Terms of service

6.1 For the steps you need to take to place an order on our site, please see our All Products page. 

6.2 Our order process allows you to check and amend any errors before submitting your order to us. Please take the time to read and check your order on each page of the order process. 

6.3 After you place an order, you will receive an email from us acknowledging that we have received your order. However, please note that this does not mean that your order has been accepted. Our acceptance of your order will take place as described in clause 6.4.

6.4 We will confirm our acceptance of your order by sending you an email that confirms the order and dispatch details. The Contract between us will only be formed when we send you the Order Confirmation. 

6.5 If we are unable to supply you with a Product, for example, because that Product is not in stock or no longer available or because of an error in the price on our site as referred to in clause 12.5, we will inform you of this by email, and we will not process your order. If you have already paid for the Products, we will refund you the full amount as soon as possible.

7. Our right to vary these terms 

7.1 We may revise these Terms from time to time in the following circumstances: 

(a) changes in how we accept payment from you; and 

(b) changes in relevant laws and regulatory requirements. 

7.2 Every time you order Products from us, the Terms in force at that time will apply to the Contract between you and us. 

7.3 Whenever we revise these Terms in accordance with this clause 8, we will keep you informed and give you notice of this by stating that these Terms have been amended and the relevant date at the top of this page. 

8. Your cancellation and refund rights if you are a consumer 

This clause only applies if you are a consumer. For Subscription Cancellations, please see Clause 8.11 below. 

8.1 If you are a consumer, you have a legal right to cancel a Contract under the Consumer Contracts (Information, Cancellation & Additional Charges) Regulations 2013, during the period set out below in clause 8.3. This means that during the relevant period, if you change your mind or for any other reason you decide you do not want to keep a Product, you can notify us of your decision to cancel the Contract and receive a refund. Advice about your legal right to cancel the Contract is available from your local Citizens' Advice Bureau or Trading Standards office. 

8.2 However, this cancellation right does not apply in the event that the tamper-evident seal is broken. 

8.3 You may cancel a Contract from the date you receive the Dispatch Confirmation, which is when the Contract between us is formed. If the Products have already been delivered to you, you have a period of 14 (fourteen) working days in which you may cancel, starting from the day you receive the Products. 

8.4 To cancel a Contract, you must contact us in writing by sending an email to care@hervibesupplements.co.uk. You may wish to keep a copy of your cancellation notification for your own records. 

8.5 You will receive a full refund of the price you paid for the Products. We will process the refund due to you as soon as possible and, in any case, within 30 calendar days of the day on which you gave us notice of cancellation as described in clause 8.5. If you returned the Products to us because they were faulty or mis-described, please see clause 8.6. 

8.6 If you have returned the Products to us under this clause 8 because they are faulty or mis-described, we will refund the price of a defective Product in full, any applicable delivery charges, and any reasonable costs you incur in returning the item to us. 

8.7 We refund you on the credit card or debit card used by you to pay. 

8.8 If the Products were delivered to you:  

(a) you must return the Products to us as soon as reasonably practicable; 

(b) unless the Products are faulty or not as described (in this case, see clause 8.6), you will be responsible for the cost of returning the Products to us 

(c) you have a legal obligation to keep the Products in your possession and to take reasonable care of the Products while they are in your possession. 

8.9 Details of your legal right to cancel and an explanation of how to exercise it are provided in the Dispatch Confirmation. 

8.10 As a consumer, you will always have legal rights in relation to Products that are faulty or not as described. These legal rights are not affected by the returns policy in this clause 8 or these Terms. Advice about your legal rights is available from your local Citizens' Advice Bureau or Trading Standards office. 

8.11 If you need to make any changes to your subscription, then you can log into your HerVibe account to pause deliveries, swap items and update your details at any time. With all subscription orders, as they ship automatically every 30 days, we require notice to cancel. You can edit or cancel orders right up to our cut-off time, which is 4pm GMT (Monday to Friday), the day before your order is dispatched. Once a subscription has been triggered, it passes for immediate dispatch. If your order has already been processed, then we will be unable to cancel the delivery or issue a refund. 

