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Standard Terms & Conditions Of Sale


In these Conditions the following expressions shall have the following meanings:
“Additional Terms” means any additional terms agreed by S&N relating to the supply of the Goods to the Buyer;
“Authorised Representative” means a signatory of S&N who is authorised to amend the Contract;
“Buyer” means the person, firm, company or other organisation as detailed in the Order, which is purchasing the Goods;
“Confidential Information” means any and all communications and all information whether written, visual or oral and all other materials of a confidential nature supplied by one party to the other;
“Contract” means the contract between S&N and the Buyer arising on S&N’s acceptance of the Order and which incorporates these standard terms and conditions of sale, the Additional Terms and the Order;
“Goods” means the goods as detailed in the Order to be supplied by S&N to the Buyer;
“Order” means the purchase order(s) containing the details of the Contract;
“Price” means the price payable by the Buyer to S&N for the Goods, as notified by S&N;
“Specification” means S&N’s standard specification for the Goods;
“S&N” means the appropriate Smith & Nephew company that is supplying the Goods to the Buyer;

1.1    The singular in all cases shall imply the plural and vice versa.
1.2    The headings in these Conditions are for convenience only and shall not affect its interpretation.
1.3    Any reference in these Conditions to a statutory provision shall include such provision as from time to time as modified or re-enacted or extended at the relevant time and shall include any orders, regulations, instruments or subordinate legislation made under the relevant statute.

2.1    These Conditions shall be incorporated into and shall apply to all quotations, offers and all Orders accepted by S&N.  These Conditions shall be applicable to all repeat Orders made by the Buyer. 
2.2    Except as otherwise provided in these Conditions, all other terms, conditions, warranties and representations (whether oral or in writing) are excluded from any Contract between S&N and the Buyer and supersede any and all prior promises, representations, undertakings or implications.
2.3    These Conditions shall prevail over any and all terms and conditions that the Buyer may purport to apply and in particular to the Buyer’s terms and conditions of purchase.
2.4    No statement, illustration or drawing in any circular, advertisement, trade literature or other such communication shall be deemed to imply any representation, warranty or condition, are for guidance purposes only and shall not form part of the Contract.
2.5    Quotations shall constitute an invitation to treat and shall be available for acceptance for a maximum period thirty (30) days from the date of issue but may be withdrawn by S&N by written or oral notice to the Buyer at any time prior to S&N's acceptance of the Order.  The Contract shall become binding on acceptance of the Order by S&N (acceptance may be made by a formal written acknowledgement of Order delivered to the Buyer).
2.6    No employee, representative, agent or sales person of S&N has any authority to waive or vary any of these Conditions on behalf of S&N unless signed and authorised, or authorised by an Authorised Representative.

3.    PRICE
All prices are exclusive of VAT (if applicable), which shall be payable by the Buyer at the then prevailing rate.  S&N has the right to vary the price of the Goods from time to time on reasonable notice to the Buyer.

4.1    The Price shall be due and payable by the Buyer in full and cleared funds in accordance with the payment terms as detailed in the Additional Terms.  Time of payment shall be of the essence. 
4.2    Where Goods are delivered by instalments, S&N may invoice each instalment separately and the Buyer shall pay such invoices in accordance with these Conditions.
4.3    S&N shall be entitled to charge interest (both before and after judgment) on all overdue amounts and reasonable debt recovery costs in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 (as amended), such interest to accrue on a daily basis from the due date for payment until receipt of payment in full and cleared funds by S&N.
4.4    In the event of default of payment by the Buyer, S&N shall be entitled, without prejudice to any other right or remedy
4.4.1    without notice to suspend or cancel any or all further deliveries under the Contract and under any other contracts between S&N and the Buyer then current; or
4.4.2    to serve notice on the Buyer requiring immediate payment for Goods supplied by S&N under the Contract and all other contracts with the Buyer whether or not payment is otherwise due or invoiced.
4.5    All payments made by the Buyer to S&N under the Contract shall be made free from any restriction or condition and without deduction or withholding on account of any other amount and/or claim, whether by way of set-off or otherwise and whether such amount and/or claim is connected to any sale or Order under these Conditions or otherwise.  No payment shall be deemed to have been received until S&N has received full and cleared funds.

