TERMS & CONDITIONS

The customer’s attention is drawn in particular to the provision of clause 12.

1. INTERPRETATION

Definitions

Account Application: the form which must be completed by Customers to open an account with the Supplier.

Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.

Conditions: the terms and conditions et out in this document.

Contract: the contract between the Supplier and the Customer for the sale and purchase of the Goods in accordance with these Conditions.

Customer: the person or firm who purchases the Goods from the Supplier.

Force Majeure Event: an event or circumstance beyond a party’s reasonable control.

Goods: the goods (or any part of them) in the Order

Order: the Customer’s order for the Goods, made in accordance with clause 4.1.

Supplier: Light House Brands (a division of London Pilsner Ltd, registered in England and Wales) with company number 02969265.

1.2Interpretation:

a reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted

any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative e and shall not limit the sense of the words preceding those terms.

a reference to writing or written includes faxes and emails.

2. BASIS OF CONTRACT

These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. These Conditions supersede all other terms and conditions previously issued by the Supplier.

The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Other are complete and accurate.

The Contract shall come into existence upon acceptance by the Supplier of the Order. This is however subject to:

the availability of the Goods and the Supplier not being liable in any way for failure to deliver the full quantity of the goods ordered;

the Supplier reserving the right to decline an Order, the fulfilment of which may result in the Customer’s credit limit being exceeded.

If the Supplier is unable to accept all or part of an Order it will inform the Customer of this. This might be because, but not limited to, the goods are out of stock, because a credit reference the Supplier has obtained for the Customer has not met the Supplier’s minimum requirements, because the Supplier has identified an error in price or description of the product or because the Supplier is unable to meet a delivery deadline the Customer has specified.

The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer’s that is inconsistent with these Conditions.

Any samples, drawings, descriptive matter or advertising produced by the Supplier and any descriptions or illustrations contained in the Supplier’s catalogues or brochures are

produced for the sole purpose of giving an approximate idea of Goods referred to in them. They shall not form part of the Contract nor have any contractual force.

A quotation for the Goods given by the Supplier shall not constitute an offer. A quotation shall only be valid for a period of 30 Calendar Days from its date of issue.

The Supplier reserves the right at its sole discretion to amend these Conditions at any time. Notification of amendments will be posted on the Supplier’s website www.lighthousebrands.co.uk. Once the amendments are posted on the Suppliers website the Customer will be deemed to have been provided with notice of any such amendment by the Supplier and any future dealings thereafter will be subject to those amendments.

3. CUSTOMER OBLIGATIONS AND CONFIRMATIONS

The Customer confirms that where applicable:

it is registered for VAT in the United Kingdom or in its country;

it intends to comply with all its obligations in relation to taxes and duties wherever these arise;

the VAT registration number it has quoted, or will quote to the Supplier is correct;

that the Vat registration has not been cancelled by the tax authorities; and

the Customer is not aware of any action being taken by the tax authorities in its jurisdiction to query its entitlement to be registered for VAT or to cancel its VAT registrations;

the Customer agrees that it will notify the Supplier immediately of any change in its VAT registration or any enquiry by any tax authorities that could lead to a cancellation of its registration;

the customer will notify the Supplier in writing of any change of its status as disclosed in the Account Application, for example the addition or retirement of a partner, a change of name, the incorporation of a limited company, or any other change as may limit or modify the liability or the capacity of the Customer named on the Account Application to enter into a contract with the Supplier for the supply of Goods; written acknowledgement shall be provided by the Supplier in default of which the Customer complete the Account Application shall remain liable to the Supplier for the price of all Goods (including VAT) supplied;
the Customer shall comply with all applicable laws, statues and regulations relating to anti-bribery and anti -corruption including but not limited to the Bribery Act 2010 (the Relevant Requirements);

the Customer shall promptly report to the Supplier any request or demand for any undue financial or other advantage of any kind which the Customer becomes aware of in connect with the performance of any obligations by either party pursuant to these Conditions.

The Customer must provide the Supplier with any information or documents which the Supplier, in its absolute discretion, considers necessary or advisable to request.

The Supplier reserves the right at any time to require confirmation that there have been no changes in the documentation or information provided and/or to request for more up to date copies of any documents.

In all cases where the Supplier requests documents, it reserves the right to require that the Customer provide the Supplier with certified copies.

If the Customer fails to provide the Supplier with any documents or information that the Supplier requests, it may close the Customer’s account without giving notice and terminate this contract.

