TERMS AND CONDITIONS FOR THE SUPPLY OF LIVESTOCK MONITORING GOODS AND SERVICES BY MSD ANIMAL HEALTH UK LIMITED

The Customer’s attention is particularly drawn to the provisions of clause 15.  

  1. INTERPRETATION AND DEFINITIONS
    1.1. In these Terms and Conditions for the supply of goods and services (these “Conditions”): “MSDAH” means MSD ANIMAL HEALTH UK LIMITED, registered in England and Wales with company number 00946942 and whose registered office address is at Walton Manor, Walton, Milton Keynes, Buckinghamshire, MK7 7AJ; “Business Day” means a day other than a Saturday, Sunday or public holiday in England; “Contract” means the contract between MSDAH and Customer for the supply of Goods and/or Services in accordance with these Conditions; “Control” means the meaning defined in section 1124 of the Corporation Tax Act 2010; “Customer” means the person or firm who purchases the Goods and/or Services from MSDAH; “Delivery Location” means the meaning given in clause 6.4; “Goods” means the goods (or any part of them) set out in the Order; “Goods Specification” means any specification for the Goods (if relevant to the particular Goods); “Order” means the Customer’s order for the Goods and/or Services and/or Testing Services submitted online on the MSDAH website and/or set out in Customer’s purchase order form and/or placed by telephone, by fax or by email as the case may be; “Services” means the repair services and the registration and creation services in respect of the Goods (or any part of them) as set out in an Order; “Site” means 1 Greencroft Industrial Park, Stanley, County Durham, DH9 7YA or such other site notified to Customer; and “Testing Services” means the tissue sampling tag services described on the MSDAH website to be performed by a third party testing laboratory.
    1.2. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality). A reference to a party includes its successors and permitted assigns.
    1.3. A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
    1.4. Any words following the terms including, include, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
    1.5. A reference to writing or written includes fax and email.
  1. BASIS OF CONTRACT
    2.1. A quotation for the Goods and/or Services given by MSDAH shall not constitute an offer and is only valid for a period of 30 days from its date of issue. The Order constitutes an offer by Customer to purchase Goods and/or Services in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order are complete and accurate.
    2.2. The Contract shall comprise the following: (i) the Customer’s Order (subject to the provisions of clause 2.3); (ii) MSDAH’s acceptance of the Order (in accordance with the provisions of clause 2.6); (iii) MSDAH’s invoice; and (iv) these Conditions.
    2.3. Orders submitted to MSDAH with the Customer’s standard terms may be accepted on the understanding that the form is used for convenience only and that the Customer’s standard terms shall not apply.
    2.4. These Conditions apply to and supersede any terms and conditions oral or written referred to, offered or relied on by the Customer, whether in negotiation or at any other time in the dealing between MSDAH and the Customer. The Contract and these Conditions encompass the whole agreement reached between MSDAH and the Customer.
    2.5. The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of MSDAH which is not set out in the Contract.
    2.6. The Order shall be deemed to be accepted on the earlier of: (i) when MSDAH issues written acceptance of the Order; (ii) any act by MSDAH consistent with fulfilling the Order; or (iii) receipt of payment by MSDAH for the Goods and/or Services, at which point and on which date the Contract shall come into existence.
    2.7. Any samples, drawings, descriptive matter or advertising issued by MSDAH and any descriptions of the Goods or illustrations or descriptions of the Services contained in MSDAH’s catalogues or brochures or on its website are issued or published for the sole purpose of giving an approximate idea of the Services and/or Goods described in them. They shall not form part of the Contract or have any contractual force.
    2.8. All of these Conditions shall apply to the supply of both Goods and Services by MSDAH except where application to one or the other is specified. Any reference to MSDAH is to MSDAH UK Group Limited, except where the relevant Goods and/or Services are provided by another MSDAH company, in which case references to MSDAH shall, in respect of those Goods and/or Services, be references to that MSDAH group company.
  1. TITLE AND RISK
    3.1. The risk in the Goods shall pass to Customer on completion of delivery. If Customer returns the Goods under clause 9, the risk in Goods during transit shall remain with Customer. Title to the Goods shall not pass to Customer until MSDAH receives payment in full (in cash or cleared funds) for the Goods.
