Trago Group of Companies
 
TERMS AND CONDITIONS OF PURCHASE
 
1. DEFINITIONS 

1.1 In these terms and conditions the following words shall have the following meanings:
 
Trago: Trago Mills Limited (Company no. 00629619), Trago Mills (South Devon) Limited (Company no. 
00902430), Trago Mills (Falmouth) Limited (Company no. 01283363), Trago Mills (Merthyr) Limited (Company 
no: 10896932) registered office Two Waters Foot, Liskeard, Cornwall, PL14 6HY; 

Conditions: these terms and conditions; 

Contract: the Purchase Order and the Seller’s acceptance of the Purchase Order (on and subject to these 
Conditions), these Conditions and where Condition 6 applies also the relevant ICC Incoterms;

Goods: any goods agreed in the Contract to be purchased by Trago from the Seller (including any part or parts 
of them) including the packaging relating to them and any instruction books, operating or assembly manuals; 

Intellectual Property Rights: all patents, rights to inventions, utility models, copyright, trademarks, service 
marks, rights in get-up, rights in goodwill and to sue for passing off, unfair competition rights, design rights, 
moral rights, rights in confidential information (including know-how and trade secrets) all applications for 
renewals and extensions of any such rights, and all other intellectual property rights of a similar nature (whether 
registered or unregistered), in each case, subsisting anywhere in the world;

Purchase Order: Trago’s written instructions to the Seller to supply the Goods and/or Services subject to these 
Conditions;
 
Seller: the person, firm, company or other body corporate (wherever incorporated or registered) who accepts 
Trago’s Purchase Order;

Services: any services agreed in the Contract to be provided by the Seller (including any part or parts of them); 
Site: the place to where the Goods are to be delivered, as notified to the Seller by Trago;

UK: the United Kingdom of Great Britain and Northern Ireland. 
In these Conditions, unless the context requires otherwise:
 
1.2.1 references to any “Condition” means that condition or term of these terms and conditions and includes 
each sub-paragraph thereof unless expressly stated to the contrary; 
1.2.2 headings are for convenience only and do not affect the interpretation of these Conditions; 
1.2.3 words importing the singular include the plural; 
1.2.4 references to persons shall include bodies corporate and unincorporated and (in each case) vice versa; 
1.2.5 any reference to “including” shall mean “including without limitation”; 
1.2.6 any reference to “writing” or “written” includes communications by hand, post, airmail, fax and/or email.
 
2. APPLICATION OF TERMS 

2.1 Subject to any variations under Condition 2.3, the Contract will be subject to these Conditions and they 
(together with any implied by Condition 3.3 and any incorporated by Condition 6.1 below) shall govern the 
Contract to the entire exclusion of all other terms or conditions (including any terms or conditions which the 
Seller purports to apply or incorporate under any quotation, acknowledgement or acceptance of order, 
specification or any other document or communication or implied by trade, custom or course of dealing). 
2.2 Each Purchase Order for Goods and/or Services which Trago submits to the Seller shall be deemed to be an 
offer by Trago to purchase Goods and/or Services on and subject to these Conditions, and the Purchase Order 
on and subject to these Conditions shall be deemed to be accepted on the earlier of the Seller either expressly 
(by confirming acceptance) or impliedly (by any act of the Seller consistent with fulfilling the Purchase Order in 
whole or in part) accepting the offer, at which point and on which date the Contract shall come into existence 
on and subject to these Conditions. 
2.3 These Conditions apply to all Trago’s Purchase Orders and any variation to these Conditions shall have no 
effect unless expressly agreed in writing by an authorised representative of Trago. 

