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STANDARD CONDITIONS OF SALE OF VERSTEGEN SPICES & SAUCES UK LTD

Effective from    October 1st   2005

These terms and conditions of sale ("Conditions") apply to all Goods supplied by Verstegen Spices and Sauces UK Ltd (company number: 04318492) ("Company") whose principal place of business is at: Unit A9B, Plough Road Centre, Great Bentley, Essex, CO7 8LG.

In these Conditions:

"WE", "US" or “OUR” means Verstegen Spices and Sauces UK Ltd and any other company or corporation which at the relevant time is a holding or subsidiary (as defined by section 736 of the Companies Act 1985), or an associated company (as defined by section 416 of the Income and Corporation Taxes Act 1988) or the subsidiary or associated company of any such holding company of the Company;

"BUYER" means the person whose written order for the Goods is accepted by us;

"GOODS" means the goods (including any instalment of the goods), which we supply in accordance with these Conditions; and

“INCOTERMS” means the international rules for the interpretation of trade terms of the International Chamber of Commerce as in force at the date when each agreement subject to these Conditions is made.

Clause 1: Applicability

1.1   These Conditions shall form part of every agreement of sale on the United Kingdom market whereby the parties act in the course of a business to the exclusion of any other terms subject to which any order is made, or purported to be made, by the Buyer.

1.2   We retain the right at all times to change these Conditions subject to clauses 1.3 to 1.5 below.

1.3   We will give the Buyer written notice of a change to these Conditions at the latest 14 days before the date the changes are to be effective ("Effective Date").

1.4   If the Buyer has not given us written notice within 14 days after the Effective Date that it is not accepting the intended changes, the Buyer will be deemed to have accepted those changes, and the changed Conditions shall be incorporated into all agreements made with the Buyer from and including the Effective Date.

1.5   If within the timescale in clause 1.4 the Buyer has gives us written notice that it does not accept the intended changes we shall be entitled to cancel, with immediate effect, any agreement made on or after the Effective Date without the Buyer being entitled to any form of damages or compensation whatever.

1.6   No variation to these Conditions shall be binding unless agreed in writing between our authorised representatives and the Buyer.

1.7   Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by us shall be subject to correction without any liability on our part.

Clause 2: Making of the agreement

2.1   All quotations that we submit are without commitment, even if the quotation is stated to be valid for a certain period of time.

2.2   We reserve the right to revoke a quotation within three working days after we have received an order.

2.3   No order submitted by the Buyer shall be deemed to have been accepted by us and an agreement made unless and until we have confirmed the order in writing or have commenced performance of the order.

2.4   We will perform the agreement on the basis of our quotation (if accepted by the Buyer) or, subject to clause 1.1 above, the Buyer's order (if accepted by us).

2.5   Without prejudice to the provisions of the preceding paragraphs, weight, dimension and price specifications, illustrations, drawings and the like in brochures, catalogues, folders and the like provided by us, and in advertisements placed by us, models, samples or other examples provided by us, or information disclosed by us or on our behalf in some other way, will never be binding on us, but are only intended to give the Buyer a general representation of the goods and services provided and/or to be provided by us.

2.6   Changes relating to the performance of any agreement can only take place after our prior express written consent.

2.7   Our employees or agents are not authorised to make any representations concerning the Goods unless confirmed by us in writing. In entering into any agreement the Buyer acknowledges that it does not rely on any such representations which are not so confirmed, but nothing in these Conditions affects the liability of either party for fraudulent misrepresentation.

2.8   Any advice or recommendation given by us or our employees or agents to the Buyer or its employees or agents as to the storage, application or use of the Goods which is not confirmed in writing by us is followed or acted upon entirely at the Buyer’s own risk, and accordingly we shall not be liable for any such advice or recommendation which is not so confirmed.

2.9   If a sample of the Goods supplied but not manufactured by us was exhibited to and inspected by the Buyer, the Buyer agrees that such samples were so exhibited and inspected solely to enable the Buyer to judge for itself the quality of the Goods and not so as to constitute a sale by sample.

