24. Insolvency: If either party to this Contract (“the Affected Party”): has a Receiver, Administrative Receiver or Administrator appointed in respect of any of its property or business undertakings; or announces that it has ceased, or intends to cease to trade (except where such announcement is due to a forthcoming retirement whilst honouring all existing contracts); or suspends or is about to suspend, payment of its debts or fails to pay, or is unable to pay or admits or states its inability to pay its debts as they fall due; or disposes of or threatens to dispose of all or a material part of its assets whether by one or a series of transactions (other than for the sole purpose of and followed by reconstruction or amalgamation made known to and approved by the other party); or convenes, calls or holds a meeting of its creditors or makes or proposes any arrangement or composition with its creditors; or states an intention to make or give notice of a voluntary arrangement under Part 1 of the Insolvency Act 1986; or has a resolution or petition (other than for the sole purpose of and followed by reconstruction or amalgamation of one party of which notice has been given to the other party who has approved it) passed for the winding up or voluntary winding up or liquidation; or is dissolved, or applies for an Interim Order under Part VIII of the Insolvency Act 1986; or a Bankruptcy Petition or a Statutory Demand in bankruptcy is presented or served; or suffers to the levy or enforcement of any execution, distress, sequestration, detention or other process on any of its property or premises; or if a party being a partnership, any of the above events occurs with respect to the partnership or to any partner therein (hereafter called “Act of Insolvency”) then, notwithstanding any previous arrangement between the parties for deferred payments, the full or full remaining price for any goods delivered shall become immediately due and payable by the party committing an Act of Insolvency. The party not committing an Act of Insolvency (“the Innocent Party”) shall have the right, upon giving written notice to the other party, without prejudice to any other rights and remedies available to the Innocent party, to cancel and/or suspend and/or to refuse to make or accept any further deliveries and to close out and settle the Contract as detailed below. The Affected Party shall serve written notice of the relevant Act of Insolvency by fax, e-mail or other electronic means or by letter sent by means of a recorded delivery to the Innocent Party. Where proof is available that such notice was served within two business days of the occurrence of the Act of Insolvency, the Innocent Party shall have the right to close out the Contract which shall be settled at the market price on the first business day following the occurrence of the Act of Insolvency. In all other circumstances, the Innocent Party, upon learning of the occurrence of the Act of Insolvency shall have the right to close out and settle the Contract at either: (a) the market price on the first business day following the Innocent Party becoming aware of the Act of Insolvency, or (b) at the market price on the first business day following the occurrence of the Act of Insolvency. 25. Business Days/Non-Business Days: A business day is the period between 0900 hours and 1600 hours inclusive on any day other than a non-business day. Saturdays, Sundays and officially recognised national holidays applicable throughout the United Kingdom and any day which the Agricultural Industries Confederation Limited may declare as non-business days for specific purposes shall be deemed non-business days for the purpose of passing of notices and claims. 26. Contracts (Rights of Third Parties) Act 1999: Pursuant to S.1(1)(a) of the Contracts (Rights of Third Parties) Act 1999, the parties intend that no term of the contract may be enforced by a third party. 27. Domicile: This contract shall be deemed to have been made in England, and the construction, validity and performance thereof shall be governed in all respects by English Law.
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