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H L HALL (INTERNATIONAL) LTD TERMS AND CONDITIONS OF SALE

These Terms and Conditions of Sale apply to the supply of Goods by Halls to the
exclusion of any other terms that the Buyer seeks to impose or incorporate, or
which are implied by law, trade custom, practice or course of dealing including any
terms or conditions which the Buyer purports to apply under any purchase order,
confirmation of order or similar document, whether or not such document is
referred to in the Agreement.

1 INTERPRETATION
In these standard terms and conditions:
1.1 The following words and expressions shall have the following meanings:

Agreement the agreement between Halls and the Buyer as formed in accordance with clause 2 for the sale and purchase of the Goods in accordance with these Conditions.

Business Day a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Buyer the person or firm who purchases the Goods from Halls.

Halls HL Hall (International) Limited, a company registered in England and Wales with company number 01858950, whose registered office address is at

Unit 2 Longbrooks, Knowle Road Brenchley,
Tonbridge, Kent, TN12 7DJ.

Conditions the terms and conditions set out in this document as amended from time to time in accordance with clause 17.

Delivery Location has the meaning given in clause 6.2.

Force Majeure Event has the meaning given to it in clause 12.1.

Goods the fruit which Halls sells and supplies to the Buyer under an Agreement.

Intellectual Property Rights all intellectual and industrial property rights including patents, know-how, registered
trademarks, registered designs, utility models, applications for and rights to apply for any of the foregoing, unregistered design rights, unregistered trademarks, rights to prevent passing off for unfair competition, copyright,
database rights, topography rights and any other rights in any invention, discovery or process, in each case in the United Kingdom and all other countries in the world and together with all renewals and extensions.

Specification any specification of the Goods which may be provided by Halls to the Buyer (as may be revised by Halls from time to time).

1.2 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.3 A reference to a party includes its personal representatives, successors and permitted assigns.
1.4 A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.
1.5 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
1.6 A reference to writing or written includes email.

2 BASIS OF AGREEMENT

2.1 Each order for the Goods constitutes an offer by the Buyer to purchase the Goods in accordance with these Conditions. The Buyer is responsible for ensuring that the terms of the order and any applicable Specification are complete and accurate.
2.2 Each order shall only be deemed to be accepted when Halls issues a written acceptance of the order (usually by way of Halls’ standard sales order confirmation document), or upon receipt by the Buyer of Halls’ invoice for the Goods, or delivery of the Goods (whichever is earlier) at which point the “Agreement” shall come into existence.
2.3 The Buyer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Buyer that is inconsistent with these Conditions.
2.4 Any samples, drawings, descriptive matter or advertising produced by Halls and any descriptions or illustrations contained in Halls' catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Agreement nor have any contractual force.
2.5 A quotation for the Goods given by Halls shall not constitute an offer. A quotation shall only be valid for a period of 24 hours from its date of issue.

3 GOODS

3.1 The description of the Goods will be as set out in Halls’ Specification.
3.2 Halls reserves the right to amend any Specification if required by any applicable health, safety or other statutory or regulatory requirements.
3.3 The Buyer shall:
3.3.1 ensure that all relevant information and instructions relating to the Goods supplied by Halls are, where appropriate, passed on to and, in a proper and reasonable manner, drawn to the attention of any/all end users of the Goods; and
3.3.2 comply with all recommendations and/or instructions from time to time issued by Halls, relating to the handling, transport and/or storage of the Goods.

4 PRICES

4.1 Unless otherwise agreed in writing, the price of the Goods shall be the price set out in the applicable sales order confirmation document sent to the Buyer by Halls.
4.2 The price of the Goods:
4.2.1 unless otherwise agreed in writing, are exclusive of carriage, delivery, packaging and insurance
costs, which shall be invoiced to the Buyer; and

4.2.2 are exclusive of value added tax (and/or any other similar or equivalent taxes, duties, fees and levies
imposed from time to time by any government or other authority including any export duties) which the Buyer shall additionally be liable to pay to Halls at the prevailing rate, subject to the receipt of a valid tax invoice.
4.3 Halls may, by giving notice to the Buyer, at any time up to 3 Business Days before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
4.3.1 any factor beyond Halls’ control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
4.3.2 any request by the Buyer which Halls accepts in writing to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or

4.3.3 any delay caused by any instructions of the Buyer or failure of the Buyer to give Halls adequate or accurate information or instructions.

