1. Definitions 12. Demurrage 1.1 In the Conditions: - 12.1 Where the unloading of Goods is for any reason delayed the Buyer shall indemnify the Seller in respect of any loss or damage “the Buyer” means the Person who accepts a quotation of the Seller for the sale of the Goods, or whose orders for the which it may sustain in consequence thereof. Goods is accepted by the Seller; “the Conditions” means the standard terms and conditions of sale set out herein and (unless the context otherwise requires) 13. Storage Charges Includes any special terms and conditions agreed in writing between the Buyer and the Seller and specified herein or 13.1 If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery instructions at the time stated for overleaf; delivery (otherwise than by reason of the Seller’s fault) then, without prejudice to any other right or remedy available to the “the Contract” means the contract for the purchase and sale of the Goods. Seller, the Seller may: - “the Goods” means the goods (including any instalment of the Goods or any part of them) which the Seller is to supply in accordance with these Conditions and as described on the face hereof: 13.1.1 store the Goods until actual delivery and charge the Buyer for the reasonable cost (including insurance) of storage; “Person” means an individual or a body corporate or unincorporated or a partnership and “Persons” and shall be construed or accordingly. 13.1.2 sell the Goods to the best price readily obtainable and (after deducting all reasonable storage and selling expenses) “the Seller” means Pan World Brands Limited: account the Buyer for the excess over the price under the Contract or charge the Buyer for any shortfall below “Writing” shall have the ordinary meaning ascribed to it, including type written documents or communications and shall the price under the Contract. include telex, cable, facsimile transmission and comparable means of communication. 14. Claims and Damages 1.2 Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as 14.1 The Buyer shall upon delivery examine the Goods and shall promptly (but in any event within seven working days of delivery) amended, re-enacted or extended at the relevant time. notify the Seller in Writing of any apparent damages, defect or shortage. 1.3 Except where the context otherwise requires words herein denoting the singular include the plural and vice versa; words 14.2 In default of the written notification referred to in clause 14.1 the Seller shall be deemed conclusively to have properly denoting any one gender include all genders performed its obligations under the Contract.. 1.4 Reference to clauses are, unless the context otherwise permits, reference to clauses of these Conditions. 14.3 Except in respect of death or personal injury caused by the Seller’s negligence, the Seller shall not be liable for any loss or damage of whatsoever nature or to whomsoever or howsoever caused arising out of the use of the supply of the Goods 1.5 Clause headings herein are for reference only and do not affect the construction of these Conditions or the Contract. supplied by it hereunder notwithstanding that the same may be due to negligence on the part of the Seller’s employees or agents or to any defect inherent, latent or otherwise which may be or which may subsequently develop in products. Goods 2. Parties or materials supplied by the Seller or otherwise howsoever arising. 2.1 The Parties to these Conditions are the Seller and the Buyer. All transactions as between the Seller and the Buyer are as between principal and principal and are subject to the following expressed conditions. 14.4 The Seller shall not be liable or held responsible for any damages, costs, charges or expenses awarded against or any liabilities incurred by the Buyer arising out of any infringement of any patent belonging to third parties. 3. Variation 3.1 The Contract between the Company and the Buyer cannot be varied, altered or excluded unless such variations, alterations 14.5 In the event of a claim, settlement will be limited to the value of the Goods defectively processed and will in no way extend or exclusion is agreed between the parties in Writing between the authorised representatives of the Seller and the Buyer to consequential loss howsoever caused. (being in the case of the Seller a Director of the Seller) and signed by the parties to be bound. 14.6 All Goods must be stored by the Buyer in suitable conditions and the Seller will not be liable for the Buyer for any defects 4. Waiver brought about by the Buyer storing the Goods in unsuitable conditions. 4.1 Any concession, latitude or waiver allowed by the Seller at any time shall only apply to the extent specifically covered by such concession, latitude or waiver and shall not prevent the Seller otherwise exercising its full rights under the Contract 14.7 Goods supplied to the Buyer may not be returned without the Seller’s Written consent. The Seller reserves the right to refuse and these Conditions. Goods so returned. 5. Acceptance of Orders 14.8 The Seller shall not be liable for any claims arising out of the mis-use of the Goods by the Buyer or by any other Person. 