3. QUALITY AND DEFECTS 

3.1 The Seller warrants and represents to Trago that, for the period of twenty four (24) calendar months from 
(i) the date of the Goods being delivered to the Site, or (ii) for imported Goods, from the date of them being in 
Trago’s physical possession and control in the UK, the Goods will: 
3.1.1 be free from defects, including any defect in design, workmanship, and/or materials; 
3.1.2 be of satisfactory quality (within the meaning of the Sale of Goods Act 1979 as amended); 
3.1.3 conform in all respects with the Purchase Order and the description, specification, design, patterns and 
colours confirmed or advised by Trago to the Seller; 
3.1.4 be fit in all respects for any purpose held out by the Seller or made known (expressly or by implication) to 
the Seller by Trago, and Trago relies on the Seller’s skill and judgment in relation to the fitness of the Goods for 
any such purpose; and 
3.1.5 comply with all applicable laws, statutory requirements and regulations relating to the manufacture, 
labelling, packaging, packing, export, importation, delivery, operation, storage, use and sale of the Goods and 
packaging, in each country of their manufacture and export and in each country of their importation and sale 
within the EU and in the UK; 
3.1.6 comply with EU and UK health, safety and environmental protection laws and regulations and are 
accordingly validly CE marked. 
3.2 No substitution of the Goods with any similar or other goods is permitted unless prior written approval is 
obtained from an authorised representative of Trago. 
3.3 Trago’s rights under these Conditions are in addition to any terms implied by the Sale of Goods Act 1979 
and/or the Supply of Goods and Services Act 1982 (each as amended from time to time) in favour of Trago. 
3.4 At any time prior to delivery of Goods to Trago, Trago shall be entitled to inspect and test the Goods at any 
premises (including the Seller’s or those of its agents or subcontractors) as Trago may require. 
3.5 If the results of such inspection or testing cause Trago to be of the opinion that the Goods do not conform 
or are unlikely to conform with the Purchase Order or to any description, specification, design, patterns and/or 
colours confirmed or advised by Trago to the Seller, Trago shall inform the Seller and the Seller shall immediately 
take all such action as is necessary to ensure conformity with the same and in addition Trago shall have the right 
to require and attend any further testing and inspections as it considers necessary. 
3.6 Notwithstanding any such inspection or testing, the Seller shall remain fully responsible for the Goods and 
any such inspection or testing shall not limit, reduce or otherwise affect the Seller’s obligations under the 
Contract or any of these Conditions. 
3.7 The Goods shall be marked in accordance with any instructions of Trago and any applicable regulations and 
the requirements of any carrier in relation to all intended modes of transportation and adequately and securely 
packed for such transportation. 
3.8 The Seller warrants that: 
3.8.1 the use and supply of Goods and the sale of them in the UK or any other territory of the EU will not infringe 
any Intellectual Property Rights of any third party; 
3.8.2 the Seller and Trago are entitled to use any trademarks or other Intellectual Property Rights in relation to 
the Goods, for their manufacture in any jurisdiction where such manufacture is carried out by the Seller or its 
agents or contractors, and for the sale of them in any territory within the EU and in the UK, and all necessary 
licences by any third party proprietors of any of those rights have been obtained by the Seller for it and Trago; 
and 
3.8.3 the Goods and all parts incorporated in them are not counterfeit goods (which expression shall include (i) 
copies or imitations of goods or parts without the authorisation of the legally authorised source, and/or (ii) any 
goods or parts which have been misrepresented as being those of or authorised by the legally authorised source 
by any supplier at any level of the supply chain of the Seller, and/or (iii) any goods or parts which are used or 
refurbished items but which are being supplied as new). 
3.9 If any of the Goods fail to comply with any of the provisions set out in this Condition 3, Trago shall be entitled 
to any one or more remedies listed in Condition 12 and the Seller shall also indemnify Trago as set out in 
Condition 4.1. 