    3.2. Until title to the Goods has passed to Customer, Customer shall: (a) store the Goods separately from all other goods held by Customer so that they remain readily identifiable as MSDAH’s property; (b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods; (c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on MSDAH’s behalf from the date of delivery; (d) notify MSDAH immediately if it becomes subject to any of the events listed in clause 17.1(b) clause 17.1(e); and (e) give MSDAH such information relating to the Goods as MSDAH may require from time to time.
  1. PRICE AND PAYMENT
    4.1. The price for Goods and Services shall be the price set out in the Order and exclusive of costs of delivery of the Goods, which shall be advised on the MSDAH website.
    4.2. MSDAH reserves the right to increase the price of the Goods, by giving notice to Customer at any time before delivery, to reflect any increase in the cost of the Goods to MSDAH that is due to: (a) any factor beyond the control of MSDAH (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs); (b) any request by Customer to change the delivery date(s), quantities or types of Goods ordered, or the Goods Specification; or (c) any delay caused by any instructions of Customer in respect of the Goods or failure of Customer to give MSDAH adequate or accurate information or instructions in respect of the Goods.
    4.3. Customer shall pay for the Goods and Services: (a) if Customer qualifies for a credit account, in accordance with clause 18.15; or (b) if Customer pays with a credit or debit card, immediately on ordering of such Goods or Services, in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
    4.4. All amounts payable by Customer under the Contract are exclusive of amounts in respect of value added tax (VAT) chargeable from time to time.
    4.5. Time for payment shall be of the essence of the Contract. If Customer fails to make a payment due to MSDAH under the Contract by the due date, then, without limiting MSDAH’s remedies under clause 17, Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgement. Interest under this clause 4.5 will accrue each day at 4% a year above the Barclays Bank PLC base rate from time to time.
  1. SPECIFICATION ALTERATIONS
    5.1. The Goods are described in MSDAH’s catalogue on the MSDAH website.
    5.2. To the extent that Goods are manufactured in accordance with a Goods Specification supplied by Customer, Customer shall indemnify MSDAH against 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 costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by MSDAH arising out of or in connection with any claim made against MSDAH for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with MSDAH’s use of the Goods Specification supplied by Customer. This clause 5.2 shall survive termination of the Contract.
    5.3. MSDAH reserves the right to alter the specification of any Goods or amend the relevant Goods Specification if required by any applicable statutory or regulatory requirement without prior reference to the Customer provided that the Goods comply in all other known respects with the Customer’s requirements.
  1. DELIVERY OF GOODS
    6.1. When it is necessary for the Customer to do any act to enable MSDAH to despatch the Goods, such act must be performed in good time to enable MSDAH to effect despatch on the agreed delivery date (or, if no such date is agreed, within seven (7) days of the date on which MSDAH receives payment for the Goods from the Customer. In the event of the Customer’s failure to comply with this Condition 6.1, MSDAH may at its option terminate the Contract in whole or in part by giving written notice thereof to the Customer.
    6.2. All delivery dates are estimates only and MSDAH shall not be liable in damages for any delay in delivery. If MSDAH does not deliver within 30 days of the agreed delivery date, the Customer may then cancel the order in whole or in part by serving written notice on MSDAH to that effect and MSDAH shall have no further liability in relation to the cancelled order.
    6.3. MSDAH shall ensure that each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, all relevant Customer and MSDAH reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable) and, if the Order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered.
    6.4. MSDAH shall deliver the Goods to the location set out in the Order or such other location as agreed between MSDAH and Customer (“Delivery Location”). If Customer is not present at the Delivery Location when MSDAH attempts to deliver the Goods, a card will be left providing Customer with further instructions on how to collect the Goods.
    6.5. Delivery of the Goods shall be completed on the completion of unloading of the Goods at the Delivery Location or, where Customer collects the Goods direct from MSDAH or a third party collection depot, on receipt of the Goods by Customer at such depot or MSDAH premises.
    6.6. MSDAH shall not be liable for any delay in delivery of the Goods, or failure to deliver the Goods, that is caused by events, circumstances or causes beyond its reasonable control.
