Privacy Policy

Tudor Rose International, one of the UK’s leading export management companies selling food and drinks brands of all types including ambient, chilled and frozen as well as offering a bonded warehouse and product adjustment capability for labelling, co packing and date coding services. Importing FMCG goods into 80 countries around the World. Including the following brands. Ambrosia, Baxters, Birds, Bisto, Bottlegreen, Brothers Cider, Butterkist, Cadbury, Cadbury Flake, Cathedral City, Cidal, Clover, Country Life, Dorset Cereals, Dragonfly Tea, Duppy Share, East Coast Bakehouse, Eat Natural, Eat Real, Eleven O'Clock Tea, Fox’s Mints, Fray Bentos, Halo Top Ice Cream, Hartleys, Iceland, Jack Daniels, Jordans, Kestrel, Lucozade, Nandos, Oh My, Organix, Oxo, Proper Corn, Ribena, Robertsons, Ryvita, Sarsons, Sharwoods, Shloer, Simple, Skinny, Taveners, Thorntons, Tick Tock, Tyrrells, Typhoo, Utterly Butterly, Vitalite, Whitworths, Willow, WKD, Wrights

Distribution, export, FMCG, consumer goods, food, drink, logistics

This privacy notice provides you with details of how we collect and process your personal data either through both your use of our site www.tudor-rose.com as well as any information you may give us to allow and help us provide our services and to carry out business activities.

We need to collect and use certain types of personal information about the people we deal with, such as current, past and prospective clients, suppliers, affiliates, employees, professional contacts and others with whom we communicate.

In addition, we may occasionally be required, by law or via our professional body to collect, use and share certain types of personal information to comply with the requirements of government departments, agencies and regulators.

Under the Data Protection Legislation, all organisations which handle personal information must comply with a number of important principles regarding the privacy and disclosure of this information.

We believe that the lawful and correct treatment of personal information is critical to our successful operation. We recognise that to maintain our professional reputation and integrity, we must be fully compliant with this legislation.

By providing us with your data, you warrant to us that you are over 13 years of age.

Data Protection Legislation

In the United Kingdom and the European Economic Area (EEA), “Data Protection Legislation” means all applicable data protection and privacy legislation or regulations including The Privacy and Electronic Communications (EC Directive) Regulations 2003 (also known as PECR) and any guidance or codes of practice issued by the European Data Protection Board or the Information Commissioner, together with:

prior to 25 May 2018, the UK Data Protection Act 1998; and
from 25 May 2018 onwards Regulation (EU) 2016/679 (the “General Data Protection Regulation” or “GDPR”), as amended by the UK Data Protection Bill.

Personal data must be processed in accordance with six ‘Data Protection Principles.’ It must:

be processed fairly, lawfully and transparently;
be collected and processed only for specified, explicit and legitimate purposes;
be adequate, relevant and limited to what is necessary for the purposes for which it is processed;
be accurate and kept up to date. Any inaccurate data must be deleted or rectified without delay;
not be kept for longer than is necessary for the purposes for which it is processed; and
be processed securely.

We are accountable for these principles and must be able to show that we are compliant.

Additionally, we will ensure that:

there is someone with specific responsibility for data protection in the organisation
we take appropriate technical and organisational security measures to safeguard personal information; and
we ensure that personal information is not transferred abroad without suitable safeguards.
we regularly review and audit how we handle personal information.
the ways we handle personal information are clearly described.
everyone handling personal information understands that they are responsible for following good practice.
everyone handling personal information is appropriately trained and properly supervised.
we regularly assess the performance of people who handle personal information.
anybody wanting to make enquiries about handling personal information knows what to do; and
queries about handling personal information are dealt with properly and courteously.

If you are not happy with any aspect of how we collect and use your data, you have the right to complain to the Information Commissioner’s Office (ICO), the UK supervisory authority for data protection issues (www.ico.org.uk). We should be grateful if you would contact us first if you do have a complaint so that we can try to resolve it for you.

It is very important that the information we hold about you is accurate and up to date. Please let us know if at any time your personal information changes by either emailing us at TRIMarketing@tudor-rose.com, or by liaising directly with your known contacts at Tudor Rose or by writing to us at Kingfisher Business Park, London Road, Stroud, Gloucestershire GL5 2BY, or calling us on +44 (0) 1453 732880.

The types of personal data we collect and use

Personal data means any information capable of identifying an individual. It does not include anonymised data.

We may process certain types of personal data about you as follows:

Identity Data may include your first name, maiden name, last name, username, marital status, title, date of birth and gender, National Insurance numbers.
Contact Data may include your billing address, delivery address, email address and telephone numbers.
Financial Data may include your bank account details and other financial details.
Marketing and Communications Data may include your preferences in receiving marketing communications from us and our third parties and your communication preferences.

