Sports Supplements Limited Standard Purchase Terms

Raw ingredients packaging and production supplies

Version 1.2  |  29 October 2026

These Terms set out the conditions on which the Buyer purchases Goods from the Supplier. Each Order must identify the contracting entities, commercial particulars and applicable Specification. The order particulars schedule may be used to record that information.

1 Definitions and scope

1.1 Buyer means Sports Supplements Limited. Supplier means the person identified as supplier in the Order. Order means the Buyer's written purchase order, including its agreed attachments. Goods means the raw ingredients, packaging, consumables or other production supplies specified in an Order. Contract means an Order accepted under clause 2, together with the documents incorporated under that clause.

1.2 Specification means the written technical, quality, testing, artwork, storage, shelf-life and performance requirements identified in the Order or otherwise agreed in writing before the Contract is formed. Delivery Location means the delivery address in the Order. Business Day means a day other than a Saturday, Sunday or public holiday in the country of the Buyer's registered office. Other references to days mean calendar days.

1.3 Applicable Requirements means the laws and binding regulatory requirements applicable to the Goods and their manufacture, handling, storage, transport and supply in the countries of manufacture and delivery, and in the intended markets identified in the Order or Specification. Requirements apply when legally effective, including any applicable transitional provisions. Each party remains responsible for duties imposed on it by law.

1.4 These Terms govern purchases of Goods and incidental services. Only the Buyer is liable for its Contract; no other Sports Supplements Limited Group Company guarantees its obligations. A Sports Supplements Limited Group Company means an entity controlling, controlled by or under common control with the Buyer.

2 Orders and contract formation

2.1 Each Order is an offer to purchase on these Terms, which must be provided to the Supplier before it accepts the Order. The Supplier may accept by unqualified written confirmation, including email, or by starting manufacture, procurement specifically for the Order, or supply of the Goods after receiving the Order and these Terms, without first raising an objection or proposing different terms. A signed acknowledgement is not required. Issuing the Terms or the Supplier's silence alone does not create a Contract. The Buyer may withdraw an Order before acceptance.

2.2 The Supplier shall confirm quantities and delivery dates within two Business Days of receipt of an Order and raise any objection or proposed variation before starting work. A departure from these Terms must be expressly agreed in writing by authorised representatives of both parties. The Supplier shall not proceed on disputed terms pending agreement. The Buyer may request written acknowledgement of these Terms for its records, but returning an acknowledgement is not a condition of acceptance under clause 2.1.

2.3 Supplier terms on quotations, acknowledgements, invoices, portals, delivery notes or other documents are excluded unless expressly accepted under clause 2.2. A warehouse signature, receipt of Goods, payment or routine operational communication does not constitute the Buyer's agreement to different terms. Referring to a Supplier quotation incorporates only the commercial or technical details expressly adopted in the Order. No course of dealing varies these Terms.

2.4 If Contract documents conflict, the following rules apply:

(a) A separate supply agreement signed by both parties and covering the Order takes priority. An Order changes that agreement only where both parties expressly agree the change in accordance with its amendment requirements.

(b) Subject to paragraph (a), the commercial details of the accepted Order, including quantity, price, payment terms and delivery, and any Order-specific changes expressly agreed under clause 2.2 take priority over conflicting provisions in these Terms.

(c) The Specification governs technical and quality requirements only. It does not change payment, liability or other legal terms unless the change is expressly agreed under clause 2.2. These Terms govern all remaining matters.

The parties shall resolve any remaining inconsistency before the affected work starts.

2.5 Forecasts, budgets, estimates and indicative schedules are for planning only. They create no minimum purchase, exclusivity, capacity reservation, take-or-pay or inventory commitment. Only accepted Orders and separately agreed written commitments are binding. The Supplier bears the cost of stock or capacity acquired beyond those commitments.

2.6 Changes to an accepted Order, including price, quantity, delivery timing and Specification, require both parties' written agreement, except where a specific right in these Terms lawfully permits otherwise. Revised terms or policies do not apply retrospectively to accepted Orders.