9. Delivery 

9.1 Your order will be fulfilled by the estimated delivery date set out in the Order Confirmation, unless there is an Event Outside Our Control. If we are unable to meet the estimated delivery date because of an Event Outside Our Control, we will contact you with a revised estimated delivery date. 

9.2 Delivery will be completed when we deliver the Products to the address you gave us. Delivery in the UK is routinely between 2-5 days or as stated in the Order Confirmation. 

9.3 If no one is available at your address to take delivery, a note will be left for you to arrange collection or re-delivery. 

9.4 The Products will be your responsibility from the completion of delivery. 

9.5 You own the Products once we have received payment in full, including all applicable delivery charges. 

Shipments are handled by Royal Mail. For tracked services, you can monitor your parcel’s progress and delivery attempts via the tracking link provided. Tracked deliveries include up to two delivery attempts before being sent to your local customer serve point. After a holding period of approx. 18 days items are returned to sender if not collected.  If your order remains undelivered for 20 days after dispatch it will be considered lost, and it is only at that point that we can issue replacements or refund. See Also: Our Returns Policy 

10. Price of products and delivery charges 

10.1 The prices of the Products will be as quoted on our site from time to time. We take all reasonable care to ensure that the prices of Products are correct at the time when the relevant information was entered onto the system. However, if we discover an error in the price of Product(s) you ordered, please see clause 10.5 for what happens in this event. 

10.2 Prices for our Products may change from time to time, but changes will not affect any order which we have confirmed with a Dispatch Confirmation. 

10.3 The price of a Product includes VAT (where applicable) at the applicable current rate chargeable in the UK for the time being. However, if the rate of VAT changes between the date of your order and the date of delivery, we will adjust the VAT you pay, unless you have already paid for the Products in full before the change in VAT takes effect. 

10.4 The price of a Product does not include delivery charges. Our delivery charges are as quoted on our site from time to time. To check relevant delivery charges, please refer to our Delivery Information page. 

10.5 It is always possible that, despite our reasonable efforts, some of the Products on our site may be incorrectly priced. We will normally check prices as part of our dispatch procedures so that: 

(a) where the Product's correct price is less than the price stated on our site, we will charge the lower amount when dispatching the Products to you. However, if the pricing error is obvious and unmistakable and could have reasonably been recognised by you as a mispricing, we do not have to provide the Products to you at the incorrect (lower) price; and 

(b) if the Product's correct price is higher than the price stated on our site, we will contact you in writing as soon as possible to inform you of this error and we will give you the option of continuing to purchase the Product at the correct price or cancelling your order. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing. 

11. How to pay 

11.1 You can only pay for Products using a debit card or credit card. All available payment methods will be displayed on the Checkout Page 

11.2 Payment for the Products and all applicable delivery charges is in advance. 

12. Our warranty for the Products and disclaimer 

12.1 We warrant that the Products will correspond with the order at the time of the Dispatch Confirmation and shall be free from material defects on delivery. However, this warranty does not apply in the circumstances described in clause 12.2. 

12.2 The warranty in clause 12.1 does not apply to any defect in the Products arising from wilful damage, abnormal storage or working conditions, accident, negligence by you or any third party or if you fail to use the Products in accordance with the user instructions. 

12.3 Whilst we use reasonable efforts to include accurate and up to date information on this site, we make no warranty or representation with regard to the accuracy or reliability of such information or material linked to or from the site and, to the fullest extent permissible by law, we expressly disclaim any liability in respect of the same. We do not monitor the content not produced by us, and any views expressed by third parties on this site or on any sites linked hereto are not necessarily representative of our views. 

12.4 For the avoidance of doubt, the information provided on this site is for information only and it does not constitute medical advice. If in doubt before using any of the food supplements, you should seek medical advice from your doctor. Food supplements by their very nature and description should be taken in conjunction with, and not as a substitute for, a healthy lifestyle and balanced diet. 

