DEFINATIONS
The Company means Lakes Food Euro Ltd. The Customer means the person firm or Company with whom any Contract is made or to whom any quotation is addressed

APPLICATION
1. These conditions (and the Purchase Order) shall constitute the entire Agreement between the Company and the Customer in respect of the order for butter, or associated butter products and edible oils, or any other product or products by the Customer and shall super cede all previous written or oral agreements or representations.

2. No addition or cancellation, variation, qualification or waiver of any or all of these Conditions shall have any legal affect whatsoever unless agreed in writing and signed by the Customer and a Director of the Company.

ACCEPTANCE AND PAYMENT
3. Orders for the supply of goods shall be made on the standard Order Form for the time being supplied by the Company and any orders for such goods shall be deemed accepted and binding on the Company for supply when acknowledged by an authorised Officer of the Company in writing or upon the delivery of such goods to the Customer: The price of the goods shall be the seller¹s quoted price, subject to any special terms granted to the buyer, or as otherwise agreed. However, the Seller reserves the right, by giving written notice to the Buyer at anytime before delivery, to increase the price if there is any increase in the cost to the Seller by reason of foreign exchange fluctuations, currency regulations, alterations of duties, or any other factors beyond the control of the Seller.

4. The Purchase Price together with any VAT thereon shall be paid by the Customer 28 days following delivery of the goods, unless alternative arrangements have been agreed in writing. If the Company so requires and stipulates upon acceptance of the Order payment must be made in cash upon delivery.

5. Credit facilities may be arranged in advance at the Companies sole discretion upon acceptable references being supplied but such credit facilities may be withdrawn by the Company at any time.

6. Unless payment in full is received on the due date as hereinbefore determined the Company may refuse to deliver any further goods under the same or any other Contract existing between the parties.

7. If the Company is ready to deliver the goods in accordance with the contractual arrangement and the request is received from the Customer for a delay in delivery of part or all of the goods for any reason whatsoever the Company shall be entitled to invoice the Customer for the full amount for which it is entitled to invoice at such time had no such delay been requested and the full purchase price will become payable as if the goods have been delivered on the date of the invoice. It the Buyer fails to make any payment on the due date, the Seller shall have the right, without prejudice to any other right or remedy available to it, to cancel or suspend any further delivery to the Buyer under any contract, and shall have a lien upon and the right to sell or otherwise dispose of all goods the subject of any contract with the Buyer, whether appropriated thereto or not and to apply the proceeds of sale to the overdue payment.

8. If payment, which is to be made hereunder by the Customer to the Company, is over due then interest will be chargeable thereon as well after as before judgement on a day-to-day basis from time to time until the sum due with interest at 4% above the bank base rate accrued is paid in full.

9. The Customer shall inspect the goods immediately on arrival. Any loss or damage must be noted on the delivery note of the Company and, if appropriate, the consignment note of the haulier. The customer must also submit a written report giving notice to the Company of any matter or thing by reason whereof the Customer alleges that the goods are not in accordance with the Contract. If the Customer shall fail to give such notice or fails to record details of loss, damage or other complaint by annotating the delivery and consignment notes, the delivery shall be deemed to be in all respects in accordance with the Contract and the Buyer shall be bound to accept and pay for the same accordingly and any claim against the Company or its Suppliers will be rendered void.

LATE PAYMENT
10. The seller reserves the right to charge interest at the rate of 2% per month on any sum outstanding from the date due to the date of payment.

RETENTION OF TITLE AND RISK
11. Risk in the goods shall pass to the Customer on delivery.

12. All goods supplied by the Company to the Customer shall remain the sole and absolute property of the Company both in law and equity until the Customer shall have made payment to the Company for all goods supplied under the same Contract.

13. The Customer acknowledges that he is in possession of all goods supplied under the terms of these conditions solely as bailee for the Company until the Customer shall have paid the Company the invoiced prices together with the full price of any goods supplied by the Company to the Customer pursuant to the same Contract.

14. Until such time as in accordance with the above provisions the Customer becomes the owner of the goods, the Customer undertakes to keep the goods on his premises in such a manner that they are readily identifiable as the goods of the Company and further undertakes not to dispose of such goods until such time as the title in the goods passes to the Customer in accordance with the above provisions. The Customer must also indemnify the goods, by insuring them.

15. The Customer¹s rights to possession of the goods shall cease if he does anything, or fails to do anything which entitles a receiver to take possession of any assets or which would entitle any person to present a petition for winding up or if any individual commits an available act of bankruptcy and the Company is authorised in such circumstances to enter upon any premises where the goods are stored or where it is reasonably thought they are stored for the purpose of repossessing the goods.

LIABILITY
16. Any goods sold by the Company to the Customer which falls within EEC Regulations 314385 or 42990 or any other EEC Regulations number that identifies the Companies product will be utilised by the Customer or his/its successor entitle to the goods in accordance with the said EEC provisions and regulations and within such time limit described therein.

17. The Customer agrees to maintain and make available all necessary records required to be kept under the terms of any such EEC Regulations.

18. The Customer agrees and hereby indemnifies the Company against any damages or losses that may arise as a result of the breach of this agreement and will promptly reimburse the Company for any charges levied on them as a result of the Customers non-compliance or his/its successor entitle to the goods within the said EEC Regulations AND FURTHER the Customer will compensate promptly the Company against any monies lost by the Company as a result of the Customer not having complied with the said EEC Regulations.

DELIVERY
19. The goods (unless agreed to the contrary) shall be delivered to such address in the United Kingdom, or elsewhere, as the Customer may specify on the Order Form so far as is reasonably practicable. Any date or time named by the Company for delivery is given and intended as an estimate only and shall not be of the essence for this purpose. The Company shall not be liable to make good any damage or loss whether arising directly or indirectly out of any delay incurred in delivery unless previously agreed in writing.

TRANSPORTATION
20. In the event of any damage or loss signed by the customers on delivery, the liability for goods damaged or loss lies with the transport company to compensate in full.

FORCE MAJEURE
21. In the event of war, invasion, act of foreign enemy, hostilities, civil war, rebellion revolution, insurrection or military or usurped power the Company shall be relieved of any liability incurred under this Contract and under the Order and to the extent to which the fulfilment of such obligation is prevented frustrated or impeded as a consequence of any such event or by statute, rules, regulations, orders or requisitions issued by any Government Department, Council, European Parliament or regulation binding on the Company or from strikes, lock outs, breakdown of plant or any other causes whatsoever beyond the Companies control no liability is accepted by the Company for any direct or indirect loss arising therefrom.

RELEVANT LAW
22. All Contracts for the sale of goods by the Company shall be construed and governed in accordance with the English Law or where European Regulations or Rules supersede such English Laws the latter shall prevail.

CODE OF CONDUCT
23. If any time the Customer purchases goods from the Company with a view to sub-selling the same then such Customer/Distributor of the Company¹s goods shall comply with the rules and regulations in force from time to time of the Company and in particular will not attempt to sub-sell the Company¹s goods to any individual company or firm to whom an existing Customer of the Company is supplying the Company¹s goods. More specifically Customers agree not to attempt to sell the Company¹s goods to any existing Clients receiving the Company¹s goods from other Customers/Distributors of the Company unless authorised to do so by the Company in writing.

24. The Customer/Distributors agree to provide a list of all Clients to whom they sub-sell the Company's goods to enable the above mentioned clause to be monitored by the Company.