5 PAYMENT

5.1 Halls may invoice the Buyer for the Goods on or at any time after the completion of delivery.
5.2 The Buyer shall pay each invoice submitted by Halls:
5.2.1 within 30 days of the date of the delivery or in accordance with any credit terms agreed by Halls and confirmed in writing to the Buyer; and
5.2.2 in full and in cleared funds to a bank account nominated in writing by Halls, and time for payment shall be of the essence of the Agreement.
5.3 Save as otherwise expressly provided in the Agreement or required by law, all payments to be made by the Buyer to Halls under the Agreement shall be made in full and without any set-off or any deduction or withholding including on account of any counter-claim.
5.4 If the Buyer fails to make a payment due to Halls under the Agreement by the due date, then, without limiting Halls' remedies under the Agreement:
5.4.1 Halls shall be entitled to withhold further deliveries of Goods until payment of all overdue sums has been made and to cancel any or all orders accepted under clause 2.1 which have not yet been delivered or performed; and
5.4.2 the Buyer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 5.4 will accrue each day at 2% a year above the Bank of England's base rate from time to time, but at 2% a year for any period when that base rate is below 0%.

6 DELIVERY

6.1 Delivery of the Goods will be made per Incoterms as arranged with buyer of goods.
6.2 Halls shall deliver the Goods to the location set out in the Buyer’s order or such other location as the parties may agree in writing (the “Delivery Location”) at any time after Halls notifies the Buyer that the Goods are ready.
6.3 Delivery is completed on the completion of unloading of the Goods at the Delivery Location.
6.4 Delays in the delivery of the Goods shall not entitle the Buyer to:
6.4.1 refuse to take delivery of the Goods; or
6.4.2 claim damages; or
6.4.3 terminate the Agreement, subject always to clause 12 (Force Majeure).
6.5 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. Halls shall not be liable for any failure or delay in delivering the Goods to the extent that any failure or delay in delivery of the Goods is caused by:
6.5.1 a Force Majeure Event; or
6.5.2 the Buyer's failure to comply with its obligations under the Agreement, including without limitation the obligation to provide Halls with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

6.6 If the Buyer fails to take delivery of the Goods within three Business Days of Halls notifying the Buyer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or Halls' failure to comply with its obligations under the Agreement in respect of the Goods:
6.6.1 delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business
Day after the day on which Halls notified the Buyer that the Goods were ready; and
6.6.2 Halls shall store the Goods until delivery takes place, and charge the Buyer for all related costs and expenses (including insurance).
6.7 If three Business Days after the day on which Halls notified the Buyer that the Goods were ready for delivery the Buyer has not taken actual delivery of them, Halls may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Buyer for any excess over the price of the Goods or charge the Buyer for any shortfall below the price of the Goods.
6.8 Halls shall ensure that:
6.8.1 each delivery of Goods shall be accompanied by a delivery note from Halls showing the order number, the date of the order, the type and quantity of Goods included in the order; and
6.8.2 if Halls requires the Buyer to return any packaging materials to Halls, that fact is clearly stated on the delivery note. The Buyer shall make any such packaging materials available for collection at such times as the Halls shall reasonably request. Returns of packaging materials shall be at Halls’ expense.

7 QUALITY, ACCEPTANCE AND DEFECTIVE GOODS

7.1 Halls warrants that the Goods will on delivery meet the applicable Specification in all material respects and will be fit for human consumption.
7.2 Subject to clause 7.4, the Buyer may reject any Goods delivered to it and make a claim that the Goods do not comply with clause 7.1 if:
7.2.1 notice of rejection and the claim is given to Halls in writing within 24 hours of delivery of the Goods, accompanied by a copy of the signed delivery note, and such notice is received and acknowledged by Halls; and
7.2.2 none of the events listed in clause 7.4 apply.
7.3 If the Buyer fails to give notice of rejection in accordance with clause
7.2, it shall be deemed to have accepted the Goods.
7.4 Halls shall not be liable for the Goods' failure to comply with the warranty set out in clause 7.1 if:
7.4.1 the Buyer makes any further use of such Goods after giving notice in accordance with clause 7.2;
7.4.2 the defect arises because the Buyer failed to follow Halls' oral or written instructions as to the storage,
use and handling of the Goods or (if there are none) good trade practice regarding the same; 7.4.3 the defect arises as a result of a failure by the Buyer or any third party to take reasonable care of the Goods, wilful damage, negligence, or abnormal storage or working conditions; or 7.4.4 the Goods differ from their Specification as a result
of changes made to ensure they comply with applicable statutory or regulatory requirements.
7.5 If the Buyer rejects the Goods under clause 7.2, then Halls may (in its sole discretion) replace the defective Goods. If it chooses not to replace the defective Goods then no payment by the Buyer will be required in respect of them and any invoice sent by Halls to the Buyer for such Goods shall be cancelled. The Buyer acknowledges that this is the exclusive remedy of the Buyer for breach of clause 7.1, and once Hall has complied with its obligations to replace the Goods or cancel the invoice as applicable, Halls shall have no further liability to the Buyer for the rejected Goods' failure to comply with clause 7.1.

