Terms and conditions of sale
The following terms and conditions (“Conditions”) shall be binding as between the Buyer and Mölnlycke Health Care Limited, a company incorporated under the laws of England and Wales with company registration number 3493645 with registered offices at Unity House, Medlock Street, Oldham, OL1 3HS, United Kingdom, (“Mölnlycke Health Care”) with respect to the sale and supply of Products from Mölnlycke Health Care.
The “Buyer” for the purposes of these Conditions and the Agreement is any person or entity which makes Orders for Products from Mölnlycke Health Care.
Mölnlycke Health Care and the Buyer are each also each referred to as the “Party”, and collectively as the “Parties”. Definitions of capitalized terms and notes on interpreting these Conditions are contained in clause 18.
1 Orders, the Conditions and the Agreement
1.1 Unless varied under clause 16.3, the terms set out in these Conditions shall govern the sale and supply of any and all Products by Mölnlycke Health Care to the Buyer.
1.2 Each Order must specify the number and type of Products (including product codes where relevant) and the Delivery Location. The Buyer is responsible for ensuring that the terms of each Order are complete and accurate.
1.3 Save as set out below, the terms set out in this document shall take precedence over all other terms and conditions (including any terms or conditions which the Buyer purports to apply under any Order or any other document). These Conditions, all Orders from a Buyer, the Pump Unit Extended Warranty and the Pump Unit Preventative Service and Maintenance Contract (if applicable) together constitute the “Agreement”between Mölnlycke Health Care and the Buyer.
1.4 Each Order shall be deemed to be an unequivocal offer by the Buyer to purchase Products from Mölnlycke Health Care, which is capable of acceptance by Mölnlycke Health Care and subject to the provisions of these Conditions. The Parties acknowledge that, subject to clause 1.5, such offer is deemed accepted by Mölnlycke Health Care upon the earlier of (i) when Mölnlycke Health Care sends written confirmation of the Order; and (ii) Delivery (“Order Acceptance”). Mölnlycke Health Care may in its sole discretion refuse any Order submitted by the Buyer.
1.5 In respect of any Order, where Mölnlycke Health Care agrees or attempts to agree changes to the quantity of Products or the costs of Delivery in accordance with clause 4.2, the date of Order Acceptance shall be the date on which such agreement is reached according to Mölnlycke Health Care’s records.
2 Duration and termination
2.1 These Conditions shall have effect from the date of the first Order and for one calendar year thereafter (the “Initial Period”) unless terminated earlier in accordance with clause 2.2. Following the Initial Period, the Agreement shall automatically extend for successive periods of 12 months, unless either Party gives written notice to the other not less than three months before the end of the Initial Period (or the then current extension period, as the case may be) that it does not wish the Agreement to extend further.
2.2 Subject to the other terms set out in these Conditions, either Party may terminate this Agreement if:
2.2.1 the other Party has committed a material breach of the Agreement which is not remedied 30 days after receiving written notice of the breach, or
2.2.2 if the other Party becomes or is likely to become or is deemed insolvent or has a receiver, administrative receiver or manager appointed in respect of the whole or any part of its assets or business or is unable to pay its debts as they fall due or otherwise ceases or threatens to cease doing business (each an “Insolvency Event”).
3.1 Unless an alternative price list is agreed by Mölnlycke Health Care in writing, the price for the Products shall be the price set out in Mölnlycke Health Care’s current standard price list as at the date of Order Acceptance in accordance with clauses 1.4 and 1.5.
3.2 The price for the Products shall be exclusive of any value added tax and any other duty, tax or levy and the Buyer shall be responsible for the payment of any such sums.
4 Description and quantity of Products
4.1 Subject to clause Error! Reference source not found., the quantity of the Products comprising any Order shall be as set out in Mölnlycke Health Care’s written confirmation of the Order. In the absence of any written confirmation of the Order, the quantity of the Products comprising any Order shall be as set out in Mölnlycke Health Care’s Delivery Note.
4.2 Mölnlycke Health Care may change the quantity of Products in any Order or the costs of Delivery on agreement with the Buyer. If the Buyer does not agree to any such proposed changes then Mölnlycke Health Care shall be entitled to reject the Order immediately with no penalty or liability.
4.3 All materials issued by Mölnlycke Health Care (including any branding or logos) other than the Regulatory Description (the “Mölnlycke Health Care Data”) are issued or published for the sole purpose of giving an approximate idea of the Products described in them, may not be complete, accurate and/or up to date, and must not be relied upon.