Sensitive Data

We do not collect any Sensitive Data about you. Sensitive data refers to data that includes details about your race or ethnic origin, religious or philosophical beliefs, your trade union membership, genetic and biometric data, sex life, sexual orientation, and information about your health. We do not collect any information about criminal convictions and offences.

Using your personal data: the legal basis and purpose

We will process your personal data:

As necessary to perform our contract with you and to update our records
As necessary for our own legitimate interests e.g. for good governance and managing our business operations and to send you marketing communications (or those of a third party) and your interests and fundamental rights do not override those interests. You have the right to challenge our legitimate interests and request we stop this processing.
As necessary to comply with a legal obligation e.g. when you exercise your rights under data protection law and make requests; for compliance with legal and regulatory disclosures, for establishment and defence of legal rights; to verify your identity and anti-money laundering checks.
Generally, we do not rely on consent as a legal ground for processing your personal data, other than in relation to sending marketing communications to you via email or text message. You have the right to withdraw consent to marketing at any time by emailing us at TRIMarketing@tudor-rose.com.

Change of purpose

We will only use your personal data for the purposes for which we collected it, unless we reasonably consider that we need to use it for another reason and that reason is compatible with the original purpose. If you wish to find out more about how the processing for the new purpose is compatible with the original purpose, please email us at TRIMarketing@tudor-rose.com.
If we need to use your personal data for a purpose unrelated to the purpose for which we collected the data, we will notify you and we will explain the legal ground of processing.

We may process your personal data without your knowledge or consent where this is required or permitted by law.

DISCLOSURES OF YOUR PERSONAL DATA

Subject to applicable data protection law we may share your personal data with:

Government bodies and agencies in the UK e.g. HMRC and Companies House;
Sub-contractors and other persons who help us provide our services;
Professional advisers including lawyers, bankers, auditors and insurers who provide consultancy, banking, legal, insurance and accounting services.
Service providers who provide IT and system administration services.
Courts, to comply with legal requirements;
In an emergency or to otherwise protect your interests;
Anyone else where we have your consent or as required by law.

We require all third parties to whom we transfer your data to respect the security of your personal data and to treat it in accordance with the law. We only allow such third parties to process your personal data for specified purposes and in accordance with our instructions.

International Transfer of Data

We are based in the UK but sometimes your data may be transferred outside the EEA. If we do transfer data outside the EEA we will make sure there are suitable safeguards in place, for example by using approved contractual agreements, ensuring adequate levels of data protection unless certain exceptions apply.

DATA SECURITY

We have put in place appropriate security measures to prevent your personal data from being accidentally lost, used or accessed in an unauthorised way, altered or disclosed. In addition, we limit access to your personal data to those employees, agents, contractors and other third parties who have a business need to know such data. They will only process your personal data on our instructions and they are subject to a duty of confidentiality.

We have put in place procedures to deal with any suspected personal data breach and will notify you and any applicable regulator of a breach where we are legally required to do so.

Data retention periods

We will only retain your personal data for as long as necessary to fulfil the purposes we collected it for, including for the purposes of satisfying any legal, accounting, or reporting requirements.
To determine the appropriate retention period for personal data, we consider the amount, nature, and sensitivity of the personal data, the potential risk of harm from unauthorised use or disclosure of your personal data, the purposes for which we process your personal data and whether we can achieve those purposes through other means, and the applicable legal requirements.
By law we must keep basic information about our clients (including Contact, Identity, Financial and Transaction Data) for six years after they cease being customers for tax purposes.

In some circumstances we may anonymise your personal data (so that it can no longer be associated with you) for research or statistical purposes in which case we may use this information indefinitely without further notice to you.

Your rights under applicable data protection law

Under certain circumstances, you have rights under data protection laws in relation to your personal data. These include You have the right to information about what personal data we process, how and on what basis. You have the right to access your own personal data by way of a subject access request. You have the right to:

Request access to your personal data.

Request correction of your personal data.
Request erasure of your personal data.
Object to processing of your personal data.
Request restriction of processing your personal data.
Request transfer of your personal data.
Right to withdraw consent.

If you wish to exercise any of the rights set out above, please contact us directly.

You will not have to pay a fee to access your personal data (or to exercise any of the other rights). However, we may charge a reasonable fee if your request is clearly unfounded, repetitive or excessive. Alternatively, we may refuse to comply with your request in these circumstances.

We may need to request specific information from you to help us confirm your identity and ensure your right to access your personal data (or to exercise any of your other rights). This is a security measure to ensure that personal data is not disclosed to any person who has no right to receive it. We may also contact you to ask you for further information in relation to your request to speed up our response.

We try to respond to all legitimate requests within one month. Occasionally it may take us longer than a month if your request is particularly complex or you have made a number of requests. In this case, we will notify you and keep you updated.

