TERMS AND CONDITIONS OF SUPPLY

1.1 Definitions

In these Conditions, the following definitions apply:

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 set out in this document as amended from time to time by SLG.

Contract: the contract between SLG 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 SLG.

Force Majeure Event: has the meaning given in clause 11.

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

Order: the Customer's order for the Goods, as set out in the Customer's purchase order form.

Specification: any specification for the Goods, including any related plans and drawings, that is agreed in writing by the Customer and SLG.

SLG: SLG Brands Limited (registered in England and Wales with company number 1911296).

2. BASIS OF CONTRACT

2.1 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.

2.2 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 Order are complete and accurate.

2.3 The Order shall only be deemed to be accepted when SLG issues a written acceptance of the Order, at which point the Contract shall come into existence.

3. GOODS

3.1 The Goods are as described by SLG and/or in accordance with any specification between the parties.

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

3.3 Where a sample of the Goods is shown to and inspected by the Customer, the parties accept that such sample is shown and inspected for the sole purpose of enabling the Customer to make a judgment as to quality and does not of itself imply any warranty as to quality.

3.4 If the Customer advertises any of the Goods for sale online, it shall not make any warranty, representation or claim about the Goods in addition to any provided by SLG.

4. DELIVERY

4.1 SLG shall ensure that:

(a) each delivery of the Goods is accompanied by a delivery note which shows 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); and

(b) if SLG requires the Customer to return any packaging materials to SLG, that fact is clearly stated on the delivery note. The Customer shall make any such packaging materials available for collection at such times as SLG shall reasonably request.

4.2 Where agreed, SLG 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 SLG notifies the Customer that the Goods are ready. If any alternate Delivery Location requested by a Customer results in SLG incurring additional transport costs, such additional costs will be passed on to the Customer by way of an additional charge.

4.3 If the Parties have agreed that the Customer shall collect the Goods, the Goods shall be collected from such location as may be advised by SLG prior to collection (Collection Location) within 5 business days of SLG notifying the Customer that the Goods are ready.

4.4 Delivery of the Goods shall be completed on the Goods' arrival at the Delivery Location or on the completion of loading of the Goods at the Collection Location (as appropriate).

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

4.6 If the Customer fails to take or accept (as appropriate) delivery of the Goods within five Business Days of SLG notifying the Customer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or SLG's failure to comply with its obligations under the Contract:

(a) delivery of the Goods shall be deemed to have been completed at 9.00 am on the fifth Business Day after the day on which SLG notified the Customer that the Goods were ready; and

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

4.7 If 10 Business Days after the day on which SLG notified the Customer that the Goods were ready for delivery the Customer has not taken or accepted delivery of them, SLG may invoice for the Goods in full. SLG may then, at its sole discretion, resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods.

4.8 SLG may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate Contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.

5. QUALITY

5.1 SLG warrants that on delivery, the Goods shall conform in all material respects with their description or specification where one has been agreed between the parties.

5.2 Subject to clause 5.3, if:

(a) the Customer gives notice in writing to SLG within 14 days of receipt of goods that some or all of the Goods do not comply with the warranty set out in clause 5.1;

(b) the Customer (if asked to do so by SLG) returns such Goods to SLG's place of business;

if SLG agrees that the Goods are defective, SLG shall, at its option, rework or replace the defective Goods, or refund the price of the defective Goods in full. SLG shall not be liable for any loss of profit or any consequential loss, fine, penalty, or otherwise.

5.3 Except as provided in this clause 5, SLG shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 5.1.

5.4 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.

5.5 These Conditions shall apply to any repaired or replacement Goods supplied by SLG.

5.6 If any Order has been incorrectly picked (in whole or in part), the Customer shall notify SLG within 72 hours of taking delivery or collection (as appropriate) of the Goods. Supplier will not accept liability for any claims received after the expiry of the 72-hour period.

5.7 SLG shall arrange for the correct Goods to be shipped to the Customer as soon as reasonably practicable and shall arrange for the incorrectly delivered Goods to be collected at SLG's sole expense.

6. TITLE AND RISK

6.1 The risk in the Goods shall pass to the Customer on completion of delivery or on the Customer collecting the Goods (as appropriate).

6.2 Title to the Goods shall not pass to the Customer until the earlier of:

(a) SLG receives payment in full (in cash or cleared funds) for the Goods; and

(b) the Customer resells the Goods, in which case title to the Goods shall pass to the Customer at the time specified in clause 7.4.

