CA-2024-001949 & CA-2024-001935 - [2025] EWCA Civ 1212

Fecha: 02-Oct-2025

The Supply Contract

The Supply Contract

15.

Although dated 21^st April 2020, the Supply Contract was signed on behalf of Hitex on 23^rd April and by Uniserve on 23^rd or 24^th April, only after Majlan had reported the results of its inspection on 23^rd April. It provided for the supply of 80 million ‘Type IIR Surgical Disposable Fluid Resistant Masks’, in accordance with an attached specification, packed in cartons containing 50 boxes with each box containing 50 masks, for delivery ex works, to be collected from Hitex’s factory in Jordan. The price was US $0.30 per mask.

16.

The agreed delivery schedule was as follows:

Date	Quantity of masks
28^th April	6 million
5^th May	5 million
12^th May	5 million
19^th May	5 million
26^th May	5 million
2^nd June	7 million
9^th June	7 million
16^th June	7 million
23^rd June	7 million
30^th June	7 million
7^th July	7 million
14^th July	7 million
21^st July	5 million

17.

The contract provided that the dates for delivery were of the essence, meaning that Uniserve would be entitled to terminate the contract (and, if appropriate, claim damages) if any of the delivery dates were not met. However, while time was of the essence as regards Hitex’s obligation to have the masks ready for delivery, it was not of the essence as regards Uniserve’s obligation to collect the masks on the stated delivery dates.

18.

The contract also contained an entire agreement clause excluding liability for non-fraudulent pre-contractual representations.

19.

The contract was expressly governed by the law of England and Wales.