Third Party Links

This website may include links to third-party websites, plug-ins and applications. Clicking on those links or enabling those connections may allow third parties to collect or share data about you. We do not control these third-party websites and are not responsible for their privacy statements. When you leave our website, we encourage you to read the privacy notice of every website you visit.

What is a cookie?

A cookie is a small text file that is stored on the web browser of your computer or mobile device by a website’s server. The information that is collected is unique to you and only the server that delivered the cookie will be able to retrieve or read its contents.

The benefits of cookies

Cookies are often used to enhance your experience on a website as they can remember information about your visit, such as your personal preferences. For example, cookies are used when you create an account with a website so that information about you can be remembered saving you time on your next visit.

How we use cookies

We use traffic log cookies (via Google Analytics) to identify which pages are being used. This helps us analyse data about web page traffic and improve our website in order to tailor it to customer needs.

If you do not want to accept please navigate away from this website, if you choose to continue viewing the website cookies will still be activated. To learn more about how to disable cookies or opt out of their usage please visit www.aboutcookies.org.

Please be aware that disabling cookies may prevent you from taking full advantage of the website.

If you have any questions about this privacy policy, or if you wish to exercise your rights, you can contact us by going to the Contact Us section of our website. Alternatively you can write to us at Kingfisher Business Park, London Road, Stroud, Gloucestershire GL5 2BY, marking for the attention of the Office Manager or call us on +44 (0)1453 732880

Anti-Bribery

From the Board of Directors:

Bribery and corruption remain a major issue in world trade, despite the many dedicated efforts to prevent them. Our legal obligations are substantially greater since 1 July 2011 when the Bribery Act 2010 came into force in the UK. That Act affects us, as a UK company, if bribery occurs anywhere in our business.

Corruption and bribery are very damaging to the societies in which they occur. They divert money and other resources from those who need them most. They hinder economic and social development. They damage business, not least by increasing the cost of goods and services.

We run our business with integrity. Our staff work together to ensure that they remain untainted by bribery or corruption. This policy is the core of that effort. This policy has the full support of our Board, and our staff are committed to following it. We ask all our contacts to respect this policy in all dealings with TRI.

Introduction

This policy sets out the steps the TRI team must take to prevent bribery and corruption in our business and to comply with relevant legislation and TRI requirements.

What are bribery and corruption?

Corruption is the misuse of office or power for private gain. Bribery is a form of corruption. It means:

giving or receiving money, gifts, meals, entertainment or anything else of value;
as an inducement to a person to do something which is dishonest or illegal;
in the course of doing business.

In other words, bribery is designed to make a person act wrongly to secure an advantage for the giver.

Who can be involved in bribery and in what circumstances?

Bribery and corruption may be committed by:

our employees, officers or directors;
anyone they authorise to do things on their behalf;
our distributors, our representatives and other third parties who act on
our behalf;
our suppliers;
our customers (they might try to induce one of our people to give them more favourable terms).

Bribery can occur in both the public and private sectors. The person receiving the bribe is usually in a position to influence the award or the progress of business, often a government or other public official.

The legal position on bribery

Bribery and corruption are criminal offences in most countries where we do business. UK-incorporated companies, including ourselves, are subject to the Bribery Act 2010. Under the Act, it is illegal:

· to pay or offer to pay a bribe;
to receive or agree to receive a bribe;
to bribe a foreign public official;
for a commercial organisation, to fail to have adequate procedures in place to prevent bribery.

It does not matter whether the bribery occurs in the UK or abroad. A corrupt act committed abroad may well result in a prosecution in the UK. Nor does it matter whether the act is done directly or indirectly.

TRI’s position on bribery

Our position is simple. We conduct our business to the highest legal and ethical standards. We will not be party to corruption or bribery. Such acts damage our reputation and expose us, and our employees, to the risk of fines and imprisonment.

Bribery may be more widespread in some countries, and business sectors, than others. In some cases we may be told that unless we pay bribes we will not win business or be able to complete contracts. That does not matter. If we were to be involved in even one instance of bribery, we would have shown that we engage in such conduct. We do not.

Risks of not acting with integrity

Involvement in bribery or corruption carries many risks. Among them are:

a company which pays—or accepts—bribes is not in control of its business and is at risk of blackmail;
the UK Bribery Act is one of the widest-ranging pieces of legislation in
the field. It covers any corrupt act by a UK company (or by a foreign company trading here) wherever it occurs;
if the Company is found guilty of bribery—or even of failing to have adequate procedures in place to prevent bribery—it will be subject to large fines;
any person guilty of bribery will be subject to fines and/or imprisonment (up to 10 years under the Bribery Act);
a public exposure, or even allegation, of bribery would entail severe reputational damage.

Benefits of integrity

Equally, there are very clear benefits to acting with propriety. These include:

we increase our chances of being selected by a Brand Owner to manage exports on their behalf. The supply chain organisations of our Brand Owners cannot deal with us unless we have an effective anti-bribery programme in place;
we remain in good standing with our banks and our own suppliers and they will want to keep doing business with us;
a business with high ethical standards is a good place to work. It promotes clear communication and lets us act with confidence.

