| 2 |
BASIS OF CONTRACT |
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| 2.1 |
The Order constitutes an offer by Customer to purchase Goods and/or Services in accordance with these Conditions. |
| 2.2 |
The Order shall be deemed to be accepted on the earlier of: (i) when Allflex issues written acceptance of the Order; (ii) any act by Allflex consistent with fulfilling the Order; or (iii) receipt of payment by Allflex for the Goods and/or Services, at which point and on which date the Contract shall come into existence. |
| 2.3 |
Any samples, drawings, descriptive matter or advertising issued by Allflex and any descriptions of the Goods or illustrations or descriptions of the Services contained in Allflex’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. |
| 2.4 |
These Conditions apply to the Contract to the exclusion of any other terms that Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. |
| 2.5 |
Any quotation given by Allflex shall not constitute an offer, and is only valid for a period of 30 days from its date of issue. |
| 2.6 |
All of these Conditions shall apply to the supply of both Goods and Services by Allflex except where application to one or the other is specified. Any reference to Allflex is to Allflex UK Group Limited, except where the relevant Goods and/or Services are provided by another Allflex company, in which case references to Allflex shall, in respect of those Goods and/or Services, be references to that Allflex group company. |
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| 3 |
GOODS |
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| 3.1 |
The Goods are described in Allflex’s catalogue on the Allflex website. |
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| 3.2 |
To the extent that Goods are manufactured in accordance with a Goods Specification supplied by Customer, Customer shall indemnify Allflex 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 Allflex arising out of or in connection with any claim made against Allflex for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with Allflex’s use of the Goods Specification supplied by Customer. This clause 3.2 shall survive termination of the Contract. |
| 3.3 |
Allflex reserves the right to amend the relevant Goods Specification if required by any applicable statutory or regulatory requirement, and Allflex shall notify Customer in any such event. |
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| 4 |
DELIVERY OF GOODS |
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| 4.1 |
Allflex 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 Allflex 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. |
| 4.2 |
Allflex shall deliver the Goods to the location set out in the Order or such other location as agreed between Allflex and Customer (Delivery Location). If Customer is not present at the Delivery Location when Allflex attempts to deliver the Goods, a card will be left providing Customer with further instructions on how to collect the Goods. |
| 4.3 |
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 Allflex or a third party collection depot, on receipt of the Goods by Customer at such depot or Allflex premises. |
| 4.4 |
Any dates quoted for delivery or consignment of the Goods are approximate only and will vary depending on the Goods ordered and the accuracy of information supplied by Customer. The time of delivery is not of the essence. Subject to clauses 4.5 and 12, Allflex’s liability for any delay in delivery of the Goods, or failure to deliver the Goods, shall be limited to the price paid or payable by Customer for delivery of the relevant Goods. |
| 4.5 |
Allflex 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 or caused by Customer’s failure to provide Allflex with adequate delivery instructions or any other instructions or information that are relevant to the supply of the Goods. |
| 4.6 |
Allflex may deliver the Goods by instalments, which shall be invoiced and paid for separately, although Customer shall only incur one delivery charge. Any delay in delivery or defect in an instalment shall not entitle Customer to cancel any other instalment. |
| 4.7 |
If the Goods are damaged or incomplete on receipt by Customer, Customer shall contact Allflex customer services department within 3 days of receipt of Goods advising so and request a returns number in order to return the Goods. Such Goods must be returned to Allflex at the Site within 1 week of such number being issued together with the information set out in clause 5.1. |
| 4.8 |
If Customer fails to accept delivery of the Goods within 3 Business Days of Allflex 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 Allflex’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 Allflex notified Customer that the Goods would be delivered and Allflex shall store the Goods until delivery takes place, and charge Customer for all related costs and expenses (including insurance). |
| 4.9 |
If 10 Business Days after Allflex notified Customer that the Goods would be delivered Customer has not accepted delivery of them, Allflex may resell or otherwise dispose of part or all of the Goods. |
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| 5 |
RETURN OF GOODS |
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| 5.1 |
If Customer orders Goods in error, Customer shall contact Allflex customer services department on 0845 600 8081 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 Allflex 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 Allflex, the relevant invoice number relating to the Goods and the reason for the return. |
| 5.2 |
Notwithstanding clause 5.1, a 20% handling charge (subject to a minimum charge of £10) will be payable to Allflex by Customer for those Goods that are returned and which comply with the warranties set out in clause 6.1. |
| 5.3 |
In the event that the Goods comprise of tags which are marked incorrectly by Allflex, such tags must be returned to Allflex at the Site and Allflex shall replace the tags, refunding the delivery costs incurred by Customer in returning the tags provided that the Customer uses the most economical postage method. |
| 5.4 |
Subject to Customer’s rights under clause 6, 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. |
