Standard Terms and Conditions for the Sale of Goods and Provision of Services

All orders for goods accepted by FlavorActiV Limited [the vendor] are accepted subject to the following conditions which shall form part of and govern the contract of sale. Any term sought to be imposed by a purchaser [the customer] either in a document or otherwise that conflicts with or add to these conditions is not accepted. No agent or representative of the vendor has authority to vary these conditions unless in writing by the directors of the vendor.

1. Definitions

In these standard terms and conditions (“conditions”) and all other documents forming part of the Contract the following words will have the following meanings:
Confidential information Information, trade secrets, customer information, disclosed by either party (the customer or the vendors) or their associates or becomes known to either party during the course of business under the contract during the provision of services, in any format or medium.

Contract
The agreement concluded between the vendor and the customer for the provision of services and sale of goods.

Customer
The individual, company, firm or other party that is contracting for the supply of goods and provision of services with the vendor.

Director
The authorised person for the vendor and recognised by the Companies House in the United Kingdom as having authority within the vendor’s organisation.

Effective date
The date of signature of this contract.

Intellectual property rights (IPR)
Know-how, trademarks, designs, confidential information, patents or other similar information that may be deemed intellectual property by either party.

Parties
The customer and the vendor collectively.

Payment
The amount of monies due for payment of the goods or services from the customer to the vendor.

Price
The value of the goods or services presented by the vendor to the customer.

Personal and Private Data
Personal and Private data as defined by the EU, General Data Protection Regulation and the Information Commissioner’s Office.

Samples
Materials, substances, services provided to the customer by the vendor or vice versa as evaluation material.

The Goods
Products sold to the customer by the vendor under this agreement.

The Services
Services administered to the customer by the vendor under this agreement.

The Vendor
FlavorActiV Limited, UK registered company, Sanderum House.



2. Payment and Price

a. The vendor reserves the right to vary the quoted price for the goods in accordance with market conditions at the date of actual sale and the purchaser shall pay such additions to the quoted price. Price lists do not constitute an offer.

b. All invoices are due for payment on the date shown on the invoice. Payment is to be made in GBP unless otherwise agreed in writing by a director.

c. All overdue accounts will be charged, on a daily basis, commercial interest at 5% above the base rate of Barclays Bank plc obtaining at the time.

d. Credit terms may be extended to all recognised companies. We reserve the right to refuse or withdraw credit facilities.

e. All credit orders must be in writing using the official stationary of the purchaser. We reserve the right to surcharge for credit orders.

f. Our payment terms are 30 days from the date of invoice unless any variation is accepted in writing by us.

g. The title to the property of goods shall remain with the vendor and ownership will not pass to the purchaser until confirmation of cleared funds.

h. Payment is accepted in GBP, USD and Euro, no other currencies are accepted. i. The purchaser is to provide contact details for delivery and account details for invoicing before their first order is dispatched

j. First time orders from new purchasers require payment upfront via credit or debit card.



3. Availability of Goods

a. The date named for dispatch or delivery is intended as an estimate only and is not to be of the essence of the contract. If, owing to non-availability of the goods or any cause beyond the vendor’s control, the vendor shall be unable to effect delivery hereunder, the vendor shall be at liberty to determine the contract or part thereof by giving notice in writing to the purchaser.

b. The purchaser shall obtain all necessary import licenses, clearances or other consents for the purchase of the goods, or for their use in the proposed territory of use.



4. Use of the Goods

a. The purchaser will use the Goods as intended – for beverage sensory training or sensory proficiency
b. The purchaser will follow and comply with all usage instructions

c. The purchaser recognises that the Goods supplied are not food items but are fit for use in beverage sensory training due to the use of pharmaceutical quality systems involved in their manufacture

d. The purchaser will hold the vendor free from all encumbrances and liabilities if the purchaser has not followed instructions for use of the Goods correctly

e. The purchaser will dispose of the goods in a suitable way as instructed



5. Property and Risk

For so long as any amounts remain owing from the purchaser to the vendor, in respect of any consignment of goods whether immediately due or not, title to the goods in that consignment shall remain in the vendor and ownership will not pass to the purchaser until the vendor has received payment in full. At any time after the due date for payment from the purchaser to the vendor, and so long as such amounts have not been received by the vendor in full, the vendor, at the purchaser’s expense, shall have the right to enter the purchaser’s premises and remove therefrom all goods which remain the property of the vendor.



6. Design Variations

Whilst the vendor makes every effort to ensure that goods supplied correspond with the specification or description provided, the vendor is not responsible for the minor variations in specification, or other design features, and no such minor variation shall entitle the purchaser to rescind the contract or shall be the subject of any claim against the vendor, by the purchaser.



7. Intellectual Property Rights

a. The purchaser shall not attempt to; reverse engineer, deconstruct or use the goods in such a way other than for its stated and intended purpose as a sensory training aid.

b. The purchaser shall recognise that any analysis of the goods other than the vendor’s own capability and technical expertise will result in invalid information and cannot be used to question the quality or integrity of the goods.

c. The intellectual property of the goods remains the vendor’s and any purchase of the goods does not transfer nor entitle the purchaser to any claim of intellectual property rights that exist.



