1. Who We Are
1.1 These are the Terms and Conditions of Sale for Sigma Pharmaceuticals Plc (“we”, “us”, “Sigma”). We are a company registered in England and Wales, with company number 01561802 and with our registered office at 5th Floor Watson House, 54-60 Baker Street, London, W1U 7BU. Our principal office is at HD House, Colonial Way, North Watford, Hertfordshire, WD24 4BB. By placing an order with us, you will be entering into an agreement with this entity.
1.2 These terms and conditions apply to all trading between us and to our supply of all of the products we sell, to the exclusion of any other written or implied terms and conditions, unless we both enter into a separate longer-form Supply Agreement. These terms set out what each of us expects from each other, and they also give you helpful info on how we work and operate.
2. What We Do and How We Do It
2.1 Here at Sigma, we manufacture and supply pharmaceutical products to retailers under these terms and conditions. By placing an order with us for any of the products that we supply, you agree to obtain, pay for and at all times maintain and comply with any and all necessary or desirable licences, authorisations (including manufacturing and marketing authorisations), approvals, consents, permissions and certificates of origin required for the use, sale, supply, storage and transportation of the products you order. You will also conform to any applicable licenses that may be in place in respect of that product.
2.2 In the sourcing and supply of all our products, we will obtain and at all times maintain and comply with and conform to, all necessary or desirable licences, authorisations (including manufacturing and marketing authorisations), approvals, consents, permissions and certificates of origin required for the manufacturing, storage, sale and supply of our products. We will also observe all applicable laws, regulations, byelaws and codes of practice in respect of manufacture, sale, supply, export, storage, packaging, labelling and transportation of products from us to you
2.3 As at delivery, every product supplied by us shall be undamaged, free from material defects, conform to our marketing authorisation for that product in the UK, meet the description of that product (by strength and pack size) that is set out in invoice or confirmed by us to you in writing for that Product, and shall have a minimum shelf life of at least six months from the date of delivery (unless we inform you in writing of a shorter shelf-life). But all other warranties, whether express or implied by statute, common law or otherwise, are excluded to the fullest extent permitted by law in respect of the Products.
2.4 Given the medical nature of our products, we cannot give any warranty as regards the fitness of any of our products for a particular illness, treatment, purpose or use. We also can’t be held responsible for any liability for providing Products to the extent that liability is caused by us meeting or complying with any instructions or requirements from you.
2.5 Also, without prejudice to Clause 2.2, all Sigma’s sales or marketing materials, or other documents, materials or particulars (including its catalogues, trade literature, brochures, quotations, price lists or website) furnished by us prior to any order, either in writing or made orally, are given for general information purposes only and you acknowledge that you are not entering into a trading arrangement with us in reliance upon any such materials or other particular. You also accept that the Products may also look different to their representation in any such materials or particulars.
2.6 No trading between us shall constitute a sale by sample, unless otherwise expressly agreed between us in writing.
3. Ordering From Us
3.1 Orders should be placed with us either orally or in writing (including electronically through such medium as is permitted or made available by us, unless we require the Order to be in a particular form (in which case you shall ensure that the Order is in that form). Unless otherwise agreed between us, any Order for an Export Delivery must be in writing in order to be valid.
3.2 In placing an order with us, you need to ensure that the Order contains your correct trading identity and contact details, full details of the products you want us to supply to you, the quantity of those products that you want to order, and the delivery location (which must meet our delivery location requirements as set out in clause 4.2). If we have previously provided you with a quotation for those products detailing the Products that Sigma is willing in principle to supply to you for a particular order, you must also ensure that the order is placed on the same terms and within any parameters set out in that quotation. It is your responsibility to ensure that all information supplied to us in an order is complete and accurate, and that the Order will meets your particular requirements.
3.3 Subject to any cancellation or rejection of your order by under clause 3.4 below and unless we have informed you in writing of a contrary method of acceptance of your order, each of us shall become legally bound by these terms and conditions on us receiving your order and sending it our operations department for picking, packing and despatch to you.
3.4 We may have to cancel or reject your order if the relevant Products are not in stock (with the required shelf-life in accordance with this Contract) or need to be restricted by Sigma (in its absolute discretion) due to a shortage of supply or for an Event of Force Majeure (as defined in clause 9 below). If that is the case, we shall notify you as soon as possible of both the cancellation or rejection, and the reason for it. Provided that we have notified you of the cancellation or rejection of your order prior to delivery, we shall have no liability to you in respect of that cancellation or rejection. However, you may place a subsequent order (which, if accepted, will be a new separate contract between us) if any cancellation or termination is due to a shortage or supply restriction.
