Terms and Conditions of Supply

1. DEFINITIONS & INTERPRETATION

1.1 Definitions

In these Terms, the following words and expressions shall have the following meanings: “Acceptance” means Crystalov Ltd’s written acceptance of an Order or, if earlier, the dispatch of the Goods, delivery of the Goods, or receipt of payment (in whole or in part) from the Customer in respect of the Goods. “Alcohol” means alcoholic beverages as defined under the Licensing Act 2003 and any related, amended or successor legislation. “AWRS” means the Alcohol Wholesaler Registration Scheme operated by HM Revenue & Customs.

“Business Day” means a day other than a Saturday, Sunday or public holiday in England on which banks in

London are open for business. “Business Hours” means 9.00 am to 5.00 pm on a Business Day in England. “Competent Authority” means any governmental, regulatory, licensing, tax or enforcement authority, including (without limitation) HM Revenue & Customs and any local licensing authority. “Contract” means the contract for the sale and supply of the Goods formed between Crystalov Ltd and the Customer in accordance with these Terms. “Credit Terms” means any payment terms permitting payment for the Goods other than in advance, which have been expressly approved in writing by Crystalov Ltd. “Crystalov Ltd”, “Crystalov”, “we”, “us”, “our” means Crystalov Ltd. “Customer”, “you”, “your” means any company, partnership, sole trader or other legal entity purchasing the Goods from Crystalov Ltd in the course of its trade, business, craft or profession. “Delivery” means the physical delivery of the Goods to the Delivery Location or, where applicable, the collection of the Goods by or on behalf of the Customer. “Delivery Location” means the address expressly specified in the Order and confirmed by Crystalov Ltd in writing or otherwise recorded in Crystalov Ltd’s order, invoice or delivery documentation for the Delivery of the Goods. “Delivery Note” means any delivery note, proof of delivery, receipt, carrier confirmation, electronic record, photographic or video evidence, or other document evidencing Delivery of the Goods. “Force Majeure Event” means any event or circumstance beyond Crystalov Ltd’s reasonable control, as described in Section 18 (Force Majeure), and interpreted in accordance with that Section. “Goods” means all Alcohol and any other goods supplied by Crystalov Ltd to the Customer under these Terms. “Insolvency Event” means, in relation to the Customer, the occurrence of any of the following events:

• (a) inability to pay debts as they fall due within the meaning of section 123 of the Insolvency Act 1986;
• (b) entry into liquidation, administration or administrative receivership;
• (c) appointment of a receiver, administrator, liquidator or similar officer over any assets;
• (d) any arrangement, compromise or composition with creditors;
• (e) suspension, cessation or threatened cessation of trading; or
• (f) any analogous event under the laws of any applicable jurisdiction.

“Intellectual Property Rights” means all intellectual property rights, including trade marks, trade names, copyrights, logos, designs, goodwill and all related proprietary rights, whether registered or unregistered. “Order” means any order for Goods placed by the Customer, whether orally, in writing, electronically, by email, by purchase order, by invoice request or by any other means accepted by Crystalov Ltd. “Premises Licence” means a valid premises licence issued under the Licensing Act 2003 authorising the sale or supply of alcohol from the relevant licensed premises. “Service Providers” means third party carriers, couriers, freight forwarders, warehouses, logistics operators, bonded warehouses and other subcontractors engaged by Crystalov Ltd in connection with the supply, storage, handling, transport or delivery of the Goods. “Terms” means these Terms & Conditions of Supply as in force on the Effective Date and as amended from time to time in accordance with these Terms. “VAT” means value added tax chargeable in the United Kingdom or any similar replacement or additional tax. “Writing” or “written” has the meaning given in Section 1.2(f).

1.2 Interpretation

In these Terms, unless the context otherwise requires:

• (a) references to statutes or statutory provisions include those statutes or provisions as amended, extended or

re-enacted from time to time and include any subordinate legislation made under them;

• (b) words in the singular include the plural and words in the plural include the singular;
• (c) references to one gender include all genders;
• (d) references to a “person” include a natural person, corporate body, partnership, unincorporated association

or other legal entity;

• (e) references to “including”, “include” or “in particular” are without limitation;
• (f) references to writing or written include email and other electronic communications capable of producing a

permanent record, provided that any variation, waiver or amendment must comply with Section 4.12 and Section 21.3;

• (g) any obligation on a party not to do something includes an obligation not to permit or allow that thing to be

done.

• (h) references to Sections or clauses are to sections or clauses of these Terms.

1.3 Headings

Headings are included for convenience only and shall not affect the interpretation or construction of these Terms.

1.4 Exclusion of Customer’s Terms

These Terms apply to the Contract to the exclusion of any other terms or conditions which the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice, course of dealing or otherwise. Any terms or conditions contained in the Customer’s purchase order, order confirmation, correspondence or other documentation are expressly excluded and shall have no force or effect. No variation, qualification or counter-offer by the Customer shall be effective unless expressly accepted in writing by Crystalov Ltd.

1.5 Amendments to Terms

Crystalov Ltd may amend these Terms from time to time. Any amended Terms shall apply to all Orders accepted on or after the effective date of such amendment.

2. BASIS OF SUPPLY (B2B / ALCOHOL)

2.1 Business-to-business supply only

Crystalov supplies the Goods exclusively to Customers acting in the course of their trade, business, craft or profession. The Customer confirms and warrants that it purchases the Goods solely for business purposes and not for personal, domestic or household use. Any breach of this warranty shall constitute a material breach of the Contract.

2.2 Exclusion of consumer legislation

The Customer acknowledges and agrees that it is not a “consumer” for the purposes of the Consumer Rights Act 2015 or any other consumer protection legislation applicable in England and Wales. The Customer confirms that no part of the Contract constitutes a consumer contract. All statutory rights, remedies, warranties and conditions implied for the benefit of consumers are excluded to the fullest extent permitted by law, and the Customer acknowledges that it shall not assert or rely upon any consumer rights in relation to the Contract. Nothing in this Section 2.2 shall exclude or limit any rights or remedies which cannot lawfully be excluded.

2.3 Alcohol-specific regulated goods

The Goods are alcoholic products supplied strictly for trade purposes. The Customer acknowledges that alcohol is a regulated product and that the purchase, receipt, storage, handling, sale and supply of alcohol must at all times comply fully with all applicable laws, including the Licensing Act 2003 and all subordinate legislation, regulations and statutory guidance, including the Alcohol Wholesaler Registration Scheme (AWRS).

2.4 Duty-paid supply and bonded warehouse clarification

All Goods supplied by Crystalov Ltd under these Terms are supplied strictly on a duty-paid basis, meaning that all applicable UK excise duties have been discharged prior to release for delivery to the Customer. For the avoidance of doubt:

• (a) no Goods shall be released, delivered, made available or transferred to the Customer unless and until all

applicable UK excise duties have been fully accounted for and discharged and any import VAT has been correctly accounted for in accordance with applicable law (including, where applicable, through Postponed VAT Accounting);

• (b) where Goods are physically stored at, handled by, or pass through a bonded warehouse, excise warehouse

or customs-controlled facility, such Goods shall not be supplied, released or transferred to the Customer while under excise duty suspension;

• (c) Goods shall remain under Crystalov Ltd’s control and shall not leave the bonded or customs-controlled

facility for delivery to the Customer unless and until excise duty has been discharged and import formalities have been completed in accordance with law; and

• (d) storage of Goods at a bonded or customs-controlled facility is used solely for logistical or storage purposes

and shall not constitute, and shall not be represented as, a duty-suspended supply to the Customer. The Customer acknowledges and agrees that Crystalov Ltd does not supply Goods under excise duty suspension, deferred duty arrangements or bonded supply to Customers under these Terms.

2.5 No duty-suspended representation

The Customer acknowledges that no arrangement exists between the parties for duty-suspended movement, storage or supply of alcohol. The Customer shall not represent, imply or hold out to any third party that the Goods are supplied, held or moved under any form of duty suspension. Any breach of this clause shall constitute a material breach of the Contract.

2.6 Lawful handling and resale obligation

The Customer is solely responsible for ensuring that it is legally entitled to purchase, receive, store, sell and supply the Goods. The Customer warrants that all onward sales or supplies of the Goods shall be carried out strictly in accordance with all applicable licensing, regulatory and statutory requirements and only from premises authorised under a valid Premises Licence. The Customer shall indemnify Crystalov against all losses, liabilities, penalties, costs and expenses arising from or in connection with any unlawful resale or supply of the Goods, howsoever arising.

2.7 No consumer supply by Crystalov

For the avoidance of doubt, Crystalov does not supply the Goods directly to consumers and does not enter into consumer contracts under these Terms. Nothing in these Terms obliges Crystalov to supply Goods for consumer sale, nor shall these Terms be construed as creating any consumer-facing supply obligation.

2.8 No agency, partnership or authority

Nothing in these Terms creates, or shall be deemed to create, any partnership, joint venture, agency or fiduciary relationship between Crystalov and the Customer. The Customer has no authority to act on behalf of Crystalov or to bind Crystalov in any manner.

2.9 No regulatory or legal advice reliance

The Customer acknowledges that Crystalov does not provide legal, licensing or regulatory advice and confirms that it does not rely, and has not relied, on Crystalov in connection with compliance with any licensing, regulatory or statutory requirements.

2.10 No alteration, relabelling or diversion

The Customer shall not alter, repackage, relabel, tamper with or modify the Goods or their packaging, labelling or presentation in any way. The Customer shall not divert the Goods to unauthorised sales channels or supply the Goods in any manner that would undermine regulatory compliance or lawful distribution. For the purposes of this clause, unauthorised sales channels include any sale, supply or transfer not permitted under applicable licensing, regulatory or statutory requirements. Any breach of this clause shall constitute a material breach of the Contract.

