COBEV LIMITED

TRADE ACCOUNT TERMS AND CONDITIONS

 

1.     1. Definitions

2.     2. Interpretation

3.     3. Application and order of precedence

4.     4. Trade-only status and authority

5.     5. Application for a Trade Account

6.     6. Information, verification and continuing disclosure

7.     7. Credit assessment and references

8.     8. Grant and nature of credit facilities

9.     9. Credit limits and order controls

10.   10. Prices, invoices and account statements

11.   11. Payment obligations

12.   12. Disputed invoices and no withholding

13.   13. Late payment, interest and compensation

14.   14. Allocation and application of payments

15.   15. Events of Default

16.   16. Consequences of Default and acceleration

17.   17. Personal Guarantees and other security

18.   18. Risk in the Goods

19.   19. All-monies retention of title

20.   20. Customer duties while title is retained

21.   21. Resale before title passes

22.   22. Recovery, inspection and identification of Goods

23.   23. Insolvency and distress events

24.   24. Suspension, cancellation and termination

25.   25. Changes in ownership, control or business circumstances

26.   26. Customer warranties and undertakings

27.   27. Licences, regulated Goods and legal compliance

28.   28. Fraud prevention, sanctions and anti-bribery

29.   29. Set-off and Cobev’s rights of combination

30.   30. Costs of recovery and indemnities

31.   31. Liability and exclusions

32.   32. Confidentiality and credit information

33.   33. Data protection

34.   34. Assignment, subcontracting and transfer

35.   35. Force majeure

36.   36. Notices

37.   37. Electronic contracting and signatures

38.   38. Variation of Terms and credit arrangements

39.   39. Waiver, severance and cumulative rights

40.   40. Entire agreement and non-reliance

41.   41. Third-party rights

42.   42. Governing law and jurisdiction

43.   Schedule 1 - Customer acceptance wording

44.   Schedule 2 - Practical implementation checklist

 

1. Definitions

1.1 “Account” means the trade account maintained by Cobev for the Customer, whether operated on a cash, pro-forma or credit basis.

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

1.3 “Cobev” means Cobev Limited, a company incorporated in England and Wales under company number [insert], whose registered office is at [insert].

1.4 “Credit Facility” means any permission given by Cobev for the Customer to pay after supply, including any Credit Limit and payment period.

1.5 “Credit Limit” means the maximum aggregate exposure Cobev is willing to permit at a particular time, including invoiced debt, uninvoiced supplies, committed orders and any other amounts Cobev reasonably treats as exposure.

1.6 “Customer” means the business, company, partnership, sole trader, public body or other trade entity to which the Account is opened or in whose name Goods are ordered.

1.7 “Event of Default” has the meaning given in clause 15.

1.8 “Goods” means any goods, products, packaging, containers or related items supplied or agreed to be supplied by Cobev.

1.9 “Guarantor” means any person who gives a guarantee, indemnity or other security in favour of Cobev in relation to the Customer’s obligations.

1.10 “Insolvency Event” means any event described in clause 23.

1.11 “Order” means a request by or for the Customer for the supply of Goods, whether submitted online, by telephone, email, messaging service, purchase order, in person or otherwise.

1.12 “Personal Guarantee” means Cobev’s separate guarantee document, including any guarantee and indemnity executed electronically or in writing.

1.13 “Terms” means these Trade Account Terms and Conditions as amended in accordance with clause 38.

1.14 “Trade Account Application” means Cobev’s application, onboarding or renewal form for a trade or credit account, together with supporting documents.

2. Interpretation

2.1 References to legislation include amendments, replacements and subordinate legislation in force from time to time.

2.2 Headings are for convenience only and do not affect interpretation. “Including” and similar expressions are illustrative and do not limit the preceding words.

2.3 A reference to writing includes email and other durable electronic communication, but not a communication that Cobev reasonably cannot retain or reproduce.

2.4 An obligation not to do something includes an obligation not to permit or assist it to be done.

2.5 Where the Customer comprises more than one person, each is jointly and severally liable.

2.6 Any discretion or opinion reserved to Cobev must be exercised in good faith for a legitimate commercial, credit, compliance or operational purpose.

