Retailer Terms & Conditions
BONISON (UK) LIMITED- TERMS & CONDITIONS
1. Interpretation
1.1 In these Conditions:
“Buyer” means the person who accepts a quotation of the Seller for the sale of the Goods or whose order for the Goods is accepted by the Seller.
“Goods” means the goods (including any instalment of the goods or any parts for them) which the Seller is to supply in accordance with these Conditions and any goods supplied in substitution for or in replacement of or in addition to such goods.
“Seller” means BONISON (UK) LIMITED (registered in England and Wales under number 10863113) whose registered office is at 3 Dorchester Close, Hinchley Wood, Esher, Surrey KT10 OBE.
“Conditions” means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Buyer and the Seller.
“Contract” means the contract (invoice) or order for the purchase and sale of the Goods.
“Price” means the Seller’s quoted price for the Goods at the date of the Buyer’s order or such other price as the parties may agree in writing.
“Writing” includes letter, email and comparable means of communication.
1.2 Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time. 1.3 The headings in these Conditions are for convenience only and shall not affect their interpretation.
2. Basis of the sale 2.1 The Seller shall sell and the Buyer shall purchase the Goods in accordance with any written quotation of the Seller which is accepted by the Buyer, or any written order of the Buyer which is accepted by the Seller, subject in either case to these Conditions which shall govern the Contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made, by the Buyer. 2.2 No variation to these Conditions shall be binding unless agreed in Writing between the authorised representatives of the Buyer and the Seller. 2.3 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.
3. Orders and specifications 3.1 No order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until confirmed by the Seller. Acceptance of all orders are at the Seller’s discretion. 3.2 The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Buyer and for giving the Seller any necessary information relating to the Goods within a sufficient time to enable the Seller to perform the Contract in accordance with its terms. 3.3 The quantity and description of the Goods shall be those set out in the Seller’s quotation (if accepted by the Buyer) or the Buyer’s order (if accepted by the Seller). 3.4 The Seller reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable safety or other statutory requirements or, where the Goods are to be supplied to the Seller’s specification, which do not materially affect their quality. 3.5 No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in Writing of the Seller and the Buyer shall indemnify the Seller in full against all loss (including loss of profit) costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Seller as a result of any cancellation.
4. Price of the goods 4.1 The Seller reserves the right by giving notice to the Buyer at any time before delivery to increase the price of the Goods to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture) or to any change in delivery dates, quantities or specifications for the Goods which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions. 4.2 Except as otherwise stated under the terms of any quotation or in the Price, and unless otherwise agreed in Writing between the parties, all prices are given by the Seller are exclusive of fees for packaging and delivery. 4.3 The Price is exclusive of any applicable value added tax that the Buyer shall be additionally liable to pay to the Seller. 5. Terms of payment
5.1 The Seller will invoice the Buyer for the Price on submission of the Buyer’s order for the Goods or subject to any special terms agreed in Writing between the parties at any time before or after delivery of the Goods.
5.2 The Buyer must pay the Price within seven days of the date of the Seller’s invoice or otherwise according to any credit terms agreed between the parties.
5.3 The Buyer must make payment even if delivery has not taken place / and or that title in the Goods has not passed to the Buyer.
5.4 If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to:- 5.4.1 cancel the Contract or suspend any further deliveries to the Buyer; and 5.4.2 if delivery has taken place, charge the Buyer interest (both before and after any judgment) on the amount unpaid, at the rate of 4 per cent per annum above Bank of England base rate from time to time, until payment in full is made.
5.5 Time for payment will be of the essence of the Contract between the parties.
5.6 Both parties must pay all amounts due under these Terms and Conditions in full without any deduction or withholding except as required by law and neither party is entitled to assert any credit, set off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.
6. Delivery 6.1 Within 3 working days of payment of the Price the Seller will arrange for delivery of the Goods to the address specified in the Contract, or to another location the parties agree in Writing.
