Version dated 1 October 2026

These Terms and Conditions of Purchase (the "Conditions") govern the purchase of goods and raw materials by Frozen Brothers Manufacturing Limited from its suppliers. They are issued with, and incorporated into, each purchase order placed by Frozen Brothers Manufacturing Limited. By acknowledging, accepting or fulfilling a purchase order, the Supplier agrees to be bound by these Conditions to the exclusion of all other terms.

1. Parties, Scope and Incorporation

1.1. These Conditions apply to and govern all purchases of Goods by Frozen Brothers Manufacturing Limited, a private limited company incorporated in England and Wales with company number 11041815 whose registered office is at C/O Frozen Brothers Ltd, Coronation Road, Cressex Business Park, High Wycombe, HP12 3TA, England (the "Buyer"), from the supplier identified in the relevant Order (the "Supplier").

1.2. Each Order placed by the Buyer is an offer by the Buyer to purchase Goods on these Conditions. No Contract shall come into existence until the Supplier accepts the Order in accordance with Clause 3.

1.3. These Conditions apply to the Contract to the exclusion of any other terms that the Supplier seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. Without limitation, any terms endorsed on, delivered with, or contained in the Supplier's quotation, acknowledgement, invoice, delivery note, catalogue or similar document SHALL NOT form part of the Contract, and the Supplier waives any right it might otherwise have to rely on such terms.

1.4. No acknowledgement, acceptance, delivery of Goods or other act or omission by the Buyer (other than the express written agreement of the Buyer) shall constitute acceptance of any terms put forward by the Supplier. These Conditions prevail over any inconsistent terms or conditions contained in or referred to in any communication from the Supplier.

1.5. Each Order incorporates these Conditions together with any specification, quality requirement or other document expressly referred to in that Order. In the event of conflict, the terms of the Order and any specification shall prevail over the body of these Conditions to the extent of the conflict, save that nothing shall operate to dilute any warranty, indemnity or remedy in the Buyer's favour.

2. Definitions and Interpretation

2.1. In these Conditions, the following definitions apply:

"Applicable Laws" means all laws, statutes, regulations, codes, guidance and standards from time to time in force and applicable to the Supplier, the Goods, their manufacture, supply or sale, including all applicable food-safety, product-safety, labelling, environmental, anti-bribery, modern slavery and data-protection laws.

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

"Buyer" has the meaning given in Clause 1.1.

"Conditions" means these terms and conditions of purchase as amended from time to time in accordance with Clause 24.

"Contract" means the contract between the Buyer and the Supplier for the supply of Goods comprising the Order and these Conditions.

"Deliver" means delivery of the Goods, in full and otherwise in accordance with the Contract, to the Delivery Location, and "Delivery" and "Delivered" are construed accordingly.

"Delivery Date" means the date for Delivery of the Goods specified in the Order.

"Delivery Location" means the address for delivery specified in the Order or otherwise notified by the Buyer in writing.

"Food Safety Laws" means the Food Safety Act 1990, the General Food Regulations 2004, the Food Safety and Hygiene (England) Regulations 2013, Regulation (EC) No 178/2002 as retained in UK law, and all other laws, regulations and standards applicable to food and drink ingredients, their safety, hygiene, composition, labelling and traceability.

"Goods" means the goods, raw materials, ingredients, products, packaging or other items described in the Order to be supplied by the Supplier to the Buyer under the Contract.

"Group" means, in relation to a company, that company, any subsidiary or holding company of it, and any subsidiary of any such holding company, from time to time.

"Intellectual Property Rights" means patents, utility models, rights to inventions, copyright and neighbouring and related rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use and protect the confidentiality of confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights, and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

"Order" means the Buyer's purchase order for the supply of Goods, including any document or specification expressly referred to in it.

"Price" means the price for the Goods as set out in the Order.

"Specification" means any specification, drawing, sample, description, quality standard or other requirement for the Goods that is provided by the Buyer to the Supplier, agreed between the parties, or expressly referred to in the Order.

"Supplier" has the meaning given in Clause 1.1.