3. Application and order of precedence

3.1 These Terms apply to every Credit Facility and every supply made through or connected with the Account. They apply in addition to Cobev’s Website Terms of Use and Sale and any other terms expressly incorporated into an Order.

3.2 The Customer accepts these Terms by signing or submitting a Trade Account Application, selecting an online acceptance box, placing an Order after being given access to them, accepting delivery, or otherwise using an approved Credit Facility.

3.3 No terms printed on or referred to in the Customer’s purchase order, portal, email or other document apply unless Cobev expressly agrees to them in writing.

3.4 In the event of inconsistency, the following order applies: (a) a specific written agreement signed by a director of Cobev; (b) an Order confirmation expressly varying these Terms; (c) these Terms; (d) Cobev’s Website Terms of Use and Sale; and (e) any policy incorporated by reference.

3.5 A quotation, price list or forecast is not a variation unless it expressly states which provision of these Terms is varied and is approved in writing by Cobev.

4. Trade-only status and authority

4.1 The Account is available only to persons acting wholly or mainly for business purposes. Cobev does not grant consumer credit or knowingly supply under these Terms to consumers.

4.2 Each person applying for, operating or ordering through the Account warrants that they are at least 18 and authorised to bind the Customer.

4.3 Cobev may rely on instructions and Orders apparently given by a director, proprietor, partner, employee, agent or authorised account user unless Cobev has received and acknowledged written notice withdrawing that authority.

4.4 The Customer is responsible for controlling access to online credentials, approved email addresses, telephone ordering arrangements and any customer-specific codes.

4.5 The Customer remains liable for Orders placed through its Account or by persons appearing to have its authority, except to the extent caused by Cobev’s fraud or failure to use reasonable care after receiving clear notice of compromise.

5. Application for a Trade Account

5.1 Opening or maintaining an Account is subject to Cobev’s approval. Submission of an application does not oblige Cobev to grant credit, accept Orders or give reasons for refusal.

5.2 Cobev may require company registration and VAT details, proof of address, bank information, licences, accounts, management information, identification, ownership details, trade references, a Personal Guarantee or other security.

5.3 Cobev may impose conditions on approval, including a minimum trading period, deposit, direct debit, credit insurance approval, restricted product access, reduced payment period or staged Credit Limit.

5.4 Approval is personal to the Customer entity named in the application. It does not extend to group companies, connected persons, a successor business or a purchaser of the Customer’s assets without Cobev’s written approval.

5.5 Cobev may require a refreshed application or updated documents at any time, including where the Account has been inactive or the Customer’s circumstances have changed.

6. Information, verification and continuing disclosure

6.1 The Customer warrants that all information supplied to Cobev is complete, accurate, not misleading and given with lawful authority.

6.2 The Customer must promptly notify Cobev of any material error or omission and provide corrected information.

6.3 The Customer authorises Cobev to verify information against Companies House, HMRC records available to Cobev, electoral or identity databases, licensing registers, credit-reference data, trade sources and fraud-prevention services.

6.4 The Customer must notify Cobev before or, where impossible, immediately after any change listed in clause 25.

6.5 Failure to provide requested information or consent to a reasonable verification step may result in delayed approval, pro-forma trading, suspension or closure of the Account.

7. Credit assessment and references

7.1 The Customer authorises Cobev to obtain and share credit information for the purposes of assessing, administering, insuring and recovering the Account.

7.2 Cobev may contact trade references, credit insurers, banks where authorised, accountants, professional advisers, public registers and credit-reference agencies.

7.3 Cobev may conduct continuing monitoring and repeat checks without further notice where lawful and reasonably connected with the Credit Facility.

7.4 A favourable reference, score or insurance limit does not oblige Cobev to grant or maintain credit.

7.5 Cobev may take account of group exposure, connected businesses, payment behaviour, disputed debts, County Court judgments, returned payments, adverse filings and any other relevant credit indicator.

8. Grant and nature of credit facilities

8.1 Any Credit Facility is discretionary, revocable and uncommitted. It is not a loan facility and does not oblige Cobev to accept any Order or make any further supply.

8.2 Cobev may at any time require payment in advance, cash on collection, card payment, direct debit, deposit or other cleared funds, whether or not the Customer is within its Credit Limit.