4.4 The Mölnlycke Health Care Data will not form part of this Agreement and Mölnlycke Health Care shall have no liability to the Buyer in respect of it.
5.1 Unless otherwise agreed in writing by Mölnlycke Health Care, Delivery of the Products shall take place in the UK or Ireland at the Buyer’s place of business (or as otherwise specified by the Buyer) (the “Delivery Location”). Subject to clause 4.2, Mölnlycke Health Care shall be responsible for the costs of Delivery, provided that a delivery charge will apply to small Orders unless Mölnlycke Health Care agrees otherwise in writing.
5.2 Delivery of an Order shall be completed when Mölnlycke Health Care provides or attempts to provide the Order to the Buyer at the Delivery Location (“Delivery”).
5.3 Any dates specified by Mölnlycke Health Care for Delivery of the Products are estimates only and must not be relied upon. If no dates are specified in any confirmation of the Order given to the Buyer by Mölnlycke Health Care, Delivery will be within a commercially reasonable time.
5.4 No delay in any Delivery of the Products under any Order will entitle the Buyer to terminate these Conditions or any Order unless such delay exceeds 30 days due to the sole fault of Mölnlycke Health Care.
5.5 If for any reason the Buyer will not accept Delivery of any Products when they are ready for Delivery, or Mölnlycke Health Care is unable to successfully Deliver the Products because the Buyer has not provided appropriate instructions or by reason of any other act or omission of the Buyer:
5.5.1 risk in the Products will pass to the Buyer as from the date when they are ready for Delivery;
5.5.2 the Products will be deemed to have been Delivered;
5.5.3 Mölnlycke Health Care may store the Products until actual delivery to the Buyer whereupon the Buyer will be liable for all related costs and expenses (including, without limitation, storage and insurance); and
5.5.4 Mölnlycke Health Care may, at Mölnlycke Health Care’s option, Re-Deliver the Products to the Buyer at the Buyer’s sole cost and expense.
6.1 The quantity of any consignment of Products as recorded by Mölnlycke Health Care upon despatch from Mölnlycke Health Care’s place of business shall be conclusive evidence of the quantity received by the Buyer on Delivery unless the Buyer can provide conclusive evidence proving the contrary.
6.2 Any liability of Mölnlycke Health Care for Non-Delivery of the Products shall be limited to replacing the Products within a reasonable time or issuing a credit note against any invoice raised for such Products.
6.3 Where more Products are Delivered than were ordered, the Buyer shall only be entitled to reject any Products in excess of the quantity ordered.
7 Risk / Title
7.1 All risk of loss or damage to the Products shall pass to the Buyer on Delivery.
7.2 Ownership of the Products shall pass to the Buyer only when Mölnlycke Health Care has received all sums due to it in respect of the Products, in accordance with clause 9. However, subject to clause 7.3, the Buyer shall have a limited and revocable licence to use the Products on Delivery.
7.3 In respect of any Products which the Buyer has a licence to use under clause 7.2 and which the Buyer has not yet used, if and as soon as the Buyer may be subject to an Insolvency Event, then:
7.3.1 the licence granted in clause 7.2 is automatically revoked;
7.3.2 the Buyer must hold such Products at the Buyer’s cost on a fiduciary basis as Mölnlycke Health Care’s bailee;
7.3.3 the Buyer must not destroy, deface or obscure any identifying mark or packaging on or relating to such Products; and
7.3.4 the Buyer must maintain such Products in satisfactory condition separately and readily identifiable from all other goods held by the Buyer and keep them insured on Mölnlycke Health Care’s behalf for their full price against all risks to the reasonable satisfaction of Mölnlycke Health Care.
7.4 The Buyer’s right to take possession of the Products before payment shall terminate immediately if the Buyer becomes subject to an Insolvency Event.
7.5 Mölnlycke Health Care shall be entitled to recover payment for the Products after successful Delivery where ownership of any of the Products has not passed from Mölnlycke Health Care.
8 Product Acceptance
8.1 The Buyer shall conduct a thorough inspection of the Products on successful Delivery and notify Mölnlycke Health Care in writing within three Business Days of such Delivery of any patent defects in Products or failure to make correct Delivery in accordance with the Order. Unless any such notice is received by Mölnlycke Health Care, the Buyer shall, subject to condition 8.2, be deemed to have accepted the Products at the end of the third Business Day following successful Delivery.