3.5 Accepted orders can only be varied or changed if agreed in writing by authorised representatives of both you and us.
4. Receiving your products
4.1 Timing: Sigma aims to deliver products as standard within one Service Day of the order being accepted, with such delivery taking place between 9am and 5pm on a Service Day, a Service Day meaning any day other than (a) a Sunday, or (b) a day which is a bank holiday in England (as set out on www.gov.uk/bank-holidays for bank holidays in England), or (c) Christmas Day, Boxing Day or New Year’s Day, or (d) a day when the Customer is not open for business (“Service Day”). However, we may need to vary this standard delivery period at peak times, or in the case of deliveries to remote areas. We also need to delay any delivery if we do not feel confident that we can maintain the temperature conditions within acceptable limits during the transport of the products, in which case Sigma shall deliver the products to as soon as reasonably practicable.
4.2 Delivery Locations: As we supply pharmaceutical products, we are only able to deliver products to sites in the UK, Isle of Man or the Channel Islands that are registered with a regulatory body (such as MHRA, GPhC, CQC, GMC, GDC, RCVS or NMC) and/or a local authority. We cannot deliver to unregistered unregulated sites in the UK. Subject to your location complying with these requirements, we shall deliver the Products to the designated delivery address as set out in your order.
4.3 Delivery Basis: Sigma will deliver to you as standard, although delivery on an ex works basis from our fulfilment centre can be arranged (at your expense) on an exception basis only with prior approval. Where the destination of the Products for Customer under this Contract is for an Export Delivery of the Products to a location outside the UK but within the EEA, Sigma shall deliver the Products ex works (Incoterms 2010) at Sigma’s normal location for despatch of the Products in the UK. Where the destination is outside the EEA, Sigma shall deliver the Products FCA (Incoterms 2010) at Customer’s courier location within England. If there is any conflict between the provisions of Incoterms 2010 and this Contract, these terms and conditions shall prevail. Unless we have agreed to deliver your products on an ex works or FCA basis, we shall arrange for carriage to the point of delivery and may use a third-party carrier selected by Sigma for those purposes.
4.4 Delivery costs: unless otherwise agreed in writing between us, we shall charge you for the costs of any delivery (whether using our own drivers or a third party carrier) at our then standard rates unless (for UK Deliveries only) the total Price of the Products for the UK Delivery exceeds Sigma’s free delivery threshold from time to time (currently £150 excluding VAT) per UK Delivery to an independent retail pharmacy or hospital or dispensing doctor, or £750 (excluding VAT) per UK Delivery to anyone else), in which event no delivery charge shall apply. If you are an independent retail pharmacy, hospital or dispensing doctor and you have placed an Order for a UK Delivery that is lower than Sigma’s current free delivery threshold, we shall try to delay the delivery of that Order until our order cut-off time on that Service Day to give you an opportunity to place a further Order to enable that threshold to be reached. We shall invoice you for any applicable delivery charges at the same time as invoicing for the Products.
4.5 Where we deliver the Products to your nominated premises, you agree to provide our delivery vehicle with reasonable access to park and deliver, and give us sufficient notice of all reasonable arrangements needed to make the delivery. We will offload the Products at the nearest entrance to the delivery address and at ground floor level only. You will then be responsible first for inspecting the products and packaging for any obvious damage (including breakages), and then for getting the Products from that point to any other part of the delivery address or destination.
4.6 Upon receipt of the Products from us, you shall sign and stamp a delivery note and other documentation, or shall require your courier or other agent to do so, making a note of any obvious damage if applicable. The signing or stamping of any such documentation shall be evidence that we have delivered the Products to you, undamaged, and in the quantities stipulated in the delivery documentation. We shall not have any liability to you for any obvious loss or damage on delivery unless you inform us and provide us with full details in writing within five Service Days of delivery.
4.7 While we will try to avoid this, we may at times need to supply products with modifications or improvements incorporated into them or supply products with a substituted brand. We may also deliver and provide the products you have ordered in instalments and, should that happen, we may invoice you separately for each instalment.