3 Prices invoices and payment

3.1 Prices are fixed in the currency stated in the Order. Unless the Order expressly states otherwise, they include packaging, loading, carriage, insurance, delivery and the Supplier's other performance costs, but exclude VAT or equivalent sales tax properly chargeable. Import duties and customs responsibilities shall be expressly allocated for cross-border Orders under clause 8.4. No surcharge, indexation, minimum-order charge or price increase is payable without written agreement.

3.2 The Supplier may invoice on or after delivery unless an advance payment is expressly agreed. Each invoice shall identify the correct Buyer, Order number, Goods, delivered quantities, unit prices, currency, delivery date, tax details and agreed payment information, and include legally required supporting documents. The Buyer shall promptly identify any material invoice defect; an immaterial administrative error does not restart the payment period.

3.3 Unless otherwise agreed in writing, the default payment period is 60 days after the later of delivery and receipt of a valid invoice. Payment is not conditional on completion of an open-ended acceptance or testing process. Any mandatory shorter deadline, statutory calculation or commencement date, invoice-verification rule, or mandatory interest or recovery entitlement prevails over the default or an agreed payment period.

3.4 The Buyer may withhold only an amount reasonably and genuinely disputed, promptly explaining the grounds and evidence, and shall pay undisputed amounts when due. The parties shall work promptly to resolve the dispute. Subject to mandatory law, the Buyer may set off a debt owed to it by the Supplier against a payment due to that Supplier, with written particulars. There is no contractual right to set off another group company's debt.

3.5 Bank-detail changes require written notification and verification through a previously established contact. Such verification does not extend a mandatory payment deadline. Payment does not establish that Goods conform to the Contract or waive a claim.

4 Specifications and general warranties

4.1 The Supplier warrants that the Goods conform to the Contract, approved Specification, description and agreed samples; are of satisfactory quality, safe and free from defects in materials and manufacture; and are fit for the purposes and operating conditions made known to the Supplier before acceptance. Samples do not reduce a written Specification requirement.

4.2 The Goods and their supply shall comply with Applicable Requirements. The Supplier shall hold all necessary registrations, licences and approvals and the certifications expressly required by the Contract. It shall immediately notify the Buyer of any suspension, restriction, withdrawal or other event affecting its ability to comply.

4.3 Product descriptions, specifications, certificates, test results, origin statements and other information supplied shall be accurate, current and not misleading. The Supplier shall disclose restrictions or conditions relevant to the agreed use and provide information reasonably needed for safe use, lawful sale and accurate finished-product information.

4.4 Goods with an assigned shelf life shall satisfy the minimum remaining life in the Order or Specification and remain compliant throughout their stated life when stored and used as specified. If minimum remaining life has not been agreed, the Supplier shall obtain written acceptance of the proposed manufacture and expiry dates before dispatch. For other Goods, the defect warranty continues for at least 12 months after delivery, or any longer agreed period. These periods do not shorten statutory limitation periods or remove claims for a breach existing at delivery.

4.5 The Supplier shall promptly flag an apparent error, inconsistency or known unsuitability in the Buyer's instructions which a competent supplier ought reasonably to identify. It shall seek written resolution before proceeding with affected Goods. Approval or inspection by the Buyer does not relieve the Supplier of its own obligations.

5 Raw ingredients

5.1 Ingredients shall be genuine, food grade for the agreed use, and neither adulterated nor substituted. They shall meet the agreed identity, composition, potency, nutritional, microbiological, chemical and physical requirements. Contaminants, pesticide residues, foreign bodies and other hazards shall comply with applicable limits and the Specification. No undeclared dilution, fortification, carrier, additive or rework is permitted.

5.2 Before first supply and following an approved change, the Supplier shall provide the information required by the Specification, including composition and subingredients, relevant processing aids, allergen presence and assessed cross-contact risks, approved manufacturer and site, origin, storage conditions and shelf life. It shall disclose relevant GMO, irradiation, novel-food and animal-origin status and restrictions. Agreed claims or certifications, including organic, vegan, halal, kosher or sports certification, must be supported by appropriate evidence.