4. INDEMNITIES AND SELLER’S OBLIGATIONS 

4.1 The Seller shall indemnify and keep indemnified Trago in full against all direct, indirect or consequential 
losses or liabilities (which terms include, without limitation, loss of profit, loss of business, damage to goodwill 
and any similar loss) damage, injury, costs and expenses (including legal and other professional fees and 
expenses) awarded against, incurred or paid by Trago as a result of or in connection with any breach of any of 
the provisions of Conditions 3, 13 or 14 and any of the implied terms referred to in Condition 3.3. In addition, 
the Seller shall indemnify and keep indemnified Trago against any claim made against Trago in respect of any 
liability, loss, damage, injury, cost or expense sustained or incurred by Trago’s and/or the Seller’s employees, 
agents, customers or any other third party to the extent that such liability, loss, damage, injury, cost or expense 
was caused by, relates to or arises from the Goods and/or Services as a consequence of any direct or indirect 
breach or negligent performance or failure or delay in performance of any of the terms of the Contract by the 
Seller or any other breach of law or tortious act or omission of the Seller. 
4.2 Any of the Seller’s personnel entering on to Trago’s premises for any purpose shall be responsible for 
ascertaining and shall observe the relevant Trago visitor regulations for the time being and the Seller shall 
indemnify and keep indemnified Trago against any loss, damage, liability, cost or expense Trago may suffer as a 
result of all acts and omissions of any of those personnel. 
4.3 The Seller shall obtain and maintain adequate product liability, public liability, employer liability and 
professional indemnity insurance with a reputable insurance company to a level acceptable to Trago. In 
particular, the Seller’s level of insurance should be adequate to compensate Trago in respect of any breach of 
Condition 3 and/or arising out of any of the circumstances referred to in Conditions 4.1 and 4.2. At Trago’s 
request, the Seller shall supply Trago with a copy of those policies and of the last premium receipts. 
4.4 The Seller will provide or procure access at any time to Trago, its representatives, agents or sub- contractors 
to its premises and those of any of the Seller’s suppliers, for the purpose of carrying out assessments or checks 
in relation to compliance by the Seller and/or its sub-contracts or suppliers with the Workplace Policy referred 
to in Condition 13.1.1 below. 
4.5 All Intellectual Property Rights in relation to all designs, drawings, specifications or work commissioned by 
Trago in relation to the Goods and packaging and promotional materials produced in relation to the Goods for 
Trago, shall be the exclusive property of Trago and the Seller hereby assigns to Trago with full title guarantee 
and free from all encumbrances and third party rights all such Intellectual Property Rights. The Seller also agrees 
to do all such acts and execute or sign all such documents as may be required from time to time by Trago to give 
Trago the full benefit of all the rights referred to in this Condition 4.5. 

5. DELIVERY 

5.1 The date for delivery of the Goods shall be as specified in the Purchase Order, or if no such date is specified 
delivery shall take place as within 28 days of the date of the Purchase Order. 
5.2 The time for delivery of the Goods shall be of the essence. 
5.3 Except where Condition 6 applies, delivery of the Goods shall take place at the Site and during normal 
business hours of Trago. Delivery shall only be deemed to have taken place when the Goods have been fully off
loaded at the Site. 
5.4 If the Goods or any part of them are not delivered to the Site on the delivery date under Condition 5.1 then, 
without prejudice to any other rights Trago may have, Trago has the right to do any or all of the following: 
5.4.1 cancel and terminate the Contract in whole or in part with immediate effect on giving written notice to the 
Seller; 
5.4.2 refuse to accept any subsequent delivery of the Goods or any instalment of them which the Seller attempts 
to make; 
5.4.3 recover from the Seller any costs incurred by Trago in obtaining substitute goods and/or Services from 
another supplier; 
5.4.4 where Trago has paid in advance or paid any deposit for the Goods and/or any Services relating to them, 
to a refund of the same in full on demand from the Seller; and 
5.4.5 claim damages for any additional costs, losses or expenses incurred by Trago which are in any way directly 
or indirectly attributable to the Seller’s failure to deliver the Goods or any part of them on the due date under 
Condition 5.1. 
5.5 The Seller shall not deliver the Goods in instalments without Trago’s written consent. Where Trago agrees in 
writing to accept delivery of the Goods by instalments, they may be invoiced and paid for separately on delivery 
in accordance with all these Conditions. However, failure by the Seller to deliver any one instalment on time or 
there being any defect in the Goods in any instalment shall entitle Trago at its option to treat the Contract for 
all (or any number) of the instalments as repudiated and to all the remedies under Condition 5.4 and 12 in 
relation to thereto. 
5.6 If for any reason Trago is unable to or does not wish to accept delivery of the Goods when they are ready for 
delivery, Trago may refuse to accept delivery without liability to the Seller and the Seller shall, at the Seller’s 
cost, store the Goods, safeguard them and take all reasonable steps to prevent their deterioration until their 
actual delivery. In such event, the Goods shall be delivered at a date agreed between Trago and the Seller. 
5.7 If the Seller requires Trago to return any packaging material to the Seller that fact must be clearly stated on 
the delivery note delivered to Trago and any such packaging material will only be returned to the Seller at the 
risk and cost of the Seller. 
5.8 The Seller shall ensure that each delivery is accompanied by a complete packing list or delivery note which 
shows, inter alia, the Purchase Order number, date of order, number of packages and contents and, in the case 
of part delivery, the outstanding balance to be delivered. 
5.9 If the Goods are delivered to Trago in excess of the quantities ordered, Trago shall not be bound to pay for 
the excess and any excess will be and will remain at the Seller’s risk and will be returnable at the Seller’s risk and 
expense.