What are indicators of bribery?

Common indicators of corruption include those listed below. There may well be others. For example:

Payments are for abnormal amounts (e.g. commission), or made in an unusual way, e.g. what would normally be a single payments is made in stages, through a bank account never previously used, or in a currency or via a country which has no connection with the transaction;
Process is bypassed for approval or sign-off of terms or submission of tender documents, payments, or other commercial matters;
Individuals are secretive about certain matters or relationships and/or insist on dealing with them personally. They may make trips at short notice without explanation, or have a more lavish lifestyle than expected;
Decisions are taken for which there is no clear rationale;
Records are incomplete or missing.

Who is responsible for this policy

The Managing Director has overall responsibility for this policy. Managers have responsibility for it in their business units and territories. The Executive Team is responsible for ensuring that this policy is adhered to by all areas of the business.

Areas of specific risk

Certain areas of business are often at higher risk than others. These include:

Gifts and hospitality: Officers and employees of the Company must not solicit any gift or hospitality in the course of his/her employment.

Officers and employees must not offer or receive from any person or organization who has had, has or may have any influence over the business of TRI:

a personal or corporate gift to a value in excess of £100;
hospitality to a value in excess of £500.

These values apply to gifts or hospitality given or received in the UK. For values relevant to gifts or hospitality given or received in other countries please refer to your General Manager. The Company may exercise its discretion to permit gifts or hospitality which exceeds the threshold limits in this paragraph. This discretion may only be exercised by Managing Director.

Facilitation payments: These are also known as ‘grease’ payments.

Usually they are small amounts paid to officials to provide goods or services to which we are already entitled, e.g. speeding up the grant of a licence or permit, or delivering goods which we have ordered and paid for. In some cases they may be larger.

Facilitation payments are common in many countries, particularly those where public officials are poorly paid. We may be told that this is normal practice and that we will be disadvantaged unless we do the same. But such payments are illegal under the UK Bribery Act and in many other counties where we do business. Whatever their size, we do not offer or pay them. If staff or intermediaries are faced with a request, or a demand, for such a payment, they should contact a member of the Executive Team immediately.

Third parties: We use external parties like distributors to help us achieve our business objectives. Whilst that use is important, and in some cases essential, it can involve significant risks. It is therefore the subject of a separate Intermediaries Policy.

Political contributions: You should be aware that such contributions can be (or be seen as) bribes in disguise. We do not make donations to political parties.

Charitable donations: Bribes may even be disguised as charitable donations. Again, for that reason, donations we make are approved by resolution of the Board and recorded. Whilst individuals may of course make personal donations to charity, they should not do so on behalf of the Company without prior approval from the Managing Director.

Local Circumstances

We understand that different parts of the world have different social and cultural customs. This does not affect our stand that we do not pay or accept bribes or act corruptly: However, subject to that position, we understand the need to be sensitive to local customs. For example, there are cultures in which refusing (or even failing to offer) a gift is considered impolite, and could alienate a key contact. In such cases, staff will refer to a member of the Executive Team.

Exceptional circumstances

In some circumstances a payment is justifiable. If one of our people is faced with a threat to his or her personal safety or that of another person if a payment is not made, they should pay it without fear of recrimination. In such cases, however, the Managing Director 5

must be contacted as soon as possible, and the payment and the circumstances in which it was made must be fully documented and reported to the Managing Director and the

Executive Team within five working days. Consider carefully whether to involve the police. There may be cases where this will actually make the situation worse. If, on consideration, this appears to be the best course of action, always consult the Managing Director first.

Such cases will be rare. All our representatives visiting regions where they are more common should familiarise themselves, prior to travel, with current guidance relating to those countries. For general information on travelling to a particular country, please consult the latest information from the Foreign and Commonwealth Office.

Risk assessment

Risk in our business will vary by area. The Managing Director and the Executive Team are responsible for assessing the level of risk to which their area of the business is subject, and, with the approval of the Managing Director, putting in place any measures additional to those outlined in this policy they consider are required.

Records

It is essential that we keep full and accurate records of all our financial dealings. Transparency is vital; false or misleading records could be very damaging to us. Under money laundering regulations our accountants are obliged to report anything which appears to be irregular.

Monitoring

Everyone in the Company must observe this policy. It will count for nothing unless we do. An internal audit will be carried out by our finance team who will monitor it regularly to make sure it is being adhered to. In doing this they act in the interest of our business as a whole, and it is therefore the responsibility of all our staff to help them in this. The Executive Team will report regularly to the Managing Director concerning each department’s region compliance with this policy.

Your responsibility

Everyone in the Company is responsible:

for reading and knowing the contents of this policy;
for keeping full and accurate records of all cases where bribery is suspected;
for reporting cases where you know, or have a reasonable suspicion, that bribery has occurred or is likely to occur in our business.