5.3 Each batch shall be released against the Specification before dispatch. Before or with delivery, the Supplier shall provide a batch-specific certificate of analysis identifying the ingredient, batch, manufacturer, manufacturing and expiry or best-before dates, Specification version, and results and methods for the agreed tests. Where the agreed testing plan permits periodic testing or calculated values, the certificate shall clearly identify that basis. An untested parameter must not be presented as an actual batch test result.

5.4 Tests shall use competent laboratories and appropriate validated methods. Any required external laboratory accreditation, test panel, sampling plan, frequency and acceptance limits shall be stated in the Specification. The Supplier shall provide supporting records reasonably requested to investigate a result or demonstrate conformity.

5.5 The Supplier shall maintain documented food-safety and quality controls appropriate to the Goods, including good hygiene and manufacturing practices, hazard analysis and critical control point controls where applicable, allergen management, foreign-body and pest controls, food-fraud prevention and product security. It shall retain representative batch samples for the period and under the conditions agreed in the Specification, where technically appropriate.

6 Packaging and production supplies

6.1 Packaging shall conform to approved material structures, dimensions, weights, tolerances, barrier properties, closure and sealing requirements, artwork and reference samples. It shall be suitable for the foods, filling equipment, processes, contact conditions, storage, distribution and packed-product shelf life identified in the Contract.

6.2 Food-contact materials shall comply with Applicable Requirements and shall not transfer substances to food at unsafe levels or cause unacceptable changes to its composition, taste or odour. Before first delivery, following a relevant change and on reasonable request, the Supplier shall provide declarations of compliance where legally required and suitable supporting evidence, including relevant migration assessments or test reports, conditions of use and restricted-substance information.

6.3 Packaging documentation shall identify the relevant item and material version. Where the Supplier is legally responsible for issuing an EU declaration of conformity under Regulation (EU) 2025/40, it shall provide it. Otherwise, it shall provide the information and technical documentation reasonably required for the Buyer to discharge its own obligations. Food-contact declarations and packaging declarations are separate requirements where both apply.

6.4 The Supplier shall provide accurate component-level material and weight data, plastic types, recycled-content percentages and supporting evidence, relevant recyclability information and applicable Plastic Packaging Tax status reasonably needed for the Buyer's tax and packaging reporting. Each party shall account for charges and perform registrations and reporting legally imposed on it. Such obligations do not permit an unagreed price increase.

6.5 Printed packaging shall reproduce the approved artwork accurately. The Buyer is responsible for the substantive content of text it supplies and expressly approves, while the Supplier remains responsible for manufacturing conformity, print accuracy and material safety. The Supplier shall flag apparent errors under clause 4.5. Branded overruns, rejects or obsolete stock must not be sold or released to third parties and shall be securely returned or destroyed as the Buyer reasonably directs, with evidence where requested.

6.6 Chemicals, lubricants and other production supplies shall have the required safety data sheets, instructions and hazard information and be suitable for the food-production uses notified in the Contract. The Supplier shall identify relevant restrictions on use, storage and disposal.

7 Changes and continuity of supply

7.1 The Supplier shall not change the approved composition, source, manufacturer, site, process, subcontractor, allergen status, food-contact materials, testing method, shelf life, packaging structure, recycled content, artwork or other Specification requirement without the Buyer's prior written approval. It shall give at least 90 days' advance notice where practicable and sufficient information and samples for assessment and validation.

7.2 If an urgent safety or legal requirement necessitates a change, the Supplier shall notify the Buyer immediately and stop affected dispatches where required. It shall not deliver changed Goods without written approval. Approval does not waive compliance requirements or agree a price change unless expressly stated.

7.3 The Supplier shall maintain proportionate continuity plans and promptly notify any threatened shortage, capacity issue or disruption affecting accepted Orders. It shall take reasonable mitigating steps and propose alternatives for approval. No substitution is permitted without approval. Safety stock, reserved capacity and liability for obsolete stock arise only under a separate written commitment stating quantities, ownership, duration and cost.

