TERMS & CONDITIONS

1. DEFINITIONS
‍Standard Terms & Conditions of Sale V6 2020 "Buyer" means the person, firm or company whose Order is accepted by the Seller. "Seller" means: Bontà Italia Ltd Ltd. Registered Office: Regency House, 33Wood Street, Barnet,Hertfordshire,EN5 4BE. Registered number 4589545 "Goods" means all goods and services to be supplied by the Seller and referred to in the Order andincludes related packaging, other than pallets, unless otherwise notified by the Seller in writing andreferred to in the Order. "Food" means food as defined by the Food Safety Act 1990 and any regulations and amendments orrelevant enactments thereof. "Contract" means the contract for purchase and sale of the Goods made between Buyer and Seller. "Conditions" means the conditions set out in this document and subject to which the Contract ismade. "Writing" includes electronic mail (e-mail), telex, facsimile transmission and comparable means ofrecorded communication. "Order" means the order for the purchase of Goods notified by the Buyer to the Seller. x)"Specification" means the Seller's product specification for the Goods. "Delivery" means either: a) in the case of Goods which are to be delivered to the premises of the Buyer or a place nominatedby the Buyer, the time when the delivery vehicle arrives at the premises prior to unloading; or b) in the case of Goods which are to be collected from the Seller or a place nominated by the Seller,the time when the collection vehicle has been loaded. "Price" means the price of the Goods agreed between Buyer and Seller when the Order was accepted,unless otherwise evidenced in writing and signed by a Director of each party. Where no price hasbeen agreed between Buyer and Seller, but an Order has been accepted, the Price shall be that asinvoiced. Bonta Italiá LTD – Terms & Conditions V6 May 2020

‍2. GENERAL Standard Terms & Conditions of Sale V6 2020 These Conditions apply to every Order accepted by the Seller to the exclusion of any other terms andconditions made or purported to be made by the Buyer. No variation to these Conditions shall bebinding unless agreed in Writing and signed by a Director of the Seller. The Seller's employees are notauthorised to make any representations concerning the Goods unless confirmed in writing and signedby a Director of the Seller. In entering into the Contract, the Buyer acknowledges that it does not relyon, and waives any claim for breach of, any such representations which are not so confirmed. Any reference in these Conditions to any provisions of a statute shall be construed as a reference tothat provision as amended, re-enacted or extended from time to time. The headings in these Conditions are for convenience only and shall not affect their interpretation. No waiver by the Seller of any breach of these Conditions or any other term of the Contract shall beconsidered as a waiver of any subsequent breach of the same or any other provision. If any provision of these Conditions is held by any competent authority to be invalid or unenforceablein whole or in part, the validity of the other provisions of these Conditions and the remainder of theprovision in question shall not be affected thereby. All Contracts made between the Buyer and the Seller shall be governed by the laws of England.

‍3. QUALITY The quality of Goods shall be as defined within the Specification. It shall be expressly understood thatthe goods covered by this Contract shall be of a sound and merchantable quality unless stated to thecontrary. Once product has been opened and used in further preparation and/or manufacturing, duediligence responsibility passes to the buyer.

‍4. GUARANTEE Goods covered by this Contract are guaranteed to comply with the terms of the Food Safety Act1990, the Weights & Measures Act and all statutory orders amending them and all other currentstatutory conditions relating to the sale of food.

‍5. ENGLISH LAW The terms and conditions in this Contract shall be construed and governed in accordance with theLaws of England. Bonta Italiá LTD – Terms & Conditions V6 May 2020

‍6. PRICE Standard Terms & Conditions of Sale V6 2020 The Seller reserves the right, by giving notice to the Buyer in writing at any time before Delivery, toincrease the Price to reflect any increase in the cost to the Seller which is due to any factor beyondthe control of the Seller (such as, without limitation, any foreign exchange fluctuation, currencyregulation, alteration of duties, significant increase in cost of labour, materials or other costs ofmanufacture) or to any change in delivery dates, quantities or specifications for the Goods that isrequested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer togive the Seller adequate information or instructions. All prices quoted by the Seller are exclusive of VAT unless otherwise stated.