5.1    Time of delivery shall not be of the essence.  Stated delivery times are an estimate only and, subject to the other provisions of these Conditions, S&N will not be liable for any loss (including loss of profit), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods nor will any delay entitle the Buyer to terminate or rescind the Contract. 
5.2    If the Buyer refuses or fails to take delivery of the Goods within the Buyer's normal working hours on the date of delivery, or if S&N is unable to deliver the Goods on time because the Buyer has not provided appropriate instructions, documents, licences or authorisations, S&N may store the Goods and the Buyer shall in addition to the price payable pay all related costs and expenses (including without limitation, the costs for storage and insurance) and additional delivery costs incurred by S&N and if the Buyer fails to take delivery of or to collect the Goods (as appropriate) after fourteen (14) days following the date of delivery, S&N may rescind the Contract and sell the Goods to a third party if possible or recover damages.
5.3    S&N shall use its reasonable endeavours to comply with the reasonable requests made by the Buyer to postpone delivery of the Goods but shall be under no obligation to do so. 
5.4    Unless specifically agreed between the parties and stated in the Additional Terms, delivery of the Goods shall be on an ex works basis.
5.5    If Goods delivered in instalments, each delivery shall constitute a separate Contract.  Any failure by S&N to deliver or any claim by the Buyer in respect of any one or more of the instalments in accordance with these Conditions shall not entitle the Buyer to treat the Contract as a whole as repudiated.
5.6    S&N reserves the right, at its sole option, to cancel or withhold the delivery of any Goods, (whether in whole or in part):
5.6.1    until receipt of satisfactory credit reference in respect of any Buyer; and/or
5.6.2    where the supply of such Goods would exceed any credit limit which S&N may, in its absolute discretion, have granted to the Buyer; or
5.6.3    any of the circumstances under Clause 6.3 occurs; or
5.6.4    subject to Clause 4.4, if the Buyer breaches the Contract and where such breach is remediable, has not remedied the breach within fourteen (14) days of notice from S&N detailing such breach.
5.7    S&N gives no guarantee of the exact quantity of Goods delivered and in the event that the quantity of Goods delivered does not correspond with the quantity (including any relevant tolerances) stated on the Order, the Buyer shall only be liable, in the case of under-delivery to pay for the amount actually delivered and for the Price in the event of over-delivery (subject to permitting S&N to collect the surplus Goods).

6.1    Unless stated otherwise, risk in the Goods shall pass to the Buyer (the Buyer is then responsible for all loss or deterioration of the Goods or for any damage occurring) upon delivery in accordance with Clause 5.4.
6.2    Title to the Goods shall remain with S&N until any and all sums due or payable by the Buyer to S&N, under this Contract or under any other contract between the Buyer and S&N is made in full and cleared funds.
6.3    In respect of Goods to which title has not passed to the Buyer, S&N shall be entitled to require the Buyer to deliver up the Goods to S&N, and if the Buyer fails to do so forthwith, S&N may either accelerate any credit period in relation to payment of the Price and/or recover any Goods on whichever is the earliest of the following events:
6.3.1    the Buyer applies to the court for an interim order under the Insolvency Act 1986 or (being an individual or partnership) makes a proposal for an individual voluntary arrangement under that legislation; or
6.3.2    (being a company):
(a)    goes into company or voluntary liquidation or passes a resolution for voluntary winding up or its directors convene a meeting of shareholders for that purpose; or
(b)    has an administrative receiver or receiver appointed over all or any part of its assets or undertaking; or
(c)    distress or execution being levied against any of the Buyer's assets or if a judgment against the Buyer remains unsatisfied for more than seven (7) days; or
(d)    has any action, step, legal proceedings or other procedure taken in respect of it by its directors, shareholders, bankers, creditors or any person seeking to appoint a liquidator or an administrator or takes any such act or step itself; or
(e)    has proposed in respect of it a company voluntary arrangement pursuant to the Insolvency Act 1986; or
(f)    ceases or threatens to cease to carry on business; or
(g)    if the Buyer in the reasonable opinion of S&N is unable to pay its creditors as and when its debt fall due or is otherwise insolvent as defined in the Insolvency Act 1986 or is in the opinion of S&N likely to become unable to pay its creditors as and when its debts fall due or is otherwise insolvent; or
(h)    if anything analogous to any of the events in Clause 6.3 occurs under the law of any relevant jurisdiction; or
6.3.3    the Buyer is in material breach of its obligations under the Contract.
6.4    The Buyer irrevocably licences S&N, its officers, employees and agents to enter upon any premises of the Buyer, with or without vehicles, for the purpose either of satisfying itself that Clause 6.5 is being complied with by the Buyer or for recovering any Goods under Clause 6.3 in respect of which title has not passed to the Buyer.
6.5    Until title to the Goods has passed to the Buyer under these Conditions, the Buyer shall possess the Goods as fiduciary agent and bailee of S&N and shall keep the Goods properly stored and protected and separate from other goods and shall ensure they are clearly identifiable as belonging to S&N.  The Buyer shall insure and keep insured the Goods to the full Price against all risks to the reasonable satisfaction of S&N until title to the Goods passes to the Buyer.
6.6    Subject to Clause 6.7 and 6.8 below, the Buyer shall not sell, pledge, assign, charge or otherwise dispose of the Goods until title has passed to the Buyer.
6.7    Notwithstanding that the Goods remain the property of S&N, the Buyer may sell or use the Goods as principal in the normal course of its business, but without committing S&N to any liability to the person dealing with the Buyer. 
6.8    Until title to the Goods passes from S&N the entire proceeds of sale (including insurance proceeds) shall be held in trust for S&N and shall be kept separate from any monies or property of the Buyer or third parties and shall not be mixed with other money or paid into an overdrawn bank account and shall be at all material times identified as S&N’s money.
6.9    Notwithstanding that title to the Goods has not passed to the Buyer, S&N shall be entitled to maintain an action for the Price of the Goods.
6.10    Each sub-clause of this Clause 6 is intended by the Buyer and S&N to be separate, severable and distinct.

