1TERMS & CONDITIONS OF LIFE LAB LTD

We are Life Lab Ltd, incorporated and registered in England and Wales with company number 06310918 and ourregistered office is at Unit D Vision Park, Bell Way, Burnley, Lancashire, England, BB12 0AN(LIFE LAB). Our VATnumber isGB 976154979Together, these terms and conditions (Conditions),the Order Formand any other documents referred to in them,set out the basis under which weagree tosupply goodsand/or servicesto you(theCustomer)and,oncethe OrderForm issigned,together form a Contract betweenus(the parties).No other terms are implied by trade, custom,practice or course of dealing.The Contract is the entire agreement between us in relation to its subject matter. You acknowledge that you havenot relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.

AGREED TERMS1

.InterpretationThe following definitions and rules of interpretation apply in theseConditions.1.1Definitions:

Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in Londonare open for business

.Business Hours: the period from 9.00 am to 5.00 pm on any Business Day.

Charges:means the fees payable by the Customer to LIFE LAB for the supply of the Goods and/orServices, as set out in the Order Form.

Commencement Date: has the meaning giveninclause2.2.

Conditions: these terms and conditions as amended from time to time in accordance withclause20.8.

Contract: the contract betweenLIFE LABand the Customer for the supply of Goodsand/or Services inaccordance with these Conditions.

Consultancy Services:the consultation services provided by LIFE LAB to assist the Customer in reachinga determination as to the nature of Goods and/or Serviceswhich it requires.Customer: the person or firm who purchases the Goodsand/or Services fromLIFE LAB

.Customer IPRs:all Intellectual Property Rights of which the Customer is the owner or licensee and whichmay be found in thein the Customer Materials,its logo, or any branded materialsas the case may be andasare disclosed, licensedor provided to LIFE LABpursuant to this agreement.

CustomerMaterials:any artwork or electronic files, packaging, labelling and any other items,formulations,documents or files provided by the Customer to LIFE LAB in relation to which theGoods and/orServicesare to be provided.

Deliverables: theGoods/or other suchdeliverablesand Documentationset out in the OrderFormproduced byLIFE LABfor the Customer, and where the context requires, the consignments of suchdeliverablesordered and suppliedtothe Customer as set out in the OrderForm.

Delivery Location: has the meaning given inclause8.2

.Differentials:has the meaning given in clause7.3 (a).

Documentation:shall mean any documentation provided to the Customer to accompany the Goods and/orthe Deliverables.

Force Majeure Event: has the meaning given to it inclause18.

Goods: themanufacturedand packagedcapsules and/or powder blendsgoods (or any part of them),together with provision of printing and application of labels as agreed,and any Documentationset out inthe Order(or otherwise agreed in writing between the parties).

Goods Specification: any specification for the Goodsin accordance with theProduct Specifications,including any relevant plans or drawings, that is agreed in writing by the Customer andLIFE LAB.

Intellectual Property Rights(IPRs): patents, utility models, rights toinventions, copyright andneighbouring and related rights, moral rights, trade marks and service marks, business names and domainnames, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, 
 
 2rights in designs, rights in computer software,database rights, rights to use, and protect the confidentialityof, confidential information (including know-how and trade secrets), and all other intellectual property rights,in each case whether registered or unregistered and including all applications and rights to apply for andbe granted, renewals or extensions of, and rights to claim priority from, such rights and all similar orequivalent rights or forms of protection which subsist or will subsist now or in the future in any part of theworld.

Improvement:any improvement, development, enhancement, modification or derivative of theGoods, orits design or manufacturing process

LIFE LAB Materials:all materials, equipment, documents and other property of LIFE LABused insupplying the Goods and/or Services under these Conditions

Monthly Minimum Volume Commitments:the agreed minimumvolume of Goods and/or Services thatthe parties agree that the Customer will commit to,foran On-going Order.

Order: the Customer's order for the supply of Goods or Services or Goods and Services, as set outin theOrder Form, and which may be a One-off Order or On-going Order.

Order Form:means the order form inthe agreed form,detailing theProduct Specifications, ServicesSpecification, Customer Materials, Monthly Minimum Volume Commitments (as applicable), Charges andany other applicable information and which incorporates these Conditions.

One-off Order:the Customer’sone-off order for the supply of Goods or Services or Goods and Services,as set out in theOrder Form.

On-going Order(s):the Customer’s on-going Order forMonthlyMinimumVolumeCommitments up to aperiod of 12 months, as set out in theOrder Form

Product Specifications:the agreed formulafor theGoodsfor theagreed term of the Contract, as set outin the Order Form.

Services:the Consultancy Services, encapsulation services, manufacturingand packagingservicesand/or other services, including the Deliverables, supplied by LIFE LAB to the Customer as set out in theOrder Form.

Service Specification:any description or specification for the Services (including any Deliverables),including any relevant plans or drawings, that is provided in writing whether in the Order Form or otherwiseagreed inwriting by the Customer and LIFE LAB

.Websites:the websiteshttps://www.lifelabsupplements.com/andhttps://www.lifelabmanufacturing.com/.

1.2Interpretation:(a)Apersonincludes a natural person, corporate or unincorporated body (whether or not havingseparate legal personality).

(b)A reference to a party includes itspersonal representatives,successors and permitted assigns

(c)A reference tolegislation or a legislative provision is a reference to it as amended or re-enacted.A reference to legislation or a legislative provision includes all subordinate legislation made underthat legislation or legislative provision.

(d)Any words following the termsincluding,include,in particular,for exampleor any similarexpression shall be interpreted as illustrative and shall not limit the sense of the words precedingthose terms.

