TERMS & CONDITIONS

1. DEFINITIONS

ln these conditions “the Company” shall mean C21Hygiene, “the Goods“ shall mean the products supplied by the Company and “the Customer” shall mean the company, firm or person buying the Goods from the Company.

2. APPLICATION OF CONDITIONS

All Goods supplied by the Company are supplied on the following terms and conditions and no variation of those terms and conditions shall effect unless expressly accepted by a partner of the Company in writing. The Company`s conditions exclude any other terms and conditions which the Customer may seek to impose whether or not the Customer`s conditions are contained in any offer, acceptance or counter offer made by the Customer.

3. QUOTATIONS

All quotations given by the Company are subject to acceptance by the Company on receipt of the Customer’s order. The Company reserves the right to refuse any order given on the basis of its quotation and in the event of any refusal no damages or expenses of any kind shall be payable by the Company.

4. ACCURACY OF DESCRIPTION OF GOODS

All descriptions, specifications, drawings and particulars of weights and dimensions submitted by the Company or otherwise contained in the Company`s published matter are approximate only and none of these shall form part of any contract or give rise to any independent or collateral liability upon the Company being intended merely to represent a general idea of the Goods as described therein. All information, advice or opinion given by the Company – is given without legal responsibility.

5. PRICE

All prices quoted are the Company’s Current prices at the time of quotation and are nett exclusive of VAT unless otherwise stated. The price payable for the Goods shall be the price ruling at the date of dispatch and the Company shall be entitled to adjust the price of the Goods at any time between the date of confirmation of order and the date of delivery of the Goods, to take account of any increase in costs incurred by the Company. The Company may also adjust the price if the quantity ordered by the Customer is less than the quantity specified in the Company’s quotation.

6. DELIVERY

6.1 Delivery shall be deemed to be effected when the Customer signs for acceptance of the Goods. 6.2 Time for delivery is not of the essence and dates given by the Company are advisory only. The Company shall not be liable for any loss or damage caused by late delivery or by non delivery. 6.3 The Company shall be entitled to make delivery by instalments and to invoice separately for each instalment. Where delivery is made by instalments, each instalment shall be construed as the subject of a separate agreement to which all the provisions of these conditions shall (with any necessary alterations) apply. 6.4 Where the Company has agreed to deferred deliveries, such deliveries shall be accepted by the Customer within one month from the date of order unless otherwise agreed in writing. lf the Customer fails to take delivery within such period, the risk shall pass to the Customer and the balance remaining undelivered together with storage costs shall be invoiced to the customer and payment shall become immediately due. 6.5 Goods which the Customer agreed to collect ex-works must be collected within seven days of the Company notifying the Customer that the Goods are ready. lf the Goods are not collected within this period, The Company shall be entitled to invoice the Customer for the Goods and either to deliver or store the Goods and to charge for delivery and/or storage of the Goods, the Goods being held at the Customer’s risk. 6.6 Deviations in quantity of the Goods delivered from those stated in the contract shall not give the Customer the right to repudiate the Contract, to reject the Goods (save insofar as the quantity varies by more than 10% from the amount ordered and such variation is notified in writing to the Company within 7 days from delivery and in any event before the Goods have been used by the Customer) or to claim damages for breach of contract and the Customer shall be obliged to accept and pay at the contract rate for the quantity delivered (except insofar as the Customer has the right to reject any Goods under this condition).

7. PAYMENT

7.l The price of the Goods shall be due and payable by the end of the month following the month of delivery. 7.2 The time for payment shall be of the essence and the Company shall be entitled to charge interest at 2% per calendar month from the date when payment falls due until actual payment on all overdue accounts. 7.3 The Company reserves the right at any time to demand security for payment before continuing with or delivering any order, and shall be entitled to treat any contract as repudiated if the Customer makes any default in payment or being a company is wound up or has a receiver appointed or being an individual becomes bankrupt or insolvent or enters into any arrangement with his creditors.

8. RISK AND PROPERTY

8.1 Risk in the Goods shall pass together with title to the Customer when the Goods are delivered or collected by the Customer or its agent. 8.2 The Company reserves the right to retrieve the Goods until paid for in full. The Customer shall keep the Goods in good condition and the Goods shall be stored in such a way as to be clearly identifiable until paid for in full. 8.3 The Company shall at any time be entitled to appropriate any payment made by the Customer in respect of any goods in settlement of such invoices as the Company may in its absolute discretion think fit notwithstanding any purported appropriation by the Customer. 8.4 Retention of title relating to all monies due irrelevant of the invoices they relate to.

9. INSPECTION/SHORTAGES

9.l The Customer shall inspect the Goods on delivery or on collection as the case may be. 9.2 ln all cases where the Customer complains of defects or shortages, the Company shall without prejudice to the question of liability generally be under no liability in any event if it has not been given an opportunity to inspect the Goods before they have been used by the Customer.