2.11 Regulatory cooperation

The Customer shall cooperate fully with any regulatory, licensing or compliance enquiries relating to the Goods, including providing information reasonably requested by Crystalov or any Competent Authority, promptly and within any reasonable timeframe specified by Crystalov.

2.12 Responsibility following Delivery

Following Delivery, the Customer is solely responsible for the storage, handling, use, resale, transfer, export or disposal of the Goods. To the fullest extent permitted by law, Crystalov shall have no responsibility or liability for any acts or omissions of the Customer in relation to the Goods following Delivery.

2.13 Export and unauthorised movement

The Customer shall not export, transfer or move the Goods outside the United Kingdom without Crystalov’s prior written consent. Any export, transfer or movement outside the United Kingdom without such consent is undertaken entirely at the Customer’s own risk and responsibility and constitutes a material breach of these Terms. Without prejudice to any other rights or remedies, Crystalov may immediately suspend or terminate supply by written notice in accordance with these Terms.

2.14 Fundamental condition and precedence

Compliance with this Section 2 is a fundamental condition of the Contract. Any breach of this Section 2 constitutes a material breach of the Contract. In the event of any inconsistency between this Section 2 and any other provision of these Terms, this Section 2 shall prevail. For the avoidance of doubt, this Section 2 shall prevail over any conflicting provision in these Terms, but shall not override any express provision of a separate Credit Limit & Payment Terms Agreement executed between the parties.

3. CUSTOMER ELIGIBILITY & LICENSING

3.1 Eligibility and lawful authority to trade in Alcohol

The Customer warrants that it is legally entitled to purchase, receive, store, distribute, sell and/or supply Alcohol in the United Kingdom and that it holds and will maintain in force all licences, approvals, registrations and permissions required for its activities and premises, including (as applicable):

• (a) a valid premises licence under the Licensing Act 2003;
• (b) a club premises certificate under the Licensing Act 2003;
• (c) any required personal licence / authorisation arrangements; and/or
• (d) where the Customer carries on wholesaling activities, approval under the Alcohol Wholesaler Registration

Scheme (AWRS). The Customer shall provide copies and details of such licences/approvals on request and shall ensure they remain valid and current.

3.2 Designated Premises Supervisor (DPS) and supervision (where applicable)

Where the Customer operates premises that are required under the Licensing Act 2003 to have a Designated Premises Supervisor, the Customer warrants that such premises have a validly appointed DPS who holds a personal licence and that alcohol-related activities are authorised and supervised in accordance with the Licensing Act 2003. The Customer acknowledges that certain premises types (including members’ clubs and certain community premises) may be subject to different statutory requirements, and the Customer remains solely responsible for ensuring compliance with the requirements applicable to its premises and activities.

3.3 Delivery addresses and authorised premises

Crystalov may refuse delivery to any address where Crystalov reasonably believes that delivery, storage or onward supply of the Goods would be unlawful or non-compliant. The Customer shall ensure that each Delivery Location is lawful and appropriate for the Customer to receive and store Alcohol and shall provide such evidence as Crystalov may reasonably require.

3.4 Duty to notify changes immediately

The Customer shall notify Crystalov immediately and in writing of any change, suspension, variation, review, revocation or expiry affecting:

• (a) any Premises Licence;
• (b) the Designated Premises Supervisor;
• (c) the licensed premises address; or
• (d) the Customer’s legal status or authority to trade in alcohol.

Failure to provide such notification constitutes a material breach of the Contract.

3.5 Right to verify licensing information

Crystalov is entitled at any time, and without limitation, to verify the Customer’s licensing information, including Premises Licences and DPS details, with local licensing authorities, HMRC, police authorities or other Competent Authorities. The Customer authorises Crystalov to carry out such verification and to rely on information obtained from official sources.

3.6 Regulatory and AWRS information

The Customer shall promptly provide, on request, any information, documents or confirmations reasonably required by Crystalov to satisfy its obligations under the Alcohol Wholesaler Registration Scheme (AWRS), licensing laws or any other applicable regulatory or due diligence requirements. Failure to provide such information upon request constitutes a material breach of the Contract and entitles Crystalov to suspend or refuse supply of the Goods immediately and without liability.

3.7 No obligation to supply

The Customer acknowledges that submission or approval of any customer registration, licensing information or due diligence documentation does not create any obligation on Crystalov to supply the Goods. Crystalov retains absolute and unconditional discretion to refuse, suspend or cease supply where licensing, regulatory or compliance requirements are not met or where Crystalov reasonably considers that supply would expose it to regulatory, legal or commercial risk.

3.8 Suspension and refusal of supply

Without prejudice to any other rights or remedies available to Crystalov, Crystalov is entitled to suspend or refuse supply of the Goods immediately, without liability, where:

• (a) any Premises Licence or DPS is invalid, suspended, revoked or under review;
• (b) the Customer fails to provide requested licensing information;
• (c) Crystalov reasonably suspects non-compliance with licensing or regulatory requirements; or
• (d) continued supply would, in Crystalov’s reasonable opinion, present a risk under the Licensing Act 2003,

AWRS or other applicable law.

3.9 Customer responsibility and indemnity

The Customer is solely responsible for ensuring ongoing compliance with all licensing and regulatory requirements relating to alcohol. The Customer shall indemnify Crystalov against all losses, liabilities, penalties, costs and expenses arising out of or in connection with any breach by the Customer of this Section 3, howsoever arising.

3.10 Fundamental condition and material breach

The Customer acknowledges that Crystalov relies on the accuracy and completeness of all licensing and regulatory information provided by the Customer for the purposes of legal and regulatory compliance. Compliance with this Section 3 is a fundamental condition of the Contract. Any breach of this Section 3 constitutes a material breach of the Contract.

3.11 Customer acknowledgement of AWRS status checks

The Customer acknowledges that, where applicable, trade buyers are expected to check a wholesaler’s AWRS approval status before trading and to periodically re-check that approval status. The Customer confirms that it has checked Crystalov’s AWRS approval status and AWRS registration number using HMRC’s AWRS look-up service prior to placing its first Order and shall retain evidence of that check. The Customer shall, on request, provide Crystalov with reasonable evidence of such checks.

3.12 AWRS due diligence, records and audit trail

The Customer acknowledges that Crystalov Ltd is required to operate due diligence procedures and maintain records to comply with AWRS and other regulatory obligations. The Customer shall, upon request, promptly provide Crystalov Ltd with all information and documents reasonably required to support Crystalov Ltd’s due diligence and audit trail, which may include (without limitation) trading addresses, licensing details, ownership/control information, business activity description, payment method confirmations, delivery instructions, and evidence of onward trading channels. Failure to provide such information within a reasonable timeframe constitutes a material breach and entitles Crystalov Ltd to suspend, refuse or terminate supply without liability.

4. FORMATION OF CONTRACT / ACCEPTANCE OF TERMS

4.1 Placement of Orders

Orders for Goods may be placed by the Customer orally, in writing, by email, electronically, by purchase order, by invoice request or by any other means accepted by Crystalov. Any Order constitutes an offer by the Customer to purchase the Goods in accordance with these Terms.

4.2 Quotations and price lists

Any quotation, price list, offer, catalogue or similar document issued by Crystalov is provided for information purposes only and constitutes an invitation to treat. No quotation or price list constitutes an offer capable of acceptance or creates any obligation on Crystalov unless and until Acceptance occurs in accordance with these Terms. Customer Registration, Licensing & Compliance Forms approved by Crystalov Ltd form part of Crystalov Ltd’s contractual and regulatory due diligence process but do not in themselves constitute a contract for the supply of goods.

4.3 No binding contract until Acceptance

No Order shall be binding on Crystalov unless and until Acceptance occurs in accordance with these Terms. Crystalov is under no obligation to accept any Order and may refuse any Order in whole or in part without liability.

4.4 Meaning of Acceptance

For the purposes of this Section 4, “Acceptance” shall occur upon the first to occur of Crystalov’s written acceptance of the Order, dispatch of the Goods, delivery of the Goods, or receipt of payment (in whole or in part) from the Customer.

4.5 Formation of Contract

A legally binding contract for the sale and supply of the Goods (“Contract”) is formed only upon Acceptance. Each Contract is governed exclusively by these Terms to the exclusion of any terms or conditions submitted or purported to apply by the Customer, including any terms contained in purchase orders or other Customer documentation.

4.6 Separate Contracts

Each Order accepted by Crystalov Ltd shall constitute a separate and independent Contract. No termination, cancellation, dispute or invalidity affecting one Contract shall affect any other Contract.

4.7 Crystalov’s right to refuse, limit or partially accept Orders

Without prejudice to any other rights or remedies available to Crystalov, Crystalov reserves the right, at its absolute discretion, to refuse, suspend, cancel, limit or partially accept any Order, including without limitation where:

• (a) the Goods are unavailable or subject to allocation;
• (b) pricing, product or Order details are incorrect or incomplete;
• (c) payment has not been received or approved;
• (d) credit limits are exceeded, withdrawn or not approved;
• (e) licensing, regulatory or compliance requirements are not met; or
• (f) acceptance of the Order would expose Crystalov to legal, regulatory or commercial risk.

Acceptance of part of an Order does not oblige Crystalov to supply the remainder.

4.8 Acceptance of Terms

These Terms apply to all Contracts and all supplies of Goods by Crystalov. The Customer acknowledges and agrees that these Terms are incorporated into each Contract and prevail over any other terms or conditions.

4.9 Deemed acceptance of Terms

The Customer is deemed to have accepted these Terms in full and without qualification upon the first to occur of:

• (a) placing an Order;
• (b) accepting Delivery of the Goods; or
• (c) making any payment in respect of the Goods.

Once Acceptance has occurred and the Contract has been formed in accordance with this Section 4, the Customer acknowledges that these Terms apply to the Contract and that the Customer has had the opportunity to review them prior to placing an Order.

