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Terms And Conditions  

Victrex Europa GmbH - General Conditions of Sale

Article 1
General

1.1 The following General Conditions of Sale shall form an integral part of each agreement concluded between Victrex Europa GmbH ("Seller") and the customer ("Client").

1.2 The Seller's General Conditions of Sale shall apply also to all subsequent business transactions without any need of express reference thereto or agreement thereon at the conclusion of such transaction.

1.3 Any deviating, opposing or supplementing general terms and conditions of the Client shall not become part of the agreement with the Client, unless the application of such general terms and conditions has been agreed to explicitly and in writing.

1.4 In case of a contradiction between the order form and these General Conditions of Sale, the latter shall prevail.

Article 2
Conclusion of Agreement

2.1 Seller's offers are without engagement. By placing the order for the goods the Client constitutes a binding offer to conclude a contract for the purchase of the ordered goods. Seller may accept Client's offer within two weeks upon receipt of the order. Acceptance of Client's offer may be declared either in writing or by delivering the goods to the Client.

2.2 Orders which the Client places by telephone, e-mail or any other remote means, are established through written confirmation by the Seller.

2.3 The contract shall be established with the terms of a Seller's written order confirmation even if those terms deviate from what was agreed unless the Client informs the Seller in writing within two working days of receipt of the written confirmation that the confirmation is not a correct description of what has been agreed. Such information by the Client shall not be necessary if the deviations are so serious that the Seller, in its reasonably exercised discretion, could not expect the Client's consent.

2.4 The right to technical modifications of the goods and modifications as to shape, colour and/or weight shall be reserved within the bounds of reasonableness. The samples and documents, such as illustrations, drawings, results of analyses, specifications as to weight and size shall only be approximate specifications unless they are explicitly agreed as legally binding. Title and copyright regarding the estimation of costs, drawings and other documents shall remain vested in the Seller, they shall not be disclosed to any third party.

2.5 The conclusion of contract shall be subject to the correct and due delivery to the Seller by Seller's supplier. This shall apply only in case that any non-performance does not lie within Seller's responsibility, in particular in case of a congruent covering agreement with Seller's supplier. Seller shall inform the Client without undue delay about the non-availability of the ordered goods. The consideration shall be refunded without undue delay.

Article 3
Place of Performance - Transfer of Risks

3.1 The present General Conditions of Sale are governed by "Incoterms 2000". In this respect, the Incoterm "DDU" Client (Delivered Duty Unpaid) shall be applicable to the delivery of the products by the Seller.

3.2 The Client is obliged to receive the goods at the agreed location/locations at the time when the Seller delivers them or has them delivered, or at the time when they are provided to him according to the agreement. If the Client is in default with the above obligation, without prejudice to the Seller's right to claim damages for any losses or damages resulting from rescission, the Seller shall be entitled to:

(a) invoice the Client for all costs arising from and in connection with the refusal; the Seller will notably be entitled to place the goods at the Client's risk in a warehouse at the expense of the Client and claim from him the reimbursement of the costs incurred of transport to the warehouse;

(b) claim from the Client the difference in price between the price agreed and the resale price to a third party purchaser.

3.3 The risk of accidental loss of or accidental damage to the goods passes to the Client when the goods are handed over to the Client or a third party indicated by the Client, in case of a sale by dispatch when the goods are handed over to the first carrier. Default of acceptance shall be deemed as delivery/handing over.

3.4 Part-delivery shall be admissible.

Article 4
Dates of Delivery

4.1 Performance periods and deadlines shall only be binding on the Seller if they have been expressly confirmed as such by the Seller in writing.

4.2 If the Seller fails to perform on time, the Client shall set in writing to the Seller a reasonable grace period of minimum two weeks. If the Seller fails to meet such deadline as well the Client shall have the right to rescind the relevant agreement.

4.3 If the Seller fails to perform on time, he shall be liable for damages only in accordance with the provisions set forth in Article 10 below.

Article 5
Prices, invoicing and payment

5.1 The prices are indicated in Euros and are valid as they have been published at the date the Client places an order. The statutory VAT will be added to the prices indicated.

Possible changes in custom duties and taxes that occur upon conclusion of the sales contract shall be for Client's account. The latter further shall bear all costs occurring upon conclusion of the sales contract due to official or statutory charges. If, in accordance with the contractual stipulations, delivery is effected later than 30 days after order confirmation or on Client's call the prices published at the delivery date shall be valid and deemed agreed.

