SWEETHEAT TECHNOLOGY LIMITED

Terms and Conditions of Business

1 Definitions
1.1 ‘Buyer’ means the person who buys or agrees to buy the goods from the Seller
I.2 ‘Conditions’ means the 1erms and conditions of sale set out in this document and nny special tenns nnd conditions agreed in writing by the Seller
1.3 ‘Delivery Date’ means the date specified by the Seller when the goods ore to be delivered
1.4 ‘Goods’ means the articles which the Buyer agrees to buy from the Seller
I.5 ‘Named Port’ means the Port nominated by the Buyer to which the Seller shall make delivery of the Goods on the Delivery Date
1.6 ‘Price’ means the price for the Goods excluding cnniagc, packing, insurance and VAT
1.7 ‘Seller’ means SWEETHEAT TECHNOLOGY LIMITED of 16 Millwater Avenue, Dewsbury, West Yorkshire, WF12 9QN
2 Conditions appUcablc
2. I These Conditions shall apply 10 all contracts for the sole of Goods by the Seller lo the Buyer to the exclusion of all other terms and conditions including any telTTlS or conditions which the Buyer may purport to apply
under any purchase order confirmation of order or similnr document
2.2 All orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods pursuant to these Conditions
2.3 Acceptance of delivery of the Goods shall be deemed conclusive evidence of the Buyer’s acceptance of these Conditions
2.4 Any variation to these Conditions (including nny special tenT’IS and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Seller
3 The Price and payment
3.1 The Price of the Goods shall be the price stipulated in the Seller’s published price list current ot the date of delivery of the Goods. The Price is exclusive of VAT which shall be due at the rate ruling on the date of VAT
invoice
3.2 The Seller shall not be bound lo deliver the Goods until the Buyer has paid for them. Payment shall be due before the Delivery Date and time for payment shall be of the essence
3.3 Interest on overdue invoices shall accrue from the date when payment becomes due from day to day until the date of payment at a rate of3% above HSBC Bank pie’s base rate from time to time in force and shall accrue
al such a rate after as well as before any judgment
3.4 If the Buyer fails to make any payment on the due date then without prejudice to any of the Seller’s other rights the Seller may:
3.4.1 suspend or cancel deliveries of.any articles due to the Buyer; and/or
3.4.2 appropriate any payment made by the Buyer to such of the Goods (or Goods supplied under any other contract with the Buyer) as the Seller may in its sole discretion think fit
The Goods
4.1 The Goods shall be manufactured and supplied in accordance with the description contained in the Seller’s specification and manufactured in accordance with all applicable British Standards which relate specifically to
the Goods
4.2 The Seller may from time to time make changes in the specification of the Goods which are required to comply with any applicable safety or statutory requirements or which do nor materially affect the quality or fitness
for purpose of the Goods
4.3 The Seller’s logo and the specification and design of the Goods (including the copyright, design right or other intellectual property in them shall as between the parties be the property of the Seller. Where any designs or
specifications have been supplied by the Buyer for manufacture by or to the order of the Seller then the Buyer warrants that the use of those designs or specifications for the manufacture, processing, assembly or supply of
the Goods shall not infringe the rights of any third party
4.4 All terms, conditions and warranties (whether implied or made expressly) whether by the Seller or its servants or agents or otherwise (other than those express warranties set out in the current edition of the Seller’s
specification) relating to the quality and/or fitness for purpose of the Goods or any of the Goods are excluded
Warranties and UablUty
The Seller warrants that the Goods will at the time of delivery correspond to the description given by the Seller. Except where the Buyer is dealing as a consumer (as defined in the Unfair Contract Terms Act 1977 Section 12) all other warranties, conditions or tcrn–w relating to fitness for purpose, merchantability or condition of the Goods and whether implied by statute or common law or otherwise arc excluded
6 Delivery of the Goods
6.1 Delivery of the Goods shall be made to the Buyer’s address on the Delivery Date. The Buyer shall make all arrangements necessary to take delivery of the Goods whenever they arc tendered for delivery
6.2 The Seller shall not be liable for any loss or damage whatever due to failure by the Seller to deliver the Goods (or any of them) promptly or at all
6.3 Notwithstanding that the Seller may have delayed or failed to deliver the Goods (or any of1hem) promptly the Buyer shall be bound to accept delivery and to pay for the Goods in full provided that delivery shall be