5.1 The Contract between the Seller and the Buyer shall only become binding upon the confirmation of acceptance in Writing of an order by the Seller and signed by the Seller’s duly authorised representative and all quotations or tenders made and 15 Title and Risk price or product lists supplied by the Seller shall be treated as invitations to treat only. 15.1 The Buyer acknowledges that before entering into Contract for the purchase of the Goods from the Seller, it was expressly represented and warranted to the Seller that it is no insolvent and there are no circumstances which would entitle any 5.2 The Seller reserves the right to accept or refuse orders. The Seller also reserves the right (without prejudice to any other debenture holder or secured creditor to appoint a receiver or entitle any person to petition for its winding up or exercise any remedy) to cancel any uncompleted order or to suspend delivery in the event of the Buyer’s commitments (including in other right over or against the Buyer or its assets. particular, without limitation, the payment on the due dates for Goods delivered) with the Seller not being met. The Seller reserves the right to refuse, modify or renegotiate orders in the event of changes in HM Government’s trade policy pertaining 15.2 Notwithstanding delivery and the passing of risk legal ownership of the Goods shall not pass from the Seller to the Buyer to imports, tariffs, surcharges, pound sterling exchange rate fluctuations, and other conditions affecting the charges, quotes until the Seller has received payment in full of the price for the Goods. Furthermore, title in the Goods shall remain vested or procedures the Seller is obliged to follow. If an order is cancelled by the Seller in the aforementioned circumstances then in the Seller and shall not pass the Buyer unless and until the full price of any other delivered goods the subject of any other the Buyer shall be liable to indemnify the seller against all loss, costs (including the cost of all labour and materials used business transaction between the Buyer and the Seller has been paid in full either by way of cash or cleared funds. and overheads incurred), damages, charges and expenses arising out of the orders and the cancellation thereof (the Seller giving credit for value of any such materials sold or utilised for other purposes). 15.3 Risk of damage to or loss of the Goods shall pass to the Buyer: - 5.3 The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order (including any applicable 15.3.1 in the case of the Goods to be delivered at the Seller’s premises, at the time when the Seller notifies the buyer that specification) submitted by the Buyer and for giving the Seller any necessary information relating to the Goods within a the Goods are available for collection; or sufficient time to enable the seller to perform the Contract in accordance with its terms. 15.3.2 in the case of Goods to be delivered otherwise than at the Seller’s premises, at the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, the time when the Seller has deemed to have tendered delivery of the 5.4 The quantity quality and description of and any specification for the Goods shall be those set out in the Seller’s quotations Goods. (if accepted by the Buyer) or the Buyer’s order (if accepted by the Seller). 15.4 Until such time as the ownership in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Seller ficuciary 5.5 If the goods are to be manufactured or any process is to be applied to the Goods by the Seller in accordance with a agent and bailee, and shall keep the Goods properly protected and insured and indentified as the Seller’s property. specification submitted by the Buyer, the Buyer shall indemnify the Seller against all loss, damages, costs and expenses awarded against or incurred by the Seller in connection with or paid or agreed to be paid by the Seller in settlement of any 15.5 Until such time as the legal ownership in the Goods passes to the Buyer, the Seller may at any time enter upon any of the claim for infringement of any patent, copyright, design, trademark or other industrial or intellectual property rights of any other Buyer’s premises or any other premises where the Goods are held (as the case may be) and remove the Goods therefrom Person which results from the Seller’s use of the Buyer’s specification. and the Buyer permits the Seller access to the said premises to do so. The Buyer shall indemnify the Seller on a full indemnity basis against all loss, damages, costs or expenses so arising including in particular, without limitation, loss, damage, costs 5.6 The Seller reserves the right to make any changes in the specification of the Goods which are required to confirm with any or expenses in respect of third party claims applicable safety or other statutory requirements or, where the Goods are to be supplied to the Seller’s specification, which do not materially affect their quality or performance. 15.6 The Buyer shall not be entitled to pledge or in any way change by way of security for any indebtedness any of the Goods which remain the property of the Seller, but if the Buyer does not so all moneys owing by the Buyer to the Seller shall (without 6. Representations prejudice to any other right or remedy of the Seller) forthwith become due and payable. 6.1 The Seller’s employees or agents are not authorised to make a legally binding representation concerning the Goods or this Contract and no representations shall bind the Seller unless the same shall have been put into Writing and signed by a 15.7 The Buyer may attach or fix the Goods to other property belonging to the Buyer, but provided that the Goods may be Director of the Seller. removed without causing damage (other than superficial damage) to the property of the Buyer such attaching or fixing shall not affect the ownership of the Goods. 