LEATHAMS LTD “THE COMPANY” STANDARD CONDITIONS OF BUSINESS

1. CONTRACT AND CONDITIONS

Unless otherwise agreed in writing between the Company and you (“the Customer”) these conditions shall govern the sale and supply of the Company’s products to the Customer and shall override any terms or conditions stipulated, included or referred to by the Customer whether in the order or in correspondence or in any negotiations preceding the formation of the contract made on these conditions between the Company and the Customer for the provision of products (“the Contract”).

2. PRICE

(a) The price payable by the Customer for the products shall be the price set out in writing by the Company in the quotation or other written document issued by the Company to the Customer. The price for the products shall be exclusive of value added tax (unless stated otherwise) which the Customer will pay to the Company when it is due to pay for the products.

(b) The Company reserves the right to vary the price communicated to the Customer in accordance with clause 2(a) above in the following circumstances:

(i) where there are changes in market conditions, including but not limited to increased costs of materials, labour, transport or overheads (whether caused by foreign exchange rate fluctuation or otherwise);

(ii) where there is an increased cost due to delay on the part of, or caused by, the Customer, or failure by the Customer to give the Company adequate information or instructions; or

(iii) where there are any changes in applicable laws and regulations including, but not limited to, those concerning taxation, which result in an increased cost to the Company.

(c) The Company will liaise with the Customer regarding any change in price due to the circumstances listed above in clauses 2(a)-2(b).

3. PAYMENT

(a) Payment of invoices shall be made in full without any deduction or set-off and, unless indicated on the invoice or any dispatch note to be payable in cash on delivery or otherwise agreed in writing by the Company, shall be payable on or before the last day of the month following the date of the invoice. Time for payment shall be of the essence.

(b) Any extension of credit allowed to the Customer pursuant to condition 3 (a) above may be changed or withdrawn by the Company at any time.

(c) The Customer agrees that all invoices, credit notes and statements will be sent electronically to the Customer by the Company by email in PDF format unless otherwise agreed in writing with an authorized representative of the Company.

(d) If in the opinion of the Company the creditworthiness of the Customer shall have deteriorated prior to delivery, the Company may require full or partial payment for the products prior to delivery.

(e) No payment shall be deemed to have been received until the Company has received cleared funds.

(f) The Company reserves the right to charge (in which event the Customer shall be bound to pay) interest on overdue invoices at the rate of 2% per annum above the base rate of HSBC Bank Plc from time to time, such interest to be calculated daily.

(g) The Company reserves the right to charge late payment fees in accordance with the UK late payment legislation.

(h) Failure to settle outstanding overdue invoices may result in matters being placed in the hand of our Solicitors. The Company reserves the right to recover all amounts outstanding, including but not limited to any legal and administrative fees that the Company may incur in recovering such debt.

(i) The Customer hereby acknowledges and agrees that in the event that it proposes to enter into a sale or disposal of its business or assets to a third party, any and all debts owed to the Company by the Customer will be paid in full on or before the date on which the aforementioned transaction is concluded (unless the date for payment of the invoice falls before such date, in which case the payment will be made in accordance with the invoice payment terms).

(j) Without prejudice to condition 3(f) the Company reserves the right to cancel the Contract or suspend delivery or performance to the Customer where invoices are not paid in accordance with any of the conditions of 3(a), (b) or (c) or where there is otherwise any sum due or owing by the Customer to the Company.

(k) No cash or other discount will be allowed unless specified in writing on the quotation or invoice given to the Customer.

(l) The Company may at any time or times, without notice to the Customer, set off any amount due by the Customer to the Company against any amount due by the Company to the Customer, in either case, whether under this Contract or otherwise and whether any such liability is present or future, liquidated or unliquidated. Any exercise by the Company of its rights under this clause shall be without prejudice to any other rights or remedies available to it under this Contract or otherwise.

4. DELIVERY

(a) Delivery of products is subject to availability and shall take place when the products are delivered by the Company to the vehicles or premises of the Customer or otherwise to the Customer’s order (“the Point of Delivery”) and the Customer will provide at its expense at the point of delivery adequate and appropriate equipment and manual labor for loading and unloading the products.

(b) Delivery times and dates quoted by the Company shall be treated as estimates only and failure to comply with the delivery times and dates shall not constitute a breach of the Contract giving rise to damages for late delivery or entitling the Customer to terminate or rescind the Contract.

(c) If for any reason the Customer will not accept delivery of any of the products when they are ready for delivery, or the Company is unable to deliver the products on time because the Customer has not provided appropriate instructions, documents, licenses or authorizations:

(i) risk in the products will pass to the Customer.

(ii) the products will be deemed to have been delivered; and

(iii) the Company may store the products until delivery whereupon the Customer will be liable for all related costs and expenses (including without limitation storage and insurance).

5. INSPECTION AND ACCEPTANCE

(a) It shall be the responsibility of the Customer to inspect and check all products immediately on delivery for weight and condition and in order to ensure that such products are those ordered by the Customer. The Customer’s said responsibility shall not be in any way diminished or extinguished in the case of products which are delivered to a third party on the instructions of the Customer.

