STANDARD TERMS & CONDITIONS OF SALE OF GOODS
THIS WEBSITE IS OWNED and operated BY Georganics Ltd. PLEASE READ THIS AGREEMENT CAREFULLY. THESE TERMS AND CONDITIONS GOVERN A CONTRACT TO THE EXCLUSION OF ANY OTHER TERMS AND CONDITIONS AGREED BY THE PARTIES IN WRITING. WHEN YOU DO BUSINESS WITH Georganics, YOU AUTOMATICALLY AGREE TO THESE TERMS AND CONDITIONS AS AMENDED OR SUPPLEMENTED FROM TIME TO TIME BY Georganics.
1.1 In these Conditions:
"Business Day" means a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
"Trade Customer" means the person, firm or company purchasing Goods from Georganics.
"Conditions" means the standard terms and conditions of sale set out in this document as amended from time to time in accordance with clause 14.1.
"Contract" means a contract between Georganics and the Trade Customer for the purchase and sale of Goods in accordance with these Conditions.
"Force Majeure Event" has the meaning given to it in clause 11.1.
"Goods" means goods supplied or agreed to be supplied by Georganics to the Trade Customer under a Contract.
"Intellectual Property Rights" means patents, utility models, rights to inventions, copyright and neighboring and related rights, trade 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, rights in computer software, 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, any rights and all similar or equivalent rights or forms of protection that subsist or will subsist now or in the future in any part of the world.
"Order" an order for Goods submitted by the Trade Customer in accordance with clause 2.
"Georganics" means Georganics a company registered in Scotland with registered company number 09308142 and whose registered address is Unit 6, Riverside Business Centre, Brighton Rd, Shoreham-by-Sea BN43 6RE
"Specification" means any specification for the Goods that is agreed in writing by the Trade Customer and Georganics.
"VAT" means Value Added Tax or any equivalent or replacement tax.
1.2 A reference to "writing" or "written" includes faxes, emails and electronic data interchange (EDI).
1.3 A reference to a statue or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
1.4 Any phrase introduced by the terms "including", "include", "in particular" or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
2. Formation of Contract and Basis of Sale
2.1 Georganics shall sell and the Trade Customer shall purchase Goods in accordance with and on the basis of these Conditions which shall govern a Contract to the exclusion of any other terms and conditions that the Trade Customer seeks to impose or incorporate or which are implied by trade, custom, practice or course of dealing.
2.2 A quotation by Georganics does not constitute an offer and Georganics reserves the right to withdraw or revise any quotation at any time prior to Georganics's acceptance of the Trade Customer's Order. Georganics is not obliged to accept any Order which the Trade Customer places with Georganics.
2.3 An Order constitutes an offer by the Trade Customer to purchase Goods in accordance with these Conditions. The Trade Customer is responsible for ensuring that the terms of the Order and any applicable Specification are complete and accurate.
2.4 Each Order shall:
(a) be given in writing, either via online Trade portal or email.
(b) specify the type and quantity of Goods ordered and the Goods' SKUs; and
(c) specify the date on which the Order is to be delivered. If the Delivery Date is to be specified after the placing of an Order, the Trade Customer shall give Georganics reasonable advance notice of the relevant information.
2.5 A Contract shall be formed when acceptance of the Trade Customer's Order is confirmed in writing by Georganics or when the Goods are delivered by Georganics in accordance with an Order.
2.6 No Order which has been accepted by Georganics may be canceled or varied by the Trade Customer other than in accordance with the Conditions.
3. The Goods and the Price
3.1 The Goods are described in Georganics's quotation or sales literature as modified by the Specification. Georganics reserves the right to change the Specification of the Goods if required by any applicable statutory or regulatory requirements.
3.2 To the extent that the Goods are to be manufactured in accordance with a Specification supplied by the Trade Customer, the Trade Customer shall indemnify Georganics against, and covenant to pay a sum equal to, 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 reasonable professional costs and expenses) suffered or incurred by Georganics in connection with any claim made against Georganics for actual or alleged infringement of a third party's Intellectual Property Rights arising out of or in connection with Georganics's use of the Specification. This clause 3.2 shall survive termination of the Contract.
3.3 Any samples, drawings, descriptive matter, or advertising produced by Georganics and any descriptions or illustrations contained in Georganics's catalogues or brochures are produced for the purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract or have any contractual force.