    6.7. MSDAH may deliver the Goods by separate instalments, which shall be invoiced and paid for separately, although Customer shall only incur one delivery charge. Each instalment shall be a separate Contract and no breach, cancellation or termination of any one Contract relating to an instalment shall entitle the Customer to repudiate, terminate or cancel any other Contract or instalment, provided however that MSDAH may suspend delivery of any instalment whilst payment is overdue in respect of any previous instalment. Any delay in delivery or defect in an instalment shall not entitle Customer to cancel any other instalment.
    6.8. If Customer fails to accept delivery of the Goods within 3 Business Days of MSDAH notifying Customer that the Goods would be delivered, then except where such failure or delay is caused by events, circumstances or causes beyond Customer’s reasonable control or by MSDAH’s failure to comply with its obligations under the Contract in respect of the Goods, delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day following the day on which MSDAH notified Customer that the Goods would be delivered and MSDAH shall store the Goods until delivery takes place, and charge Customer for all related costs and expenses (including insurance).
    6.9. If 10 Business Days after MSDAH notified Customer that the Goods would be delivered Customer has not accepted delivery of them, MSDAH may resell or otherwise dispose of part or all of the Goods.
  1. NON-DELIVERY
    7.1. If, following acceptance of Customer’s Order, MSDAH fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by Customer in obtaining replacement Goods of similar description and quality in the cheapest market available, less the price of the Goods. MSDAH shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by an event of force majeure or Customer’s failure to provide MSDAH with adequate delivery instructions.
  1. QUALITY OF GOODS/DEFECTS
    8.1. MSDAH warrants that on delivery, and for a period of 12 months from the date of delivery (Warranty Period) the Goods shall: (a) conform in all material respects with their description in the applicable Goods Specification; and (b) be free from material defects in design, material and workmanship. If the Goods are agreed by MSDAH to be defective or faulty MSDAH shall credit the invoice value of the Goods and such credit will be in full satisfaction of any claim by the Customer.
    8.2. Subject to clause 8.3, MSDAH shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full if: (a) Customer gives notice in writing during the Warranty Period within 48 hours of discovery of a defect that some or all of the Goods do not comply with the warranty set out in clause 6.1; (b) MSDAH is given a reasonable opportunity of examining such Goods; and (c) Customer (if asked to do so by MSDAH) returns such Goods to MSDAH’s place of business at MSDAH’s cost. In the event that the Goods are returned to MSDAH, they must be returned in their original packaging, be unused and unassembled.
    8.3. MSDAH shall not be liable for the Goods’ failure to comply with the warranty in clause 8.1 if: (a) Customer makes any further use of such Goods after giving a notice in accordance with clause 8.2; (b) the defect arises because Customer failed to follow MSDAH’s oral or written instructions or the Goods Specification or instructions as to the storage, installation, commissioning, use or maintenance of the Goods (which may be displayed on the MSDAH website) or (if there are none) good trade practice; (c) Customer alters or repairs such Goods without the written consent of MSDAH; (d) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions; or (e) the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory standards.
    8.4. Except as provided in this clause 8, MSDAH shall have no liability to Customer in respect of the Goods’ failure to comply with the warranty set out in clause 8.1.
    8.5. The warranty set out in clause 8.1 is made only to the Customer who initially purchased the Goods. This warranty cannot be transferred to any other legal person.
    8.6. The terms of these Conditions shall apply to any repaired or replacement Goods supplied by MSDAH.
    8.7. Veterinary products, for example bloodless castrators and surgical equipment, should only be used by suitably qualified personnel, trained in the setting and use of such Goods. MSDAH shall have no liability whatsoever for use of such products other than by a suitably qualified person.
  1. RETURN OF GOODS
    9.1. If Customer orders Goods in error, Customer shall contact MSDAH customer services department on 01207 529000 within 14 days of receipt of Goods to organise a return and, only after a valid returns number has been issued to Customer, return such Goods to MSDAH at the Site within 1 week of such number being issued. Goods must be returned unused, in original packaging, clean and bio hazard free, and in a re-saleable condition. The Goods must be accompanied by the relevant goods returns number issued by MSDAH, the relevant invoice number relating to the Goods and the reason for the return.
    9.2. Notwithstanding clause 9.1, a 20% handling charge (subject to a minimum charge of £10) will be payable to MSDAH by Customer for those Goods that are returned and which comply with the warranties set out in clause 6.1.
