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Terms & Conditions

TERMS & CONDITIONS

SEEWOO UK TERMS AND CONDITIONS OF SALE (“these Terms and Conditions”)

1. DEFINITIONS

In this Contract:

1.1 the following terms shall have the following meanings unless the context otherwise requires:

“Breach of Duty”

has the meaning given to it in Clause 6.7.1;

“Business Day”

any day other than (i) a Saturday, (ii) a Sunday or (iii) a day when the clearing banks are not physically open for business in the City of London;

“this Contract”

these Terms and Conditions together with the relevant terms agreed between the Parties in relation to a particular Order as recorded in the Delivery

Note, and incorporating the terms within the Customer Credit Account Form;

“Customer”

the customer of SeeWoo UK whose details may be more particularly set out in the Delivery Note; “Customer Credit Account Form” the written form agreed between the Customer and SeeWoo UK following the approval by SeeWoo UK of the Customer’s request for credit terms;

“Delivery Note”

the written document or written communication which SeeWoo UK despatches to the Customer (upon delivery or collection of an Order), which contains details of the number and quantity and type of Products that SeeWoo UK is supplying to the Customer and the fee payable by the Customer;

“Event of Force Majeure”

has the meaning given to it in Clause 9.1;

“Fee”

the fee payable by the Customer to SeeWoo UK for the supply by SeeWoo UK of the Products being the fee agreed in writing between the Parties at the time of the Order or, if not agreed between the Parties, this shall be the fee listed in SeeWoo UK’s price list current at the date of the Order (as may be recorded in the relevant Delivery Note);

“Liability”

has the meaning given to it in Clause 6.7.2;

“Order”

an individual request (in any form) by the Customer to SeeWoo UK for the purchase/ provision of Products, which may be in accordance with the terms of a Customer Credit Account Form;

“Party”

either SeeWoo UK or the Customer;

“Payment”

has the meaning given to it in Clause 4.1;

“Products”

any of SeeWoo UK’s products provided or to be provided by SeeWoo UK to the Customer pursuant to this Contract (including any associated packaging), as more particularly described in the Delivery Note;

“SeeWoo UK”

SeeWoo UK Limited, a company registered in England under number 10812273 whose registered office is at Tavistock House South, Tavistock Square, London WC1H 9LG.

“VAT”

any tax introduced pursuant to a direction of the Council of the European Community relating to turnover taxes including value added tax as provided for in the Value Added Tax Act 1994 and supplemental legislation (whether delegated or otherwise), any tax of a similar nature which any be substituted for or levied in addition to it and any sales tax; and

“Warranty Period”

has the meaning given to it in Clause 5.1.1; 1.2 references to “Clauses” are to clauses of these Terms and

Conditions;

1.3 the headings to Clauses are inserted for convenience only and shall

not affect the interpretation or construction of this Contract;

1.4 words imparting the singular shall include the plural and vice versa;

1.5 words imparting a gender shall include the other gender and the

neutral and references to persons shall include an individual,

company, corporation, firm or partnership;

1.6 references to “includes” or “including” or like words or

expressions shall mean without limitation;

1.7 references to any statute or statutory provision shall include any

subordinate legislation made under it, any provision which it has

modified or re-enacted (whether with or without modification) and

any provision which subsequently supersedes it or re-enacts it

(whether with or without modification); and

1.8 references to “written” or in “writing” (except in respect of

sending a notice in accordance with Clause 10) includes in

electronic form.

2. AGREEMENT

2.1 The terms of this Contract apply to the exclusion of any terms and

conditions submitted, proposed or stipulated by the Customer.

These Terms and Conditions apply to SeeWoo UK’s supply of all

Products. The giving by the Customer of any Order for Products

shall constitute unqualified acceptance by the Customer of these

Terms and Conditions.

2.2 Save as expressly provided herein, this Contract (together with any

documents referred to in it) shall operate to the entire exclusion of

any other agreement, understanding or arrangement of any kind

between the Parties hereto preceding the date of this Contract and

in any way relating to the subject matter of this Contract and to the

exclusion of any representations not expressly stated herein save

for any fraudulent misrepresentations or any misrepresentation as

to a fundamental matter. Each Party acknowledges that it has not

entered into this Contract based on any representation that is not

expressly incorporated into this Contract.