8.3 Credit may be granted per Order, for a defined period or as a continuing facility. Silence or prior course of dealing does not create an entitlement to future credit.

8.4 Cobev may refuse to release Goods while any amount is overdue, any compliance check is incomplete, any Credit Limit would be exceeded, or Cobev reasonably considers payment at risk.

8.5 The Customer must not represent to any person that Cobev is committed to provide a particular level or duration of credit.

9. Credit limits and order controls

9.1 The Customer must ensure that its total exposure does not exceed the Credit Limit.

9.2 Cobev may calculate exposure by reference to all outstanding invoices, accrued interest and charges, Goods dispatched but not invoiced, accepted Orders, pending card reversals and any other reasonably anticipated liability.

9.3 Cobev may increase, reduce, suspend or withdraw a Credit Limit immediately. Where practicable it will notify the Customer, but lack of notice does not prevent the change taking effect.

9.4 Acceptance or fulfilment of an Order above the Credit Limit is not a permanent increase and does not waive any breach.

9.5 Cobev may impose order values, frequency limits, product restrictions, delivery holds or additional approval steps to control exposure.

10. Prices, invoices and account statements

10.1 Prices are those agreed for the relevant Order and are exclusive of VAT and other applicable taxes or duties unless stated otherwise.

10.2 Invoices may be issued electronically. The Customer consents to electronic invoicing and must maintain a valid accounts-payable email address.

10.3 An invoice is not invalid solely because it is issued after delivery or contains a minor clerical error that does not prejudice the Customer.

10.4 The Customer must review invoices and statements promptly and notify Cobev of any alleged discrepancy within 7 days of receipt, giving invoice number, item, quantity, amount and supporting evidence.

10.5 Failure to notify within that period does not extinguish a claim that cannot lawfully be excluded, but may be taken into account when determining whether evidence is sufficient and whether Cobev has been prejudiced.

10.6 A statement is provided for convenience and does not replace the obligation to pay each invoice by its due date.

11. Payment obligations

11.1 The Customer must pay each invoice in full in cleared funds by the due date stated on the invoice or otherwise agreed in writing.

11.2 Unless Cobev expressly agrees otherwise, time for payment is of the essence.

11.3 Payment must be made to the bank account or payment channel notified by Cobev. The Customer must independently verify any purported change of bank details using a known Cobev contact method.

11.4 Payment is not effective until irrevocably received and available to Cobev. The Customer bears bank charges, foreign-exchange costs and deductions imposed by its payment provider.

11.5 Cobev may require direct debit or another payment mandate and may re-present a failed payment where lawful.

11.6 The Customer must not pay Cobev through a third party without identifying the Customer and invoices concerned. Cobev may reject, return or hold unidentified funds pending verification.

12. Disputed invoices and no withholding

12.1 A genuine dispute concerning part of an invoice does not entitle the Customer to withhold the undisputed balance or payment of other invoices.

12.2 The Customer must raise a dispute promptly, in good faith and with enough detail and evidence to permit investigation.

12.3 Except where prohibited by law, the Customer may not withhold, deduct, counterclaim or set off any amount against sums due to Cobev unless Cobev agrees in writing or a final court judgment establishes the amount.

12.4 Cobev may, without admitting liability, issue a credit note or temporary adjustment while investigating. Any rejected adjustment becomes immediately payable.

12.5 A claim relating to shortage, damage, quality, delivery or return must also comply with Cobev’s applicable Returns and Claims Policy or delivery terms.

13. Late payment, interest and compensation

13.1 If a qualifying commercial debt is not paid on time, Cobev may claim statutory interest under the Late Payment of Commercial Debts (Interest) Act 1998 at the applicable rate, running from the day after the relevant payment date until payment.

13.2 Cobev may also claim the applicable fixed compensation and reasonable recovery costs permitted by that Act and associated regulations.

13.3 Where the statutory regime does not apply, Cobev may charge contractual interest at 4% per annum above the Bank of England base rate, calculated daily from the due date until payment, both before and after judgment, subject to applicable law.

13.4 Cobev will not recover twice for the same interest or cost. It may elect the statutory or contractual remedy that lawfully applies.

13.5 The Customer must reimburse charges arising from dishonoured cheques, failed direct debits, card reversals or avoidable payment failures, to the extent reasonable and lawful.

