Standard terms and conditions

In these general terms and conditions of sale (“General Conditions”):

    1. “Contract” shall mean any or each contract or purchase order, or order confirmation, or other document with identical purpose between the Seller and the Customer for supply of Products (however concluded) and these General Conditions shall part of such contract.
    2. “Customer” means any person to whom the Seller has agreed to supply Products.
    3. “Dangerous products” means those substances and articles the carriage of which are prohibited by the provisions of European Agreement Concerning the International Carriage of Dangerous Goods by Road (ADR) as applied in the United Kingdom, or permitted to be carried only under the conditions prescribed therein, as well as all other substances and articles of a nature or having characteristics which represent a hazard or danger to persons or property, or which include any radioactive or explosive material.
    4. “Products” means electronic cigarettes or other electronic vaporizers which is considered as Dangerous products sold by the Seller to the Customer.
    5. “the Seller” means Branda Ltd, with its principal place of business at 10 Skylines Business Village, Limeharbour, London, E14 9TS.
    6. “Territory” means territory designated by the Seller to the Customer concerning the distribution of Products or failing such designation the territory to which the Products are dispatched. The Products delivery is commencing only inside the territory of the United Kingdom and by means of road transport only, unless otherwise agreed in writing.
    7. Products are sold to the Customer subject to these General Conditions which form part of every Contract concluded between the Seller and the Customer. A purchase order or other equivalent document or request constitutes an offer by the Customer to purchase the Products in accordance with these General Conditions and any conditions expressed verbally or contained in any purchase order or other Customer document (or those which are implied by trade, custom, practice or course of dealing), except those terms specifically agreed to in writing by the Seller, shall be void and of no effect. A purchase order or equivalent document or request shall only be deemed to be accepted when the Seller issues written acceptance of such purchase order which may be expressed by issuing order confirmation or other equivalent document or be confirmed in writing by email letter.
    8. No variation of these General Conditions shall be binding unless agreed in writing by the Seller and the Customer in Contract and signed by both parties. Notwithstanding the aforementioned, the Seller may from time to time alter these General Conditions in such manner as it shall determine provided that such alteration shall not affect any Contract made prior to the date of the alteration.

    1. Prices of the Products is provided at the order confirmation, invoice or other equivalent document. Final prices for the Products is inclusive of VAT and any other sales tax (if applicable). The Products purchase prices are not binding to the Seller and may be varied from purchase to purchase.
    2. Unless otherwise agreed in writing and stated on the invoice, payment for all Products sold shall be received in full, without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law) by the Seller before the date of shipment of the Products.
    3. All payments will be made by wire transfer by the Customer to the Seller’s bank account notified in invoice. Time is of the essence for all payments made by the Customer and no payment shall be deemed received until the payment in full is credited to the Seller’s bank account. If the payment is not received in full the Seller has a right to postpone Products shipment date till the receipt of the payment. In that case the estimated delivery date shall be postponed accordingly.
    4. The Customer may not without prior written consent: a) set off any sums payable to the Customer by the Seller; or b) deduct in advance any amounts due from the Seller from payments due from the Customer.
    5. Any payment by the Customer for any Products supplied under the General Conditions shall be apportioned first to Products which have at the date of receipt by the Seller of the payment been disposed of by the Customer, and the Seller shall be entitled to appropriate any balance after such appropriation to such other of the Products supplied by the Seller to the Customer as the Seller shall in its absolute discretion decide.
    6. If any amount payable to the Seller is not received by the due date then, without prejudice to any other rights or remedies the Seller might have:
      1. the Customer shall be liable to pay a penalty of 0,2% of the unpaid Products value per each calendar day of delay in payment. Penalty is charged beginning from the next day after the day when payment should have been performed and until the day of full payment inclusively;
      2. If the payment is not received within 5 working days upon due date, the Seller may cancel the particular Contract or suspend all further shipments to the Customer;

    1. Risk of damage to or loss of the Products shall pass to the Customer from the place of shipment of the Products, including any damage to or loss of the Products occur due to Products loading and unload process to and from the truck. All required unloading works at the place of delivery shall be carried out by the force of the Customer’s representative.
    2. The Customer is responsible to ensure and secure that only authorized person accepts the Products at the place of delivery and any losses and damages which occur due to Products improper acceptance is covered by the Customer.
    3. Notwithstanding delivery and the passing of risk in the Products or any other provision of these General Conditions, unless specifically agreed with the Seller, legal and beneficial title in the Products shall not pass to the Customer until the Seller has received payment in full in cleared funds of all amounts owing to the Seller by the Customer on any account whatever.
    4. Sales of Products shall include all retail packaging but exclude all other packaging (e.g. pallets), which must be returned to the Seller in good condition (excluding fair wear and tear), failing which the Customer shall be charged the cost of repair or replacement.