5.2 For the payment for the order the Client can choose any method of payment as prescribed on the invoice.

5.3 If not agreed otherwise, the conditions of payment shall be as follows:

(a) If the client is granted an explicit term of credit the invoice payment shall be made within this term without any deductions unless otherwise agreed. Without the granting of such an explicit credit payment must be made within 14 days after the invoice date with 2 % discount or within 30 days without any deductions.

(b) In case the Client does not effect payment in accordance with the agreed payment terms the Seller shall be entitled to charge default interest at a rate of 8 percentage points above German base rate. The Seller reserves the right to assert further damage claims as well as any other legal claims arising from a default in payment by the Client.

(c) Any case of default with payment shall lead to the Client's liability for Seller's costs arising from the actions taken to recover the outstanding claim and will lead to a payment of an indemnity fixed as a penal clause of 15% of the amount of the unpaid invoice.

(d) In the case of late payment regarding one claim, all outstanding claims of Seller against Client shall fall due immediately and in full amount. The Seller reserves the right to cancel all other orders in process on Client's expenses or to invoice the other orders and hold goods at the Seller's location on the basis that payment terms have been changed to payment before delivery for all other orders.

5.4 Demand for payment shall be admissible in case of part-delivery, too.

5.5 If Seller accepts a bill of exchange this shall not be deemed as payment unless the discharge of the bill. Expenses for discount and bank charges as well as the incurring taxes will be borne by the Client.

5.6 If the Seller makes out a bill of exchange and hands it out to the Client or on Client's instruction to a third party, particularly in context of the so called cheque-bill of exchange-procedure, payment, in particular payment in terms of article 6 of these provisions (retention of title), shall not be deemed to be made unless the discharge of the bill by the drawee, even if the Seller has already received the purchase price through cash, cheque, bank transfer or any other way. Subsection 5.5 sentence 2 of these provisions shall apply mutates mutandis.

5.7 Seller shall not be responsible for the timely and orderly presentation for acceptance, protest or collection of a bill or a cheque.

Article 6
Retention of title

6.1 Notwithstanding delivery and the passing of risk in the goods, or any other provision of these Conditions of Sale the transfer of ownership of the goods delivered to the Client shall occur only upon the full payment of the purchase price, including interest and costs as well as all other sums owed by the Client which are deriving from the business relationship with the Seller.

6.2 The Client shall have the right to dispose of the goods delivered by the Seller only upon processing of the goods and only with reservation of ownership until complete payment of the purchase price and merely within the ordinary course of business. Seller may withdraw the sales authority of the Client through written notice if the Client is in breach of any obligation owed to the Seller, in particular, be in payment default or the Seller becomes aware of other incidents that give rise to doubts about the Client's creditworthiness.

6.3 The Client's right to process the goods delivered shall also be subject to the limitations set out in subsection 6.2 above. The Client shall not acquire title to the fully or partly processed goods; the processing shall be free of charge for Seller's benefit as Manufacturer in the sense of § 950 of the German Civil Code. If Seller should, for whatever reason, lose his rights under the retention of title, then its is hereby agreed between the Seller and the Client that the Seller, hereby accepting the transfer of title, shall acquire title upon processing of the goods and the Client shall remain custodian of the goods which shall be free of charge.

6.4 If the goods in which Seller has retained title shall be inseparably assembled or mixed with goods that are third party property, then Seller shall acquire co-title in the new goods or the mixed stock. The proportion of title shall follow from the proportion of the invoice value of the goods delivered by the Seller under retention of title and the invoice value of the other goods.

6.5 Goods in which Seller shall acquire sole or co-title in accordance with subsection 6.3 and 6.4 shall, like the goods delivered under retention of title according to subsection 6.1 above, be regarded as goods delivered under retention of title in terms of these clauses.

6.6 The Client hereby assigns to the Seller in the amount of the invoice total all claims arising from the resale of the goods delivered under retention of title. Seller hereby accepts this assignment. The Client shall be entitled to collect the claims. Seller reserves the right to collect the claims by itself in case the Client should not duly fulfil his payment obligations and should default.

6.7 Until such time as the title to the goods passes to the Client, the Client shall hold the goods as Seller's fiduciary agent, and shall keep the goods properly stored, protected and insured on the Client's expenses.