6. EXPORT & IMPORT 

6.1 Where the Contract is for the export of Goods by the Seller from any other country to the UK, the Goods 
shall be shipped in accordance with the ICC Incoterms 2010 Edition (the “Incoterms”). Unless otherwise agreed 
in writing by the parties, the applicable Incoterms for shipping and delivery will be FOB (named loading port). 
Except only in relation to those matters specifically to which the Incoterms apply, all of the other provisions of 
all of these Conditions will continue to apply at all times to the Contract. 
6.2 The Seller shall comply with all laws and regulations governing the exportation of the Goods from the 
relevant territory (including obtaining all necessary export licences, permits or authorisations) and all laws and 
regulations also in relation to the importation of the Goods into the UK (including obtaining and/or assisting 
Trago to obtain all necessary import licences, permits or authorisations), and on delivery of the Goods in 
accordance with Condition 6.1 the Seller shall provide Trago with copies of all such licences or other 
authorisations. 

7. RISK & PROPERTY 

7.1 Title and risk of loss or damage to the Goods shall pass to Trago on delivery of the Goods in accordance with 
Condition 5 or (where applicable) Condition 6 above. 

8. PRICE 

8.1 The price of the Goods and any Services shall be stated in the Purchase Order and unless otherwise agreed 
in writing by Trago shall be exclusive of value added tax but inclusive of all other costs and charges including 
without limitation all charges for packaging, packing, shipping, carriage, insurance, delivery, duties, imposts or 
levies other than VAT. 
8.2 No variation in the price or any further or additional charges will be accepted by Trago, unless such charges 
are notified to and accepted by an authorised representative of Trago in writing prior to the carriage of goods. 
8.3 Trago shall be entitled to any discount for prompt payment, bulk purchase or volume of purchase 
customarily granted by the Seller to its customers. 

9. PAYMENT 

9.1 The Seller shall promptly issue a valid VAT invoice to Trago for the Goods upon delivery of the Goods. The 
Seller shall send the invoice to the company as detailed on the purchase order for the attention of Centralised 
Accounts Department at Trago’s address as set out at Condition 1.1 (or such other address as is notified to the 
Seller from time to time in accordance with Condition 15.10). All invoices must include the relevant Purchase 
Order number. 
9.2 Provided the Goods are in all respects in accordance with these Conditions and (for Goods imported into the 
UK) the original bills of lading for all of the Goods have been released and delivered by the Seller to Trago, then 
Trago shall pay the price of the Goods and/or Services on net monthly terms unless otherwise agreed in writing 
by an authorised representative of Trago, but time for payment shall not be of the essence of the Contract. 
Payment of any part of the price will not imply acceptance of any of the Goods by Trago or prejudice any of its 
rights or remedies under any of these Conditions. 
9.3 Without prejudice to any other right or remedy, Trago reserves the right to set off any amount owing at any 
time from the Seller to Trago (whether such amounts are present, future, liquidated or unliquidated and whether 
related to this or any other contract, account, claim or otherwise howsoever arising) against any amounts 
payable by Trago to the Seller under the Contract. 