4.10 Errors and corrections

Crystalov reserves the right to correct any clerical, typographical or obvious errors in quotations, price lists, Order confirmations, invoices or other documentation at any time prior to Acceptance or, where necessary, following Acceptance in accordance with applicable law.

4.11 No reliance on representations

The Customer confirms that it has not relied on any statement, representation, assurance or promise made by or on behalf of Crystalov which is not expressly set out in these Terms. No oral or written communications outside these Terms form part of the Contract. Nothing in this clause shall exclude or limit liability for fraud or fraudulent misrepresentation.

4.12 No oral or informal variation

No variation of these Terms or waiver of any right under them shall be effective unless it is expressly agreed in writing, expressly stated to be a variation of these Terms, and signed by an authorised representative of Crystalov. For the avoidance of doubt, no variation or waiver shall be effective if made orally, by email, text message, WhatsApp, course of dealing, conduct, silence or any other informal means.

4.13 Silence, conduct and prior dealings

Silence, failure to object, prior dealings, delivery of Goods, or any conduct of the parties shall not constitute Acceptance of an Order or any variation of these Terms unless Acceptance occurs strictly in accordance with this Section 4. For the avoidance of doubt, the formation of any Contract shall be governed exclusively by this Section 4.

4.14 Absolute exclusion of consignment, sale-or-return and deferred sale

For the avoidance of doubt, Crystalov Ltd does not and shall not supply Goods on a consignment, sale-orreturn, agency, bailment, stock-on-loan, conditional sale or deferred sale basis under any circumstances. No delivery, possession, storage or holding of the Goods by the Customer shall constitute, or be treated as, a consignment arrangement, sale-or-return arrangement, bailment or deferred sale, whether expressly, impliedly, by conduct, by correspondence or otherwise. All supplies of Goods by Crystalov Ltd constitute completed sales governed exclusively by these Terms & Conditions, subject only to any separately agreed credit payment deferral under Section 6. For the avoidance of doubt, any credit period granted relates solely to the timing of payment and does not affect the time of sale, transfer of risk, or the nature of the supply as a completed sale.

5. PRICES & VAT

5.1 Prices as notified

The prices payable for the Goods shall be the prices notified by Crystalov to the Customer at the time of Acceptance. Unless expressly agreed otherwise in writing by Crystalov, all prices are quoted in pounds sterling

(GBP).

5.2 Prices exclusive of VAT and other charges

All prices quoted by Crystalov are exclusive of value added tax (“VAT”) and any other applicable taxes, duties or charges, unless expressly stated otherwise in writing. VAT shall be charged in addition to the prices quoted and shall be shown on the invoice at the rate applicable at the tax point in accordance with applicable VAT legislation.

5.3 Right to change prices prior to Acceptance

Crystalov reserves the right to amend, withdraw or revise prices, price lists or quotations at any time prior to Acceptance. Any change to price prior to Acceptance shall not give rise to any liability on the part of Crystalov.

5.4 Price fixation upon Acceptance

Once Acceptance has occurred, the price of the Goods forming the Contract shall be fixed and shall not be varied by Crystalov in respect of that Contract, save where required by law or expressly agreed in writing by Crystalov.

5.5 Statutory and regulatory changes

Crystalov reserves the right to adjust the price of the Goods after Acceptance to reflect any change in applicable law, regulation, tax, duty, levy or governmental charge (including excise duty or VAT) which takes effect after Acceptance and affects the cost of supplying the Goods. Payment shall not constitute a waiver of any rights of Crystalov under these Terms.

5.6 Effect of payment

Where the Customer has made payment following Acceptance, the price paid in respect of the relevant Goods shall be final and binding, subject only to correction of clerical or obvious errors in accordance with these Terms.

5.7 No retrospective price adjustment

The Customer acknowledges and agrees that no retrospective price adjustment, rebate, discount or allowance shall apply unless expressly agreed in writing by Crystalov.

5.8 Pricing errors

In the event of any clerical, typographical or obvious error in any quotation, price list, Order confirmation or invoice, Crystalov reserves the right to correct such error and notify the Customer accordingly. Where an error is identified prior to Acceptance, Crystalov may withdraw or amend the affected price without liability. Where an error is identified following Acceptance, Crystalov may correct such error and notify the Customer accordingly, subject to applicable law.

5.9 No set-off or deduction

Section 6.12 (No set-off or withholding) applies to all amounts due under the Contract.

5.10 VAT information and invoicing accuracy

The Customer shall provide Crystalov with accurate invoicing details, including its legal name, registered address and VAT registration number (where applicable). The Customer warrants that all VAT information provided is complete and accurate. If the Customer provides incorrect VAT information or fails to provide required information, Crystalov may issue corrected invoices and may charge VAT at the applicable rate. The Customer shall indemnify Crystalov for any VAT, interest, penalties, costs or expenses incurred by Crystalov arising from inaccurate or incomplete information provided by the Customer.

5.11 VAT invoices and tax point

The Customer acknowledges that, for VAT purposes, the time of supply (tax point) may be created by the basic tax point and/or by the issue of a VAT invoice within the period permitted by law, and/or by receipt of payment, in accordance with applicable UK VAT legislation and HMRC guidance.

5.12 Pro-forma invoices

Any pro-forma invoice issued by Crystalov Ltd is issued for payment request and information purposes only, is not a VAT invoice, and does not of itself create a right to deduct input tax. A VAT invoice will be issued in accordance with applicable VAT rules and Crystalov Ltd’s invoicing process.

5.13 Customer cooperation and invoice corrections

The Customer shall promptly notify Crystalov Ltd of any error in its invoicing details. Crystalov Ltd may issue corrected invoices and/or credit notes where required for VAT compliance. The Customer shall provide all information reasonably required by Crystalov Ltd to support VAT compliance and audit trail.

6. PAYMENT & CREDIT TERMS

6.1 Default payment terms

Unless expressly agreed otherwise in writing by Crystalov Ltd, payment for all Goods shall be made in full in advance of Delivery. Where a valid and current Credit Limit & Payment Terms Agreement applies, payment shall be made strictly in accordance with that agreement and the due date stated on the invoice, and not in advance. Crystalov Ltd shall be under no obligation to dispatch or deliver the Goods until payment has been received in cleared funds or credit has been expressly approved in accordance with this Section 6. Late payment interest, statutory compensation and recovery costs shall apply in accordance with these Terms. Payment in accordance with this Section 6 is a condition precedent to Delivery.

6.2 Method and timing of payment

Payment shall be made in pounds sterling (GBP) by bank transfer or by such other method as Crystalov Ltd may approve in writing. Payment shall be made by the due date stated on the invoice or, where no due date is stated, immediately upon issue of the invoice. Time for payment is of the essence.

6.3 Credit terms – express approval only

Any credit terms are granted solely at the absolute discretion of Crystalov Ltd and must be expressly approved in writing by an authorised representative of Crystalov Ltd. No credit terms shall apply unless and until such written approval has been given. The absence of prepayment on any occasion shall not constitute approval of credit terms or create any ongoing right to credit.

6.4 Credit limits

Where credit terms are approved, Crystalov Ltd may set a credit limit applicable to the Customer. The Customer shall not exceed the approved credit limit at any time. Crystalov Ltd is under no obligation to accept Orders or supply Goods where acceptance would cause the credit limit to be exceeded. Any supply of Goods in excess of a stated credit limit shall not constitute a waiver of that limit or approval of increased credit exposure.

6.5 Right to vary or withdraw credit

Crystalov Ltd reserves the right to vary, reduce, suspend or withdraw any credit terms or credit limit at any time, with immediate effect and without prior notice, acting in good faith. Withdrawal or variation of credit terms shall not give rise to any liability on the part of Crystalov Ltd.

6.6 Credit withdrawal does not waive debt

The withdrawal, suspension or variation of credit terms shall not constitute a waiver, release or compromise of any existing or accrued debt. All sums outstanding at the time of withdrawal shall remain immediately due and payable in accordance with these Terms.

6.7 Payment under credit terms

Where credit terms apply, payment shall be made in full by the due date stated on the invoice. Payment under credit terms constitutes a deferral of payment only and does not defer, suspend or alter the time at which a sale occurs.

6.8 Credit not a deferred sale

For the avoidance of doubt, any credit period granted constitutes a payment deferral only and does not create, and shall not be construed as creating, any deferred sale, conditional sale, sale-or-return, bailment or consignment arrangement. Title, risk and payment obligations remain governed exclusively by these Terms.

6.9 Late payment – statutory rights

Without prejudice to any other rights or remedies, and where applicable and not superseded by an expressly agreed contractual interest regime in a separate Credit Limit & Payment Terms Agreement, Crystalov Ltd reserves the right to claim statutory interest and compensation in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. Where any sum due is not paid on or before the due date, Crystalov Ltd shall be entitled to:

• (a) statutory interest at 8% per annum above the Bank of England base rate, accruing daily;
• (b) fixed statutory compensation (£40, £70 or £100 per invoice, as applicable); and
• (c) recovery of all reasonable costs and expenses incurred in recovering the overdue amount, including legal

and administrative costs exceeding the fixed compensation.

6.10 Suspension of supply

Crystalov Ltd reserves the right to suspend or cancel Delivery of the Goods or any further Orders immediately, without liability, where:

• (a) any payment is overdue; or
• (b) Crystalov Ltd reasonably considers that the Customer may be unable to meet its payment obligations.

6.11 Acceleration of payment

If any sum due is not paid on the due date, all outstanding sums owed by the Customer to Crystalov Ltd, whether under the Contract or otherwise, shall become immediately due and payable on demand.

6.12 No set-off or withholding

The Customer shall pay all sums due in full and in cleared funds, without any set-off, counterclaim, deduction or withholding of any kind, except as required by law. The Customer shall not withhold payment of any invoice by reason of any dispute, claim or alleged breach.