8.2 Where there is any defect in the Products that is not or would not be evident from any inspection carried out in accordance with condition 8.1, Mölnlycke Health Care’s liability in respect of such Product shall be governed by the terms of clause 12.
9.1 Payment for the Products Delivered to the Buyer must be made to Mölnlycke Health Care in full in pounds sterling within 30 days of successful Delivery and/or the date of Mölnlycke Health Care’s invoice, (whichever is the earlier) unless otherwise agreed or stated on Mölnlycke Health Care’s invoice. Payment shall be made without any deduction by way of set-off or counterclaim or otherwise. Time for payment shall be of the essence.
9.2 If any payment is in arrears Mölnlycke Health Care reserves the right to suspend further Deliveries to the Buyer and all sums covered by existing invoices fall due immediately.
9.3 No payment shall be deemed to have been received until Mölnlycke Health Care has received cleared funds.
9.4 If the Buyer fails to pay Mölnlycke Health Care any sum due pursuant to this Agreement, the Buyer shall be liable to pay interest to Mölnlycke Health Care on such sum from the due date for payment at the annual rate of 4% above LIBOR from time to time, accruing on a daily basis until payment is made, whether before or after any judgment.
10.1 No returns will be accepted unless (i) Mölnlycke Health Care has given prior written approval in the form of a numbered Returns Authorisation Note issued by Mölnlycke Health Care’s Customer Service department; (ii) the Buyer has accurately completed and returned the Returns Authorisation Note; and (iii) Mölnlycke Health Care has accepted the completed Returns Authorisation Note. Following such acceptance, Mölnlycke Health Care will arrange collection as necessary, normally within 2-3 days.
10.2 Returns will only be accepted if requested within 30 days of successful Delivery.
10.3 Any requested returns outside this time may be subject to additional handling and/or freight costs.
10.4 Refunds will only be given in respect of the Products and quantities detailed on the Returns Authorisation Note and no refund will be given in respect of any additional Products.
10.5 In order for a refund to be credited to the Buyer, all Products must be returned in the original packaging and outer transport case, free from damage, and any packaging must be free from any handwritten information or additional labelling.
10.6 A handling charge of 15% (based on the invoiced price at time of sale) will apply to all returns other than those due to error on the part of Mölnlycke Health Care or our designated delivery partner.
10.7 Refunds will be issued electronically to the Buyer’s bank account. No cash refunds will be issued for returns.
11.1 Mölnlycke Health Care warrants that (subject to the other provisions of this Agreement) upon Delivery the Products will comply with the Regulatory Description and shall be of satisfactory quality.
11.2 Mölnlycke Health Care shall not be liable for a breach of the warranty in clause 11.1 unless:
11.2.1 Mölnlycke Health Care is given written notice of the defect;
11.2.2 the Buyer (if asked to do so by Mölnlycke Health Care) returns the Products to Mölnlycke Health Care’s place of business for an examination to take place;
11.2.3 Mölnlycke Health Care is given a reasonable opportunity to examine the Products; and
11.2.4 Mölnlycke Health Care agrees that the Products do not comply with the warranty in clause 11.1.
11.3 Mölnlycke Health Care shall not be liable for any breach of the warranty in clause 11.1 if:
11.3.1 the Buyer makes any further use of such Products after giving notice under clause 11.2; or
11.3.2 the Product is past its expiry date; or
11.3.3 the defect arises because the Buyer has failed in any way to follow Mölnlycke Health Care’s oral or written instructions as to the storage or use of the Products (including the Regulatory Description); or
11.3.4 the Buyer alters or repairs such Products without the written consent of Mölnlycke Health Care; or
11.3.5 the Buyer has breached clause 11.5; or
11.3.6 anything else has occurred which would reasonably invalidate the warranty given in clause 11.1.
11.4 Subject to clauses 11.2 and 11.3, if any of the Products do not conform with the warranty in clause 11.1 Mölnlycke Health Care’s liability in respect of such non-conformance shall be governed by the provisions of clause 12. If Mölnlycke Health Care so requests, the Buyer shall, at Mölnlycke Health Care’s expense, return the Products or part of such Products which is defective to Mölnlycke Health Care.
11.5 The Buyer shall not:
11.5.1 resell or pass on any Product to any third party without Mölnlycke Health Care’s prior written consent; or
11.5.2 use any Product for any purpose other than the purpose stated in the written instructions accompanying the Product and/or the Regulatory Description;
and the Buyer shall indemnify Mölnlycke Health Care against all actions, claims, demands and charges arising from a breach of this clause 11.5.