The Supplier will not be liable for any loss caused to the Customer due to its failing to provide documentation or information requested by the Supplier not being fully satisfied that the business firm or individual is a suitable customer.

The Customer agrees to opening an account with the Supplier. The Customer must, if not previously provided, submit to the Supplier all documentation and information as specified in the account opening form so an account may be opened.

During the account opening process, the Supplier will not be liable for any delay caused to the Customer in filling an Order. It is the Customers obligation to ensure that all documents an information required are provided in a timely manner. For the avoidance of doubt time is not of the essence in respect of the Suppliers opening an account.

The Customer agrees that Orders can only be accepted once an account has been opened.

The Supplier reserves the right to arrange for any of its obligations to be performed by its agents or subcontractors.

4. HOW TO PLACE ORDERS AND CONTACT THE SUPPLIER

The Customer may place Orders by post, email or telephone only. The Suppliers contract details are as follows:

Post: Lighthouse Brands. 95 Ditchling Road, Brighton, BN1 4ST, United Kingdom.

Email: ordes@lighthousebrands.co.uk

Any changes in the company’s contact details will be noted on its website at www.lighthousenbrands.co.uk. Any such changes as posted on its website are taken to be sufficient notice to the Customer of the change concerned for all purposes of these terms and conditions.

The Customer must notify the Supplier immediately of any changes in its contact details.

If the Supplier has to contact the Customer it will do so by telephone or by writing to the Customer at the email address or postal address provided by the Customer when completing an Account Application form.

5. GOODS

The Supplier reserves the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirements.

6. DELIVERY AND INSPECTION

The Supplier shall ensure that:

each delivery of the Goods is accompanied by a delivery note that shoes the date of the Order, all relevant Customer and Supplier reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) any, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and

if the Supplier requires the Customer to return any packaging materials to the Supplier, that fact is clearly stated on the delivery note. The Customer shall make any such packaging materials available for

collection at such times as the Supplier shall reasonably request. Returns of packaging materials shall be able the Supplier’s expense

The Supplier shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after the Supplier notifies the Customer that the Goods are ready.

Delivery is completed on the completion of unloading of the Goods at the Delivery Location.

All goods must be inspected immediately upon receipt and the delivery note signed by the Customer or their duly authorized representative, to acknowledge receipt of the goods. It is the responsibility of the Customer to inspect the delivered goods and ensure that all is as ordered. The Supplier shall treat nay signature obtained in good faith as binding the Customer and shall be conclusive evidence of delivery and acceptance of the number of cartons/cases delivered.

Good should be stored in a cool dry situation which ensures that the goods packaging and contents remain in good condition. It is a condition of the supply and sale that the Customer rotates purchases based on a First In First Out basis.

Any shortages and /or damages must be noted on the delivery note and notified to the Supplier in writing within 48 hours of the delivery date. Failure to comply with this will render the Customer liable to pay the invoice in full.

Any liability of the Supplier for shortages, damaged or incorrect Goods or in respect of non- delivery of Goods shall be limited to replacing the Goods or, in the case of non-delivery, delivering replacement goods of similar description and quality within a reasonable time or issuing a credit note in respect of such Goods against any invoice raised for such Goods.

Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in the delivery of the Goods that is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

If the Supplier fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
If the Customer failed to take delivery of the Goods within three Business Days of the Supplier notifying the Customer that the Goods are ready, then, except where such

failure or delay is caused by a Force Majeure Event or the Supplier’s failure to comply with its obligations under the Contract:

delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day after the day on which the Supplier notified the Customer that the Goods were ready; and

the Supplier shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance)

If ten Business Days after the day on which the Supplier notified the Customer that the Goods were ready for delivery the Customer has note taken delivery of them, the Supplier may resell or otherwise dispose of part or all of the Goods.

The supplier may deliver the Goods by instalments, which shall be invoiced and paid for separately. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.

Unless otherwise agreed in writing, the Supplier does not supply goods on a “sale or return” basis.

No Goods which are accepted by the Customer may be returned for credit or replacement without the prior consent of the Supplier.

7. QUALITY

The Supplier supplies Goods on which bar codes may be printed, but will not be liable for any loss, damage or expenses that may be suffered on incurred by the Customer by reason for any absence or inaccuracy in such bar codes or as a result of their incorrect use.