13.6 Acceptance of late or partial payment does not waive Cobev’s rights.

14. Allocation and application of payments

14.1 Cobev may apply any payment, credit, deposit, rebate or other amount against any debt or liability owed by the Customer, in any order Cobev reasonably chooses.

14.2 Cobev may apply sums first to recovery costs, then interest and compensation, then principal, unless law requires otherwise.

14.3 A payment reference or remittance advice supplied by the Customer is a request only and does not bind Cobev.

14.4 Where Cobev accepts a payment stated to be “in full and final settlement”, that wording does not bind Cobev unless a director of Cobev expressly agrees in writing before or at the time of acceptance.

15. Events of Default

15.1 Each of the following is an Event of Default:

·         any invoice or other sum is not paid in full by its due date;

·         the Customer exceeds or is likely to exceed its Credit Limit;

·         the Customer breaches these Terms, an Order, a payment arrangement or any obligation owed to Cobev;

·         information supplied to Cobev is materially false, incomplete or misleading;

·         a payment is dishonoured, reversed, recalled or challenged;

·         the Customer ceases or threatens to cease trading, materially reduces trading, disposes of a substantial part of its assets, or changes business model in a way that increases risk;

·         an Insolvency Event occurs or appears reasonably likely;

·         a judgment, statutory demand, winding-up petition, enforcement process, distress, attachment or similar measure is made or threatened against the Customer or a material asset;

·         a Guarantor dies, loses capacity, revokes or challenges security, becomes insolvent, or the security becomes invalid or materially less valuable;

·         the Customer or a connected person is subject to sanctions, fraud concerns, licence suspension or a material regulatory investigation;

·         Cobev reasonably believes that the Customer may be unable or unwilling to pay when due, based on objective credit or conduct indicators.

15.2 The Customer must notify Cobev immediately upon becoming aware of an Event of Default or circumstances likely to cause one.

16. Consequences of Default and acceleration

16.1 Following an Event of Default, Cobev may, without prejudice to any other right:

·         declare all outstanding sums immediately due and payable, whether or not invoiced or otherwise due;

·         withdraw or reduce credit and require immediate cleared payment;

·         suspend manufacture, picking, dispatch, delivery, collection or release of Goods;

·         cancel any unfulfilled Order or terminate the Account;

·         enforce any Personal Guarantee, indemnity, deposit, lien or other security;

·         exercise retention-of-title and recovery rights;

·         set off sums as permitted by clause 29;

·         refer the debt to solicitors, insurers, collection agents or enforcement providers;

16.2 Cobev is not required to exhaust remedies against the Customer, any Guarantor, Goods or security in any particular order.

16.3 The Customer remains liable for Goods already supplied, committed costs, accrued interest and enforceable recovery expenses.

16.4 Suspension or cancellation by Cobev following Default does not create liability for the Customer’s loss of profit, stock shortage, customer claims or business interruption, except where liability cannot lawfully be excluded.

17. Personal Guarantees and other security

17.1 Cobev may require one or more directors, shareholders, proprietors, partners or other persons to provide a Personal Guarantee or other security before or during the Credit Facility.

17.2 A Personal Guarantee is separate from these Terms and must be interpreted according to its own wording.

17.3 The Customer must not represent that a Guarantor’s liability is capped, temporary or conditional unless the signed guarantee expressly says so.

17.4 Cobev may require replacement or additional security where ownership, control, financial condition, insurance cover or credit exposure changes.

17.5 Release, variation, delay or compromise concerning one security provider does not release the Customer or another security provider except to the extent expressly agreed in writing.

17.6 Nothing in these Terms itself imposes personal liability on a director or employee merely because they sign for the Customer; personal liability arises only under a separate valid guarantee, indemnity or other personal undertaking.

18. Risk in the Goods

18.1 Risk of loss, damage, deterioration and responsibility for insurance passes to the Customer at the time specified in the applicable sale, collection or delivery terms.

18.2 Passing of risk does not transfer title where clause 19 applies.

18.3 After risk passes, the Customer is responsible for safeguarding, insuring, storing and handling the Goods, including restricted or temperature-sensitive products.