‍7. FREIGHT Price (s) stated in the Contract is (are) based on Freight Rate (s) ruling at date of contract and anyvariations in this (these) at time of shipment shall be for buyer’s account.

‍8. DUTY, TARIFFS, TAXES, LEVYS. Price (s) stated in the Contract is (are) based on the import Duty/Tariff/Taxes/Levy’s ruling at date ofContract and any variation in all or any of these at time of arrival of goods at port of discharge shallbe for buyer’s account.

‍9. CURRENCY Should there be depreciation in currency exchange rates of more than 5% then the Seller only willhave the right to renegotiate the Contract.

‍10. CREDIT & PAYMENT TERMS The Seller shall only commence supply of goods if the Buyer is approved by our credit insurers. The Seller is entitled to request a pro-forma payment for the goods from the Buyer until the Seller issatisfied that a payment term can be applied to the Buyer. The Sellers payment terms are 30 days from invoice date, unless otherwise agreed in Writing andsigned by a Director of the Seller. The seller will only supply goods up to the value of the credit limit set and if the Buyers account is notoverdue. The Buyer shall make Payment for the full Price within the agreed payment terms.
The Buyer shall not be entitled to set-off against the Price any sums owed to the Buyer by the Seller. Bonta Italiá LTD – Terms & Conditions V6 May 2020 Standard Terms & Conditions of Sale V6 2020 Payment will be deemed to have been made after such time as either: a) full payment of the invoice value by cheque has been paid into the Seller's bank account and hasbeen cleared; or b) full payment of the invoice value has been received by the Seller's bank by directtransfer from the Buyer's bank. If the Buyer fails to make any payment by the due date then, without prejudice to any right orremedy available to the Seller, interest may be charged by the Seller to the Buyer on the amountunpaid (both before and after judgement) until such time as full and final payment is received. Therate of interest shall be 5% per annum above HSBC Base Rate from time to time.

‍11. DELIVERY Any dates quoted for Delivery are approximate only and the Seller shall not be liable for any delay inthe delivery of the Goods howsoever caused. Time for delivery shall not be of the essence unlesspreviously agreed in Writing and signed by a Director of the Seller. Delivery may be made by theSeller in advance of the quoted delivery date upon giving reasonable notice to the Buyer. Where the Goods are to be delivered in instalments, each Delivery shall constitute a separatecontract and failure by the Seller to deliver any one or more of the instalments in accordance withthese Conditions or any claim by the Buyer in respect of any one or more instalments shall not entitlethe Buyer to treat the Contract as a whole as repudiated.