Clause 3: General obligations of the Buyer

3.1   The Buyer will at all times deal with us in the utmost good faith.

3.2   The Buyer shall be responsible for ensuring the accuracy of the terms of any order submitted by the Buyer to us, and for giving us any necessary information relating to the Goods within a sufficient time to enable us to perform the agreement in accordance with its terms.

3.3   No order which has been accepted by us may be cancelled by the Buyer except with our agreement in writing and on terms that the Buyer shall indemnify us in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by us as a result of cancellation.

Clause 4: Price

4.1   All prices are exclusive of VAT.

4.2   We reserve the right, by giving written notice to the Buyer at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to us, which is due to any factor beyond our control (such as, without limitation, any foreign exchange fluctuation, changes in taxation and rates, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture, delivery charges), any change in delivery dates, quantities or specifications for the Goods which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give us adequate information or instructions.

4.3   In relation to deliveries from abroad, the exchange rate of the Euro and, where appropriate, the exchange rate of the US Dollar are also factors which will determine the price of the Goods.

4.4   If there is a price increase as referred to in clause 4.2 of more than 10%, the Buyer has the right to cancel the agreement with regard to any part not yet performed, provided that the Buyer has notified us in writing, within 8 days after it has received the notice of the price increase, of its wish to cancel the agreement. Failure to do so means the agreement will remain in effect, including the price increase.

4.5   The above provision does not release the Buyer from any purchase obligation with regard to specific orders of raw materials, packing and any balance of contracted stock.

Clause 5: Resale

5.1   We will inform the Buyer of the positioning we favour and the image of the relevant Goods and the brands related to those Goods. The Buyer will be advised to offer and sell the Goods at the recommended retail price determined by us. The Buyer is not permitted, without our prior written consent, to offer or sell Goods acquired from us together with other Goods for a joint price.

5.2   The Buyer is permitted to resell the Goods delivered by us on condition that:

        a.     the Goods are delivered in the original, unchanged packing intended for the consumer;

        b.     the Buyer  ensures its customer (where that customer is acting in the course of a business) is aware of and bound by the obligations under these Conditions and is required to pass on such obligations to its business customers.

Clause 6: Delivery

6.1   The delivery of the Goods will be effected FCA additional service Rotterdam. We shall contract for carriage with our nominated carrier on usual terms at the Buyer’s expense, but we shall be responsible for the cost of insurance for carriage and risk in the Goods shall pass upon delivery to the Buyer’s place of delivery specified in the quotation or confirmation of order.

6.2   On special production orders where delivery of the Goods is to be made by us, we reserve the right to deliver up to 10 per cent more or 10 per cent less than the quantity ordered without any adjustment in the price, and the quantity so delivered shall be deemed to be the quantity ordered.

6.3   The delivery address must be reasonably accessible for the relevant transport vehicles. The Buyer must ensure there are sufficient loading and unloading facilities at the delivery address. The Buyer shall make sufficient personnel and mechanical equipment available for the unloading of the Goods and the loading of returned Goods, all free of charge. The Buyer will take all reasonable measures to ensure that the waiting time between the time of arrival at the delivery address and the time when unloading of the Goods to be delivered can commence, is no longer than 15 minutes.

6.4   Any delivery dates or times are approximate only and we shall not be liable for any delay in delivery of the Goods however caused, unless we have expressly confirmed otherwise in writing.  Time for delivery shall not be of the essence of any agreement, unless previously agreed by us in writing.