What to do if you think something is wrong

Staff have a responsibility to speak out if they discover anything corrupt or otherwise improper occurring in relation to our business. We cannot maintain our integrity unless we do that. If we discover or suspect corruption, whether:

by another staff member;
by a third party who represents us;
by one of our suppliers or competitors;
or by anyone else—perhaps even a customer seeking to get better terms from us,

it should be reported it to a line manager and the Executive Team as soon as possible. We will investigate all allegations of corruption immediately.

Conclusion

We take this Policy very seriously. Our reputation comes from the way we act. Anyone who pays bribes on our behalf will be subject to disciplinary action. Equally, we will not penalise someone who loses business through not paying a bribe.

If in doubt about anything in this policy, do not hesitate to contact: the Executive Team or the Managing Director.

Intermediaries Policy

From the Board of Directors

We run our business with integrity. All of us must work together to ensure that they remain untainted by bribery or corruption. This policy is integral to that effort and we are all, the board and all employees of the Company bound by it.

This policy covers the use of intermediaries which includes our customers, both distributors and retailers. It also includes consultants, advisors, lawyers, agents, suppliers or other third parties, who assist with our business. In addition to complying with all applicable Company policies and procedures, this policy sets out the due diligence steps required before and during the engagement of an intermediary to ensure that the use of such an intermediary does not improperly affect the outcome of procurement, application or any other business transaction.

Intermediaries Due Diligence Procedures:

Existing Customers

All customers will be sent the terms and conditions and must acknowledge receipt.

A risk assessment will be carried out on all customers once every 2 years and an ‘Anti- Bribery Policy Risk Assessment Form’ completed. This will identify the risk level (based on the corruption perceptions index) and should include an internet search for any evidence of bribery connected to the customer. If this highlights any areas of concern they will be brought to the attention of the Managing Director and appropriate action agreed to protect the company.

New Customers

All new customers should complete a ‘Trading Account Application Form’.

This includes a request for references and a signature to say Terms and Conditions have been received and understood.

The risk assessment process should be carried out immediately, before any shipments are made and should include contacting references to ask about the customers trading record and credit record.

Other Intermediaries

The manager appointing the intermediary should complete an ‘Anti-Bribery Policy Risk Assessment Form – Non Trading’. This enquiry should be supplemented with local or web based research to ensure that the intermediary has not been involved in bribery.

There must be a clear written agreement defining the service which the intermediary is to provide e.g. a quotation. This must include confirmation that the intermediary will comply with our policy prohibiting bribery.

All Intermediaries

We require that checks are made to ensure that the intermediary is not personally connected to a customer of ours and is not otherwise able to improperly influence a customer’s purchasing decisions.

References must be obtained from another reputable source, ideally a company with whom the intermediary has previously done business.

The name and principal business address should be recorded as well as all company details. The reasons why the intermediary has been engaged should be recorded and specific details obtained where the service to be provided is not that which is provided in the ordinary course of that intermediary’s business. Further enquiries should be made and recorded where the principal address is not in the same country as the project or business or where it is located in a tax haven.

If any licences or fees are required in order to carry out the business which the intermediary is engaged to carry out, the details of these fees should be obtained from the department or officer responsible and recorded. An official receipt should be obtained and retained.

We must make enquiries as to the payment terms of all intermediaries. In particular, if payment is not made direct but to a nominated third party or numbered bank account then further details must be obtained and recorded. 8

We must consider whether fees and any other benefits to be paid to the intermediary are reasonable in respect of the scope of the work. The reasons for the fees settled upon must be recorded.

During the engagement of an intermediary we must retain documentary evidence of specific introductions the intermediary makes and related assistance provided.

The company will review the engagement of each intermediary on a periodic basis to confirm that they continue to provide legitimate value to the business.

We require that the results of all these investigations and consequent assessment and decisions be recorded and maintained so that they can be monitored and reviewed.

If at any time we become suspicious of an intermediary’s background, behaviour or demands, this will be reported to a line manager and to the Finance Director as soon as possible. This can be done anonymously.

The Company will investigate all allegations immediately and thoroughly and properly end the relationship with the intermediary if it is warranted.

All these due diligence steps and precautions are crucial particularly when hiring or working with an intermediary in a country where corruption is known.

Terms & Conditions

1. Definitions

In relation to the terms and conditions set out below (the “Conditions”) the following words shall have the following meanings:

Buyer: the person, firm, company or other entity who purchases Goods from the Seller;

Contract: means the agreement between the Seller and the Buyer for the sale and purchase of Goods incorporating these Conditions;

Order: means the Buyer’s order for the Goods from the Seller set out in the Buyer’s order form or in the Buyer’s written acceptance of the

Seller’s quotation for the supply of Goods;

Seller: Tudor Rose International Limited

Goods: means the goods set out in the Order and to be supplied by the Seller to the Buyer

Specifications: all specifications and descriptions of any goods supplied or to be supplied;

Territory: (if appropriate) the agreed territory for the sale of the Goods by the Buyer to its customers in the Territory.

