DEFINITIONS

In these Conditions, the following words shall have the following meanings: 'Company' means Giraffe Cocktails Ltd; 'Conditions of Sale' means these terms and conditions of sale; 'Contract' means the agreement, governed by these Conditions, between the Company and the Customer for the sale and purchase of Goods; 'Customer' means the person, firm, company or other legal entity to whom the Goods are supplied and to whom the invoice, order acknowledgement or delivery note is addressed; 'Goods' means all spirits, cocktails, drinks, food products and services specified in the invoice, order acknowledgement or delivery note; 'Order' means any order placed by the Customer to purchase Goods from the Company; 'Parties' means the Company and the Customer; and 'SOR' means Sale or Return.

1. CONDITIONS OF SALE

1.1 Credit terms are not offered under this agreement unless expressly agreed in writing by the Company.

1.2 SOR - Sale or Return. SOR shall only apply where it has been expressly agreed in writing by Giraffe Cocktails Ltd prior to the Order being confirmed. Unless SOR has been agreed in writing, all Orders are final and non-returnable, except where required by law.

The Customer acknowledges that, in most cases, Goods are food and/or drink products which are manufactured to order, perishable, date-sensitive or otherwise unsuitable for resale once dispatched. Once an Order has been confirmed by the Company, the Order cannot be cancelled by the Customer, except where agreed in writing by the Company or where required by law.

Where SOR has been agreed in writing, the Customer may return eligible Goods to the Company at the Customer's own expense and responsibility. No more than 50% of the total Order may be returned under SOR. All returned Goods must be unopened, unused, in their original packaging, in resaleable condition, and received by the Company within 10 working days from the original receipt of Goods.

A restocking fee of 15% shall be applied to all Goods returned under SOR and shall be deducted from any monies owed to the Customer. Custom-made products, bespoke products, products manufactured to order, and products not stocked as standard by the Company are not eligible for return under SOR once manufactured.

1.3 All Goods are only sold and shipped to the UK. The Company is not liable for any additional charges incurred from moving the Goods outside of the UK by the Customer.

2. BASIS OF SALE

2.1 Any Order constitutes an offer by the Customer which the Company shall be entitled to accept or reject at its discretion.

2.2 The Customer acknowledges that, by placing an Order with the Company, it is bound by these Conditions and all other terms and conditions, whether express or implied, are hereby excluded to the extent permissible under English law. In particular, these Conditions shall prevail in the event of any conflict between these Conditions and any terms and conditions which appear on the Customer's order form or in any other communication between the Parties.

2.3 No variation or amendment to these Conditions shall be binding unless agreed in writing by a director of the Company and a duly authorised representative of the Customer.

3. DELIVERY

3.1 Any time or date for delivery of the Goods given by the Company shall only be an estimate. The Company shall use its reasonable endeavours to comply with such estimated time or date for delivery, but time of delivery shall not be of the essence and the Company shall not be liable for any loss or damage resulting to the Customer by reason of delay in delivery.

3.2 Delivery of the Goods shall be deemed to take place when the Goods arrive at the address designated by the 

Customer.

3.3 The Company shall be entitled, but not required, to deliver the Goods in instalments and to invoice the Customer for each instalment.

3.4 If the Customer refuses or fails to take delivery of the Goods at a time when the Company could reasonably expect the Customer to take delivery then, without prejudice to any other right or remedy available to the Company, the Company may: 3.4.1 store the Goods until actual delivery is made and charge the Customer for the costs, including insurance, of storage; and/or 3.4.2 sell the Goods at the best price readily obtainable and, after deducting all storage and selling expenses, give the Customer a credit of such amount against the price payable for such Goods under the Contract. In either case the Company shall be entitled to charge interest, both before and after judgment, on the price payable for the Goods under the Contract at 4% above the base rate from time to time of NatWest Bank Plc from the date of delivery until the date on which the Goods are actually received by the Customer.

3.5 The Company shall have no liability to the Customer in respect of damage to Goods where the outside packaging is damaged on receipt by the Customer, or where fewer than the number of Goods indicated on the delivery note are actually received by the Customer, unless the Customer notifies the Company of such damage or short delivery in writing within one day of receipt of the Goods or invoice, as appropriate, otherwise than merely by a note on the delivery note.

3.6 Where the Company agrees that the Customer has a valid claim for any loss of or damage caused to Goods during transit, the Company's only obligation in respect of such loss or damage shall, at the Company's option, be to: 3.6.1 make good any shortage or non-delivery of the Goods; and/or 3.6.2 replace such damaged Goods which have been returned to it by and at the expense of the Customer; or 3.6.3 in either case make a full refund in respect of such Goods.

3.7 If the Goods have not been delivered despite receipt by the Customer of the Company's invoice relating to them, then unless the Customer notifies the Company within 2 days after the date of such invoice no claim against the Company may be made in respect of non-delivery of those Goods.

4. PRICES AND PAYMENT

4.1 The prices of the Goods shall be agreed prior to the time of placement of any Order.

4.2 In addition to all amounts payable under the Contract, the Customer shall pay all applicable taxes, including Value Added Tax unless exempt under UK law.

4.3 Container sizes quoted in the Company's price list and on any other documentation are trade descriptions only and are not intended as a guarantee of the actual volume of product within the container.