2.3 This Contract (together with any documents referred to in it)

constitutes the whole agreement and understanding of the Parties

as to the subject matter hereof and there are no provisions, terms,

conditions or obligations, whether oral or written, express or

implied, other than those contained or referred to herein.

2.4 Subject to Clause 2.2, all materials and other particulars furnished

by SeeWoo UK or in SeeWoo UK’s sales or marketing materials or other

documents (including its catalogues, trade literature, brochures,

quotations, price lists or website) or made orally by SeeWoo UK are

given for general information purposes only and the Customer

acknowledges that it is not entering into this Contract in reliance

upon any such materials or other particular; the Products may also

look different (and the colours may be of different shades) to their

representation in any such materials or particulars.

2.5 Except as expressly provided otherwise in this Contract, no change

to this Contract shall be binding unless expressly agreed between

SeeWoo UK and the Customer.

2.6 In the event of any conflict between the provisions of these Terms

and Conditions and the terms of any Customer Credit Account

Form, then the terms of the Customer Credit Account Form prevails

over these Terms and Conditions.

2.7 If the Customer provides SeeWoo UK with a written order, purchase

order, confirmation of order, specification or other document for

the Products, such document shall be purely for the Customer’s

administrative purposes only and shall not form part of this

Contract.

2.8 Subject to Clause 5.3, this Contract shall be legally formed and the

Parties shall be legally bound when the Customer places an Order.

2.9 Each Order constitutes a separate contract. There may be more

than one contract between the Parties in force at the same time as

this Contract.

2.10 No Contract shall be a sale by sample.

3. DELIVERY AND RISK

3.1 In consideration for the payment of the Fee by the Customer,

SeeWoo UK shall supply the Products referred to in the Delivery Note

to the Customer.

3.2 SeeWoo UK shall use its reasonable endeavours to perform its

obligations within any timescales set out in this Contract (and

SeeWoo UK usually aims to deliver within 7 days of receipt of an

Order), but time for performance shall not be of the essence and

SeeWoo UK shall not be liable for any delays or failure to accurately

perform its obligations:

3.2.1 if it has used those endeavours; or

3.2.2 if caused by any failure or delay on the part of the Customer

or the Customer’s agents, staff, officers, employees and

contractors or customers or by any breach by the Customer

of this Contract or any other contract between the Parties.

3.3 Partial delivery or performance, and delivery by instalments, shall

be permitted.

3.4 Delay, default or non-delivery of any instalment by SeeWoo UK shall

not entitle the Customer to cancel or terminate, and shall not

affect, the remainder of this Contract.

3.5 Unless otherwise expressly agreed in writing between the Parties,

this Contract is for delivery of the Products:

3.5.1 to the Customer’s address if SeeWoo UK agrees to deliver

there; or

3.5.2 ex works (Incoterms 2000) at the place stipulated as such in

the Delivery Note (or if no place stipulated, then SeeWoo UK’s

normal location for dispatch of the Products) if the Customer

agrees to collect or arrange collection. If there is any

conflict between the provisions of Incoterms 2000 and this

Contract, this Contract shall prevail. Section 32 of the Sale

of Goods Act 1979 shall not apply to this Contract.

Notwithstanding the Products being delivered ex works,

SeeWoo UK may in its absolute discretion pay for the cost of

courier arranged by the Customer.

3.6 SeeWoo UK shall inform the Customer of the estimated date and

timing on which the Products will be ready for delivery or collection.

3.7 The Customer shall ensure that it is ready for safe receipt (or, as

the case may be, collection) of the Products without undue delay

and at the times reasonably specified by SeeWoo UK.

3.8 Where delivery:

3.8.1 is not within the boundaries of the M25; and/or

3.8.2 is requested for an Order of an aggregate amount of less

than £300;

SeeWoo UK reserves the right to levy a charge for delivery at

SeeWoo UK’s standard rate applicable at the time of the Order.

3.9 It is the Customer’s responsibility to ensure that on delivery or

collection of the Products the Delivery Note is complete and

accurate and to point out to SeeWoo UK anything which is incomplete

or inaccurate within 48 hours of delivery or collection of the

Products.

3.10 SeeWoo UK reserves the right to require the Customer to check the

Products delivered or collected against the Products listed on the

Delivery Note at the time of delivery or collection to ensure there

are no discrepancies between the Products delivered or collected

and the Products listed on the Delivery Note.

