Terms and Conditions of Sale

These Conditions apply to all quotations and Orders to the exclusion of all other terms and conditions that the Customer seeks to impose or
incorporate whether in negotiation, or at any stage in the dealings between the Company and the Customer, or which are implied by law, trade
custom, practice or course of dealing.
1. Definitions
a. ‘Artwork’ - means any design, logo, drawing, specification, printed matter, instructions, copy, materials or information
provided by the Customer in relation to the ordered Goods.
b. ‘Company’ - means Tomato Source Limited, a company incorporated under the laws of England and Wales with registered
number 05483660, whose registered office is at North Quay House, Sutton Harbour, Plymouth, Devon, PL4 0RA, UK.
c. ‘Conditions’ means these terms and conditions.
d. ‘Contract’ - means the agreement(s) between the Company and the Customer for the purchase of the Goods and Services,
incorporating these terms and conditions.
e. ‘Customer’ means the person or firm who purchases the Goods and/or Services from the Supplier.
f. ‘Deliverables’ means the deliverables set out in the [Order] produced by the Company for the Customer.
g. ‘Goods’ - means the merchandise to be supplied or procured by the Company and purchased by the Customer as set out
in the Order Acknowledgement.
h. ‘Goods Specification’ means any specification for the Goods, including any relevant plans or drawings, that is agreed in
writing by the Customer and the Company.
i. ‘Intellectual Property Rights’ means patents, rights to inventions, copyright and related rights, moral rights, trade marks,
business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs,
database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade
secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all
applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights
and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the
world.
j. ‘Order’ means the Customer's order for the supply of Goods and/or Services, as set out in the Customer's purchase order
and Company’s Order acknowledgment.
k. ‘Services’ means the services, including the Deliverables, supplied by the Company to the Customer as set out in the
Service Specification.
l. ‘Service Specification’ means the description or specification for the Services provided in writing by the Company to the
Customer.
2. Estimates and Prices
a. All prices/estimates shall only constitute an invitation to treat.
b. All prices given are estimated based on the Customer’s initial brief, specification, and/or description and details given by
the Customer to the Company at the time of estimate and are subject to confirmation of final details and sight of Artwork.
c. All prices/estimates are valid for a period of 28 days from the date of issue, unless otherwise stipulated.
d. Where subcontracted services are commissioned by the Company, estimates are subject to increases in costs of labour
and materials and therefore the price finally charged for the Goods or Services will be applicable as at the date of
manufacture or supply.
e. The price of the Goods and Services is based on the current cost at the date of estimate and is subject to increase to the
extent of any subsequent alterations in exchange rates, new or increased tax levels, levies, duties, quota or any other
unforeseen increase, to be borne by the Customer.
f. All prices given on estimates are exclusive of any applicable value added tax.
3. Orders
a. All Orders placed by a Customer shall constitute an offer in accordance with these Conditions.
b. An Order must give full details of the Goods and/or Services required together with any estimated price given by the
Company. Telephone orders must be confirmed in writing by letter, fax or email.
c. Any samples, drawings, descriptive matter or advertising issued by the Company and any descriptions of the Goods or
illustrations or descriptions of the Services contained in the Company’s catalogues or brochures are issued or published for
the sole purpose of giving an approximate idea of the Services and/or Goods described in them. They shall not form part of
the Contract or have any contractual force.
d. All of these Conditions shall apply to the supply of both Goods and Services except where application to one or the other is
specified.
e. For repeat Orders, the onus is on the Customer to ensure the Company has all the correct details from previous Orders. If
no price has been given, then a price will be estimated prior to the work commencing.
f. For all new Customers, a New Customer Account Form is required.
g. The Customer shall be liable for any delay in the processing of an Order as of the result of non-compliance with this clause.
h. The Company reserves the right to produce an Order Confirmation [Acknowledgement?], in addition to the Order placed by
the Customer. In these instances, the Company reserves the right to request this signed document from the Customer prior
to any work commencing. The Order shall only be deemed to be accepted when the Supplier issues written acceptance of
the Order at which point and on which date the Contract shall come into existence (Commencement Date).
i. The Customer shall have determined the suitability of the Goods and Services for their intended use and will not rely upon
any representation made by or on behalf of the Company. Where the Customer has specified that the Goods shall be of a
certain colour or size, such specifications shall be subject to reasonable commercial variation save as expressly agreed in
writing by the Company.

