RAW PEARLS LIMITED

Terms & Conditions

1. Definitions

Buyer: the person who buys or agrees to buy the goods from the Seller.

Conditions: the terms and conditions of sale as set out in this document and any special terms and conditions agreed in writing by the Seller.

Goods: the articles which the Buyer agrees to buy from the Seller.

Price: the price for the Goods, excluding VAT and any carriage, packaging and insurance costs.

Seller: means Raw Pearls Limited.

2. Conditions

2.1 These Conditions shall form the basis of the contract between the Seller and the Buyer in relation to the sale of Goods, to the exclusion of all other terms and conditions 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 or any other document. Where the Buyer is a limited company then these conditions shall be deemed to be at the request of the director who shall accordingly guarantee the performance of these terms by the Buyer.

2.2 On receipt of these terms and until otherwise notified, all orders for Goods, however made, shall be deemed to be an offer by the Buyer to purchase Goods from the Seller pursuant to these Conditions, and shall be deemed to be conclusive evidence of the Buyer’s acceptance of these Conditions.

2.3 These Conditions may not be varied except by the written agreement of any Director of Raw Pearls Limited.

2.4 These Conditions represent the whole of the agreement between the Seller and the Buyer. They supersede any other conditions previously issued. Nothing said by any sales person on behalf of the Seller should be understood as a variation of the Contract or as an authorised representation about the nature or quality of the Goods. Save for fraud or fraudulent misrepresentation, the Seller shall have no liability for any such representation being untrue or misleading. No variation of or amendment to the Contract shall bind either party unless made in writing and signed by the authorised representatives of both parties.

3. Price

The Price shall be the price quoted on the Seller’s invoice. The Price is exclusive of VAT which shall be due at the rate in force on the date of the Seller’s invoice.

4. Payment and Interest

4.1 Payment of the Price and VAT and any carriage, packaging and insurance costs, shall be due at the end of the month following the month of the Seller’s invoice.

4.2 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 judgment.

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

5. Goods

The quantity and description of the Goods shall be as set out in the Seller’s invoice.

6. Warranties

The Seller warrants that the Goods will at the time of delivery correspond to the description given by the Seller in the invoice.

7. Delivery of the Goods

7.1 Delivery of the Goods shall be made to the Buyer’s address. The Buyer shall make all arrangements necessary to take delivery of the Goods.

7.2 The Seller undertakes to use its reasonable endeavours to despatch the Goods within reasonable time but does not guarantee to do so. Time of delivery shall not be of the essence of the contract.

7.3 The Seller 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 does take place, the Buyer undertakes not to reject the Goods but to accept the Goods delivered as part performance of the contract.

7.4 The Seller shall have no liability to the Buyer for any failure to deliver the Goods or any delay in doing so or for any damage or defect to the Goods delivered that is caused by an event or circumstance beyond the Seller’s reasonable control including, without limitation, strikes, lock-outs and other industrial disputes, breakdown of systems or network access, flood, fire, explosion or accident.

8. Acceptance of the Goods

8.1 The Buyer shall carry out a thorough inspection of the Goods and shall give written notification to the Seller within 5 working days of delivery of the Goods of any defects which a reasonable examination would have revealed. After 5 working days and where the Buyer has not communicated any defects to the Seller, the Buyer shall be deemed to have accepted the Goods.

8.2 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.

9. Title and risk

9.1 Risk shall pass on delivery of the Goods to the Buyer’s address.

9.2 Notwithstanding the earlier passing of risk, title in the Goods shall remain with the Seller 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.

9.3 Until title passes the Buyer shall hold the Goods as bailee for the Seller and shall store or mark them so that they can at all times be identified as the property of the Seller. The Buyer shall maintain all necessary insurances for the Goods and provide evidence thereof to the Seller at any time it is requested. Until title passes the Buyer shall be entitled to resell the Goods in the ordinary course of its business (provided that the price obtained from this onward sale is at least that of the Price and VAT owed to Raw Pearls Limited), but shall account to the Seller for proceeds of sale of the Goods, and shall keep all such proceeds separate from any moneys of the Buyer.

9.4 The Seller may at any time before title passes and without any liability to the Buyer:

9.4.1 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

9.4.2 for that purpose (or determining what if any Goods are held by the Buyer and inspecting them) enter any premises of or occupied by the Buyer.

9.4.3 The Seller may maintain an action for the price of any Goods, notwithstanding that title in them has not passed to the Buyer.

10. Carriage of Goods

Carriage will be chargeable on all sales. Carriage will be charged at the rate set by Royal Mail for their Special Delivery service, or for an equivalent service by an alternative provider.

11. Third Party Rights

Notwithstanding any other provision of the Contract, nothing in the Contract confers or purports to confer any right to enforce any of its terms on any person who is not a party to it.

12. Governing Law

The Contract shall be governed by and interpreted in accordance with the laws of England and Wales and the courts of England and Wales shall have jurisdiction to resolve any disputes between the Seller and the Buyer.