

6.5.  The Customer agrees that the enforcement of any rights against the Sub-Distributor(s) relating to the breach of the terms or warranties of this Agreement must be brought by way of direct action against the Sub-Distributor(s) and they do not give a right of set off or claim or counterclaim against the Supplier.

7.   Risk/Title

7.1.  The Products and the Cups are at the risk of the Customer from the time of delivery.

7.2.  Ownership of the Products and the Cups shall not pass to the Customer until the Supplier has received in full (in cash or cleared funds) all sums due to it in respect of the Products and the Cups, and all other sums which are, or which become due to the Supplier from the Customer on any account.

7.3.  Until ownership of the Products and the Cups has passed to the Customer, the Customer must hold the Products and the Cups on a fiduciary basis as the Supplier's bailee; and

7.4.  store the Products and the Cups (at no cost to the Supplier) separately from all other products of the Customer or any third party in such a way that they remain readily identifiable as the Supplier's property; and

7.5.  not destroy, deface or obscure any identifying mark or packaging on, or relating to the Products and or the Cups; and

7.6.  maintain the Products and the Cups in satisfactory condition and keep them insured on the Supplier's behalf for their full price against all risks to the reasonable satisfaction of the Supplier; and

7.7.  hold the proceeds of the insurance referred to in term 7.6 on trust for the Supplier and not mix them with any other money, nor pay the proceeds into an overdrawn bank account.

7.8.  The Customer may resell the Products and the Cups before ownership has passed to it solely on the following conditions:

7.9.  any sale shall be effected in the ordinary course of the Customer's business at full market value; and

7.10. any such sale shall be a sale of the Supplier's property on the Customer's own behalf and the Customer shall deal as principal when making such a sale.

7.11. The Customer's right to possession of the Products and or the Cups shall terminate immediately if:

7.12. the Customer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Customer or notice of intention to appoint an administrator is given by the Customer or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for the winding up of the Customer or for the granting of an administration order in respect of the Customer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Customer; or

7.13. the Customer suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against him/it, or fails to observe/perform any of his/its obligations under this Agreement or any other Agreement between the Supplier and the Customer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Customer ceases to trade; or

7.14. the Customer encumbers or in any way charges any of the Products and or the Cups.

7.15. The Supplier shall be entitled to recover payment for the Products and or the Cups notwithstanding that ownership of any of the Products and or the Cups has not passed from the Supplier.

7.16. The Customer grants the Supplier, its contractors and employees and or its Sub-Distributor(s) an irrevocable licence at any time to enter any premises where the Products and or the Cups are or may be stored in order to inspect them, or, where the Customer's right to possession has terminated, to recover them.

8.   Payment Terms

8.1.  Unless otherwise agreed by the Supplier the price for the Products and the Cups shall be the price set out in the Supplier's price list published on the date of delivery or deemed delivery.

8.2.  The prices for the Products and the Cups shall be exclusive of any value added tax and all costs or charges in relation to loading, unloading, carriage and insurance all of which amounts the Customer will pay in addition when it is due to pay for the Products and the Cups.

8.3.  Payment of the price for the Products and the Cups is due at the time of placing the order unless otherwise agreed by the Supplier.

8.4.  Where the Customer and the Supplier have entered into a credit account agreement, it is an essential condition of this Agreement that the Supplier receives all payments on their due dates without previous demand.

8.5.  No payment shall be deemed to have been received until the Supplier has received cleared funds.

8.6.  All payments payable to the Supplier under this Agreement shall become due immediately upon termination of this Agreement despite any other provision.

8.7.  The Customer shall make all payments due under this Agreement without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Customer has a valid court order requiring an amount equal to such deduction to be paid by the Supplier to the Customer.

8.8.  If the date for payment of any sum under this Agreement is not a Business day, the payment will be taken on the next Business day. If there is no corresponding date in the month, the payment will be taken on the last Business day before that date.

8.9.  If the Customer fails to pay the Supplier any sum due pursuant to this Agreement the Supplier reserves the right to charge interest, compensation and reasonable costs of recovery under the Late Payment of Commercial Debts Act on all sums remaining unpaid on the day referred to in term 8.8 above, without prejudice to any other rights which the seller may have against the Customer, and to charge a minimum of £25 for each cheque unpaid by the purchasers bank and a minimum of £25 for each cheque which is returned marked "Please Represent".

8.10. If the Customer fails to pay any sum under this Agreement when due or the Supplier enforces this Agreement, the Customer shall also pay any reasonable costs incurred in enforcing and servicing this Agreement including, but not limited to, administration costs, costs of recovery of the Equipment (if applicable), and all legal costs on a full indemnity basis.

