1.DEFINITIONS - In these Terms and Conditions

1.1"Buyer" means the organisation or person who buys or agrees to buy the Goods from the Seller as set out in the ROKiT Spirit Limited Customer Agreement signed by or on behalf of the Buyer.

1.2"Contract" means the contract between the Seller and the Buyer for the sale and purchase of Goods incorporating these Terms and Conditions, and the ROKiT Spirit Limited Customer Agreement signed by or on behalf of the Buyer. If there is any inconsistency between these Terms and Conditions and the ROKiT Spirit Limited Customer Agreement then the ROKiT Spirit Limited Customer Agreement will take precedence.

1.3"Delivery Date" means the date specified in the Order by the Seller when the Goods are expected to be delivered to the Buyer.

1.4"Goods" means the beverages and any other products (including any instalment) that the Buyer agrees to buy from the Seller in accordance with the Contract.

1.5"List Price" means the Price as set out in the list of prices of the Goods maintained by the Seller as amended from time to time.

1.6"Order" means the order placed by the Buyer either verbally or in writing (as the case may be) for the Goods.

1.7"Price" means the price for the Goods excluding VAT (if applicable) and/or any analogous sales tax, carriage, freight, postage, insurance costs and any other applicable costs.

1.8"Seller" means ROKiT Spirit Limited (registered number 07898759) whose registered office is at ROK House, Kingswood Business Park, Holyhead Road, Albrighton, Staffordshire, WV7 3AU.

1.9"Terms and Conditions" means the terms and conditions of sale set out in this document and any special terms and conditions agreed in writing by the Seller and Buyer.

1.10It is expressly understood that the Buyer is not a consumer, as defined by the Unfair Contract Terms Act 1977.

1.11Any reference to a statutory provision shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.

1.12The headings in these Terms and Conditions are for convenience only and shall not affect their interpretation.

2.BASIS OF SALE

2.1These Terms and Conditions shall apply to all Contracts to the exclusion of all other terms and conditions including any terms or conditions that the Buyer may purport to apply under the Order, any confirmation of order or similar document.

2.2Any variation or addition to these Terms and Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Seller and the Buyer. Unless otherwise agreed in writing such variations or additions shall only apply to the particular Contract concerned.

2.3The Seller's employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Seller in writing. In entering into the Contract the Buyer acknowledges that it does not rely on any such representations which are not so confirmed, but nothing in these Terms and Conditions affects the liability of either party for fraudulent misrepresentation.

2.4Any advice or recommendation given by the Seller or its employees or agents to the Buyer or its employees or agents as to the storage, application or use of the Goods which is not confirmed in writing by the Seller is followed or acted upon entirely at the Buyer's own risk, and accordingly the Seller shall not be liable for any such advice or recommendation which is not so confirmed.

2.5Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.

3.ORDERS AND SPECIFICATIONS

3.1All Orders (whether verbal or in writing) shall be deemed to be an offer by the Buyer to purchase Goods pursuant to these Terms and Conditions and the ROKiT Spirit Limited Customer Agreement. Orders shall only become binding on the Seller upon acceptance in writing by the Seller.

3.2The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any Order (including any applicable specification) submitted by the Buyer, and for giving the Seller any necessary information relating to the Goods within a sufficient time to enable the Seller to perform the Contract in accordance with its terms.

3.3The quantity and description of the Goods shall be as set out in the Order.

3.4The Goods shall be required only to conform to the specification in the Order. Photographs are for illustrative purposes only and may not exactly match the product itself.

3.5The Seller reserves the right in its sole and absolute discretion to make changes to the Goods or packaging or both.

3.6No Order which has been notified to the Seller may be cancelled by the Buyer except with the agreement in writing of the Seller and on terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Seller as a result of cancellation.

6.TITLE

6.1The Seller warrants that it has good title to the Goods.

6.2Notwithstanding delivery and the passing of risk in the Goods or any other provision of these Terms and Conditions, title to the Goods shall not pass to the Buyer until the Seller has been paid in full for the Goods and all other Goods agreed to be sold by the Seller to the Buyer for which payment is then due.

6.3Until title to the Goods passes to the Buyer under Clause 6.2, the Buyer shall hold the Goods as the Seller's fiduciary agent and bailee, and shall keep the Goods separate from those of the Buyer and third parties, labelled as property of the Seller and the Buyer must adequately insure or otherwise safeguard the Sellers Goods against theft or damage, however so caused.

6.4Until such time as title to the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold), the Seller may at any time require the Buyer to deliver up the Goods to the Seller and, if the Buyer fails to do so forthwith, enter on any premises of the Buyer or any third party where the Goods are stored and repossess the Goods.

6.5The Buyer shall not pledge or in any way charge by way of security for any indebtedness any of the Goods in which title remains in the Seller, but if the Buyer does so all moneys owing by the Buyer to the Seller shall (without limiting any other right or remedy of the Seller) forthwith become due and payable.

6.6Subject to clause 6.1 all other warranties, conditions or terms whether express or implied by common law or by statute relating to use, quality, and/or fitness for purpose are excluded.

7.REMEDY

7.1Where the Goods are defective, the Seller shall repair, or in its sole discretion, replace defective Goods free of charge provided that the Buyer serves on the Seller written notice specifying the defect within 7 (seven) days of the date of delivery of the Goods.

7.2Any Goods to be repaired or replaced shall be returned to the Seller at the Buyer's expense.

9.FORCE MAJEURE

9.1Save for the Buyer's obligation to make payment for Goods as provided in these Terms and Conditions neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and the party shall be entitled to a reasonable extension of its obligations.

10.SEVERANCE

10.1If any term or provision of these Terms and Conditions is held invalid, illegal or unenforceable for any reason by any Court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Terms and Conditions had been agreed with the invalid illegal or unenforceable provision eliminated.

11.GENERAL

11.1The Contract shall be governed by and construed in accordance with the laws of England and Wales and the parties hereby submit to the exclusive jurisdiction of the Courts of England.

11.2A notice required or permitted to be given by either party to the other under the Contract shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.

11.3No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as waiver of any subsequent breach of the same or any other provision.