2.2. In these Conditions, unless the context otherwise requires: (a) a reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time, and includes all subordinate legislation made under it; (b) words in the singular include the plural and vice versa; (c) a reference to "writing" or "written" includes email; (d) any words following the terms "including", "include", "in particular", "for example" or any similar expression are illustrative and do not limit the sense of the words preceding those terms; and (e) a reference to a Clause is to a clause of these Conditions.

2.3. The headings in these Conditions are for convenience only and do not affect their interpretation.

3. Orders and Order Mechanics

3.1. Each Order is placed by the Buyer on these Conditions and is only binding once accepted by the Supplier. The Supplier is deemed to have accepted an Order on the earlier of: (a) the Supplier issuing a written acceptance or acknowledgement of the Order; and (b) the Supplier doing any act consistent with fulfilling the Order, including commencing manufacture of, or despatching, the Goods.

3.2. No Order is binding on the Buyer unless it is placed on these Conditions. The Buyer is not bound by, and shall have no liability in respect of, any purported order, forecast, estimate or indication of requirements that is not an Order placed in accordance with these Conditions.

3.3. The Buyer may cancel or amend an Order in whole or in part at any time before despatch of the Goods by written notice to the Supplier. On receipt of such notice, the Supplier shall comply with it and shall take all steps to mitigate any loss. The Buyer's sole liability on a cancellation under this Clause 3.3 shall be to pay the Price for any Goods already Delivered and accepted, and the reasonable, properly documented and unavoidable costs directly incurred by the Supplier in respect of work in progress to the date of cancellation, provided that the Buyer shall have no liability for loss of profit, loss of anticipated savings or any indirect or consequential loss.

3.4. The Supplier shall not be entitled to make any variation to the Goods, the Specification, the quantity, the Delivery Date or the Delivery Location without the prior written agreement of the Buyer.

4. Price and Price Controls

4.1. The Price for the Goods is the price set out in the Order and is fixed for the duration of that Order.

4.2. Unless otherwise stated in the Order, the Price: (a) is exclusive of value added tax (which the Buyer shall pay at the prevailing rate on receipt of a valid VAT invoice);

and (b) is inclusive of all costs of packaging, insurance, carriage and delivery of the Goods to the Delivery Location, and all duties, imposts and levies other than VAT.

4.3. No increase to the Price shall apply unless it has been agreed in advance in writing by an authorised representative of the Buyer. The Supplier shall not be entitled to increase the Price, impose any surcharge, or pass on any increase in its costs (including any increase in the cost of raw materials, labour, energy, transport or exchange-rate movements) in respect of any Order already placed.

4.4. The Supplier warrants that the Price is no less favourable than prices charged by the Supplier to any other customer for goods of the same or substantially similar description and quantity.

5. Delivery

5.1. The Supplier shall Deliver the Goods on the Delivery Date, in full and in the quantity ordered, to the Delivery Location, during the Buyer's normal business hours or as otherwise directed by the Buyer.

5.2. Time of delivery is of the essence. Delivery on time and in full (OTIF) is a fundamental requirement of each Contract.

5.3. The Supplier shall ensure that each Delivery is accompanied by a delivery note that shows the Order number, the date of the Order, the type and quantity of Goods, any applicable batch or lot numbers, and any special storage, handling or use-by information.

5.4. If the Goods are not Delivered on the Delivery Date, the Buyer may, without limiting its other rights or remedies, exercise one or more of the following remedies: (a) terminate the Contract in whole or in part; (b) refuse to accept any subsequent attempted delivery of the Goods; (c) obtain substitute goods from another supplier and recover from the Supplier the costs reasonably incurred by the Buyer in obtaining such substitute goods; and (d) claim damages for any additional costs, loss or expenses incurred by the Buyer that are in any way attributable to the Supplier's failure to Deliver on the Delivery Date.

5.5. If the Supplier Delivers less than the quantity ordered, the Buyer may reject the Goods. If the Supplier Delivers more than the quantity ordered, the Buyer may at its sole discretion reject the Goods or the excess Goods, and any rejected Goods shall be returnable at the Supplier's risk and expense. Delivery of the correct quantity is not waived by acceptance of any under-delivery or over-delivery.