18.4 Loss or damage after risk passes does not relieve the Customer from payment.

19. All-monies retention of title

19.1 Title to each item of Goods remains with Cobev until Cobev has received in full, in cleared and irrevocable funds, all sums owed by the Customer to Cobev on any account whatsoever.

19.2 The condition in clause 19.1 is an “all-monies” condition and is not limited to the invoice relating to the particular Goods.

19.3 Until title passes, the Customer possesses the Goods as bailee for Cobev, subject to the right of resale in clause 21.

19.4 Title does not pass merely because the Goods have been delivered, invoiced, incorporated into stock records, placed on the Customer’s premises or insured by the Customer.

19.5 Where the Customer pays all sums due, title passes automatically without further document, subject to any rights Cobev has against a payment later reversed or avoided.

19.6 This clause is intended to reserve title only and not to create a registrable charge. Any provision that would otherwise create a charge shall be interpreted or limited accordingly so far as legally possible.

20. Customer duties while title is retained

20.1 Until title passes, the Customer must:

·         keep the Goods in satisfactory condition and protected from loss, damage, contamination and unauthorised disposal;

·         where reasonably practicable, store them separately from goods owned by others and in a manner that allows identification as Goods supplied by Cobev;

·         retain labels, batch markings, packaging, invoices, stock records and other identifiers relevant to tracing;

·         maintain insurance for their replacement value with a reputable insurer and provide evidence on request;

·         not pledge, charge, grant security over or otherwise encumber them;

·         permit reasonable inspection in accordance with clause 22;

·         notify Cobev immediately if the Goods are seized, threatened with seizure, damaged, destroyed or subject to third-party claims.

20.2 Cobev may require the Customer to provide a current stock list identifying unpaid Goods and their location.

20.3 The Customer must not remove or obscure identifying marks for the purpose of defeating Cobev’s title rights.

21. Resale before title passes

21.1 Unless Cobev withdraws the right, the Customer may resell Goods in the ordinary course of its business before title passes.

21.2 Any resale is made by the Customer as principal and not as Cobev’s agent.

21.3 The Customer’s right of resale ends immediately upon an Event of Default or written notice from Cobev.

21.4 After the right ends, the Customer must not sell, transfer, consume, alter or dispose of Goods still owned by Cobev, except with Cobev’s written consent.

21.5 Cobev does not assert ownership of sale proceeds under this clause. The Customer’s obligation is to pay Cobev in accordance with these Terms.

22. Recovery, inspection and identification of Goods

22.1 If title has not passed and an Event of Default occurs, Cobev may require the Customer to deliver up Goods still owned by Cobev at a time and place reasonably specified.

22.2 The Customer grants Cobev and its authorised agents an irrevocable licence, to the extent legally effective, to enter premises occupied or controlled by the Customer during reasonable hours to inspect or recover identifiable Goods owned by Cobev.

22.3 Cobev will give reasonable notice where circumstances permit, but may act urgently where there is a material risk of removal, disposal, deterioration or enforcement by another creditor.

22.4 Cobev will use reasonable care when entering and recovering Goods and will comply with lawful site-safety requirements notified in advance.

22.5 The Customer must provide access, stock records and reasonable assistance. Cobev is not obliged to recover Goods that are unsafe, materially damaged, expired, inseparably incorporated or not reasonably identifiable.

22.6 Recovery of some Goods does not satisfy the debt unless and until Cobev credits the net amount realised or agreed, after reasonable recovery, storage and resale costs.

22.7 Nothing authorises forced entry or any action prohibited by insolvency law, court order or the rights of a third-party occupier.

23. Insolvency and distress events

23.1 An Insolvency Event occurs if the Customer or a material Guarantor:

·         is unable to pay debts as they fall due, admits inability to pay, or suspends payments;

·         enters or proposes administration, liquidation, bankruptcy, receivership, a company voluntary arrangement, individual voluntary arrangement, restructuring plan, scheme, moratorium or analogous process;

·         has a winding-up or bankruptcy petition, statutory demand, enforcement action, attachment, distress or execution presented, served or levied and not promptly discharged;

·         has a receiver, administrator, liquidator, trustee, monitor or similar office-holder appointed or sought;

·         ceases trading, is struck off, applies for dissolution or takes preparatory steps for any insolvency process;

·         experiences an equivalent event in any jurisdiction.