    9.3. In the event that the Goods comprise of tags which are marked incorrectly by MSDAH, MSDAH will arrange (at its cost) for such tags to be returned to MSDAH at the Site. In the event that Customer incurs delivery costs in returning such tags to MSDAH, MSDAH shall refund the delivery costs incurred by Customer in returning the tags provided that the Customer uses the most economical postage method. MSDAH will replace such incorrectly marked tags free of charge. Customer shall still be required to pay for the original order.
    9.4. Subject to Customer’s rights under clause 8, Customer shall not return, and shall not be entitled to a refund for, any Goods that are manufactured in accordance with a Goods Specification supplied by it.
    9.5. Goods dispatched direct to a third party on instructions from a Customer are deemed to have passed through the Customer’s hands.
  1. CUSTOMER’S OBLIGATIONS
    10.1. Customer shall: (a) ensure that the terms of the Order are complete and accurate; (b) co-operate with MSDAH in all matters relating to the Goods and Services; (c) provide MSDAH with such information and materials as MSDAH may reasonably require in relation to the Goods and Services, and ensure that such information is complete and accurate in all material respects; and (d) prepare Customer’s premises for any demonstration of the Goods and Services or meetings with MSDAH.
    10.2. If MSDAH’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by Customer or failure by Customer to perform any relevant obligation (Customer Default): (a) without limiting or affecting any other right or remedy available to it, MSDAH shall have the right to suspend performance of its obligations until Customer remedies Customer Default, and to rely on Customer Default to relieve it from the performance of any of its obligations in each case to the extent Customer Default prevents or delays MSDAH’s performance of any of its obligations; (b) MSDAH shall not be liable for any costs or losses sustained or incurred by Customer arising directly or indirectly from MSDAH’s failure or delay to perform any of its obligations as set out in this clause 10.2; and (c) Customer shall reimburse MSDAH on written demand for any costs or losses sustained or incurred by MSDAH arising directly or indirectly from Customer Default.
    10.3. Customer agrees and acknowledges that it is required to have continuous high-speed internet access at its premises in order to use certain Goods that require such access. Customer warrants and confirms that it in fact has such internet access at its premises in all material respects. MSDAH will bear no responsibility in the event that the functionality of these Goods is impaired by virtue of Customer not having continuous high-speed internet access at its premises.
  1. TESTING SERVICES
    11.1. When Customer orders certain Goods from MSDAH, Customer has the option to use Testing Services in relation to those Goods. Such Testing Services shall be carried out by a third party testing laboratory appointed by MSDAH (Laboratory), as further described on the MSDAH website. In such circumstances, MSDAH acts as agent to the Laboratory and therefore the provision of the Testing Services shall also be subject to the terms and conditions of the Laboratory in addition to these Conditions. The terms and conditions of the Laboratory shall be issued to the Customer with the Tag and Test Sample Return Form.
    11.2. MSDAH does not provide any warranty in relation to the performance of the Testing Services and shall not be liable to Customer, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, in the event of any claim arising as a result of, or in connection with, the performance of the Testing Services including in relation to the manner of performance, and the results, of those tests.
    11.3. Customer is responsible for sending (and the cost of sending) each sample directly to the Laboratory, following the instructions and using the forms and process available on the MSDAH website. MSDAH shall not be liable to the Customer for any loss or damage to a sample during transit between the Laboratory and Customer. Customer shall supply as much information as possible about each sample which it sends to the Laboratory and the Testing Services shall be carried out on the sample in the state in which it is received. The methods of carrying out the Testing Services and providing the report to the Customer (and any other third party) shall be at the sole discretion of the Laboratory.
    11.4. In relation to the reports delivered, Customer shall notify the Laboratory and MSDAH, within 14 days from date of issue of such reports, of any Customer or third party dispute concerning either the quality or interpretation of results. If Customer does not so notify within this 14 day period, Customer will be deemed to have accepted the reports, together with any interpretation of these, provided by the Laboratory.
    11.5. Customer acknowledges that the above provisions of this clause 11 are reasonable and reflected in the price which would be higher without those provisions and Customer will accept such risk and/or insure accordingly.
  1. INTELLECTUAL PROPERTY
    12.1. The supply of the Goods by MSDAH shall not confer any right upon the Customer to use any of MSDAH’s trademarks without prior written consent of MSDAH and at all times such trademarks shall remain the property of MSDAH, nor does it imply any right to use any of MSDAH’s patents or any indemnity against infringement of third party patents.