The Supplier acknowledges and the Customer agrees that since the Supplier does not manufacture, produce, package or label any of the Goods, the Supplier neither gives nor makes any warranties or representations to the Customer as to the nature, quality, composition, fitness for purpose or description of any of the Goods, save for those given in clause 7.5 below. In the even of any such claim arising and at the request of the Customer, the Supplier agrees to pass the Customer the benefit of any warranties or representations made by the Supplier’s suppliers in respect of the nature, quality, composition, description or labelling of the Goods except to the extent that the Supplier is legally unable to do so.

The images of the Goods in the Supplier’s brochure or on its website are for illustrative purposes only. Although the Supplier has made every effort to display the colours accurately, it cannot guarantee that a device’s display of the colours or the printed pictures in its brochure accurately reflects the colour of the products. The Customer’s product may vary slightly from those images.

The packaging of the Goods may vary from that shown in images on the Supplier’s website or in its catalogue or brochure.

The Supplier warrants, so far as it is able, that on delivery the Goods shall conform in all material respects with their description.

Subject to clause 7.7, if:

the Customer gives notice in writing to the Supplier within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 7.5;

the Supplier is given a reasonable opportunity of examiling such Goods; and

the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier’s place of business at the Customer’s cost,

the customer shall, at its option replace the defective Goods, or refund the price of the defective Goods in full.

The Supplier shall not be liable for the Goods’ failure to comply with the warranty set out in clause 7.5 in any of the following events:

the Customer makes any further use of such Goods after giving notice in accordance with clause 7.6;

the defect arises because the Customer failed to follow the Supplier’s oral or written instructions as to the storage, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;

the Customer alters such Goods without the written consent of the Supplier;

the defect arises as a result of, willful damage, negligence, or abnormal storage or working conditions; or

the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

Except as provided in this clause 7, the Supplier shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in clause 7.5.

All implied terms, conditions and warranties howsoever implied, including without limitation those contained in the Sale of Goods Act 1979 (as amended) and the supply of Goods and Services Act 1982 (as amended) including inter alia, those relating to satisfactory quality and

/or fitness for purpose are hereby excluded to the fullest extent permitted by law in respect of the supply of the Goods and/or any services by the Supplier to the Customer under this agreement.

These Conditions shall apply to any replacement Goods supplied by the Supplier.

8. TITLE AND RISK

The risk in the Goods shall pass to the Customer on completion of delivery.

Title to the Goods shall not pass to the Customer until:

the Supplier receives payment in full (in cash or cleared funds) for the Goods and any other goods that the Supplier has supplied to the Customer in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums; and

the Customer resells the Goods, in which case title to the Goods shall pass to the Customer at the time specified in clause 8.4.

Until title to the Goods has passed to the Customer, the Customer shall:

store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier’s property;

not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;

maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;

notify the Supplier immediately if it becomes subject to any of the events listed in clause 11.1; and
give the Supplier such information relating to the Goods as the Supplier may require from time to time.

Refrain from pledging, charging or encumbering the Goods

Subject to clause 8.5, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before the Supplier receives payment for the Goods. However, if the Customer resells the Goods before that time:

it does so as principal and not as the Supplier’s agent; and

title to the Goods shall pass from the supplier to the customer immediately before the time at which resale by the Customer occurs.

If before title to the Goods passes to the Customer the Customer becomes subject to any of the event listed in clause 11.1, then, without limiting any other right or remedy the Supplier may have:

the Customer’s right to resell the Goods or use them in the ordinary course of its business ceases immediately; and

the Supplier may at any time:

require the Customer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product; and

if the Customer failed to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.

9. PRICE, INVOICING ANY PAYMENT

The price of the Goods shall be the price quoted by the Supplier, or, if no price is quoted, the price set out in the Supplier’s published price list in force as at the date of delivery.

The Supplier may, by giving notice to the Customer at any time up to 30 calendar days’ notice before delivery, increases the priced of the Goods to reflect any increase in the cost of the Goods that is due to:

any factor beyond the Supplier’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
any request by the Customer to change the delivery dates(s), quantities or types of Goods ordered; or

any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate or accurate information or instructions.

The Price of the Goods;

excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to the Supplier at the prevailing rate, subject to the receipt of a valid VAT invoice; and

excludes the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Customer.

The Supplier will invoice the Customer for the Goods immediately after confirmation of despatch unless otherwise agreed in writing by the Supplier.

The Customer shall pay the full invoice in full and in cleared funds in accordance with the terms as specified on the Customer Account Application Forms or terms as notified per Clause 10.1 below irrespective of whether all or part of the Goods are received. Payment, in pounds sterling, shall be made to the bank account nominated in writing by the Supplier. Time of payment is of the essence.