12.5 The Products are sold as food supplements and are not sold for any particular purpose 12.6 Unless otherwise stated on the packaging, all HerVibe Ltd products are formulated, packed, labelled, and sold as “Food Supplement” products compliant with the relevant aspects of current UK Food, and Food Supplement, Legislation.  Customers wishing to purchase products from HerVibe Ltd (whether by telephone or via website) for delivery into Countries and States outside the UK should satisfy themselves that the products, any health or nutritional claims the products concerned may carry, any ingredients they may contain, and the levels at which any ingredients and nutrients are present, comply with the relevant regulations and legislation in the country to which the products are to be shipped. HerVibe Ltd cannot be held responsible for any delays, any inconvenience, or for any non-delivery, that may arise if the products are held, whether temporarily, or permanently, at point of entry into any other Country or State outside the UK. Likewise, HerVibe Ltd cannot not be held liable for any additional costs, or losses, arising from any such delays or non-delivery, nor be held liable for any local import duties, taxes, or other incidental charges or fees, that may be imposed upon any products on entry into any Country or State outside the UK. 

12.7 Shelf-life/Durability and Best Before dates of HerVibe products are based on storage of the product under the recommended storage conditions as stated on product labels, under UK ambient climatic conditions. Many nutrients are highly susceptible to degradation under conditions of elevated temperatures and/or elevated humidity, and HerVibe Ltd cannot be held liable for any deterioration of products, whether physical, chemical or microbiological, due to storage or use under climatic or environmental conditions outside the UK. HerVibe Ltd cannot not be held liable for any losses, illness, or injury, arising from any such degradation of a product where the country in which the product is being stored or used does not share the same Köppen system climatic zone classification (i.e. ‘Temperate’) as the UK .  

13. Our liability if you are a business 

13.1 These terms do not apply to you. You need to refer to our business terms and conditions, a copy of which can be seen below.

14. Our liability if you are a consumer 

This clause 14 only applies if you are a consumer. 

14.1 If we fail to comply with these Terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breach of these Terms or our negligence, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if they were an obvious consequence of our breach or if they were contemplated by you and us at the time we entered into the Contract. 

14.2 We only supply the Products for domestic and private use. You agree not to use the product for any commercial, business or re-sale purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity. 

14.3 We do not in any way exclude or limit our liability for: 

(a) death or personal injury caused by our negligence; 

(b) fraud or fraudulent misrepresentation; 

(c) any breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); 

(d) any breach of the terms implied by section 13 to 15 of the Sale of Goods Act 1979 (description, satisfactory quality, fitness for purpose and samples); and 

(e) defective products under the Consumer Protection Act 1987. 

15. Events outside our control 

15.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a Contract that is caused by an Event Outside Our Control. An Event Outside Our Control is defined below in clause 15.2. 

15.2 An Event Outside Our Control means any act or event beyond our reasonable control, including without limitation strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks or impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport. 

15.3 If an Event Outside Our Control takes place that affects the performance of our obligations under a Contract 

(a) we will contact you as soon as reasonably possible to notify you; and 

(b) our obligations under a Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects our delivery of Products to you, we will arrange a new delivery date with you after the Event Outside Our Control is over. 

16. Communications between us 

16.1 When we refer, in these Terms, to "in writing", this will include email. 

16.2 If you wish to contact us in writing, or if any clause in these Terms requires you to give us notice in writing, you can send this to us by e-mail or by pre-paid post to HerVibe Ltd, Manor Farm, Fitz. Shrewsbury SY4 3AS. We will confirm receipt of this by contacting you in writing, normally by e-mail. If you are a consumer and exercising your right to cancel under clause 8, please see that clause 8 for how to tell us this. 

16.3 If we have to contact you or give you notice in writing, we will do so by e-mail or by pre-paid post to the address you provide to us in your order. 

16.4 If you are a business customer, these terms do not apply to you. You need to refer to our business terms and conditions, a copy of which can be seen here. 