5.6. The Supplier shall not Deliver the Goods in instalments without the Buyer's prior written consent. Where Goods are Delivered in instalments, the Contract shall be treated as a single contract and not severable, and a defect in or failure to Deliver any instalment shall entitle the Buyer to treat the whole Contract as repudiated.

6. Quality and Food Safety

6.1. The Supplier warrants that the Goods shall, on Delivery and for their shelf life or any other period specified in the Order or Specification: (a) conform in all respects with the Specification and with any sample provided or approved by the Buyer; (b) be of satisfactory quality within the meaning of the Sale of Goods Act 1979; (c) be fit for any purpose held out by the Supplier or made known to the Supplier by the Buyer, including use as an ingredient or raw material in the manufacture of food and drink products; (d) be free from defects in design, materials and workmanship; and (e) comply with all Applicable Laws, including all Food Safety Laws.

6.2. The Supplier warrants that the Goods shall be wholesome, safe for human consumption, free from any contaminant, foreign body, pathogen, adulterant, allergen (other than any allergen expressly declared in the Specification) or other substance that renders them unsafe, non-compliant or unfit for use in the manufacture of food and drink products.

6.3. The Supplier shall, in respect of the Goods and their manufacture, storage, handling and transport: (a) operate and maintain a documented food-safety management system based on Hazard Analysis and Critical Control Point (HACCP) principles; (b) hold and maintain all certifications, approvals, registrations and licences required under Applicable Laws and reasonably required by the Buyer, including, where applicable, certification to a recognised food-safety standard (such as a GFSI-benchmarked scheme); and (c) provide evidence of such systems, certifications and compliance to the Buyer promptly on request.

6.4. The Supplier shall permit the Buyer, its representatives and any relevant regulatory authority, on reasonable notice, to audit and inspect the Supplier's premises, processes, records and any sub-contractor or supplier involved in the production or supply of the Goods, for the purpose of verifying compliance with this Clause 6 and the Contract.

6.5. The Supplier shall notify the Buyer immediately on becoming aware of any matter that may affect the safety, quality, legality or compliance of the Goods, including any actual or suspected contamination, recall, withdrawal, regulatory action or non-conformance.

7. Inspection, Testing and Rejection

7.1. The Goods shall be subject to inspection, testing and acceptance by the Buyer. The Buyer may inspect and test the Goods at any time before, during or after manufacture and within a reasonable time after Delivery.

7.2. Acceptance of the Goods shall not be deemed to have taken place until the Buyer has had a reasonable time to inspect and test the Goods following Delivery, or, in the case of a latent defect, until a reasonable time after the defect becomes apparent.

7.3. If the Goods (or any part of them) do not comply with the Contract, or the Supplier fails to comply with any of its obligations under the Contract, the Buyer may, without limiting its other rights or remedies, and whether or not it has accepted the Goods, exercise one or more of the following remedies: (a) reject the Goods (in whole or in part) and require the Supplier to collect them at the Supplier's risk and expense; (b) require the Supplier, at the Buyer's option, to repair or replace the rejected Goods, or to supply replacement Goods, within such period as the Buyer specifies; (c) refuse to accept any subsequent attempted delivery of Goods that do not conform with the Contract; (d) obtain a refund from the Supplier of the Price paid for the rejected Goods, together with the cost of any carriage, storage, testing or disposal; and (e) claim damages for any additional costs, loss or expenses incurred by the Buyer arising from the Supplier's breach.

7.4. The Buyer's rights under this Clause 7 are in addition to, and not in substitution for, the rights and remedies implied by statute and common law. No inspection, testing, acceptance, payment or signing of a delivery note by the Buyer shall be construed as a waiver of any of the Buyer's rights or as acceptance that the Goods comply with the Contract.

8. Title and Risk

8.1. Risk in the Goods shall not pass to the Buyer until the Goods have been Delivered and accepted in accordance with the Contract.

8.2. Title to the Goods shall pass to the Buyer on the earlier of: (a) Delivery and acceptance of the Goods; and (b) the time at which the Buyer makes any payment for the Goods.

8.3. Where the Buyer makes payment for Goods in advance of Delivery, title to those Goods shall pass to the Buyer on payment, but risk shall remain with the Supplier until Delivery and acceptance.