3.11 The Customer shall be required to print their name and sign the Delivery

Note and may be required to sign other documentation upon delivery or collection

of the Products. The signing of any such documentation by the

Customer shall be evidence that the Products have been delivered

or collected.

3.12 All risk in the Products shall pass to the Customer upon delivery or

collection, provided that where delivery or collection is delayed due

to breach by the Customer of its obligations under this Contract risk

shall pass at the date when delivery or collection would have

occurred but for that breach.

3.13 Products leaving SeeWoo UK premises must be transported and stored at the correct temperature at all times. Instructions for food safe transport and storage can be found on the product packaging. The responsibility for proper and safe storage of Products transfers to the customer on collection / receipt of goods. SeeWoo UK will accept no liability arising out of incorrect handling or storage of Products. For the avoidance of doubt the Customer is responsible for ensuring that all Products are stored and transported at the temperature specified on the Product packaging.

3.14 The Customer shall keep the Products fully insured on SeeWoo UK’s

behalf with a reputable insurance company to the reasonable

satisfaction of SeeWoo UK for their full price against all risks of loss or

damage from the time when the risk passes to the Customer until

property passes in accordance with Clause 4. On request, the

Customer shall produce the policy of insurance to SeeWoo UK. If the

Products are lost, damaged or destroyed, the Customer shall hold

the proceeds of insurance for and to the order of SeeWoo UK pending

Payment (as defined in Clause 4.1).

3.14 If delivery or collection of the Products is delayed or obstructed

through the Customer’s default or breach of this Contract or if the

Customer unreasonably declines or delays in accepting or taking

delivery or receipt of the Products, then (subject to the rest of this

Contract) SeeWoo UK shall not have any Liability to the Customer as a

result and SeeWoo UK may (without prejudice to any other right or

remedy available to it) do all or any of the following:

3.14.1 sell the Products on to a third party: SeeWoo UK reserves the right to cancel the order and retain the proceeds of any sale to a 3rd party;

3.14.2 charge a reasonable storage fee for the Products;

3.14.3 require the Customer to indemnify SeeWoo UK for any and all

losses, liabilities, claims, proceedings, judgments, damages,

demands, actions, costs, charges, expenses, penalties and

fines suffered or incurred by SeeWoo UK as a result of the

Customer declining or delaying; and

3.14.4 terminate this Contract.

3.15 Where delivery is not to the United Kingdom, the Customer shall be

responsible for complying with all applicable laws, regulations and

codes of practice governing the importation and use of the Products

into the country of destination and for payment of any duties or

levies thereon.

4. TITLE

4.1 Notwithstanding delivery or collection, title to and ownership of the

Products shall not pass to the Customer until SeeWoo UK has received

in full (in cash or cleared funds) all sums due to it in respect of:

4.1.1 the Products; and

4.1.2 all other sums which are or which become due to SeeWoo UK

from the Customer on any account;

(“Payment”).

4.2 Until Payment, the Customer shall:

4.2.1 hold the Products on a fiduciary basis as SeeWoo UK’s bailee;

4.2.2 store the Products (at no cost to SeeWoo UK) in good condition

and in such a way that they remain readily identifiable as

SeeWoo UK’s property; and

4.2.3 not destroy, deface or obscure any identifying mark or

packaging on or relating to the Products.

4.3 The Customer may resell the Products before Payment solely on the

condition that the Customer shall still be responsible for paying to

the full value of the Payment.

4.4 SeeWoo UK may at any time until title passes under this Clause 4

without notice recover possession of the Products which are the

property of SeeWoo UK. The Customer hereby grants to SeeWoo UK for

SeeWoo UK and its agents, staff, officers, employees and contractors

an irrevocable licence to enter for that purpose any premises then

occupied by or in the ownership or possession of the Customer.

The Customer shall indemnify SeeWoo UK against all claims, losses,

damages, liabilities, costs and expenses so arising.

4.5 SeeWoo UK shall be entitled to recover payment for the Products

notwithstanding that ownership of any of the Products has not

passed from SeeWoo UK.

4.6 On termination of this Contract, howsoever arising, SeeWoo UK’s rights

contained in this Clause 4 shall remain in effect.