2. Basis of Contract

2.1. These terms and conditions apply and form part of the Contract between the Seller and the Buyer. They supersede any previously issued terms and conditions of supply. Every Order by the Buyer constitutes unconditional acceptance of these Conditions. These Conditions shall prevail over, supersede and exclude any inconsistent terms or conditions contained in or referred to in the Buyer’s acceptance of an Order, correspondence or elsewhere. No addition to or variation or exclusion of these Conditions or any of them shall be binding upon the Seller unless confirmed expressly and specifically by a director of the Seller, in writing.

2.2. The Buyer agrees to comply with all requirements of the Seller in respect of delivery, storage, warehousing, invoicing, quality control, and other such requirements (including any amendments to the requirements) as are notified to the Buyer from time to time and these requirements will form part of each Contract. The Seller agrees to give the Buyer reasonable notice of its requirements.

2.3. A quotation made by the Seller does not constitute an offer and the Seller reserves the right to withdraw or revise the same at any time prior to the Seller’s acceptance of the Buyer’s Order. In any event any Order sent by the Buyer shall be accepted at the Seller’s discretion. Any quotation will be valid for 28 days only from the date of issue

2.4. The Buyer shall be responsible to the Seller or ensuring the accuracy of the terms of any Order (including any applicable specification) submitted by the Buyer, and for giving the Seller any necessary information relating to the Goods within a sufficient time to enable the Seller to perform the Contract in accordance with its terms.

2.5. The Seller reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable statutory or EC requirements or, where the Goods are to be supplied to the Seller’s specification, which do not materially affect their quality or performance.

3. Delivery

3.1. Delivery of the Goods shall be made by the Buyer (or its carrier) collecting the Goods at the Seller’s premises at any time after the Seller has notified the Buyer that the Goods are ready for collection or, if some other place for delivery is agreed by the Seller, by the Seller delivering the Goods to that place.

3.2. Delivery dates mentioned in any quotation or the Seller’s acknowledgment of order or any other document issued by the Seller are given in good faith by the Seller and are estimates only, but the Seller shall use every reasonable endeavour to meet them. However the Seller shall not be under any liability to the Buyer in respect of any failure to deliver on any such particular date or dates. The Goods may be delivered by instalments. Any delay in delivery or defect in an instalment will not entitle the Buyer to cancel any other instalment

3.3. Delivery shall be as defined by the Incoterms stipulated or agreed in writing by the Seller. The Seller may charge for delivery at a location other than as agreed.

3.4. If the Buyer refuses or fails to take delivery of goods tendered in accordance with the contract the Seller shall be entitled to immediate payment in full for the goods so tendered. The Seller shall be entitled to store at the risk of the Buyer any goods of which the Buyer refuses or fails to take delivery and the Buyer shall, in addition to the purchase price, pay on demand all costs of such storage and any additional costs incurred as a result of such refusal or failure. The Seller shall be entitled in the case of short life products immediately to dispose of the same in such manner as the Seller may determine and in the case of all other products the Seller bshall be entitled after the expiration of one month from the date or refusal to take delivery to dispose of the goods in such manner as the Seller may determine.

3.5. The Seller shall be deemed to have fulfilled its contractual obligations in respect of any delivery though the quantity may be up to 5% more or less that the quantity specified in the Contract or Order and in such event the Buyer shall pay for the actual quantity delivered

4. Cancellation

Orders may only be cancelled by the Buyer on written notice and on payment to the Seller of cancellation charges which take into account expenses incurred and commitments already made by the Seller as a consequence of the Buyer having placed its Order.

5. Passing of Property and Risk

5.1. No property in the goods delivered shall pass from the Seller to the Buyer unless the Seller has received payments in full of all monies due to the Seller from the Buyer under the contract or any other contractual arrangements between the Seller and Buyer. Even though property has not passed the Seller shall be entitled to sue for the price of the goods once the payment has become due.

5.2. Until property in the goods passes to the Buyer in accordance with the foregoing, the Buyer shall hold the goods on a fiduciary basis as bailee of the Seller. The Buyer shall store the goods (at no cost to the Seller) separately from all other goods in its possession and marked in such a way that they are clearly identified as the Seller’s property.

5.3. The Seller reserves the right to repossess any goods including goods incorporated in other products in respect of which payment is overdue and thereafter to resell the same and for this purpose the Buyer hereby grants an irrevocable right and licence to the Seller’s servants and agents to enter upon all or any of its premises or the premises of any third party on which the goods or other products are stored with or without vehicles during normal business hours. The right shall continue to subsist notwithstanding the termination of the contract for any reason and is without prejudice to any accrued rights of the Seller thereunder or otherwise.