8 Delivery and transport

8.1 The Supplier shall deliver the specified quantities to the Delivery Location on the agreed dates and within booked receiving windows. Delivery dates are essential Contract requirements. Early delivery, instalments, over-delivery and quantity tolerances require prior written agreement; silence does not approve them. The Buyer need not pay for unauthorised excess Goods.

8.2 The Supplier shall notify a likely delay immediately, stating its cause, affected quantities, expected duration and recovery plan. Notification does not amend a delivery date. If delivery is late, the Buyer may, subject to mandatory law, cancel the affected undelivered Goods, source replacements and recover reasonable additional costs caused by the Supplier's breach, without double recovery. Clause 17 applies where delay is excused by force majeure.

8.3 Goods shall be securely packed, sealed and labelled, protected against contamination and damage, and transported in clean, suitable vehicles under agreed temperature, humidity and segregation conditions. Delivery documents shall identify the Order, item, quantity, batch or lot, relevant dates and any required handling or safety information. Agreed certificates and import documents shall be supplied before or with delivery so that Goods can be lawfully received and assessed.

8.4 Each cross-border Order shall identify any agreed Incoterms 2020 rule and named place, and allocate exporter and importer of record, customs clearance, duties and import taxes. The Supplier shall provide accurate origin and other customs information within its responsibility. It shall resolve missing allocations with the Buyer before dispatch. An agreed Incoterm governs its allocated transport, cost and risk matters; it does not determine title, quality acceptance or remedies for non-conforming Goods.

9 Title and risk

9.1 Unless an agreed Incoterm expressly provides otherwise, risk remains with the Supplier until delivery and unloading are complete at the Delivery Location. If the Buyer performs unloading, it is responsible for damage caused by its negligent handling during that operation.

9.2 Title passes free of liens and other third-party rights on the earlier of delivery or payment. For Goods paid for before delivery, title passes when they are identified and allocated to the Contract. The Supplier shall promptly identify and segregate them, mark them as the Buyer's property, hold them safely and insure them while risk remains with it. Payment does not transfer title to unidentified goods.

9.3 No retention-of-title term asserted by the Supplier applies. The Supplier shall ensure it can transfer good title. On valid rejection, risk returns to the Supplier upon notification, subject to the Buyer's reasonable care while holding the Goods. Title in rejected Goods returns on refund or replacement, or earlier if the Buyer agrees.

10 Inspection rejection and remedies

10.1 The Buyer may inspect, sample and test Goods before or after delivery and during processing or use. A delivery signature acknowledges receipt only. Payment, inspection, testing, processing or resale does not waive a claim concerning a defect or non-conformity that was not reasonably apparent at the time. The Buyer shall notify discovered issues reasonably promptly; no short supplier notification period limits latent-defect claims.

10.2 If Goods do not conform, the Buyer may reject all or the affected part as reasonably justified, require prompt replacement at the Supplier's cost, require a refund, or agree a price reduction. Repair or rework requires the Buyer's prior written approval and must be safe and lawful. Acceptance of unaffected Goods does not waive rights over affected Goods. A refund claim for non-conformity does not depend on returning Goods that have necessarily been consumed, incorporated into finished products or lawfully destroyed.

10.3 The Buyer may quarantine affected Goods while assessing the issue. The Supplier shall collect rejected Goods within ten Business Days after request, or sooner where reasonably required for safety or space. The Buyer may arrange lawful return or disposal if the Supplier fails to collect, and may act immediately where safety or law requires. Reasonable resulting costs attributable to the Supplier's breach are recoverable. Refunds shall be paid within 14 days after rejection or other entitlement is established; a credit note alone does not discharge a refund unless agreed.

10.4 To the extent caused by the Supplier's breach, negligence or defective Goods, the Supplier shall compensate the Buyer and any Sports Supplements Limited Group Company that processes, uses or sells the Goods for the following costs and losses:

(a) Reasonable, evidenced costs of investigation, testing, sorting, storage, return, disposal, replacement supply, expedited freight, rework, wasted ingredients or finished goods, and directly resulting production interruption, including wasted labour and restart costs.