tendered at any time within 3 months of the Delivery Date
6.4 The Goods shall be delivered to the Buyer at the Seller’s address. The risk in the Goods shall pass to the Buyer upon such delivery taking place
6.5 Due delivery of the Goods shall be deemed to have been made when the Seller supplies to the Buyer the dock warrant or the shipped bill of lading for the Goods
6.6 Unless the Buyer shall open an irrevocable letter of credit with HSBC Bank pie or procure the acceptance by HSBC Bank pie of a bill of exchange drawn on HSBC Bank pie for the Price before the day fixed for delivery
the Seller shall be at liberty on its own account to deal with sell or otherwise dispose of the Goods
6.7 The Seller may deliver the Goods by separate installments [in accordance with the agreed delivery schedule]. Each separate installment shall be invoiced and paid for in accordance with the provisions in this contract for
sale
6.8 The Buyer shall promptly obtain all necessary import licences, clearances and other consents necessary for the purchase of the Goods. The Seller shall promptly upon request supply all documents reasonably required by
the Buyer for this purpose
6.9 6.9.1 The Goods shall be delivered to the Buyer at [Named Port] on or before the Delivery Date. The Seller shall procure a contract of carriage and insure the Goods from dispatch until delivery on terms current in the
trade for the benefit of the Buyer. The Goods shall be at the risk of the Buyer as they arc loaded on board The Seller shall promptly tender to the Buyer a clean shipped bill of lading, the insurance policy and an
invoice in respect of the Goods
6.9.2 The Buyer shall accept the documents tendered by the Seller if they correspond to this contract and take delivery of the Goods at the Named Port and bear all other costs and charges arising out of shipment of the
Goods to the Named Port
7 Acceptance of the Goods
7.1 The Buyer shall be deemed to have accepted Goods 24 hours after delivery to the Buyer
7.2 After acceptance the Buyer shall not be entitled to reject Goods which arc not in accordance with the contract
7.3 No Goods delivered to the Buyer which arc in accordance with the contract will be accepted for rctum without the prior written approval of the Seller in accordance with the Seller’s retwns authorisation procedure and on
terms to be dctennined at the absolute discretion of the Seller
7.4 If the Seller agrees to accept any such Goods for return the Buyer shall be liable to pay a handling charge of 10% of the invoice price. Such Goods must be returned by the Buyer carriage-paid to the Seller in their original
shipping carton
7.5 Goods returned without the prior written approval of the Seller may at the Seller’s absolute discretion be returned to the Buyer or stored at the Buyer’s cost without prejudice to any rights or remedies the Seller may have
8 Title and risk
8.1 Title shall passondeliveryoftheGoods
8.2 The Goods shall be at the Buyer’s risk as from delivery
8.3 In spite of delivery having been made property in the Goods shall not pass from the Seller until:
8.3.1 the Buyer shall have paid the Price plus VAT in full; and
8.3.2 no other sums whatever shall be due from the Buyer to the Seller
8.4 Until property in the Goods passes to the Buyer in accordance with clause 8.3 the Buyer shall hold the Goods and each of them on a fiduciary basis as bailee for 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 arc clearly identified ns the Seller’s property
8.5 The Seller shall be entitled to recover the Price (plus VAT) notwithstanding that property in any of the Goods has not passed from the Seller
8.6 Until such time as property in the Goods passes from the Seller the Buyer shall upon request deliver up such of the Goods as have not ceased to be in existence or resold to the Seller. If the Buyer fails to do so the Seller
may enter upon any premises owned occupied or controlled by the Buyer where the Goods arc situated and repossess the Goods
8.7 The Buyer shall not pledge or in any way charge by way of security for any indebtedness any of the Goods which arc the property of the Seller. Without prejudice to the other rights of the Seller, if the Buyer docs so all
sums whatever owing by the Buyer to the Seller shall fonhwith become due and payable
8.8 The Buyer shall insure and keep insured the Goods to the full Price against ‘all risks’ to the reasonable satisfaction of the Seller until the date that property in the Goods passes from the Seller, and shall whenever
requested by the Seller produce a copy of the policy of insurance. Without prejudice to the other rights of the Seller, if the Buyer fails to do so all sums whatever owing by the Buyer to the Seller shall forthwith become