10. CONFIDENTIALITY

10.1 All confidential information concerning Trago’s business, buying processes, volumes and financial terms 
with suppliers (including also with the Seller), its products, including all technical or commercial know-how, 
specifications, designs, drawings, inventions, processes, supplier lists and business development plans or 
initiatives, disclosed to the Seller by Trago (or its agents) shall at all times remain the property of Trago and the 
Seller undertakes to maintain the secrecy of, not to use, other than for the purposes of carrying out its 
obligations under these Conditions and not to disclose such confidential information, except to such of the 
Seller’s employees, agents or sub-contractors for whom the information is essential for the purpose of the Seller 
fulfilling its obligations under the Contract and the Seller shall ensure that all such employees, agents or 
subcontractors are subject to identical obligations of confidentiality as these on the Seller. 

11. TERMINATION 

11.1 Trago shall have the right to cancel and terminate the Contract in whole or in part at any time and for any 
reason by giving the Seller written notice (notwithstanding the existence at all of any force majeure circumstance 
relating to the Seller) whereupon all work on the Contract shall be discontinued. Provided that termination is 
not by reason of any of the circumstances set out in Conditions 11.2.1 to 11.2.8 (inclusive), Trago shall pay to 
the Seller fair and reasonable compensation for the work-in-progress ‘at cost’ to the Seller at the time of such 
notice of termination but Trago shall not be liable for any loss of anticipated profit or any indirect or 
consequential loss or damage (whether loss of profit, loss of business, depletion of goodwill or otherwise), costs, 
expenses or other claims for compensation whatsoever. The total liability of Trago to the Seller under this 
Condition shall in no circumstances exceed the pro-rata price ‘at cost’ to the Seller for those Goods already 
manufactured by the time of any such notice of termination being given to the Seller. This Condition shall not in 
any way detract from the Seller’s duty to mitigate its loss arising out of any such cancellation and termination 
and to give full credit to Trago for any such mitigation. 
11.2 Trago shall have the right at any time by giving notice in writing to the Seller to terminate the Contract 
without any liability whatsoever to the Seller if: 
11.2.1 the Seller is in material breach of any of its obligations under this Contract and does not remedy that 
breach (if capable of remedy) within 30 days after written notice of the nature of the breach and Trago’s 
intention to terminate is given; 
11.2.2 the Seller suspends or threatens to suspend payment of its debts or is unable to pay its debts as they fall 
due or admits it is unable to pay its debts as they fall due or being a company (or other body corporate wherever 
incorporated or registered) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency 
Act 1986; 
11.2.3 the Seller makes any voluntary arrangement or composition with its creditors; 
11.2.4 the Seller (being an individual or firm) becomes bankrupt; 
11.2.5 an administrator is appointed to manage the affairs, business and/or property of the Seller, or any steps 
are taken for the appointment of the same by any person or court of competent jurisdiction or notice of intention 
to appoint an administrator is given by the Seller or its directors or by a qualifying floating charge holder (as 
defined in paragraph 14 of Schedule B1 of the Insolvency Act 1986); 
11.2.6 a resolution is passed or a petition is presented or an order made for the winding up of the Seller 
(otherwise than for the purpose of a solvent amalgamation or reconstruction) or circumstances arise which 
entitle a court of competent jurisdiction to make a winding up order of the Seller, or the Seller is dissolved; 
11.2.7 an encumbrancer takes possession of or a receiver or administrative receiver is appointed over any of the 
property, assets or undertaking of the Seller, or circumstances arise which entitle a court of competent 
jurisdiction or a creditor to appoint a receiver or manager or administrative receiver of the Seller or if any other 
person takes possession of or sells the Seller’s assets; 
11.2.8 the Seller ceases or threatens to cease to carry on its business or that part of its business relating to 
supplies made by it to Trago; 