(b) Reasonably evidenced net profit lost on sales prevented or reduced by a withdrawal, recall, quarantine, delisting or other restriction in an affected sales channel arising from that breach, negligence or defect, where the loss was reasonably foreseeable when the Contract was formed. This includes sales of other batches of an affected product, whether or not those batches are themselves defective or contain or are packed in the Goods, where the action is reasonably necessary to contain the incident or is imposed by a regulator, retailer, distributor or marketplace as a consequence of it.

(c) Recovery of lost profit is limited to the attributable period of disruption and any reasonable period required to restore availability or the affected listings. The loss must be reasonably established using historical sales, existing orders, contemporaneous forecasts or other objective evidence. It shall reflect the net financial effect of the lost sales, taking account of costs saved, sales deferred or recovered through the same or another channel, retained stock value and amounts otherwise recovered for the same economic loss. Gross lost revenue or a merely possible sales opportunity is not, by itself, a recoverable loss under this paragraph.

(d) These identified costs and losses are recoverable whether characterised as direct or indirect loss, subject to clause 13. Each claimant shall take reasonable steps to mitigate loss, including restoring availability and securing reinstatement of affected listings. No loss may be recovered more than once, including through overlapping claims for lost profit, wasted stock, refunds or other costs.

10.5 The Buyer is not required to continue using suspect Goods or await replacement before taking reasonable protective or continuity action. Replacement Goods remain subject to the Contract. Contractual remedies are additional to rights available by law, subject to the express liability provisions.

11 Traceability incidents and recalls

11.1 The Supplier shall maintain batch traceability sufficient to link delivered Goods to their manufacturer, manufacturing site, relevant source materials and manufacture, release, storage and dispatch records. It shall maintain a continuously available emergency contact and provide incident-related traceability information immediately and in any event within four hours of request.

11.2 The Supplier shall notify the Buyer's technical or quality contact immediately on learning of an actual or reasonably suspected safety issue, contamination, adulteration, significant non-conformity, recall or regulatory action affecting or potentially affecting Goods supplied to the Buyer. It shall identify potentially affected batches, contain the issue, stop affected dispatch where appropriate, preserve evidence and cooperate with investigation and corrective action.

11.3 The Buyer may take reasonable steps to protect consumers, comply with law and contain loss, including stopping production or sales, withdrawing or recalling Goods and products containing or packed in them, and notifying customers or authorities. This may include other batches of an affected product where reasonably necessary to contain the incident or required by a regulator or relevant sales channel. The parties shall coordinate communications where practicable. Nothing requires either party to obtain the other's consent before making a legally required notification or taking urgent action.

11.4 To the extent caused by the Supplier's breach, negligence or defective Goods, the Supplier shall reimburse the Buyer and any Sports Supplements Limited Group Company that processes, uses or sells the Goods for their reasonable, evidenced withdrawal and recall costs, including traceability work, testing, collection, transport, customer communications, handling, storage, lawful disposal, replacement and reasonable customer refunds or compensation. Costs concerning finished products containing or packed in the Goods, and other batches of an affected product withdrawn, recalled or quarantined in the circumstances described in clause 10.4(b), are included. Related lost profit is recoverable on the basis set out in clause 10.4. Clause 13 applies, each claimant shall mitigate loss, and no double recovery is permitted.

11.5 The Supplier shall promptly provide a documented root-cause investigation and corrective-action plan within an agreed timetable appropriate to the incident, implement the actions and provide evidence of effectiveness. A technical dispute does not delay necessary safety action.

12 Records and audit

12.1 The Supplier shall retain relevant manufacturing, quality, traceability, compliance and supply records for at least six years after delivery, and longer where Applicable Requirements or the Specification require. Physical sample-retention periods are governed separately by clause 5.5. Records required for an ongoing incident, claim or investigation shall be preserved until it is resolved.