7.6 The terms of these Conditions shall apply to any replacement Goods supplied by the Halls.

8 TITLE AND RISK

8.1 The risk in the Goods shall pass to the Buyer upon delivery.
8.2 Title to the Goods shall not pass to the Buyer until the earlier of:
8.2.1 Halls receives payment in full (in cash or cleared funds) for the Goods and all other sums that are or that become due to Halls from the Buyer for sales of Goods or on any account, in which case title to these Goods shall pass at the time of payment of all such sums; and 8.2.2 the Buyer resells the Goods, in which case title to the Goods shall pass to the Buyer at the time specified in clause 8.4.
8.3 Until title to the Goods has passed to the Buyer, the Buyer shall: 8.3.1 hold the Goods on a fiduciary basis as Halls’ bailee; 8.3.2 store the Goods separately from all other goods held by the Buyer so that they remain readily
identifiable as Halls' property; 8.3.3 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods; 8.3.4 store the Goods at such temperatures and in such conditions as is good industry practice according to the type and nature of those Goods, and keep the Goods insured against all risks for their full price from the date of delivery; 8.3.5 notify Halls immediately if it becomes subject to any of the events listed in clause 11.1.2 to clause 11.1.4; and 8.3.6 give Halls such information as Halls may reasonably require from time to time relating to: 8.3.6.1 the Goods; and 8.3.6.2 the ongoing financial position of the Buyer.
8.4 Subject to clause 8.5, the Buyer may resell or use the Goods in the ordinary course of its business (but not otherwise) before Halls receives payment for the Goods. However, if the Buyer resells the Goods before that time:
8.4.1 it does so as principal and not as Halls’ agent; 8.4.2 title to the Goods shall pass from Halls to the Buyer
immediately before the time at which resale by the Buyer occurs; 8.4.3 any sale shall be effected at full market value; and 8.4.4 the Buyer shall hold such part of the proceeds of sale as represents the amount owed by the Buyer
to Halls in trust for Halls and shall immediately account to Halls accordingly.
8.5 At any time before title to the Goods passes to the Buyer, Halls may: 8.5.1 by notice in writing, terminate the Buyer's right under clause 8.4 to resell the Goods or use them in the ordinary course of its business; and 8.5.2 require the Buyer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product and if the Buyer fails to do so promptly, enter any premises of the Buyer or of any third party where the Goods are stored in order to recover them.

9 PRODUCT RECALL

9.1 The Buyer shall comply with any reasonable instructions or requests in relation to the recall of the Goods by Halls for regulatory, safety and/or commercial reasons. Halls shall reimburse to the Buyer the price of the Goods already paid by the Buyer and any reasonable costs of the Buyer directly arising from the recall, to the extent that the reason for the recall of the Goods does not arise from the Buyer’s negligence or default (or that of its agents, customers, employees or third parties for whom Halls is not responsible).

10 LIMITATION OF LIABILITY

10.1 References to “liability” in this clause 10 include every kind of liability arising under or in connection with this agreement including liability in contract, tort (including negligence), misrepresentation, restitution or
otherwise.
10.2 Nothing in this clause 10 shall limit the Buyers' payment obligations under a Agreement.
10.3 Nothing in the Agreement limits any liability which cannot legally be limited, including liability for:
10.3.1 death or personal injury caused by negligence; 10.3.2 fraud or fraudulent misrepresentation; or 10.3.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession.

10.4 Subject to clause 10.3, Halls will be under no liability whatsoever to the Buyer for: 10.4.1 loss of profits;
10.4.2 loss of sales or business; 10.4.3 loss of agreements or contracts; 10.4.4 loss of anticipated savings; 10.4.5 loss of use or corruption of software, data or information; 10.4.6 loss of or damage to goodwill; and 10.4.7 indirect or consequential loss.
10.5 Subject to clause 10.3, Halls' total liability to the Buyer shall not exceed the price paid by the Buyer for the Goods under the Agreement to which the liability relates.

10.6 The Buyer acknowledges that Halls has given commitments as to compliance of the Goods with relevant specifications in clause 7.1. In view of these commitments, the terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Agreement.