6.13 Recovery and enforcement costs

Without prejudice to statutory rights, the Customer shall indemnify Crystalov Ltd for all reasonable costs and expenses incurred in the recovery or enforcement of any sums due, including legal fees, court fees, enforcement agent fees, tracing costs and internal administrative costs. All such costs shall be payable on demand and treated as a debt due.

6.14 Crystalov Ltd set-off rights

Crystalov Ltd may at any time set off any credit, rebate, refund or overpayment due to the Customer against any sums owed by the Customer, whether arising under the Contract or otherwise.

6.15 Separate Credit Limit & Payment Terms Agreement

Where Crystalov Ltd agrees to supply Goods on credit, such credit shall be governed exclusively by a separate Credit Limit & Payment Terms Agreement executed by Crystalov Ltd and the Customer. In the event of any inconsistency, the Credit Limit & Payment Terms Agreement shall prevail solely in respect of credit limits, payment periods, security (if any) and credit control rights. For the avoidance of doubt, no Credit Limit & Payment Terms Agreement shall create or be construed as creating any consignment, sale-or-return, deferred sale or buy-back arrangement.

7. DELIVERY & COLLECTION

7.1 Delivery or Customer Collection

Delivery of the Goods shall be made either:

• (a) by Crystalov Ltd delivering the Goods to the Delivery Location; or
• (b) by the Customer collecting the Goods, or arranging collection, from a location specified by Crystalov Ltd.

The method of delivery or collection shall be determined by Crystalov Ltd or as otherwise expressly agreed in writing.

7.2 Estimated delivery dates only

Any delivery or collection dates or times provided by Crystalov Ltd are estimates only and are not guaranteed. The Customer acknowledges that delivery dates may be affected by availability of Goods, transport conditions, third-party carriers, force majeure events or other factors outside the reasonable control of Crystalov Ltd. Any delay caused by a Force Majeure Event shall be subject to Section 18 (Force Majeure).

7.3 Time not of the essence

Time for delivery or collection of the Goods is not of the essence of the Contract. Failure to deliver the Goods by any estimated date shall not constitute a breach of the Contract and shall not entitle the Customer to cancel the Order, reject the Goods, withhold payment or claim damages.

7.4 Partial deliveries

Crystalov Ltd may deliver the Goods in instalments. Each instalment shall constitute a separate delivery and shall be invoiced and paid for in accordance with these Terms. Any delay or defect in an instalment shall not entitle the Customer to cancel any other instalment or the Contract as a whole.

7.5 Delivery by third-party carriers

Where delivery is carried out by a third-party carrier appointed by Crystalov, delivery shall be deemed completed, and risk shall pass, upon delivery of the Goods to the Delivery Location in accordance with Section 7.6(a). Where the Customer appoints or arranges its own carrier or collection, delivery shall be deemed completed, and risk shall pass, upon handover of the Goods to the Customer or the Customer’s carrier in accordance with Section 7.6(b).

7.6 Risk

Risk of loss of or damage to the Goods shall pass to the Customer:

• (a) where Crystalov delivers the Goods (including via a carrier appointed by Crystalov), upon delivery of the

Goods to the Delivery Location; or

• (b) where the Customer collects the Goods or arranges collection or carriage, upon handover of the Goods to

the Customer or the Customer’s carrier.

7.7 Title to Goods

Title to and ownership of the Goods shall pass in accordance with Section 8 (Title & Retention of Title).

7.8 Delivery completion and proof

Delivery shall be deemed completed upon signature of a delivery note, electronic proof of delivery, carrier record, photographic or video evidence, or other objectively reasonable evidence of handover or delivery, in each case retained by Crystalov Ltd in its records.

7.9 Photographic and video evidence

Crystalov Ltd may take photographs and/or video recordings of the Goods at the point of dispatch, during loading, and/or at the point of delivery or handover for the purposes of evidencing the condition, quantity and delivery of the Goods. Such evidence may be relied upon by Crystalov Ltd as proof of delivery and condition of the Goods in the event of any dispute.

7.10 Customer responsibilities on delivery

The Customer shall:

• (a) ensure that the Delivery Location is accessible and suitable for delivery;
• (b) ensure that authorised personnel are available to accept delivery or collection;
• (c) provide adequate access and unloading facilities unless otherwise agreed in writing; and
• (d) inspect the Goods immediately upon delivery or collection.

Failure to comply with this Section shall not affect the passing of risk.

7.11 Failed or delayed delivery due to Customer

Where delivery or collection is delayed or fails due to the Customer’s acts or omissions (including failure to accept delivery, incorrect address, lack of access or inadequate unloading facilities), Crystalov Ltd may:

• (a) store the Goods at the Customer’s risk and expense;
• (b) charge reasonable storage, handling and redelivery costs; and/or
• (c) treat delivery as completed for the purposes of risk and payment.

For the avoidance of doubt, such treatment shall not affect Crystalov Ltd’s right to payment in full.

7.12 Initial damage recording

Any damage to the Goods which is visible upon delivery or collection must be recorded on the delivery note (or equivalent proof of delivery) at the time of delivery or collection and supported by photographic or video evidence. Failure to record visible damage in accordance with this clause shall be strong evidence that the Goods were delivered in good condition, save where the Customer can prove otherwise by clear contemporaneous photographic or video evidence.

7.13 No liability for delivery delays

To the fullest extent permitted by law, Crystalov Ltd shall not be liable for any loss, cost, damage or expense arising from delay in delivery or collection of the Goods, howsoever caused.

8. TITLE & RETENTION OF TITLE (ROT)

8.1 Retention of title

Legal and beneficial title to the Goods shall remain with Crystalov Ltd at all times until Crystalov Ltd has received payment in full and in cleared funds for the Goods and for all other sums owing by the Customer to Crystalov Ltd on any account, including (without limitation) any sums due under any other contract between the parties.

8.2 Risk unaffected by retention of title

Risk in the Goods shall pass in accordance with Section 7. Retention of title under this Section 8 does not affect the passing of risk to the Customer.

8.3 Goods held pending payment (custody only)

Until title to the Goods has passed to the Customer, the Customer shall hold the Goods in its possession solely for custody pending payment and shall keep the Goods safe, protected and insured against loss or damage to a level appropriate to the nature and value of the Goods. Such possession is limited strictly to custody pending payment and shall not create, and shall not be construed as creating, any bailment, fiduciary duty, agency, partnership, trust, consignment, sale-or-return or similar relationship of any kind in respect of the Goods, save that Section 8.5 applies to proceeds of any permitted resale.

8.4 Storage and identification

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

• (a) store the Goods separately from all other goods so that they remain readily identifiable as the property of

Crystalov Ltd;

• (b) not remove, deface or obscure any identifying marks, packaging or labelling on or relating to the Goods; and
• (c) maintain adequate records to identify the Goods as belonging to Crystalov Ltd.

8.5 Permitted resale in ordinary course of business and proceeds

If the Customer resells the Goods before title has passed, the Customer shall:

• (a) keep accurate records of such resale and the proceeds received; and
• (b) upon request, promptly account to Crystalov Ltd for the proceeds of sale up to the amount outstanding to

Crystalov Ltd in respect of the Goods.

• (c) for the avoidance of doubt, any resale by the Customer prior to payment in full occurs solely as a completed

onward sale by the Customer, and does not create, evidence or imply any consignment, agency or trust relationship between the parties. The Customer acknowledges that this clause is intended to create an accounting and payment obligation only and does not purport to create a trust, charge or security interest.

8.6 Right of entry and recovery

If payment for the Goods is overdue or Crystalov Ltd reasonably believes that the Customer has breached or may breach this Section 8, Crystalov Ltd may, without prejudice to any other rights or remedies:

• (a) enter, at reasonable times and in accordance with applicable law, any premises where the Goods are stored

(or reasonably believed to be stored);

• (b) require the Customer to grant access to such premises; and
• (c) recover possession of the Goods.

The Customer shall cooperate fully and shall indemnify Crystalov Ltd against all costs, expenses and liabilities incurred in exercising such rights.

8.7 Insolvency

If the Customer becomes subject to an Insolvency Event, Crystalov Ltd may immediately require the return of all Goods to which title has not passed. The Customer’s right to possession of the Goods shall cease automatically upon the occurrence of such Insolvency Event, without the need for any notice.

8.8 No waiver

Crystalov Ltd’s rights under this Section 8 shall not be affected by any delay, indulgence or failure to exercise any right or remedy, nor by any partial payment.

8.9 Cumulative rights

Crystalov Ltd’s rights under this Section 8 are cumulative and do not exclude or limit any other rights or remedies available at law or in equity.

9. MINIMUM ORDERS & PACKAGING

9.1 Case definition

For the purposes of these Terms, a “Case” means the standard wholesale packaging unit for the relevant Goods as determined by Crystalov Ltd, which may vary by product and may consist of such number of bottles, cans or units as notified by Crystalov Ltd from time to time. The Customer acknowledges that individual units may not be supplied unless expressly agreed in writing by Crystalov Ltd. For the purposes of this Section 9, minimum order quantities and packaging requirements shall be valid and binding where notified in writing in accordance with Section 1.2(f) (Interpretation of “writing”) and Section 32 (Electronic Communications & Electronic Signatures). The composition of a Case shall be conclusively determined by Crystalov Ltd’s price list, specification, invoice or delivery documentation applicable at the time of Acceptance.

9.2 Minimum order quantities

All Orders are subject to minimum order quantities as notified by Crystalov Ltd from time to time, whether per product, per case, per delivery or per Order. Crystalov Ltd shall be under no obligation to accept any Order which does not meet the applicable minimum order quantity.