6.2 Any dates quoted 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. Time for delivery shall not be of the essence unless previously agreed by the Seller in writing. The Goods may be delivered by the Seller in advance of the quoted delivery date upon giving reasonable notice to the Buyer. The Seller shall be entitled to make part delivery of the Goods at any time of the day and must be accepted at any time between 8am and 8pm. 6.3 Where the Goods are delivered in instalments, each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated. 6.4 If the Buyer fails to take delivery of the Goods or fails to give adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer’s reasonable control or by reason of the Seller’s fault) then, without prejudice to any other right or remedy available to the Seller, the Seller may:
6.4.1 store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage; or 6.4.2 sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under the Contract or charge the Buyer for any shortfall below the price under the Contract.
7. Inspection and Acceptance of Goods
7.1 The Buyer must inspect the Goods on delivery or collection.
7.2 If the Buyer identifies any damages or shortages, they must inform the Seller in writing within 3 days of delivery, providing details. 7.3 Other than by agreement in Writing between the parties, the Seller will only accept returned Goods if they are satisfied that those Goods are defective and if required, have carried out an inspection. The Seller will, as appropriate replace or refund the Goods. 7.4 The Seller will be under no liability or further obligation in relation to the Goods if:
7.5.1 If the Buyer fails to provide notice as set above and/or
7.5.2 the Buyer makes any use of such Goods after giving notice under the clause above relating to damages and shortages; and/or
7.5.3 the defect arises from normal wear and tear of the Goods; and/or
7.5.4 the defect arises from any misuse or alteration of the Goods, negligence, wilful damage or any other act by the Seller or any third parties. 7.6 The Buyer shall bear the risk and cost of returning the Goods.
7.7 Acceptance of the Goods will be deemed to be upon inspection of them by the Buyer and in any event within 3 days after delivery.
8. Risk and property
8.1 Risk of damage to or loss of the Goods shall pass to the Buyer on completion of delivery.
8.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, the title to the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Goods and payment in full of all sums due from the Buyer to the Seller whether under the Contract or by virtue of any other liability of the Buyer to the Seller.
8.3 Until such time as the title in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Seller’s fiduciary agent and bailee and shall keep the Goods separate from those of the Buyer and third parties and properly stored protected and insured and identified as the Seller’s property. Until that time the Buyer shall be entitled to resell or use the Goods in the ordinary course of its business, but shall account to the Seller for such part of the proceeds of sale or otherwise of the Goods, whether tangible or intangible, including insurance proceeds, as is equivalent to the invoice value of the Goods and shall keep all such proceeds separate from any moneys or property of the Buyer and third parties and, in the case of tangible proceeds, properly stored, protected and insured. 8.4 Until such time as the title in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold) the Seller shall be entitled at any time to require the Buyer to deliver up the Goods to the Seller and, if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or any third party where the Goods are stored and repossess the Goods. 8.5 The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Seller but if the Buyer does so all moneys owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) become due and payable. 8.6 For the avoidance of doubt, nothing contained in this Clause 8 shall entitle the Buyer to return any of the Goods to the Seller save as expressly provided in these terms and conditions or as expressly agreed in writing between the Seller and the Buyer.
9. Online Sales
9.1 The Buyer is permitted to market for sale and sell the Goods solely on a website which is the specific approved domain name(s) and/or screen name(s) of the Buyer.
9.2 The Buyer is prohibited from offering the sale of the Goods on any online marketplace website or third-party platform without the agreement in Writing of the Seller.
9.3 The Buyer must not sell online anonymously. The full legal name, mailing address, email address, and telephone contact of the Buyer’s business must be clearly indicated on any website on which the Goods are offered for sale.
9.4 In the Buyer’s marketing and descriptions of the Goods all images and descriptions must be kept up to date. The Seller must remove outdated images and descriptions as reasonably requested by the Seller. The Buyer agrees to use only images of the Goods as supplied by the Seller or approved in Writing by the Seller.