4.8 We will package all products in materials and packaging that is reasonably suitable for the anticipated transport conditions so that the products are not damaged or contaminated on arrival. All products will have leaflets and labels in English. You will be responsible for carrying out any re-labelling or re-packaging necessary under all applicable laws, regulations, byelaws and codes of practice relating to your use of the products. If you would like a special request for packaging, please contact your Sigma sales representative to see if this is possible. If we are able to meet your request, you shall be required to pay us all additional costs we incur to meet that request.
4.9 Any delay, default or non-delivery of any instalment by us shall not entitle you to cancel or terminate, and shall not affect, the remainder of the applicable order or contract (although any other remedies or rights you may have accrued shall remain available to you).
4.10 On delivery of the products to you, you will be responsible for storing, transporting, applying and using the products in accordance with all applicable laws, regulations, byelaws and codes of practice, as well as Sigma’s (or the manufacturer’s) instructions or requirements, and for keeping all inventory, stocks and supplies of Products in conditions appropriate for their storage (including, where applicable, temperature controlled) and to avoid deterioration and contamination.
5. When title and risk in the Products transfers to you
5.1 All risk in the Products shall pass to you upon delivery, unless delivery has been delayed due to a failure by you to comply with your obligations under these terms and conditions, in which case risk shall pass at the date when delivery would have occurred but for that delay.
5.2 Notwithstanding delivery, title to and ownership of the Products shall not pass you until Sigma has received payment in full in cleared funds of all sums due to it in respect of those Products and all other sums which are or which become due to Sigma from Customer on any account (“Payment”).
5.3 Until Payment, you must:
5.3.1 hold the Products on a fiduciary basis as Sigma’s bailee;
5.3.3 maintain the Products in good, saleable condition;
5.3.4 not destroy, deface or obscure any identifying mark or packaging on or relating to the Products;
5.3.5 keep an up-to-date list of the location of the products and present this to us on request; and
5.3.6 keep the Products fully insured on Sigma’s behalf with a reputable insurance company for their full price against all risks of loss or damage from the time when the risk passes to you until title passes to you in accordance with this clause. On request, you shall provide us with a copy of the policy
5.3 Prior to Payment, you may resell the Products solely in the ordinary course of your business and at full market value, provided that any such sale shall be a sale of Sigma’s property on your own behalf and you shall deal as principal when making such a sale. Should you resell the Products, please note that you will still be responsible for paying to us the full value of the Payment, although if we so require, you will authorise and direct such third-party buyer to pay us the proportionate part of the sum due to you from them in respect of the Products sold, and to assign to us such part of the debt owed to Customer by the third party.
5.4 At any time until title passes under this Clause, we may recover possession of any of the Products which are the property of Sigma. To facilitate that, you agree, as soon as reasonably practicable and in any event within three days our request, to either deliver to our warehouse or make available to us for collection from a single accessible collection point, in each case at your cost given that the Payment will still be outstanding. You agree to grant to us and our agents, staff, officers, employees and contractors a licence to enter for the purpose of recovering possession of the Products from any of your or your customer’s premises at which the Products are kept.
5.5 On termination or expiry of any order, contract or trading relationship between us, howsoever arising, Sigma’s rights contained in this Clause shall remain in effect.
6. Our Prices and How You Pay Us
6.1 Sigma shall supply the products detailed in an accepted order in consideration for the payment by you of the price for the supply by us of the Products as quoted and agreed by us at the time of Order (or if no such price or basis is agreed, Sigma’s current standard price for the Products at the date of the Order, which may be an updated price since any previous order you have placed) (the “Price”), along with any other sums due under these terms and conditions.
6.2 The Price and any other sums due under these terms and conditions are exclusive of any value added tax or other sales, import and export duties or taxes (if applicable) which shall be payable in addition at the same time as payment of the Price and other sums due.
6.3 Unless otherwise stipulated in any quotation from us or otherwise agreed between us and you in writing, we will issue an invoice to you for the Price (or the relevant part) and other sums due in connection with the Price prior to delivery of the Products, and, subject to clause 6.4 below, you agree to pay us within 30 days of the date of invoice. If and for as long as you are a member of any buying group with whom Sigma has a special relationship from time to time, you shall pay us within the payment terms that we have agreed with that buying group.
