General Terms and Conditions of Sales – Cheerful Links Ltd.

General Terms and Conditions of Sales – Cheerful Links Ltd

1. General

a) In these Terms and Conditions “the Seller” means Cheerful Links Ltd; “the Buyer” means the party ordering Goods; “Goods” means the items ordered (including any installment of Goods or any part of them) which the Seller are to supply in accordance with these Terms and Conditions of the Contract for the purchase and sale of Goods; b) These Terms and Conditions shall apply to all contract agreements or the offer made by the Sellers, all orders from the Buyer are accepted subject thereto; c) These Terms and Conditions cannot be altered, waived or modified except as expressly agreed in writing, signed by a Director or duly authorized officer of the Seller; d) Any of the Terms and Provisions of the Buyer’s order or any Terms and Conditions of the purchase used by the Buyer received at any time in which are inconsistent with these Terms and Conditions shall not apply and shall not be binding on the Seller; e) Any reference in these Terms and Conditions to any provision of a statute shall be construed as a reference to the provision as amended, re-enacted or extended at the relevant time. f) The headings in these Terms and Conditions are for convenience only and shall not affect their interpretation.

2. Delivery

a) All Goods must be inspected by the Buyer on receipt and any shortage or damages must be reported to the Seller within 24 hours, otherwise the Goods will be deemed to have been accepted by the Buyer; b) Delivery times or dates quoted by the Seller (if any) are estimates only and whilst the Seller will use its reasonable endeavors’ to meet such times or dares the Seller will not be liable for any delay in delivery howsoever cause (even if caused or contributed to by the negligence of the Seller, its employees or agents) and the Seller will not be liable for any loss of use, loss of profits, or any other consequential loss or damage whatsoever arising from such delay.

3. Claims for Damage or Shortage In the event of it being proved to the Seller’s satisfaction the Goods supplied by the Seller were short when delivered or damaged or that the Goods were not in accordance with the Contract then it will compensate the Buyer to the extent of the value of the Goods but subject to the following conditions:

a) The damage or shortage or claim that the Goods are not in accordance with the contract shall have been notified to the Seller within 24 hours of delivery. b) The Seller shall have been given opportunity to examine the Goods. c) The Buyer shall have made Goods available for collection by the Seller. d) All final decisions are made at the discretion of the Seller.

4. Passing of Property, Retention of Title Until the price shall have been paid in full to the Seller:

a) The Goods shall remain the property of the Seller; b) The Buyer shall be responsible for storing the unpaid Goods in good condition; c) If the Buyer shall sell the Goods to any third party the proceeds of resale (or claim thereto) shall belong to the Seller; and d) Failure by the Buyer to pay the price when due shall give the Seller the right without prejudices to other remedies such as: i. To process the Goods with or without prior notices and to enter upon any premises in which the Goods may be for the purpose of repossession; and ii. To give written notice to the Buyer that the Buyer shall not resell or part with possession of the Goods until the price shall have been paid in full.