12.2 On reasonable notice, the Buyer or its independent auditor may inspect relevant facilities, controls and records to verify compliance. Reasonable shorter notice is permitted for a serious safety issue, suspected material breach or regulatory requirement. Audits shall respect reasonable site safety, confidentiality and security arrangements without obstructing effective verification.

12.3 The Supplier shall secure necessary access and cooperation from approved manufacturers and subcontractors and remain responsible for their performance. The Buyer bears routine audit costs; the Supplier shall reimburse reasonable additional audit and verification costs where a material Supplier breach is established. Audits do not transfer the Supplier's responsibilities to the Buyer.

13 Liability indemnities and insurance

13.1 Nothing excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any liability which cannot lawfully be excluded or limited.

13.2 The Supplier shall indemnify the Buyer and any Sports Supplements Limited Group Company that processes, uses or sells the Goods against third-party claims, damages, reasonable settlements and reasonable legal costs: (a) to the extent caused by the Supplier's breach, negligence or defective Goods, including claims for injury or property damage; or (b) arising from infringement of intellectual property rights by the Goods or their agreed use. No indemnity applies to infringement arising solely from a design supplied by the Buyer where the Supplier has complied with clause 4.5.

13.3 The indemnified party shall notify a claim promptly, provide reasonable cooperation and allow the Supplier reasonable participation in its defence, subject to the indemnified party retaining control of product safety and regulatory matters. Neither party shall make an admission or settlement binding the other without consent, not unreasonably withheld. Failure to give prompt notice reduces recovery only to the extent it materially prejudices the defence. No indemnity covers loss to the extent caused by the indemnified party's own breach or negligence, or a penalty which cannot lawfully be indemnified.

13.4 No general financial cap on the Supplier's liability applies under these Terms. Any cap or exclusion must be expressly agreed under clause 2.2 or in a signed supply agreement taking priority under clause 2.4. The Supplier's liability is not limited to the price of defective Goods or the amount of available insurance. Clauses 10 and 11 identify recoverable costs and losses, including the lost profit expressly described in clause 10.4; other damages remain subject to applicable legal rules on causation, remoteness and mitigation.

13.5 Subject to clause 13.1, the Buyer's aggregate liability for damages under or in connection with a Contract shall not exceed its total price, and the Buyer is not liable for the Supplier's loss of anticipated profit, revenue, opportunity or goodwill, or indirect or consequential loss. This does not reduce the Buyer's obligation to pay prices, agreed cancellation compensation or mandatory interest and recovery amounts properly due. This clause applies only to the extent legally effective.

13.6 The Supplier shall maintain employers' liability cover where required by law and appropriate public and product liability insurance with reputable insurers. Unless otherwise agreed, public liability shall be at least GBP 5 million per occurrence and product liability at least GBP 5 million per occurrence and in the annual aggregate, or equivalent currency. Cover shall be suitable for the Goods and agreed markets. Product-recall or contamination insurance is required where specified in the Order, at the agreed limits; it is not assumed to be included in ordinary product liability cover.

13.7 The Supplier shall provide evidence of cover on request, notify material cancellation or reduction promptly, and maintain appropriate run-off arrangements for claims-made cover. Insurance does not relieve either party of its contractual liabilities.

14 Intellectual property tooling and Buyer materials

14.1 The Buyer retains ownership of artwork, specifications, formulations, designs, data and materials supplied by or for it. The Supplier may use them only to fulfil the Contract, must protect them, and must not disclose or use them for another customer. No right to use any name or mark owned or used by the Buyer for publicity is granted.

14.2 Tooling, moulds, printing plates and other items supplied by or paid for by the Buyer are its property; paid-for items transfer on payment and identification. The Supplier shall mark, safeguard, maintain and insure them while in its possession, keep them free of liens so far as legally permitted, and use them only for the Buyer's Orders. It shall promptly return or transfer them on request, subject to reasonable arrangements for completing outstanding Orders.

