Terms & Conditions

Scope

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1.1. The present Standard Sales Terms apply exclusively to orders placed by Professional Customers (hereinafter, the "Customer" or "Customers") with Trading, Training and Consulting Ltd  ( TT&C Ltd) (hereinafter referred to as the "Seller").

The Standard Sales Terms constitute the basis of the commercial negotiation and are systematically sent or given to each Customer to enable him to place an order.

Any Customer order or Seller's offer for the sale of products procured by TT&C Ltd implies the unconditional acceptance by the Customer and his full and unreserved acceptance

of these Standard Sales Terms.

These Standard Sales Terms are sent in their entirety to the Customer at any time upon request to the Buyer’s address or via email, and in particular when submitting the quote. They apply automatically to the said orders in accordance.

1.2. In no case should any Customer’s standard terms, nor any proposal made during negotiation, nor the inspection or the payment of the Products, nor any act or representation capable of being construed as an implied acceptance of the Customer’s standard terms, can be enforced against the Seller.

1.3. The Seller and the Customer (hereinafter together the "Parties" or individually a "Party") consider that the

order or the contract concluded following the communication of these Standard Salles terms and the subsequent information constitute the result of a commercial negotiation conducted in good faith between the Parties. In consideration

of the above, and pursuant to UK Sale and Supply of Goods Act 1994  , the Parties declare that they have had sufficient time for reflection and state that they wish to enter into the terms of the Agreement without delay or reservation in the terms of the contract or order.

Quotations

2.1. Each quotation is valid for a period defined in the offer.

A quotation is accepted by the Seller or his agents at reception of the returned document by courier, fax or acceptance online of the Customer, providing however that any information or document requested by the Seller is actually supplied.

2.2. Unless requested specifically by a Customer, the Products are supplied in compliance with UK regulations applying at the time of the order, including an ordinary packaging. Accordingly, and unless specifically required by a Customer, quoted prices are communicated without taking into account any legal or technical requirement in force in the country of destination, particularly concerning recycling, marking, labelling, safety or any other regulation in force in the Customer’s country.

2.3. All taxes, tariffs, duties, disbursements or expenses of any kind including transport, insurance or clearance costs of Products are apportioned according to the ICC Incoterm 2020. All other costs incurred in the performance of an order not allocated by an Incoterm 2020 or any specific term of an order, shall be borne by the Customer.

In no case should the price include any secret or recipes which are always in the Sellers’ intellectual or industrial property rights, save in case of licensing rights by separate agreement.

Orders

3.1. To be valid, the order must specify, in particular, the quantity, the references of the Products as well as the agreed price, the agreed Incoterm, the payment conditions, the delivery date.

Orders duly completed by Customers are transmitted by fax or electronic means and constitute valid offers. Orders are sent to the Seller’s head office or at the address of the distributors or agents.

3.2. Terms of each order are subject to the prior communication by the Customer of any specification required for the access to the market and the marketing of the Products, including any expressed purpose or legal requirement capable of affecting the access to the market or the compliance of Products in the country where there are due to be inspected. Failure to provide such information shall exclude the Seller’s liability as regard the conformity of the Products.

3.3. Orders may be subject to prerequisites such as, (i) for first orders, the receipt of a full prepayment before shipment, (ii) the receipt of a down payment, (iii) or the notification of a documentary credit according to UCP 600 or a Stand-By letter of credit (LC) according to RPIS98. In default, delivery may be reported accordingly or the invoice adjusted as a result of such delay.

3.4. Each order is subject to the acceptance by the Seller, giving a confirmation by mail, the Customer keeping a proof of receipt. The Seller is entitled to accept all or part of the order.

3.5. Should a modification result in an increase in costs or time, such costs shall be added to the initial price and deadline shall be increase of the same.

3.6. Should an order be cancelled by a Customer, all sums paid to the Seller or interests accrued, shall be retained as part damages for the losses incurred, without prejudice of any other remedy available to the Seller in order to claim the balance of losses actually incurred

Delivery

5.1. Prior to shipment, the Customer shall inform the Seller of any requirement necessary for shipping and clearing the Supplies. All Products are prepared and packed for export shipment in a manner to comply with carrier regulations and prevent damage or deterioration during handling, shipment and indoor storage until destination, providing that the Customer has transmitted all adequate information.

5.2. The Seller undertakes to deliver Products in compliance with the terms of the order. Before shipment, the Seller inspects the Products and supplies certificates necessary for the clearance of Products in the country of destination.

5.3. Deliveries in part are authorized, providing that particular payment conditions negotiated through the banks do not exclude such deliveries.

5.4. Deliveries are made according to ICC Incoterms in their 2020 version.

5.5.   The transfer  of risks over  the Products passes on  delivery,   as defined under   the agreed                                                                                Incoterm,             or

otherwise, to the first transport company.

5.6. Should an Incoterm stipulate that the Products are due to be collected at the Seller’s premises, the Customer shall proceed in compliance with the terms of the notice, or no later than seven (7) calendar days from the Seller’s notice that the Products are at the disposal of the Customer.

5.7. All warehousing charges which are incurred by the Seller as a result of late collection of the Products, due to the Customer or to third parties, are charged to the Customer.