5.4. Risk in the Goods will pass to the Buyer on delivery or when the Goods are transferred to the Buyer or its carrier under clause 3.1 or 3.3 (as the case may be)

5.5. Where there is a Distribution agreement in place between the Seller and the Buyer, in the event of any ambiguity or inconsistency between the terms of the Distribution agreement and these Terms, the terms of the Distribution agreement shall prevail

6. Warranty and Liability

6.1. The Seller warrants that the goods shall be of satisfactory quality (within the meaning of the Sale of Goods Act 1979) and shall at the time of delivery correspond with any agreed specification and conform with all applicable statutes and regulations relating to food supplies of the relevant kind and if packaged then (unless packaged in the Buyer’s own label or packaged by the Seller to the instructions of the Buyer) the goods shall comply with all applicable UK statutory labelling requirements. All other conditions, warranties and representations expressed or implied by statute, common law or otherwisein relation to the goods are excluded to thefullest extent permitted by law.

6.2. The Seller’s only obligation in relation to defective goods shall be at its option to make good any shortage or non-delivery and/or as appropriate to replace any goods found to be damaged or defective and/or to refund the cost of such goods to the Buyer.

6.3. The Seller’s aggregate liability to the Buyer 3 whether for negligence, breach of contract, misrepresentation or otherwise shall in no circumstances exceed the price paid by the Buyer for the goods in respect of any occurrence or series of occurrences.

6.4. The Seller shall not be liable to the Buyer:

6.4.1. for defects in the goods caused by abnormal or unsuitable conditions of (including the manner in which the goods are stacked and moved within the warehouse or other storage facility) or use by, or any act neglect or default of, the Buyer or any third party;

6.4.2. for the unsuitability of the goods for mixing with other goods or substances unless the Buyer has made full disclosure of all material facts and in particular (but not limited to) standards, market requirements, ingredients and specifications with which the goods should conform;

6.4.3. for any indirect or consequential loss or damage (whether for loss of profit, revenue, goodwill or any other economic loss including physical damage or otherwise), costs or expenses suffered by the Buyer, howsoever caused.

6.5. Nothing in these Conditions shall exclude or limit the Seller’s liability for death or personal injury or for fraud or fraudulent misrepresentation.

7. Prices

7.1. The prices payable for the goods shall be the prices agreed by the Seller and the Buyer, or in the absence of any agreement, shall be those set out in the Seller’s price lists current at the time of despatch of the goods.

7.2. The Seller shall have the right at any time to withdraw any discount from its normal prices and to revise prices to take account of inflation and/or increases in costs including (without limitation) costs of any goods, materials, carriage, labour or overheads, the increase or imposition of any tax duty or other levy and any variation in exchange rates.

7.3. Prices are based on the agreed Incoterms or International Commercial terms. These are a series of international sales terms, published by International Chamber of Commerce (ICC) and widely used in international commercial transactions. These are accepted by governments, legal authorities and practitioners worldwide for the interpretation of most commonly used terms in international trade. This reduces or removes altogether uncertainties arising from different interpretation of such terms in different countries. Scope of this is limited to matters relating to rights and obligations of the parties to the contract of sale with respect to the delivery of goods sold. They are used to divide transaction costs and responsibilities between buyer and seller and reflect state of the art transportation practices.

8. Terms of Payment

8.1. Payment shall be made in full by the Buyer without any deduction or set off in accordance with the terms agreed in writing between the Seller and the Buyer and in the absence of any agreement payment will be made within 28 days of the date of invoice. The Seller may set and vary credit limits from time to time and withhold all further supplies if the Buyer exceeds such credit limit.

8.2. Any sums which may be owing by the Buyer to the Seller (whether under this contract or otherwise) may be set off in extinction or diminution of amounts from time to time due from the Buyer.

8.3. Any extension of credit to the Buyer may be changed or withdrawn at any time by the Seller.

8.4. Any default in payment shall entitle the Seller to immediately suspend any outstanding and future Orders.

8.5. Time of payment is of the essence. Where sums due hereunder are not paid in full by the due date: the Seller may, without limiting its other rights, charge interest on such sums at the rate specified in the Late Payment of Commercial Debt Regulations 2002. Interest will accrue on a daily basis, and apply from the due date for payment until actual payment in full, whether before or after judgment.

9. Interference with Markings

The Buyer shall not alter, obscure, remove, conceal or otherwise interfere with any markings, or other identification, or source or origin placed by the Seller on the goods, or on their labelling or packaging without prior written agreement from The Seller.