3.4 The price of the Goods shall be the price set out in the Order, or, if no such price is specified, Georganics's price for the Goods in force on the Delivery Note Date. The Trade Customer shall notify Georganics in writing of any disagreement with the price invoiced within 3 Business Days of the date of the invoice in question.
3.5 Georganics may, by giving notice to the Trade Customer at any time before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
(a) any factor beyond Georganics's control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
(b) any request by the Trade Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification;
(c) any delay cause by any instructions of the Trade Customer or failure of the Trade Customer to give Georganics adequate or accurate information or instructions.
3.6 All prices quoted by Georganics are, unless stated otherwise, exclusive of VAT and all other applicable taxes and duties and the costs and charges of transport, packing and insurance, which shall be payable by the Trade Customer.
4.1 Georganics shall invoice the Trade Customer for the price of Goods together with any transport, packaging, insurance, VAT and other charges payable on or at any time after the Delivery Note Date, in pounds sterling (GBP), euros (EUR) or american dollars (USD).
4.2 The Trade Customer shall make payment of any amount invoiced by Georganics in full and in clear pounds sterling (GBP), euros (EUR) or american dollars (USD) to the bank account nominated in the Georganics Invoice Document, no later than Payment Terms agreed by the parties.
4.3 All amounts due under a Contract shall be paid in full by the Trade Customer without deduction, withholding, set-off or counterclaim for any reason whatsoever, whether arising in contract, tort (including negligence), breach of statutory duty or otherwise, save as may be required by law.
4.4 Time for payment shall be of the essence of the Contract. If the Trade Customer fails, on the due date, to pay any sum due to Georganics under any Contract then, without prejudice to any other right or remedy available to Georganics, Georganics shall (at its option) be entitled:
(a) to declare that all outstanding balances payable by the Trade Customer are immediately due, where upon they shall become immediately due and payable;
(b) to suspend performance of the Contract until payment of all sums due to Georganics is made in full;
(c) terminate the Contract immediately by written notice; and
(d) to charge the Trade Customer interest (both before and after any judgment) on the amount unpaid at the rate of 10% per annum, from time to time which shall accrue on a daily basis from the date payment was due until payment in full is made.
4.5 If the Trade Customer applies to Georganics for a credit account, the Trade Customer acknowledges and agrees that (i) Georganics may undertake a search with a credit reference agency before accepting the Trade Customer's credit application and may make enquiries about the Trade Customer's principal directors; (ii) the credit reference agency may record these searches; and (iii) Georganics shall monitor and record information relating to the Trade Customer's trade credit performance and such records shall be made available to credit reference agencies and other organisations to assess applications for credit.
5.1 Georganics shall deliver the Goods as is notified by the Trade Customer in writing (the "Delivery Location") within 1 to 104 Business Days of Georganics notifying the Trade Customer that the order has been received. Delivery of the Goods shall be completed on the Goods' arrival at the Delivery Location and on delivery, the Trade Customer or its representative will be required to sign a delivery form acknowledging receipt of the Goods and to examine the Goods.
5.2 Any dates quoted by Georganics for delivery of the Goods are approximate only and Georganics shall not be liable for any delay in delivery of the Goods howsoever caused and time for delivery shall not be of the essence.
5.3 If Georganics fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Trade Customer in obtaining replacement goods of similar description, and quality in the cheapest market available, less the price of the Goods. Georganics shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Trade Customer's failure to provide Georganics with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
5.4 Georganics may deliver the Goods by instalments and each instalment shall constitute a separate Contract, which shall be invoiced and paid for separately. Delivery by Georganics of any of the instalments other than in accordance with these Conditions shall not entitle the Trade Customer to cancel any other instalments or treat the Contract as a whole as repudiated.
5.5 If the Trade Customer fails to take delivery of the Goods at the time stated for delivery (otherwise than by reason of Georganics's fault) or fails to give Georganics adequate delivery instructions then, without prejudice to any other right or remedy available to Georganics, Georganics may:
(a) store the Goods until actual delivery and charge the Trade Customer for the reasonable costs (including handling and insurance) of storage; or
(b) sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Trade Customer for the excess over the total amount payable by the Trade Customer under the Contract or charge the Trade Customer for any shortfall below the total amount payable by the Trade Customer under the Contract.
5.6 Notwithstanding any other ground which the Trade Customer may have to reject those Goods which Georganics delivered, the Trade Customer shall not be entitled to reject them solely on the grounds that not all the Goods ordered were delivered.
5.7 Georganics shall attempt to notify the Trade Customer as soon as possibleis practicable if Georganics becomes aware that Georganics will not be able to deliver the Goods or any part of them.