6.8 If the Client is in breach of contract, in particular in payment default, then the Seller shall have the right to rescind the contract and shall then be entitled to reclaim all goods delivered under retention of title and the Client shall immediately return to the Seller all goods delivered under retention of title as well as assign to the Seller any repossession claims against any third party in conjunction with such goods.

6.9 If third parties take up steps to pledge or otherwise dispose of the goods delivered under retention of title, the Client shall immediately notify the Seller in order to enable the Seller to seek a court injunction in accordance with Section 771 of the German Code of Civil Procedure. If the Client fails to comply with this obligation he will be held liable for any damages resulting therefrom.

Article 7
Return Shipments

7.1 With the exception of a justified cancellation of the agreement the Client shall not be entitled to return any goods to the Seller without the explicit written consent by the Seller.

Article 8
Right to set-off and Right of retention

8.1 The Client may offset against claims of the Seller only those claims that are undisputed, have been legally established or have been explicitly recognized by the Seller in writing.

8.2 The Client shall only be entitled to assert a right of retention for counterclaims arising from the same agreement that are undisputed, have been legally established or have been explicitly recognized by the Seller in writing.

Article 9
Warranty claims

9.1 The Seller may, at his option, perform the warranty by the removal of the defect or supply replacement goods free from defects.

9.2 The Client shall grant to the Seller that necessary time and opportunity to undertake the rectification of defect or the compensation delivery, which pursuant to Seller's reasonably exercised discretion, appears necessary. Otherwise, the Seller shall be free from any warranty claims. Only in urgent cases of threat to operational safety and for the avoidance of disproportional damages, Client shall have the right to remedy the defect on its own or by third parties and to claim for compensation of costs for such remedy. In such cases the Client is obliged to inform the Seller without undue delay. The same applies in case of Seller's delay with removal of defect.

9.3 If supplementary performance, in particular a removal of defect, is unsuccessful two times the Client shall have the right to claim a price reduction or to choose to rescind the agreement. In case of a minor breach of contract, particularly in case of minor defects, the Client shall not have the right to terminate the agreement by way of rescission.

9.4 The Client is to inspect the goods upon their delivery without undue delay in accordance with Section 377 of the German Commercial Code. In order to maintain its warranty claims any obvious defects of the product shall be notified in writing to the Seller within 14 days from delivery. This deadline shall be deemed met if the notification has been mailed in time.

In case of non-obvious defects the Client shall likewise notify the Seller without undue delay, at the latest within 14 days from detection of the defect.

The burden of proof regarding all prerequisites for the warranty claim, in particular for the defect, the time of detection of defect and for information about the defect within due time, rests with the Client.

9.5 If the Client, with regard to a defect as to quality or defect of title upon twice-unsuccessful supplementary performance, chooses to rescind the agreement, the Client shall not be entitled to additional claims for damages arising from the defect.

If the Client upon unsuccessful supplementary performance claims for damages, the goods remain with the Client if this is reasonable to the Client and if the Seller does not claim the return of the goods. In case the goods remain with the Client the claim for damages shall be restricted to the difference between the purchase price and the value of the defective goods.

This shall not apply if the Seller has fraudulently caused the breach of contract.

9.6 Only the product description of the Seller shall be deemed stipulated specifications of the sold goods. Public statements, announcements or advertisements by the Seller shall not be deemed stipulated specifications of the sold products.

The Seller makes, in particular, no representations and gives no warranties or undertakings (i) as to the suitability of the goods for use in the manufacture of products by Client or any other application or (ii) as to the ownership, validity or subsistence of any intellectual property that may subsist in the goods or in any application or use thereof. It shall be the sole responsibility of the Client to determine the suitability of the goods for use in the manufacture of products by Client or any other application and any use that the Client may make of the goods is at the Client's own risk.

9.7 Client shall not be provided with guarantees in a legal sense unless explicitly stated in an individually agreed contract.

Any separate agreed guarantee as regards quality, composition, application, characteristics, durability shall only be legally valid if agreed in writing. A guarantee shall expire immediately if the Client without the prior written consent by the Seller modifies the goods in a manner not complying with the processing guidelines of the Seller before the separately stipulated period of guarantee has elapsed.

9.8 Claims of the Client due to a defect of the goods shall become statute-barred within one year from the statutory commencement date of the limitation period.

Article 10
Limitation of Liability

10.1 Seller has unlimited liability in cases of wilful intent or gross negligence. Seller also has unlimited liability in the event of a negligent breach of duty if this concerns claims based on injury to life, limb or health.