(e)A reference towritingorwrittenincludes email

2.Basis of contract

2.1The Order constitutes an offer by the Customer to purchase Goodsand/or Services in accordance withthese Conditions

2.2On receipt of the Customer’s Order, the parties will agree theProduct Specification, Goods Specification,and/or Service Specificationand LIFE LAB willdraft the Order Form and issue a quotationin accordancewith clause3.

2.3When the Customer signs the Order Form, LIFE LAB shall send the Customer a sales order and invoice inaccordance with clause 12.The Order shall only be deemed to be accepted whenthe Customerhas both 
 signed the Order Form and has paidany relevant amounts in advance as set out in the Order Formatwhichpoint,and on which date,the Contract shall come into existence (Commencement Date).

2.4Any samples, drawings, descriptive matter or advertising issued byLIFE LABand any descriptions of theGoods or illustrations or descriptions of the Services containedonthe Websitesare issued or published forthe sole purpose of giving an approximate idea of the Goods and Services described in them. They shallnot form part of the Contract nor have any contractual force

2.5These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks toimpose or incorporate, or whichare implied by law, trade custom, practice or course of dealing.

2.6All of these Conditions shall apply to the supply of both Goods and Services except where application toone or the other is specified.

3.Quotations

3.1All quotations provided by LIFE LAB are free and no-obligation

3.2Where and to the extent that the Services are required, the quotation shall contain outline details of:

(a)the Customer’s desired formula, estimated timescales for production based on one of the threefollowing packages:

(i)Package 1–manufacture and bulk packing of capsules or powder blends;

(ii)Package 2–manufacture and bespoke packing of capsules or powder blends in agreedform; or

(iii)Package 3–manufacture and bespoke packing of capsules or powder blends in agreedform together with provision of printing and application of labels in accordance withindustryrequirements.

(b)the Consultancy Services available where and to the extent that the Customer is not certain as tothe nature of its desired formula or what other Goods and/or Services it mayrequire based onone of the three following options:

(i)Option 1–where the Customer has a formulationandrequires the production of a small(24 capsule) sample in advance of purchasing greater quantities;

(ii)Option 2–where the Customer has a formulation inmind but requires both LIFE LAB toassist in finalising it and the production of a small (24 capsule) sample in advance ofpurchasing greater quantities; or

(iii)Option 3–where the Customer does not have a formulation and requires LIFE LAB tocreate one forit and the production of a small (24 capsuleto inlcude3 flavours and 3iterations of each flavour)sample in advance of purchasing greaterquantities.

(iv)Option 4-where requested to do so by the Customer, LIFE LAB may agree an additionalpaid service withthe Customer to advise on compliance of the label layout in the UK andEU by reference to criteria (including but not limited to health claims, layout and display,batch numbers; approved ingredients, etc). LIFE LAB does not provide advice on thecompliance of the underlying product and excludes all liability in relation to the same.

3.3 The Consultancy Servicesprovided by LIFE LAB, whether provided under clause 3.2 (b) or otherwise asagreed by the parties in writing,shall not be construed as legal advicein anyeventand shall not be takenas a substitute for taking advice from any legally qualified or other professional. The Customer agrees thatLIFE LAB shall not be liable to it in any way for any reliance on the Consultancy Servicesand LIFE LABexcludes any and all liabilityon this basis.

3.4The quotation provided excludesshippingcosts, whichwill be provided separately as per theCustomer’srequirements but is£75per palletspacewithin the UK and £7.99 per 25kg box within the UK. Forinternationalshipments these are quoted on an adhoc basis. 
 
3.5Should theCustomer provide the formulation and declinenew product development (NPD)orextendedstability/performance testing, LIFE LABSwe will be unable to guarantee the shelf life or efficacy of theproduct and therefore may limit liability to coreapplicable statutory or regulatory requirements.

3.6LIFE LAB reserves the right to amend the Goods Specificationand/or Services Specificationif required byany applicable statutory or regulatory requirement, and LIFE LAB shall notify the Customer in any suchevent.

3.7LIFE LAB may recommend the addition of functional excipients to ensure product stability, appearance andability for the production machinery to produce theGoods. If theCustomer declines theserecommendations, the Customertakesfull liability fordoing so and understands and accepts that this mayresult in increasedCharges, inabilityfor the Goodsto be manufactured and/or deviation fromanyquotationsgiven.If this happens, LIFE LAB will advise the Customerin advancethat this may be the outcome, andthe Customer further understands and accepts that continuing mayresultadditional charges of £500 perjob,for the machine and cleanroom setup without production being completed.

4.Orders

4.1LIFE LABwill supply and the Customer will purchase such quantities of Goods as the Customer may orderas set out in the OrderForm, inaccordance with these Conditions.

4.2LIFE LAB do not guarantee the prices of any additional orders placed by the Customer outside of what wasagreed in the Order Form, due to not having fixed the raw material prices at the time of the original Order

4.3The Customer shall not beentitled to cancel One-Off Orders,after they have been paid for.

4.4The Customer may cancel On-going Ordersby serving30 days’written notice on LIFE LAB (CancellationNotice).If the Customer cancels On-going Orders,the Customer shall be responsible to pay the Chargesin full for all shipments due to be despatched within the 12 weeks afterservice of the Cancellation Notice.For allremainingshipmentsdue under that On-going Orderthat would have been delivered after12 weeks,LIFE LAB shallinvoice the Customer,and the Customer shallpay, forallthe underlyingassociatedrawmaterialand/or packagingcoststo such order.LIFE LAB reserves the right toalsocharge the Customer asurcharge of up to £350in light of cancellation

4.5On-goingContractOrders

(a)theOrder Form shall set out the agreedMonthly Minimum Volume Commitmentsthat theCustomer shallpurchaseeach month,up to a period of 12 months;

(b)LIFE LAB will confirmtheContractual order in writing, within 2 Business Days of receipt,andspecify an estimated delivery date from receipt of the Order.This is usually 8-12 weeks asstandard but may be longer subject to the Order and whether raw materials are sourcedinternationally or in the UK.