8.4. No retention of title, lien or other right in the Goods asserted by or in favour of the Supplier shall survive the passing of title to the Buyer under this Clause 8, and any purported retention of title by the Supplier that is inconsistent with this Clause 8 shall be of no effect.

9. Traceability and Product Recall

9.1. The Supplier shall maintain a full and effective traceability system that enables the Supplier to identify and trace, by batch or lot, the source of all materials and ingredients used in the Goods and the onward supply of the Goods, in accordance with Applicable Laws and good industry practice.

9.2. The Supplier shall retain traceability records for the period required by Applicable Laws or, if longer, for the shelf life of the Goods plus twelve months, and shall make such records available to the Buyer promptly on request.

9.3. In the event of any actual or threatened recall, withdrawal or regulatory action in respect of the Goods or any product incorporating the Goods, the Supplier shall co-operate fully with the Buyer and provide all assistance, information and records reasonably required by the Buyer, at the Supplier's cost where the recall, withdrawal or action arises from the Supplier's breach.

9.4. The Supplier shall not initiate any recall or withdrawal of the Goods without first consulting the Buyer, except where required to do so immediately by Applicable Laws or a regulatory authority, in which case it shall notify the Buyer as soon as reasonably practicable.

10. Supplier Warranties

10.1. The Supplier warrants and represents to the Buyer that, in addition to the warranties in Clause 6: (a) the Goods conform with the Specification and with any sample; (b) the Goods are of satisfactory quality and fit for purpose; (c) the Goods comply with all Applicable Laws; (d) it has full right, title and authority to supply the Goods and to grant the Buyer good title to them, free from any encumbrance, lien or charge; (e) the sale, supply or use of the Goods will not infringe the Intellectual Property Rights or other rights of any third party; and (f) it has and shall maintain all consents, licences, permits and approvals necessary for the manufacture and supply of the Goods.

10.2. All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, in addition to the terms of the Contract and the warranties given by the Supplier.

10.3. The warranties in the Contract shall survive acceptance of, and payment for, the Goods.

11. Indemnity

11.1. The Supplier shall indemnify, and keep indemnified, the Buyer and each member of the Buyer's Group in full 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 and other professional costs and expenses) suffered or incurred by the Buyer or any member of its Group arising out of or in connection with: (a) any defect in the Goods or any breach of the warranties in Clauses 6 and 10; (b) any breach of the Contract or of Applicable Laws by the Supplier; (c) any claim that the Goods, or their manufacture, supply or use, infringe the Intellectual Property Rights or other rights of any third party; (d) any claim made against the Buyer or any member of its Group by a third party for death, personal injury, illness or damage to property arising out of or in connection with the Goods, including any product-liability claim; and (e) any recall, withdrawal, destruction, disposal or regulatory action in respect of the Goods or any product incorporating them that arises from the Supplier's breach, including the Buyer's costs of investigating, managing and implementing the recall or withdrawal.

11.2. This indemnity shall apply whether or not the Buyer has been negligent or at fault, except to the extent that the relevant liability arises directly from the Buyer's own negligence.

11.3. The indemnities in this Clause 11 are in addition to, and not in substitution for, any other right or remedy available to the Buyer.

12. Insurance

12.1. During the term of the Contract and for a period of six years afterwards, the Supplier shall maintain in force, with a reputable insurer, insurance cover of a type and at a level that is adequate having regard to the nature of the Goods and the Supplier's obligations and potential liabilities under the Contract, including product-liability and public-liability insurance.

12.2. The Supplier shall, on the Buyer's request, produce to the Buyer evidence of its insurance cover, the premium payment and the terms of the policies, and shall not do or omit to do anything that would render any such insurance void or voidable.

13. Anti-Bribery, Modern Slavery and Ethical Sourcing

13.1. The Supplier shall: (a) comply with all Applicable Laws relating to anti-bribery and anti-corruption, including the Bribery Act 2010; (b) not engage in any activity, practice or conduct that would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010; and (c) maintain in place adequate policies and procedures to ensure compliance and enforce them where appropriate.