12. REMEDIES 

12.1 Without prejudice to any other right or remedy which Trago may have, if any Goods are not supplied or the 
Seller fails to comply with any of the terms of this Contract, Trago shall be entitled to avail itself of any one or 
more of the following remedies at its discretion, whether or not any part of the Goods have been accepted by 
Trago: 
12.1.1 to rescind the Purchase Order and terminate the Contract with immediate effect on giving written notice 
to the Seller; 
12.1.2 to reject the Goods (in whole or in part) whether or not title has passed and return them to the Seller at 
the risk and cost of the Seller on the basis that a full refund for such Goods shall be paid immediately by the 
Seller on receiving Trago’s notice of rejection; 
12.1.3 at Trago’s option to give the Seller the opportunity at the Seller’s expense either to promptly remedy any 
defect in the Goods or to promptly supply replacement Goods and carry out any other necessary work to ensure 
that the terms of the Contract are fulfilled; 
12.1.4 to refuse to accept any further deliveries or instalments of the Goods without any liability whatsoever to 
the Seller; 
12.1.5 to carry out at the Seller’s expense any work necessary to make the Goods comply with the Contract; 
12.1.6 recover from the Seller any costs incurred by Trago in obtaining substitute goods and/or Services from 
another supplier; 
12.1.7 where Trago has paid in advance or any deposit for the Goods and/or any Services relating to them, to a 
refund in full on demand from the Seller; and 
12.1.8 to claim such damages, losses (including without limitation loss of profit and consequential losses), costs 
and expenses which may be sustained or incurred in consequence of the Seller’s breach of the Contract and/or 
tort or breach of any law or regulation. 
12.2 Without prejudice to all other rights and remedies under any of the other Conditions of the Contract, if the 
Seller (or its carrier) misses any booking-in slot at the Site (as per the booking reference date and time but giving 
up to one hour slippage) in relation to the delivery of any order for Goods or instalment: 
12.2.1 the Seller shall promptly contact Trago for a further booking-in slot; and 
12.2.2 Trago shall be entitled to the higher of the sum of £500 (or other contract currency equivalent) or such 
other sum as is notified by Trago in advance of delivery, by way of liquidated damages from the Seller for the 
wasted time, cost and disruption to Trago. 
12.3 If there is a delay in the delivery of the Goods or any instalment of them, Trago may at its discretion (as an 
alternative to its rights under Condition 12.1 but in addition to any claim under Condition 12.2) claim or deduct 
a sum equal to the gross profit on its estimated sales of the delayed Goods or the relevant instalment for each 
week (or part thereof) that delivery is delayed by way of liquidated damages. 
12.4 If any bar codes for Goods are not supplied promptly to Trago, or if they are not consistent with those on 
the Goods, or if they are indecipherable, Trago shall be entitled to the higher of the sum of £500 (or other 
contract currency equivalent) or such other sum as is notified by Trago in advance of the bar codes being 
provided, by way of liquidated damages from the Seller for the cost and inconvenience caused to Trago in 
relation to the relevant order for Goods or any instalment under it. 
12.5 Trago’s rights under all of these Conditions are in addition to its rights and remedies implied by statute and 
by common law. 

13. ETHICAL TRADING & ANTI-SLAVERY 

13.1 The Seller warrants that: 
13.1.1 it has reviewed and distributed to its management a copy of Trago’s Workplace Policy Statement, a copy 
of which is attached as an appendix to these terms and conditions. 
in relation to ethical business practices (the “Workplace Policy”); 
13.1.2 it will comply with all of principles and standards as set out in the Workplace Policy at all times; 
13.1.3 it does not and will not deal with any sub-contractor or supplier whose own working practices do not 
comply with each of principles and standards as set out in the Workplace Policy; 
13.1.4 it has not and will not carry out any activity at any time which breaches any of the provisions of the 
Modern Slavery Act 2015 (the “MSA”); 
13.1.5 it is not aware of any activity of it or in its supply chain which breaches any of the provisions of the MSA 
or would if carried out in the UK constitute a breach of the MSA; 
13.1.6 it will promptly notify Trago in writing if it has reason to believe at any time that any activity of the Seller 
or in the Seller’s supply chain may breach any of the provisions of the MSA or would if carried out in the UK 
constitute a breach of the MSA. 
13.2 In the event of any breach of any of the provisions of Condition 13.1, Trago shall be entitled to any one or 
more remedies listed in Condition 12 and the Seller shall also indemnify Trago as set out in Condition 4.1. 

