1. Interpretation

1.1 In these Conditions:

"Business Day" means a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.

"Buyer" means the person, firm or company purchasing Goods from the Seller.

"Conditions" means the standard terms and conditions of sale set out in this document as amended from time to time in accordance with clause 14.1.

"Contract" means a contract between the Seller and the Buyer for the purchase and sale of Goods in accordance with these Conditions.

"Force Majeure Event" has the meaning given to it in clause 11.1.

"Goods" means goods supplied or agreed to be supplied by the Seller to the Buyer under a Contract.

"Intellectual Property Rights" means patents, utility models, rights to inventions, copyright and neighbouring and related rights, trade marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), 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, any rights and all similar or equivalent rights or forms of protection that subsist or will subsist now or in the future in any part of the world.

"Order" an order for Goods submitted by the Buyer in accordance with clause 2.

"Seller" means MCCORMICK (UK) LTD, a company registered in Scotland with registered company number SC015262 and whose registered address is at Leven House, 10 Lochside Place, Edinburgh Park, Edinburgh EH12 9DF.

"Specification" means any specification for the Goods that is agreed in writing by the Buyer and the Seller.

"VAT" means Value Added Tax or any equivalent or replacement tax.

1.2 A reference to "writing" or "written" includes faxes, emails and electronic data interchange (EDI).

1.3 A reference to a statue or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.

1.4 Any phrase introduced by the terms "including", "include", "in particular" or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

2. Formation of Contract and Basis of Sale

2.1 The Seller shall sell and the Buyer shall purchase Goods in accordance with and on the basis of these Conditions which shall govern a Contract to the exclusion of any other terms and conditions that the Buyer seeks to impose or incorporate or which are implied by trade, custom, practice or course of dealing.

2.2 A quotation by the Seller does not constitute an offer and the Seller reserves the right to withdraw or revise any quotation at any time prior to the Seller's acceptance of the Buyer's Order. The Seller is not obliged to accept any Order which the Buyer places with the Seller.

2.3 An Order constitutes an offer by the Buyer to purchase Goods in accordance with these Conditions. The Buyer is responsible for ensuring that the terms of the Order and any applicable Specification are complete and accurate.

2.4 Each Order shall:

2.5 A Contract shall be formed when acceptance of the Buyer's Order is confirmed in writing by the Seller or when the Goods are delivered by the Seller in accordance with an Order.

2.6 No Order which has been accepted by the Seller may be cancelled or varied by the Buyer other than in accordance with the Conditions.

3. The Goods and the Price

3.1 The Goods are described in the Seller's quotation or sales literature as modified by the Specification. The Seller reserves the right to change the Specification of the Goods if required by any applicable statutory or regulatory requirements.

3.2 To the extent that the Goods are to be manufactured in accordance with a Specification supplied by the Buyer, the Buyer shall indemnify the Seller against, and covenant to pay a sum equal to, 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 the Seller in connection with any claim made against the Seller for actual or alleged infringement of a third party's Intellectual Property Rights arising out of or in connection with the Seller's use of the Specification. This clause 3.2 shall survive termination of the Contract.

3.3 Any samples, drawings, descriptive matter, or advertising produced by the Seller and any descriptions or illustrations contained in the Seller's catalogues or brochures are produced for the purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract or have any contractual force.

3.4 The price of the Goods shall be the price set out in the Order, or, if no such price is specified, the Seller's price for the Goods in force on the Goods Issue Date. The Buyer shall notify the Seller in writing of any disagreement with the price invoiced within 40 Business Days of the date of the invoice in question.

3.5 The Seller may, by giving notice to the Buyer at any time before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:

3.6 All prices quoted by the Seller are, unless stated otherwise, exclusive of VAT and all other applicable taxes and duties and the costs and charges of transport, packing and insurance, which shall be payable by the Buyer.