12 Limitation of Liability
12.1 Neither Party excludes or limits its liability in respect of death or personal injury resulting from that Party’s negligence, or in respect of fraud, any liability under clause 13.3 or any other liability that cannot by law be excluded or limited.
12.2 Subject to clause 12.1, Mölnlycke Health Care shall not be liable to the Buyer in respect of any loss, damage or liability arising out of or in connection with this Agreement, whether in contract, tort (including but not limited to negligence) or for breach of statutory duty or in any other way, and whether or not Mölnlycke Health Care has been made aware of the likelihood of any such loss or damage, for any and all:
12.2.1 loss of revenue or profits or business whether direct or indirect;
12.2.2 loss of goodwill;
12.2.3 loss of contracts;
12.2.4 loss of anticipated savings; and
12.2.5 indirect or consequential loss.
12.3 Except as explicitly stated in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this Agreement.
12.4 Subject to clauses 6.2, 12.1, 12.2 and 12.3, the Buyer’s only remedy arising pursuant to or in connection with this Agreement, howsoever arising whether based in contract, tort (including negligence), breach of statutory duty or otherwise, shall be limited to the refund, repair or replacement of the Products (in each case at Mölnlycke Health Care’s option).
12.5 Subject to clauses 6.2, 12.1, 12.2, 12.3 and 12.4, Mölnlycke Health Care’s total liability arising pursuant to or in connection with any Order, howsoever arising whether based in contract, tort (including negligence), breach of statutory duty or otherwise shall, in the event that a court of competent jurisdiction finds clause 12.4 to be unenforceable, be limited to a maximum of 125% of the price paid and/or payable by the Buyer in respect of the Products comprising that Order.
13 Intellectual Property
13.1 Copyright, and all other intellectual property rights, in the Mölnlycke Health Care Data shall remain with Mölnlycke Health Care, and no licence is granted herein to the Buyer to use the same other than a non-exclusive, royalty-free licence to use the same internally and for the sole purpose of promoting the use of the Products in accordance with this Agreement.
13.2 Mölnlycke Health Care hereby warrants that so far as it is aware the Buyer’s use of the Products will not infringe any patent or other intellectual property right of any third person in the UK or Ireland. In the event of any claim or allegation of any such infringement:
13.2.1 Mölnlycke Health Care may at its option and at its own expense (i) procure for the Buyer the right to continue to use or dispose of the Products, or (ii) replace or modify the Products; and
13.2.2 the Buyer must: (i) immediately notify Mölnlycke Health Care in writing of the claim or allegation; (ii) give Mölnlycke Health Care full information and assistance in connection with the claim, (iii) give Mölnlycke Health Care the sole right to control the defence or to settle such claim; and (iv) not make any admissions without Mölnlycke Health Care’s prior written consent or prejudice Mölnlycke Health Care’s defence or prejudice Mölnlycke Health Care’s endeavours to settle such a claim.
13.3 Mölnlycke Health Care shall indemnify the Buyer against all actions, claims, demands and charges arising out of such infringement, provided that Mölnlycke Health Care shall not be liable to indemnify the Buyer in the event that:
13.3.1 the Buyer has failed to comply with clause 13.2.2; or
13.3.2 the Buyer has used the Products otherwise than in accordance with the Regulatory Description, or for a purpose not described in, any specification or instructions provided by Mölnlycke Health Care to the Buyer.
14.1 Neither Party shall disclose the Confidential Information of the other Party without the other Party’s prior written consent.
14.2 Each Party shall keep the other Party’s Confidential Information confidential, secure and protected from theft, and shall promptly inform the other Party as soon as it becomes aware of any breach of this clause 14.
14.3 Clause 14.1 shall not apply to a disclosure of Confidential Information where the Party disclosing that Confidential Information is (i) reasonably required to be disclosed for the legitimate purposes of the performance of this Agreement and/or use of the Products; (ii) required to make the disclosure by law or pursuant to any order of court or other competent authority, regulator or tribunal, (iii) required to do so by any applicable stock exchange regulations or the regulations of any other recognised market place, or (iv) the information is disclosed to its professional advisers who are bound by confidentiality obligations no less onerous than those contained in this clause 14. If a Party becomes required, in circumstances contemplated by (ii) or (iii) to disclose any information, the disclosing Party shall use its reasonable endeavours to consult with the other Party prior to any such disclosure.