13.2. The Supplier shall comply with all Applicable Laws relating to modern slavery and human trafficking, including the Modern Slavery Act 2015, and warrants that neither it nor any of its officers, employees, sub-contractors or supply chain uses or benefits from slavery, servitude

13.3. The Supplier shall source and supply the Goods responsibly and ethically, having regard to fair labour conditions, health and safety, animal welfare (where relevant) and environmental standards, and shall, on the Buyer's request, provide information reasonably required by the Buyer to verify compliance with this Clause 13.

13.4. Any breach of this Clause 13 shall be deemed a material breach of the Contract that is not capable of remedy, entitling the Buyer to terminate the Contract with immediate effect under Clause 16.

14. Confidentiality

14.1. Each party shall keep confidential all information (whether written, oral or in any other form) disclosed to it by or on behalf of the other party that is of a confidential nature or that is marked or identified as confidential, together with the terms of the Contract (the "Confidential Information").

14.2. Each party shall use the other party's Confidential Information solely for the purpose of performing its obligations under the Contract, and shall not disclose it to any person except to its officers, employees and professional advisers who need to know it for that purpose and who are bound by obligations of confidentiality.

14.3. The obligations in this Clause 14 do not apply to information that is or becomes publicly available other than through breach of the Contract, was lawfully in the receiving party's possession before disclosure, or is required to be disclosed by Applicable Laws or any regulatory authority.

14.4. This Clause 14 shall survive termination or expiry of the Contract.

15. Intellectual Property and Brand Protection

15.1. The Supplier acquires no right, title or interest in or to any Intellectual Property Rights of the Buyer or any member of the Buyer's Group, including the "Frozen Brothers" name and brand and any related names, trade marks, logos, get-up and goodwill, all of which are and remain owned by Frozen Brothers Limited or the relevant member of the Buyer's Group.

15.2. The Supplier shall not use the "Frozen Brothers" name or any brand, trade mark, logo or get-up of the Buyer or any member of the Buyer's Group, nor make any reference to the Buyer or any member of its Group in any advertising, marketing or publicity, without the Buyer's prior written consent.

15.3. All Specifications, drawings, samples, moulds, tooling, materials and other items supplied by the Buyer to the Supplier, and all Intellectual Property Rights in them, are and shall remain the exclusive property of the Buyer. The Supplier shall hold such items safely, use them only for the purpose of fulfilling the Order, keep them separately identified as the Buyer's property, and return them to the Buyer on request or on termination or completion of the Contract.

15.4. All Intellectual Property Rights in any Goods, designs or developments created by the Supplier specifically for the Buyer under an Order shall, on creation, vest in and belong to the Buyer, and the Supplier assigns such rights to the Buyer with full title guarantee.

16. Termination

16.1. The Buyer may terminate the Contract, in whole or in part, for convenience at any time by giving the Supplier not less than thirty days' written notice. On such termination, Clause 3.3 applies to the determination of the Buyer's liability as if the Contract had been cancelled before despatch.

16.2. Without limiting its other rights or remedies, the Buyer may terminate the Contract with immediate effect by written notice to the Supplier if: (a) the Supplier commits a material breach of the Contract and (if remediable) fails to remedy that breach within fourteen days of written notice requiring it to do so; (b) the Supplier commits a breach of Clause 6 (Quality and Food Safety), Clause 10 (Supplier Warranties) or Clause 13 (Anti-Bribery, Modern Slavery and Ethical Sourcing); (c) the Supplier repeatedly breaches any of the terms of the Contract; or (d) the Supplier suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business.

16.3. Without limiting its other rights or remedies, the Buyer may terminate the Contract with immediate effect by written notice to the Supplier if the Supplier becomes insolvent, is unable to pay its debts as they fall due, enters into any arrangement or composition with its creditors, has a receiver, administrator, administrative receiver or liquidator appointed over any of its assets, passes a resolution or has a petition presented for its winding up, or is subject to any analogous event or proceeding in any jurisdiction.

16.4. Termination of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract existing at or before the date of termination.

16.5. 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, including Clauses 6, 7, 8, 9, 10, 11, 12, 14, 15, 16.4 and 17 to 27.