‍12. REJECTIONS, CLAIMS AND LIABILITIES Damages and shortages must be clearly marked on the Delivery note by the Buyer at the time ofDelivery and signed for accordingly. The Buyer must report any issues relating to
the Delivery within 24 working hours of Delivery. The Seller accepts no liability for any loss
or damage not so notified. The Buyer shall be entitled to reject Goods which are undamaged but not in accordance with theSpecification provided that the Seller is notified in Writing within 24 hours of Delivery. If rejected Goods are subsequently found to be in accordance with the Specification, then theBuyer will be liable for all associated costs incurred by the Seller including but not limited totransport and administration costs. Should the Seller make Delivery of Goods that do not conform to Specification for any reason beyondthe Seller's reasonable control, then the Seller will not be liable for any cost incurred by the Buyer,whether foreseen or unforeseen. Should the Seller make Delivery of Goods that do not conform to Specification for any reasonwithin the Seller's reasonable control, and should the Seller then be unable to replace orreinstate the Goods with goods which are in conformance with the Specification, liability to the Bonta Italiá LTD – Terms & Conditions V6 May 2020 Standard Terms & Conditions of Sale V6 2020 Buyer will be limited to the reimbursement of any reasonable excess cost that the Buyer mayhave incurred in obtaining similar goods elsewhere in the cheapest available market. Should the Seller fail to make Delivery of the Goods for any reason beyond the Seller'sreasonable control, including but not limited to fire, explosion, flood, war, riot, weather,industrial action, strike, lock-out, stoppage of work, governmental intervention, breakdown ofplant or machinery, unavoidable accident or delay, damage or loss whilst in transit etc. then theSeller will not be liable for any cost incurred by the Buyer, whether foreseen or unforeseen. Where any valid claim in respect of any of the Goods which is based on any defect in the qualityor condition of the Goods or their failure to meet the Specification is notified to the Seller inaccordance with the Conditions, the Seller shall be entitled to replace the Goods (or the part inquestion) free of charge or, at the Seller's sole discretion, refund to the Buyer the Price of theGoods (or a proportionate part of the Price) but the Seller shall have no further liability to theBuyer, except as expressly stated in these Conditions. Except in respect of death or personal injury caused by the Seller's negligence, the Seller shallnot be liable to the Buyer by reason of any representation, or implied warranty, condition orother term, or duty at common law, or under any express terms of the Contract, for anyconsequential loss or damage (whether for loss of profit or otherwise) costs, expenses or otherclaims consequential compensation (and whether caused by the negligence of the Seller, itsemployees, agents or otherwise) which arise out of, or in connection with, the supply of Goodsor their use or resale by the Buyer, and the entire liability of the Seller under or in connectionwith the Contract shall not exceed the Price except as expressly provided in these Conditions. If the Buyer fails to give the Seller adequate delivery instructions, or fails to take delivery of theGoods at the time stated for Delivery (otherwise than by reason of any cause beyond theBuyer's reasonable control or by reason of the Seller's fault) then without prejudice to any otherremedy available to the Seller the Seller may: a) store the Goods until actual Delivery and charge the Buyer for reasonable costs (includinginsurance for storage); or b) sell the Goods at the best price readily obtainable and (after deducting all reasonable storageand selling expenses) account to the Buyer for the excess over the Price under the Contract orcharge the Buyer for any shortfall below the Price under the Contract.
If the Buyer fails to make payment according to the terms of contract, then the Seller may cancelthat instalment of goods or cancel the contract.

‍13. Unloading Times and Demurrage Charges The Buyer must comply with the delivery unloading times that are permitted for groupage or full loaddeliveries. Our transport company will ensure to arrive on time for their bookings or within theagreed delivery window. The following unloading times must be adhered to, 1 hour for deliveries upto 4 pallets and 2 hours for deliveries of 5+ pallets. Bonta Italiá LTD – Terms & Conditions V6 May 2020 Standard Terms & Conditions of Sale V6 2020 Any issues with delays on the road or vehicle issues such as breakdowns, will be communicated assoon as possible to the Buyer’s goods in team, supply chain or buyer. If our driver is not tipped within the permitted unloading time, the Seller will be liable for demurrage.Demurrage charge - £50 per hour or part thereof.

‍14. CONTAINERISATION Shipment (s) by container will be subject to the following additional conditions: In the event that containers are delayed at the buyer’s premises for a period in excess of that prescribed by the carrying company for discharging then any demurrage chargesarising from such delay shall be for buyers account. The responsibility for ensuring that the seals on the container are unbroken at time ofdelivery to the buyer rests with the buyer. Notice that seals are broken must be givenat the time of delivery to the carrier. No claims can be considered without suchnotification. Once the container has been unloaded the Buyer must return all relevant documentation that was sent prior to the delivery by the Seller. The documentation must besigned for and any shortages or damages must be immediately notified. The Seller accepts noliability for any loss or damage not so notified