9.3 Notification of minimums

Minimum order quantities and packaging requirements may be notified by Crystalov Ltd by price list, quotation, order confirmation, invoice, delivery documentation or other written communication. In the absence of express confirmation to the contrary, the minimum order quantities notified at the time of Acceptance shall apply.

9.4 Right to vary minimum order quantities and packaging

Crystalov Ltd reserves the right to vary minimum order quantities, case configurations and packaging requirements at any time prior to Acceptance of an Order, including for reasons of stock availability, logistics efficiency, transport costs or operational requirements. Any such variation shall not affect Orders already accepted by Crystalov Ltd.

9.5 No obligation to supply partial cases or split packaging

Unless expressly agreed in writing, Crystalov Ltd shall have no obligation to supply split cases, mixed cases or partial packaging units. Where Crystalov Ltd agrees to supply split or mixed cases, such supply shall be subject to additional charges and conditions as notified at the time of Acceptance.

9.6 Operational flexibility

The Customer acknowledges that minimum order quantities and packaging requirements are operational in nature and may be applied to ensure efficient storage, handling and transportation of the Goods. Failure by Crystalov Ltd to enforce any minimum order quantity or packaging requirement on any occasion shall not constitute a waiver of its right to enforce such requirements on any other occasion.

9.7 Product specification changes and substitutions

Crystalov may, prior to Acceptance, change product specifications, packaging, case configuration, labelling or presentation to reflect supplier/manufacturer changes or regulatory requirements. Where reasonably necessary, Crystalov may supply a commercially equivalent substitute product only with the Customer’s prior written agreement. Any images, marketing materials or descriptions are for illustrative purposes only.

9.8 Samples

Crystalov Ltd may, at its discretion, supply samples of Goods in non-standard quantities for evaluation purposes only. Such samples constitute a completed sale unless expressly agreed otherwise in writing and are subject to these Terms.

10. RETURNS, SHORTAGES & CLAIMS

10.1 No sale-or-return

All sales are final. The Goods are not supplied on a sale-or-return, consignment or similar basis. Except as expressly provided in this Section 10, the Customer has no right to return the Goods, cancel the Order, reject the Goods or claim any refund or credit. Nothing in this Section excludes or limits any statutory rights or remedies which cannot lawfully be excluded.

10.2 Inspection on delivery

The Customer shall inspect the Goods immediately upon delivery or collection. Failure to inspect the Goods in accordance with this Section shall constitute acceptance of the Goods for the purposes of these Terms and the claims process in this Section 10, without prejudice to any statutory rights or remedies which cannot lawfully be excluded or limited.

10.3 Claims for shortages

Any claim for missing items, shortages or incorrect quantities must be notified to Crystalov Ltd within 48 hours of delivery or collection. Claims notified outside this period shall not be accepted.

10.4 Claims for visible damage

Any claim for damage which is visible upon delivery or collection must:

• (a) be recorded at the time of delivery or collection; and
• (b) be notified to Crystalov Ltd within 48 hours of delivery or collection.

Failure to comply with this Section constitutes acceptance of the Goods as delivered and a waiver of any such claim.

10.5 Claims for concealed damage or defect

Any claim for concealed damage or defect not reasonably apparent upon delivery must be notified to Crystalov Ltd within 5 Business Days of delivery. Claims notified after this period shall not be accepted.

10.6 Evidence requirements

All claims under this Section 10 must be supported by clear photographic and/or video evidence, including evidence of:

• (a) the condition of the Goods;
• (b) the external and internal packaging; and
• (c) any relevant pallet, case or delivery identification.

Failure to provide such evidence within the applicable time limits shall result in the claim being rejected.

10.7 No use or disposal of disputed Goods

The Customer shall not use, sell, dispose of, alter or further handle any Goods which are the subject of a claim without Crystalov Ltd’s prior written consent. Any use or disposal of disputed Goods shall constitute acceptance of the Goods and a waiver of the claim.

10.8 No returns of opened or damaged cases

Crystalov Ltd shall not accept returns of:

• (a) opened cases;
• (b) partially used Goods;
• (c) Goods damaged after delivery; or
• (d) Goods returned without Crystalov Ltd’s prior written authorisation.

10.9 Remedies

If a claim is accepted by Crystalov Ltd, Crystalov Ltd may, at its sole discretion, provide one of the following remedies:

• (a) replacement of the affected Goods; or
• (b) issue of a credit note.

Cash refunds shall not be given.

10.10 No set-off or withholding

Section 6.12 (No set-off or withholding) applies in full. Any claim or dispute does not suspend or reduce the Customer’s payment obligations.

10.11 Exclusions

Crystalov Ltd shall have no liability for any claim arising from:

• (a) improper storage, handling or transport of the Goods after delivery;
• (b) failure to comply with licensing, storage or handling requirements;
• (c) normal wear and tear;
• (d) expiry, slow sales or commercial performance; or
• (e) damage caused by third parties after delivery.

10.12 Relationship with delivery, risk and title

This Section 10 operates in conjunction with: Section 7 (Delivery & Risk), under which risk passes on delivery or handover; and Section 8 (Title & Retention of Title), which governs ownership pending payment. Nothing in this Section 10 affects the passing of risk or the retention of title as provided elsewhere in these Terms. For the avoidance of doubt, this Section 10 forms an integral part of the Contract and applies in addition to, and without limitation of, the provisions relating to delivery, risk, title, payment obligations and liability set out elsewhere in these Terms.

10.13 Claims submission requirements

All claims must be submitted in writing by email to the address notified by Crystalov for claims handling and must include:

• (a) the invoice number;
• (b) delivery note / proof of delivery reference;
• (c) clear photographic and/or video evidence as required by Section 10.6; and
• (d) a description of the issue and quantities affected.

Crystalov may reject any claim that does not comply with this clause.

11. PRODUCT RECALL, WITHDRAWAL & TRACEABILITY

11.1 Right to require recall, withdrawal or quarantine

If Crystalov Ltd reasonably considers that any Goods may be unsafe, non-compliant, defective, subject to recall, withdrawal, suspension, restriction or investigation by any Competent Authority, or otherwise pose a regulatory, legal or reputational risk, Crystalov Ltd may at any time require the Customer, with immediate effect and without prejudice to the Customer’s ongoing payment obligations under the Contract, to:

• (a) cease sale and supply of the affected Goods;
• (b) quarantine and securely store the affected Goods;
• (c) withdraw the affected Goods from sale or distribution; and/or
• (d) make the affected Goods available for collection, return or destruction as directed by Crystalov Ltd.

11.2 Customer cooperation and traceability obligations

The Customer shall fully and promptly cooperate with any recall, withdrawal or traceability exercise and shall, upon request, provide complete and accurate traceability information, including (without limitation) quantities received, quantities sold, dates of sale and the identity of purchasers or recipients. The Customer shall provide such traceability information in writing within five (5) Business Days of request (or sooner where required by a Competent Authority), in a complete and usable format, and shall retain relevant records for such minimum period as required by applicable law and regulatory guidance.

11.3 Allocation of costs and expenses

Unless the recall or withdrawal arises directly and solely from Crystalov Ltd’s breach of these Terms, the Customer shall bear its own costs and expenses incurred at retail or operational level in connection with any recall or withdrawal, including staff time, communications with customers and loss of sales.

11.4 Material breach

Failure by the Customer to comply with this Section 11 constitutes a material breach of the Contract.

12. CUSTOMER OBLIGATIONS & INDEMNITY

12.1 General compliance obligation

The Customer shall at all times strictly comply with, and shall be solely responsible for compliance with, all applicable laws, regulations, codes of practice and statutory requirements relating to the purchase, receipt, storage, handling, sale, supply, marketing and disposal of the Goods, including (without limitation) the Licensing Act 2003, AWRS requirements, health and safety legislation and all applicable tax and regulatory obligations.

12.2 Lawful resale and supply only

The Customer shall ensure that all onward sales or supplies of the Goods are lawful and carried out strictly in accordance with all applicable licensing and regulatory requirements. The Customer shall not sell, supply, transfer or otherwise make the Goods available:

• (a) to any unauthorised purchaser;
• (b) from any unlicensed premises;
• (c) in breach of any Premises Licence conditions; or
• (d) in any manner that is unlawful or non-compliant.

12.3 No unlawful or prohibited use

The Customer shall not use, sell or supply the Goods in any manner that would expose Crystalov Ltd to any regulatory, legal or reputational risk. The Customer shall not represent, imply or hold out that Crystalov Ltd authorises or endorses any unlawful or non-compliant activity. For the avoidance of doubt, any act or omission which jeopardises or reasonably may jeopardise Crystalov Ltd’s AWRS registration, licensing status or regulatory standing shall constitute a material breach of this Section.

12.4 Accuracy of information

The Customer warrants that all information provided to Crystalov Ltd, including licensing information, declarations, applications, reports and confirmations, is true, complete and accurate. The Customer shall comply with all applicable anti-bribery and anti-corruption laws (including the Bribery Act 2010), sanctions and anti-money laundering laws and regulations. Crystalov Ltd may, at its discretion, suspend, refuse or cancel any Order and/or terminate the Contract with immediate effect where Crystalov Ltd reasonably considers that compliance with this Section 12.4 is not satisfied or where continuing to supply would expose Crystalov Ltd to regulatory, legal, financial crime or reputational risk.

12.5 Cooperation with authorities

The Customer shall cooperate fully with any regulatory, licensing, tax or enforcement enquiry relating to the Goods, including providing information, documents and access reasonably requested by Crystalov Ltd or any competent authority.