5.Goods

5.1The Goods areasdescribedon the Websites, as modified by any applicableGoods Specification and/orProduct Specifications

5.2The Customer:

(a)shall provide all assistance required by LIFE LAB in connection with the obtaining of anynecessary import licences or permits

(b)shall inform LIFE LAB of all relevantstatutorylaws and regulations affecting the manufacture,sale, packaging and labelling of the Goods(Local Regulations) in force from time to time within 
 any and all territories within which the Goods are to be sold and any prospective changes to suchLocal Regulations; and

(c)warrants to LIFE LAB that the GoodsSpecificationand Customer Materialsprovided by theCustomercomplieswith the Local Regulations in force from time to time.

5.3The Customer shall indemnify LIFE LAB against alllosses (including any direct, indirect or consequentiallosses, loss of profit, business, contract and chance and loss of reputation and goodwill and all interest,penalties and legal costs (calculated on a full indemnity basis) and all other professional costs andexpenses) suffered or incurred by LIFE LAB arising out of or in connection with any claim made againstLIFE LAB for actual or alleged infringement of a third party's intellectual property rights arising out of or inconnection with LIFE LAB's use of the Specification. This clause5.3 shall survive termination of theContract.

5.4The Customer shall indemnify LIFE LAB against alllosses (including any direct, indirect or consequentiallosses, loss of profit, business, contract and chance and loss of reputation and goodwill and all interest,penalties and legal costs (calculated on a full indemnity basis) and all other professional costs andexpenses) suffered or incurred by LIFE LAB arising out of or in connection with any claim made againstLIFE LAB that the Goods do notcomply with the Local Regulationsand/or any applicable laws.

5.5LIFE LAB reserves the right to amend theGoodsSpecification if required by any applicable statutory orregulatory requirement or changes to supply availability or price of materials, and LIFE LAB shall notify theCustomer prior any such event and actions being taken. If unable to reach agreement to meet therequirements LIFE LAB reserves the right toterminate this agreement with immediate effect on writtennotice to the Customer.

5.6Shouldthe Customerwishto amend the Goods Specificationafter the initial formula has already beenagreed, this will be classed asthe start ofnew product development, which will be charged in full at £500at the companies discretion.

6.Customer Materials

6.1As soon as practicable after signing the Order Form, the Customer shall at its own cost provide to LIFELAB such Customer Materialsas set out in the Order Form.

6.2In relation to theCustomer Materials, the Customer warrants and representsthat:

(a)it shall beresponsible for the cost and risk of delivering theCustomer Materialsto LIFE LAB andfor the avoidance of doubt that they shall be deliveredDDP Incoterms (2020) tosuch deliverylocation as is notified to the Customer by LIFE LAB

(b)the risk of damage orloss to the Customer Materials remains with the Customer at all times andthat LIFE LAB shall not be required to insure them for any damage or loss;

(c)the Customer Materials comply with any and all Local Regulationsand applicable laws;

(d)it shall provide anyand all documentation reasonably required by LIFE LAB in connection withtheCustomer Materials,including but not limited to prior notification of incoming materials,Certificates of Analysis, GMO/TSE Statements and Material Safety Data Sheets;(

(e)any such documentation supplied to LIFE LAB in accordance with clause6.2 (d)is true, accurateand complete;

(f)it has fully satisfied itself that LIFE LAB’s performance of the Services shall not have an adverseeffect on the Customer Materials arising out of any chemical reaction, deterioration or perishingand that where and to the extent that this occurs,the Customer furtheragrees that LIFE LAB shallnot be liable to the Customer in any way; and

(g)that it shall cooperate with LIFE LAB and comply with all reasonablerequests that LIFE LAB shallreasonably make in relation to the Customer Materials,as further set out in this clause 6 or asotherwise notifiedby LIFE LAB to the Customerin writing. 
 
 6.3Where and to the extent that the Customer Materials are artwork or electronic files:

(a)the Customer warrants and representsthatsuch Customer Materials are its own IntellectualProperty, that they do not breach the Intellectual Property Rights of any third party and that theiruse is not in contravention of any statutory orregulatory requirements whatsoever;

(b)LIFE LAB reserves the right to refuse the use of such Customer Materials at its absolutediscretion.

(c)If electronic artwork is provided less than 2 weeks prior to the commencement of an order theorder may be withdrawn from the schedule at a charge of £350 and moved to the next availableproduction slot which may be up to 12 weeks from the original date ofproduction.

6.4Where and to the extent that the Customer Materials are packaging, LIFE LAB:

(a)may require any plastic packagingto have anInduction Heat Seal or suitable pressure seal andall required parts for the finished package; and

(b)reserves the right torequire a sample in advance; and

(c)may refuse any packaging at its discretion

6.5Whereand to the extent that the Customer Materials are labels:

(a)LIFE LAB:

(i)requires any labels to be provided on a roll with left edge leading; 76mm core diameterminimum andmaximum roll size 380mm and meet the specification agreed uponacknowledgement of sales order confirmation;

(ii)shall not be liable for any quality of appearance issues where the Customer signs off thefinal proof.For the avoidance of doubt, this does not apply if there are any defects in theprinting process;

(iii)requires no less than a quantity of 110% of labels in comparison to the Deliverables butthis may be higher based on number of units required which will be advised in advance;

(iv)application of the labels may result in damage or loss to the labels for which LIFE LABshall not be responsible;

(v)shall,where itholdsany excess labels following the completion of the Services,at theCustomer’swritten noticewill return these (at the Customer’s cost and risk) orotherwiseat its discretiondestroy the same on a date falling on or about 3 months following thedate of completion of the Services, if no further orders have been agreedandLIFE LABwill notify the Customer in writing in advancethat it intends to dothis.