(b) The Customer shall be deemed to have accepted all products supplied to it (or, at its direction, to any third party) unless notice of rejection is served on the Company in accordance with condition 7 (a) below.

6. PASSING OF PROPERTY AND RISK

(a) The risk in products shall pass to the Customer on physical delivery at the Point of Delivery and the Customer shall insure the products comprehensively in respect of all loss and any damage from that point onwards.

(b) Until full payment (in cash or cleared funds) has been received for the products, together with all other monies owing by the Customer to the Company, the products will remain the sole and absolute property of the Company as legal and equitable owner and the Customer acknowledges that it is in possession of the products solely as fiduciary agent and bailee for the Company and undertakes to keep the products (at no cost to the Company)

properly stored, protected, insured and clearly identified as the Company’s property and kept separate from the products of the Customer or any other person.

(c) Until the Customer becomes the owner of the products, the Customer shall ensure that any of the products which are of a perishable nature are kept properly stored so as to preserve their quality and freshness and to prevent their denaturization.

(d) The Customer may, prior to property passing to the Customer, use or resell any of the products at market value as principal in the ordinary course of its business provided always that when meeting any orders from its customers the Customer shall utilize products from any stock which it may have accumulated of the type of products ordered in the chronological order of their supply from the Company (i.e. Last-in, Last-out).

(e) Until the Customer becomes the owner of the products, any right the Customer may have to possess the products shall cease forthwith upon the Customer doing or omitting to do any act, the result of which is to entitle an administrator or receiver to take possession of any assets of, or, as appropriate, a receiving order or administration order to be made against, the Customer or which would entitle any person to petition for the winding-up, or, as appropriate, the bankruptcy of the Customer, and the products shall thereupon be returned forthwith to the Company.

(f) Until the Customer becomes the owner of the products (and provided the products are still in existence and have not been resold), the Company (or its authorized representative) may, for the purpose of recovering the products, enter upon any premises where the products are or where they are reasonably thought to be and may repossess the products.

(g) The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any products which remain the property of the Company, but if the Customer does so all monies owing by the Customer to the Company shall (without prejudice to any other right or remedy of the Company) forthwith become due and payable.

(h) The Customer acknowledges that before entering into the Contract it has expressly represented and warranted to the Company that it is not insolvent and knows of no circumstances which would entitle any debenture holder or creditor to appoint a receiver or administrator, to petition for the winding-up, or, as appropriate, the bankruptcy of the Customer or exercise any other rights over or against the Customer’s assets.

(i) If the Company has suffered any loss as a result of any breach of this clause 6 the Customer shall indemnify and keep indemnified the Company from and against all losses that the Company may incur and or suffer as a result of such breach.

7. LIMITATION OF LIABILITY (a) The Company shall (at its sole discretion) as soon as reasonably practicable either replace free of charge any products that prove defective or are not in good condition when delivered or credit the Customer accordingly provided that: – (i) the Customer notifies the Company in writing of the defect within 2 working days of delivery stating precisely its reason(s) for rejection and receives authorisation from a senior Head Office Manager of the Company for the return of the products; and (ii) the alleged defect in this case of foodstuffs is that they are not fit for human consumption or in this case of other products; and (iii) the alleged defect in the reasonable opinion of the Company arises under proper use and is due to faulty manufacture or bad workmanship; and (iv) the products are returned in substantially the same condition (allowing for any deterioration due to the alleged defect) as when originally delivered, carriage paid (unless agreed otherwise by the Company), to the Company.

(b) The Customer must notify the Company in writing of any issues regarding the accuracy of the invoice within 7 days of the date of the invoice. In the event that the Company fails to notify the Customer of any such issue within the timeframe specified, the invoice shall be deemed to have been accepted by the Customer.

(c) The quantity of any consignment of products as recorded by the Company upon despatch from the Company’s place of business shall be conclusive evidence of the quantity received by the Customer on delivery unless the Customer can provide conclusive evidence proving the contrary. In case of short delivery of the products the Company shall make good the shortfall as soon as reasonably practicable or credit the Customer accordingly provided that the Customer in writing shall notify the Company of any such shortfall on the day of delivery.

(d) The Customer shall at all times comply with the obligations under any applicable laws or codes relating to the storage manufacture and distribution of foodstuffs and the Health and Safety at Work Act 1974 and shall indemnify the Company from all liability of whatsoever nature or kind to third parties or others arising from or in connection with the operation or use of the products or any paper or other work done by the Company under the Contract.

(e) Subject to the foregoing, the following provisions set out the entire financial liability of the Company to the Customer in relation to (i) any breach of this contract; and (ii) any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract. Subject as expressly provided in these terms, and except where the products are sold to a person acting as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions and other obligations imposed or implied by statute or otherwise (except for the conditions implied by section 12 of the Sale of Goods Act 1979) and all other liability for any loss or damage arising out of or in connection with the Contract (including loss of profit, loss of business, depletion of goodwill and all other indirect or consequential loss) is hereby expressly excluded provided always that nothing in these conditions excludes or limits the liability of the Company for death or personal injury insofar as the same results from the Company’s negligence or fraudulent misrepresentation.