12.6 Indemnity

The Customer shall fully indemnify, defend and hold harmless Crystalov Ltd, its directors, officers, employees and agents from and against all losses, liabilities, penalties, fines, costs, damages, expenses, claims, demands and proceedings (including legal and professional costs on a full indemnity basis), suffered or incurred by Crystalov Ltd arising out of or in connection with, whether directly or indirectly and howsoever arising, to the fullest extent permitted by law:

• (a) any breach by the Customer of these Terms or any applicable law;
• (b) any unlawful, improper or non-compliant resale, supply, storage, handling or use of the Goods by the

Customer;

• (c) any breach of licensing, regulatory or AWRS requirements by the Customer or any person acting on its

behalf;

• (d) any false, misleading, incomplete or outdated information provided by the Customer;
• (e) any regulatory action, investigation, audit, penalty, sanction, enforcement measure or requirement imposed

by any Competent Authority arising from the Customer’s acts or omissions; and

• (f) any claim, action or demand by a third party arising from or in connection with the Customer’s handling,

sale, supply or use of the Goods.

12.7 Survival

The obligations and indemnities contained in this Section 12 shall survive termination or expiry of the Contract for any reason.

12.8 Storage and handling

The Customer shall store, handle and transport the Goods in accordance with industry standards and any manufacturer or regulatory guidance. Crystalov Ltd shall have no liability for any loss or damage arising from improper storage or handling after Delivery.

13. BRAND AUTHENTICITY, PARALLEL IMPORTS & TRADEMARK USE

13.1 No warranty for third-party products

Crystalov Ltd gives no warranty and makes no representation as to the authenticity, condition, quality, provenance, regulatory compliance or fitness for purpose of any Hetman-branded products not supplied directly by Crystalov Ltd.

13.2 No liability for parallel or unauthorised imports

Crystalov Ltd shall have no responsibility or liability to the fullest extent permitted by law in respect of any Hetman-branded products obtained by the Customer from third parties, including parallel imports, grey market goods or unauthorised sources.

13.3 Brand and trademark protection

The Customer shall not use, reproduce, display or refer to the Hetman name, trademarks, logos or branding, or any Intellectual Property Rights associated with the Hetman brand, in any manner that is misleading, unauthorised or unlawful. In particular, the Customer shall not represent itself as an authorised distributor, agent or representative of the Hetman brand without the prior written consent of Crystalov Ltd.

13.4 No implied authorisation

Nothing in the Contract grants the Customer any licence, authority or right to hold itself out as an official distributor or representative of the Hetman brand.

13.5 Indemnity and risk allocation

Any breach of this Section 13, or any claim, investigation, enforcement action or liability arising out of or in connection with the Customer’s use, sale, supply or representation of Hetman-branded products not supplied directly by Crystalov Ltd, shall constitute a material breach of the Contract and shall be fully indemnified by the Customer in accordance with Section 12.6.

14. SUSPENSION, REFUSAL & REGULATORY INTERRUPTION OF SUPPLY

14.1 Grounds for suspension or refusal (general and commercial)

Crystalov Ltd may immediately suspend or refuse the supply of Goods, in whole or in part, with immediate effect and without liability, to the fullest extent permitted by law, where Crystalov Ltd reasonably determines that:

• (a) any payment due has not been made in accordance with these Terms;
• (b) the Customer is in breach of any payment, credit or financial obligation;
• (c) any Premises Licence or DPS is invalid, suspended, revoked, expired or under review;
• (d) the Customer fails to provide licensing, due diligence or compliance information when requested;
• (e) Crystalov Ltd reasonably considers that continued supply would expose it to risk under the Licensing Act

2003, AWRS or any other applicable law;

• (f) any regulatory, enforcement or investigatory action is commenced or threatened in relation to the Customer;

or

• (g) the Customer presents, in Crystalov Ltd’s reasonable opinion, a compliance, regulatory, reputational or

material commercial risk.

14.2 Regulatory and governmental action (AWRS and licensing)

Without prejudice to Section 14.1, Crystalov Ltd may immediately suspend or refuse the supply of Goods, in whole or in part, and may terminate the Contract in accordance with these Terms, with immediate effect and without liability, to the fullest extent permitted by law, where any action, investigation, restriction, requirement, guidance, interpretation, expectation or enforcement measure is taken, commenced, threatened or proposed by:

• (a) HM Revenue & Customs (including in connection with AWRS);
• (b) any local licensing authority;
• (c) any government department, agency or regulator; or
• (d) any law enforcement or competent authority,

whether relating to Crystalov Ltd, the Customer, any third party in the supply chain, the Goods, or the alcohol sector generally, and whether or not such action arises from any act or omission of the Customer. Crystalov Ltd may exercise its rights under this Section 14.2 on a precautionary or preventative basis where, in its reasonable opinion, its AWRS registration, licensing status or regulatory compliance is, or may be, jeopardised.

14.3 No obligation to continue supply

The Customer acknowledges that Crystalov Ltd is under no obligation to continue supplying the Goods at any time. Any suspension or refusal of supply under this Section 14 shall not constitute a breach of contract, repudiation or wrongful termination by Crystalov Ltd. Suspension or refusal of supply shall not of itself terminate the Contract unless and until Crystalov Ltd exercises an express right of termination in accordance with these Terms.

14.4 Effect of suspension

During any period of suspension or refusal of supply:

• (a) Crystalov Ltd shall have no obligation to supply the Goods;
• (b) all outstanding invoices shall remain immediately due and payable;
• (c) any credit terms granted shall be deemed withdrawn; and
• (d) Crystalov Ltd may require prepayment in full in cleared funds as a condition of lifting the suspension and

accepting any further Orders.

14.5 No liability

Subject to Section 17 (Limitation of Liability), Crystalov Ltd shall have no liability for any loss, damage, cost or expense suffered by the Customer arising out of or in connection with any suspension, refusal or regulatory interruption of supply under this Section 14, including loss of profit, loss of business or loss of opportunity.

14.6 Regulatory priority and precedence

Compliance with licensing, AWRS and any applicable regulatory or governmental requirement shall take absolute priority over any commercial obligation. In the event of any inconsistency between this Section 14 and any other provision of these Terms, this Section 14 shall prevail.

14.7 No waiver

The exercise by Crystalov Ltd of its rights under this Section 14 shall not constitute a waiver of any other rights or remedies available to it under these Terms or at law.

15. INSOLVENCY EVENTS

15.1 Meaning of Insolvency Event

In these Terms, “Insolvency Event” has the meaning given in Section 1.1 (Definitions).

15.2 Immediate termination

Upon the occurrence of an Insolvency Event, Crystalov Ltd may terminate the Contract immediately, in whole or in part, without notice and without liability. Termination under this Section 15 is without prejudice to any other rights or remedies available to Crystalov Ltd under these Terms or at law. This Section 15 applies in addition to, and takes precedence over, Section 16 (Termination) where an Insolvency Event has occurred.

15.3 Acceleration of payment

Upon the occurrence of an Insolvency Event:

• (a) all sums owed by the Customer to Crystalov Ltd, whether invoiced or not, shall become immediately due

and payable; and

• (b) any credit terms previously granted shall be deemed withdrawn.

15.4 Recovery of Goods

Upon the occurrence of an Insolvency Event, and without limiting Section 8 (Retention of Title):

• (a) Crystalov Ltd shall have the immediate right to enter, at reasonable times and in accordance with

applicable law, the Customer’s premises (or any premises where the Goods are located) to recover any Goods to which Crystalov Ltd retains title;

• (b) the Customer, any insolvency practitioner and any third party in control of the premises shall grant access

and full cooperation; and

• (c) Crystalov Ltd may repossess such Goods without prejudice to any other claim.

15.5 No waiver

The exercise by Crystalov Ltd of any rights under this Section 15 shall not constitute a waiver of any other rights or remedies available under these Terms or at law.

15.6 Survival

The provisions of this Section 15, together with Sections 6 (Payment & Credit Terms), 8 (Title & Retention of Title), 10 (Returns, Shortages & Claims) and 12 (Customer Obligations & Indemnity), shall survive termination of the Contract.

16. TERMINATION (GENERAL)

16.1 Termination for material breach

Without prejudice to any other rights or remedies, Crystalov may terminate the Contract (or any outstanding Order) immediately by written notice if the Customer commits a material breach of the Contract and (where the breach is capable of remedy) fails to remedy that breach within seven (7) days of written notice requiring it to do so.

16.2 Termination on regulatory risk

Crystalov may terminate the Contract immediately by written notice if Crystalov reasonably considers that continuing to supply the Customer would jeopardise or may jeopardise Crystalov’s AWRS approval, licensing compliance or regulatory standing.

16.3 Consequences of termination

Termination shall not affect any rights or obligations accrued prior to termination. All sums outstanding shall become immediately due and payable and Crystalov may suspend all further supply.

17. LIMITATION OF LIABILITY

17.1 No exclusion of non-excludable liability

Nothing in these Terms shall exclude or limit Crystalov Ltd’s liability for:

• (a) death or personal injury caused by its negligence;
• (b) fraud or fraudulent misrepresentation; or
• (c) any liability which cannot lawfully be excluded or limited under applicable law.

17.2 Excluded losses

Subject to Section 17.1, Crystalov Ltd shall not be liable to the Customer for any:

• (a) loss of profit;
• (b) loss of revenue;
• (c) loss of business;
• (d) loss of anticipated savings;
• (e) loss of goodwill;
• (f) loss of opportunity; or
• (g) indirect or consequential loss,

whether arising in contract, tort (including negligence), misrepresentation, breach of statutory duty or otherwise, even if such loss was foreseeable.

17.3 Liability cap

Subject to Sections 17.1 and 17.2, the total aggregate liability of Crystalov Ltd to the Customer arising out of or in connection with the Contract, whether in contract, tort (including negligence), misrepresentation, breach of statutory duty or otherwise, shall be limited to the lower of:

• (a) the net invoice value of the Goods giving rise to the claim; and
• (b) the total net value of the Goods supplied to the Customer under the Contract in the twelve (12) months

preceding the event giving rise to the claim. This limitation shall apply subject to the requirement of reasonableness under the Unfair Contract Terms Act 1977.