(b)the Customer warrants and represents that:

(i)the label look, layout, formulation are its own Intellectual Property, that they do not breachthe Intellectual Property Rights of any third party and that their use is not in contraventionof any statutoryor regulatory requirements whatsoever;

(ii)theycomply with any and all Local Regulations and applicable laws.

6.6All CustomerOwnMaterials must be delivered by the date agreed in the Order Form.If LIFE LAB does notreceive theCustomerOwnMaterials2 weeks prior to the commencement of the productionagreed dates,this may resultin changes to the agreed productionstartdatesandalso a delayof up to 12 weeksto thedelivery of the finishedGoods.LIFE LAB may, at its discretion, charge the Customer asurchargeof up to£350for rescheduling.

6.7Ifthe Customer Materials are insufficient or do not meetGoods Specification,LIFE LAB reserves the rightto suspend the Order.At its discretion,LIFE LABmay charge the Customer a surcharge of up to £350where ithas already putanOrderinto production manufacturing facilities,which then has to be suspended.6.8LIFE LAB excludes all liability in relation tothe Goods and/or Services fromits use of any CustomerMaterials in supplying the Goods and/or Services. 
 7.Supply of Services

7.1LIFE LAB shallprovide the Servicesinaccordance withthe Order Formand Services Specification inallmaterial respectandwith good manufacturing practices, andISO 9001 certification, as well asall generallyaccepted industry standardsand practices that are applicable.

7.2LIFE LAB shall use reasonable endeavours to meet any performance dates for the Servicesas set out inthe Order Form, but any such dates shall be estimates only and time shall not be of the essence for theperformance ofthe Services.

7.3LIFE LAB shallmaintain sufficient manufacturing capacity,stocks of raw materials and packaging, andstocks ofGoods as applicable,to enable it to manufacture, pack, supply and meet the Customer'srequirements forthe Goods.

7.4In performingthe Services, LIFE LAB:

(a)shall keep the Customer appraised of any developments and/or differentials from theServicesSpecification, which LIFE LAB did not foresee as at the Commencement Date (Differentials). Inthe event of any Differentials, LIFE LAB shall advise the Customer of any proposed changes inthe cost of providing the Goods and/or Services and provide the opportunity to the Customer asto whether to continue with any such additional costs; and

(b)may, in advance of delivery taking place, require theCustomer to sign any documentationapproving the final form of the Deliverables and packaging following which LIFE LAB shall beunable to make any further amendments.

7.5LIFE LAB reserves the right to amend theServicesSpecification if necessary to complywith any applicablelaw or regulatory requirement, or if the amendment will not materially affect the nature or quality of theServices, and LIFE LAB shall notify the Customer in any such event.

7.6Due to the nature of encapsulation, it is possible that in carrying out the Services there will be a quantitytolerance of +/-10% and in which case, in the event that there is an:

(a)overrun, the Customer shall be provided with the opportunity to purchase any additionalDeliverables at a reduced rate, failing which they will be disposed of within 10 working days; or

(b)underrun, the Customer may either receive a refund of the proportionate amount of the cost paidor a credit to its account relating to such underrun.

7.7LIFE LAB warrants to the Customer that the Servicesprovided to the Customer under these Conditionswill:

(a)be provided using reasonable care and skill;and

(b)be of satisfactory quality (within the meaning of the Sale of Goods Act 1979, as amended).

7.8The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permittedby law, excluded from the agreement.

7.9LIFE LAB shall ensure that the Deliverables are properly packed and secured in a manner to enable themto reach their destination in good condition.

8.Deliveryof Goods

8.1LIFE LABshall ensure that:

(a)each delivery is accompanied by a delivery note which shows the date of the Order, the type andquantity of the Goods (including the code number of the Goods, where applicable)and any otherDeliverables,special storage instructions (if any) and, if the Order is being delivered byinstalments, the outstanding balance of Goods remaining to be delivered; and 
 
 8(b)ifLIFE LABrequires the Customer to return any packaging materials toLIFE LAB, that fact isclearlystated on the delivery note. The Customer shall make any such packaging materialsavailable for collection at such times asLIFE LABshall reasonably request. Returns of packagingmaterials shall be atLIFE LAB’sexpense.

8.2Where the Goods are to be delivered outside of the UK

(a)by shipment,LIFE LABshall deliver theGoodsin accordance withDAP(Incoterms 2020), butsubject to clause 12.1,to thenamed port ofdepartureasset out in the OrderForm(DeliveryLocation) at any time afterLIFE LABnotifies the Customer that theGoodsare ready(usuallywithin one month of the Order);

(b)by air,LIFE LAB shall deliver the Goods in accordance with DDP (Incoterms 2020), but subjectto clause 12.1,and the Customer shall pay thedutiesin full within 5 working days of productionof the commercialinvoice from the transport company.

(c)LIFELAB shall only be responsible for the shipping of the goodsand meeting UK legislation, anycustoms clearance or provision of additional documentation beyond UK requirementsischargeable and will be at the rate of £125 per hour of time unless agreed prior to placement oforder.

8.3 Delivery of the Goodsshall be completed on thearrival of theGoodsat the Delivery Location.Where theGoods are delivered in accordance withclause 8.2, the Customer is responsible for the arrangement ofand the completion oftheunloading oftheGoodsfrom theshipat the Delivery Location.

8.4 Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of theessenceof the contract.LIFE LABshall not be liable for any delay in delivery of the Goods that is causedby a Force Majeure Event or the Customer's failure to provideLIFE LABwith adequate delivery instructionsor any other instructions that are relevant to the supply of the Goods.