4. Artwork
a. All Artwork supplied must be clearly marked up with full instructions.
b. The Company shall be entitled, at its discretion, to charge the Customer for any additional work to Artwork supplied by the
Customer where such Artwork is not usable for the purpose for which it has been provided. There is a minimum artwork
charge of £65 plus VAT.
c. In addition, the Company reserves the right to refuse any Artwork which it may deem to be unsuitable, or in a condition

which would require additional work. The Company accepts no liability for any such Artwork.
d. Artwork supplied by the Customer shall remain the property of the Customer and as such while in the possession of the
Company or in transit to or from the Customer shall be deemed to be at the Customer’s risk unless otherwise agreed and
therefore the Customer should insure accordingly.

5. Intellectual Property
a. The Company hereby assigns to the Customer all Intellectual Property Rights which are created, discovered or arise out of
or in connection with the performance by the Company of each Contract, including the Deliverables, and the Company
shall execute such documents and do such acts and things as may be necessary to give effect to the provision of this.
b. The Customer warrants and represents that any logos, designs, drawings, specifications, instructions or information
pertaining to the request of Goods or Services supplied by the Customer to the Company, or instruction furnished or given
to the Company shall not be such as to cause the Company to infringe any third party Intellectual Property Rights.
c. The Customer shall indemnify and keep indemnified in full and on demand from and against all loss, damage, costs,
(including reasonable legal costs), and expenses suffered or incurred by the Company (including, without limitation, any
economic loss, loss of profits, revenue, business, contracts, goodwill or like loss) directly or indirectly as a result of any
action made or brought against the Company (whether in the UK or elsewhere) in respect of any infringement of any third
party Intellectual Property Rights as a result of the Goods and Services supplied to the Customer by the Company, or
instruction furnished or given to the Company by the Customer.
d. The supply of Goods and Services under the Contract shall not confer any rights upon the Customer to use any of the
Company's pre-existing Intellectual Property without the prior written consent of the Company and at all times such
Intellectual Property shall remain the property of the Company. The supply of Goods and Services under the Contract shall
not imply any indemnity against infringement of the Intellectual Property Rights of third parties by the Company.
e. The Customer grants the Company a fully paid-up, non-exclusive, royalty-free non-transferable licence to copy and modify
any materials provided by the Customer to the Company for the term of the Contract for the purpose of providing the Goods
and Services to the Customer.

6. Delivery of Goods
a. All delivery dates or periods are approximate and whilst every effort will be made to meet them, the Company shall not
accept responsibility or liability if any delivery dates are not met.
b. Delivery shall be deemed to have taken place either when the Goods have arrived at the address agreed, or when the
Company has notified the Customer that the Goods are ready for collection.
c. Non-delivery by any carrier must be notified to the Company in writing within 14 days.
d. If the Customer is unable or refuses to accept delivery then the Company shall be entitled to arrange storage at the
Customer’s expense. Any additional costs in transportation incurred as a result of inability to accept delivery will also be at
the Customer’s expense.
e. Deliveries may, in any event, be postponed or suspended, without liability during any period in which circumstances of any
kind outside the Company’s control hinder or prevent the manufacture or dispatch of the Goods or delivery of the Goods to
the address specified.
f. The Company reserves the right to alter the design, material and product specification of the Goods without notice.
g. The Company reserves the right to charge the Customer for additional costs incurred on account of any alterations made at
the Customer’s request to quantities, delivery date, delivery rate, delivery destination or agreed changes in specifications.
h. Whilst every endeavour is made to deliver the exact quantity ordered, on personalised products it may be necessary to
deliver over or under the Contract quantity, which will be charged or deducted accordingly.