17. Other important terms 

17.1 We may transfer our rights and obligations under a Contract to another organisation, but this will not affect your rights or our obligations under these Terms. We will always notify you in writing or by posting on this webpage if this happens.17.2 You may only transfer your rights or your obligations under these Terms to another person if we agree in writing. 
 
17.3 This contract is between you and us. No other person shall have any rights to enforce any of its terms, whether under the Contracts (Rights of Third Parties Act) 1999 or otherwise. 
 
17.4 Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining paragraphs will remain in full force and effect. 
 
17.5 If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you. 
 
17.6 If you are a consumer, please note that these Terms are governed by English law. This means a Contract for the purchase of Products through our site and any dispute or claim arising out of or in connection with it will be governed by English law. You and we both agree to that the courts of England and Wales will have non-exclusive jurisdiction. 
 
17.7 If you are a business customer, these terms do not apply to you. You need to refer to our business terms and conditions, a copy of which can be seen here. 

Promotions 

From time to time, we may make available promotional offers on the Website and in such cases specific terms and conditions will apply. Such offers may be time-limited and orders may not qualify if they have not been fully processed by you within the stated time period. Promotions where you are eligible for a free item or discount code (e.g. buy one get one free), only apply to qualifying items displaying the offer message on their product information pages, and unless the promotions indicate otherwise, apply to the lowest-priced qualifying item. Offers may not be combined with other promotions, offers and voucher codes unless otherwise specifically stated. We reserve the right to amend or terminate a promotion at any time without notice. 

Relationship with Shopify 

Business Customer Terms and Conditions

1. Interpretations 

1.1 Definitions 

Business Day: A day (other than a Saturday, Sunday or public holiday) when banks in England are open for business. Conditions: these terms and conditions. 

Contract: the contract between the Supplier and the Customer for the sale and purchase of the Products in accordance with these Conditions. 

Customer: the person or firm who purchases the Products from the Supplier. 

Force Majeure Event: an event or circumstance beyond a party's reasonable control.  

Order: the Customer's order for the Products, as set out in whatever written form confirming such order and which shall have been agreed and accepted by the Supplier (acting in its sole discretion). 

Products the products (or any part of them) set out in the Order. 

Specification: any specification for the Products that is agreed in writing by the Customer and the Supplier. 

Supplier: HerVibe Ltd (registered in England and Wales with company number 16502372). 

1.2 Interpretation:  

(a) A reference to a statute 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; 

(b) 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; and 

(c) A reference to writing or written includes faxes and emails. 

2. Basis of Contract  

2.1  These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. In the event of any conflict between these Conditions and any other terms agreed between the Supplier and Customer these Conditions shall prevail save unless otherwise agreed in writing by the Supplier. 

2.2  The Order shall only be deemed to be accepted when the Supplier issues a written acceptance of the Order, at which point the Contract shall come into existence. The Supplier shall be under no obligation whatsoever to accept an Order or contract or otherwise transact with Customer. 

2.3  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 the Supplier including, for the avoidance of doubt, the information included in any of the Supplier's catalogues or other materials, which is not set out in the Contract. 

2.4  Any samples, drawings or advertising produced by the Supplier and any illustrations contained on the Supplier's website or in the Supplier's catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Products referred to in them. They shall not form part of the Contract nor have any contractual force. 

2.5  The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions. 

2.6  A quotation for any Products and/or services given by the Supplier is not binding or capable of acceptance and shall not constitute an offer and nor shall any previous dealings between the parties constitute any agreement or other arrangement that a contractual relationship exists between the parties. 

3. Products 

3.1  The Products shall be as described in the Specification. 

3.2  The Supplier reserves the right to alter the Specification if required to do so by any applicable statutory or regulatory requirements. The Supplier shall inform the Customer of any such alteration that may be required. 

4. Delivery  

4.1  The Supplier shall ensure that each delivery of Products is accompanied by a delivery note that shows the date of the Order, invoice number, Customer and Supplier reference numbers (if applicable), the type and quantity of the Products (including their code number, where applicable), special storage instructions (if any) and, if the Products are being delivered by instalments, the outstanding balance of Products remaining to be delivered. 