8.5 If LIFE LABfails to deliver the Goodsfor longer than 4 weeks after any date set out in the Order Form fordelivery,at its sole discretion it may offer a 10% invoice on the value of that specificinstalment orOne-offOrder, but otherwiseits liability shall be limited to the costs and expenses incurred by the Customer inobtaining replacement goods of similar description and quality in the cheapest market available, less theprice of the Goods.LIFE LABshall have no liability for any failure to deliver the Goods to the extent thatsuch failure is caused by a Force Majeure Event or the Customer's failure to provideLIFE LABwithadequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

8.6If the Customer fails to take delivery of the Goods within5Business Days ofLIFE LABnotifying theCustomer that the Goods are ready, then except where such failure or delay is caused by a Force MajeureEvent or by the Supplier's failure to complywith its obligations under the Contract in respect of the Goods:

(a)delivery of the Goods shall be deemed to have been completed at 9.00 am on thefifthBusinessDay following the day on whichLIFE LABnotified the Customer that the Goods were ready; and

(b)LIFE LABshall store the Goods until actual delivery takesplace andcharge the Customer for allrelated costs and expenses (including insurance)at the rate of £75 perpalletspaceper weekafter the fifth business day.

8.7If ten Business Days after the day on whichLIFE LABnotified the Customer that the Goods were ready fordelivery the Customer has not taken actual delivery of thegoods or provided the necessary information todeliver such goods disposal or saleof part or all of thegoodsmay occur if unable to resolve the matterthereafter

8.8LIFE LABmay deliver the Goods by instalments, which shall be invoiced and paid for separately. Eachinstalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall notentitle the Customer to cancel any other instalment. 
 9

Quality of Goodsand Recalls

9.1Where LIFE LAB have specified the formulationfor the Goods and/or where extended shelf-life testing hasbeen paid for aspart of the Services,LIFE LABwarrants that on delivery, and for a period of 12 monthsfrom the date of delivery (Warranty Period),the Goods shall:

(a)conform in all material respectswiththe Goods Specification;and

(b)be free from material defects in design, material and workmanship.

9.2Subject toclause9.3, if:

(a)the Customer gives notice in writing toLIFE LABduring the Warranty Period within a reasonabletime of discovery that some or all of the Goods do not comply with the warranty set out inclause9.1;

(b)LIFE LABis given a reasonable opportunity of examining such Goods; and

(c)the Customer (if asked to do so byLIFE LAB) returns such Goods toLIFE LAB’splace of businessatLIFELAB’scost,

LIFE LAB shall, at its option, replace the defective Goods or refund the price of the defective Goods in full

9.3LIFE LABshall not be liable for the Goods' failure to comply with the warranty set out inclause9.1if:

(a)the Customer makes any further use of such Goods after giving a notice in accordance withclause9.2;

(b)the defect arises because the Customeror third partyfailed to followLIFE LAB’soral or writteninstructions as to the storageof the Goods or (if there are none) good trade practice regardingthe same;

(c)the defect arises as a result ofLIFE LABfollowing anyformulations,drawing, design orspecification supplied by the Customeror making use of the Customer Materials;

(d)the Goods differ from the Goods Specification as a result of changes made to ensure they complywith applicable statutory or regulatory requirements.

(e)the deterioration ofthe Goodsisdue to formulations chemical interactivitythat is determined notto be caused by defective ingredients or materialsand was not formulated by LIFE LAB

Recalls

9.4If the Customer is the subject of a request, court order or other directive of a governmental or regulatoryauthority to or, acting reasonably, considers it should recall and/or withdraw anyGoodsfrom the market(RecallNotice) it will immediately notifyLIFE LABand attach a copy of the Recall Notice.

9.5The Customer must comply with any Recall Notice and give such assistance as LIFE LAB reasonablyrequiresto recallor withdraw the Goods from the market,and comply with LIFE LAB’s instructions aboutthe process of implementing that recall or withdrawal.

9.6LIFE LAB will be responsible for the costs incurred in relation toanyrecall or withdrawal of the Goods fromthe market, including freight and handling if arecall is required,to the extent thatit is the direct result ofadefectin manufacture ofthe Goods as defined by food safety legislation and any applicable laws, for theavoidance of doubt, 'defect in manufacture' shall mean a failure in the production process that deviatesfrom the agreed Goods Specification due to negligence or error by LIFE LAB.In such circumstances, LIFELABwill upon request, reimburse Customer for all such costs it has incurredand have been approved byLIFE LAB underwriters. In all other circumstances the cost of anyrecall will be borne by the Customer.

9.7Except as provided in thisclause9,LIFE LABshall have no liability to the Customer in respect of the Goods'failure to comply with thewarranty set out inclause9.1.

9.8These Conditions shall apply to any replacement Goods suppliedby LIFE LAB. 
 

10.Title and risk

10.1The risk in the Goods shall pass to the Customer on Delivery. The Customer shall insure any Goods forwhich title has not passed, and LIFE LAB shall not be liable for lossor damage to such Goods after Delivery.

10.2Title to the Goods shall not pass to the Customer until the earlier of:

(a)LIFE LABreceives payment in full (in cleared fundsin the bank account nominated in writing tothe Customer for such purpose) for the Goods andany otherDeliverablesthatLIFE LABhassupplied to the Customerin respect of which payment has become due,in which case title to theGoods shall pass at the time of payment of all such sums; and

(b)the Customer resells the Goods, in which case title to the Goods shall pass to the Customer atthe time specified inclause10.4.