3.7 If the Seller notifies the Buyer that the packing cases, pallets, containers, industrial pallecons and other packaging used are returnable, the Buyer will be charged for such packaging at the Seller's current prices unless the packaging materials are returned to the Seller's designated warehouse carriage paid and in good condition within 20 Business Days of their despatch to the Buyer or, in the case of industrial pallecons, when fully empty.

4. Payment

4.1 The Seller shall invoice the Buyer for the price of Goods together with any transport, packaging, insurance, VAT and other charges payable on or at any time after the Goods Issue Date, in pounds sterling.

4.2 The Buyer shall make payment of any amount invoiced by the Seller in full and in cleared pound sterling funds to the bank account nominated in writing by the Seller no later than the 15th day of the month following the month the invoice was dated unless otherwise agreed by the parties in writing.

4.3 All amounts due under a Contract shall be paid in full by the Buyer without deduction, withholding, set-off or counterclaim for any reason whatsoever, whether arising in contract, tort (including negligence), breach of statutory duty or otherwise, save as may be required by law.

4.4 Time for payment shall be of the essence of the Contract. If the Buyer fails, on the due date, to pay any sum due to the Seller under any Contract then, without prejudice to any other right or remedy available to the Seller, the Seller shall (at its option) be entitled:

4.5 If the Buyer applies to the Seller for a credit account, the Buyer acknowledges and agrees that (i) the Seller may undertake a search with a credit reference agency before accepting the Buyer's credit application and may make enquiries about the Buyer's principal directors; (ii) the credit reference agency may record these searches; and (iii) the Seller shall monitor and record information relating to the Buyer's trade credit performance and such records shall be made available to credit reference agencies and other organisations to assess applications for credit.

5. Delivery

5.1 The Buyer shall collect the Goods from such of the Seller's premises as is notified to the Buyer in writing (the "Delivery Location") within three Business Days of the Seller notifying the Buyer that the Goods are ready. Delivery of the Goods shall be completed on the Goods' arrival at the Delivery Location and on delivery, the Buyer or its representative will be required to sign a delivery form acknowledging receipt of the Goods and to examine the Goods.

5.2 Any dates quoted by the Seller for delivery of the Goods are approximate only and the Seller shall not be liable for any delay in delivery of the Goods howsoever caused and time for delivery shall not be of the essence.

5.3 If the Seller fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Seller shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Buyer's failure to provide the Seller with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

5.4 The Seller may deliver the Goods by instalments and each instalment shall constitute a separate Contract, which shall be invoiced and paid for separately. Delivery by the Seller of any of the instalments other than in accordance with these Conditions shall not entitle the Buyer to cancel any other instalments or treat the Contract as a whole as repudiated.

5.5 If the Buyer fails to take delivery of the Goods at the time stated for delivery (otherwise than by reason of the Seller's fault) or fails to give the Seller adequate delivery instructions then, without prejudice to any other right or remedy available to the Seller, the Seller may:

5.6 Notwithstanding any other ground which the Buyer may have to reject those Goods which the Seller delivered, the Buyer shall not be entitled to reject them solely on the grounds that not all the Goods ordered were delivered.

5.7 The Seller shall attempt to notify the Buyer as soon as is practicable if the Seller becomes aware that the Seller will not be able to deliver the Goods or any part of them.

6. Risk and Title

6.1 The risk of loss and damage to the Goods shall pass to the Buyer on delivery.

6.2 Notwithstanding delivery and the passing of risk in the Goods, title to the Goods shall not pass to the Buyer and shall remain in the Seller until the Buyer shall have paid to the Seller in full the price for the Goods together with any other sums due under any Contract.

6.3 Until title to the Goods has passed to the Buyer, the Buyer shall:

6.4 The Seller reserves the immediate right of repossession of any Goods which have not been paid for to which the Seller has retained title as aforesaid exercisable at any time after delivery of the Goods and the Buyer hereby grants an irrevocable right and licence to the Seller's employees, agents and contractors to enter upon all or any premises where the Goods are stored without prior notice for this purpose.

