KHUSH INGREDIENTS LTD/BV TERMS AND CONDITIONS OF SALE

1. DEFINITIONS

Supplier:           Means Khush Ingredients Ltd / Khush Ingredients BV

Buyer:               The company/person purchasing the goods.

Conditions:       The terms and conditions of sale set out in the document and any special agreement in writing with the seller.   

Goods:             The goods that the supplier will be supplying to the buyer under the Terms and Conditions of sale.

2. CONDITIONS 

These conditions shall apply to all contracts, in relation to the sale of Goods, to exclude all other terms and conditions of purchase, including the Buyer’s standard conditions of purchase, or any other conditions which the buyer may purport to apply under any purchase order or confirmation of order for any other products.

All orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods from the seller in accordance to these Conditions.

Acceptance of delivery of these Goods shall be deemed to be conclusive evidence of the Buyer’s acceptance of these Conditions.

These Conditions are not to be varied except by the written agreement of a director at Khush Ingredients Ltd.

This contract, including the Conditions, represents the whole of the agreement between the seller and the Buyer. These Conditions supplant any other conditions previously issued.

3. PRICE

The price shall be the amount quoted on the suppliers’ order confirmation. The price is exclusive of VAT which shall be due at the rate in force on the date of the supplier’s invoice.

The supplier shall not be bound by any price quoted which is not in writing.

Unless decided otherwise, stated in writing the price shall be for delivery to the customers premise. Delivery of Goods to any other place shall be at the expense of the buyer.

4. PAYMENT AND INTEREST

Payment of the price and VAT shall be due within 30 days of the date of the supplier’s invoice, unless decided otherwise with a director of Khush Ingredients Ltd in writing.

Interest on overdue invoices shall accrue from the date when payment becomes due calculated on a daily basis until the date of payment at the rate of 8% per annum above the Bank of England base rate from time to time in force. Such interest shall accrue after as well as before any judgement.

The Buyer shall pay all accounts in full and not exercise any rights of set-off or counter-claim against invoices submitted by the supplier. 

5. DELIVERIES AND CHARGES

All charges are quoted on either £ (sterling) US Dollars or Euros. Quoted as per Incoterms 2000.  If a local government charge is applicable, then this will be charged additionally as per current rates.

Normal goods must be paid for in advance with monies cleared without condition before the goods are shipped.  A full letter of credit from an agreed international bank will also suffice.

6. GOODS

The quantity and description of the Goods shall be as set out in the Suppliers order confirmation

Invoices will be sent electronically. Failure to pay on time may attract interest charges.  If invoices are not paid within 60 days, then debt recovery proceedings will commence with the Buyer being charged all costs associated with the debt recovery.

7. WARRANTIES

The seller warrants that the Goods or services are in line with ‘contract’ and the processes used to provide the Goods or services are carried out in compliance with UK law for UK/ EU law for BV

Khush Ingredients warrants that the Goods will:

Conform with their description.

Be of satisfactory quality with the meaning of the Sale of Goods Act 1979 (EU equivalent)

Be fit for purpose held out by the Supplier.

8. TITLE AND RISK

Risk shall pass on delivery of the Goods to the Buyers address.

Notwithstanding the earlier passing of risk, title of the Goods shall remain with the Supplier and shall not pass to the Buyer until the amount due under the invoice for them (including interest and costs) has been paid in full.

Until title passes the Buyer will hold the products as Bailee for the Supplier and shall store or mark them so that they can be recognised as the Supplier’s property at all times.

The seller may:

Repossess and dismantle and use or sell all or any of the Goods and by doing so terminate the Buyer’s right to use, sell or otherwise deal in them; and

For that purposes (or determining what, if any, Goods are held by the Buyer and inspecting them) enter any premises of, or occupied by, the Buyer.

…at any time before title passes and without any liability to the Supplier.

9. DELIVERY OF GOODS

The delivery of the Goods shall be made to the Buyers address, (or an address agreed before between the Buyer and the Supplier.)Buyer shall make all arrangements necessary to take delivery of the Goods on the day notified by the Supplier for delivery.