The Supplier reserves the right at all times to refuse in its absolute discretion to supply Goods on credit or otherwise to the Customer and shall not be required to provide any reason for the refusal to supply such Goods.

Payments must be made by the Customer unless agreed otherwise in writing and in advance

By prior agreement with the Supplier, payment may be made by cheque.

In the case of a cheque being dishonoured, an administration charge of £25 will be made for each cheque.

If the customer fails to make any payment due to the Supplier under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount as the rate of 3% per annum above Barclay’s Bank PLC’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.

The Customer shall pay all amounts due under the Contract in full without any set- off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Supplier may at any time, without limiting any other rights or remedies

it may have, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.

10. CREDIT ACCOUNTS

Credit accounts will be opened for Customers approved by the Supplier, which is subject ot such references and checks as the Supplier may, in its absolute discretion, require and the Supplier will notify the Customer of the credit terms (if any) granted to the Customer. The Supplier reserves the right to amend or withdraw credit facilities at any time without giving a reason. The Supplier may, in its absolute discretion, require guarantees or other security before supplying Goods on credit.

For Customers who have been granted credit facilities, payment for the goods shall become due and payable in accordance with the terms agreed by the Supplier in writing.

If the Customer falls into payment arrears, then all other unpaid amounts shall become due and payable immediately and the Supplier may suspend any further deliveries without notice.

11. TERMINATION

Without limiting its other rights or remedies, the Supplier may terminate this contract with immediate effect by giving notice to the customer if:

the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 7 days of that party being notified in writing to do so;

the Customer takes any step or action in connection with its entering administration, provisional liquidation, bankruptcy, or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver or trustee in bankruptcy appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

the Customer suspends, threatens to suspend, ceases or threatens to ceases to carry on all or a substantial part of its business; or

the Customer’s financial position deteriorates to such an extent that in the Supplier’s opinion the Customer’s capability to adequately fulfill its obligations under the Contract has been placed in jeopardy.

Without limiting its other rights or remedies, the Supplier may suspend provision of the Goods under the Contract or any other contract between the Customer and the Supplier

if the Customer becomes subject to any of the events listed in clause 11.1(a) to clause 11.1(d), or the Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.

Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment and remains in default not less than 14 days after being notified in writing to make such a payment.

On termination of the Contract for any reason the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest.

Termination of the Contract shall not affect any of the parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of this Contract that existed at or before the date of termination.

Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.

12. LIMITATION OF LIABILITY

Nothing in these Conditions shall limit or exclude the Supplier’s liability for:

death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);

fraud or fraudulent misrepresentation;

breach of the terms implied by section 12of the Sale of Goods Act 1979; or

defective products under the Consumer Protection Act 1987 or

any matter in respect of which it would be unlawful for the Supplier to exclude or restrict liability

Subject to clause 12.1:

the Supplier shall under no circumstances whatsoever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and

the Supplier’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the aggregate price paid by the Customer to the Supplier in connection with the Goods delivered to the Customer by the Supplier in the preceding 12 months.

13. FORCE MAJEURE

Neither party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure result from a Force Majeure Event.

14. GENERAL

Assignment and other dealings

The Supplier may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.

The Customer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Supplier.

14.2 Confidentiality

Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party [or of any member of the group to which the other party belongs], except as permitted by clause 14.2(b). For the purposes of this clause, groups means, in relations to a party, that party, any subsidiary or holding company from time to time of that party, and any subsidiary from time to time of a holding company of that party.

Each party may disclose the other party’s confidential information:

to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connect with this agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this clause 14.2; and

as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.

Customers are aware and agree that the Supplier may monitor the use of its, the Supplier’s, telephone system and may record telephone conversations.

14.3 Entire agreement

This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

14.4 Variation

No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorized representatives).

14.5 Waiver

A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not:

Waive that or any other right or remedy; nor

Prevent or restrict the further exercise of that or any other right or remedy.

14.6 Severance

If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

14.7 Notices

Any notice of other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in wiring in accordance with this clause, and shall be delivered personally, sent by pre- paid first class post or other next working day delivery service, commercial courier, or fax or email.

A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 14.7(a); if sent by pre-paid first class post or other next working day delivery service, at

9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent be fax or email, one Business Day after transmission.

The provision of this clause shall not apply to the service of any proceedings or other documents in any legal action.

14.8 Third party rights

No one other than a party to this Contract and their permitted assignees shall have any right to enforce any of its terms.

14.9 Governing Law

The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.

14.10 Jurisdiction

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Contract or its subject matter or formation.