6.5   We are at all times entitled to deliver the Goods COD or to demand and receive advance payment.

6.6   Returned shipments are only permitted if we have given express, prior written consent therefore.

6.7   We are entitled to deliver and invoice orders in parts, unless expressly otherwise agreed in writing.

6.8   Subject to a specific written agreement, we are in any event entitled to suspend delivery of orders if and insofar as:

        a.     the relevant delivery, for specific Goods, is greater than the average delivery per month during the last 12 months;

        b.     the relevant delivery, for specific Goods, in combination with the deliveries in the five preceding weeks is greater than the average delivery per consecutive period of 3 months during the last year; or

        c.     the Buyer does not pay any agreed payment instalment(s).

6.9   If the Buyer defaults with regard to taking delivery of the Goods or collecting the Goods from our premises and/or carrying out its obligations, we are free, without prejudice to the provisions of Clause 4.5:

        a.     to store the product at the Buyer's expense (including insurance) until actual delivery;

        b.     to sell the product privately or publicly at the Buyer's expense at the best price readily obtainable and (after deducting all reasonable storage and selling expenses)to set off the proceeds against what the Buyer owes us according to the invoice, and insofar as the invoice amount exceeds the sum of the proceeds, to charge the Buyer separately for the difference;

        c.     to declare the agreement cancelled, and to charge the Buyer 15% of the purchase price by way of handling and administration costs;

in any event  risk in the Goods shall pass to the Buyer as at the date when the Buyer is in default as set out above.

6.10   Where the Goods are to be delivered in instalments, each delivery shall constitute a separate agreement and our failure to deliver any one or more of the instalments in 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 any agreement as a whole as repudiated.

Clause 7: Warranty

7.1   If the Goods delivered by us are not on first appearance in conformity with any agreement, the Buyer is bound to notify us immediately upon delivery and to note the defects discovered on the (transport) document to be signed upon receipt. Complaints relating to defects which are not visible upon delivery must be made immediately after the Buyer has observed these defects or could reasonably have observed these defects, but at the latest 14 days after delivery.

7.2   Where the Goods are accompanied by instructions for use or a specified use by date, the Buyer is responsible for ensuring that the Goods in question are treated in accordance with the instructions for use and within the specified best before end date.

7.3   Failure to notify us of a complaint within the timescale in clause 7.1, will result in the Goods being deemed unconditionally accepted.

7.4   We hereby warrant that the Goods are at the date of delivery free from defects and will remain free from defects within the specified best before end date and we shall have no liability to the Buyer or any third party if the Goods are used after the best before end date.

7.5   Our liability for any defective Goods under clause 7.1 and 7.4 shall be limited to (at our option) replacing any defective Goods or refunding the purchase price (or a proportionate part of the price), in which case we shall have no further liability to the Buyer.  Our liability under clause 7.1 and 7.4 is subject to the limitations in clause 15 and also the following conditions and limitations:

a.     the Buyer notifying us of any defect in accordance with clause 7.1;

b.     the Goods having been properly stored and used by the Buyer prior to the defect occurring;

c.     the Goods having been used in accordance with our instructions;

d.     the Goods having been returned at our request but at the Buyer's expense for inspection; and

e.     that we have received the total price for the Goods by the due date for payment.

        Without prejudice to the provisions of clause 14.1 below, all Goods which are returned to or replaced by us, shall become our property.

7.6   The Buyer agrees to indemnify us against all claims relating to Goods sold to the Buyer in respect of any loss damage or expense, whether direct or consequential, sustained by any third party save only in respect of death or personal injury caused by our negligence or that of any of our employees, agents or sub-contractors.

Clause 8: Advice

8.1   If on the basis of an agreement we agree to provide (free of charge) the Buyer with a service or services in the form of advice, we shall meet this obligation using our reasonable endeavours. However, we are not bound to guarantee that a particular result will be obtained by following the advice and we do not give such guarantee and accept no liability for any advice given.

8.2   We retain the copyright to advice and recipes laid down in writing and the Buyer does not have the right to reproduce the advice and/or disclose it to third parties without our prior written consent.

Clause 9: Payment

9.1   The Buyer must pay the invoice in accordance with the agreed payment term, without any deduction or set-off, so that we are in receipt of cleared funds on the payment date.