10.3Until title to the Goods has passed to the Customer, the Customer shall:

(a)store the Goods separately from all other goods held by the Customer so that they remain readilyidentifiable as the Supplier's property;

(b)not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;

(c)maintain the Goods in satisfactory condition and keep them insured against all risks for their fullprice on the Supplier's behalf from the date of delivery;

(d)notifyLIFE LABimmediately if it becomes subject to any of the events listed inclause15.2(b)toclause15.2(d);and

(e)giveLIFE LABsuch information asLIFE LABmay reasonably require from time to time relatingto:

(i)the Goods; and

(ii)the ongoing financial position of the Customer

10.4Subject toclause10.5, the Customer may resell or use the Goods in the ordinary course of its business(but not otherwise) beforeLIFE LABreceives payment forthe Goods. However, if the Customer resells theGoods before that time:

(a)it does so as principal and not asLIFE LAB’sagent; and

(b)title to the Goods shall pass fromLIFE LABto the Customer immediately before the time at whichresale by the Customer occurs.

10.5At any time before title to the Goods passes to the Customer,LIFE LABmay:

(a)by notice in writing, terminate the Customer's right underclause10.4to resell the Goods or usethem in the ordinary course of its business; and

(b)require the Customer to deliver up all Goods in its possession that have not been resold, orirrevocably incorporated into another product and if the Customer fails to do so promptly, enterany premises of the Customer or of any third party where the Goods are stored in order to recoverthem.

11.Customer's obligations

11.1The Customer shall:

(a)ensure that the terms of the Order and any information it provides in either or both the ServiceSpecification and the Goods Specification are complete and accurate;(

b)co-operate withLIFE LABin all matters relating to the Services;

(c)provideLIFE LABwith such information and materials asLIFE LABmay reasonably require inorder to supply the Services, and ensure that such information is complete and accurate in allmaterial respects;

(d)obtain and maintain all necessary licences, permissions and consents whichmay be required forthe Services before the date on which the Services are to start;

(e)comply with allapplicable laws, statutes, regulations and codes from time to time in force;

(f)comply with any additional obligations as set out in the Service Specification or the GoodsSpecification or bothor as made known to it in writing by LIFE LAB. 
 

11.2If LIFE LAB’sperformance of any of its obligations under the Contract is prevented or delayed by any actor omission by the Customer or failure by the Customer to performany relevant obligation (CustomerDefault):

(a)without limiting or affecting any other right or remedy available to it,LIFE LABshall have the rightto suspend performance of the Services until the Customer remedies the Customer Default, andto rely on the Customer Default to relieve it from the performance of any of its obligations in eachcase to the extent the Customer Default prevents or delaysLIFE LAB’sperformance of any of itsobligations;

(b)LIFE LABshall not be liable for any costs or losses sustainedor incurred by the Customer arisingdirectly or indirectly from the Supplier's failure or delay to perform any of its obligations as set outin thisclause11.2; and

(c)the Customer shall reimburseLIFE LABon written demand for any costs or losses sustained orincurred byLIFE LABarising directly or indirectly from theCustomer Default.

12.Charges and payment

12.1In consideration of LIFE LAB supplying the Goods and Services, the Customer shall pay the Charges foreach Order as set out in the Order Form. The Charges areinclusiveof all packaging, insurance, andtransport costs, which shall be clearly itemised in the Order Form where known in advance. LIFE LABreserves the right to apply additional one-off charges where applicable, provided that such charges arecommunicated to the Customer in writing prior to being incurred.

12.2LIFE LABreserves the right to:

(a)increase theCharges on an annual basis with effect from each anniversary of theCommencement Date in line with the percentage increase in theRetailPrices Index in thepreceding 12-month period and the first such increase shall take effect on the first anniversary ofthe Commencement Date and shall be based on the latest available figure for the percentageincrease in theRetailPrices Index;

(b)increase the price of the Goods, by giving noticeto the Customer at any time before delivery, toreflect any increase in the cost of the Goods toLIFE LABthat is due to:

(i)aForce Majeure Event (see clause 18) which may include, but is not limited to,foreignexchange fluctuations, increases in taxes andduties, and increases in labour, materialsand other manufacturing costs);

(ii)any request by the Customer to change the delivery date(s), quantities or types of Goodsordered, or the Goods Specificationthat is outside of the original Order Form; or

(iii)any delaycaused by any instructions of the Customer in respect of the Goods or failureof the Customer to giveLIFE LABadequate or accurate information or instructions inrespect of the Goods.

12.3LIFE LABshall invoice the Customerfor each Orderindividually as per the payment termsin section 12.4below unless otherwiseagreed.

12.4The Customer shall pay each invoice submitted byLIFELAB:

(a)One-off Orders:100%pro forma; and

(b)On-going Orders:as set out in the Order Form;and

(c)In full and in clearedfunds to a bank account nominated in writing byLIFE LAB, andtime for payment shall be of the essence of the Contract.Failure to make payments for future agreed orderswithin the specified time frames may result in the cancelation of the order and/or this being replanned inthe schedule which will incur a charge of £500.The materials underpinning the future orders shall alsoremain the liability of the customer for the period of the contracted ordersregardless of the service beingprovided.Such materials will upon payment become the property of the Customer.

12.5All amounts payable by the Customer under the Contract are exclusive of amounts in respect of valueadded tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under 
 the Contract byLIFE LABto the Customer, the Customer shall, on receipt of a valid VAT invoice from theSupplier, pay toLIFE LABsuch additional amounts in respect of VAT as are chargeable on the supply ofthe Services or Goods or both, asapplicable, at the same time as payment is due for the supply of theServices or Goods.

12.6If the Customer fails to make a payment due toLIFE LABunder the Contract by the due date, then, withoutlimitingLIFE LAB’sremedies underclause15, the Customer shall pay interest on the overdue sum fromthe due date until payment of the overdue sum, whether before or after judgment. Interest under thisclause12.6will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4%a year for any period when that base rate is below 0%.

12.7All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction orwithholding (other than any deduction or withholding of tax as required by law).

13.Ownership ofIntellectualPropertyRights

13.1LIFE LABacknowledges that the Customer IPRs are and remain the exclusive property of the Customeror, where applicable, thethird-partylicensor from whom the Customer derives the right to use them.