11 TERMINATION

11.1 Without limiting its other rights or remedies, Halls may terminate the Agreement with immediate effect by giving written notice to the Buyer if: 11.1.1 the Buyer commits a material breach of any term of the Agreement and (if such a breach is remediable) fails to remedy that breach within 3 days of the Buyer being notified in writing to do so; 11.1.2 the Buyer 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), obtaining a moratorium, 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;
11.1.3 the Buyer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial
part of its business; or 11.1.4 the Buyer's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Agreement is in jeopardy.
11.2 Without limiting its other rights or remedies, Halls may suspend provision of the Goods under the Agreement or any other contract between the Buyer and Halls if the Buyer becomes subject to any of the events listed in clause 11.1.2 to clause 11.1.4, or Halls reasonably believes that the Buyer is about to become subject to any of them, or
if the Buyer fails to pay any amount due under this Agreement on the due date for payment.
11.3 Without limiting its other rights or remedies, Halls may terminate the Agreement with immediate effect by giving written notice to the Buyer if the Buyer fails to make any payment due to Halls under the Agreement on the due date for payment.
11.4 On termination of the Agreement for any reason the Buyer shall immediately pay to Halls all of Halls' outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, Halls shall submit an invoice, which shall be payable by the Buyer immediately on receipt.
11.5 Termination or expiry of the Agreement, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination or expiry, including the right to claim damages in respect
of any breach of the Agreement which existed at or before the date of termination or expiry.

11.6 Any provision of the Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Agreement shall remain in full force and effect.

12 FORCE MAJEURE

12.1 Halls shall not be in breach of the Agreement nor liable for delay in performing, or failure to perform, any of its obligations under the Agreement if such delay or failure result from any event or circumstance beyond its reasonable control including without limitation: 12.1.1 acts of God, flood, drought, earthquake or other natural disaster; 12.1.2 epidemic or pandemic; 12.1.3 terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;
12.1.4 nuclear, chemical or biological contamination, or sonic boom; 12.1.5 any law or any action taken by a government or public authority, including imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent; 12.1.6 collapse of buildings, fire, explosion or accident; 12.1.7 any labour or trade dispute, strikes, industrial action or lockouts; 12.1.8 non-performance by suppliers or subcontractors; and
12.1.9 interruption or failure of utility service. (a “Force Majeure Event”).

12.2 If a Force Majeure Event occurs: 12.2.1 Halls shall as soon as reasonably practicable after becoming aware of the Force Majeure Event give written notice to the Buyer that the Force Majeure Event has occurred; and 12.2.2 Halls shall use reasonable endeavours, without being required to incur additional expenditure, to mitigate the effects of the Force Majeure Event.

12.3 Subject to clause 12.4, the Buyer shall not be in breach of the Agreement or otherwise liable to Halls for any failure to perform or delay in performing its obligations under the Agreement to the extent that this is due to a Force Majeure Event affecting Halls.
12.4 The Buyer shall continue to pay the price for any Goods which Halls continues to supply notwithstanding the occurrence of the Force Majeure Event.

12.5 If a Force Majeure Event which affects performance of all or substantially all of Halls’ obligations under the Agreement and which gives rise to relief from liability under clause 12.1 continues for a period of more than three months, either party shall be entitled to terminate the Agreement by giving not less than 7 days written notice
to the other party.

13 ASSIGNMENT AND OTHER DEALINGS

13.1 Halls may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Agreement.
13.2 The Buyer may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Agreement without the prior
written consent of Halls.

14 INTELLECTUAL PROPERTY

14.1 No right or licence is granted to the Buyer in respect of the Intellectual Property Rights of Halls.
14.2 The Buyer will not, without Halls’ prior written consent, allow any trade marks of Halls or other words or marks applied to the Goods or any related packaging to be obliterated, obscured or omitted nor add any additional marks or words.

15 CONFIDENTIALITY

15.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 15.2.
15.2 Each party may disclose the other party's confidential information: 15.2.1 to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of
exercising the party's rights or carrying out its obligations under the Agreement. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's
confidential information comply with this clause 15; and 15.2.2 as may be required by law, a court of competent
jurisdiction or any governmental or regulatory authority.
15.3 Neither party shall use the other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Agreement.

16 ENTIRE AGREEMENT

16.1 The Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

16.2 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement
in the Agreement.

17 VARIATION

No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

18 WAIVER

No failure or delay by a party to exercise any right or remedy provided under the Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the 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.

19 SEVERANCE

If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Agreement. If any provision of the Agreement is deemed deleted under this clause 19 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

20 NOTICES

20.1 Any notice given to a party under or in connection with the Agreement shall be in writing and shall be:
20.1.1 delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or 20.1.2 sent by email to the following addresses (or an address substituted in writing by the party to be served): Halls: accounts@hlhall.co.uk Buyer: the email address used by it when placing the order
20.2 Any notice or other communication shall be deemed to have been received: 20.2.1 if delivered by hand, at the time the notice is left at the proper address; 20.2.2 if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or 20.2.3 if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this
clause business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
20.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

21 THIRD PARTY RIGHTS

21.1 Unless it expressly states otherwise, the Agreement does not give rise to any rights under the Agreements (Rights of Third Parties) Act 1999 to enforce any term of the Agreement.

21.2 The rights of the parties to rescind or vary the Agreement are not subject to the consent of any other person.

22 GOVERNING LAW

The Agreement, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England.

23 JURISDICTION

Each party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Agreement or its subject matter or formation.