9.2   We reserve the right to require the Buyer to pay a deposit or make a full payment for any Goods ordered prior to delivery.

9.3   In the case of overdue payment, we may charge interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998 to the Buyer on the amount overdue calculated on a daily basis at the statutory rate per annum until payment is made, whether before or after judgment, without prejudice to any other rights of the Supplier.

9.4   If there is a dispute between the Buyer and us regarding the quality or a complaint lodged by the Buyer, such will not give the Buyer the right to suspend payment, in whole or in part.

9.5   All costs relating to collection of the amount owed by the Buyer and not paid in time, including all judicial and extrajudicial costs and costs for legal assistance, are at the expense of the Buyer.

9.6   Payments are always deemed to cover: in the first place the payment of claims not covered by real property or other proper and sufficient security; and then to pay all other outstanding claims, whereby payments will be allocated, in the following order: to collection costs owing, non-interest bearing claims, interest and then interest-bearing claims; the foregoing will also be ranked by date when the claim arose, so that the claims with the oldest date are to be paid first.

Clause 10: Transfer of risk; retention of title

10.1     The risk relating to damage and/or loss of Goods delivered and/or damage ensuing therefrom passes to the Buyer immediately upon delivery.

10.2     Goods delivered remain our property until both the relevant invoice and every other invoice or debt to us which is outstanding in whole or in part, including any interest and payment recovery costs, are paid.

10.3     Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as our fiduciary agent and bailee, and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as our property, but the Buyer may resell or use the Goods in the ordinary course of its business.

10.4     Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold), we may at any time require the Buyer to deliver up the Goods to us and, if the Buyer fails to do so forthwith, enter on any premises of the Buyer or any third party where the Goods are stored and repossess the Goods.

10.5     The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain our property, but if the Buyer does so all moneys owing by the Buyer to us shall (without limiting any other right or remedy we have) forthwith become due and payable.

Clause 11: Duty of care

The Buyer will always treat the Goods delivered with the requisite care and will not carry out any actions which could affect the quality and/or safety of the Goods, including the packing thereof, or which could affect the reputation of our brands.

Clause 12: EAN symbol

We shall have no liability with regard to the EAN symbol, unless we have not followed the instructions of the EAN.

Clause 13: Discounts and bonuses

If a payment discount or bonus scheme is agreed with the Buyer, under any heading whatever, any payment under such a scheme will only become claimable or payable if the Buyer has fully and promptly performed all its payment obligations vis-à-vis us ensuing from any agreement to which the scheme applies.

Clause 14: Liability

14.1   All Goods are sold on the basis that the Buyer is neither a consumer nor deals as a consumer within the meaning of the Unfair Contract Terms Act 1977.  Where the Goods are supplied under a consumer transaction, the statutory rights of the Buyer shall be unaffected by anything set out in these Conditions.

14.2   Subject as expressly provided in the Conditions, and except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

14.3   Except in respect of death or personal injury caused by our negligence, or liability for defective products under the Consumer Protection Act 1987, we shall not be liable to the Buyer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of any agreement, for loss of profit or for any indirect, special or consequential loss or damage, costs, expenses or other claims for compensation whatever (whether caused by our negligence or that of our employees, agents or subcontractors or otherwise) which arise out of or in connection with the supply of the Goods (including any delay in supplying or any failure to supply the Goods in accordance with any agreement or at all) or their use or resale by the Buyer, and our entire liability under or in connection with any agreement shall be limited in accordance with clause 14.6 below.

14.4   We shall not be liable for advice or information given by us regarding the nature or composition of the Goods.

14.5   Except for death or personal injury caused by our negligence we shall not be liable to the Buyer for any negligence or misconduct of any sub-contractors contracted by us in connection with the performance of any agreement and the Buyer shall only be entitled to the benefit of any rights given by the sub-contractor to us and the Buyer's only remedy shall be against the sub-contractor for losses or damage suffered by the Buyer as a result of the sub-contractor's actions or omissions.