14.3 Intellectual property created specifically for and paid for by the Buyer under an Order is assigned to the Buyer, including by present assignment of future rights where legally effective. The Supplier shall obtain necessary rights and execute the documents required to make the assignment effective. The Supplier retains its pre-existing intellectual property and general manufacturing know-how, but grants the Buyer a perpetual, worldwide, royalty-free, non-exclusive licence, transferable and sublicensable with the relevant Goods or tooling, to the extent needed to use paid-for deliverables and use, maintain or have Buyer-owned tooling operated by an alternative supplier.

14.4 The Supplier shall account for Buyer-owned materials, prevent unauthorised use and report loss or damage promptly. On completion or termination, it shall return remaining materials and the Buyer's confidential information, subject to lawful retention of a secure archival copy.

15 Confidentiality and business conduct

15.1 Each party shall keep the other's non-public commercial and technical information confidential, use it only for the Contract and disclose it only to personnel, professional advisers and approved subcontractors who need it and are bound by appropriate duties. This does not cover information lawfully known without restriction, independently developed or publicly available other than through breach. Legally required disclosure is permitted, with prior notice where lawful.

15.2 Confidentiality continues for five years after the relevant Contract ends, and for trade secrets while they remain trade secrets. The Supplier shall not identify the Buyer as a customer or publish a case study or announcement without prior written consent.

15.3 The Supplier shall comply with applicable anti-bribery, sanctions, labour, environmental and health-and-safety laws and shall not use forced or child labour. It shall maintain proportionate controls and notify a material issue affecting performance. No policy or supplier code is incorporated unless identified and supplied before Contract formation or later expressly agreed.

15.4 Each party shall protect personal data received for the Contract and comply with applicable data-protection law. The Supplier shall notify a material security incident affecting Buyer information without undue delay. Any processing of personal data on the Buyer's behalf requires the legally required processing terms before it starts.

16 Cancellation and termination

16.1 For Goods other than agricultural and food products, the Buyer may cancel all or part of an unperformed Order for convenience by written notice. It shall pay only the Supplier's reasonable, evidenced and unavoidable direct costs properly incurred specifically for the cancelled part before notice, after mitigation and deduction of saved or recoverable costs. Payment shall not exceed the price of the cancelled part; anticipated profit, general overhead and duplicate recovery are excluded. The Supplier shall provide supporting particulars and transfer any goods, work or materials paid for under this clause as reasonably directed.

16.2 Accepted Orders for agricultural or food products may be cancelled or varied for convenience only by mutual written agreement, subject to mandatory trading rules. This does not remove lawful rights arising from breach, force majeure or other express termination provisions. Neither party may exercise a contractual right contrary to mandatory payment, cancellation, deduction or unfair-trading requirements.

16.3 The Buyer may terminate the affected Contract by written notice if the Supplier commits a material breach which cannot be remedied, fails to remedy a remediable material breach within ten Business Days after notice, or commits repeated breaches that materially undermine performance. The Buyer may act immediately where a serious safety issue, fraud, unlawful supply or loss of a necessary approval makes continued performance unsafe or unlawful.

16.4 Subject to mandatory insolvency law, the Buyer may terminate if the Supplier becomes insolvent, enters administration or liquidation other than a solvent reorganisation, ceases business, or suffers an analogous event. The Supplier shall promptly notify events materially affecting its ability to fulfil accepted Orders.

16.5 On termination, the Supplier shall stop affected work, mitigate costs, return Buyer property and refund advance payments for Goods not supplied or other amounts properly due. The Buyer shall pay for conforming Goods delivered and any compensation expressly due under clause 16.1 or an agreed cancellation. Accrued claims and provisions intended to continue, including warranties, confidentiality, records, indemnities and dispute provisions, survive.

17 Force majeure

17.1 Neither party is liable for delay or failure caused by an event beyond its reasonable control which it could not reasonably prevent or overcome. The affected party shall notify the other promptly, explain the effect and expected duration, and take reasonable steps to mitigate and resume performance.

17.2 Lack of funds, ordinary cost increases, adverse market conditions or avoidable capacity shortages are not force majeure. Failure of a subcontractor or source of supply qualifies only to the extent caused by a qualifying event which reasonable contingency measures could not overcome. Force majeure does not excuse safety or conformity obligations for Goods actually supplied, refunds properly due, or payment for Goods already properly delivered.