15.1 The Buyer shall not be entitled to assign the Agreement or any part of it (including any Order) without the prior written consent of Mölnlycke Health Care, which consent shall not be unreasonably withheld.
15.2 Mölnlycke Health Care may assign the Agreement or any part of it (including any Order) to any person, firm or company.
16.1 The invalidity or unenforceability of any provision (or part thereof) of the Agreement shall not affect the validity or enforceability of the remainder of the provisions.
16.2 Mölnlycke Health Care reserves the right to defer the date of Delivery or to cancel any Order or reduce the volume of the Products ordered by the Buyer if Mölnlycke Health Care is prevented from or delayed in carrying on its business due to circumstances beyond the reasonable control of Mölnlycke Health Care. Mölnlycke Health Care shall have no liability to the Buyer in respect of any costs, claims, losses or damages caused by any deferral, cancellation or reduction in volume of the Products that arises from such circumstances.
16.3 No variation or waiver of or failure to exercise any rights or obligations under this Agreement shall be valid unless in writing signed by or on behalf of both Parties.
16.4 No terms or conditions will apply to the sale of Products or will form part of the Agreement other than by amendment under clause 16.3.
16.5 The provisions of clauses 7, 9, 11, 12, 14, 15, 16, 17, 18, 19 and 20 shall survive the termination or expiry of this Agreement for any reason.
16.6 The Contracts (Rights of Third parties) Act 1999 shall not apply to this Agreement.
16.7 The Agreement shall be governed by the laws of England and the Parties submit to the exclusive jurisdiction of the English courts.
16.8 This Agreement constitutes the entire and only Agreement between the Parties and supersedes any previous agreement or understanding relating to the subject matter of this Agreement.
17.1 All communications between the Parties about this Agreement must be in writing and delivered by hand or sent by pre-paid first class post to the registered office in the UK (in the case of Mölnlycke Health Care) or the UK or Ireland, as appropriate, (in the case of the Buyer) or to such other addresses or email address in the UK or Ireland as Mölnlycke Health Care or the Buyer may notify in writing to the other from time to time.
17.2 Communications shall be deemed to have been received:
17.2.1 if sent by pre-paid first class post, 2 days (excluding Saturdays, Sundays and public holidays) after posting (exclusive of the day of posting); and
17.2.2 if delivered by hand, on the day of delivery;
17.2.3 if sent by email, one Business Day after the email was sent (provided that no notification of non-delivery and/or out of office is received).
18.1 In this Agreement the following words have the following meaning:
“Agreement” means as defined in clause 1.1;
“Business Day” means any day other than a (Saturday or Sunday) on which banks in London are open for business;
“Confidential Information” means, in respect of either Party, any information in any form directly or indirectly belonging or relating to that Party, its affiliates, customers, suppliers and its or their business or affairs, including without limitation: any information which that Party might reasonably expect to be regarded as confidential; the existence, terms and subject matter of this Agreement; the Products and Product Prices; the Mölnlycke Health Care Data;
“Delivery” means as defined in clause 5.2, and the terms “Deliver”, “Delivered”, “Re-Deliver”, “Re-Delivery” and “Non-Delivery” shall be construed accordingly;
“Delivery Location”means as defined in clause 5.1;
“Delivery Note” means the document from Mölnlycke Health Care accompanying any Delivered Order;
“Initial Period”means as defined in clause 2.1;
“Insolvency Event”means as defined in clause 2.2.2;
“LIBOR” means the London Inter-Bank Offer Rate;
“Mölnlycke Health Care Data” means as defined in clause 4.3;
“Order”means a request from the Buyer to Mölnlycke Health Care for the sale and supply of Products to the Buyer from Mölnlycke Health Care;
“Order Acceptance” means as defined in clause 1.4;
“Order Form” means a hard copy standard order form supplied to the Buyer by Mölnlycke Health Care for the making of Orders;
“Products” means those items to be supplied to the Buyer by Mölnlycke Health Care under the terms of this Agreement, including but not limited to Pump Units; and
“Regulatory Description” means the description of a Product and its intended uses that is mandated by applicable legislation.
18.2 In this Agreement any reference to any legislation is to such legislation as amended from time to time, whether before on or after the date of the relevant Order.
18.3 The headings are for convenience only and will not affect the construction of this Agreement.
18.4 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
18.5 A reference to writing or written includes faxes and email.
18.6 Any obligation in this Agreement on a person not to do something includes an obligation not to agree or allow that thing to be done.