7. Quality of Goods
a. The Customer shall inspect the Goods immediately on delivery and in the event of any defect and/or shortage, give the
Company written notice within 3 working days, containing full details of the alleged defect and/or shortage. The Customer
must allow the Company access to inspect the alleged defective Goods or must return the defective Goods to the
Company, in which case the Company shall, at its option, repair or replace the defective Goods, or refund the price of the
defective Goods in full. Should the Customer fail to act in accordance with the above requirements or any one or more of
them, the Customer shall be deemed to have accepted the Goods as delivered and be liable to pay for them.
b. The Company shall not be liable for defective Goods if:
i. the Customer makes any further use of such Goods after giving a notice in accordance with clause 77.a;
ii. the defect arises because the Customer failed to follow the Customer’s oral or written instructions as to the
storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade
practice;
iii. the defect arises as a result of the Customer following any drawing, design or Goods Specification supplied by
the Customer;
iv. the Customer alters or repairs such Goods without the written consent of the Supplier;
v. the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions; or
vi. the Goods differ from the Goods Specification] as a result of changes made to ensure they comply with
applicable statutory or regulatory standards.

c. Except as provided in this clause 7, the Company shall have no liability to the Customer in respect of defective Goods.
d. The terms of these Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.
8. Payment
a. For all new Customers, full payment is required before any order is processed unless credit facilities have been approved
with us in advance of the order.
b. Time of payment shall be of the essence as the Company will not process an order before cleared funds are received and
will not be liable for delays to delivery dates as a result of non-timely or delayed payments.
c. Payment on pre-approved credit accounts shall be made in full within 30 days of invoice.
d. If any amount shall not be paid on the due date the Customer shall pay to the Company on demand interest therein at a
monthly rate of 2.4%, such interest to accrue from day to day and run after as well as before any judgment.
e. Credit facilities may be withdrawn without notice.
f. All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other
than any deduction or withholding of tax as required by law).

g. This contract is divisible. Each delivery made hereunder:
i. Shall be deemed to arise from a separate contract, and
ii. Shall be invoiced separately and any invoice for a delivery shall be payable in full in accordance with the terms
of payment provided for herein without reference to and notwithstanding any defect or default in the delivery of
any other instalment.

9. Discount
a. Any discounts are offered on the strict understanding that accounts are paid by the due date. We reserve the right to withdraw and invoice any such
discounts to accounts which become overdue.

10. Passing of Title and Risk of Goods
a. All Goods, delivered or not, will remain the property of the Company until the Goods have been paid for in full (and all other monies due and owing
from the Customer to the Company have been paid).
b. Until such time as payment in full is made the Customer shall retain such Goods separately from other goods, in good condition, keep them insured
against all risks for their full price on the Company’s behalf from the date of delivery and clearly mark them in such a way that they can be readily
identified as being the Company’s property.
c. Any payment received by the Customer for any sale of such Goods must be held in a separate account in trust for the Company.
d. In the event of non-payment by the Customer for such Goods the Company will, without loss of any rights or remedy, remove from the Customer’s
possession those Goods belonging to the Company in accordance with these Conditions. The Customer hereby grants the Company an irrevocable
licence to enter the Customer’s premises for such purposes.
e. The risk in the Goods shall pass to the Customer on the earlier of completion of delivery, or where the Customer is unable to or refuses to accept
delivery.
11. Supply of Services
a. The Company shall supply the Services to the Customer in accordance with the Service Specification in all material respects.
b. The Company shall use all reasonable endeavours to meet any agreed performance dates for the Services, but any such dates shall be estimates
only and time shall not be of the essence for the performance of the Services.
c. The Company reserves the right to amend the Service Specification if necessary to comply with any applicable law or regulatory requirement, or if
the amendment will not materially affect the nature or quality of the Services.
d. The Company warrants to the Customer that the Services will be provided using reasonable care and skill.
12. Customer's obligations
a. The Customer shall:
i. ensure that the terms of the Order and any information it provides in the Service Specification and the Goods Specification
are complete and accurate;
ii. co-operate with the Company in all matters relating to the Services;
iii. provide the Company, its employees, agents, consultants and subcontractors, with access to the Customer's premises, office
accommodation and other facilities as reasonably required by the Company to provide the Services;
iv. provide the Company with such information and materials as the Company may reasonably require in order to supply the
Services, and ensure that such information, including any Artwork, is complete and accurate in all material respects;
v. obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date
on which the Services are to start; and
vi. keep all materials, equipment, documents and other property of the Company (Company Materials) at the Customer's
premises in safe custody at its own risk, maintain the Company Materials in good condition until returned to the Company,
and not dispose of or use the Company Materials other than in accordance with the Company's written instructions or
authorization.

