Flavorade Terms of Sales

1. INTERPRETATION

1.1 In these Conditions:

1.2 Any reference in these Conditions to any provision of a statute shall be constructed as a reference to that provision as amended, re-enacted or extended at the relevant time.

1.3 The headings in these Conditions are for convenience only and shall not affect their interpretation.

1.4 Words in the singular include the plural and in the plural include the singular.

2. BASIS OF THE SALE

2.1 Flavorade shall sell and the Buyer shall purchase the Product in accordance with any written quotation of Flavorade which is accepted by the Buyer, or any written order of the Buyer which is accepted by Flavorade, subject in either case to these Conditions, which shall govern the Contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made, by the Buyer. No terms or conditions endorsed upon, delivered with or contained in the Buyer's purchase order, confirmation of order, acceptance of a quotation or specification or other document will form part of the Contract simply as a result of such document being referred to in the Contract.

2.2 No variation to these Conditions shall be binding unless agreed in writing between the authorised representatives of the Buyer and Flavorade. Flavorade's employees or agents are not authorised to make any representations concerning the Product unless confirmed by Flavorade in writing in the specification accepted by the Buyer. In entering into the Contract the Buyer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed.

2.3 Save as contained in the health and safety data sheets supplied by Flavorade relating to the Product, any advice or recommendation given by Flavorade or its employees or agents to the Buyer or its employees or agents as to the storage, application or use of the Product which is not confirmed in writing by Flavorade is followed or acted upon entirely at the Buyer's own risk and Flavorade shall not be liable for any such advice or recommendation which is not so confirmed.

3. ORDERS AND SPECIFICATIONS

3.1 The Buyer shall be responsible for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Buyer, and for giving Flavorade any necessary information relating to the Product within a sufficient time to enable Flavorade to perform the Contract in accordance with its terms.

3.2 The quantity, quality and description of the Product shall be those set out in Flavorade's quotation (if accepted by the Buyer) or the Buyer's order (if accepted by Flavorade).

3.3 Flavorade reserves the right to make any changes in the specification of the Product which are required to conform with any applicable safety or other statutory requirements or, where the Product is to be supplied to Flavorade's specification, which do not materially affect their quality or performance.

4. PRICE

4.1 The price of the Product shall be the price quoted by Flavorade or, if no price has been quoted (or a quoted price is no longer valid), the price listed in Flavorade's published price list current at the date of acceptance of the order.

4.2 Flavorade reserves the right to increase the price of the Product at any time before delivery to reflect any increase in the cost to Flavorade which is due to any factor beyond Flavorade's control (such as, without limitation, foreign exchange fluctuations, increases in taxes and duties, and increases in labor, materials and other manufacturing costs).

4.3 Any increase in the price under Condition 4.2 shall be notified to the Buyer in writing and shall take effect from the date specified in the notice.

4.4 The price is exclusive of any applicable value added tax, which the Buyer shall be additionally liable to pay to Flavorade at the prevailing rate from time to time.

5. TERMS OF PAYMENT

5.1 The Buyer shall pay the price of the Product (without any deduction) in accordance with the terms agreed in writing between Flavorade and the Buyer.

5.2 Payment shall be made by bank transfer, credit card or such other method as may be specified by Flavorade.

5.3 The Buyer shall not be entitled to withhold payment of any invoice or other amount due to Flavorade by reason of any right of set-off or counterclaim which the Buyer may have or allege to have.

5.4 If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to Flavorade, Flavorade shall be entitled to:

6. DELIVERY

6.1 Delivery of the Product shall be made by Flavorade delivering the Product to the place specified in the order or, if no place is specified, to the Buyer's principal place of business.

6.2 Any dates quoted for delivery are approximate only and Flavorade shall not be liable for any delay in delivery of the Product howsoever caused.

6.3 If Flavorade is unable to deliver the Product due to the Buyer's fault or failure to provide necessary information or instructions, Flavorade shall be entitled to charge the Buyer for any additional costs incurred as a result.

7. RISK AND TITLE

7.1 The risk in the Product shall pass to the Buyer on delivery.

7.2 Title to the Product shall not pass to the Buyer until Flavorade has received payment in full (in cash or cleared funds) for the Product.

8. WARRANTIES AND LIABILITY

8.1 Flavorade warrants that the Product will be of satisfactory quality and fit for purpose, subject to the conditions set out in this clause.

8.2 Flavorade shall not be liable for any indirect or consequential loss or damage arising from the use of the Product.

8.3 The Buyer's sole remedy for any defect in the Product shall be limited to the replacement of the Product or a refund of the purchase price at Flavorade's discretion.

9. FORCE MAJEURE

9.1 Flavorade shall not be liable for any delay in or failure to perform its obligations under the Contract if such delay or failure is due to any cause beyond Flavorade's reasonable control, including but not limited to acts of God, war, riots, strikes, lockouts, or any other industrial dispute, fire, flood, explosion, accident, or theft.

10. TERMINATION

10.1 Flavorade may terminate the Contract immediately by giving notice to the Buyer if:

11. INTELLECTUAL PROPERTY

11.1 All intellectual property rights in the Product shall remain the property of Flavorade or its licensors. The Buyer shall not acquire any rights in the Product other than the right to use it in accordance with the terms of the Contract.

12. ASSIGNMENT

12.1 The Buyer shall not be entitled to assign the Contract or any part of it without Flavorade's prior written consent.

12.2 Flavorade may assign the Contract or any part of it to any person, firm or company.

13. GENERAL

13.1 Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice. Any notice shall be deemed to have been received if sent by pre-paid first class post 2 working days after posting (excluding the day of posting) or if delivered by hand on the day of delivery.

13.2 No waiver of any breach of the Contract shall be considered as a waiver of any subsequent breach of the same or any other provision.

13.3 If any provision of the Contract is found to be invalid or unenforceable, the remaining provisions shall continue to be valid and enforceable.

13.4 The Contract shall be governed by and construed in accordance with the laws of England and the parties submit to the exclusive jurisdiction of the English courts.

13.5 The parties agree that they shall not disclose the terms of the Contract to any third party without the prior written consent of the other party.