17. Limitation of Liability

17.1. Nothing in the Contract limits or excludes the Supplier's liability under any indemnity in the Contract, or for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) breach of the terms implied by section 12 of the Sale of Goods Act 1979; (d) defective products under the Consumer Protection Act 1987; or (e) any other liability that cannot be limited or excluded by Applicable Laws.

17.2. Nothing in the Contract shall limit or exclude the Buyer's rights or remedies, or the Supplier's liability, in respect of any breach of Clause 6 (Quality and Food Safety), Clause 10 (Supplier Warranties), Clause 11 (Indemnity) or Clause 13 (Anti-Bribery, Modern Slavery and Ethical Sourcing).

17.3. Subject to Clauses 17.1 and 17.2, neither party shall be liable to the other, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any loss of profit that is indirect or consequential, or for any indirect or consequential loss, in each case arising under or in connection with the Contract.

17.4. Subject to Clauses 17.1 and 17.2, nothing in this Clause 17 shall operate to reduce, limit or exclude the Buyer's core remedies in respect of rejection of Goods, refund of the Price, the cost of substitute goods, or recovery under any indemnity in the Contract.

18. Force Majeure

18.1. Neither party shall be in breach of the Contract, nor liable for any delay in performing or failure to perform any of its obligations under the Contract (other than an obligation to make payment), if such delay or failure results from an event beyond its reasonable control (a "Force Majeure Event").

18.2. The affected party shall notify the other party as soon as reasonably practicable, and shall use all reasonable endeavours to mitigate the effect of the Force Majeure Event and to resume performance. If the Force Majeure Event prevents, hinders or delays the Supplier's performance for a continuous period of more than fifteen Business Days, the Buyer may terminate the Contract with immediate effect by written notice to the Supplier, and may obtain substitute goods from an alternative supplier.

19. Assignment and Sub-Contracting

19.1. The Buyer may at any time assign, transfer, charge, sub-contract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.

19.2. The Supplier shall not assign, transfer, charge, sub-contract, delegate, declare a trust over or deal in any other manner with any of its rights or obligations under the Contract without the prior written consent of the Buyer. Any permitted sub-contracting shall not relieve the Supplier of its obligations or liabilities under the Contract.

20. Notices

20.1. Any notice given under or in connection with the Contract shall be in writing and shall be delivered by hand, by pre-paid first-class post or other next-working-day delivery service, or by email to the address or email address notified by the relevant party.

20.2. A notice is deemed received: (a) if delivered by hand, at the time it is left at the relevant address; (b) if sent by pre-paid first-class post or other next-working-day delivery service, at 9.00 am on the second Business Day after posting; and (c) if sent by email, at the time of transmission, or, if that time falls outside business hours, when business hours next resume.

20.3. This Clause 20 does not apply to the service of any proceedings or other documents in any legal action or other method of dispute resolution.

21. No Partnership or Agency

21.1. 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.

22. Third-Party Rights

22.1. Except as expressly provided in Clause 22.2, a person who is not a party to the Contract shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

22.2. Each member of the Buyer's Group and Frozen Brothers Limited may enforce the terms of Clauses 11 (Indemnity) and 15 (Intellectual Property and Brand Protection) that are expressed to benefit them, subject to the remaining provisions of the Contract. The consent of any such person is not required to vary or rescind the Contract.

23. Entire Agreement

23.1. The Contract constitutes the entire agreement between the parties in relation to its subject matter and supersedes all previous agreements, understandings and arrangements between them, whether written or oral, in relation to that subject matter.

23.2. Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Nothing in this Clause 23 limits or excludes any liability for fraud.

24. Variation

24.1. No variation of the Contract or of these Conditions shall be effective unless it is in writing and signed by, or on behalf of, the Buyer. The Buyer may amend these Conditions from time to time, and the version of these Conditions in force at the date of an Order applies to that Order.

25. Waiver

25.1. A waiver of any right or remedy under the Contract is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. 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.

26. Severance

26.1. 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 26 shall not affect the validity and enforceability of the rest of the Contract.

27. Governing Law and Jurisdiction

27.1. 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.

27.2. 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.