7. Warranties

7.1 The Seller warrants that on delivery the Goods will be of satisfactory quality (within the meaning of the Sale of Goods Act 1979) and will correspond in all material respects with the Specification for the Goods at the time of delivery.

7.2 Subject to clause 7.3, if:

7.3 The Seller shall not be liable for Good's failure to comply with the warranty set out in clause 7.1 in any of the following events:

7.4 Except as provided in this clause 7, the Seller shall have no liability to the Buyer in respect of the Goods' failure to comply with the warranty set out in clause 7.1.

7.5 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.

7.6 These Conditions shall apply to any repaired or replacement Goods supplied by the Seller.

8. Limitation of Liability

8.1 Nothing in these Conditions shall limit or exclude the Seller's liability for:

8.2 Subject to clause 8.1, the Seller shall not be liable to the Buyer, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:

8.3 Subject to clause 8.1 and 8.2, the Seller's total liability to the Buyer arising under or in connection with a Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to 100% of the total price paid under the Contract to which the loss relates.

8.4 Notwithstanding clause 8.1, the losses for which the Seller assumes responsibility and which shall (subject to clause 8.2 and 8.3) be recoverable by the Buyer include:

9. Compliance and Product Recall

9.1 The Buyer must notify the Seller in writing within five Business Days of receipt of a complaint regarding the Goods or any part of them, or any requirement for a product recall concerning the Goods from any regulatory authority.

9.2 In the event that the Seller or any regulatory authority implements a product recall campaign for the Goods, the Buyer will provide the Seller and the regulatory authority with all assistance of whatever nature which the Seller might require (including but not limited to tracing or notifying Buyers, withdrawing the Goods from sale, recalling the Goods and posting notices or placing advertisements) and the Seller will meet any reasonable expenses incurred by the Buyer but only where these have been agreed in advance and the Buyer has provided the Seller with such evidence substantiating the same as the Buyer may reasonably require.

9.3 The Buyer shall obtain all documents, licences and permissions of whatsoever nature as are necessary for due performance of the Contract and shall comply with all applicable laws and regulations in relation to the storage, packaging and sale of the Goods.

9.4 The Buyer shall comply with all instructions regarding the storage of the Goods including manufacturer's recommendations and any instructions which the Seller gives the Buyer and the Seller shall not be liable for any deterioration in the Goods nor any other damage caused as a result of incorrect storage procedures.

9.5 It shall be the Buyer's duty to keep the Seller fully and speedily informed as to any risks to health and safety of which the Buyer becomes aware in relation to the Goods.

10. Intellectual Property Rights

10.1 Notwithstanding delivery of and the passing of title in any Goods, nothing shall have the effect of granting or transferring to, or vesting in, the Buyer any Intellectual Property Rights in or to any Goods.

10.2 All Goods sold in retail packaging may be resold by the Buyer only in the packaging supplied by the Seller and in no case may any trade mark other than those applied by the Seller be marked on or applied in relation to the Goods nor shall the packaging or any trade mark or registered design be altered or tampered with in any way.

11. Force Majeure

11.1 Force Majeure Event means any circumstance not within the Seller's reasonable control including, without limitation:

11.2 If the Seller is prevented, hindered or delayed in or from performing any of its obligations under the Contract by a Force Majeure Event the Supplier shall not be in breach of the Contract or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.

11.3 If the Force Majeure Event prevents, hinders or delays the Seller's performance of its obligations for a continuous period of more than 20 Business Days, the Seller may terminate the Contract by giving five Business Days' written notice to the Buyer.

12. Confidentiality

12.1 Each party undertakes that it shall not at any time disclose to any person any information of a confidential nature concerning the business, affairs, customer, clients or suppliers or the other party or of any member of the group of companies to which the other party belongs ("Confidential Information"), except as permitted by clause 12.2.