10. Territory

10.1. Where a Territory is agreed for the sale of the Goods by the Buyer, the Buyer shall, in respect of each order for the Goods to be supplied, be responsible for:

10.1.1. ensuring the accuracy of the order;

10.1.2. providing the Seller with any information which is necessary in order to enable the Seller to fulfil the order and to comply with all labelling, marketing 4 and other applicable legal requirements in the Territory; and

10.1.3. obtaining any necessary import licences, certificates of origin or other requisite documents, and paying all applicable customs, duties and taxes in respect of the importation of the Products into the Territory and their resale in the Territory.

10.2. The Buyer shall not:

10.2.1. obtain the Goods (or any goods which compete with the goods) for resale from any person, firm or company other than the Seller;

10.2.2. seek customers, establish any branch or maintain any distribution depot for the Goods in any country which is outside the Territory; or

10.2.3. sell the Goods to any customer in any country which is outside the Territory; or within the Territory if to the knowledge of the Buyer that customer intends to resell the Goods in any country which is outside the Territory.

10.3. The Buyer shall not:

10.3.1. make any modifications to the Goods or their packaging;

10.3.2. alter, remove or tamper with any trade marks, numbers, or other means of identification used on or in relation to the Goods;

10.3.3. use any of the trade marks in any way which might prejudice their distinctiveness or validity or the goodwill of the Seller or the manufacturer of the Goods therein;

10.3.4. use in relation to the Products any trade marks other than the trademarks without obtaining the prior written consent of the Seller; or

10.3.5. use in the Territory any trade marks or trade names so resembling any trade mark or trade names of the Seller or the manufacturer as to be likely to cause confusion or deception.

11. Third Party Rights

If the Buyer uses or sells the goods in such manner as to infringe any rights of a third party the Seller shall not be responsible for such

infringement nor for any alleged infringement arising from the Buyer’s action in relation to the goods and the Buyer hereby agrees to indemnify the Seller for and against all liability arising therefrom. The Buyer shall not make any representations, warranties or guarantees with reference to goods supplied by the Seller except such as are consistent with these Conditions. Neither the Seller nor Buyer intends that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.

12. Interpretation of Export Terms

The Interpretation of Export Trade terms shall be in accordance with Incoterms 2010 (current reprint) unless overridden by these Conditions.

13. Force Majeure

If the supply of goods by the Seller is prevented, hindered, delayed or rendered uneconomical by reason of circumstance or events beyond the Seller’s reasonable control including but not limited to acts of god, restrictions, restraint or interference by any government or governmental or official body or any legislation rules or orders they may make, riot, strike, lock-out, trade dispute or labour disturbance, terrorist activity, accident, breakdown of plant or machinery, fire, flood, severe weather conditions, difficulty or increased expense in obtaining workmen, materials or transport, or other circumstances affecting the supply of the goods by the Seller’s normal route or means of delivery, the Seller shall be under no liability to the Buyer and shall have the right to cancel or suspend the whole or any part of the Seller’s unfulfilled obligations and in the event of any such cancellation or suspension to treat the terms of the contract as having been modified accordingly by mutual consent.

14. Insolvency and Default

If the Buyer shall become bankrupt or commits any act of bankruptcy or if the Buyer goes or is put into liquidation otherwise than by voluntary liquidation for the purpose only of an amalgamation or reconstruction or the Buyer is unable to pay its debts as they fall due or if the Buyer shall enter into any arrangement or composition with creditors or if a Receiver or Administrator of the Buyer’s assets or undertakings or any part thereof is appointed or if the Buyer shall suffer any

analogous proceedings under foreign law or if the Buyer commits any breach of this or any other contract between the Seller and the Buyer all sums outstanding in respect of the goods shall become payable immediately. The Seller may in its discretion and without prejudice to any of its other rights (i) suspend 5 all future deliveries of goods to the Buyer and/or (ii) terminate the contract without liability on the Seller’s part.

15. Assignment

This contract is between the Seller and the Buyer as principals. The Buyer may not assign the contract without the prior written consent of the Seller. The Seller may licence or sub-contract any part of its rights and obligations under the contract without the Buyer’s consent.

16. Amended Terms and Conditions

Any amendments to these Conditions shall be of no effect unless agreed in writing between the Seller and the Buyer.

17. Waiver

Failure by the Seller to exercise or enforce any rights hereunder shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement thereof at any time or times thereafter.

18. Bribery and Anti Corruption Laws

18.1. The Buyer will comply with all anti-corruption and anti-bribery legislation in conducting all purchases and sales of the Goods relevant to its business or in relation to the supply of the Goods in the Territory

18.2. The Buyer agrees to comply at all times with the Seller’s anti-bribery policies. The Sellers reserves the right to carry out any necessary investigations into the activities of the Buyer to ensure compliance with the Seller’s antibribery policy and the Buyer agrees to make available all records in relation to sales of the Goods to ensure compliance with anti-bribery and corruption legislation. A copy of the TRI anti-bribery policy is available on request or through the TRI website

19. Law and Arbitration

This contract shall be governed and construed in accordance with the laws of England.