10.2 In other respects, Seller shall only be liable in case of slight negligence if an essential obligation under the agreement has been violated. In this event, Seller's liability shall be limited to a maximum amount which equals the purchase price paid by the Client for the delivery concerned and, moreover, in any event to such damage that could reasonably have been foreseen when the agreement was concluded. In case of slight negligence the Seller shall not be liable for late delivery.

10.3 The liability of the Seller pursuant to the provisions of the German Product Liability Act, based on malice or under a guarantee remains unaffected.

Article 11
Export Sales

11.1 Client acknowledges that the export of goods and any associated technology may be subject to EU export control regulations as may be amended from time to time. Client agrees that as a condition of Seller's acceptance of any order that (i) the goods and any associated technology will not be used for purposes associated with any chemical, biological, nuclear weapons or missiles capable of delivering such weapons, or in support of any terrorist activity and (ii) the goods and any associated technology will not be re-sold if it is known or suspected that they are intended to be used for such purposes. In the event that Seller is not able to obtain any requisite governmental licence, consent or permit or other authorisation in fulfilment of any order hereto, Seller shall not be liable to Client or others in respect of any bond or guarantee or for any loss, damage or other resultant financial penalty.

Article 12
Use of Trade Mark

12.1 If goods delivered by the Seller which are combined with Seller's trade mark or trade designation are processed the use of the trade mark or trade designation in connection with the processed item shall only be admissible with the Seller's written consent. This shall apply to all stages of processing. The consent of the Seller requires the compliance with the prerequisites under trade mark law and above all the processing in a manner approved by the Seller.

Article 13
Package

13.1 The package of the delivered goods may only be re-used for business purposes when the Seller's company logo and company name as well as the identification of goods has been removed.

Article 14
Transfer of Rights and Obligations

14.1 Seller shall at all times be entitled to transfer his rights and obligations under any agreement with the Client to a reliable third party. Client shall provide the Seller with any cooperation if Seller makes use of such right.

Article 15
Modification of Agreements

15.1 In order to be legally valid, any amendments or additions to any agreement between the Client and the Seller shall be made in writing. A discharge from this writing requirement by oral agreement shall be invalid.

Article 16
Miscellaneous

16.1 The contractual relations between the parties shall be subject to the laws of the Federal Republic of Germany, to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

16.2 If Client is a merchant, public law entity, separate estate under public law in terms of Section 38 German Civil Code, exclusive place of venue for all disputes arising out or in connection with the contractual relationships between the parties shall be the seat of the Seller (currently: Hofheim/Taunus, Germany). The same shall apply in case the Client at the time legal action is initiated does not have a domestic general place of jurisdiction. The Seller shall be entitled to sue the Client also at the latter's general place of jurisdiction.

16.3 Should all or part of any provision of an agreement between the Seller and the Client, excluding these General Conditions of Sale, be or become legally invalid, this shall not affect the validity of the remaining provisions. In such an event, the invalid provision shall be deemed replaced by a legally permissible provision which is compatible with the other provisions hereof and which comes as close as possible to the business intentions of the parties.

16.4 In cases of contradictions between the German and the English version of these General Conditions of Sale the German version shall prevail.

Victrex Manufacturing Limited - General Conditions of Sale

1. DEFINITIONS -In these Conditions:"Buyer" means a person, firm or company to whom the Supplier is to supply Materials pursuant to an order; "Conditions" means these standard terms and conditions of sale;

"Contract" means any contract for the sale of Materials by the Supplier to the Buyer; "Materials" means goods and/or materials including Victrex® PEEK polymer specified in an order which the Supplier supplies to a Buyer pursuant to a Contract; "Supplier" means Victrex Manufacturing Limited and/or its affiliated companies.

2. APPLICATION -These Conditions shall govern and be incorporated in every Contract made by or on behalf of Supplier with a Buyer and unless otherwise agreed in writing between Supplier and Buyer shall prevail over any terms and conditions contained or referred to in any documentation submitted by the Buyer or in correspondence or elsewhere or implied by trade custom, practice or course of dealing.

3. ORDERS, DELIVERY AND RISK - Unless otherwise agreed in writing between Supplier and Buyer, Buyer shall place orders for Materials in bulk with a lead time of at least fourteen (14) days and each order shall be in full unit quantities and shall be for not less than a minimum quantity of 25 kilograms. Supplier shall, as soon as reasonably practicable after receipt of an order, notify Buyer of whether it accepts such order and the anticipated delivery date for that order. Each order which is so accepted shall constitute an individually binding Contract.