7.1    No variations to the Goods required by the Buyer shall be binding on S&N unless agreed by S&N in writing and signed by an Authorised Representative, including, as part of such agreement, any change to the Price arising in consequence of the variation to the Goods.
7.2    If S&N agrees to any such variation, any dates quoted for delivery shall be extended accordingly.

8.1    The Buyer shall only be entitled to claim in relation to defects in the Goods as supplied which are apparent on visual inspection if the Buyer inspects the Goods and a written complaint specifying the defect is made to S&N within seven (7) days of delivery, and S&N is given an opportunity to inspect the Goods and investigate any complaint before any use of or alteration to or interference with the Goods.
8.2    If a complaint is not made to S&N in accordance with this Clause 8, the Goods shall be deemed to be in all respects in accordance with the Contract (subject only to Clause 9) and the Buyer shall be bound to pay the Price for such Goods.

9.1    The Buyer shall only be entitled to claim (subject to Clauses 10 and 11) in respect of defects in the Goods supplied which are not apparent on visual inspection at the time of delivery if:
9.1.1    a written complaint is sent to S&N as soon as reasonably practicable after the defect is discovered and subsequently no use is made of the Goods or alteration or interference made to or with the Goods before S&N is given the opportunity to inspect the Goods in accordance with Clause 9.4 below; and
9.1.2    the complaint is sent within two (2) months of the date of delivery of the Goods.
9.2    The Buyer shall not be entitled to claim in respect of any repairs or alterations undertaken by the Buyer with the prior written consent of S&N, nor in respect of any defect arising by reason of fair wear and tear or damage due to accident, neglect or misuse, nor in respect of any Goods to which alterations have been made without such consent.
9.3    S&N shall not be liable for (and the Buyer shall indemnify and keep indemnified S&N against) any and all claims whatsoever arising from loss or damage suffered by reason of use of the Goods after the Buyer becomes aware of any defect or after circumstances have occurred which should reasonably have indicated to the Buyer the existence of a defect.
9.4    S&N may within fifteen (15) days of receiving a written complaint (or twenty-eight (28) days where the Goods are situated outside the UK) inspect the Goods and the Buyer if so required by S&N shall take all reasonable steps necessary to enable it to do so.