17.4 Allocation of risk

The Customer acknowledges that the limitations and exclusions of liability set out in this Section 17 reflect a reasonable allocation of risk between the parties, taking into account:

• (a) the commercial nature of the Contract;
• (b) the availability of insurance to the Customer; and
• (c) the pricing of the Goods.

17.5 Consistency with other provisions

This Section 17 operates in conjunction with, and without prejudice to: Section 6 (Payment & Credit Terms); Section 8 (Title & Retention of Title); Section 10 (Returns, Shortages & Claims); and Section 12 (Customer Obligations & Indemnity). Nothing in this Section 17 shall limit or exclude the Customer’s obligation to pay for the Goods or any indemnity given by the Customer.

17.6 Exclusion of implied terms

To the fullest extent permitted by law, and subject to Section 17.1, all warranties, conditions and other terms implied by statute, common law or otherwise (including, without limitation, any implied terms under the Sale of Goods Act 1979 as to satisfactory quality, fitness for purpose and correspondence with description) are excluded from the Contract insofar as and to the extent that such exclusion or limitation is permitted and effective in a business-to-business contract and satisfies the requirement of reasonableness under the Unfair Contract Terms Act 1977. Nothing in these Terms excludes or limits any implied term or statutory right to the extent it cannot lawfully be excluded or limited.

18. FORCE MAJEURE

18.1 Force Majeure Event

For the purposes of these Terms, a “Force Majeure Event” means any event or circumstance beyond the reasonable control of Crystalov Ltd which prevents or delays the performance of its obligations, including (without limitation):

• (a) acts of God, flood, fire, storm, explosion or natural disaster;
• (b) war, armed conflict, terrorism, civil commotion, riots or malicious damage;
• (c) epidemic, pandemic or public health emergency;
• (d) acts, orders, restrictions, regulations or guidance of any governmental, regulatory or licensing authority;
• (e) failure or disruption of utilities, transport networks, ports, warehouses or logistics providers;
• (f) strikes, lockouts or other industrial action (whether or not involving Crystalov Ltd’s workforce);
• (g) failure of suppliers, manufacturers or carriers beyond Crystalov Ltd’s control; or
• (h) any other event which could not reasonably have been foreseen or avoided.

18.2 Suspension of obligations

Where Crystalov Ltd is affected by a Force Majeure Event, its obligations under the Contract shall be suspended for the duration of the Force Majeure Event to the extent that performance is prevented or delayed. Crystalov Ltd shall not be liable for any failure or delay in performing its obligations caused by a Force Majeure Event.

18.3 Notification

Crystalov Ltd shall use reasonable endeavours to notify the Customer in writing of the occurrence of a Force Majeure Event as soon as reasonably practicable after becoming aware of it. Failure to give such notice shall not affect Crystalov Ltd’s entitlement to rely on this Section 18.

18.4 No liability

No Force Majeure Event shall give rise to any right of the Customer to claim damages, compensation, refunds or credits, or to withhold, delay or set off payment of any sums due, whether in whole or in part. All payment obligations accrued prior to the Force Majeure Event shall remain immediately due and payable.

18.5 Right to terminate for prolonged Force Majeure

If a Force Majeure Event continues for a period of more than sixty (60) consecutive days, Crystalov Ltd may terminate the Contract immediately by written notice, without liability. For the avoidance of doubt, the Customer shall have no right to terminate the Contract by reason of a Force Majeure Event. Termination under this Section shall not affect any rights or obligations accrued prior to termination.

18.6 No obligation to mitigate for Customer benefit

Nothing in this Section 18 shall require Crystalov Ltd to take steps which are commercially unreasonable or impractical in order to mitigate the effects of a Force Majeure Event for the benefit of the Customer.

19. DATA PROTECTION

19.1 Compliance with data protection law

Each party shall comply at all times with all applicable data protection legislation, including the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018, in connection with the performance of these Terms.

19.2 Independent data controllers

Each party acts as an independent data controller in respect of any personal data processed under or in connection with these Terms. Nothing in these Terms creates a controller–processor relationship, joint controllership or any form of data processing on behalf of the other party.

19.3 Privacy & Data Processing Notice

The Customer acknowledges that Crystalov Ltd processes personal data in accordance with its Privacy & Data Processing Notice, as amended from time to time. Such notice is incorporated by reference and applies in addition to these Terms, but shall not override or take precedence over any provision of the Contract.

19.4 Regulatory and legal disclosures

The Customer acknowledges and agrees that Crystalov Ltd may disclose personal data to HMRC, licensing authorities, law enforcement agencies or other competent regulatory bodies where such disclosure is required by law or is necessary for compliance with licensing, AWRS or other regulatory obligations.

19.5 Processing for legal claims and enforcement

Personal data may be processed by Crystalov Ltd for the purposes of:

• (a) performance of the Contract;
• (b) verification of customer information and compliance checks;
• (c) debt recovery and enforcement of payment obligations;
• (d) dispute resolution; and
• (e) the establishment, exercise or defence of legal claims.

19.6 Data retention

Personal data shall be retained in accordance with Crystalov Ltd’s Privacy & Data Processing Notice and applicable legal, regulatory and accounting retention requirements.

19.7 Data security

Each party shall implement appropriate technical and organisational measures to protect personal data against unauthorised or unlawful processing and against accidental loss, destruction or damage.

19.8 No waiver of statutory rights

Nothing in these Terms limits or excludes any rights of data subjects under applicable data protection legislation.

20. CONFIDENTIALITY

20.1 Confidential Information

Each party shall keep confidential all non-public commercial, pricing, contractual, operational and supplychain information disclosed by the other party in connection with the Contract (“Confidential Information”).

20.2 Commercial sensitivity

The Customer acknowledges that pricing, discounts, margins, supply arrangements and commercial terms applied by Crystalov Ltd constitute Confidential Information.

20.3 Permitted disclosure

Confidential Information may be disclosed only to those employees, agents or advisers who need to know it for the purposes of performing the Contract and who are bound by confidentiality obligations no less restrictive than those set out in this Section.

20.4 Exclusions

This Section does not apply to information which:

• (a) is or becomes public other than through breach;
• (b) was lawfully in the receiving party’s possession prior to disclosure; or
• (c) is required to be disclosed by law or a Competent Authority.

20.5 Survival

The obligations in this Section 20 shall survive termination or expiry of the Contract for any reason.

21. CONTRACTUAL CERTAINTY & ENTIRE AGREEMENT

21.1 No reliance and contractual estoppel

The Customer acknowledges, agrees and represents that, in entering into the Contract, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance, estimate, projection or promise (whether oral or written, and whether made negligently or innocently) made by or on behalf of Crystalov Ltd which is not expressly set out in these Terms or in any document expressly incorporated into the Contract. The Customer further agrees that this Section 21.1 constitutes a contractual estoppel, preventing the Customer from asserting that it relied on any such statement, representation, assurance, estimate, projection or promise. Nothing in this Section 21 shall exclude or limit any liability for fraud or fraudulent misrepresentation.

21.2 Entire agreement

These Terms, together with any Order accepted by Crystalov Ltd, any applicable VAT invoice, any applicable delivery note/proof of delivery, any Credit Limit & Payment Terms Agreement (where applicable), and Crystalov Ltd’s Privacy & Data Processing Notice, constitute the entire agreement between the parties and the sole and exclusive contractual basis on which the Goods are supplied. For the avoidance of doubt: (a) any quotation, price list and any pro-forma invoice are issued for information and/or payment request purposes only and do not constitute contractual terms; and (b) no terms contained in any purchase order, order confirmation, email chain, remittance advice or other Customer documentation shall vary or override these Terms unless validly executed strictly in accordance with Section 4.12 and Section 21.3.

21.3 No oral or informal variation

The Contract may be varied only by a written document which:

• (a) expressly states that it is a variation of the Contract; and
• (b) is signed or validly executed in accordance with Section 32 (Electronic Communications & Electronic

Signatures) by an authorised signatory of Crystalov Ltd. For the avoidance of doubt, no variation, waiver or amendment shall be effective if made orally, by email correspondence, WhatsApp messages, text messages, verbal discussions, conduct, course of dealing, silence or any other informal means.

21.4 No authority of representatives

The Customer acknowledges and agrees that no employee, agent, contractor or representative of Crystalov Ltd has authority to make any binding representation, assurance, promise, waiver or variation of the Contract except as expressly permitted under this Section 21, and that the Customer shall not rely on any such purported authority.

21.5 No implied waiver

No failure, delay or forbearance by Crystalov Ltd in exercising any right or remedy shall constitute or be deemed to constitute a waiver of that or any other right, nor shall it operate as a variation of the Contract.

21.6 Amendment of Terms & Conditions

Crystalov Ltd may amend, update or replace these Terms & Conditions from time to time. Any updated version of the Terms shall be notified to the Customer in writing, including by email. Unless expressly agreed otherwise in writing, any amended Terms shall apply only to Orders accepted by Crystalov Ltd on or after the effective date of the amended Terms. The version of the Terms in force at the time of acceptance of an Order shall govern that Contract. The Customer’s continued placement of Orders after notification of amended Terms shall constitute acceptance of such amended Terms in respect of those Orders.

22. ASSIGNMENT, CHANGE OF CONTROL & SUBCONTRACTING

22.1 No assignment by the Customer

The Customer shall not assign, transfer, novate, charge, declare a trust over, subcontract, or otherwise deal with any of its rights or obligations under the Contract, whether voluntarily, involuntarily, by operation of law (including by way of insolvency, administration or restructuring) or otherwise, without the prior written consent of Crystalov Ltd. Any purported assignment, transfer, novation or dealing in breach of this Section shall be null, void and of no legal effect.