    1. The Seller shall not be liable for any loss or damage arising from delay in delivery, for whatever reason and whether in respect of the whole or part of the Products and the Customer shall not be entitled to repudiate the Contract for any such delay delivery. The Seller is not liable for mis-delivery of the Products in case the Customer has provided inaccurate information or details of delivery address and/or contacts of the Customers representative. The Customer shall ensure the Customers representative’s ability to proof its authorities at the place of delivery by providing identification documents or other equivalent documents to identify Customer’s representative. For the purpose of this condition, evidence of acceptance of a portion only of the Products delivered under the Contract shall be deemed to be conclusive evidence of acceptance of all the Products so delivered, except to the extent to which the Customer shall prove to the contrary.
    2. The Products must be examined on receipt by or on behalf of the Customer’s representative. Any loss of or damage to the Products must be notified in writing to the Seller within 3 calendar days of such receipt and any Products which are damaged (including cartons) should be retained for inspection by the Seller.
    3. The Seller shall replace any Products damaged or lost which are at the risk of the Seller (subject to the Seller’s liability limitation under article 4.7.) or redeliver any Products not delivered (subject to article 4.1.) or, at the Sellers option, credit the Customer for the price of Products so damaged or lost or not delivered.
    4. If any of the Products are defective in manufacture or contained in defective containers or packages, the Seller’s liability howsoever arising in respect of, or consequent upon, any such defects shall be limited to the replacement of such defective Products or crediting the Customer with the price thereof as the Seller shall decide at its discretion.
    5. Except as provided above, the Seller shall not be liable for any loss or damage of whatever nature and however caused and the Seller shall be under no liability whatsoever for failure to fulfil any Contract in whole or in part if such failure is due to any cause or event of whatever nature which is beyond the Sellers reasonable control (Force majeure) or which makes such fulfilment impossible or illegal.
    6. The Seller shall be under no liability to the Customer for sales by third parties of the Products within the Territory.
    7. Except as otherwise provided in these General Conditions, the liability of the Seller in respect of claims for Products physical loss of or damage to, howsoever arising, shall in all circumstances be limited to the lesser of
      1. The value of Products actually lost or the amount by which damaged Products have been depreciated in value by reason of that damage; or
      2. The cost of replacing the Products actually lost or reconditioning or repairing any damage to the Products; or
      3. A sum calculated at the rate of GBP 1300 per ton on the gross weight of the Products actually lost or damage. In case of loss of or damage to a part of the consignment, the weight to be taken into consideration in determining the amount to which the Seller’s liability is limited shall be only the gross weight of that part, regardless of whether the loss or damage affects the value of other parts of the consignment.
    8. The following types of loss or damage are wholly excluded, and will not under any circumstances by the subject of compensation by the Seller: i) Loss of profits; ii) Loss of sales or business; iii) Loss of agreement or contract; iv) Loss of anticipated savings; v) Indirect or consequential loss; vi) Any fines imposed on the Customer.
    9. The Customer is hereby undertaken to indemnify the Seller him for any damage that may suffer as a result of conduct involving a breach by the Customer of a Contract.

    1. The Products shall be sold by the Customer in good condition and in original package, unless otherwise authorized in writing by the Seller.
    2. The Customer shall procure that the Products are stored strictly in accordance with the Seller’s requirements as notified to the Customer from time to time.
    3. If the condition in articles 5.1. and 5.2. are breached, the Seller may, without prejudice to any other rights or remedies available to it (i) suspend or cancel (in whole or in part) further deliveries, without any further liability to the Customer; and/or (ii) recover from the Customer damages for any loss or damage to the business of the Seller arising directly or indirectly out of such breach.

    1. Without prejudice to any other rights or remedies available to the Seller, the Seller shall be entitled to cancel or suspend any further deliveries under the Contract without any liability to the Customer and all sums due by the Customer shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary, if: (i) the Customer, makes any arrangement with its creditors or becomes subject to an administration or government order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation or receivership (including any encumbrancer taking possession of the property of assets of the Customer) (otherwise than for the purposes of amalgamation or reconstruction) or the equivalent occurs under any jurisdiction; or (ii) the Customer is unable to pay its debts generally as they become due, suspends any payments thereunder or ceases, or threatens to cease, to carry on business; or (iii) the Seller reasonably considers that any of the events mentioned above is about to occur in relation to the Customer and notifies the Customer accordingly.

    1. The Customer undertakes not to do anything calculated or likely to harm the reputation of the Seller and the Products.
    2. The Customer shall, unless required otherwise by law, courts or regulatory authorities, keep any confidential information (information disclosed to the Customer relating to the Seller) strictly confidential and not disclose to any third party.

    1. If any provision of these General Conditions is held by any court or competent authority to be illegal, void or unenforceable in whole or in part, the validity of the other provisions of these General Conditions and the remainder of the provision in question shall not be affected.
    2. No term of this General Conditions shall be enforceable by any person who is not a party to this General Conditions.
    3. To the extent that the Seller processes any personal information of the Customer in connection with a Contract, the Customer hereby explicitly consents to such processing for the purposes of the performance of the Contract and General Conditions and to comply with the relevant laws of the jurisdiction. The Seller hereby confirms that it will comply with applicable data privacy laws.
    4. The Customer confirms that it complies with all laws to which it is subject, including without limitation, payment of all applicable taxes and duties.
    5. These General Conditions and any Contract shall be governed by English law and the parties submit irrevocably to the exclusive jurisdiction of the English courts. For the avoidance of doubt, the provisions of the Vienna Convention on the International Sale of Goods shall not apply to this Contract. In the event that these General Conditions or Contract are translated into another language the English language version shall prevail.

Branda Ltd, 2022