13.2The Customer acknowledges that all IPRs usedin providing the Servicesthat originate fromLIFE LABshallremain the exclusive property ofLIFE LABor, where applicable, thethird-partylicensor from whomLIFELABderives the right to use them

.13.3The Customer grants toLIFE LABa non-exclusive, non-transferable, royalty-free licenceto use theCustomer IPRs solely for the purpose of performing its obligations under this agreementfor the duration ofthe Contract.

13.4LIFE LABshall provide the Customer with details of anyImprovement which is madeordeveloped oracquired byLIFE LABfrom time to time.All IPRs in respect of such Improvements shall belong to theCustomer.

13.5In relation to the Deliverables:

(a)LIFE LABassigns to the Customer, with full title guarantee and free from allthird-partyrights, allIntellectual Property Rights in the Deliverables;

(b)LIFELABshall obtain waivers of all moral rights in the Deliverables to which any individual is nowor may be at any future time entitled under Chapter IV of Part I of the Copyright Designs andPatents Act 1988 or any similar provisions of law in any jurisdiction; and

(c)LIFE LABshall, promptly at the Customer's request, do (or procure to be done) all such furtheracts and things and the execution of all such other documents as the Customer may from time totime require for the purpose of securing for the Customer all right, title and interest in and to theIntellectual Property Rights assigned to the Customer in accordance with Clause13.5 (a).

13.6The Customer shall indemnifyLIFE LABagainst all liabilities, costs, expenses, damages and losses(including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest,penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costsand expenses) suffered or incurred byLIFE LABarising out of or in connection with any claim made againstLIFE LAB foractual or alleged infringement of a third party's IPRs or moral rights arising out of or inconnection with theuse of the Customer IPRsand/ortheCustomer Materialsaccordance with the terms ofthis agreement 

14.Limitation of liability

14.1References to liability in thisclause14include every kind of liability arising under or in connection with theContract including liability in contract, tort (including negligence), misrepresentation, restitution orotherwise

14.2Nothing in the Contract limits any liability for:

(a)death or personal injury caused by negligence;

(b)fraud or fraudulent misrepresentation;(

c)breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supplyof Goods and Services Act 1982(title and quiet possession);

(d)defective products under the Consumer Protection Act 1987; or

(e)any liability that legally cannot be limited.

14.3Subjectclause14.2and clause 14.4,LIFE LAB’s total liability to the Customer shall not exceed the totalCharges paid or payable under the relevant Order to which the liability relates.

14.4The following types of loss are wholly excluded:

(i)loss of profits;

(ii)loss of sales or business;

(iii)loss of agreements or contracts

;(iv)loss of anticipated savings;

(v)loss of use or corruption of software, data or information;

(vi)loss of or damage to goodwill; and

(vii)indirect or consequential loss.

14.5Theterms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3to5 of the Supply ofGoods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

14.6The Customer shall indemnify LIFE LAB, keep LIFE LAB indemnified and hold LIFE LAB harmless againstany and alllosses suffered or incurred by LIFE LAB arising out of the Customer’s acts or omissions underthe Contract, whether arising in contract, tort (including negligence), breach of statutory duty or otherwiseand including any indirect, special or consequentiallosses, loss of profit, loss of business, loss of chance,loss of contract, loss of goodwill and loss of reputation,

14.7During this agreement andfor a period of one yearafterwards, LIFE LABshall maintain in force insurancepolicies with reputable insurance companies, against all risks that would normally be insured against by aprudent businessperson in connection with the risks associated with this agreement, and produce to theCustomer ondemand full particulars of that insurance and the receipt for the then current premium.

14.8Thisclause14shall survive termination of the Contract.15.

Termination

15.1Without affecting any other right or remedy available to it,LIFE LABmay terminate the Contract by givingtheCustomerparty not lessthan30 days’written notice.This would be extended to 12 weeks should thecustomer have orders already in place in the coming 12 weeks.

15.2Without affecting any other right or remedy available to it, either party may terminate the Contract withimmediate effect by giving written notice to the other party if:

(a)the other party commits a material breach of any term of the Contract and (if such breach isremediable) fails to remedy that breach within a period of5 Business Days’afterreceipt of noticein writing todo so;

(b)the other party takes any step or action in connection with its entering administration, provisionalliquidation or any composition or arrangement with its creditors (other than in relation to a solventrestructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of thecourt, unless for the purpose of a solvent restructuring), having a receiver appointed to any of itsassets or ceasing to carry on businessor, if the step or action is taken in another jurisdiction,inconnection with any analogous procedure in the relevant jurisdiction

(c)the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on allor a substantial part of its business; or

(d)the other party'sfinancial position deteriorates so far as to reasonably justify the opinion that itsability to give effect to the terms of the Contract is in jeopardy.

15.3Without affecting any other right or remedy available to it,LIFELABmay terminate the Contract withimmediate effect by giving written notice to the Customerifthe Customer fails to pay any amount due underthe Contract on the due date for payment.

15.4Notice to terminate by the customer shall be given in writing of at least 12 weeks. Cancelation of the orderwithin this time frame will incur the full charges for the unfulfilled services and the underlying materials ,such materials will transfer to the customers ownership upon payment. The materials underpinning thefuture orders that have been secured against the contractual agreement shall also remain the liability ofthe customer for the period of the contracted orders regardless of the service being provided. Suchmaterials will upon payment become the property of the Customer.

15.5Without affecting any other right or remedy available to it,LIFE LABmayat its sole discretionsuspend thesupply of Services or all further deliveries of Goods under the Contract or any other contract between theCustomer andLIFE LABif the Customer fails to pay any amount due under the Contract on the due datefor payment, the Customer becomes subject to any of the events listed inclause15.2(b)toclause15.2(d),orLIFE LABreasonably believes that the Customer is about to become subject to any of them.

