Terms and Conditions of Business

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 MERCIAN SNACKS LIMITED

1. CONTRACT

1.1  For the purposes of this contract hereafter MERCIAN SNACKS LIMITED  shall be described as the “Supplier” and the entity placing an order  shall be

described as the “Customer”.

1.2  There can be no variance to these Terms and Conditions of Business (the  Contract) whatsoever unless varied by written documentation and signed  by an authorised signatory of the Supplier.

1.3  The placing of an order by a Customer shall be deemed acceptance of  these Terms in their entirety. Any subsequent verbal orders will be  bound by these Terms.

2. PRICES

2.1  All prices quoted are exclusive of V.A.T. and are subject to the  prevailing rate of V.A.T. at the date of invoice. All prices quoted  apply to a specific order only and are subject to change, without prior  notification.

3. DELIVERY

3.1  All dates given by the Supplier for delivery are estimated dates only  and therefore the Supplier shall incur no liability for any loss or  damage whatsoever as a result of a failure to adhere to any such dates  nor can any such failure be used as an excuse for non-acceptance of any  such delivery.

3.2 The Supplier  shall be entitled to make partial deliveries, invoice for goods  delivered and expect payment in accordance with their terms of payment.

3.3  It is the Customers responsibility to inform the Supplier and the  Carrier of any discrepancies against the delivery documents i.e. short  delivered or damaged goods. Notification of such items must be given in  writing to the Supplier and the Carrier within 5 working days from the  date of delivery. If it is not possible to examine the goods at the time  of delivery then the Carriers delivery documents must be marked  Unexamined. (Time is of the essence of this clause)

3.4  Items notified to the supplier as damaged must be returned within 14  days from the date of notification. All items will only be accepted for  refund/credit by the Supplier if they are returned in the original  boxes/packaging. (Time is of the essence of this clause)

4. TERMS OF PAYMENT

4.1  All Payments are due no later than thirty days following the month of  invoice date. These payment terms shall apply at all times unless varied  in writing by an authorised officer of the Supplier.

4.2 All remittances received will be allocated to invoices and credited to the Customers’ account in chronological order.

4.3  All amounts overdue for payment due to the Supplier shall, at the  Suppliers discretion, bear interest at the rate of 2% per month,  compounded, for period from the date of invoice to the date of  settlement. (Such penalty shall apply regardless as to whether Judgement  in a Court of Law has been obtained). In addition all costs of any  recovery action shall be borne by the Customer.

4.4  In the event of the Supplier having any indication of the Customer  being unable to settle its accounts as and when they fall due,  notwithstanding any other remedies, all amounts due to the Supplier  shall be become payable in full immediately. In addition, the Supplier  reserves the right to uplift goods supplied to mitigate amounts due to  it and shall assess such goods and credit such values, as it deems  reasonable.

5. TITLE AND RISK

5.1  Risk and therefore responsibility for insurance of all items supplied  shall pass to the Customer upon delivery within the United Kingdom.

5.2  All goods supplied for destinations outside of the United Kingdom are  sold FOB and acceptance by the Shipping Agent on behalf of the Customer  shall constitute delivery of the goods, and insurance and risk liability  shall pass to the customer at this point.

5.3  Notwithstanding delivery and the passing of risk, property in and title  to the goods shall remain with the Supplier until the Supplier has  received payment of the full price of a) all goods and/or services the  subject of the contract and b) all other goods and/or services supplied  by the Supplier to the Customer under any contract whatsoever. Payment  of the full price shall include, without limitation, the amount of any  interest or other sum payable under the terms of this and all other  contracts between the Supplier and the Customer.

6. WARRANTY

6.1  The Supplier warrants that all goods supplied are to the best of their  knowledge of merchantable quality and are free from any defects due to  materials, design or workmanship.

6.2  Should the Supplier accept the validity of any claim under clauses 3.3  and 3.4, as well as any other type of claim by a customer, liability  shall be limited at all times to the replacement or repair of such  items. The method of settlement of any claim is at the discretion of the  Supplier. No third party claims will be entertained, as it is incumbent  upon the Customer to ensure that the correct purpose of all goods is  supplied to end-users.

6.3 The  Supplier reserves the right to make alterations in design, colour,  finish or content of the goods sold from the samples shown or displayed  brochures or catalogues. All goods are subject to availability.

6.4  For items made to a Customer’s specific request then the Supplier  reserves the right to over/under deliver to a tolerance of plus or minus  20% on orders of up to 25 pieces and to a tolerance of 10% on any order  over 25 pieces.

6.5 The Supplier at  all times reserves the right, notwithstanding any other remedies  available to it, to refuse to supply and/or suspend further deliveries  and/or stop goods in transit or fulfil any other obligations of this  contract without having to give a reason, whether or not the Customer  fails to fulfil any of its obligations under this contract.

7. LIABILITY

7.1  In the event of insolvency, liquidation, receivership or bankruptcy not  withstanding any other remedies available to the Supplier clause 4.4 of  this contract applies.

7.2 The  Supplier has no liability to the Customer for consequential loss  whatsoever due to short, late or incomplete deliveries or damaged goods.

7.3  The Supplier shall not be held responsible to the Customer and  therefore has no liability to the Customer whatsoever for any  non-performance whatsoever in whole or part of its obligations as  conferred under the Terms of this contract for any reason or cause  beyond its control. Such reasons shall include (but not inclusively)  strikes, lockouts, disruption of power, transport, materials or fuel  supplies, acts of war and civil disturbance.

8. CANCELLATION

8.1  Should the Customer decide at any time after placing an order, to  cancel or change their instructions, the Supplier shall, at his  discretion, be entitled to invoice as if the order had been fulfilled in  its entirety, such entitlement shall be in addition to other rights  conferred upon the Supplier as contained in these Terms.

9. LAW

9.1 This agreement is governed by the Laws of England and Wales

TIME

For the purposes of any payment obligation under these Conditions, time is of essence.

ELECTRONIC COMMUNICATIONS

The Customer agrees that:

(a) If a Customer signature or execution is required, the requirement is to have been met by an electronic communication; and

(b) If  Mercian Snacks Limited is required to produce a document that is in the  form of paper, the requirement is to have been met by electronic  communication.