4.4 The Company reserves the right to amend pricing errors or omissions before accepting an Order.

4.5 The Customer shall make payment for the Goods by cash, BACS, debit card or credit card before delivery and prior to the unloading of Goods unless payment terms have been agreed in writing by the Company. Goods will not be shipped unless payment has been made in full or payment terms have been agreed in writing by the Company.

4.6 If the Company has granted credit facilities to the Customer, payment for the Goods shall be made: 4.6.1 within 15 days of the date on which delivery took place; or 4.6.2 at such dates as are specified in correspondence from the Company.

4.7 The Customer shall not deduct from the price of the Goods, and related costs charged by the Company, any other monies due or claimed to be due to the Customer from the Company in respect of the Contract or any other contract.

4.8 If the Customer fails to make payment in accordance with this condition the Company shall be entitled, without further notice, to: 4.8.1 cancel this Contract and any other contract with the Customer or suspend all further deliveries of Goods; 4.8.2 charge interest on the outstanding sum at the rate of 4% above the base rate from time to time of NatWest Bank Plc from the date payment was due until the date on which payment is made; 4.8.3 request all other sums due from the Customer to be paid immediately; and 4.8.4 charge the Customer for any

third-party charges incurred by the Company in connection with any failure to make payment, including but not limited to legal costs and bank charges for rejecting or presenting cheques.

5. WARRANTIES AND LIABILITY

5.1 The Company warrants that the Goods shall be delivered to the Customer in an undamaged condition and free from defects.

5.2 Except where expressly provided by these Conditions, the Company gives no warranties, conditions, guarantees or representations as to the quality or fitness for a particular purpose of the Goods, and all other warranties, conditions, guarantees or representations, whether express or implied, oral or in writing, are hereby excluded to the extent permissible under English law.

5.3 The Company does not seek to exclude its liability for death or personal injury arising from use of the Goods to the extent that it results from negligence. The Company shall also be liable to the Customer for any direct physical damage to tangible property, other than death or personal injury, to the extent that it results from the proven negligence of the Company, its employees, agents or subcontractors, up to a maximum of £100,000.

5.4 Except as expressly provided by these Conditions, the Company shall not in any event be liable for any indirect, special or consequential losses or damages, howsoever arising, in connection with or arising out of the design, manufacture, supply, use of, or otherwise relating to, the Goods, or in respect of any loss of anticipated profits or losses relating to or associated with wasted overhead or similar costs.

5.5 Except in respect of liability for death or personal injury, no action, regardless of form, arising out of the transaction under the Contract may be brought by the Customer more than two years after the cause of such action has accrued.

6. INDEMNITY

6.1 The Customer shall indemnify the Company in respect of all actions, claims, demands and expenses related to damage, injury or loss occurring to any person or property and which has arisen from the condition or use of the Goods, or of any property referred to in Condition 7 below, to the extent that such damage, injury or loss has been occasioned partly or wholly by the act, omission, negligence or wilful default of the Customer, its servants or agents, or by any breach by the Customer of its obligations to the Company under these Conditions.

7. OWNERSHIP OF THE BRAND

7.1 The Customer acknowledges that ownership of all rights, whether registered or unregistered, in the brand shall remain at all times in the absolute ownership of the Company.

7.2 Notwithstanding Condition 7.1 above, the Company shall permit the Customer to use the brand in connection with the product.

7.3 Any and all goodwill derived from the Customer's use of the brand shall accrue to the Company.

7.4 The Customer shall not apply for registration of or obtain any design right, trademark or similar registrable right in the brand.

7.5 The Customer undertakes, at the request and expense of the Company, to bring into effect or do all acts and execute all documents which may be necessary to confirm the title of the Company to the rights in the brand, whether in connection with any registration of that title to design right or trademark or other similar right or otherwise.

8. TERMINATION

The Company shall be entitled to cancel the Contract or suspend deliveries of the Goods forthwith by notice in writing if:

8.1 the Customer commits any irremediable breach of any of these Conditions, persistently repeats a remediable 

breach, or commits any remediable breach and fails to remedy it within 30 days of receipt of notice of the breach requiring remedy of the same;

8.2 the Customer becomes the subject of any voluntary arrangement, receivership, administration, liquidation or winding up; or

8.3 the Customer is unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986; or

8.4 the Customer becomes the subject of any distraint, execution or other similar process; or

8.5 the Customer ceases or threatens to cease carrying on business; or

8.6 the Company reasonably believes that any of the events mentioned in Conditions 8.1 to 8.5 above is about to occur and notifies the Customer accordingly.

9. MISTAKES AND INFORMATION

9.1 The Company reserves the right to amend any clerical, administrative or computer processing error which appears in the Company's invoice, order acknowledgement, delivery note or other documentation issued by it.

10. WAIVER

10.1 No relaxation, forbearance, delay or indulgence by either Party in enforcing any of these Conditions, or the granting of time by either Party to the other, shall not prejudice, affect or restrict the rights and powers of the said Party, nor shall any waiver by either Party of any breach of these Conditions operate as a waiver of any subsequent or continuing breach of these Conditions.

11. HEADINGS

11.1 The headings in these Conditions are for convenience only and shall have no effect on the interpretation thereof.

12. JURISDICTION

12.1 These Conditions and the Contract shall be governed by and construed in accordance with English law and any disputes shall be referred to the Courts of England and Wales.