The Supplier undertakes to use reasonable endeavours to despatch the Goods for an agreed delivery date but does not guarantee to do so. Time of delivery shall not be of the essence of the contract. 

The Supplier shall not be liable to the Buyer for any loss or damage whether arising directly or indirectly from the late delivery or short delivery of the Goods. If short delivery of the Goods does take place, the Buyer may not reject the Goods but shall accept the Goods delivered as past performance of the contrast, and a pro rata adjustment to the price shall be made.

If the Buyer fails to take delivery of the Goods on the agreed delivery date or, if no specific delivery date has been agreed, when he Goods are ready for despatch, the Supplier shall be entitled to store and insure the Goods and to charge the Buyer reasonable costs for doing this.

10. ACCEPTANCE OF GOODS

The Buyer shall be deemed to have accepted the Goods in 7 days after the delivery to the Buyer as stated on the Order Confirmation.

The Buyer shall carry out a thorough inspection of the Goods within 7 days and give notice in writing to the Supplier after discovering that some or all of the Goods do not comply with the Warranty, the Buyer must return the Goods to the Supplier at the Buyer’s cost and the Supplier shall, at its option, repair or replace any Goods that are defective, or refund the price of such defective Goods.

Where the Buyer has accepted, or has been deemed to have accepted, the Goods the Buyer shall not be entitled to reject Goods which are not in accordance with the contract.

11. FORCE MAJEURE

Force Majeure Events means an event beyond reasonable control of the Supplier including but not limited to strikes, lock-outs or other industrial disputes (whether it involves the workforce of the Supplier or any other party), failure of a utility service or transport network, act of God, war, terrorism, riot, civil commotion, interference by civil of military authorities, national or international calamity, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm, earthquake, epidemic or similar events, or default of suppliers or subcontractors.

The Supplier shall not be liable to the Buyer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.

If the Force Majeure Event prevents the Supplier from providing any of the Goods, for more than 4 weeks, the Supplier shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Buyer.

12. LIMITATIONS 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;

Fraud or fraudulent misrepresentation;

Breach of the terms implied by section 12 of the Sale of Goods Act 1979 (or EU Equivalent) (title and quiet possession); or

Defective products under the Consumer Protection Act 1987.

Subject to the clause above:

The Supplier shall under no circumstances whatsoever be liable to the Buyer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, 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 Buyer 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 value of the order.  After the Warranty Period, the terms implied by (13) the general section of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.  This clause (Limitations of Liability) shall survive termination of the Contract.

13. CONSEQUENTIAL LOSSES

The seller accepts no consequential losses as a result of provision of goods or services under any circumstances whatsoever, including negligence.

14. INSURANCE

The seller carries no insurance for provision of any goods or services. Should insurance of any type be required by the Buyer, then this can be obtained and quoted as part of the contract.

15. GENERAL

Notices: Any notice or other communications given to a party under or in connection with this Contract shall be in writing, addressed to that party at its registered office 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 writing in accordance with this clause, and shall be delivered personally or sent by pre-paid first class post or other next working day delivery service, or by commercial courier, fax (or e-mail).   The provisions of this clause (general) shall not apply to the service of any proceedings or other documents in any legal action.

Waiver: a Waiver of any right under the Contract or law is only effective if it  is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

No partnership or agency.  Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, nor constitute either party the agent of another party for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.

Third parties. A person who is not a party to the Contract shall not have any rights to enforce its terms.

This Contract contains the entire agreement and understanding of the parties relating to the subject matter of this Contract and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between the parties, whether written or oral.

Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions shall be effective unless it is agreed in writing and writing and signed by the Supplier.

Governing Law. This agreement 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 for Khush Ingredients.

Dutch Law applies for Khush Ingredients BV.

Jurisdiction. Each part 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) and Dutch Law for customers invoiced by Khush Ingredients BV.