5. WARRANTY

5.1 Subject to the rest of this Contract, SeeWoo UK warrants that:

5.1.1 as at delivery the Products shall be free from material

defects in packaging (excluding wear and tear) and the food

and drink supplied shall be safe for most people (who do not

have intolerances or allergies) to consume before the “best before” or “use by”

date stipulated on the relevant Products (or its packaging or

labelling) (the “Warranty Period”) if the Products have

been stored or dealt with at all times in accordance with

good trade practice or in accordance with any oral or written

instructions, advice or recommendations provided by

SeeWoo UK; and

5.1.2 it shall deliver the Products to the Customer undamaged and

(subject to Clause 5.3) in the quantities specified in the

Delivery Note.

5.2 SeeWoo UK is not responsible for any services or products not

expressly stipulated in this Contract that SeeWoo UK will provide.

Except for any matter upon which SeeWoo UK specifically agrees in

writing with the Customer to advise or do, SeeWoo UK shall not have

any Liability for advising on, or failing to advise on, or doing, or

failing to do, anything else (including on any laws, rules,

regulations, bye-laws or codes of practice). It is the Customer’s

responsibility to ensure that the Products meet its requirements

and purposes.

5.3 In the event that SeeWoo UK is unable to supply any of the Products

included in an Order for whatever reason, SeeWoo UK shall include

details on the Delivery Note that such Product or Products are

unavailable. For the avoidance of doubt, SeeWoo UK shall not be under

any obligation to supply Products which are unavailable at any time

(whether at the time of the Order, delivery or collection of the

Order or at any time in the future or otherwise) nor shall it be

under an obligation to provide a substitute Product.

5.4 SeeWoo UK shall at its option replace or provide a refund for Products

that are lost or damaged in transit to the place of delivery.

SeeWoo UK shall not have any Liability for loss of or obvious damage

to Products in transit or on delivery under Clause 5.1.2 unless the

Customer informs SeeWoo UK within 48 hours, and in any event

notifies SeeWoo UK in writing within five Business Days:

5.4.1 after the expected date of delivery or receipt that it has not

received the Products; or

5.4.2 after receipt that the Products are damaged; and also

unless the Customer provides SeeWoo UK with SeeWoo UK’s Delivery Note

details and such other information and documentation as SeeWoo UK

reasonably requires at the same time as the notice.

5.5 Subject to Clause 5.7, SeeWoo UK shall at its option:

5.5.1 replace; or

5.5.2 provide a credit note in respect of a reasonable part of; or

5.5.3 repay an appropriate portion of the purchase price of;

the delivered Products which are not in conformance with the

warranty set out in Clause 5.1.

5.6 SeeWoo UK shall not have any Liability for providing Products to the

extent caused by SeeWoo UK’s compliance with and reliance on the

Customer’s instructions or requirements.

5.7 SeeWoo UK’s Liability for defective or damaged Products is subject to:

5.7.1 the Customer notifying SeeWoo UK of any claim promptly upon

discovery of the defect or damage and in any event before

the end of the Warranty Period, specifying with reasonable

detail the way in which it is alleged that the Products do not

conform to this Contract;

5.7.2 the Customer having provided SeeWoo UK with SeeWoo UK’s

Delivery Note details and such other information and

documentation as SeeWoo UK reasonably requires at the same

time as the notice in Clause 5.7.1;

5.7.3 the Customer showing to SeeWoo UK’s reasonable satisfaction

that the defect or damage is solely attributable to SeeWoo UK’s

(or SeeWoo UK’s suppliers’) fault and not wear or tear from

normal use, failure to store the Products correctly or the

combination, incompatibility, attachment, affixation,

incorporation or mixing of the Products with any other

goods, products, materials or substances;

5.7.4 the Products having not been misused or subjected to

neglect, improper or inadequate care, carelessness,

abnormal conditions, or involved in any accident, or dealt

with or stored contrary to good trade practice or any oral or

written instructions, advice or recommendation of SeeWoo UK;

5.7.5 the Customer allowing SeeWoo UK the opportunity to inspect

and remove the Products;

5.7.6 the Customer having paid for the Products in full; and

5.7.7 upon SeeWoo UK’s request (and unless SeeWoo UK agrees to

collect or inspect on site), the Customer returning the

defective or damaged Products carriage and insurance paid

at the Customer’s risk to SeeWoo UK’s premises or such other

location stipulated by SeeWoo UK and carefully packed to avoid

damage in transit (and Section 36 of the Sale of Goods Act

1979 shall not apply). Unless and until SeeWoo UK receives the

Products, the Customer shall hold the Products safely and

securely in good condition.