18.7 A reference to a document is a reference to that document as varied or novated (in each case, other than in breach of the provisions of this Agreement) at any time.
19 Sales of Pump Units
19.1 “Pump Units” means the Avance Pump, Avance Hard Case, Avance Docking Station and Avance Charger.
19.2 Pump Units shall be sold subject to:
19.2.1 the terms set out in the Sale of Pump Units Quotation;
19.2.2 clauses 1 to 18; and
19.2.3 clauses 19 and 20.
19.3 Clauses 19 and 20 shall not apply to sales of any Products other than Pump Units.
20 Warranty in relation to Pump Units
20.1 Clause 11 above will be replaced by this clause 20 in relation to Pump Units.
20.2 Mölnlycke Health Care warrants that (subject to the other provisions of this Agreement) for a period of two years commencing on the date of Delivery the Pump Units will comply with the Regulatory Description and shall be of satisfactory quality.
20.3 Mölnlycke Health Care shall not be liable for any breach of the warranty in clause 20.2 unless:
20.3.1 Mölnlycke Health Care is given written notice of the defect;
20.3.2 the Buyer (if asked to do so by Mölnlycke Health Care) returns the Pump Units to Mölnlycke Health Care’s place of business for an examination to take place;
20.3.3 Mölnlycke Health Care is given a reasonable opportunity to examine the Pump Units; and
20.3.4 Mölnlycke Health Care agrees that the Pump Units do not comply with the warranty in clause 20.2.
20.4 Mölnlycke Health Care shall not be liable for any breach of the warranty in clause 20.2 if:
20.4.1 the Buyer makes any further use of such Pump Units after giving notice under clause 20.3.1; or
20.4.2 the defect arises because the Buyer has failed in any way to follow Mölnlycke Health Care’s oral or written instructions as to the storage or use of the Pump Units (including the Regulatory Description); or
20.4.3 the Buyer alters or repairs such Pump Units without the written consent of Mölnlycke Health Care; or
20.4.4 the Buyer has breached clause 20.6; or
20.4.5 anything else has occurred which would reasonably invalidate the warranty given in clause 20.2.
20.5 Subject to clauses 20.3 and 20.4, if any of the Pump Units do not conform with the warranty in clause 20.2 Mölnlycke Health Care’s liability in respect of such non-conformance shall be governed by the provisions of clause 12. If Mölnlycke Health Care so requests, the Buyer shall, at Mölnlycke Health Care expense, return the Pump Units or part of such Pump Units which is defective to Mölnlycke Health Care.
20.6 The Buyer shall:
20.6.1 not resell or pass on any Pump Units to any third party without Mölnlycke Health Care’s prior written consent; or
20.6.2 not use Pump Units for any purpose other than the purpose stated in the written instructions accompanying the Pump Units and/or the Regulatory Description;
20.6.3 only use Pump Units in accordance with any verbal or written instructions and documentation provided by Mölnlycke Health Care; and
20.6.4 use only Mölnlycke Health Care branded consumables with the Pump Units;
and the Buyer shall indemnify Mölnlycke Health Care against all actions, claims, demands and charges arising from a breach of this clause 20.6.
21. Application and Compliance with Anti-Bribery Legislation
Company represents and warrants that it has not and shall not in the future, in connection with the transactions contemplated herein either directly or indirectly, (1) make any payment or transfer of value, (2) offer, promise, or give a financial or other advantage, or (3) request or agree to receive or accept a financial or other advantage, to any individual, including government officials, if to do so would violate or cause Mölnlycke Health Care to be in violation of the laws of the country in which it is done or the laws of the United Kingdom (or any part thereof), particularly the UK Bribery Act 2010 (the “Act”). Notwithstanding any other provision of this Agreement to the contrary, Mölnlycke Health Care may suspend or terminate this Agreement forthwith on learning information giving it a factual basis to conclude that the Company or any of its agents or affiliates has violated or caused Mölnlycke Health Care to violate the Act. In the event of termination for cause hereunder, Mölnlycke Health Care may retain from, or charge to, Company an amount equal to the amount earned or to be earned by Company in respect of the transaction or matter in which the Company violated or caused the violation of the Act, as well as the amount of any costs, fines, or penalties which Mölnlycke Health Care is required to pay as a consequence of Company’s acts or failure to act. With sufficient notice to Company, Mölnlycke Health Care may audit Company’s compliance with applicable laws and regulations either itself or through a third party and Company shall grant reasonable access to its books and records in order to do so.