10.1    S&N warrants to the Buyer that the Goods conform in all material respects with the Specification. 
10.2    Save as provided in Section 12 of the Sale of Goods Act 1979 and in Clause 10.1 above, any and all other warranties (including without limitation, relating to fitness for a particular purpose, satisfactory quality, and description) whether oral or written, express or implied by statute, common law, trade custom and industry practice are excluded to the fullest extent possible by English law.
10.3    If the Goods delivered under this Contract do not meet the Specification S&N will, at its sole option, either:
10.3.1    repair or supply satisfactory substitute Goods free of cost and within a reasonable time; or
10.3.2    repay the Price of the Goods in respect of which the complaint has been made; or
10.3.3    agree the usable portion of the Goods which have been rejected by the Buyer in accordance with Clauses 8 or 9 (as appropriate) and S&N may invoice the Buyer for such Goods at a discount as agreed between the parties.  For the avoidance of doubt, the Buyer shall be liable for and shall indemnify S&N against any claims resulting directly, indirectly or as a consequence of the Buyer’s use of any such discounted Goods under this Clause 10.3.3.
10.4    Subject to Clause 11.1 below, the total liability of S&N for any one claim or the aggregate of linked claims in relation to defective Goods delivered under this Contract shall be limited to and shall not in any circumstances exceed a sum equal to the Price relating to the Goods that are the subject of the claim.
10.5    In the case of Goods not manufactured by S&N:
10.5.1    S&N gives no assurance or guarantee that the sale or use of the Goods will not infringe the patent, copyright or other intellectual property right of any third party; and
10.5.2    the obligations of S&N relating to defects in such Goods are limited to the guarantee (if any) which S&N receives from the manufacturer or supplier of such Goods.
10.6    Where any Goods have been manufactured, processed, altered or adapted to the special order or requirement of the Buyer, S&N does not warrant they are fit for any particular purpose.

11.1    Nothing in these Conditions excludes or limits the liability of S&N for death or personal injury caused by S&N's negligence or for fraudulent misrepresentation or any other liability or loss forbidden by English law.
11.2    S&N shall not be liable for the following losses, whether arising from breach of contract, tort (including negligence), or otherwise, and whether or not flowing directly, indirectly, or as a consequence of such breach, tort or other cause:
11.2.1    loss of profit; loss of anticipated savings;
11.2.2    loss of anticipated profits;
11.2.3    loss of anticipated contracts;
11.2.4    loss of reputation or goodwill;
11.2.5    any wasted expenditure; or
11.2.6    economic loss.
The sub-clauses of this Clause 11.2 are intended by the Buyer and S&N shall be severable and both parties agree that such limitations of liability are reasonable in all the commercial circumstances.

12.1    In the circumstances in which S&N supplies Goods to the Buyer for incorporation with, or use ancillary to, any composite or other products to be produced, manufactured, processed or supplied by the Buyer or a third party then the Buyer shall indemnify and keep indemnified S&N against any and all actions, claims, demands, liabilities, loss, damages, costs and expenses (including legal expenses and disbursements) which S&N may incur if any claim(s) are made against S&N, pursuant to the Consumer Protection Act 1987 or otherwise, relating to the composite or other products in circumstances in which the Goods supplied by S&N are either:
12.1.1    not the defective part of the composite or other product; or
12.1.2    are only rendered the defective part or became a defective product by reason of acts or omissions of the Buyer or a third party (including without limitation the supply of defective free issue materials); or
12.1.3    are only rendered the defective part or became a defective product by reason of instructions or warnings given by the Buyer or other supplier of the composite or other products; or
12.1.4    are supplied in accordance with a specification or drawings furnished by, or on behalf of, the Buyer.
12.2    For the purpose of Clause 12.1 only, the word "defective" shall be interpreted in accordance with the definition of "defect" contained in Part 1 of the Consumer Protection Act 1987.

13.1        The Buyer shall indemnify and keep indemnified S&N from and against any and all actions, claims, costs, liabilities and proceedings which arise due to the manufacture of the Goods by S&N being in accordance with drawings or specifications provided by the Buyer if such drawings or specifications are inaccurate or contain design defects or if they infringe or are alleged to infringe any patent, copyright, design right, registered design or any other third party intellectual property rights.
13.2    S&N does not guarantee suitability of materials or design of Goods made especially to the Buyer's requirements and differing from the Specification even if the purpose for which the Goods are acquired is known to S&N.
13.3    S&N does not accept responsibility for the safekeeping and condition of the Buyer's drawings and any other documentation whilst they are in S&N's possession.
13.4    Without prejudice to the generality of the foregoing, all recommendations and advice given by or on behalf of S&N as to the methods of storage or use of the Goods and the suitability of using such Goods in manufacturing processes or in conjunction with any other materials are given without liability on the part of S&N.