4.2  The Supplier strives to deliver Products with a minimum of 12 months' shelf life. The Supplier must be notified within 7 days of delivery of an Order if the Customer has concerns that the shelf life of any Product delivered is less than 12 months on delivery. 

4.3  The Supplier will not accept returns of, or provide credit in respect of, Products delivered to the Customer with a shelf life of 12 months or more which subsequently fall below this threshold. It is the responsibility of the Supplier to manage its own stock/inventory accordingly. 

4.4  The Supplier shall deliver the Products to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after the Supplier notifies the Customer that the Products are ready. 

4.5  Delivery is completed on delivery of the Products at the Delivery Location. 

4.6  Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Products that is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Products. 

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

4.8  The Supplier may deliver the Products by instalments, which shall be invoiced and paid for separately. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment. 

5. Returns 

If the Customer wishes to return Products due to an immediately evident fault (e.g. missing labels/batch number), it must notify the Supplier within 7 days of delivery. When returning Products, they must be packaged to the same standards with which they arrived. 

6. Quality 

6.1  The Supplier warrants that on delivery, and for a period of 12 months from the date of delivery (warranty period), the Products shall: 

(a)   conform in all material respects with the Specification; and 

(b)   be fit for any purpose held out by the Supplier. 

Subject to Conditions 5 and 6.3, if: 

(a)   the Customer gives notice in writing to the Supplier during the warranty period within a reasonable time of discovery that some or all of the Products do not comply with the warranty set out in Condition 6.1; 

(b)   the Supplier is given a reasonable opportunity of examining such Products; and 

(c)   the Customer (if asked to do so by the Supplier) returns such Products to the Supplier's place of business at the Supplier's cost, the Supplier shall, at its option, replace the defective Products, or refund the price of the defective Products in full. 

6.3 The Supplier shall not be liable for the Products' failure to comply with the warranty set out in Condition 6.1 in any of the following events: 

(a)   the Customer makes any further use of such Products after giving notice in accordance with Condition 6.2; 

(b)   the defect arises because the Customer failed to follow the Supplier's oral or written instructions as to the storage, use and maintenance of the Products; 

(c)   the Customer alters the Products in any way; 

(d)   the defect arises as a result of wilful damage, negligence or abnormal storage conditions; or 

(e)   the Products differ from the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements. 

6.4  Except as provided in this Condition 6, the Supplier shall have no liability to the Customer in respect of the Products' failure to comply with the warranty set out in Condition 6.1. 

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

6.6  These Conditions shall apply to any replacement Products supplied by the Supplier. 

7. Title and risk 

7.1 The risk in the Products shall pass to the Customer on completion of delivery. 

7.2 Title to the Products shall not pass to the Customer until the earlier of: 

(a)    the Supplier receives payment in full (in cash or cleared funds) for the Products and any other goods or services that the Supplier has supplied or provided to the Customer in respect of which payment has become due; or 

(b)   the Customer resells the Products, in which case title to the Products shall pass to the Customer at the time specified in Condition 7.1. 

7.3 Until title to the Products has passed to the Customer, the Customer shall: 

(a)   store the Products separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier's property; 

(b)   not remove, deface or obscure any identifying mark or packaging on or relating to the Products; 

(c)   maintain the Products in satisfactory condition and keep them insured against all risks for their full price from the date of delivery; 

(d)   notify the Supplier immediately if it becomes subject to any of the events listed in Condition 9.1; and 

(e)   give the Supplier such information relating to the Products as the Supplier may require from time to time. 