9.   Claims, Returns, Cancellations, And Refunds – Products and Cups

9.1.  The Supplier accepts no liability for loss or damage to the Products and or the Cups in transit unless the Products and or the Cups are examined immediately upon receipt; and

9.2.  the Customer notifies the Supplier within three (3) Business days of receipt of shipment of any claim for short delivery or damage to the Products and or the Cups; and the relevant delivery document is endorsed with details of any obvious loss or damage.

9.3.  You are entitled to a refund, replacement or credit note for any Products or Cups that arrive damaged or leaking, or wrongly delivered. Any item you have wrongly ordered or changed your mind may be eligible for return and replacement, you may be liable for the cost of return and if approved a processing charge of 20% of the item value or £25 (whichever is less) may apply.

9.4.  Before you request a return a replacement, a refund or credit note, please contact a Customer Service Associate who will investigate your issues and advise you whether your Product or Cups may be returned, replaced, refunded or credit note issued and, if approved, we will provide you with a return authorisation number (RTN) and instructions on how to proceed. If the item you purchased isn't returnable you will be notified by a Customer Service Associate.

9.5.  Once an item is returned we will either inspect your Products or Cups and investigate any claimed defect or error, and where applicable, process a refund, replacement or credit note. If we do not believe a refund, replacement or credit note is applicable upon inspecting your returned Products or Cups your claim will be rejected, and you may be liable for the cost of return.

9.6.  Replacements, refunds or credit notes will not be issued until after your return and our inspection of the Products or Cups is completed.

9.7.  Refunds will be issued using the payment method used for purchase.

9.8.  Credit notes or replacements will be issued to the account used to purchase the Products or Cups.

9.9.  Where applicable any replacements, refunds or credit note will be made after deductions for the cost of return and processing charge.

9.10. We aim to process replacements, refunds and credit notes within five (5) Business days of receipt by us of the return.

9.11. Your refund or credit note will be issued in the same currency as your payment for the items was made. It may take up to an additional ten (10) Business days after your refund is applied for it to post to your account.

9.12. The Supplier does not accept returns of the following items:

9.12.1.  Any item without an approved return authorisation number (RTN) issued by a Customer Service Associate.

9.12.2.  Any item opened or used or damaged or defaced.  

9.12.3.  Any item not in its unused, unopened, original packaging.

9.12.4.  Any item where clear payment has not been received.

9.13. If for whatever reason you are not satisfied when you receive your Products or Cups you are entitled to cancel and return your order. Frozen Brothers Ltd offers cancellation and return within fourteen (14) days of receipt of shipment.

10.  Limitation of Liability

10.1. The following provisions set out the entire financial liability of the Supplier (including any liability for the acts or omissions of its employees, or contractors) available to the Customer in respect of any breach of these terms and conditions; and

10.2. any representation, statement or tortious act or omission including negligence arising under or in connection with this Agreement.

10.3. All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Products Act 1979) are, to the fullest extent permitted by law, excluded from this Agreement.

10.4. Nothing in these terms and conditions excludes or limits the liability of the Supplier for death or personal injury caused by the Supplier's negligence or fraudulent misrepresentation.

10.5. Subject to terms 10.3 and 10.4, the Supplier's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to £3,000,000 in respect of any one incident of any series of incidents related or unrelated in any period of 12 months; and the Supplier shall not be liable to the Customer for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with this Agreement.

11.  Duration & Termination of Agreement

11.1. The Supplier, at its sole discretion and, for any reason whatsoever, may give the Customer seven (7) days notice, at any time, to terminate this Agreement.

11.2. The Supplier may give notice to the Customer terminating this agreement with immediate effect if:

11.3. the Customer commits any serious breach of any of terms of this agreement and that breach (if capable of remedy) is not remedied within fifteen (15) Business days of notice being given by the Supplier requiring it to be remedied; or

11.4. an order is made or a resolution is passed for the winding up of the Customer, or an order is made for the appointment of an administrator to manage the affairs, business and property of the Customer, or such an administrator is appointed or documents are filed with the court for the appointment of an administrator or notice of intention to appoint an administrator is given by the Customer or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a receiver or manager or administrative receiver is appointed in respect of all or any of the Customer's assets or undertaking or circumstances arise which entitle the Court or a creditor to appoint a receiver or manager or administrative receiver or which entitle the Court to make a winding-up or bankruptcy order, or the Customer takes or suffers any similar or analogous action in consequence of debt, or an arrangement or composition is made by the Customer with its creditors or an application to a court for protection from its creditors is made by the Customer; or

11.5. there is a change of control of the Customer (as defined in section 574 of the Capital Allowances Act 2001); or

11.6. the Customer ceases, or threatens to cease, to carry on all or a substantial part of its business or transfers all or a substantial part of its business to a third party; or transfers all or a substantial part of its business to a third party; or

11.7. the Customer purports to assign its rights or obligations under this Agreement.