due and payable
9. Remedies of Buyer
9.1 Where the Buyer rejects any Goods then the Buyer shall have no further rights whatever in respect ofthc supply to the Buyer of such Goods or the failure by the Seller to supply Goods which confirm to the contract of
sale
9.2 Where the Buyer accepts or has been deemed to have accepted any Goods then the Seller shall have no liability whatever to the Buyer in respect of those Goods
9.3 The Seller shall not be liable for late delivery or short delivery of the Goods
9.4 The Seller shall be under no liability whatever to the Buyer for any indirect loss and/or expense (including loss of profit) suffered by the Buyer arising out of a breach by the Seller of this contract
I0. Proper law of contract
This contract is subject to the law of England and Wales
I0.I This contract is subject to the law of England and Wales
10.2 All disputes arising out of this contract shall be subject to the exclusive jurisdiction of the couns of England and Wales
I1. Mlscellaneous
11 .1 Any notice required to be served pursuant to this contract of sale shall be in writing and served by first clnss post or by hand on the Seller at the Seller’s registered office or such other address as the Seller may from time
to time notify to the Buyer and on the Buyer at the Buyer’s registered office or principal place of business
11 2 If the Buyer fails to make payment for the Goods in accordance with this contract of sale or commits any other breach of this contract of sale or if any distress or execution shall be levied upon any of the Buyer’s goods or
if the Buyer offers to make any arrangement with its creditors or commits an act of bankruptcy or if any petition in bankruptcy is presented against the Buyer or the Buyer is unable to pay its debts as they fall due or if
being a limited company any resolution or petition to wind up the Buyer (other than for the purpose of amalgamation or reconstruction without insolvency) shall be passed or presented or if a receiver administrator
administrative receiver or manager shall be appointed over the whole or any part of the Buyer’s business or assets or if the Buyer shall suffer any analogous proceedings under foreign law all sum. outstanding in respect
of the Goods shall become payable immediately. The Seller may in its absolute discretion and without prejudice to any other rights which it may have:
11.2. I suspend all future deliveries of Goods to the Buyer and/or terminate the contract without liability upon its part; and/or
11.2.2 exercise any of its rights pursuant to clause 8
11 .3 The Buyer may not withhold payment of any invoice or other amount due to the Seller by reason of any right of set-off or counterclaim which the Buyer may have or allege to have or for any reason whatever
11.4 The Seller shall be entitled to a general lien on all goods of the Buyer in the Seller’s possession (including goods of the Buyer which have been paid for) for the unpaid price of all goods sold to the Buyer by the Seller
under this or any other contract
11.5 All headings arc for case of reference only and shall not affect the construction of this contract
11.6 Any provision of this contract which is or may be void or unenforceable shall to the extent of such invalidity or unenforceability be deemed severable and shall not affect any other provision of 1his contract
11.7 No waiver or forbearance by the Seller (whether express or implied) in enforcing any of its rights under this contract shall prejudice its right to do so in the future
11.8 Neither pany shall be liable for any default due to any act of God, war, stn”k.e, lockout, industrial action, fire, flood, drought, tempest or other event beyond the reasonable control of either party
11.9 The Seller may cancel this contract at any time before the Goods arc delivered by giving written notice. On giving such notice the Seller shall promptly repay to the Buyer any sums paid in respect of the Price. The Seller
shall not be liable for nny loss or damage whatever arising from such cancellation
11.10 The Buyer rroy cancel this contrac:t at any time before the Goods are dispatched to the Buyer by giving written notice. On giving such written notice:
11.10.1 The Seller shall cease to be bound to deliver the Goods; and
11.10.2 The Buyer shall pay a cancellation charge of 20% of the Price
11.10.3 The Buyer will be entitled to a full refund by the Seller within 7 days of receiving the goods if products are not suitable & not used.
11.10.4 The Buyer will receive the refund immediately upon cancellation of order back to the same card or any other form of the original payment method.
11.10.5 The Buyer will have to return the products in a suitable & safe packaging.
11.10.6 The Buyer will be advised of the refund by email once the refund has taken place.