7.4 If before title to the Products passes to the Customer the Customer becomes subject to any of the events listed in Condition 9.1, then, without limiting any other right or remedy the Supplier may have: 

(a)   the Customer's right to resell the Products or use them in the ordinary course of its business ceases immediately; and 

(b)   the Supplier may at any time: 

(i)   require the Customer to deliver up all Products in its possession that have not been resold; and 

(ii)   if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Products are stored in order to recover them 

8. Price and payment 

8.1 The price of the Products shall be the price set out in the Order, or, if no price is quoted, the price set out in the Supplier's published price list in force as at the date of delivery. 

8.2 The Supplier may, by giving reasonable notice to the Customer at any time before delivery, increase the price of the Products to reflect any increase in the cost of the Products that is due to: 

(a)   any factor beyond the Supplier's control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs); 

(b)   any request by the Customer to change the delivery date(s), quantities or types of Products ordered, or the Specification; or 

(c)   any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate or accurate information or instructions. 

8.3 The price of the Products: 

(a)   excludes amounts in respect of VAT, which the Customer shall additionally be liable to pay to the Supplier at the prevailing rate (if applicable), subject to the receipt of a valid VAT invoice; and 

(b)   excludes the costs and charges of packaging, insurance and transport of the Products, which shall be invoiced to the Customer. 

8.4 Save unless otherwise agreed in writing between the Supplier and the Customer, the Supplier may invoice the Customer for the Products on or at any time after the completion of delivery. 

8.5 The Customer shall pay the invoice in full and cleared funds before orders are shipped, save unless otherwise agreed in writing between the parties. Payment shall be made to the bank account nominated in writing by the Supplier. Time of payment is of the essence to avoid delivery delays. 

8.6 Save as otherwise provided for in Condition 8.5, if the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 4% per annum above Barclays Bank plc's base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount. 

8.7 The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Supplier may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer. 

9. Termination  

9.1 Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if: 

(a)   the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 21 days; 

(b)   the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; 

(c)   the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or 

(d)   the Customer's financial position deteriorates to such an extent that in the Supplier's reasonable opinion the Customer's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy. 

9.2  Without limiting its other rights or remedies, the Supplier may suspend provision of the Products under the Contract or any other contract between the Customer and the Supplier if the Customer becomes subject to any of the events listed in Conditions 9.1(a) through 9.1(d), or the Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under the Contract on the due date for payment. 

9.3  Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment. 

9.4  On termination of the Contract for any reason the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest. 

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

9.6  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. 

10. Limitation of Liability 

10.1  Nothing in these Conditions shall limit or exclude the Supplier's liability for:  

(a)   death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable); 

(b)   fraud or fraudulent misrepresentation; 

(c)   breach of the terms implied by section 12 of the Sale of Products Act 1979; or 

(d)   defective products under the Consumer Protection Act 1987. 

10.2  Subject to Condition 10.1: 

(a)   the Supplier shall under no circumstances whatsoever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and 

(b)   the Supplier's total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price paid by the Customer for those Products for which any such liability has arisen. 

11. Force majeure 

Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from a Force Majeure Event. If the period of delay or non-performance continues for four weeks, the party not affected may terminate the Contract by giving no less than 30 days' written notice to the affected party. 

12. General 

12.1  Assignment and other dealings 

(a)   The Supplier may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract. 

(b)   The Customer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Supplier. 

12.2  Entire agreement 

(a)   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. 

(b)   Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Conditions. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in these Conditions. 

12.3  Variation. No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives). 

12.4  Waiver. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not: 

(a)   waive that or any other right or remedy; nor 

(b)   prevent or restrict the further exercise of that or any other right or remedy. 

12.5  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 Condition shall not affect the validity and enforceability of the rest of the Contract. 

12.6  Notices. 

(a)   Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this Condition, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, or fax or email. 

(b)   A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in Condition 12.6(a); if sent by pre-paid first class post or other next working day delivery service, at 9.00 a.m. on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by fax or email, one Business Day after transmission. 

(c)   The provisions of this Condition shall not apply to the service of any proceedings or other documents in any legal action. 

12.7  Third party rights. No one other than a party to the Contract shall have any right to enforce any of its terms. 

12.8  Governing la. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with English law. 

12.9 Jurisdiction. Each party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.