5.8 Any discrepancy in the quantity or quality of the Goods delivered and received by the Trade Customer, must be notified to Georganics within and no later than 5 Business Days from delivery of the Goods, as set out in our Warranties by clause 7.2,
6. Risk and Title
6.1 The risk of loss and damage to the Goods shall pass to the Trade Customer on delivery.
6.2 Notwithstanding delivery and the passing of risk in the Goods, title to the Goods shall not pass to the Trade Customer and shall remain in Georganics until the Trade Customer shall have paid to Georganics in full the price for the Goods together with any other sums due under any Contract.
6.3 Until title to the Goods has passed to the Trade Customer, the Trade Customer shall:
(a) store the Goods separately from all other goods held by the Trade Customer so that they remain readily identifiable as Georganics'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 from the date of delivery;
(d) notify Georganics immediately if it becomes subject to any of the events listed in clause 13.1(b) to clause 13.1(f); and
(e) give Georganics such information relating to the Goods as Georganics may require from time to time.
6.4 Georganics reserves the immediate right of repossession of any Goods which have not been paid for to which Georganics has retained title as aforesaid exercisable at any time after delivery of the Goods and the Trade Customer hereby grants an irrevocable right and licence to Georganics's employees, agents and contractors to enter upon all or any premises where the Goods are stored without prior notice for this purpose.
7.1 Georganics warrants that on delivery the Goods will be of satisfactory quality (within the meaning of the Sale of Goods Act 1979) and will correspond in all material respects with the Specification for the Goods at the time of delivery.
7.2 Subject to clause 7.3, if:
(a) the Trade Customer gives notice in writing to Georganics within threefive Business Days of discovery that some or all of the Goods do not comply with the warranty set out in clause 7.1 and in any event within five10 Business Days of delivery of the Goods;
(b) Georganics is given a reasonable opportunity of examining such Goods; and
the Trade Customer (if asked to do so by Georganics) returns such Goods to Georganics's place of business at Georganics's cost, Georganics shall, at its option, repair or replace the defective Goods (or any part(s) of the Goods) or refund the price of the defective Goods in full.
7.3 Georganics shall not be liable for Good's failure to comply with the warranty set out in clause 7.1 in any of the following events:
(a) the Trade Customer makes any further use of such Goods after giving notice in accordance with clause 7.2;
(b) the defect arises because the Trade Customer failed to follow any regulatory requests or Georganics's oral or written instructions as to the storage, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;
(c) the Trade Customer alters or repairs such Goods without the written consent of Georganics;
(d) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions;
(e) the Goods differ from their Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements; or
(f) the defect arises as a result of Georganics following any drawing, design or Specification supplied by the Trade Customer.
7.4 Except as provided in this clause 7, Georganics shall have no liability to the Trade Customer in respect of the Goods' failure to comply with the warranty set out in clause 7.1.
7.5 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
7.6 These Conditions shall apply to any repaired or replacement Goods supplied by Georganics.
8. Limitation of Liability
8.1 Nothing in these Conditions shall limit or exclude Georganics's liability for:
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979;
(d) defective products under the Consumer Protection Act 1987;
(e) the Trade Customer's indemnity in clause 3.2; or
(f) any matter in respect of which it would be unlawful for either party to exclude or restrict liability.
8.2 Subject to clause 8.1, Georganics shall not be liable to the Trade Customer, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
(a) loss of profits;
(b) loss of sales or business;
(c) loss of agreements or contracts;
(d) loss of anticipated savings;
(e) loss of or damage to goodwill; and
(f) any indirect or consequential loss.
8.3 Subject to clause 8.1 and 8.2, Georganics's total liability to the Trade Customer arising under or in connection with a Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to 100% of the total price paid under the Contract to which the loss relates.
8.4 Notwithstanding clause 8.1, the losses for which Georganics assumes responsibility and which shall (subject to clause 8.2 and 8.3) be recoverable by the Trade Customer include:
sums paid by the Trade Customer to Georganics pursuant to the Contract in respect of any Goods not supplied in accordance with the terms of the Contract;
reasonable additional costs of procuring replacement Goods;
losses incurred by the Trade Customer arising out of or in connection with any third party claims demands, fines, penalties, actions, investigations or proceedings, including those made or commenced by regulators or competent authorities against the Trade Customer caused by the act or omission of Georganics.