b. If the Company's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure
by the Customer to perform any relevant obligation (Customer Default):
i. without limiting or affecting any other right or remedy available to it, the Company shall have the right to suspend
performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to
relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or
delays the Company's performance of any of its obligations;
ii. the Company shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly
from the Company's failure or delay to perform any of its obligations as set out in this clause 12; and
iii. the Customer shall reimburse the Company on written demand for any costs or losses sustained or incurred by the Company
arising directly or indirectly from the Customer Default.

13. Liability
a. To the fullest extent permitted at law, every liability of the Company to the Customer arising under or in connection with the Contract including
liability in contract, tort (including negligence), misrepresentation, restitution or otherwise shall be limited to a sum equal to the Company’s charges
for the work or that part so affected.
b. Without prejudice to clause 13.a, the Company shall not be liable to the Customer for loss of profits, goodwill or any type of special, indirect or
consequential loss howsoever caused arising under or in connection with the Contract including liability in contract, tort (including negligence),
misrepresentation, restitution or otherwise (including loss or damage suffered by the Customer as a result of an action brought by a third party)
even if such loss was reasonably foreseeable.

14. Force Majeure
a. The Company shall not be responsible for any loss or damage by delay in the performance of any of its obligations under this Contract where the
delay is due to any cause beyond the Company’s control. In such an event the Company may terminate or suspend this Contract with no liability or
loss or damage thereby occasioned. The following, without prejudice to the generality of the above, be considered causes beyond the Company’s
control, including but not limited to – Act of God, war, civil disturbance, requisition, governmental or parliamentary restrictions, prohibitions or
enactments of any kind, import or export regulations, strike, lock out, trade disputes (whether involving employees of the Company or another),
difficulties in obtaining labour or materials, breakdown in machinery, fire or accident.

15. Termination of Contract
a. The Company may terminate the Contract with immediate effect, without any further obligations to the Customer by notice in writing on the
happening of any of the following:
i. The Customer commits a material breach of any term of the Contract which breach is irremediable or (if such breach is remediable) fails
to remedy that breach within a period of 30 days after being notified in writing to do so;
ii. The Customer takes any step or action in connection with its entering administration, provisional liquidation 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 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; or
iii. The Customer suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business.
b. At its discretion, the Company may or may not accept cancellation or amendment of an order but the Customer may be liable, in part or full, where
manufacture of Goods or supply of Services has begun at the time of notification of any such cancellation or amendment and for any costs or
losses incurred by or on behalf of the Company in administering such cancellations or amendments.

16. Severability
a. If any of these conditions or any part of one of these conditions is rendered void by any legislation to which it is subject it shall be void to that extent
and no further. If any of these conditions or any part of one of these conditions is rendered unenforceable by any legislation to which it is subject it

shall be unenforceable to the extent that it is not fair or reasonable to allow reliance on such a condition or part thereof but no further.

17. Waiver
a. Failure by the Company to insist upon strict performance of the terms and conditions of this Contract shall not be deemed a waiver of any of its
rights or remedies nor be deemed a waiver of any subsequent default hereof.

18. Assignment
a. The Customer shall not assign or otherwise transfer all or part of the agreement without the prior written consent of the Company.
19. Partnership/Agency
a. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party
the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.

20. Notices
a. Any notice or other communication hereunder shall be in writing which for the avoidance of doubt shall be by means of a postal letter (with proof of
delivery), facsimile (confirmed to be delivered), or confirmed electronic mail delivery sent by either party to the other at the addresses normally
applying for day to day correspondence.

21. Law and Jurisdiction
a. This Contract shall be governed by and construed in accordance with the law of England and Wales and the parties hereby irrevocably submit to
the jurisdiction of the courts of England and wales.

Revision date: January 2021

© 2021 by Tomato Source Limited. Registered in England & Wales No 5483660. VAT No GB 914 6272 28

TomatoSource is a registered trademark of Tomato Source Limited No 251613