5. Payment

a) The Buyer is to pay cash to the Seller or in cleared funds on delivery of the Goods, unless the Buyer has an approved credit account with the Seller; b) If the Buyer has a credit account with the Seller (application approval subject to credit reference) , payment is due no later than the specified date shown on the Seller’s invoice or 28 days after the invoices date unless otherwise agreed in writing by the Seller; c) If the Buyer fails to pay the Seller on the due date, the Seller may: i. Suspend or cancel any future deliveries or orders; ii. Cancel (if any) discounts given; iii. Charge the Buyer interest at the rate set under the s.6 of the Late Payment of Commercial Debts (Interest) Act 1998; ①. Calculated (on a daily basis) from the date of the invoice until payment; ②. Before and after any judgment (unless court orders otherwise); iv. Claim fixed sum compensation from the Buyer under s.5a of that Act to cover credit control overhead costs incurred by the Seller as result; v. Recover (under clause 5.e) the cost of taking legal action to make the Buyer pay; d) If the Buyer has an approved credit account, the Seller may withdraw this or reduce the payment by date without prior notice at anytime; e) The Buyer is to indemnify the Seller in full and hold the Seller harmless from all expenses and liabilities which the Seller may incur (directly or indirectly including financing costs; including legal costs on a full indemnity basis and the cost of instructing a debt recovery agency to recover a debt due to the Seller if any) following any breach by the Buyers obligations under these Terms and Conditions; f) Where the Buyer make payment to the Seller by cheque: i. Where the cheque is presented to the Sellers bank and returned to the Seller marked as “refer to drawer” the Seller shall charge the Buyer a £50 fee which shall be payable immediately by the Buyer unless otherwise agreed by the Seller; ①. The payment for this cheque must be made by the Buyer to the Seller in full cash unless otherwise agreed by the Seller. ii. Where the cheque is presented to the Sellers bank and returned to the Seller marked as “refer to drawer; please represent” the Seller shall charge the Buyer a £50 fee which shall be payable immediately by the Buyer unless otherwise agreed by the Seller. iii. The cheque must not be posted dated and will not be accepted.

6. Prices

a) All prices are exclusive of VAT (if applicable) and will be charged by the Seller to the Buyer at the rate applying at the time of the issue of the invoice; b) Prices are subject to an increase without notice, which may occur as a result of factors falling outside the control of the Seller; c) The Buyer shall pay the Seller invoices without any deductions or set off unless otherwise agreed by the Seller.

7. The Return of Goods

a) When signing invoices, the Buyer acknowledges that the Goods listed on the invoice are correct and the Goods brought from the Seller are in satisfactory condition; b) If the Buyer makes an incorrect purchase, any returns for such Goods [exception of FRESH meats, Seafood and Frozen Goods – refer to 8.0 Circumstances of Goods] must be made within 7 days of delivery otherwise the Seller reserves the right not to accept the return; c) The Seller will only accept Goods returned by the Buyer that were purchased from the Seller; d) All Goods returned must be brought back in its original condition i.e. unopened and in its original packaging and box from the Buyer to the Seller and accompanied with the original invoice; e) At any time, if goods are sold without fault, the Seller reserves the right to charge a handling fee of 10% of the purchase price. f) All decisions for the return of Goods made by the Seller are final and any returns are made at the discretion and goodwill of the Seller.

8. Circumstances of Goods

a) Fresh Meat and Seafood i. All Goods categorised as FRESH Meat and Seafood must be checked for by the Buyer before taking away from the Sellers premises. Once checked, the Buyer agrees that the FRESH Meat and/or Seafood are in the satisfactory condition; the Seller shall not accept returns, exchanges or be responsible for such Goods once checked by the Buyer; ii. It is the Buyers responsibility to keep Goods in their original appropriate condition once the Buyer has taken these from Sellers premises; iii. If the Buyer finds that the FRESH Meat and/or Seafood is not acceptable while still on the Sellers premises the Buyer may return it to the Sellers warehouse manager who will deal with the matter accordingly; iv. Buyers should be aware that there are no perfectly FRESH Meats, Seafood or Goods. b) Frozen Goods; Dim Sum and Dumplings i. All Goods categorised as Frozen Goods; Dim Sum and Dumplings must be checked by the Buyer before taking away from the Sellers premises. Once checked, the Buyer agrees that the Frozen Goods; Dim Sum and Dumplings are in satisfactory condition; the Seller shall not accept returns, exchanges or be responsible for such Goods once checked by the Buyer as the Seller cannot guarantee issues such as temperature, timing and maintaining the condition of the Goods which are beyond the Sellers control. c) Product Use by Dates and Returns i. If Goods sold by the Seller is passed the use by / best before date, the Seller will accept returns or exchanges for such Goods, however in the event that a Buyer brings back Goods passed its use by / best before date, but when sold by the Seller the Goods is still within its use by / best before date, the Seller shall not be responsible and shall not accept returns or exchange.

9. Governing Law The construction, validity and performance of the Contract is governed by English law and the parties accept the jurisdiction of the English Courts.