6.4 Our extension to you of any credit payment terms (including those set out in clause 6.3 above) is conditional on you complying in full with these terms and conditions. In the event that you breach these terms and conditions in any way, we shall be entitled at our discretion to remove those credit payment terms from you and insist upon payment by you in full prior to the delivery by us of any Products you may order. (Please also note that the provisions of clause 6.9 will also apply in the event that the breach relates to the late payment by you of any part of any monies due to us under these terms and conditions). In certain circumstances, we may also agree to extend additional credit to you. If we do extend additional credit to you, that extension of additional credit is only formal once it has been confirmed by us in writing, and we may update, change or remove that additional credit limit with immediate effect by informing you in writing from time to time
6.5 We reserve the right to delay delivery of an Order (or cancel it completely) if either the amount owing by you to Sigma under all contracts and orders between us exceeds any credit limit extended by Sigma to you from time to time, or if any payment due from Customer to Sigma has not yet been made.
6.6 At Sigma, we accept payment by electronic bank transfer, or direct debit instruction or any other payment method reasonably stipulated by us. However, we do not accept payment in cash. Please note that where Sigma experiences an unpaid or failed direct debit request, from you, we will charge you £25 per instance given the work that requires from our Finance Department.
6.7 Payment shall be in the currency in force in England from time to time, and shall be made by you without any set-off, deduction or withholding whatsoever. Payment shall be deemed to have been made only when we have received cleared funds in full.
6.8 We are very aware of the prospect of fraud arising from a supplier supposedly changing its payment details. As a result, if you receive any communication purporting to be from Sigma explaining where you should make payment or seeking to change the basis on which you pay us, you agree that, before making payment, you will take all reasonable steps to verify with your usual contacts at Sigma that the account payment instruction is genuinely from us.
6.9 If you are late in paying any part of any monies due to us under these terms and conditions or any other contract between us, we may (without prejudice to any other right or remedy available to it whether under these terms and conditions or by any statute, regulation or bye-law) do any or all of the following:
6.9.1 charge interest and claim other costs on the amount due but unpaid as permitted under the Late Payment of Commercial Debts (Interest) Act 1998 from the due date until payment (after as well as before judgment), such interest to run from day to day and to be compounded monthly;
6.9.2 suspend the performance of this Contract and any other contract between the Parties until Sigma has been paid in full; and
6.9.3 sell or otherwise dispose of any Products which are the subject of any Order, whether or not appropriated thereto, and apply the proceeds of sale to the overdue payment; and
6.9.4 request that you provide us with a direct debit mandate, or that a deposit is taken before we will accept future Orders.
6.10 We are happy to provide you on request with a statement of your account with us.
7. If There Are Any Product Quality Concerns
7.1 In the unfortunate event that you find that any delivered Products do not conform with the warranty set out in clause 2.2 above, then, subject only to Clause 7.2 below, we will, at our sole option and within a reasonable time, either replace or repay or provide a credit note in respect of an appropriate portion of the purchase price paid for the delivered Products which are not in conformance with that warranty.
7.2 Our liability to you for defective or damaged Products is subject to:
7.2.1 You informing us in writing of any claim promptly upon discovery of the defect or damage and in any event within one Service Day of discovery for anything that involves potential danger to health or for Products that are refrigerated lines or require temperature controlled storage, or within five Service Days of discovery in any other instance. In each case, you will specify with reasonable detail the way in which it is alleged that the Products do not conform to this Contract;
7.2.2 You also providing us with the quantity and full description of the Products affected, our invoice number in respect of those products, and such other information and documentation as we reasonably require;
7.2.3 You demonstrating to our reasonable satisfaction that the defect or damage is solely attributable to Sigma’s (or Sigma’s subcontractors’) defective materials or workmanship and not: (a) from normal use; or (b) any acts or omissions by anyone after their delivery by Sigma (including your acts and omissions as well as the acts or omissions of any carrier you may use);
7.2.4 You allowing us to take all control over decisions in respect of dealing with the issue;
7.2.5 You holding the alleged defective or damaged products safely and securely in good condition;
7.2 You allowing us (or our representatives) the opportunity to have access to and inspect the alleged defective or damaged products;
7.2 You having paid Sigma on time and in full for those products; and
7.2 if and to the extent we so request, you returning such products, carefully packed to avoid damage in transit, to our warehouse premises or such other location as we may stipulate carriage and insurance paid at your risk, and or at our option, enabling us to collect such products from you.
7.3 If you makes a claim under the warranty which turns out to be invalid, please note that we will charge you for the fees and costs we incur in examining, testing, storing and replacing the Products and dealing with the claim and removing and delivering the Products.