All Materials delivered to Buyer shall be CIP (Incoterms 2000) at the Buyer's named delivery point and upon delivery to the proper carrier, title and risk of loss and delay shall pass to Buyer. Upon receipt of each consignment of Materials sold hereunder, Buyer shall examine such Materials for any damage, defects or shortage. All claims for rejected Materials including claims for alleged damaged or defective Materials, shortage or non-deliverance of Materials, negligence or any other cause whatsoever, shall be deemed waived unless made in writing immediately on Buyer's discovery of such lack of conformity, including full details of the reason for such rejection and in any event no later than 30 days after delivery of the consignment. If Buyer fails to give such notice of rejection, it shall be deemed to have accepted the delivery in full.

Risk in Materials passes from Supplier to Buyer on delivery as provided in this Condition. Notwithstanding delivery and passing of risk, Materials will remain the property of Supplier until Buyer pays to Supplier the price payable for the Materials (together with any accrued interest) and until no further sums whatever are due from Buyer to Supplier in respect of the Materials. From delivery until property in the Materials passes to Buyer, Buyer should insure the Materials for full value. Buyer shall hold the proceeds of any claim on the insurance policy on trust for Supplier and shall immediately account to Supplier for any proceeds.

4. PRICE AND PAYMENT -The price for the Materials shall be as agreed between Supplier and Buyer. Supplier shall, on the date of despatch of a consignment of the Materials, invoice Buyer for that consignment. Buyer shall pay each invoice in full in accordance with the payment terms as set out on the invoice. Time shall be of the essence for payment of invoices. Interest is payable on overdue amounts at the rate of 1% over Barclays Bank plc base rate from time to time to run from the due date for payment until receipt by Supplier of the full amount (including any accrued interest) whether before or after judgment. Supplier may suspend the supply of Materials to Buyer where any amounts are overdue in respect of an order until all such amounts have been paid. All sums payable in respect of an order shall be payable in full by Buyer without deduction of any kind, whether by way of set-off, counterclaim or otherwise howsoever. Buyer shall not be entitled to set-off an amount owing or alleged to be owing to it by Supplier against amounts owing by it to Supplier.

5. EXPORT SALES -Buyer acknowledges that the export of Materials and any associated technology, including intellectual property as further described in Condition 7, may be subject to UK and/or Hong Kong export control regulations as may be amended from time to time. Buyer agrees that as a condition of Supplier's acceptance of any order and therefore any Contract made under these Conditions, that (i) the Materials and any associated technology will not be used for purposes associated with any chemical, biological, nuclear weapons or missiles capable of delivering such weapons, or in support of any terrorist activity and (ii) the Materials and any associated technology will not be re-sold if it is known or suspected that they are intended to be used for such purposes. In the event that Supplier is not able to obtain any requisite governmental licence, consent or permit or other authorisation in fulfilment of any order or Contract hereto, Supplier shall not be liable to Buyer or others in respect of any bond or guarantee or for any loss, damage or other resultant financial penalty.

6. WARRANTY AND LIABILITY - Supplier warrants that the Materials will, when delivered, comply with Supplier's standard specification applicable at the time of manufacture. Supplier is not liable for any defect in the Materials unless it is notified to Supplier within the time period provided in Condition 3. If Supplier is liable for breach of warranty under this Condition, Supplier's only obligation is, at its option, to (i) replace or repair any quantity of the Materials which is damaged or defective; or (ii) refund to Buyer the amount paid by Buyer for the quantity of the Materials the subject of the claim, together with the relevant transportation costs.

Supplier makes no representations and gives no warranties or undertakings (i) as to the suitability or otherwise of the Materials for use in the manufacture of products by Buyer or any other application or (ii) as to the ownership, validity or subsistence of any intellectual property that may subsist in the Materials or in any application or use thereof. It shall be the sole responsibility of Buyer to determine the suitability of the Materials for use in the manufacture of products by Buyer or any other application and any use that Buyer may make of the Materials is at Buyer's own risk.

Supplier has not and will not participate in the design, manufacture, sale or distribution of any of Buyer's products. Supplier makes no representations and gives no warranties or undertakings to or for the benefit of the Buyer''s customers or agents.

