VALUE ADDED TAX: Buyer shall be responsible for all value added tax or other applicable taxes, other than income taxes, as well as necessary shipping, storage, or handling costs, if any, incurred in connection with the Sales Order.
2
PAYMENT OBLIGATIONS: The Company shall invoice Buyer for the Product(s) in accordance with the payment schedule set out in the Sales Order. Buyer agrees to settle promptly all payments within seven (7) days of the invoice, unless agreed to and otherwise provided for in writing by the Parties. If Buyer fails to make a payment due under this Sales Order by the due date, Buyer shall pay Seller a late payment fee of five percent (5%) of the total purchase price for the Products on the Sales Order. Thereafter, interest shall accrue on Buyer’s outstanding payment obligations at the rate of two percent (2%) per month, compounding monthly, or the highest allowable rate under United Kingdom law. Buyer acknowledges and irrevocably agrees that the Company shall be under no obligation to proceed with the Sales Order and/or manufacture or deliver the Products unless and until any late payment has been made. If Buyer has not completed payment within three (3) months of the date of the final payment invoice for the Products, such Products shall be considered abandoned and Buyer shall have no further right or title to the Products.
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VARIATION IN PAYMENTS: this Sales Order is valid for 14 days from the date above. In the event that Buyer does not approve production within that time period or proposes any changes to the Sales Order, whether in quantity, content, packaging or any other variation whatsoever, then the Company reserves the right to review and, if appropriate, alter the prices quoted and Buyer accepts responsibility for settling such alterations to the prices.
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APPROVAL: following acceptance of this Sales Order by Buyer, the Company shall prepare production of the Products, including if appropriate labels and other packaging. Buyer undertakes to review and comment on all formulations and designs submitted by the Company promptly. The Company shall make any reasonable amendments proposed by Buyer but reserves the right to alter the prices quoted if more than three (3) versions of any formulation or design is required before Buyer approves production. Once a Product is approved by Buyer, such approval shall be deemed to be final and irrevocable. Approval by Buyer may be verbal, in writing or by email and the Company is entitled to accept and act on any communication in respect of approval from Buyer.
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PRODUCTION: All orders are non-refundable once production begins and Buyer acknowledges and irrevocably agrees that by accepting this Sales Order it is committing to the payments set out above even if Buyer subsequently declines to accept delivery. Any changes made or purported to be made by Buyer following its acceptance of this Sales Order shall be at Buyer’s sole cost and expense and Buyer irrevocably agrees to reimburse the Company accordingly.
6
DELIVERY/RISK OF LOSS: The Company shall either ship the Product to the provided address or provide for pickup at the Company’s specified facility as provided for in the Sales Order. Title and risk of loss will transfer from the Company to the Buyer upon shipment of the Products. If Buyer chooses to pick up the Product at the Company’s facility after processing, then title and risk of loss will transfer to Buyer at the earlier of: (i) time that Buyer picks up the Product, or (ii) five business (5) days after the Company notifies Buyer of the availability of the Product for pick up. The delivery estimate provided above is the Company’s assessment, acting reasonably and with due care, of the likely time for completion and delivery of the Products. The Company undertakes to keep Buyer informed of any potential changes to that estimate and, if applicable, the reasons for such change. However, the Company accepts no liability for any delay in delivery howsoever caused.
7
The Company and the Buyer shall maintain, and shall cause its agents to maintain, all records necessary to comply with all applicable laws relating to the sale, storage and shipment of the Product. All such records shall be maintained for such period as may be required by applicable governing jurisdiction’s laws.
8
The Company, in the Company’s sole discretion, shall determine whether or if any Products placed in the market by any party must be withdrawn or recalled from the market. In the event that the Company determines a recall is necessary, the Buyer agrees to comply with the Company’s recall procedures.
9
RIGHT OF INSPECTION: Upon the Company supplying Product to Buyer pursuant to the Sales Order, Buyer shall have seven (7) days to inspect such shipment of Products upon receipt to verify such shipment’s conformity to the specifications provided by the Company as of the time the Product was delivered to Buyer. If Buyer alleges that any portion or all of any shipment of the Product did not conform to the specifications provided as of the time it was delivered to Buyer (each non-conforming Product, a “Defective Product”), and the Company agrees with the claim, then Buyer shall be entitled to reject such portion that includes Defective Product. Buyer shall notify the Company in writing if the shipment of Products includes Defective Product that existed at the time of the delivery of the Products. Such notification shall be made as soon as reasonably practicable after discovery of the nonconformity, but not later than seven (7) days after delivery. Such notice shall specify the reasons for rejection. If Buyer does not so reject the Products within seven (7) days after delivery, Buyer shall be deemed to have accepted the Products. If notice of rejection is received by the Company, Buyer shall cooperate with the Company in determining whether such rejection is justified. The Company shall notify Buyer as soon as reasonably possible, but not later than fourteen (14) days after receipt of the notice from Buyer, whether it accepts Buyer’s basis for rejection. In the event of a dispute between the Parties as to non-conformance of the Products, then Buyer and the Company shall jointly select an independent third party to determine whether the Product conforms with the Sales Order (the “Third Party Determination”). If the Third-Party rules that the Product conformed to the Sales Order as of the time the Product was delivered to Buyer or that the Product is conforming and has no other defect, then Buyer shall be deemed to have accepted the Product at the agreed upon price and Buyer shall bear the cost of the Third-Party Determination. If the Third-Party rules that the Product does not conform to the Sales Order at the time the Product was delivered to Buyer, then Buyer’s sole and exclusive remedy shall be to return the non-conforming Product, with a refund of the monies paid or deposited for the non-conforming product, and the Company shall bear the cost of the Third-Party Determination.
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REPRESENTATIONS AND WARRANTIES: Buyer represents and warrants that (i) Buyer shall not make any false claims in any packaging, labelling, advertising, promotional material or other sales and marketing efforts regarding the Product; (ii) Buyer shall comply with all applicable laws relevant to the Products and Sales Order and the subject matter hereof and shall actively assist the Company in its compliance with same. Buyer shall immediately cease distribution of any Products and any other activity under this Agreement with respect there to upon written notice by the Company to the extent reasonably required in the Company's reasonable discretion in connection with the Company's efforts to cooperate or comply with any actual or potential government action relevant to any Product. The Company provides guidance and advice on labelling requirements in the UK only but accepts no liability for any errors and omissions on the Products’ labels or outer boxes. It is Buyer’s sole responsibility to satisfy itself that the Products are correctly labelled and described.
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GOVERNING LAW/JURISDICTION: This Sales Order, and the terms and conditions herein or any dispute arising there from, shall be governed by and construed in accordance with the laws of the United Kingdom without giving effect to any choice or conflict of law provision or rule that would cause the applications of laws of any jurisdiction other than the United Kingdom.
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ONGOING TERMS AND CONDITIONS: By accepting this Sales Order and the terms and conditions herein, you hereby agree that these terms and conditions shall apply and govern all and any future Sales Orders made by Buyer unless and until varied in writing by ether the Company or Buyer. Specifically any Sales Orders after the date hereof given by Buyer to the Company are deemed to be subject to these terms and conditions.