8. Claims

a. No liability for any claim for damage or non-functionality shall be accepted unless the vendor is notified in writing by the purchaser within seven days of the first evidence of such damage or non-functionality coming to the notice of the purchaser.

b. No liability for any claim will be accepted in the case of goods differing in quantity or description from the particulars given on the delivery note unless the vendor is notified by the purchaser within seven days of delivery and the onus is on the purchaser to prove any shortage.

c. All terms, warranties or conditions relating to quality or fitness for purpose implied by any statement or by common law or made by the vendor or any of its employees or agents (other than any express warranties set out in the current edition of the specification) or hereby excluded.



9. Returned Goods

a. The vendor will not accept goods for credit or rectification unless such return has been authorised by a director, and the goods are received by the vendor in stock condition, with original packaging. The vendor retains the right at its sole discretion whether to accept the return of the goods or whether to rectify the goods or to issue a credit note in respect thereof. The vendor reserves the right to charge a restocking fee on goods returned for credit which are not in stock condition.

b. The purchaser shall unless otherwise stated be responsible for the cost of outward and return carriage and insurance of all goods returned by the purchaser to the vendor for service or credit which goods shall be at the risk of the purchaser until actual receipt of the goods by the vendor. The onus of proof of safe delivery shall rest with the purchaser.

c. All items returned to the vendor by prearrangement and found to contain no fault will be subject to a 15% restocking charge providing the goods are in original stock condition. Any downward variation of this restocking charge shall be at the sole discretion of the vendor.

d. No credit shall be allowed for goods until they have been received complete.



10. Consequential Loss

The extent of the vendor’s liability to the purchaser for any default or breach whatsoever and howsoever arising shall in no case exceed the invoice value of the goods and the vendor shall in no circumstances whatsoever be liable to the purchaser in respect of any loss or damage whether suffered by the purchaser or any second party and whether direct, indirect, consequential, or however else arising.

11. Purchaser’s Representations and Indemnity

a. The purchaser represents and warrants that it shall use all products ordered herein in accordance with the product’s ‘instructions for use’ and that any such use of products will not violate any law or regulation in force in the territory of use. The purchaser agrees to indemnify and hold harmless the vendor, its employees, agents, successors, officers and assigns, from and against any suits, losses, claims, demands, liabilities, costs and expenses, (including legal costs and accounting fees) that the vendor may sustain or incur as a result of any claim against the vendor based upon negligence, breach of contract, liability in tort, misrepresentation or any theory of law brought by the purchaser, its officers, agents, employees or successors or by any third parties, arising out of, directly or indirectly, the use of the vendor’s products, or by reason of the purchaser’s failure to perform its obligations contained herein.

b. The purchaser shall notify the vendor in writing within fifteen [15] days of the purchaser’s receipt of knowledge of any accident, or incident involving the vendor’s products which results in death or personal injury. The purchaser shall fully cooperate with the vendor in the investigation and determination of the cause of such accident and shall make available to the vendor all statements, reports and tests by the purchaser or made available to the purchaser by others. The furnishing of such information to the vendor and any investigation by the vendor of such information or incident report shall not in any way constitute any assumption of any liability for such accident or incident by the vendor.



12. Personal and Private Data

FlavorActiV in order to conduct it’s business is required by law and any contracts we may have with you to collect and process specific information. This is a legal requirement of the United Kingdom to collect this information.

The personal and private data that will be collected is defined below:

a. Personal name
b. Business address or personal address for non-business customers
c. Your telephone number
d. Your email address
e. Sensory performance data (for TVS and Sensory Proficiency Products)

The data will be processed for the following reasons:
1. For accountancy processing purposes
2. To maintain a record of our sales
3. To maintain a contact database in case we need to contact you in an emergency (product recalls)
4. For sensory proficiency activities that are processed on your (or parent company’s) behalf under a service provision contract
5. All data will be processed and stored in the UK, in an electronic format and in hardcopies.

Personal and Private Data will be held for the minimum required period by UK law before being destroyed securely.
Due to this personal and private data being required under law, by engaging with FlavorActiV for Goods and Services will require this information automatically – there is no choice required for consent. If you do not want FlavorActiV to collect or process this Personal and Private Data you will have to disengage from conducting business with FlavorActiV.

Your Rights with Your Personal and Private Data:
1. You can request a copy of the personal data we hold on you
2. You can request an update to the data that we hold on you
3. If we change or move any of the data outside the UK we will inform you
4. You have the right to erase your data – if no longer required to be kept under UK law
5. You have the right to restrict us from processing your data - if not required for UK law or contractual reasons
6. The right for that data to be portable (sent in a machine-readable format)
7. The right for the data to not be subject to automated decision making or profiling

You may at any time request us to carry out your rights as above – we will respond within 10 days of our acceptance (providing data or evidence) or refusal for the request. It is your right to complain to the supervisory authority (The Information Commissioners Office) or to seek a judicial remedy.

We will not charge for complying the above requests. However excessive (greater than 10 requests within 6 months) will incur an administration fee per additional request at £50 GBP).

Manifestly unfounded requests for data will be charged an administration fee of £50 GBP to process.

If you have a request or enquiry about personal data please email it to: dataenquiries@flavoractiv.com you may also call our main number: +44 (0)1844 396 113 Complaints and requests will be responded to within 10 days with either an update or an outcome.



13. Law If any part of these terms and conditions shall be found to be unlawful it shall not affect the validity or enforceability of the remainder of the conditions. This contract is and shall be deemed to have been made in England and shall in all respects be governed by English Law; the parties submit to the exclusive jurisdiction of the English Courts.