23.2 The Customer must not place Orders or obtain Goods on credit when it knows or ought reasonably to know it cannot pay in accordance with these Terms.

23.3 Cobev may communicate with an appointed insolvency practitioner and provide account, security, title and transaction information reasonably required to protect its rights.

24. Suspension, cancellation and termination

24.1 Cobev may suspend or withdraw the Credit Facility at any time for a legitimate credit, compliance, operational or commercial reason.

24.2 Cobev may terminate the Account immediately following an Event of Default or on written notice where no Default has occurred.

24.3 The Customer may request closure after paying all sums and completing outstanding obligations. Closure does not cancel accepted Orders or accrued rights unless Cobev agrees.

24.4 Termination or suspension does not affect payment obligations, guarantees, retention of title, recovery costs, confidentiality, data protection, liability provisions or any clause intended to survive.

24.5 Cobev may retain records and information after closure where required for legal, tax, regulatory, insurance, fraud-prevention or debt-recovery purposes.

25. Changes in ownership, control or business circumstances

25.1 The Customer must notify Cobev promptly and, where practicable, at least 14 days before:

·         a change of legal name, trading name, registered office, principal place of business, contact details or bank account;

·         a material change in directors, partners, proprietors, beneficial owners or persons with significant control;

·         a sale, transfer or issue of shares resulting in a change of control;

·         a sale of all or a substantial part of the business or assets;

·         a merger, demerger, restructuring or formation of a new trading entity;

·         loss, suspension or material restriction of a licence needed to buy, store, sell or handle Goods;

·         a material deterioration in financial condition, insurance or credit-insurance support.

25.2 Cobev may treat a change of control or trading entity as requiring a new application and new security.

25.3 The former entity remains liable for debts incurred in its name. A successor does not become the Customer merely by continuing the trade or using the same premises.

26. Customer warranties and undertakings

26.1 The Customer warrants and undertakes that:

·         it is duly formed, validly existing and authorised to enter into and perform these Terms;

·         each Order is for legitimate trade purposes and not for personal consumption as a consumer transaction;

·         it will use and resell Goods lawfully and in accordance with applicable product, labelling, storage, age-restriction and licensing requirements;

·         it will maintain proper accounting, stock and tax records;

·         it will not misrepresent the source, authenticity, condition, duty status or intended market of Goods;

·         it will cooperate with product recalls, traceability exercises and regulatory enquiries;

·         it will not use the Account to obtain Goods for an undisclosed third party where this materially changes credit, licensing or compliance risk.

26.2 The Customer must immediately notify Cobev of any event making a warranty untrue or misleading.

27. Licences, regulated Goods and legal compliance

27.1 The Customer is responsible for holding and maintaining all licences, registrations, approvals and permissions required for its purchase, possession, storage, transport, resale, export or supply of regulated Goods.

27.2 Where Goods include alcohol or other age-restricted products, the Customer must operate lawful age-verification and responsible-retailing procedures.

27.3 Cobev may request copies of licences and may suspend restricted-product supply while verification is pending.

27.4 The Customer must comply with applicable customs, excise, duty-suspension, sanctions, anti-money-laundering, food-safety, product-traceability and environmental requirements relevant to its activities.

27.5 The Customer is responsible for local legal requirements in any destination market unless Cobev expressly agrees in writing to undertake a specific compliance obligation.

28. Fraud prevention, sanctions and anti-bribery

28.1 Cobev may delay, refuse or cancel an Order or payment where reasonably necessary to investigate suspected fraud, identity misuse, sanctions exposure, bribery, money laundering, diversion or other unlawful conduct.

28.2 The Customer must not offer, request or accept an improper payment or advantage in connection with Cobev’s business and must comply with applicable anti-bribery laws.

28.3 The Customer warrants that, to its knowledge after reasonable enquiry, neither it nor any person controlling it is subject to sanctions that would make the transaction unlawful.

28.4 The Customer must provide beneficial-ownership, source-of-funds, end-user, destination and transaction information reasonably requested for compliance purposes.

28.5 Cobev may make reports or disclosures to authorities where required or permitted by law and need not disclose that a report has been made where prohibited.