7.4 In the unlikely event that a recall of a product may be required due to hidden defects and/or severe adverse reaction, you will provide us with all reasonable assistance in accordance with our reasonable requirements and, subject always to the limitations on liability set out in clause 11, we shall reimburse you for the quantities of the product recalled, together with any other reasonable costs and losses you may incur in sending the Products back. This is subject to you handing over full control and management of the Product recall to us and complying with our reasonable requirements.
8. Returns of Products
8.1 As standard policy, Sigma does not generally accept returns of ordered Products other than for quality issues.
8.2 At our absolute discretion, we may decide to accept discretionary returns of certain Products, subject to you first paying us a re-stocking or cancellation fee and subject to any conditions that we may stipulate, and provided that the returned Products have not been damaged, modified or in any way changed or altered after Sigma’s delivery. Please note that we are not in any circumstances able to accept or allow a return of Products that are specials, Controlled Drugs or refrigerated lines or require temperature controlled storage, or for Products marked as non-returnable at the time of order.
8.3 Where we do decide to accept a discretionary return, we will give you an ARN, and you will ensure you write that ARN on the returns slip. Failure to write the ARN on any discretionary return will result in the Products being sent back to you.
8.4 For any returns of Products whatsoever, you will:
8.4.1 provide all information reasonably required by us, including the quantity and full description of the Products, our invoice number in respect of the Products, the reason for the return, and (where the Products are delivered by a third party courier or where there is any return under Clause 8.3) the ARN (authorised return number) that we have provided to you; and
8.4.2 ensure that, until the Products are received back by Sigma, you comply at all times with the provisions described in Clause 4.9 as regards the holding, storage and transporting of the products.
8.4 If we do agree to take a return of a Product, we shall collect it,
8.4.1 by the corresponding time on the next Service Day after the return claim being received by us, if the return is a Product that is a refrigerated line or requires temperature-controlled storage, or has been provided in the circumstances described in Clause 5.2; or
8.4.2 by the corresponding time that is two Service Days after the return claim being received by us, if the return is in any other situation.
8.5 If you return or attempts to return a Product to us that has not been supplied by us, we will charge you for the fees and costs we incur at our then applicable usual rates, given the administrative work and costs involved in with processing a return.
9. Circumstances beyond reasonable control (force majeure)
9.1 Save for obligations in respect of payment of the Price, neither Party shall have any liability for any breach, hindrance or delay in performance of its obligations under these terms and conditions which is caused by any circumstances beyond its reasonable control, including but not limited to any act of God, storm, flood, drought, earthquake, volcano, ash cloud or other natural disaster; fire, explosion or accident (other than in each case caused by the party seeking to rely on this clause or companies in the same group as that party); nuclear, chemical or biological contamination; epidemic or pandemic or national emergency; failure or problems with public utility services; imposition of sanctions, embargo or export or import restriction, any law or any action taken by a government or public authority (other than specifically against a particular party), insurrection, riot, civil war, war or armed conflict, actual or threatened or suspected terrorism, or piracy; or any labour or trade dispute, strikes, industrial action or lockouts (other than in each case by the party seeking to rely on this clause, or companies in the same group as that party) (“Event of Force Majeure”), regardless of whether the circumstances in question could have been foreseen.
9.2 Each Party agrees to inform the other as soon as possible upon becoming aware of an Event of Force Majeure, such notice to contain details of the circumstances giving rise to the Event of Force Majeure.
9.3 Save for obligations in respect of payment of the Price, the performance of each Party’s obligations shall be suspended during the period that the Even of Force Majeure persists, such Party shall be granted an extension of time for performance equal to the period of the delay, and neither party shall be liable for any failure or delay in the performance of its obligations where such delay or failure results from a Force Majeure Event
9.4 If Sigma has contracted to provide identical or similar products to more than one customer and is prevented from fully meeting its obligations to Customer by reason of an Event of Force Majeure, we may decide at its absolute discretion which contracts we will perform and to what extent.
9.5 If the Event of Force Majeure Event prevents, hinders or delays either of us in the performance of our obligations, either of us may terminate this agreement immediately by notice to the other, in which event neither Party shall have any Liability by reason of such termination.