| 5.5 |
Goods dispatched direct to a third party on instructions from a Customer are deemed to have passed through the Customer’s hands. |
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| 6.1 |
Allflex 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. |
| 6.2 |
Subject to clause 6.3, Allflex 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) Allflex is given a reasonable opportunity of examining such Goods; and (c) Customer (if asked to do so by Allflex) returns such Goods to Allflex’s place of business at Allflex’s cost. In the event that the Goods are returned to Allflex, they must be returned in their original packaging, be unused and unassembled. |
| 6.3 |
Allflex shall not be liable for the Goods’ failure to comply with the warranty in clause 6.1 if: (a) Customer makes any further use of such Goods after giving a notice in accordance with clause 6.2; (b) the defect arises because Customer failed to follow Allflex’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 Allflex website) or (if there are none) good trade practice; (c) Customer alters or repairs such Goods without the written consent of Allflex; (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. |
| 6.4 |
Except as provided in this clause 6, Allflex shall have no liability to Customer in respect of the Goods’ failure to comply with the warranty set out in clause 6.1. |
| 6.5 |
The terms of these Conditions shall apply to any repaired or replacement Goods supplied by Allflex. |
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| 6.6 |
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. Allflex shall have no liability whatsoever for use of such products other than by a suitably qualified person. |
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| 7 |
TITLE AND RISK |
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| 7.1 |
The risk in the Goods shall pass to Customer on completion of delivery. If Customer returns the Goods under clause 5, the risk in Goods during transit shall remain with Customer. Title to the Goods shall not pass to Customer until Allflex receives payment in full (in cash or cleared funds) for the Goods. |
| 7.2 |
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 Allflex’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 Allflex’s behalf from the date of delivery; (d) notify Allflex immediately if it becomes subject to any of the events listed in clause 13.1(b) to clause 13.1(d); and (e) give Allflex such information relating to the Goods as Allflex may require from time to time. |
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| 8 |
CUSTOMER’S OBLIGATIONS |
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| 8.1 |
Customer shall: (a) ensure that the terms of the Order are complete and accurate; (b) co-operate with Allflex in all matters relating to the Goods and Services; (c) provide Allflex with such information and materials as Allflex 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 Allflex. |
| 8.2 |
At all times, Customer shall comply with all applicable laws, statutes, regulations and codes from time to time in force including health and safety laws, the Modern Slavery Act 2015 and the Bribery Act 2010. |
| 8.3 |
If Allflex’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, Allflex 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 Allflex’s performance of any of its obligations; (b) Allflex shall not be liable for any costs or losses sustained or incurred by Customer arising directly or indirectly from Allflex’s failure or delay to perform any of its obligations as set out in this clause 8.3; and (c) Customer shall reimburse Allflex on written demand for any costs or losses sustained or incurred by Allflex arising directly or indirectly from Customer Default. |
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| 9 |
TESTING SERVICES |
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| 9.1 |
When Customer orders certain Goods from Allflex, 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 Allflex (Laboratory), as further described on the Allflex website. In such circumstances, Allflex 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. |
| 9.2 |
Allflex 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. |
| 9.3 |
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 Allflex website. Allflex 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. |
| 9.4 |
In relation to the reports delivered, Customer shall notify the Laboratory and Allflex, 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. |
| 9.5 |
Customer acknowledges that the above provisions of this clause 9 are reasonable and reflected in the price which would be higher without those provisions and Customer will accept such risk and/or insure accordingly. |
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| 10 |
CHARGES AND PAYMENT |
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| 10.1 |
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 Allflex website. |
| 10.2 |
Allflex 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 Allflex that is due to: (a) any factor beyond the control of Allflex (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 Allflex adequate or accurate information or instructions in respect of the Goods. |
| 10.3 |
Customer shall pay for the Goods and Services: (a) if Customer qualifies for a credit account, in accordance with clause 14.13; 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). |
| 10.4 |
All amounts payable by Customer under the Contract are exclusive of amounts in respect of value added tax (VAT) chargeable from time to time. |
| 10.5 |
Time for payment shall be of the essence of the Contract. If Customer fails to make a payment due to Allflex under the Contract by the due date, then, without limiting Allflex’s remedies under clause 13, 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 10.5 will accrue each day at 4% a year above the Barclays Bank PLC base rate from time to time. |
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| 11 |
CONFIDENTIALITY AND DATA PRIVACY |
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| 11.1 |
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 11.2. |
| 11.2 |