12.2 Each party may disclose the other party's Confidential Information:

(a) to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with the Contract provided that:

(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

12.3 Neither party shall use any 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.

12.4 To the extent that each party receives personal data from or on behalf of the other party, each party represents and warrants that it will comply with all applicable laws, rules, and regulations pertaining to personal data; it will keep such personal data confidential and only use it as necessary for the business relationship between the parties; and it shall use reasonable measures to protect the security and integrity of such data.

12.5 The Buyer shall indemnify the Seller against, and covenant to pay a sum equal to, 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 the Seller in connection with any claim made against the Seller arising out of a breach of Section 12.

12.6 Section 12 shall survive termination of the Contract.

13. Termination

13.1 Without prejudice to any other right or remedy available, the Seller shall be entitled to treat any Contract as repudiated and/or withhold any further deliveries of the Goods without any liability to the Buyer and, if any Goods have been delivered but not paid for, the total amount payable therefor shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary, if:

13.2 For the purposes of clause 13.1(a), "material breach" means a breach (including anticipatory breach) that is serious in the widest sense of having a serious effect on the benefit of which the Seller would otherwise derive from a substantial portion of the Contract over the term of the Contract. In deciding whether any breach is material, due regard shall be had to whether it occurs by some accident, mishap, mistake or misunderstanding.

13.3 On termination of the Contract for any reason:

13.4 Should the Seller be entitled to terminate the Contract for any reason, the Seller shall have the option to suspend delivery of the Goods instead of or prior to such termination and if the Seller elects to suspend the Contract, all references to dates in the Contract or at the time of Order shall be extended by the period of the suspension. The Seller may, however, during the period of suspension give written notice of not less than three Business Days that the Seller proposes to terminate the Contract. Such termination will have the effect as aforesaid.

13.5 Termination of the Contract shall not affect any of the Seller's rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the Contract that existed before the date of termination.

13.6 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.

14. General

14.1 No variations to these Conditions shall be effective unless made in writing signed by the duly authorised representatives of the parties.

14.2 Failure by the Seller to exercise or enforce any rights hereunder shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement thereof at any time or times thereafter.

14.3 If any provision or part of a provision of these Conditions shall be, or shall be found by any court of competent jurisdiction to be, invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions or parts of such provisions of these Conditions, all of which shall remain in full force and effect.

14.4 The Buyer may not assign, transfer, novate or otherwise dispose of all or any of its rights or obligations under the Contract without the prior written consent of the Seller. Where such consent is given, the Seller shall be provided with all copies of assignments and orders, and it shall remain the Buyer's responsibility to ensure that all the terms of the Contract are complied with by the party to whom the Contract is assigned or sub-contracted.

14.5 No person other than a party to the Contract shall be entitled to enforce any term of it save that where an agreement is entered into pursuant to which any rights contained in the Contract are assigned to a third party, nothing in this Clause shall, of itself, operate to prevent the assignee from taking the benefit of, and enforcing, any rights so assigned.

15. Notices

15.1 All notices or other communications given in connection with the Contract will be in writing and will be given, and will be deemed received:

and if given, or deemed given, at a time or on a date which is not a Business Day, it will be deemed to have been given on the next Business Day.

15.2 Notices will be sent to the Buyer and the Seller to their registered addresses, or any other such address as notified in writing between the parties.

15.3 Any party may change the address to which such notices to it are to be delivered by giving not less than five Business Days' notice to the other party.

15.4 This clause 15 does not apply to the service of any proceedings or other documents in any legal action.

16. Entire Agreement

16.1 The Contract 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.

16.2 Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies for, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract.

16.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

16.4 Nothing in the Contract shall limit or exclude any liability for fraud or fraudulent misrepresentation.

17. Governing Law and Jurisdiction

17.1 The Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) will be governed by and construed in accordance with, the laws of England and the Buyer hereby irrevocably agrees that the English courts shall have exclusive jurisdiction in relation to any claim brought by the Buyer against the Seller, but that the Seller shall be entitled to bring a claim against the Buyer in any court of competent jurisdiction.

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