6.2 In entering into this Contract, the Buyer acknowledges that it does not rely on and waives any claim for breach of any representations which are not confirmed in Writing as provided for in clause 6.1 15.8 In the event that the price for the Goods is not paid by the due date the Seller shall at its absolute discretion be at liberty 6.3 Any advice or recommendation given by the Seller or its employees or agents to the Buyer or its employees or agents as either to recover the Goods or maintain an action for the price of the Goods and/or damages. to the storage, application or use of the Goods which is not confirmed in Writing by the Seller is followed or acted upon entirely at the Buyer’s own risk, and accordingly the Seller shall not be liable for any such advice or recommendation which 15.9 No provision of these Conditions shall prejudice the Seller’s rights to exercise any alternative remedies whatsoever in default is not so confirmed. of payment by the Buyer or any other breach of contract. 6.4 All illustrations, drawings and general descriptions accompanying any quotation from the Seller or contained in the Seller’s 15.10 Each of the preceding clauses shall be construed and take effect separately and in the event of one or more of such clauses price lists, advertisements or other literature or otherwise provided to the Buyer are intended for general guidance only and being held ineffective this shall not affect the validity of the remaining clauses. shall not be binding by the Seller and are only approximate indications of the type, size or colour of Goods quoted for and sales of such Goods shall not be by reference thereto. Any typographical, clerical or other error or omissions in any sales 16. Termination literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Seller shall be 16.1 Save as herein appears the Buyer shall have no right to cancel the whole or any part of the Contract and if notwithstanding subject to correction without any liability on the part of the Seller. this clause, the Buyer shall purport to cancel the whole or any part of the Contract, the Seller may, by notice in Writing to the Buyer, elect to treat the Contract as repudiated and the Buyer shall thereupon be liable to pay to the Seller by way of 7. Carriage and Packaging liquidated damages a sum equal to all the expenses incurred by the Seller in connection with the Contract including, in 7.1 Unless expressly stated in Writing by the Seller all prices quoted are ex-works and carriage is not included. particular without limitation, an appropriate amount in respect of administrative overheads, costs and losses or profits. 7.2 The packaging of the Goods is at the sole discretion of the Seller who shall have the right to pack the Goods in such manner 16.2 The Seller’s reasonable estimate of the expenses incurred by it on repudiation by the Buyer as referred to in clause 16.1 shall and with such materials as it things fit. Be final and binding on the parties. 8. Price 16.3 If the Seller for whatsoever cause is unable to make delivery of the Goods on the delivery date set out in the Contract or if 8.1 All prices shall be exclusive of Value Added Tax and any other taxes from time to time in force and shall be such prices as the Seller is unable to perform any of its other obligations under the Contract, the Seller may, by notice in Writing to the Buyer, stated by the Seller. terminate the Contract or suspend the Contract without liability for any loss or damage thereby incurred by the Buyer. 8.2 Prices shall be subject to variation at the sole discretion of the Seller at any time. 16.4 In addition to the right to cancel any uncompleted order or suspend delivery thereof pursuant of clause 5.2 the Seller shall have a similar right of cancellation of any uncompleted order or to suspend delivery in respect of any orders, where the 8.3 The price of the Goods shall be the Seller’s quoted price. The Seller reserves the right, by giving notice to the Buyer at any delivery of such Goods would result in the amount of monies outstanding to the Seller from the Buyer for these Goods and time before delivery to increase the price of the Goods to reflect any increase in the cost to the Seller which is due to any for any other Goods supplied by the Seller, would exceed the Seller’s credit limit on the Buyer, as provided by the Seller’s factory beyond the control of the Seller (such as, without limitation, any foreign exchange fluctuation, currency regulation, insurers. alteration of duties, significant increase in the costs of labour, material, material or other costs of manufacture), any change in delivery dates, quantities or specification for the Goods which is requested by the Buyer, or any delay cause by any 16.5 This clause applies if: - instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions. 16.5.1 the Buyer makes any voluntary arrangement with its creditors or becomes subject to an administration order or 9. Payment (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the 9.1 Once credit checks are made and assuming satisfactory credit cover is obtained then, subject to clause 8.2 the Seller will invoice purposes of amalgamation or reconstruction); or the Buyer immediately upon dispatch of ordered Goods. Save where otherwise indicated on the invoice in Writing the total 16.5.2 an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer, or value must be paid by the Buyer to the Seller within 30 days of delivery of the Goods which are the subject matter of the invoice 16.5.3 the Buyer ceases, or threatens to cease, to carry on business; or in question (Notwithstanding the above, terms of payment are subject to credit checks and can be subject to change, depending 16.5.4 the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer upon the findings of up to date credit checks being obtained. In the event of any credit limit, that is set by the Seller, being exceeded and notifies the Buyer accordingly. then payment of the difference would be on a pro-forma basis). 