The Buyer acknowledges and agrees that all patents, copyright, moral rights, business and trade names, trade marks (registered or unregistered), design rights (registered or unregistered), know-how and any and all other intellectual property rights in the Goods and any documentation relating to the Goods, together with any enhancements or improvements shall vest in S&N and/or its licensors, free of charge.  The Buyer shall have no rights in respect of any intellectual property rights belonging to S&N nor any goodwill associated therein.

15.1    Each party shall at all times keep all Confidential Information supplied by the other party confidential and will not disclose any such information to any third party other than in the proper performance of its obligations under this Contract.  Each party agrees that this obligation shall continue in force without limit in point of time.
15.2    The restriction imposed by Clause 15.1 shall not apply to the disclosure of any Confidential Information:
15.2.1    to such extent as is necessary for the purposes contemplated by these Conditions and with the other party’s prior consent; or
15.2.2    as is required by law; or
15.2.3    where it is public knowledge at the date of disclosure or can be shown by the disclosing party to have been known prior to such disclosure, provided that such disclosure does not constitute a breach of these Conditions.
15.3    If S&N and the Buyer have entered into a separate Confidentiality Agreement, in the event of a conflict between the terms of such Confidentiality Agreement and the terms of this Clause 15, the terms of the Confidentiality Agreement shall prevail.

16.1    S&N shall not be liable for any failure to perform its obligations under the Contract for any reason whatsoever outside its reasonable control, including without limitation, strikes, riots, lock-outs or other industrial action (whether involving S&N’s employees or those of a third party) or governmental restrictions of any kind, suspension or loss of means of transport, labour and/or materials shortages, legislation or regulations of any kind, acts of God, fire, flood, or other extraordinarily sever weather conditions, failure (in whole or in part) of any power or energy supply or plant and machinery.  Any such failure or delay shall not affect the obligation of the Buyer to pay the Price for Goods already delivered.
16.2    If the circumstances of force majeure under Clause 16.1 above exists for a period of three (3) months or more, then either party may terminate the Contract on one (1) month’s written notice without incurring any liability whatsoever or howsoever arising.

17.1    The Buyer may not assign, sub-contract or in any way dispose of or transfer its rights or obligations under the Contract without the prior written consent of S&N, such consent not to be unreasonably withheld or delayed.  S&N shall be free to assign and/or transfer any of its rights or obligations under the Contract to any of its associated companies or to a third party.  S&N shall be free to sub-contract any of its obligations under the Contract.
17.2    Any notice required to be served pursuant to these Conditions shall be served at such address as each party may from time notify to the other and shall be served by first class registered post, registered airmail, by email or facsimile.  Any such notice served by post shall be deemed to have been served in the case of a destination in the UK two (2) days after the date of despatch and seven (7) days after the date of despatch to any other destination.  In the case of service by facsimile when the addressee's machine acknowledges receipt thereof and in the case of email when the email is available to be read in the recipient's in-box.
17.3    Any term of these Conditions which is or may be void or unenforceable shall, to the extent of such invalidity, be severable and shall not affect the other provisions or terms or the remainder of the affected provision of these Conditions.
17.4    Failure by either party to exercise any right to enforce these Conditions or any term of the Contract relating to any breach of these Conditions or the Contract shall not be construed as a waiver of any such breach or any subsequent breach of the same provision or any other provision.
17.5    Except as otherwise provided in these Conditions or the Contract, a person who is not a party to the Contract shall have no rights pursuant to the Contracts (Rights of Third Parties) Act 1999 (the "Act") to enforce any term of these Conditions or the Contract.  Any right or remedy of a third party which exists or is available apart from the Act is not affected.
17.6    These Conditions and the Contract shall be governed by and interpreted in accordance with the laws of England and the parties hereby submit to the exclusive jurisdiction of the English Courts in relation to any matter or dispute arising out of or connected with these Conditions or the Contract (whether of a contractual or tortious nature or otherwise), but without prejudice to the right of S&N to take proceedings in any other Court of competent jurisdiction.