‍15. TITLE AND RISK Risk of damage to or loss of the Goods shall pass to the Buyer: a) in the case of Goods for Delivery at the Seller’s premises, at the time when Goods are available forcollection as notified by the Seller to the Buyer, or b) in the case of Goods for Delivery otherwise than at the Seller’s premises at the time of delivery, or c) if the Buyer wrongfully fails to take Delivery of the Goods at the time when the Seller attempteddelivery. Notwithstanding Delivery and the passing of risk in the Goods or any other provision of theseConditions, the property in the Goods shall not pass to the Buyer until the Seller has receivedpayment in full of the Price of the Goods and all other goods agreed to be sold by the Seller to theBuyer for which payment is then due. Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods Bonta Italiá LTD – Terms & Conditions V6 May 2020 Standard Terms & Conditions of Sale V6 2020 as the Seller's fiduciary agents and bailee, and shall keep the Goods separate from those of theBuyer and third parties and properly stored, protected and insured and identified as the Seller'sproperty. Until that time, the Buyer shall be entitled to resell or use the Goods in the ordinarycourse of its business but shall account to the Seller for the proceeds of sale or otherwise of the Goods, whether tangible or intangible, including insurance proceeds, and shall keep all suchproceeds separate from any monies or property of the Buyer and third parties and, in the caseof tangible proceeds, properly stored protected and insured. Until such time as the property in the Goods passes to the Buyer (provided the Goods are still inexistence and have not been resold) the Seller shall be entitled at any time to require the Buyerto deliver up the Goods to the Seller and, if the Buyer fails to do so forthwith, to enter upon thepremises of the Buyer or any third party where the Goods are stored and to repossess theGoods. The Buyer shall not be entitled to pledge, or in any way charge by way of security for anyindebtedness, any of the Goods which remain the property of the Seller, but if the Buyer does so, allmonies owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of
the Seller) forthwith become due and payable.

‍16. CONFIDENTIALITY The Buyer undertakes to the Seller to keep confidential all information (whether oral or inWriting) concerning the business and affairs of the Seller that the Buyer has obtained orreceived as a result of the discussions leading up to or the entering into the Contract and anyother such information relating to other parties which is supplied by the Seller to the Buyer, savethat which is: a) already in the Buyer's possession other than as a result of a breach of this clause; orb) in the public domain, other than as a result of a breach of this clause.

17. WARRANTY
The Seller warrants as part of these Conditions, that: a) All Food supplied by the Seller complies at the date of Delivery, in all respects, with the FoodSafety Act 1990 and/or regulations made thereunder and all other United Kingdom andEuropean Union legislation and regulations relating to the supply or sale of Food. b) All Food supplied by the Seller complies at the date of delivery with the Specification. c) Without prejudice to the generality of the foregoing, all such Food so supplied by the Seller
has not been rendered injurious to health and complies with Food safety requirements and is of thenature, substance and quality described. Furthermore, it is not described whether by means oflabel or otherwise, or presented in such a way, as to be false or misleading as to its nature, Bonta Italiá LTD – Terms & Conditions V6 May 2020 Standard Terms & Conditions of Sale V6 2020 substance or quality. d) All Food supplied by the Seller has been purchased from suppliers approved by the Seller. e) Where reasonably practicable, quality checks are carried out on all Food supplied by theSeller to ascertain compliance with the aforementioned Act, Regulations and Specification. f) The Seller's premises, equipment, machinery and processes are clean and in such a condition asto ensure the quality and hygiene of all Food supplied by the Seller.

‍18. TERMINATION If the Buyer defaults in any of the Buyer's obligations under the Contract, becomes insolvent, has a receiver appointed, or is compulsorily or voluntarily wound up, or if the Seller, in good faith,believes that any such events may occur, the Seller shall be entitled at the Seller's discretion, andwithout prejudice to any other remedy, to suspend the performance of or terminate theContract and, in the event of termination, to keep or take possession of any Goods or of anyitems belonging to the Seller and to enter any premises of the Buyer, or such other premises onwhich the Goods are kept, for that purpose. No failure or delay on the part of the Seller to exercise any rights in respect of any default underthe Contract by the Buyer, shall prejudice the Seller's rights in connection with the same or anysubsequent default.

‍19. AMENDMENTS No amendment (s) or variation (s) to this Contract is (are) valid unless a Contract notice ofamendment is issued and signed acceptance received by both parties to the Contract.

‍20. ARBITRATION All disputes differences and questions which at any time arise between the Buyer and the Seller inrelation to the Specification of the Goods shall be referred to a single arbitrator in accordance withthe Arbitration Act 1950.