9.2 Where the Goods are to be collected by the Buyer or the Buyer wrongfully fails to take delivery of the Goods, the Seller shall be entitled to invoice the Buyer for the price at any time after the Seller has notified the Buyer that the Goods are ready for 16.6 If clause 16.5 applies, then, without Prejudice to any other right or remedy available to the Seller, the Seller shall be entitled collection or (as the case maybe) the Seller has tendered delivery of the Goods. to cancel the Contract or suspended any further deliveries under the Contract without any liability to the Buyer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any 9.3 The time for payment of the price shall be of the essence of this Contract. Should full payment of invoices from the Buyer previous agreement or arrangement to the contrary. not be received by the Seller within the required period, the Buyer will be liable to the Seller for a late payment surcharge in accordance with clause 9.4.3 17. Samples or Displays 9.4 If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the 17.1 The Buyer shall be responsible to pay to the Seller for the cost of any samples or displays supplied by the Seller to the Buyer. Seller, the Seller shall be entitled to: - 18. Force Majeure 9.4.1 cancel the Contract or suspend any further deliveries to the Buyer and/or 18.1 Insofar as the performance of the Contract by the Seller may be affected by any strike, any lack of available transport or 9.4.2 appropriate any payment made by the Buyer to such of the Goods (or the Goods supplied under any other contract materials, any restriction, regulation or decree by any local municipal authority or government department or by any strike, between the Buyer and the Seller) as the Seller may think fir (notwithstanding any purported appropriation by the commotion, riot, act of God or for any other cause or reason of whatsoever nature beyond the Seller’s control (which shall Buyer and/or be construed without the elusdem generis rule) the Seller may elect at its absolute discretion either: - 9.43 charge the Buyer interest (both before and after any judgement) on the amount unpaid, at the rate of four per cent per annum above Barclays Bank plc base rate from time to time, until payment in full is made (a part of a month 18.1.1 to terminate the Contract; or being treated as full month for the purpose of calculating interest). 18.1.2 to proceed to perform or continue performance under the Contract within a reasonable time after the termination of such events or circumstances and with such reasonable variation as the circumstances shall prevail. 10. Collection 10.1 If the recovery of any sums outstanding from the Buyer to the Seller is passed to a debt collection agency, the Buyer shall 19. Consents pay the Seller’s costs incurred on an indemnity basis in instructing the said debt collection agency and all legal and other 19.1 It shall be the responsibility of the Buyer (and not of the Seller) to obtain all consents necessary for the installation and costs ancillary thereto. storage of any Goods and to satisfy himself that the installation and storage of such goods in accordance with the provision of any relevant by-laws, regulations or statutes. 11. Delivery 11.1 Save where the Buyer collects the Goods from the Seller’s premises (in which case delivery shall take place the Seller’s 20. Severability premises) delivery shall take place at the Buyer’s premises or such other actual location of which the Buyer shall have 20.1 Should any of these Conditions be found by a court or other competent authority to be void or unenforceable such previously notified the seller in Writing. provision shall be deemed to be deleted from these Conditions and the remaining Conditions shall continue in full force and effect. 11.2 The Seller will endeavour to complete on any delivery dates stipulated, but such dates are only estimated and the Seller but will not be liable to the Buyer fro any loss, damage, injury, penalty, claim or any matter of whatsoever nature arising 21. Notices from any delay in delivery and time for delivery shall not be of the essence of the Contract. 21.1 Save as herein before otherwise provided, any notice required or permitted to be given by the Buyer under these Conditions shall be in Writing, addressed to the Seller at its trading address shown on the Contract. Any notice required or permitted 11.3 The Seller shall be entitled to deliver Goods by instalments. Where the Goods are to be delivered in instalments, each to be given by the Seller to the Buyer under these Conditions shall be in Writing, address to the Buyer at the address shown delivery shall constitute a separate contract and failure by the Seller to delivery any one or more of the instalments in for the Buyer herein. accordance with these Conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated. 22. Conflict 22.1 to the Extent of any conflict between these Conditions and any Terms and Conditions of the Buyer either on the Buyer’s order form or otherwise, the Conditions herein contained shall take precedence. The Seller shall not be bound by the Buyer’s Terms 11.4 The Seller reserves the right to withhold delivery of Goods and to the Buyer at any time when the Buyer is exceeding or upon and Conditions or any of them unless expressly agreed to in writing by a Director of the Seller. delivery would exceed any credit limit with the Seller either in relation to such Goods or otherwise. 23. Proper Law 11.5 A delivery or collection note signed by or on behalf of the Buyer or of the Buyer’s customer or the duly authorised agent of 23.1 These conditions and Contract shall be construed according to English Law and the parties hereto hereby submit to the either of them is deemed to be absolute evidence of delivery or collection of the Goods specified therein. non-exclusive jurisdiction of the Courts of England and Wales.