5.8 The warranty contained in this Clause 5 is specifically limited to the

Customer. No warranty is made to any other person, whether

subsequent buyer or user or customer, or to any bailee, licensee,

assignee, employee, agent or otherwise.

5.9 If the Customer makes an invalid claim under the warranty,

SeeWoo UK may charge the Customer for its fees and costs of

examining, storing, repairing and replacing the Products and

dealing with the claim and removing and delivering the Products.

5.10 Except where expressly provided for within this Contract, SeeWoo UK

excludes all conditions, warranties, terms and obligations, whether

express or implied by statute, common law or otherwise, to the

fullest extent permitted by law in respect of the Products.

5.11 The Customer shall not be permitted to return a Product or

Products except in accordance with this Clause 5.

6. LIABILITY

6.1 This Clause 6 prevails over all other Clauses and sets forth the

entire Liability of SeeWoo UK, and the sole and exclusive remedies of

the Customer, in respect of:

6.1.1 performance, non-performance, purported performance,

delay in performance or mis-performance of this Contract or

of any goods or services in connection with this Contract; or

6.1.2 otherwise in relation to this Contract or entering into this

Contract.

6.2 SeeWoo UK does not exclude or limit its Liability for:

6.2.1 its fraud; or

6.2.2 death or personal injury caused by its Breach of Duty; or

6.2.3 any breach of the obligations implied by Section 12 Sale of

Goods Act 1979 or Section 2 Supply of Goods and Services

Act 1982; or

6.2.4 supply of a defective Product in accordance with Part I of the

Consumer Protection Act 1987; or

6.2.5 any other Liability which cannot be excluded or limited by

applicable law.

6.3 Subject to Clause 6.2, SeeWoo UK does not accept and hereby

excludes any Liability for Breach of Duty other than any Liability

arising pursuant to the terms of this Contract.

6.4 Subject to Clause 6.2, SeeWoo UK shall not have any Liability in

respect of any:

6.4.1 indirect or consequential losses, damages, costs or

expenses;

6.4.2 loss of actual or anticipated profits;

6.4.3 loss of contracts;

6.4.4 loss of use of money;

6.4.5 loss of anticipated savings;

6.4.6 loss of revenue;

6.4.7 loss of goodwill;

6.4.8 loss of reputation;

6.4.9 loss of business;

6.4.10 loss of operation time;

6.4.11 loss of opportunity; or

6.4.12 loss of, damage to or corruption of, data;

whether or not such losses were reasonably foreseeable or SeeWoo UK

or its agents or contractors had been advised of the possibility of

the Customer incurring such losses. For the avoidance of doubt,

Clauses 6.4.2 to 6.4.12 apply whether such losses are direct,

indirect, consequential or otherwise.

6.5 Subject to Clause 6.2 and the exclusions and limits set out in the

rest of this Contract, the total aggregate Liability of SeeWoo UK shall

be limited to the greater of: (a) £1,000; or (b) 110% of the total

sums paid and 110% of the total other sums payable (in

aggregate) by the Customer to SeeWoo UK under this Contract.

6.6 The limitation of Liability under Clause 6.5 has effect in relation

both to any Liability expressly provided for under this Contract and

to any Liability arising by reason of the invalidity or unenforceability

of any term of this Contract.

6.7 In this Clause 6:

6.7.1 “Breach of Duty” means the breach of any (i) obligation

arising from the express or implied terms of a contract to

take reasonable care or exercise reasonable skill in the

performance of the contract or (ii) common law duty to take

reasonable care or exercise reasonable skill (but not any

stricter duty); and

6.7.2 “Liability” means liability in or for breach of contract,

Breach of Duty, misrepresentation, restitution or any other

cause of action whatsoever relating to or arising under or in

connection with this Contract, including liability expressly

provided for under this Contract or arising by reason of the

invalidity or unenforceability of any term of this Contract

(and for the purposes of this definition, all references to

“this Contract” shall be deemed to include any collateral

contract).

7. FEES

7.1 In consideration for obtaining the Products provided by SeeWoo UK

pursuant to this Contract, the Customer shall pay to SeeWoo UK the

Fee and other sums due under this Contract.