10. Resolving any disputes between us
10.1 If a dispute arises out of or in connection with an Order, the Contract, these terms and conditions or the performance, validity or enforceability of them (“Dispute”) then each of us shall follow the procedure set out in this clause:
10.1.1 either party shall give to the other written notice of the Dispute, setting out its nature and full particulars (Dispute Notice), together with relevant supporting documents. On service of the Dispute Notice, our Sales Director and your Purchasing Director or Operations Director shall attempt in good faith to resolve the Dispute;
10.1.2 if those individuals are unable to resolve the Dispute for any reason within 30 days of service of the Dispute Notice, the Dispute shall be referred to the General Manager of Sigma and Chief Executive Officer of the Lessee who shall attempt in good faith to resolve it; and
10.1.3 if those individuals are unable to resolve the Dispute for any reason within 30 days of it being referred to them, the parties will attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between us, the mediator shall be nominated by CEDR. To initiate the mediation, one of us must serve notice in writing (“ADR notice”) to the other party to the Dispute, requesting a mediation.
10.2 If the Dispute is not resolved within 90 days after service of the ADR notice, or either party fails to participate or to continue to participate in the mediation before the expiration of the said period of 90 days, or the mediation terminates before the expiration of the said period of 90 days, the Dispute may be finally resolved in accordance with clause 13 (Governing Law and Applicable Jurisdiction).
11. Limitations on Liability
11.1 Nothing in these terms and conditions shall exclude or limit either party’s liability for its fraud or fraudulent misrepresentation; or death or personal injury caused by its negligence; or any breach of the non-excludable obligations implied by law as to having title to supply goods; or any other liability which cannot be excluded or limited by applicable law.
11.2 Subject to Clause 11.1 above, we shall not have any liability to you in respect of any indirect or consequential losses, damages, costs or expenses; loss of profits; loss of agreements or contracts; loss of anticipated savings; loss of or damage to goodwill; loss of reputation, or any special punitive or exemplary damages, whether or not such losses were reasonably foreseeable or whether or not we or our agents or contractors had been advised of the possibility of such losses being incurred.
11.3 Subject to Clause 11.1, our total aggregate liability to you shall be limited to the greater of: (a) £10,000; or (b) 110% of the total sums paid, in aggregate, by you to us in respect of the supply of Products within the previous 12 months.
12. Termination of our trading relationship
12.1 The contract formed between us when you place an order and we accept that order shall commence when it becomes legally binding in accordance with Clause 3.3 and, unless terminated earlier by either Party exercising any right of cancellation or termination as set out in these terms and conditions, shall continue in force until the later of you having paid in full for all sums due to us under that contract and us having delivered all the Products to you (the “Contract”).
12.2 We may terminate this Contract immediately by notice in writing to you in any event where you are at least seven days’ late in paying any sum due under this Contract or these terms and conditions or any other contract between the Parties.
12.3 Either Party may terminate the Contract immediately by notice in writing to the other Party if:
12.3.1 the other Party is in material breach of any of its obligations under this Contract or these terms and conditions or any other contract between the Parties which is incapable of remedy; or
12.3.2 the other Party fails to remedy, where capable of remedy, any material breach it has committed of any of its obligations under this Contract or these terms and conditions or any other contract between the Parties after having been required in writing to remedy such breach within a period of no less than 15 Service Days; or
12.3.3 the other Party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;
12.3.4 the other Party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
12.3.5 the other Party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this Contract is in jeopardy.
12.4 Upon termination or expiry of the Contract for any reason, we will immediately cease to perform this Contract and all outstanding sums shall become immediately payable, whether invoiced or not.
12.5 Termination or expiry shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.
13. How we use your data
13.1 In trading with you, we need to collect certain data about you and your operations. We use that data for the following purposes:
13.1.1 credit checks, credit searches, credit scoring, credit insurance and securitisation, and to do that, we may need to provide your information to third parties (including bankers and financiers) for that purpose;
13.1.2 administering your account and your orders;
13.1.3 customer, product, market and statistical analysis and research; and
13.1.4 sending you details of further products and services that Sigma or its associated people or organisations are involved with.
13.2 To help to ensure sufficient stock levels and appropriate customer service and products, we may also supply any such information to any of Sigma’s relevant suppliers or businesses.
13.3 Following Customer’s request, Sigma shall provide Customer with details of third parties to whom Sigma discloses any data about Customer.
14. Governing law and applicable jurisdiction
14.1 These terms and conditions, the Contract and any dispute or claim arising out of or in connection with them or their subject matter or formation shall be governed by and construed in accordance with English law. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.