14.6   Unless expressly provided in these Conditions, in all cases our liability is limited to the sum of the invoice amount, which we charge in the relevant case, or (insofar as such is higher) the amount of any payment received from our insurer in the relevant case.

Clause 15: Force majeure

15.1   We shall not be liable to the Buyer or be deemed to be in breach of any agreement by reason of any delay in performing, or any failure to perform, any of our obligations in relation to the Goods, if the delay or failure was due to any cause beyond our reasonable control. Without limiting the foregoing, the following shall be regarded as causes beyond our reasonable control:

a.     Act of God, explosion, flood, tempest, fire or accident;

b.     war or threat of war, sabotage, insurrection, civil disturbance or requisition;

c.     acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;

d.     import or export regulations or embargoes;

e.     strikes, lock-outs or other industrial actions or trade disputes (whether involving employees or either the Supplier or the Buyer or of a third party);

f.      difficulties in obtaining raw materials, labour, fuel, parts or machinery;

g.     power failure or breakdown in machinery.

15.2   If the force majeure lasts longer than one month, the parties are entitled, by written notice to the other party, to unilaterally terminate any agreement with regard to the part not yet performed, subject to the provisions of Clause 4.5.

Clause 16: Termination

16.1   We are entitled, without limiting any other right or remedy available to us and without liability to the Buyer, to unilaterally terminate the agreement, the obligations ensuing there from and all other agreements existing between the parties, in whole or in part and to take back the Goods delivered if:

          a.   the Buyer is behind on the payment of the purchase price or of any other amount that it owes us, under any heading whatever and the Buyer does not effect payment within 14 days after being requested by us to make payment;

          b.   the Buyer petitions for a moratorium on payment, an encumbrancer takes possession, or a receive is appointed of any of the property or assets of the Buyer;

          c.   the Buyer makes a voluntary arrangement with its creditors or (being and individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or

          d.   the Buyer ceases, or threatens to cease, to carry on business.

16.2   In the event of termination of the agreement as referred to in Paragraph 16.1,  and without prejudice to that clause,  if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

Clause 17: Packing

Packing for which no deposit is paid will not be taken back. Packing for which a deposit is paid will be taken back and credited if it is complete, if in our opinion it is in good condition and is returned to us, delivery paid, within three months after delivery.

Clause 18: Miscellaneous

18.1   We may assign the benefit and the burden of any agreement with the Buyer, which is subject to these Conditions.

18.2   Any agreement shall be governed by the laws of England, and the Buyer agrees to submit to the exclusive jurisdiction of the English courts.

18.3   In the event that any dispute or difference between the parties arising out of or in connection with this Deed cannot be agreed the matter shall first be referred to mediation in accordance with the mediation procedures of IDR Europe Ltd.  The mediator shall be agreed on by the parties and failing such agreement within 15 days of a party requesting the appointment of a mediator and suggesting a name, the mediator shall be appointed by IDR Europe Ltd  Unless otherwise agreed the cost of mediation shall be borne by the parties equally.  The use of mediation shall not be construed under the doctrine of laches, waiver or estoppel, to affect adversely the rights of either party.

18.4   The application of the Vienna Sales Convention (C.I.S.G.) is expressly excluded with regard to these General Conditions.

18.5   Unless the context otherwise requires, any term or expression which is defined in or given a particular meaning by the provisions of Incoterms shall have the same meaning in these Conditions, but if there is any conflict between the provisions of Incoterms and these Conditions, the latter shall prevail.

18.6   If any provision of the Contract is held by a court or other competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of any agreement and the remainder of the provision in question shall not be affected.

18.7   The headings of the clauses in these Conditions do not have any independent meaning and shall not affect the interpretation of any clause.

18.8   No waiver by us of any breach of any agreement by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.

18.9   A notice required or permitted to be given by either party to the other under these Terms shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.

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