17.3 During disruption the Buyer may source affected quantities elsewhere without breaching an exclusivity or volume obligation to the extent those quantities cannot be supplied. The Supplier shall allocate available supply fairly among existing committed orders. If the event continues for 30 days, either party may terminate the affected unperformed part on written notice, subject to mandatory law. Advances for that part shall be refunded; neither party owes a cancellation penalty for exercising this right.

18 General provisions and disputes

18.1 The Supplier shall not assign a Contract or subcontract a material manufacturing or supply obligation without the Buyer's prior written consent, not unreasonably withheld. Approved subcontracting does not release the Supplier. This does not restrict assignment of receivables where a restriction would be legally ineffective. The Buyer may assign a Contract to a Sports Supplements Limited Group Company capable of performing it on written notice, but no transfer releases the Buyer from its obligations without the Supplier's consent.

18.2 Formal notices shall be sent to the legal or procurement email address or registered office stated in the Order, acknowledgement or a subsequent notice. Email is effective when received without a delivery failure message; receipt outside 9 am to 5 pm on a Business Day at the recipient is treated as the next Business Day for formal notice periods. Urgent safety notifications shall also be made to the emergency contact and are not deferred by this rule. This clause does not govern service of legal proceedings.

18.3 The Contract constitutes the entire agreement for its subject matter, without excluding liability for fraud. A failure or delay in exercising a right is not a waiver. If a provision is invalid, the remainder continues so far as legally possible. Amendments and waivers require written agreement of authorised representatives; email may satisfy this requirement.

18.4 A Sports Supplements Limited Group Company expressly protected by clauses 10.4, 11.4 or 13.2 may enforce those clauses under the Contracts (Rights of Third Parties) Act 1999, subject to the same conditions, defences and liability provisions and without double recovery. No other third party has enforcement rights. The parties may vary or end the Contract without third-party consent.

18.5 The parties shall refer a dispute promptly to senior representatives and seek resolution for ten Business Days before commencing proceedings, unless urgent protective relief or a limitation deadline requires earlier action. This does not suspend safety obligations or payment of undisputed sums.

18.6 The Contract and non-contractual disputes arising from it are governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction, without preventing an application for interim protective relief to a competent court. The United Nations Convention on Contracts for the International Sale of Goods is excluded. Applicable overriding mandatory laws, including food-supply trading and insolvency rules, remain effective irrespective of this choice of law.

Schedule 1 Order particulars

Complete these particulars in the purchase order or attach this schedule. Identify technical documents by title, version and date. An agreed field prevails only in accordance with clause 2.4.

Buyer  Sports Supplements Limited [company number, registered address and VAT or tax number]

Supplier  [Full legal name, company number, registered address and VAT or tax number]

Order reference and date  [Purchase order number and date]

Goods and quantity  [Item codes, descriptions, units, quantities and any agreed tolerances]

Price and payment  [Unit and total price, currency, VAT, agreed charges and payment period]

Delivery  [Address, required date or schedule, booking instructions and receiving contact]

Cross border allocation  [Incoterms 2020 rule and named place, exporter, importer, clearance, duties and import taxes, where applicable]

Intended use and markets  [Product use, process conditions and countries or territories of intended sale]

Technical Specification  [Document title, version, date, approved manufacturer and manufacturing site]

Shelf life and handling  [Total and minimum remaining life at receipt, storage, transport and handling conditions]

Quality evidence  [Batch tests, methods and frequency, certificates, declarations, samples and any specified certification]

Commercial commitments  [Any firm call-off volume, safety stock, reserved capacity, tooling or inventory commitment; otherwise none]

Insurance  [Any agreed departure from clause 13 or additional recall cover and limits]

Contacts  [Procurement and formal notice emails; technical contact; continuously available emergency telephone and email]

Agreed departures  [Identify each affected clause and precise agreed replacement; otherwise none]