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

(a) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as SLG's property;

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

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

(d) notify SLG immediately if it becomes subject to any of the events listed in clause 9.2; and

(e) give SLG such information relating to the Goods as SLG may require from time to time.

6.4 Subject to clause 7.5, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before SLG receives payment for the Goods. However, if the Customer resells the Goods before that time:

(a) it does so as principal and not as SLG's agent; and

(b) title to the Goods shall pass from SLG to the Customer immediately before the time at which resale by the Customer occurs.

6.5 If before title to the Goods passes to the Customer, the Customer becomes subject to any of the events listed in clause 9.2, then, without limiting any other right or remedy SLG may have:

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

(b) SLG may at any time:

(i) require the Customer to deliver up all Goods in its possession which have not been resold or irrevocably incorporated into another product; and (ii) if the Customer fails 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.

7. PRICE AND PAYMENT

7.1 The price of the Goods shall be the price set out in the Order or, if no price is quoted, the price set out in SLG's published price list in force as at the date of delivery or as may otherwise be agreed between the Parties.

7.2 SLG may, by giving notice to the Customer at any time up to 28 Business Days before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:

(a) any factor beyond SLG's control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labor, materials, and other manufacturing costs);

(b) any request by the Customer to change the delivery date(s), quantities, or types of Goods ordered, or the Specification; or

(c) any delay caused by any instructions of the Customer or failure of the Customer to give SLG adequate or accurate information or instructions.

7.3 Save where agreed or quoted otherwise, the price of the Goods is exclusive of the costs and charges of insurance and transport of the Goods, which shall be invoiced to the Customer.

7.4 The price of the Goods is exclusive of amounts in respect of value-added tax (VAT). The Customer shall, on receipt of a valid VAT invoice from SLG, pay to SLG such additional amounts in respect of VAT as are chargeable on the supply of the Goods.

7.5 SLG may invoice the Customer for the Goods on or at any time after the completion of delivery or as otherwise agreed between SLG and the Customer.

7.6 The Customer shall pay the invoice in full and in cleared funds within 30 Business Days of the date of the invoice, or such other date for payment as may be stipulated in the invoice. Payment shall be made to the bank account nominated in writing by SLG. Time of payment is of the essence.

7.7 If the Customer fails to make any payment due to SLG under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 2.5% per annum above HSBC'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.

7.8 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). SLG 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 SLG to the Customer.

8. DELIVERY AND DELAY

8.1 SLG shall use all reasonable endeavors to meet any agreed delivery date. Time shall not be of the essence, and no penalty, obligation to credit, liquidated damages, or otherwise for late delivery shall apply unless agreed as a special term in writing in a Purchase Order.

8.2 In respect of any Christmas or annual gifting product (Gifting Products), SLG shall have no liability for any loss or damage (whether direct or indirectly) arising in consequence of delay where the cause of the delay is:

(a) In consequence of any governmental or commercial policy enacted in consequence of an epidemic or pandemic, including, but not limited to, Covid-19; or

(b) In consequence of the shortage of shipping containers, shipping availability, or any other global or national supply chain disruption outside the reasonable control or influence of SLG.

8.3 In all other cases, the provisions of clause 10 shall apply.

9. TERMINATION AND SUSPENSION

9.1 If the Customer becomes subject to an Insolvency Event, SLG may terminate the Contract with immediate effect by giving written notice to the Customer.

9.2 For the purposes of clause 9.1, an Insolvency Event shall mean the Customer going into administration, entering into a voluntary arrangement with its creditor, or where a resolution is passed for the voluntary winding up of the customer or any analogous event.

9.3 Without limiting its other rights or remedies, SLG may suspend provision of the Goods under the Contract or any other contract between the Customer and SLG if SLG reasonably believes that the Customer is about to become subject to an Insolvency Event, or if the Customer fails to pay any amount due under this Contract on the due date for payment.

9.4 On termination of the Contract for any reason, the Customer shall immediately pay to SLG all of SLG's outstanding unpaid invoices and interest.

10. LIMITATION OF LIABILITY

10.1 Nothing in these Conditions shall limit or exclude SLG's liability for:

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

(b) fraud or fraudulent misrepresentation.

10.2 Subject to clause 10.1:

(a) SLG shall under no circumstances whatever 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

(b) SLG'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 30% of the price of the Goods.

11. FORCE MAJEURE

Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. A Force Majeure Event means any event beyond a party's reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs, or other industrial disputes (whether involving its own workforce or a third party's), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors.

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

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