10. Warranties and liability
10.1 Subject to the conditions set out below the Seller warrants that the Goods will correspond with their specification subject to such tolerances as are reasonable and will be free from defects in material and workmanship at the time of delivery. 10.2 The above warranty is given by the Seller subject to the following conditions:
10.2.1 the Seller shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, failure to follow the Seller’s instructions (whether oral or in writing), misuse or alteration or repair of the Goods. 10.2.2 the Seller shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total price for the Goods has not been paid by the due date for payment. 10.2.3 the above warranty does not extend to Goods not manufactured by the Seller, in respect of which the Buyer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to the Seller.
10.3 Subject as expressly provided in these 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. 10.4 The Seller’s total liability will not, in any circumstances, exceed the total amount of the Price payable by the Buyer.
10.5 The Seller shall not be liable in connection with the Goods, for:
10.5.1 any indirect, special or consequential loss, damages, costs, or expenses; and/or
10.5.2 any loss of profit, loss of anticipated profits, loss of business, loss of data, loss of reputation or goodwill; business interruption; or third-party claims; and/or
10.5.3 any failure to perform any of the Seller’s obligations if such delay or failure is due to any cause beyond the Seller’s reasonable control; and/or
10.5.4 any loss relating to the Buyer’s choice of Goods or the use of the Goods supplied. 10.6 Except in respect of death or personal injury caused by the Seller’s negligence, the Seller shall not be liable to the Buyer by reason of any representation, or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract for any consequential loss or damage (whether for loss of profit or otherwise) costs, expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of the Seller, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Buyer, except as expressly provided in these Conditions. 12. General 12.1 Any notice required or permitted to be given by either party to the other under these Conditions shall be in Writing addressed to that other party at its registered office or principal place of business email address or such other address as may at the relevant time have been notified pursuant to this provision to the party given the notice.
12.2 No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.
12.3 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby. 12.4 The contract shall be governed by the laws of England.
1. Interpretation
1.1 In these Conditions:
“Buyer” means the person who accepts a quotation of the Seller for the sale of the Goods or whose order for the Goods is accepted by the Seller.
“Goods” means the goods (including any instalment of the goods or any parts for them) which the Seller is to supply in accordance with these Conditions and any goods supplied in substitution for or in replacement of or in addition to such goods.
“Seller” means BONISON (UK) LIMITED (registered in England and Wales under number 10863113) whose registered office is at 3 Dorchester Close, Hinchley Wood, Esher, Surrey KT10 OBE.
“Conditions” means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Buyer and the Seller.
“Contract” means the contract (invoice) or order for the purchase and sale of the Goods.
“Price” means the Seller’s quoted price for the Goods at the date of the Buyer’s order or such other price as the parties may agree in writing.
“Writing” includes letter, email and comparable means of communication.
1.2 Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time. 1.3 The headings in these Conditions are for convenience only and shall not affect their interpretation.
2. Basis of the sale 2.1 The Seller shall sell and the Buyer shall purchase the Goods in accordance with any written quotation of the Seller which is accepted by the Buyer, or any written order of the Buyer which is accepted by the Seller, subject in either case to these Conditions which shall govern the Contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made, by the Buyer. 2.2 No variation to these Conditions shall be binding unless agreed in Writing between the authorised representatives of the Buyer and the Seller. 2.3 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.
3. Orders and specifications 3.1 No order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until confirmed by the Seller. Acceptance of all orders are at the Seller’s discretion. 3.2 The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Buyer and for giving the Seller any necessary information relating to the Goods within a sufficient time to enable the Seller to perform the Contract in accordance with its terms. 3.3 The quantity and description of the Goods shall be those set out in the Seller’s quotation (if accepted by the Buyer) or the Buyer’s order (if accepted by the Seller). 3.4 The Seller reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable safety or other statutory requirements or, where the Goods are to be supplied to the Seller’s specification, which do not materially affect their quality. 3.5 No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in Writing of the Seller and the Buyer shall indemnify the Seller in full against all loss (including loss of profit) costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Seller as a result of any cancellation.