11.8. Upon any such termination the Customer shall immediately pay to the Supplier as a debt all arrears of sums then due by the way of payment and other sums accrued due and unpaid at the date of termination together with any interest thereon payable under term 8.9 above; and any other sums which are or become due to the Supplier, including but not limited to any sums payable under terms 3.20 and or term 7.15 above.

12.  Assignment

12.1. The Customer may not assign any, part or whole, of this Agreement, unless expressly agreed in writing and signed by a director of the Supplier, and if such agreement is reached, this Agreement shall not cease, in that the Customer shall remain liable to the Supplier for the Equipment and which remains the property of the Owner at all times. However, the Supplier may assign its own interest in this Agreement and give notice of this to the Customer, in which case, this Agreement shall continue as before, save that the assignee shall, thereafter, take the benefits and obligations of the Supplier under this Agreement.

13.  Indemnity

13.1. The Customer, shall indemnify the Supplier for the installation cost, cost of removal, refurbishment, and any other foreseeable costs in relation to the Equipment, in the event of either party, terminating this Agreement for whatever reason.

13.2. The Customer shall indemnify the Supplier against any legal costs (including third party cost) arising out of any action in respect of this Agreement.

14.  Force Majeure

14.1. The Supplier shall not be liable for any breach of this Agreement caused by matters beyond its reasonable control including (but not limited to) acts of God, fire, lightning, explosion, war, disorder, flood, pandemic, industrial dispute (whether or not involving the Supplier's employees), weather of exceptional severity or acts of local or central government or other authorities.

15.  Notices and Changes

15.1. We provide our Products, Equipment and Services on an ongoing basis and we cannot foresee what may change in the future. This means that we may need to make changes to the terms and conditions of this agreement.

15.2. Our Products, Equipment and Services may be changed, altered, improved, removed, discontinued or added to at our discretion.

15.3. The Trade mark, logos, images or branding of the Equipment and or the Products may be changed, altered, improved, removed, discontinued or added to at our discretion.

15.4. The way we provide our Products, Equipment and Services may be changed, altered, improved, removed, discontinued or added to at our discretion.

15.5. The price at which we provide our Products, Equipment and Services may be changed, altered, or added to at our discretion.

15.6. Unless we are required to make changes or additions immediately for valid legal or regulatory reasons, we will try to give you as much notice as reasonably possible.

15.7. Any document or notice given by the Supplier under or in connection with this Agreement will be validly given if sent to the email address or such other email address as the Customer may notify to the Supplier from time to time or where appropriate displayed on your order confirmation, or invoice, or delivery note, or monthly account statement.

15.8. Such document or notice shall be deemed to have been received by the Customer on the working day following the day on which the email, order confirmation, invoice, delivery note or monthly account statement was sent

15.9. You must provide us with accurate, true and correct contact and account details. You must keep this information up-to-date and check your email regularly. We will treat notices sent to your email address you have supplied us as effective even if you don’t access your email account or you become disconnected from it.

15.10.       Unless otherwise stated, if you give us any notice that is required under this Agreement it should be by calling 0208 578 5785 or such other number we notify to you from time to time for this purpose. You can also email us at customerservices@frozenbrothers.com.

15.11.       Notice given by these means will not be effective until we have spoken to you and verified your account (once verified, the notice will be effective from the date of the original notice).

16.  General

16.1. Each right or remedy of the Supplier under this Agreement is without prejudice to any other right or remedy of the Supplier whether under this Agreement or not.

16.2. If any provision of this Agreement is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of this Agreement and the remainder of such provision shall continue in full force and effect.

16.3. Failure or delay by the Supplier in enforcing or partially enforcing any provision of this Agreement will not be construed as a waiver of any of its rights under this Agreement.

16.4. Any waiver by the Supplier of any breach of, or any default under, any provision of this Agreement by the Customer will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of this Agreement.

16.5. The parties to this Agreement do not intend that any term of this Agreement will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.

16.6. The formation, existence, construction, performance, validity and all aspects of this Agreement shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.

16.7. This Agreement, all documents referred to herein (including all price lists published by the Supplier) and any credit account agreement entered into (including all credit account terms and conditions) between the Supplier and the Customer constitute the whole agreement between the parties and supersede all previous agreements between the parties relating to its subject matter.

16.8. To help improve its service, training, and to evidence communications with the Customer and in the interests of security, the Supplier may monitor and or record the telephone calls made with it.

16.9. The Equality Act 2010, protects employees from any discrimination, harassment, bullying and inappropriate behaviour that occurs when a person or a group of people behaves unreasonably towards a worker or a group of workers, and may involve aggressive, abusive or intimidating conduct or language; offensive, racist, sexist, ageist, belittling or humiliating comments. We do not accept any discrimination, harassment, bullying or inappropriate behaviour towards employees, contractors or staff and we reserve the right to take action to ensure a safe working place.

Date of Issue: 2021.09.03