29. Set-off and Cobev’s rights of combination

29.1 Cobev may set off any matured amount owed by Cobev or a Cobev group company to the Customer against any amount owed by the Customer to Cobev, whether under these Terms or otherwise, to the extent permitted by law.

29.2 Cobev may exercise set-off even where amounts are in different currencies, using a reasonable market conversion rate.

29.3 The Customer has no right of set-off, deduction, withholding or counterclaim except as stated in clause 12.3.

29.4 Set-off is without prejudice to Cobev’s other rights and does not create an obligation to exercise it.

30. Costs of recovery and indemnities

30.1 The Customer must pay Cobev’s reasonable and proportionate costs of recovering overdue sums or enforcing valid rights, to the extent recoverable by law, including solicitor, court, tracing, collection, storage, recovery and enforcement costs.

30.2 This is in addition to statutory fixed compensation and reasonable recovery costs where the late-payment legislation applies, but Cobev will not obtain double recovery.

30.3 The Customer indemnifies Cobev against third-party claims, penalties and losses arising directly from the Customer’s unlawful resale, storage, export, diversion, misdescription or regulatory breach, except to the extent caused by Cobev’s breach, negligence or unlawful act.

30.4 Any indemnity is subject to the duty of the indemnified party to take reasonable steps to mitigate avoidable loss.

31. Liability and exclusions

31.1 Nothing in these Terms limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, breach of title obligations, or any liability that cannot lawfully be limited.

31.2 Subject to clause 31.1, Cobev is not liable under these credit Terms for indirect or consequential loss, loss of profit, revenue, goodwill, anticipated savings, opportunity or business interruption.

31.3 Subject to clause 31.1, Cobev’s aggregate liability arising specifically from administration of the Credit Facility shall not exceed the lower of £25,000 and the net price paid for Goods giving rise to the claim in the 12 months before the event, so far as reasonable under applicable law.

31.4 Nothing in this clause limits any separate liability for defective Goods under the applicable sale terms to the extent it cannot lawfully be excluded.

31.5 Each party must take reasonable steps to mitigate loss.

31.6 The parties acknowledge that these are business-to-business terms and that limitations are intended to satisfy the reasonableness requirements of applicable law, including the Unfair Contract Terms Act 1977.

32. Confidentiality and credit information

32.1 Each party must keep the other’s confidential business information confidential and use it only for the trading relationship, except where disclosure is permitted by this clause.

32.2 Cobev may disclose relevant information to group companies, credit insurers, credit-reference agencies, fraud-prevention services, professional advisers, banks, prospective assignees, debt purchasers, collection agents, logistics providers and authorities, subject to lawful safeguards.

32.3 The Customer may disclose these Terms to its professional advisers and finance providers under obligations of confidentiality.

32.4 Confidentiality does not apply to information already public without breach, lawfully received from a third party, independently developed, or required to be disclosed by law or court order.

32.5 This clause survives closure of the Account.

33. Data protection

33.1 Each party must comply with applicable UK data-protection law in relation to personal data it processes.

33.2 Cobev processes personal data relating to directors, owners, employees, account users and Guarantors for onboarding, account administration, credit assessment, fraud prevention, compliance, supply, marketing where permitted and debt recovery, as further explained in Cobev’s Privacy Policy.

33.3 The Customer must ensure that individuals whose details it provides have been given appropriate privacy information and that the Customer is lawfully permitted to provide those details.

33.4 The Customer must not provide unnecessary special-category data or criminal-offence data unless specifically requested and legally justified.

33.5 A separate data-processing agreement may be required where one party processes personal data solely on the other’s documented instructions.

34. Assignment, subcontracting and transfer

34.1 The Customer may not assign, transfer, charge, subcontract or otherwise dispose of any right or obligation under the Account without Cobev’s prior written consent.

34.2 Cobev may assign or transfer receivables, security or its rights under these Terms to a group company, funder, credit insurer, debt purchaser or business successor, subject to applicable law.

34.3 Cobev may subcontract administrative, delivery, collection, verification and recovery activities, but remains responsible for obligations that it has not validly transferred.

34.4 The Customer must execute reasonable documents needed to perfect a permitted assignment or transfer.

35. Force majeure

35.1 Neither party is liable for delay or failure caused by an event beyond its reasonable control, except that this clause does not excuse the Customer’s obligation to pay for Goods already supplied.