7.2 Unless otherwise agreed (in accordance with a Customer Credit

Account Form or otherwise), the Customer shall pay to SeeWoo UK the

Fee and other sums due under this Contract in advance of or on

delivery or collection of the Products, and delivery or collection of

the Products shall be conditional on SeeWoo UK first receiving the Fee

and any other sums due under this Contract in cleared funds in full

from the Customer.

7.3 All Fees and sums due under this Contract are exclusive of any VAT

or other duties or taxes (if applicable) which shall be payable in

addition at the same time as payment of the Fees and other sums

due.

7.4 The Customer shall pay SeeWoo UK by any payment method

reasonably stipulated by SeeWoo UK.

7.5 Unless otherwise stipulated by SeeWoo UK in the Delivery Note or

agreed in writing between the Parties, payment shall be in pounds

sterling or such other currency as is in force in England from time

to time.

7.6 Time for payment shall be of the essence.

7.7 Payment shall be deemed made when SeeWoo UK has received cleared

funds in full.

7.8 Payment of all sums due to SeeWoo UK under this Contract shall be

made by the Customer in full without any set-off, deduction or

withholding whatsoever.

7.9 If the Customer is late in paying any part of any monies due to

SeeWoo UK under this Contract or any other contract between the

Parties, SeeWoo UK may (without prejudice to any other right or

remedy available to it whether under this Contract or by any

statute, regulation or bye-law) do any or all of the following:

7.9.1 charge interest on the amount due but unpaid at the annual

rate of interest set under Section 6 of the Late Payment of

Commercial Debts (Interest) Act 1998 from time to time

from the due date until payment (after as well as before

judgment), such interest to run from day to day and to be

compounded monthly; and

7.9.2 sell or otherwise dispose of any Products which are the

subject of any Delivery Note, whether or not appropriated

thereto, and apply the proceeds of sale to the overdue

payment; and

7.9.3 suspend the performance of this Contract and any other

contract between SeeWoo UK and the Customer until payment

in full has been made.

8. TERM AND TERMINATION

8.1 This Contract shall commence when the Customer places an Order

and, unless terminated earlier by either Party exercising any right

of termination as set out in this Contract, shall continue in force

until the later of:

8.1.1 the Customer having paid for the Fees in full; and

8.1.2 SeeWoo UK having despatched all the Products.

8.2 Either Party may terminate this Contract immediately by notice in

writing to the other Party if:

8.2.1 the other Party is in persistent breach of any of its

obligations under this Contract or any other contract

between the Parties; or

8.2.2 the other Party is in material breach of any of its obligations

under this Contract or any other contract between the

Parties which is incapable of remedy; or

8.2.3 the other Party fails to remedy, where capable of remedy,

any material breach of any of its obligations under this

Contract or any other contract between the Parties after

having been required in writing to remedy such breach

within a period of no less than 30 days; or

8.2.4 the other gives notice to any of its creditors that it has

suspended or is about to suspend payment or if it shall be

unable to pay its debts within the meaning of Section 123 of

the Insolvency Act 1986, or an order is made or a resolution

is passed for the winding-up of the other Party or an

administration order is made or an administrator is

appointed to manage the affairs, business and property of

the other Party or a receiver and/or manager or

administrative receiver is appointed in respect of all or any

of the other Party’s assets or undertaking or circumstances

arise which entitle the court or a creditor to appoint a

receiver and/or manager or administrative receiver or

administrator which entitle the court to make a winding-up

or bankruptcy order or the other Party takes or suffers any

similar or analogous action in consequence of debt.

8.3 In any event, SeeWoo UK may terminate this Contract if the Customer

does not pay the Fee in accordance with Clause 7.2.

8.4 Termination of this Contract shall be without prejudice to any

accrued rights or remedies of either Party.

8.5 Termination of this Contract will not affect the coming into force or

continuance in force of any provision which is expressly or by

implication intended to come into or continue in force on or after

such termination.

8.6 Upon termination of this Contract for any reason:

8.6.1 SeeWoo UK shall cease to perform this Contract; and

8.6.2 all outstanding Fees and any other sums shall become

immediately payable, whether invoiced or not.