4. Price of the goods 4.1 The Seller reserves the right by giving notice to the Buyer at any time before delivery to increase the price of the Goods to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture) or to any change in delivery dates, quantities or specifications for the Goods which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions. 4.2 Except as otherwise stated under the terms of any quotation or in the Price, and unless otherwise agreed in Writing between the parties, all prices are given by the Seller are exclusive of fees for packaging and delivery. 4.3 The Price is exclusive of any applicable value added tax that the Buyer shall be additionally liable to pay to the Seller. 5. Terms of payment
5.1 The Seller will invoice the Buyer for the Price on submission of the Buyer’s order for the Goods or subject to any special terms agreed in Writing between the parties at any time before or after delivery of the Goods.
5.2 The Buyer must pay the Price within seven days of the date of the Seller’s invoice or otherwise according to any credit terms agreed between the parties.
5.3 The Buyer must make payment even if delivery has not taken place / and or that title in the Goods has not passed to the Buyer.
5.4 If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to:- 5.4.1 cancel the Contract or suspend any further deliveries to the Buyer; and 5.4.2 if delivery has taken place, charge the Buyer interest (both before and after any judgment) on the amount unpaid, at the rate of 4 per cent per annum above Bank of England base rate from time to time, until payment in full is made.
5.5 Time for payment will be of the essence of the Contract between the parties.
5.6 Both parties must pay all amounts due under these Terms and Conditions in full without any deduction or withholding except as required by law and neither party is entitled to assert any credit, set off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.
6. Delivery 6.1 Within 3 working days of payment of the Price the Seller will arrange for delivery of the Goods to the address specified in the Contract, or to another location the parties agree in Writing.
6.2 Any dates quoted 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. Time for delivery shall not be of the essence unless previously agreed by the Seller in writing. The Goods may be delivered by the Seller in advance of the quoted delivery date upon giving reasonable notice to the Buyer. The Seller shall be entitled to make part delivery of the Goods at any time of the day and must be accepted at any time between 8am and 8pm. 6.3 Where the Goods are delivered in instalments, each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated. 6.4 If the Buyer fails to take delivery of the Goods or fails to give adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer’s reasonable control or by reason of the Seller’s fault) then, without prejudice to any other right or remedy available to the Seller, the Seller may:
6.4.1 store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage; or 6.4.2 sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under the Contract or charge the Buyer for any shortfall below the price under the Contract.
7. Inspection and Acceptance of Goods
7.1 The Buyer must inspect the Goods on delivery or collection.
7.2 If the Buyer identifies any damages or shortages, they must inform the Seller in writing within 3 days of delivery, providing details. 7.3 Other than by agreement in Writing between the parties, the Seller will only accept returned Goods if they are satisfied that those Goods are defective and if required, have carried out an inspection. The Seller will, as appropriate replace or refund the Goods. 7.4 The Seller will be under no liability or further obligation in relation to the Goods if:
7.5.1 If the Buyer fails to provide notice as set above and/or
7.5.2 the Buyer makes any use of such Goods after giving notice under the clause above relating to damages and shortages; and/or
7.5.3 the defect arises from normal wear and tear of the Goods; and/or
7.5.4 the defect arises from any misuse or alteration of the Goods, negligence, wilful damage or any other act by the Seller or any third parties. 7.6 The Buyer shall bear the risk and cost of returning the Goods.
7.7 Acceptance of the Goods will be deemed to be upon inspection of them by the Buyer and in any event within 3 days after delivery.
8. Risk and property
8.1 Risk of damage to or loss of the Goods shall pass to the Buyer on completion of delivery.
8.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, the title to the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Goods and payment in full of all sums due from the Buyer to the Seller whether under the Contract or by virtue of any other liability of the Buyer to the Seller.