Supplier is not liable for any defect in the Materials caused by fair wear and tear, abnormal or unsuitable conditions of storage or use after delivery, or an act, omission or default of the Buyer or a third party. Supplier is not liable to the Buyer for loss of revenues, loss of contracts or loss of profits, whether direct, indirect or consequential loss, nor for any indirect or consequential loss and whether arising from negligence, breach of contract or otherwise howsoever.

The entire liability of Supplier under or in connection with the supply of the Materials is limited, in respect of each event or series of connected events, to an amount equal to the cost of the defective or damaged quantity of the Materials which gives rise to such liability as determined by the net price invoiced to Buyer. Except as set out in this Condition, all conditions, warranties and representations, express or implied by (i) statute, (ii) common law or (iii) otherwise, in relation to (a) the Materials or (b) any intellectual property that may subsist in the Materials or in any use or application thereof are excluded to the fullest extent permitted by law. Nothing in these conditions shall exclude or limit a party's liability for fraud or any other matter, if and to the extent that under English Law, liability for it cannot be excluded, restricted or limited in the context of this Agreement. The invalidity, illegality or unenforceability of any part of this Condition does not affect or impair the continuation in force of the remainder of this Condition.

7. INTELLECTUAL PROPERTY - All intellectual property (including but not limited to patents, trade marks, service marks, rights in designs, copyrights, database rights (whether or not any of these is registered and including applications for registration of the foregoing) and all rights and forms of protection of a similar nature or which have equivalent or similar effect to any of the foregoing which may subsist anywhere in the world) rights in or to the Materials which vest in Supplier shall remain vested in Supplier. Buyer acknowledges that these Conditions or any Contract do not operate to vest in Buyer any right, title or interest in or to any such rights. Buyer shall not at any time assert any rights in the goodwill attaching to any of Supplier's trademarks, and all such rights shall vest in and enure exclusively for the benefit of Supplier. If Buyer challenges the validity of Supplier's rights in or to, or the validity of any of Supplier's trademarks (or any applications or registrations thereof) or any other intellectual property of Supplier, then Supplier shall be entitled to terminate an order or Contract immediately.

8. FORCE MAJEURE - If Supplier is prevented, hindered or delayed from or in supplying Materials by an event or circumstance beyond the reasonable control of Supplier including, without limitation, strikes, lockouts and other industrial disputes relating to Supplier's workforce, accidents, act of God, war, riot, civil commotion, malicious damage, compliance with a law or governmental order, rule, regulation or direction, reductions in or unavailability of power at manufacturing plant, breakdown of plant or machinery, or shortage or unavailability of raw materials from normal sources or routes of supply; Supplier may, at its option and without any liability for any loss or damage suffered by Buyer (a) suspend deliveries while the Force Majeure Event (or its effects)continues (or continue); or (b) terminate any order or Contract so affected with immediate effect by written notice to Buyer.

9. REMEDIES AND WAIVERS - No delay or omission by either party in exercising any right, power or remedy provided by law or under these Conditions shall (a) affect that right, power or remedy; or (b) operate as a waiver of it. The single or partial exercise of any right, power or remedy provided by law or under these Conditions shall not preclude any other or further exercise of it or the exercise of any other right, power or remedy. The rights, powers and remedies provided in these conditions are cumulative and not exclusive of any rights, powers and remedies provided by law.

10. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999 - Supplier and Buyer do not intend that these Conditions or any Contract made under them should be enforceable, by virtue of the Contracts (Rights of Third Parties) Act 1999, by any person other than Supplier and Buyer.

11. NO PARTNERSHIP - Nothing in these Conditions and no action taken by the parties pursuant to these Conditions and any Contract made under them shall constitute a partnership, association, joint venture or other co-operative entity between the parties.

12. GOVERNING LAW - These Conditions and any Contract made under them are governed by, and shall be construed in accordance with, English law. The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with these Conditions or any Contract made under them. Any proceeding, suit or action arising out of or in connection with these Conditions and any Contract made under them shall be brought in the English courts.

Victrex Manufacturing Limited, registered in England and Wales, company number 2845018, registered office: Victrex Technology Centre, Hillhouse International, Thornton Cleveleys, Lancashire, FY5 4QD

Victrex plc, registered in England and Wales, company number 2793780, registered office: Victrex Technology Centre, Hillhouse International, Thornton Cleveleys, Lancashire, FY5 4QD

VAT registration number GB 604 7825 39