17A    WEEE
17A.1    In this Condition 17A, "WEEE" means waste electrical and electronic equipment as defined under European Directive 2002/96/EC and as incorporated into UK legislation (as may be amended from time to time).
17A.2    Buyer shall make available for collection by S&N or S&N's agent all WEEE which the Goods are replacing as well as the Goods when they become WEEE.
17A.3    The Buyer shall provide all reasonable co-operation and assistance to allow S&N to fulfil its obligations as a producer and/or distributor of the Goods which will become WEEE.
17A.4    The means and methods of collection of WEEE shall be at S&N's discretion and may be sub-contracted to a third party.
17A.5    Nothing in these Conditions shall otherwise interfere with the Buyer's obligations under this Clause 17A and S&N shall have the right but shall not have any obligation to the Buyer under this Clause 17A to collect WEEE.

April 2006

18.1.    All references to Clauses in these Additional Terms shall be to the standard Terms and Conditions of Sale, and such Conditions shall be varied accordingly.  For the avoidance of doubt, in the event of a conflict between the Conditions and these Additional Terms, the Additional Terms shall prevail.
18.2.    “S&N” shall mean Smith & Nephew Healthcare Limited (No: 156031) (Wound Management Division), whose registered office address is situated at Healthcare House, 101 Hessle Road, Hull, HU3 2BN and VAT Registered (168-1610-64) (Clause 1 of the Conditions).
18.3.    Excluding Clauses 18.1 and 18.2 above, these Additional Terms may be varied in writing by an employee, representative, agent or sales person of S&N, provided that such employee, representative, agent or sales person has delegated authority from an Authorised Representative to make such variations.  For the avoidance of doubt, this Clause 18.3 shall be deemed to an exception to the provisions of Clause 2.6 of the Conditions, and the provisions of Clause 2.6 shall otherwise remain in force.
18.4    Payment to S&N is due in full and cleared funds by 20th day of the month following the date of the invoice.  For the avoidance of doubt, this Clause 18.4 shall be deemed to be in addition to Clause 4.1 of the Conditions.
18.5.    S&N shall use its reasonable endeavours to deliver the Goods three (3) working days from the date of receipt of the Order by S&N.  For the avoidance of doubt, this Clause 18.5 shall be deemed to be in addition to the provisions of Clause 5.1 of the Conditions.
18.6.    Delivery shall be made to the delivery point specified in the Order.  Overnight or special deliveries, if specifically requested by the Buyer, will be charged at the actual cost of the delivery.  There is a minimum invoice value of £200 (two hundred pounds sterling) per delivery point.  Where the value of any delivery is less than this figure, a packing/administration charge of £15 (fifteen pounds sterling) will be levied.  For the avoidance of doubt, this Clause 18.6 shall be deemed to be in addition to Clause 5.1 of the Conditions.
18.7.    S&N is under no obligation to accept Goods for return due to the Buyer’s fault (for example, as a result of Buyer ordering error, surplus stock etc), but where S&N agrees to do so (either verbally or in writing), the following handling charge will apply:

 Goods returned within time periodHandling Charge
(% of value of the relevant Order)
4 weeks 10%
1-3 months 20%
3-6 months 40%
6-9 months 60%
9-12 months 80%
12 months + 100%


Only complete units of the Goods may be returned and all Goods must be returned in good condition.  The Buyer will pay in full for any Goods returned in an unsaleable condition.  S&N will arrange the collection of the Goods. 

Pharmaceutical Products – S&N will not accept returns of pharmaceutical Goods where the Goods have been in the Buyer’s possession or control for more than three (3) working days from the date of first delivery of the Goods by S&N or which have left the licensed storage and distribution chain.
For the avoidance of doubt, this Clause 18.7 shall be deemed to be in addition to the provisions of Clause 5 of the Conditions.
18.8    Refused deliveries:
S&N reserves the right to make a carriage charge plus 10% (ten per cent) handling charge on all consignments tendered for delivery, which are refused by the Buyer without a reasonable justification.  Minimum handling charge on all returned Goods is £15 (fifteen pounds sterling), unless due to S&N’s error.  All Goods must be returned in good condition.  The Buyer will pay in full for Goods returned in an unsaleable condition.  S&N will arrange for collection of the Goods.  For the avoidance of doubt, this Clause 18.8 shall be deemed to be in addition to the provisions of Clause 5 of the Conditions.
18.9    Cancellation: 
18.9.1    No notice of cancellation of an Order shall be valid unless given in writing and agreed to by an Authorised Representative.
18.9.2    If written notice of cancellation is received by S&N, S&N reserves the right to levy a cancellation charge of up to 50% (fifty per cent) of the amount of the cancelled Order and such sum shall be payable immediately by the Buyer.