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.