16.Consequences of termination

16.1On termination of the Contract:

(a)the Customer shall immediately pay toLIFE LABall ofLIFE LAB’soutstanding unpaid invoicesand interest and, in respect of Goods and Services supplied but for which no invoice has beensubmitted,LIFE LABshall submit an invoice, which shall be payable by theCustomer immediatelyon receipt;(

b)the Customer shall return any Deliverables or Goods which have not been fully paid for. If theCustomer fails to do so, thenLIFE LABmay enter the Customer's premises and take possessionof them. Until they have been returned, the Customer shall be solely responsible for their safekeeping and will not use them for any purpose not connected with this Contract

16.2Termination or expiry of the Contract shall not affect any rights, remedies, obligations and liabilities of theparties that have accrued up to the date of termination or expiry, including the right to claim damages inrespect of any breach of the Contract which existed at or before the date of termination or expiry.

16.3Any provision of the Contract that expressly or by implication is intended to have effect after termination orexpiry shall continue in full force and effect.

17.Confidentiality

17.1Each party undertakes that it shall not at any time during the Contract, and for a period oftwoyearsaftertermination or expiryof the Contract, disclose to any person any confidential information concerning thebusiness, assets, affairs, customers, clients or suppliers of the other party except as permitted byclause17.2.

17.2Each party may disclose the other party's confidential information:

(a)to its employees, officers,representatives, contractors or subcontracts or advisers who need toknow such information for the purposes of exercising the party's rights or carrying out itsobligations under or in connection with the Contract. Each party shall ensure that its employees,officers, representatives or advisers to whom it discloses the other party's confidential informationcomply with thisclause17; and

(b)as may be required by law, a court of competent jurisdiction or any governmental or regulatoryauthority.

17.3No party shall use any other party's confidential information for any purposeother than to exercise its rightsand perform its obligations under or in connection with the Contract.

18.Force majeure

Neither party shall be in breach of the Contract or otherwise liable for any failure or delay in the performanceof its obligations if such delay or failure results from events, circumstances or causes beyond its reasonablecontrol (aForce Majeure Event). The time for performance of such obligations shall be extendedaccordingly. If the period of delay or non-performance continues for60days,the party not affected mayterminate the Contract by giving30 days’written notice to the affected party.

19.Inspections

19.1If the Customer gives at least14Business Days' written notice toLIFE LAB, the Customer (or itsRepresentatives) may during Business Hours enterLIFE LAB’spremisestoinspect:

(a)the manufacturing facilities;

(b)theraw materials, the packaging and the Goods;

(c)stock levels of raw materials;

(d)LIFE LAB’s records in relation to the Contractonly, andtake copies at the Customer’s cost,forthe purpose ofverifyingLIFE LAB’scompliance with this agreement.

19.2If following an inspection,the Customer reasonably considers that theGoodsare not or are not likely to beas warranted under clause9.1, the Customer will informLIFE LABandLIFE LABwill take any action as isnecessary to ensure that theGoodsare or will be as warranted under clause9.1.

20.General

20.1Assignment and other dealings

(a)LIFE LABmay at any time assign, mortgage, charge, subcontract, delegate, declare a trust overor deal in any other manner with any or all of its rights and obligations under the Contract.

(b)The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trustover or deal in any other manner with any of its rights and obligations under the Contract.

20.2Notices.

(a)Any notice given to a party under or in connection with the Contract shall be in writing and shallbedelivered by hand or by pre-paid first-class post or other next working day delivery service atits registered office (if a company) or its principal place of business (in any other case)or sent byemail.

(b)Any notice shall be deemed to have been received:

(i)if delivered by hand, at the time the notice is left at the proper address;

(ii)if sent by pre-paid first-class post or other next working day delivery service, at 9.00 amon the second Business Day after posting; or

(iii)if sent by email, at the time oftransmission.

(c)Thisclausedoes not apply to the service of any proceedings or other documents in any legalaction or, where applicable, any arbitration or other method of dispute resolution.

20.3Severance.If any provision or part-provision of the Contract isor becomes invalid, illegal or unenforceable,it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract.If any provision or part provision of the Contract is deemed deleted under thisclause20.3the parties shallnegotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves thecommercial result of the original provision.

20.4Waiver.

(a)A waiver of any right or remedy is only effective if given in writing and shall not be deemed awaiver of any subsequent right or remedy.

(b)A delayor failure to exercise, or the single or partial exercise of, any right or remedy shall notwaive that or any other right or remedy, nor shall it prevent or restrict the further exercise of thator any other right or remedy.

20.5No partnership or agency.Nothing in the Contract is intended to, or shall be deemed to, establish anypartnership or joint venture between the parties, constitute either party the agent of the other, or authoriseeither party to make or enter into any commitments for or on behalf ofthe other party.

20.6Entire agreement.

(a)The Contract constitutes the entire agreement between the parties.

(b)Each party acknowledges that in entering into the Contract it does not rely on any statement,representation, assurance or warranty (whether made innocently or negligently) that is not set outin the Contract. Each party agrees that it shall have no claim for innocent or negligentmisrepresentation based on any statement in the Contract.

20.7Third party rights.The Contract does not give rise to any rightsunder the Contracts (Rights of ThirdParties) Act 1999 to enforce any term of the Contract.

20.8Variation.Except as set out in these Conditions, no variation of the Contract shall be effective unless it isagreed in writing and signed by the parties (or theirauthorised representatives).

20.9Governing law.The Contract and any dispute or claim (including non-contractual disputes or claims)arising out of or in connection with it or its subject matter or formation shall be governed by and construedin accordance with the law of England and Wales.

20.10Jurisdiction.Each party irrevocably agrees that the courts of England and Wales shall have exclusivejurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or inconnection with the Contract or its subject matter or formation