9. Compliance and Product Recall
9.1 The Trade Customer must notify Georganics in writing within five Business Days of receipt of a complaint regarding the Goods or any part of them, or any requirement for a product recall concerning the Goods from any regulatory authority.
9.2 In the event that Georganics or any regulatory authority implements a product recall campaign for the Goods, the Trade Customer will provide Georganics and the regulatory authority with all assistance of whatever nature which Georganics might require (including but not limited to tracing or notifying Trade Customers, withdrawing the Goods from sale, recalling the Goods and posting notices or placing advertisements) and Georganics will meet any reasonable expenses incurred by the Trade Customer but only where these have been agreed in advance and the Trade Customer has provided Georganics with such evidence substantiating the same as the Trade Customer may reasonably require.
9.3 The Trade Customer shall obtain all documents, licences and permissions of whatsoever nature as are necessary for due performance of the Contract and shall comply with all applicable laws and regulations in relation to the storage, packaging and sale of the Goods.
9.4 The Trade Customer shall comply with all instructions regarding the storage of the Goods including manufacturer's recommendations and any instructions which Georganics gives the Trade Customer and Georganics shall not be liable for any deterioration in the Goods nor any other damage caused as a result of incorrect storage procedures.
9.5 It shall be the Trade Customer's duty to keep Georganics fully and speedily informed as to any risks to health and safety of which the Trade Customer becomes aware in relation to the Goods.
10. Intellectual Property Rights
10.1 Notwithstanding delivery of and the passing of title in any Goods, nothing shall have the effect of granting or transferring to, or vesting in, the Trade Customer any Intellectual Property Rights in or to any Goods.
10.2 All Goods sold in retail packaging may be resold by the Trade Customer only in the packaging supplied by Georganics and in no case may any trade mark other than those applied by Georganics be marked on or applied in relation to the Goods nor shall the packaging or any trade mark or registered design be altered or tampered with in any way.
11. Force Majeure
11.1 Force Majeure Event means any circumstance not within Georganics's reasonable control including, without limitation:
(a) acts of God, flood, drought, earthquake or other natural disaster;
(b) epidemic or pandemic;
(c) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;
(d) nuclear, chemical or biological contamination or sonic boom;
(e) any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent;
(f) collapse of buildings, fire, explosion or accident;
(g) any labour or trade dispute, strikes, industrial action or lockouts;
(h) non-performance by suppliers or subcontractors; and
(i) interruption or failure of utility service.
11.2 If Georganics is prevented, hindered or delayed in or from performing any of its obligations under the Contract by a Force Majeure Event the Supplier shall not be in breach of the Contract or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.
11.3 If the Force Majeure Event prevents, hinders or delays Georganics's performance of its obligations for a continuous period of more than 20 Business Days, Georganics may terminate the Contract by giving five Business Days' written notice to the Trade Customer.
12.1 Each party undertakes that it shall not at any time disclose to any person any information of a confidential nature concerning the business, affairs, customer, clients or suppliers or the other party or of any member of the group of companies to which the other party belongs ("Confidential Information"), except as permitted by clause 12.2.
12.2 Each party may disclose the other party's Confidential Information:
(a) to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with the Contract provided that:
(i) it informs such employees, officers, representatives or advisers of the confidential nature of the Confidential Information before disclosure; and
(ii) at all times it is responsible for such employees', officers', representatives' or advisers' compliance with the confidentiality obligations set out in this clause; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
12.3 Neither party shall use any other party's Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.
12.4 To the extent that each party receives personal data from or on behalf of the other party, each party represents and warrants that it will comply with all applicable laws, rules, and regulations pertaining to personal data; it will keep such personal data confidential and only use it as necessary for the business relationship between the parties; and it shall use reasonable measures to protect the security and integrity of such data.
12.5 The Trade Customer shall indemnify Georganics against, and covenant to pay a sum equal to, 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 reasonable professional costs and expenses) suffered or incurred by Georganics in connection with any claim made against Georganics arising out of a breach of Section 12.