35.2 Events may include natural disaster, epidemic, war, terrorism, civil disturbance, government action, sanctions change, industrial dispute, fire, flood, utility failure, cyber incident, transport disruption or supplier failure beyond reasonable control.

35.3 The affected party must use reasonable efforts to mitigate and resume performance.

35.4 If the event continues for more than 60 days and materially prevents performance of an unfulfilled Order, either party may terminate that affected Order on written notice, without affecting accrued payment rights.

36. Notices

36.1 A notice under these Terms must be in writing and delivered by hand, prepaid first-class post, recognised next-day courier or email to the latest notified address.

36.2 A notice is deemed received: by hand, when left at the address; by post, at 9:00 am on the second Business Day after posting; by courier, on recorded delivery; and by email, at the time of transmission if sent before 5:00 pm on a Business Day, otherwise at 9:00 am on the next Business Day, provided no delivery failure notice is received.

36.3 This clause does not apply to service of court proceedings or documents where procedural rules require another method.

36.4 Operational communications, Orders and invoice queries may be sent through ordinary agreed channels and need not comply with this formal-notice clause.

37. Electronic contracting and signatures

37.1 The parties agree that these Terms, applications, Orders, confirmations and guarantees may be formed, accepted and retained electronically, subject to any legal formality applying to a particular document.

37.2 An electronic signature, typed name, tick-box, one-time code, platform acceptance or other electronic method may evidence intention to be bound where the context and audit record support that intention.

37.3 Cobev may retain electronic records, timestamps, IP information, identity checks and audit trails as evidence.

37.4 The Customer must not permit another person to apply an electronic signature or acceptance without authority.

37.5 Where Cobev requires a document to be executed as a deed or witnessed, the specific execution instructions for that document must be followed; these Terms do not remove those formalities.

38. Variation of Terms and credit arrangements

38.1 Cobev may amend these Terms for legal, regulatory, operational or commercial reasons by giving reasonable notice and making the revised version available to the Customer.

38.2 A change materially adverse to existing credit obligations will not retrospectively alter sums already due, accrued rights or a completed supply unless lawfully agreed.

38.3 Continued use of the Account or placement of an Order after the effective date constitutes acceptance of the revised Terms, provided the Customer was given reasonable notice and an opportunity to stop using the Account.

38.4 Cobev may change a Credit Limit, payment period, security requirement or order control immediately where reasonably necessary to manage credit or compliance risk.

38.5 No employee or agent may otherwise vary these Terms unless authorised in writing by a director of Cobev.

39. Waiver, severance and cumulative rights

39.1 A failure or delay in exercising a right is not a waiver. A waiver is effective only if in writing and only for the specific circumstances stated.

39.2 Rights and remedies are cumulative and do not exclude rights provided by law.

39.3 If a provision is invalid or unenforceable, it shall be deleted or modified to the minimum extent necessary, and the remaining provisions continue in force.

39.4 If a provision would be valid with part removed or limited, it is to apply with that modification so far as legally possible.

40. Entire agreement and non-reliance

40.1 These Terms, the Trade Account Application, any Personal Guarantee, accepted Order and documents incorporated under clause 3 form the entire agreement concerning the Credit Facility.

40.2 Each party acknowledges that it has not relied on a statement or representation not set out in those documents, except that this does not exclude liability for fraud or fraudulent misrepresentation.

40.3 Nothing in this clause prevents correction of an obvious clerical error or reliance on an express written variation validly agreed under clause 38.

41. Third-party rights

41.1 Except for a permitted assignee of Cobev and any Cobev group company expressly given a benefit under clause 29 or 32, a person who is not a party has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce these Terms.

41.2 The parties may vary or terminate these Terms without the consent of any third party.

42. Governing law and jurisdiction

42.1 These Terms and any non-contractual obligations arising from them are governed by the law of England and Wales.

42.2 The courts of England and Wales have exclusive jurisdiction, except that Cobev may seek interim, protective or enforcement relief in any jurisdiction where the Customer, a Guarantor, assets or Goods are located.

42.3 Before starting proceedings, the parties should where appropriate attempt in good faith to resolve the dispute through senior representatives, but this does not prevent urgent debt, insolvency, limitation or protective action.

End of document