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 11; and (b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority. |
| 11.3 |
Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract. |
| 11.4 |
Allflex’s privacy policy is set out on its website. Customer shall contact Allflex 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 Allflex to opt-in to receive marketing information. |
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| 12 |
LIMITATION OF LIABILITY |
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| 12.1 |
Nothing in these Conditions shall limit or exclude either party’s liability for: (a) death or personal injury caused by its negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability which cannot be limited or excluded by applicable law. |
| 12.2 |
Subject to clause 12.1, Allflex shall not be liable to Customer, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract, howsoever caused, for: (a) loss of profit; (b) loss of business; (c) depletion of goodwill; (d) costs, expenses or other claims for consequential compensation; or (e) any indirect or consequential loss or damage. |
| 12.3 |
Subject to clause 12.1, Allflex’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. |
| 12.4 |
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. |
| 12.5 |
This clause 12 shall survive termination of the Contract. |
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| 13 |
TERMINATION AND SUSPENSION |
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| 13.1 |
Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if the other party: (a) commits a material breach of its obligations under the Contract and (if such breach is remediable) fails to remedy that breach within thirty (30) days after receipt of notice in writing to do so; (b) 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) suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or (d) financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy. |
| 13.2 |
Without affecting any other right or remedy available to it, Allflex may terminate the Contract with immediate effect by giving written notice to Customer if: (a) Customer fails to pay any amount due under the Contract on the due date for payment; or (b) there is a change of Control of Customer. |
| 13.3 |
Without affecting any other right or remedy available to it, Allflex may suspend the Services and/or all further deliveries of Goods under the Contract and/or any other contract between Customer and Allflex 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 Allflex reasonably believes that Customer is about to become subject to any of them. |
| 13.4 |
On termination of the Contract, Customer shall: (a) immediately pay to Allflex all of Allflex’s outstanding unpaid invoices and interest and, in respect of Services and Goods supplied but for which no invoice has been submitted, Allflex shall submit an invoice, which shall be payable by Customer immediately on receipt; and (b) return all of the Goods which have not been fully paid for. If Customer fails to do so, then Allflex may enter Customer’s premises and take possession of them. Until they have been returned, Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract. |
| 13.5 |
Termination or expiry of the Contract shall not affect any rights, remedies, obligations and liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry. |
| 13.6 |
Any provision of the Contract that expressly or by implication is intended to have effect after termination or expiry shall continue in full force and effect. |
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| 14 |
GENERAL |
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| 14.1 |
In the event that any software is to be licensed to Customer by Allflex, or any of its group companies, such licence terms shall be subject to separate written agreement between the relevant parties. |
| 14.2 |
Allflex may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract. Customer shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of Allflex. |
| 14.3 |
Any notice given to a party under or in connection with the Contract shall be in writing and delivered by pre-paid first-class post at its registered office (if a company) or its principal place of business; or sent by email to such email address as that party may have specified to the other party in writing. Any notice shall be deemed to have been received: if sent by pre-paid first-class post, at 9.00 am on the second Business Day after posting; or, if sent by email, at 9.00 am on the next Business Day after transmission. This clause does not apply to the service of any proceedings or other documents in a legal action or, if applicable, any other method of dispute resolution. |
| 14.4 |
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. |
| 14.5 |
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. |
| 14.6 |
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. |
| 14.7 |
The Contract constitutes the entire agreement between the parties in relation to the Goods and Services and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. 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. |
| 14.8 |
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. |
| 14.9 |
Allflex 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. Allflex 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 Allflex shall notify Customer in such event. |
| 14.1 |
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 events, circumstances or causes beyond its reasonable control. |
| 14.1 |
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 the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales 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. |
| 14.1 |
Customer is responsible for payment of the carriage for return of any part obligated WEEE to Allflex’s compliance scheme’s designated AATFs. Registration number: WEE/JD2623WT. |
| 14.1 |
This clause 14.13 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 Allflex website or by contacting Allflex by telephone, fax or email. Customer may apply for up to £30,000 30 day credit. Once Customer submits its application to Allflex, Allflex will conduct a credit check which Customer must pass to Allflex’s satisfaction prior to a credit account being set up. |