22.2 Change of control

For the purposes of this Section 22.2, a “change of control” shall have the meaning given in section 1124 of the Corporation Tax Act 2010. The Customer shall notify Crystalov Ltd immediately in writing of any change of control, merger, reorganisation, sale of shares or assets, or other corporate restructuring affecting the Customer. Crystalov Ltd may, at its discretion, suspend or terminate the Contract where such change of control, in Crystalov Ltd’s reasonable opinion, affects regulatory compliance, credit risk or commercial viability.

22.3 No release of liability

Any assignment or permitted transfer shall not release the Customer from any liability or obligation accrued prior to such assignment or transfer, unless expressly agreed in writing by Crystalov Ltd.

22.4 Assignment by Crystalov Ltd

Crystalov Ltd may assign, transfer or otherwise deal with its rights and obligations under the Contract at any time, including to any group company, successor entity or purchaser of its business. Any such assignment shall not affect any rights or obligations accrued prior to the effective date of assignment.

22.5 Subcontracting

Crystalov Ltd may subcontract or delegate the performance of any of its obligations under the Contract to third parties, including carriers, logistics providers or warehouses. Crystalov Ltd shall remain responsible for the performance of its obligations under the Contract to the extent required by law.

22.6 No partnership or agency

Nothing in the Contract shall create any partnership, joint venture, agency or fiduciary relationship between the parties, and the Customer has no authority to bind Crystalov Ltd.

23. WAIVER

23.1 No waiver by delay or forbearance

No failure, delay or forbearance by Crystalov Ltd in exercising any right, power or remedy under the Contract shall operate as, or be deemed to be, a waiver of that or any other right, power or remedy. No indulgence, delay, tolerance or acquiescence by Crystalov Ltd shall constitute an estoppel or create any implied right or expectation on the part of the Customer.

23.2 Single or partial waiver

Any waiver by Crystalov Ltd of any breach of the Contract shall be effective only if expressly made in writing and shall apply only to the specific breach in respect of which it is given. No such waiver shall constitute a waiver of any subsequent or continuing breach.

23.3 Cumulative rights

The rights and remedies of Crystalov Ltd under the Contract are cumulative and not exclusive of any rights or remedies provided by law.

24. SEVERANCE

24.1 Severance

If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be modified to the minimum extent necessary to make it valid, legal and enforceable to the fullest extent permitted by law. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this Section shall not affect the validity, legality or enforceability of the remaining provisions of the Contract, which shall remain in full force and effect.

25. THIRD PARTY RIGHTS

25.1 Exclusion of third party rights

A person who is not a party to the Contract shall have no rights to enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999.

25.2 No consent required

The rights of the parties to terminate, rescind or vary the Contract shall not be subject to the consent of any third party.

26. NOTICES

26.1 Form of notice

Any notice, demand or other communication given under or in connection with the Contract (a “Notice”) shall be in writing (as defined in Section 1.2(f)) and shall be validly served only if delivered in accordance with this Section 26 and Section 32 (Electronic Communications & Electronic Signatures).

26.2 Permitted methods of service

A Notice shall be deemed validly served if delivered by one of the following methods:

• (a) by hand, at the registered office or principal place of business of the recipient;
• (b) by pre-paid first-class post or recorded delivery, to the registered office or principal place of business of the

recipient; or

• (c) by email, sent to the email address most recently notified by the recipient for the service of Notices.

26.3 Deemed receipt

A Notice shall be deemed to have been received:

• (a) if delivered by hand, at the time of delivery;
• (b) if sent by post, at 9.00 am on the second Business Day after posting;
• (c) if sent by email, at the time of transmission, provided that no automated delivery failure or bounce-back

notification is received, and provided that where the email is sent outside Business Hours, it shall be deemed received at 9.00 am on the next Business Day.

26.4 Change of contact details

Each party shall notify the other promptly in writing of any change to its address or email details for the service of Notices. In the absence of such notification, Notices sent to the most recently notified address or email shall be deemed validly served.

26.5 No invalidation by non-receipt

A Notice shall not be invalid or ineffective solely because it was not actually received, provided it was properly sent in accordance with this Section 26.

26.6 Excluded notices

This Section 26 does not apply to the service of any proceedings, claim forms or other documents in any legal action or proceedings, which shall be served in accordance with the applicable rules of court.

27. GOVERNING LAW & JURISDICTION

27.1 Governing law

The Contract and any dispute or claim arising out of or in connection with it, including any non-contractual disputes or claims, shall be governed by and construed in accordance with the laws of England and Wales.

27.2 Jurisdiction

The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract, including any non-contractual disputes or claims.

28. SURVIVAL

28.1 Survival

Termination or expiry of the Contract for any reason shall not affect any rights, remedies, obligations or liabilities of the parties which have accrued prior to termination or expiry. Any provision of the Contract which expressly or by implication is intended to survive termination or expiry shall continue in full force and effect, including (without limitation) provisions relating to:

• (a) payment, late payment interest and recovery of costs;
• (b) title, risk and retention of title;
• (c) customer obligations and indemnities;
• (d) limitation of liability;
• (e) data protection;
• (f) regulatory compliance;
• (g) governing law and jurisdiction; and
• (h) enforcement of rights.

29. SERVICE PROVIDERS & THIRD PARTY LOGISTICS

29.1 Use of third party service providers

Crystalov Ltd may, in the performance of the Contract, use third party service providers including (without limitation) carriers, couriers, freight forwarders, warehouses, bonded warehouses, logistics operators and customs or handling agents (“Service Providers”).

29.2 No agency or authority

Service Providers engaged by Crystalov Ltd are independent contractors and are not agents of Crystalov Ltd. Nothing done by a Service Provider shall be deemed, whether expressly or by implication, to create any partnership, agency or authority to bind Crystalov Ltd.

29.3 No responsibility for Service Provider acts beyond control

To the fullest extent permitted by law, and without prejudice to Crystalov Ltd’s non-excludable obligations, Crystalov Ltd shall not be liable for any act, omission, delay, loss or damage caused by or arising from the actions of any Service Provider, howsoever arising, which are beyond Crystalov Ltd’s reasonable control, including delays, handling errors, storage conditions or transportation issues.

29.4 Risk allocation

Nothing in this Section shall affect the provisions of the Contract relating to the passing of risk, delivery, retention of title or claims for shortages or damage, which shall apply irrespective of whether the Goods are handled by Crystalov Ltd directly or via Service Providers.

29.5 Regulatory and bonded facilities

For the avoidance of doubt, all Goods remain duty-paid in accordance with Section 2.4.

29.6 Customer acknowledgment

The Customer acknowledges and agrees that the use of Service Providers is a normal and necessary part of the wholesale alcohol supply chain and accepts the allocation of risk and responsibility set out in the Contract.

29.7 No representations by Service Providers

The Customer acknowledges that Crystalov Ltd is not bound by, and shall have no liability arising from, any representations, statements or commitments made by any Service Provider regarding delivery times, handling, storage or performance, unless expressly confirmed in writing by Crystalov Ltd in accordance with Section 4.12 (No oral or informal variation) and Section 21.3 (No oral or informal variation).

30. ALLOCATION OF PAYMENTS

30.1 Crystalov’s discretion

Crystalov Ltd shall be entitled, at its sole discretion, to allocate any payment received from the Customer against any outstanding invoice, debt or liability of the Customer, regardless of any instructions, references or purported allocation provided by the Customer. This applies notwithstanding any rule of law or equity relating to appropriation of payments.

30.2 Application of payments

Without prejudice to Section 30.1, Crystalov Ltd may apply payments in the following order:

• (a) first, to any costs and expenses incurred in the recovery of sums due, including legal, administrative and

enforcement costs;

• (b) second, to any accrued interest or late payment charges;
• (c) third, to the principal sums outstanding, in such order as Crystalov Ltd determines.

30.3 No implied allocation

No payment shall be deemed to be allocated to any particular invoice or obligation unless expressly confirmed in writing by Crystalov Ltd.

30.4 No effect on remaining liabilities

The allocation of a payment by Crystalov Ltd shall not constitute a waiver of any right in respect of any remaining outstanding balance, nor shall it affect Crystalov Ltd’s right to pursue recovery of all sums due.

31. COUNTERPARTS

31.1 Counterparts

The Contract may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all the counterparts together shall constitute one and the same agreement.

31.2 Electronic copies

Delivery of an executed counterpart of the Contract by email, PDF or other electronic means shall be effective as delivery of an originally executed counterpart.

32. ELECTRONIC COMMUNICATIONS & ELECTRONIC SIGNATURES

32.1 Electronic communications

The parties agree that all communications, notices, documents, records, Orders, invoices, delivery notes and confirmations may be made electronically, including by email or other electronic means capable of producing a permanent record. Electronic communications shall constitute “writing” for the purposes of the Contract, Section 1.2(f) (Interpretation of “writing”), and any applicable legal or statutory requirement.

32.2 Electronic execution and signatures

The parties agree that the Contract and any document entered into in connection with it may be executed electronically, including by electronic signature, scanned signature, PDF signature or other electronic execution method. Any such electronic execution shall be valid, binding and enforceable as if executed by hand in wet ink.

32.3 No challenge to validity

The Customer irrevocably waives any right to challenge the validity, enforceability or admissibility of the Contract or any related document solely on the grounds that it was executed or communicated electronically.

32.4 Records and evidence

Electronic records maintained by Crystalov Ltd, including emails, system records, electronic invoices, delivery confirmations and audit logs, shall be admissible as prima facie evidence of the matters recorded, save where the contrary is proven.

33. EVIDENCE & GOVERNING LANGUAGE

33.1 Evidence

Crystalov Ltd’s system records, electronic communications, invoices, delivery confirmations, photographs, video recordings, audit logs and proof of delivery records shall constitute prima facie evidence of the matters recorded, save where the contrary is proven.

33.2 Governing language

If these Terms are translated into any language other than English, the English language version shall prevail in the event of any inconsistency, ambiguity or dispute.