  1. REPRESENTATION AND WARRANTY
    13.1. The Customer shall not give any warranty or make any representation purportedly on behalf of MSDAH except when expressly authorised by MSDAH to do so.
  1. CONFIDENTIALITY AND DATA PRIVACY
    14.1. The parties undertake that they shall not at any time, disclose any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 14.2.
    14.2. Each party may disclose the other party’s confidential information: (a) to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 14; and (b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
    14.3. Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.
    14.4. MSDAH’s privacy policy is set out on its website. Customer shall contact MSDAH in the event any of the personal information relating to Customer’s account is incorrect. In the event that Customer wishes to receive special offers or obtain details on current promotions, Customer shall contact MSDAH to opt-in to receive marketing information.
  1. LIABILITY AND INDEMNITY
    15.1. To the fullest extent permissible by law, MSDAH shall not, under any circumstances, be liable for any loss of revenue, business contract, anticipated savings, profits, data or information, damage to property, or any indirect or consequential loss howsoever arising whether from negligence, breach of contract or otherwise. Nothing in the Contract or these Conditions shall limit or exclude the liability of MSDAH for:
    a) death or personal injury resulting from negligence; or
    b) fraud or fraudulent misrepresentation; or
    c) any matter which it would be illegal for MSDAH to exclude or attempt to exclude.
    15.2. The Customer shall indemnify MSDAH against all liabilities, costs, expenses, damages and losses (including legal fees and expenses) incurred by MSDAH arising out of or in connection with any claim made against MSDAH by a third party arising out of, or in connection with, the supply of the Goods, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance by the Customer, its agents or subcontractors.
    15.3. Subject to clause 15.1, MSDAH’s total aggregate liability to Customer, whether in contract, tort (including negligence), breach of statutory duty or otherwise, arising under or in connection with the Contract, shall be limited to the total charges paid for the relevant Goods under the relevant Contract.
    15.4. The terms implied by sections 13 to 15 of the Sale of Goods Act 1979, the terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 and all other warranties, conditions and other terms implied by statute or common law, are, to the fullest extent permitted by law, excluded from the Contract.
    15.5. This clause 15 shall survive termination of the Contract.
  1. FORCE MAJEURE
    16.1. MSDAH shall not be liable for any failure to observe, or breach of, any of the terms hereof by reason of acts of God, war, riots, acts of terrorism, civil commotions, strikes, lock-outs, trade disputes, fires, breakdowns, interruptions of transport, Government action, disease, pandemic or epidemic, delay in delivery by MSDAH’s suppliers, or any other cause whatsoever beyond its reasonable control. In such circumstances, except where the Goods are in transit, either MSDAH or the Customer may terminate the unperformed part of any Contract by notice in writing delivered to the other party within 14 days of MSDAH giving written notice to the Customer of the occurrence of such action or circumstance as makes MSDAH fail to observe or breach the terms hereof.
  1. TERMINATION AND SUSPENSION
    17.1. Without prejudice to any other rights or remedies MSDAH may have under these Conditions or otherwise, MSDAH may, at its discretion, terminate the Contract if:
    a) the Customer fails to make any payment by the due date or becomes bankrupt;
    b) the Customer passes a resolution for winding up or a court of competent jurisdiction makes an order that the Customer be wound up (in either case) otherwise than for the purpose of bona fide reconstruction or amalgamation;
    c) a receiver, trustee in bankruptcy, administrator, administrative receiver or similar officer is appointed over or in respect of the Customer’s undertaking, property or assets or any part thereof;
    d) the Customer makes or attempts to make any arrangement with or for the benefit of its creditors or is unable to pay its debts as they fall due; or
    e) the Customer ceases to carry on business, in which case MSDAH shall have the option to withhold or cancel further deliveries of Goods, provided that failure on MSDAH’s part to exercise this option in respect of one or more deliveries shall not affect MSDAH’s right to exercise it in respect of other deliveries.
    17.2. Termination of the Contract does not affect the accrued rights and liabilities of the parties or the enforceability of any provisions of the Contract or these Conditions that are intended to remain in force after its termination.
    17.3. On termination of the Contract for any reason, the Customer shall immediately pay to MSDAH all amounts outstanding under the Contract.