(f) Subject to condition 7(e), the Company’s total aggregate liability to the Customer in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the total amount paid by the Customer under the Contract.

(g) Consumer Rights

These conditions do not and will not affect the statutory rights of a customer who is a ‘Consumer’ where the products are sold under a ‘consumer transaction’ (in each case within the applicable meaning of the law).

8. FORCE MAJEURE

Neither party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure result from a Force Majeure Event. If the period of delay or non-performance continues for 4 weeks, the party not affected may terminate this contract by giving 5 days written notice to the affected party.

The term ‘Force Majeure Event’ in this clause shall mean an event or circumstance beyond a party’s reasonable control.

9. INSOLVENCY

(a) This clause applies if:- (i) the Customer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being and individual or firm has a petition for bankruptcy presented against it or becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purpose of amalgamation or reconstruction); or

(ii) an encumbrancer takes possession, or an administrator or receiver is appointed, of any of the property or assets of the Customer; or

(iii) the Customer ceases, or threatens to cease, to carry on business; or

(iv) the Company reasonably apprehends that any of the events mentioned above is about to occur in relation to the Customer and notifies the Customer accordingly.

(b) If this clause applies then without prejudice to any other right or remedy available to the Company, the Company shall be entitled to cancel the Contract or suspend the delivery of products under the Contract without any liability to the Customer and if products have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

10. SUPPLIERS

Where the Customer is also a supplier to the Company, the Company reserves the right to offset any amount overdue for payment from the Customer to the Company against amounts owed to the Customer by the Company. Where the Customer is also a supplier to the Company, the Company shall not make payment to any third party (e.g. factoring company) unless the Customer has obtained prior permission from the Company to assign to such third party amounts due from the Company.

11. EXERCISE OF RIGHTS

No failure or delay by the Company in exercising any of its rights or powers shall operate as a waiver thereof nor shall any partial exercise of any right or power preclude any further exercise thereof.

12. ASSIGNMENT

The Customer may not assign its rights under the Contract in whole or in part without the Company’s prior written consent.

13. THIRD PARTIES

No term of the Contract shall be enforceable by a third party (being any person other than the parties and their permitted successors and assignees).

14. LAW AND JURISDICTION

The Contract shall be governed and interpreted in accordance with English Law and the parties hereby submit themselves to the non-exclusive jurisdiction of the Courts of England for the resolution of any disputes arising under the Contract.

15. SEVERABILITY

If any part, term or provision contained herein shall be held illegal or unenforceable, the validity or enforceability of the remainder of the Contract shall not be affected.

16. CUSTOMER SALE

If the Customer sells their business, regardless of sale agreement with purchaser, the Customer must settle all money owed to the Customer before completion of sale.

17. INVOICE, CREDIT NOTE AND STATEMENT DELIVERY

The Company will, unless agreed otherwise by the Company, send all invoices, credit notes and statements to the Customer electronically via email with pdf attachment.

18. ADDITIONAL TERMS AND CONDITIONS FOR PARTNERSHIPS AND SOLE TRADER DEBTORS

(a) The Company may transfer information about the Customer to our bankers/financiers, in order for them to provide their services to us and other customers of theirs and to help them to (a) obtain credit insurance (b) undertake credit control (c) undertake assessment and analysis (including credit scoring, market, product and statistical analysis) (d) securitise debts and (e) protect their interests.

(b) The Company or its bankers/financiers may make credit reference agency searches in respect of your business and its principals. Please note that credit reference agencies make a record of searches which may be used to prevent fraud or money laundering or by other subscribers to make credit decisions about the Customer.

(c) The Company’s bankers/financiers may give information about the Customer and your indebtedness to the following for the purposes stated: (i) any other divisions or associated companies of theirs – for the business purposes of such divisions or companies;

(ii) The Company or their insurers – to quote for and issue any credit policy or to deal with any claims;

(iii) any advisers acting on the Company’s or their behalf – so the advisers can carry out their services;

(iv) any business to which the Customer’s indebtedness or our financing arrangements with them may be transferred – to facilitate such transfer;

(v) to any person to whom they have a duty of disclosure or to whom the law permits disclosure.

(d) The Company’s bankers/financiers may make decisions about you solely using an automated decision making process, such as credit scoring; however, they will tell us (and in turn we will tell the Customer) if they make a significant decision using such a process only. Through the Company you can then request a review of their decision using other means.

(e) The Company’s bankers/financiers may monitor and/or record your phone calls to them for training and/or security purposes.

(f) The Company will provide the Customer with details of its bankers on request, including a contact telephone number from which the Customer can obtain details of the credit reference agencies used by them and any third parties to whom information is transferred.

19. NOTICES

Any notice to be given under the Contract may be delivered personally or sent by prepaid post, courier or transmitted by facsimile copy or email to the other party at such address as may be notified in accordance with this condition from time to time. Any notice so sent will be deemed to have been given if sent by personal delivery or courier upon delivery at the address of the relevant party, if sent by prepaid post the day after the date of posting and if sent by facsimile or email upon confirmation of transmission.

The Company reserves the right to change its terms at any time without prior notification to the Customer.