8.3 Until such time as the title in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Seller’s fiduciary agent and bailee and shall keep the Goods separate from those of the Buyer and third parties and properly stored protected and insured and identified as the Seller’s property. Until that time the Buyer shall be entitled to resell or use the Goods in the ordinary course of its business, but shall account to the Seller for such part of the proceeds of sale or otherwise of the Goods, whether tangible or intangible, including insurance proceeds, as is equivalent to the invoice value of the Goods and shall keep all such proceeds separate from any moneys or property of the Buyer and third parties and, in the case of tangible proceeds, properly stored, protected and insured. 8.4 Until such time as the title in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold) the Seller shall be entitled at any time to require the Buyer to deliver up the Goods to the Seller and, if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or any third party where the Goods are stored and repossess the Goods. 8.5 The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Seller but if the Buyer does so all moneys owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) become due and payable. 8.6 For the avoidance of doubt, nothing contained in this Clause 8 shall entitle the Buyer to return any of the Goods to the Seller save as expressly provided in these terms and conditions or as expressly agreed in writing between the Seller and the Buyer.
9. Online Sales
9.1 The Buyer is permitted to market for sale and sell the Goods solely on a website which is the specific approved domain name(s) and/or screen name(s) of the Buyer.
9.2 The Buyer is prohibited from offering the sale of the Goods on any online marketplace website or third-party platform without the agreement in Writing of the Seller.
9.3 The Buyer must not sell online anonymously. The full legal name, mailing address, email address, and telephone contact of the Buyer’s business must be clearly indicated on any website on which the Goods are offered for sale.
9.4 In the Buyer’s marketing and descriptions of the Goods all images and descriptions must be kept up to date. The Seller must remove outdated images and descriptions as reasonably requested by the Seller. The Buyer agrees to use only images of the Goods as supplied by the Seller or approved in Writing by the Seller.
10. Warranties and liability
10.1 Subject to the conditions set out below the Seller warrants that the Goods will correspond with their specification subject to such tolerances as are reasonable and will be free from defects in material and workmanship at the time of delivery. 10.2 The above warranty is given by the Seller subject to the following conditions:
10.2.1 the Seller shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, failure to follow the Seller’s instructions (whether oral or in writing), misuse or alteration or repair of the Goods. 10.2.2 the Seller shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total price for the Goods has not been paid by the due date for payment. 10.2.3 the above warranty does not extend to Goods not manufactured by the Seller, in respect of which the Buyer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to the Seller.
10.3 Subject as expressly provided in these 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. 10.4 The Seller’s total liability will not, in any circumstances, exceed the total amount of the Price payable by the Buyer.
10.5 The Seller shall not be liable in connection with the Goods, for:
10.5.1 any indirect, special or consequential loss, damages, costs, or expenses; and/or
10.5.2 any loss of profit, loss of anticipated profits, loss of business, loss of data, loss of reputation or goodwill; business interruption; or third-party claims; and/or
10.5.3 any failure to perform any of the Seller’s obligations if such delay or failure is due to any cause beyond the Seller’s reasonable control; and/or
10.5.4 any loss relating to the Buyer’s choice of Goods or the use of the Goods supplied. 10.6 Except in respect of death or personal injury caused by the Seller’s negligence, the Seller shall not be liable to the Buyer by reason of any representation, or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract for any consequential loss or damage (whether for loss of profit or otherwise) costs, expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of the Seller, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Buyer, except as expressly provided in these Conditions. 12. General 12.1 Any notice required or permitted to be given by either party to the other under these Conditions shall be in Writing addressed to that other party at its registered office or principal place of business email address or such other address as may at the relevant time have been notified pursuant to this provision to the party given the notice.
12.2 No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.
12.3 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby. 12.4 The contract shall be governed by the laws of England.