    17.4. Termination of the Contract, howsoever arising, shall not affect any of the parties’ rights, remedies, obligations and liabilities that have accrued as at termination.
    17.5. Without affecting any other right or remedy available to it, MSDAH may suspend the Services and/or all further deliveries of Goods under the Contract and/or any other contract between Customer and MSDAH if Customer fails to pay any amount due under the Contract on the due date for payment, Customer becomes subject to any of the events listed in clauses 13.1(b) to 13.1(d), or MSDAH reasonably believes that Customer is about to become subject to any of them.
    17.6. Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect.
  1. GENERAL PROVISIONS
    18.1. Licencing: In the event that any software is to be licensed to Customer by MSDAH, or any of its group companies, such licence terms shall be subject to separate written agreement between the relevant parties.
    18.2. Assignment and other dealings: The Customer shall not, without MSDAH’s prior written consent, assign or transfer or purport to assign or transfer the Contract or the benefit thereof to any other person whomsoever. These Conditions shall be binding upon, and shall insure to the benefit of, the parties and their respective successors and permitted assigns.
    18.3. Conflicts of interest: In its performance of the Contract the Customer shall adhere to the business practices that are in accordance with the letter and spirit of applicable laws (including, but not limited to, the UK Bribery Act 2010 and the US Foreign Corrupt Practices Act 1977), and ethical principles as follows:
    a) All transactions in connection with the Contract shall be accurately reflected in the Customer’s records, and no funds or other assets shall be paid directly or indirectly to government officials or persons acting on their behalf or to representatives of the other businesses for the purpose of influencing government decisions or actions with respect to Customer’s business;
    b) The Customer shall conduct its activities hereunder so as to avoid loss or embarrassment to MSDAH due to any real or apparent conflict of interest, and to require that all sub-contractors comply with such policy in connection with the Contract; and
    c) MSDAH shall have the right to terminate the Contract, without any penalty or obligation to pay damages, upon violation of the business practices mentioned in this Condition by the Customer, its employees, agents, representatives, sub-contractors or consultants.
    18.4. Data privacy and security: “Personal Information” shall mean any information or set of information that identifies, or is used by, or on behalf of, MSDAH to identify an individual. Each party shall comply with Data Protection Law in connection with its obligations under the Contract. For the purposes of this clause, “Data Protection Law” means any applicable data protection or privacy laws to which either party, as applicable, is subject in connection with the Contract.
    18.5. Notices: Any notice required to be served by either party on the other shall be served at the addresses set on the Customer’s purchase order or as otherwise notified by one party to the other. Notice shall be effective: (i) in the case of service by post, at the expiration of two business days after the day of un-returned posting; (ii) in the case of facsimile transmission at the normal close of business of the recipient on the day on which it is sent or (if received on a non-business day) on the close of business of the next following business day; or (iii) in the case of personal service, when it is delivered. No other form of notice (including e-mail) shall be effective as between the parties.
    18.6. Severance: If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
    18.7. Waiver: A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
    18.8. No partnership or agency: Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.
    18.9. Entire agreement: The Contract constitutes the entire agreement between the parties. Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misrepresentation based on any statement in the Contract.
    18.10. Third party rights: The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
    18.11. Variation: MSDAH may amend these Conditions from time to time, without notice. Except as set out in these Conditions, no variation to the Contract shall be effective unless agreed in writing and signed by the parties. MSDAH reserves the right to amend the information on its website if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Goods, Services or the Testing Services, and MSDAH shall notify Customer in such event.
    18.12. Governing law: 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), shall be governed by, and construed in accordance with the law of England and Wales.
    18.13. Jurisdiction: Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract or its subject matter or formation (including non-contractual disputes or claims).
    18.14. WEEE Regulations: Customer is responsible for payment of the carriage for return of any part obligated WEEE to MSDAH’s compliance scheme’s designated AATFs. Registration number: WEE/JD2623WT.
    18.15. Credit account: This clause 18.15 applies to the supply of Goods to Customers who are retailers, wholesalers or distributers. Customer may apply for a credit account by completing the relevant documentation on the MSDAH website or by contacting MSDAH. MSDAH shall decide, in its absolute discretion, whether to offer the Customer a credit facility, and the extent of any credit limit. MSDAH reserves the right to conduct a credit check to inform such decisions.