9. FORCE MAJEURE

9.1 Save for obligations in respect of payment of the Fees, neither

Party shall have any Liability for any breach, hindrance or delay in

the performance of this Contract attributable to any cause beyond

its reasonable control including without limitation any event beyond

the reasonable control of either party including without limitation

Acts of God, actions or demands or requirements of third parties

(including without limitation hackers, suppliers, governments or

supra-national authorities), insurrection, riot, civil commotion, war,

hostilities, warlike operations, enemy action, national emergencies,

act of terrorism, piracy, arrests, restraints or detainments of any

competent authority, strikes or combinations or lock-out of

workmen, epidemic, fire, explosion, storm, flood, drought,

earthquake, natural disaster, natural catastrophe, accident,

mechanical breakdown, third party software, failure or problems

with public utility supplies (including without limitation electrical,

telecoms or general Internet failure), unavailability or shortage of

or inability to obtain Products, materials, equipment or

transportation (“Event of Force Majeure”), regardless of whether

the circumstances in question could have been foreseen.

9.2 The performance of each Party’s obligations shall be suspended

during the period that the circumstances persist and such Party

shall be granted an extension of time for performance equal to the

period of the delay.

9.3 Each Party shall bear its own costs incurred by the Event of Force

Majeure.

9.4 Should any performance of obligations be delayed under this

Clause 9, each Party shall nevertheless accept performance as and

when the other shall be able to perform.

9.5 If the Event of Force Majeure continues without a break for more

than two weeks, either Party may terminate this Contract

immediately by notice to the other, in which event neither Party

shall have any Liability to the other by reason of such termination.

9.6 If SeeWoo UK has contracted to provide identical or similar products to

more than one customer and is prevented from fully meeting its

obligations to the Customer by reason of an Event of Force

Majeure, SeeWoo UK may decide at its absolute discretion which

contracts it will perform and to what extent.

10. NOTICES

10.1 Any notice or other communication required or authorised to be

given under this Contract may be made verbally but must be confirmed in writing, except for the placing of an Order, and may be served by personal delivery or by recorded delivery letter (if to an address in the same country) or by overnight courier or by facsimile addressed to the relevant Party at its address stated in this Contract or at such other address or facsimile number as is notified by the relevant Party to the other for this purpose from time to time or at the address or facsimile number of the relevant Party last known to the other.

10.2 Any notice so given by post shall be deemed to have been served

two Business Days after the same shall have been despatched to

the overnight courier or Post Office and any notice so given by

facsimile shall be deemed to have been served upon receipt of an

answerback signal from the receiving machine, and in proving such

service it shall be sufficient to prove that the letter or facsimile was

properly addressed or numbered and, as the case may be,

despatched or an answerback signal received.

11. ASSIGNMENT

11.1 Subject to any assignee (in the case of an assignment) confirming

in writing to be bound by the provisions of this Contract, SeeWoo UK

may assign, transfer, novate or subcontract its rights, liabilities or

obligations under this Contract either in whole or in part to any

other person, firm or company. SeeWoo UK shall promptly give notice

to the Customer of any such assignment, transfer or novation.

11.2 The Customer shall not assign, transfer, novate, charge or subcontract

or purport to assign, transfer, novate, charge or subcontract

this Contract or any of its rights, liabilities or obligations

under this Contract without the prior written consent of SeeWoo UK.

12. GENERAL

12.1 No failure or delay by either Party in exercising any right under this

Contract shall operate as a waiver of such right or extend to or

affect any other or subsequent event or impair any rights or

remedies in respect of it or in any way modify or diminish that

Party’s rights under this Contract.

12.2 If any Clause or other provision in this Contract shall become or

shall be declared by any court of competent jurisdiction to be

invalid or unenforceable, such invalidity or unenforceability shall in

no way affect any other Clause or provision or part of any Clause or

provision, all of which shall remain in full force and effect.

12.3 Nothing in this Contract shall create or be deemed to create a

partnership, an agency or a relationship of employer and employee

between the Parties.

12.4 A person who is not a Party to this Contract has no rights under the

Contracts (Rights of Third Parties) Act 1999 in respect of any term

of this Contract.

12.5 This Contract shall be governed by and construed in accordance

with English law. The Customer hereby submits to the jurisdiction

of the English courts. The parties irrevocably agree that the

English courts shall have exclusive jurisdiction over any claim or

matter brought by the Customer in relation to this Contract.

Nothing in this Clause 12.5 shall limit the right of SeeWoo UK to take

proceedings against the Customer in any other court of competent

jurisdiction. All dealings, correspondence and contacts between the

parties shall be made or conducted in the English language.

Version: 001. June 08

12.6 For our Privacy & Data Protection Policy please refer to our website.