10. MANUFACTURE

10.1 Materials of equivalent or higher strength may be substituted for materials quoted. 10.2 Specified dimensions are subject to a tolerance of 13mm. 10.3 Specified weights may not equate to actual weights and the Company reserves the right to supply materials and/or Goods of the different weight (whether lighter or heavier) so long as the performance of the materials and/or Goods shall not be materially reduced. 10.4 Moulds or other tooling costs specifically required to complete the Customer’s order will be charged to the Customer, but the Customer does not become the beneficial owner of these moulds or tooling unless agreed in writing by the Company.

11. ARTWORK AND PRINTING

11.1 When artwork origination and moulds are supplied by the Company such items will be charged to the Customer. 11.2 All sketches, origination work and tooling shall remain the Company’s property unless specifically identified on the estimate and invoice and paid for by the Customer 11.3 No responsibility will be accepted by the Company for any errors in products proofs or printing details which have been passed by the Customer. 11.4 All items and moulds owned by the Customer and left at the Company’s premises or handed to an employee of the Company will be held at the Customer’s risk and a receipt for such items should be obtained from the employee to whom the items are handed. 11.5 Every care will be taken to secure the best results where materials are supplied by the Customer but responsibility will not be accepted for imperfect work caused by defects or unsuitability of materials supplied. 11.6 Pallets remain the Company’s property and are returnable within one month from date of actual delivery. The Company reserves the right to charge at market price for any pallets not returned within stated period.

12. WARRANTY

12.1 The Company warrants that it has title to and the right to sell the Goods. 12.2 No representation or warranty is given by the Company as to the suitability or fitness of the Goods for any purpose or any particular purpose and the Customer shall satisfy himself in this respect and shall be totally responsible therefore.

13. LIABILITY/EXCLUSIONS

13.1 INTRODUCTION

a) Nothing in Clause 13 shall exclude or restrict the Company`s liability for death or personal injury. b) Each of the sub-clauses in Clause 13 is to be treated as separate and independent. c) The Company is willing to undertake liability additional to that provided for by this clause in exchange for a higher price.

13.2 DEFECTS

a) Subject to clause 9.2 the Company will either make good the Goods at its own expense or, at its option, replace the Goods if any defects which the Company is reasonably satisfied are caused by faulty design, manufacture, materials or workmanship are discovered within seven days from the date of dispatch. The Company shall not be liable for defects caused by abnormal use, mis-use or neglect. b) The Customer may only claim the benefit of this clause if he informs the Company of the relevant defect in writing as soon as he discovers it and unless otherwise agreed by the Company he returns the Goods to the Company at his own expense.

13.3 EXCLUSION OF LIABILITY

In consideration of the Company’s obligations under Clause 13.2 the Customer agrees that apart from the terms set out herein no other terms, conditions or warranties, express or implied, statutory or otherwise shall form part of the contract.

13.4 EXCLUSION OF CONSEQUENTIAL LOSS

a) The Company shall not be liable for any consequential or indirect loss or damage suffered by the Customer howsoever arising. b) Without prejudice to the generality of the foregoing, the Company shall not be liable for loss of profits, loss of contracts, and damage to property of the Customer or anyone else whatsoever, howsoever arising.

13.5 LIMITATION

Without prejudice to the remainder of Clause 13 of these conditions or to the Company’s other rights hereunder, the Company’s total liability for any one claim or for the total of all claims arising from any one act or default of the Company (whether arising from the Company’s negligence or otherwise) shall not in any event exceed the contract price for the Goods.

14. INDEMNITY

The Customer shall keep the Company indemnified against all costs, claims, demands, expenses and liabilities of whatsoever nature made by third parties caused in whole or in part or arising out of any act or omission of the Customer in connection with the use or storage or sale of the Goods.

15. ASSIGNMENT

The Customer shall not assign nor transfer nor purport to assign or transfer any contract to which these conditions apply or the benefit therefore to any other person whatsoever.

16. FORCE MAJEURE

The Company shall not be liable for any failure to deliver the Goods arising from circumstances outside the Company’s control including for example, acts of God, war, riot, explosions, abnormal weather, fire, floods, strikes, lock outs, government action or regulations (UK or otherwise), delays by suppliers, accidents and shortages of materials, labour or manufacturing facilities.

17. CANCELLATION

No cancellation by the Customer is permitted unless expressly agreed by a director or partner of the Company in writing. In the event of cancellation the Customer will indemnify the Company fully against all expenses incurred by the Company together with liquidated damages of 15% of the contract price.

18. JURISDICTION

All contracts between the Company and the Customer shall be governed and be construed in accordance with English law and all disputes arising in relation to such contracts shall be submitted to the jurisdiction of the English courts.

19. REFERENCES

The company retains the right to obtain references from whomever the Company wishes at any time