14. ANTI-BRIBERY & CORRUPTION 

14.1 The Seller warrants that: 
14.1.1 it has not and will not carry out any activity which breaches any anti-bribery or anti-corruption laws or 
regulations of any country where it carries on any business; 
14.1.2 it has and will maintain adequate procedures to ensure that no activities are carried out by it or its officers 
or employees which would if carried out in the UK constitute an offence under the Bribery Act 2010 (as amended 
from time to time). 
14.2 In the event of any breach of any of the provisions of Condition 14.1, Trago shall be entitled to any one or 
more remedies listed in Condition 12 and the Seller shall also indemnify Trago as set out in Condition 4.1. 

15. GENERAL 

15.1 The Seller shall not assign, transfer, charge, subcontract or otherwise deal in any way with all or any of its 
rights or obligations under the Contract without the prior written consent of Trago. 
15.2 The Seller and Trago are independent contractors and this Contract does not and shall not be deemed to 
create any agency, partnership or joint venture between them. Neither party has any authority to act as agent 
for or to bind each other in any way. 
15.3 Trago reserves the right to defer the date of delivery of the Goods or the date for payment or to cancel or 
amend the Purchase Order, including reducing the volume of the Goods ordered, if it is prevented from or 
delayed in the carrying on of its business due to circumstances beyond the reasonable control of Trago including 
acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, 
fire, explosion, lock outs, strikes or other labour disputes (whether or not relating to either party’s workforce), 
or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable 
materials, provided that if the event continues for an uninterrupted period of 90 days the Seller shall be entitled 
to terminate the Contract by written notice. 
15.4 Each right or remedy of Trago under the Contract is (except where expressly stated to the contrary) without 
prejudice to any other right or remedy of Trago whether under the Contract, tort or any law. 
15.5 Nothing in these Conditions shall exclude or limit Trago’s liability for death or personal injury caused by the 
negligence of Trago. 
15.6 If any provision of the Contract is found by any court, tribunal or administrative body of competent 
jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall, to the 
extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness, be deemed 
severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full 
force and effect. 
15.7 Failure or delay by Trago in enforcing or partially enforcing any provision of the Contract will not be 
construed as a waiver of any of its rights under the Contract. 
15.8 Any waiver by Trago in enforcing or partially enforcing any provision of the Contract by the Seller will not 
be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of the 
Contract. 
15.9 The parties to this Contract do not intend that any term of this Contract will be enforceable by virtue of the 
Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it. 
15.10 A notice or other communication under these Conditions shall be in writing and shall be given in person 
or sent by pre-paid first class post, airmail, fax, or e-mail to the address of the relevant party as set out above 
(or another address as specified by that party in writing from time to time). Any notice or other communication 
shall be deemed to have been duly given if given in person, immediately, if sent by pre-paid first class post, 2 
days after posting or by airmail 7 days after posting (in each case excluding the date of posting, public holidays 
in England and weekends) and if sent by fax or e-mail, upon the date of transmission provided that proof of 
transmission can be provided. 
15.11 The Contract and any dispute or claim arising out of or in connection with it or its subject matter or 
formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, 
English law and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales. 
15.12 This Contract (together with any documents referred to or executed under it) constitutes the entire 
understanding between the parties concerning the subject matter of the Contract. The parties confirm that they 
have not entered into this Contract on the basis of any representations that are not expressly incorporated into 
this Contract. Nothing in this Condition shall however, operate to exclude or limit any liability of either party for 
fraud or fraudulent misrepresentation. 
15.13 Where a Purchase Order is issued by Trago to a Seller in a country which has ratified the United Nations 
Convention on Contracts for the International Sale of Goods (the “CISG”) it is hereby agreed by the Seller and 
Trago that the CISG will not apply to the Contract.