12.6 Section 12 shall survive termination of the Contract.
13.1 Without prejudice to any other right or remedy available, Georganics shall be entitled to treat any Contract as repudiated and/or withhold any further deliveries of the Goods without any liability to the Trade Customer and, if any Goods have been delivered but not paid for, the total amount payable therefor shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary, if:
(a) the Trade Customer commits a material breach of any term of the Contract and (if such breach is remediable) fails to remedy that breach within five Business Days of being notified in writing to do so;
(b) the Trade Customer is, or is deemed to be, insolvent, or is unable to pay its debts as they fall due;
(c) the Trade Customer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction) or passes a resolution for its voluntary winding up or has a petition for its compulsory winding up presented against it;
(d) an encumbrancer takes possession, or a receiver or administrative receiver is appointed, of any of the property or assets of the Trade Customer; or
(e) the Trade Customer ceases, or threatens to cease, to carry on business; or
(f) any equivalent or analogous event or proceeding occurs in any other applicable jurisdiction; or
(g) Georganics reasonably believes that any of the events mentioned above is about to occur in relation to the Trade Customer or any other matter which in the opinion of Georganics may prejudice its rights against the Trade Customer.
13.2 For the purposes of clause 13.1(a), "material breach" means a breach (including anticipatory breach) that is serious in the widest sense of having a serious effect on the benefit of which Georganics would otherwise derive from a substantial portion of the Contract over the term of the Contract. In deciding whether any breach is material, due regard shall be had to whether it occurs by some accident, mishap, mistake or misunderstanding.
13.3 On termination of the Contract for any reason:
(a) the Trade Customer shall at Georganics's option, immediately pay for or return to Georganics (at the Trade Customer's cost) any Goods to which Georganics retains title; and
(b) if any Goods have been ordered but not delivered, Georganics reserves the right not to deliver them and if Georganics so chooses not to deliver the Goods, Georganics shall not render an invoice to the Trade Customer.
13.4 Should Georganics be entitled to terminate the Contract for any reason, Georganics shall have the option to suspend delivery of the Goods instead of or prior to such termination and if Georganics elects to suspend the Contract, all references to dates in the Contract or at the time of Order shall be extended by the period of the suspension. Georganics may, however, during the period of suspension give written notice of not less than three Business Days that Georganics proposes to terminate the Contract. Such termination will have the effect as aforesaid.
13.5 Termination of the Contract shall not affect any of Georganics's rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the Contract that existed before the date of termination.
13.6 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.
14.1 No variations to these Conditions shall be effective unless made in writing signed by the duly authorised representatives of the parties.
14.2 Failure by Georganics to exercise or enforce any rights hereunder shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement thereof at any time or times thereafter.
14.3 If any provision or part of a provision of these Conditions shall be, or shall be found by any court of competent jurisdiction to be, invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions or parts of such provisions of these Conditions, all of which shall remain in full force and effect.
14.4 The Trade Customer may not assign, transfer, novate or otherwise dispose of all or any of its rights or obligations under the Contract without the prior written consent of Georganics. Where such consent is given, Georganics shall be provided with all copies of assignments and orders, and it shall remain the Trade Customer's responsibility to ensure that all the terms of the Contract are complied with by the party to whom the Contract is assigned or sub-contracted.
14.5 No person other than a party to the Contract shall be entitled to enforce any term of it save that where an agreement is entered into pursuant to which any rights contained in the Contract are assigned to a third party, nothing in this Clause shall, of itself, operate to prevent the assignee from taking the benefit of, and enforcing, any rights so assigned.
14.6 The Trade Customer may not sell Georganics products on any channels beyond the one(s) agreed; this includes Amazon, eBay and ETSY channels.
14.7 The Trade Customer may not set up any localised Georganics related social media page without explicit written permission.
15.1 All notices or other communications given in connection with the Contract will be in writing and will be given, and will be deemed received:
(a) by first-class post: two Business Days after posting;
(b) by airmail: seven Business Days after posting;
(c) by hand: on delivery at the relevant address,
and if given, or deemed given, at a time or on a date which is not a Business Day, it will be deemed to have been given on the next Business Day.
15.2 Notices will be sent to the Trade Customer and Georganics to their registered addresses, or any other such address as notified in writing between the parties.
15.3 Any party may change the address to which such notices to it are to be delivered by giving not less than five Business Days' notice to the other party.
15.4 This clause 15 does not apply to the service of any proceedings or other documents in any legal action.
16. Entire Agreement
16.1 The Contract constitutes the entire agreement between the parties, and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
16.2 Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies for, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract.
16.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
16.4 Nothing in the Contract shall limit or exclude any liability for fraud or fraudulent misrepresentation.
17. Governing Law and Jurisdiction
17.1 The Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) will be governed by and construed in accordance with, the laws of England and the Trade Customer hereby irrevocably agrees that the English courts shall have exclusive jurisdiction in relation to any claim brought by the Trade Customer against Georganics, but that Georganics shall be entitled to bring a claim against the Trade Customer in any court of competent jurisdiction.