TRADE TERMS & CONDITIONS

STANDARD TERMS AND CONDITIONS

FOR SALE OF GOODS

Beauty Scents Ltd

1 DEFINITIONS

In this document the following words shall have the following meanings:

1.1 "Buyer" means the organisation or person who buys Goods from the Seller;

1.2 "Goods" means the articles to be supplied to the Buyer by the Seller;

1.3 "Intellectual Property Rights" means all patents, registered and unregistered designs,

world enforceable;

1.4 "List Price" means the list of prices of the Goods maintained by the Seller as amended from time to time;

1.5 "Seller" means Beauty Scents Ltd, Eco Innovation Centre, Peterscourt City Road, Peterborough, PE1 1SA , United Kingdom.

2 GENERAL

2.1 These Terms and Conditions shall apply to all contracts for the sale of Goods by the Seller to

the Buyer to the exclusion of all other terms and conditions referred to, offered or relied on by

the Buyer whether in negotiation or at any stage in the dealings between the parties, including

any standard or printed terms tendered by the Buyer, unless the Buyer specifically states in

writing, separately from such terms, that it wishes such terms to apply and this has been

acknowledged by the Seller in writing.

2.2 Any variation to these Terms and Conditions (including any special terms and conditions

agreed between the parties) shall be inapplicable unless agreed in writing by the Seller.

3 PRICE AND PAYMENT

3.1 The price shall be that in the Seller’s current List Price, or such other price as the parties may

agree in writing. The price is exclusive of VAT or any other applicable costs. Carriage shall be

paid for by the BUYER.

3.2 Payment of the price and VAT and any other applicable costs shall be due within the date

specified by Seller in written.

3.3 If Seller agrees to deliver the goods to Buyer in credit The Seller shall be entitled to charge

interest on overdue invoices from the date when payment becomes due from day to day until

the date of payment at a rate of 24% per annum above the base rate of the Bank of England.

3.3 If payment of the price or any part thereof is not made by the due date, the Seller shall be

entitled to:

3.4.1 require payment in advance of delivery in relation to any Goods not previously

delivered;

3.4.2 refuse to make delivery of any undelivered Goods whether ordered under the contract

or not and without incurring any liability whatever to the Buyer for non-delivery or any

delay in delivery;

3.4.3 terminate the contract.2

4 DESCRIPTION

Any description given or applied to the Goods is given by way of identification only and the

use of such description shall not constitute a sale by description. For the avoidance of doubt,

the Buyer hereby affirms that it does not in any way rely on any description when entering into

the contract.

5 SAMPLE

Where a sample of the Goods is shown to and inspected by the Buyer, the parties hereto

accept that such a sample is so shown and inspected for the sole purpose of enabling the

Buyer to judge for itself the quality of the bulk, and not so as to constitute a sale by sample.

6 DELIVERY

6.1 Unless otherwise agreed in writing, delivery of the Goods shall take place at the address

specified by the Buyer on the date specified by the Seller. The Buyer shall make all

arrangements necessary to take delivery of the Goods whenever they are tendered for

delivery.

6.2 The date of delivery specified by the Seller is an estimate only. Time for delivery shall not be

of the essence of the contract.

6.3 If the Seller is unable to deliver the Goods for reasons beyond its control, then the Seller shall

be entitled to place the Goods in storage until such times as delivery may be effected and the

Buyer shall be liable for any expense associated with such storage.

6.4 The Buyer shall be entitled to replacement Goods where the Goods have been damaged

during transportation. The Buyer must notify the Seller of the damage within 24 hours of

delivery.

7 RISK

Risk in the Goods shall pass to the Buyer at the moment the Goods are dispatched from the

Seller`s premises. Where the Buyer chooses to collect the Goods itself, risk will pass when the Goods are entrusted to it or set aside for its collection, whichever happens first.

8 TITLE

Title in the Goods shall not pass to the Buyer until the Seller has been paid in full for the

Goods.

9 WARRANTY

9.1 Where the Goods have been manufactured by the Seller and are found to be defective, the

Seller shall repair, or in its sole discretion, replace defective Goods free of charge within 6 months from the date of delivery, subject to the following conditions:

9.1.1 the Buyer notifying the Seller in writing immediately upon the defect becoming apparent;

9.1.2 the defect being due to the faulty design, materials or workmanship of the Seller.

9.2 Any Goods to be repaired or replaced shall be returned to the Seller at the Buyer’s expense, if so requested by the Seller.

9.3 Where the Goods have been manufactured and supplied to the Seller by a third party, any warranty granted to the Seller in respect of the Goods shall be passed on to the Buyer.3

9.4 The Seller shall be entitled in its absolute discretion to refund the price of the defective Goods in the event that such price has already been paid.

9.5 The remedies contained in this Clause are without prejudice to the other Terms and

Conditions herein, including, but without limitation, Clauses 10 and 11 below.

10 LIABILITY

10.1 No liability of any nature shall be incurred or accepted by the Seller in respect of any representation made by the Seller, or on its behalf, to the Buyer, or to any party acting on its behalf, prior to the making of this contract where such representations were made or given in relation to:

10.1.1 the correspondence of the Goods with any description;

10.1.2 the quality of the Goods; or

10.1.3 the fitness of the Goods for any purpose whatsoever.

10.2 No liability of any nature shall be accepted by the Seller to the Buyer in respect of any express term of this contract where such term relates in any way to:

10.2.1 the correspondence of the Goods with any description;

10.2.2 the quality of the Goods; or

10.2.3 the fitness of the Goods for any purpose whatsoever.

10.3 All implied terms, conditions or warranties as to the correspondence of the Goods to any description or the satisfactory quality of the Goods or the fitness of the Goods for any purpose whatsoever (whether made known to the Seller or not) are hereby excluded from the contract.

11 LIMITATION OF LIABILITY

11.1 Where any court or arbitrator determines that any part of Clause 10 above is, for whatever reason, unenforceable, the Seller shall be liable for all loss or damage suffered by the Buyerbut in an amount not exceeding the contract price.

11.2 Nothing contained in these Terms and Conditions shall be construed so as to limit or exclude the liability of the Seller for death or personal injury as a result of the Seller’s negligence or that of its employees or agents.

12 INTELLECTUAL PROPERTY RIGHTS

All Intellectual Property Rights produced from or arising as a result of the performance of this Agreement shall, so far as not already vested, become the absolute property of the Seller, and the Buyer shall do all that is reasonably necessary to ensure that such rights vest in the

Seller by the execution of appropriate instruments or the making of agreements with third parties.

13 FORCE MAJEURE

The Seller shall not be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and the Seller shall be entitled to a reasonable extension of its obligations. If the delay persists for such time as the Seller considers unreasonable, it may, without liability on its part, terminate the contract.