TERMS AND CONDITIONS OF MANUFACTURE AND SUPPLY

Rule13 Limited Trading As Prohibition

Interpretation
1. Definitions:

Business Day	a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
Conditions	the terms and conditions set out in this document as amended from time to time in accordance with clause 13.6.
Contract	the contract between Rule13 and the Customer for the sale and purchase of the Goods in accordance with these Conditions.
Customer	the person or firm who purchases the Goods from Rule13.
Force Majeure Event	has the meaning given in clause 12.
Goods	the e-liquid products, designs, branding or ancillary vaping products manufactured or created by Rule13 as set out in the Specification.
Intellectual Property Rights	patents, utility models, rights to inventions, copyright and neighbouring and related rights, trade marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including method, know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, any rights and all similar or equivalent rights or forms of protection that subsist or will subsist now or in the future in any part of the world.
Order	the Customer's order for the Goods, as set out in the Customer’s written acceptance of Rule13’ quotation.
Recipe	the ingredients, mixology, and method of producing any Goods (or any e-liquid flavour proposed by the Customer) created by Rule13.
Scientific Partners	the Medicines & Healthcare products Regulatory Agency, and/or any other department or authority appointed to regulate the e-cigarette and/or e-liquid market from time to time, or any scientific testing entity recommended or required by the industry.
Specification	any specification for the Goods, including any related plans and drawings, that is agreed in writing by the Customer and Rule13.
Rule13	RULE13 LTD incorporated and registered in England and Wales with company number 08144168 whose registered office is at Unit 1 Fountain Enterprise Park, Enterprise Road, Maidstone, Kent, England, ME15 6ZQ.

1. Interpretation
  1. A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
  2. Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
  3. A reference to writing or written includes faxes and emails.

Basis of contract
1. These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2. The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable Specification submitted by the Customer are complete and accurate.
3. The Order shall only be deemed to be accepted when Rule13 issues a written acceptance of the Order, at which point the Contract shall come into existence.
4. The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.
5. Any samples, drawings, descriptive matter or advertising produced by Rule13 and any descriptions or illustrations contained in Rule13’ catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force.
6. A quotation for the Goods given by Rule13 shall not constitute an offer. A quotation shall only be valid for a period of 30 Business Days from its date of issue.
Product creation and testing
1. The Customer shall provide Rule13 with clear instructions on the details of the Goods required for the preparation of the Specification including the flavour requirements.
2. Rule13 shall prepare sample flavours of the Goods for approval by the Customer. Each Recipe shall be a secret, shall remain the confidential information and property of Rule13 and shall not be disclosed to the Customer.
3. If the samples are not approved by the Customer, Rule13 shall, if it considers it reasonable, make such alterations and provide a further sample to the Customer for approval.
4. The Customer shall confirm in writing to Rule13 if the sample(s) are approved.
5. Rule13 shall arrange for any approved samples to be tested by the Scientific Partners, if the nature of those products requires approval from the regulatory body.
6. If a Product is not approved by the relevant Scientific Partners, the Customer may request Rule13 makes any reasonable alterations to the Recipe, either required or recommended by the relevant Scientific Partners.
7. The Customer shall pay any testing or retesting fees, and shall indemnify Rule13 for any costs it incurs directly or indirectly relating to the testing procedure or submission to the relevant Scientific Partners.
Goods
1. The Goods are described in the Specification.
2. The Customer shall indemnify Rule13 against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by Rule13 in connection with any claim made against Rule13 for actual or alleged infringement of a third party's Intellectual Property Rights arising out of or in connection with Rule13' use of the Specification. This clause 4.2 shall survive termination of the Contract.
3. Rule13 reserves the right to amend the Specification if required by any applicable statutory or regulatory requirements.
4. Rule13 hereby undertakes and agrees that it will not supply any third parties, or sell direct, any e-liquids which have identical branding or names, and/or compositions or Recipes to any of the Goods, at any time during the period ending 12 months from the date of the last Order received by it from the Customer for the supply of a particular product.
Delivery
1. Once the Goods are ready for delivery, Rule13 shall notify the Customer that they are ready for delivery (Completion Notice) and the Customer shall pay any amount due prior to delivery in accordance with the Order.
2. Provided the Customer has made cleared payments of all sums required prior to delivery set out in the payment schedule detailed in the Order, Rule13 shall arrange for the Goods to be delivered to the location detailed in the Order or such other location as the parties may agree (Delivery Location) or, if the Customer has requested collection, shall arrange for the Customer to collect the Goods requested in the Order at a time and date convenient for both parties within 14 days of the Completion Notice.
3. Rule13 shall ensure that each delivery of the Goods is accompanied by a delivery note that shows the date of the Order, any customer references, the type and quantity of the Goods and special storage instructions (if any).
4. Delivery is completed on the completion of unloading of the Goods at the Delivery Location or the completion of loading of the Customer is collecting the Goods.
5. Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. Rule13 shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer’s failure to provide Rule13 with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
6. If Rule13 fails to deliver the Goods in accordance with these terms, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. Rule13 shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer’s failure to provide Rule13 with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
7. If the Customer fails to accept delivery of the Goods within three Business Days of Rule13 notifying the Customer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or Rule13' failure to comply with its obligations under the Contract:
  1. delivery of the Goods shall be deemed to have been completed at 9:00 am on the third Business Day after the day on which Rule13 notified the Customer that the Goods were ready]; and
  2. Rule13 shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
8. If 20 Business Days after the day on which Rule13 notified the Customer that the Goods were ready for delivery the Customer has not taken delivery of them, Rule13 may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods.
9. Rule13 may deliver the Goods by instalments. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
Quality
1. Rule13 warrants that on delivery the Goods shall:
  1. conform with the Specification;
  2. be free from material defects in design, material and workmanship;
  3. be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
  4. be fit for any purpose held out by Rule13.
2. Subject to clause 6.3, if:
  1. the Customer gives notice in writing to Rule13 within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 6.1;
  2. Rule13 is given a reasonable opportunity of examining such Goods; and
  3. the Customer (if asked to do so by Rule13) returns such Goods to Rule13 place of business at the Customer’s cost,

Rule13 shall replace the defective Goods as soon as reasonably practicable.

1. Rule13 shall not be liable for the Goods' failure to comply with the warranty set out in clause 6.1 in any of the following events:
  1. the Customer makes any further use of such Goods after giving notice in accordance with clause 6.2;
  2. the defect arises because the Customer failed to follow Rule13' oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;
  3. the defect arises as a result of Rule13 following any drawing, design or Specification supplied by the Customer;
  4. the Customer alters or repairs such Goods without the written consent of Rule13;
  5. the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
  6. the Goods differ from the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
2. Except as provided in this clause 6, Rule13 shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 6.1.
3. The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
4. These Conditions shall apply to any replacement Goods supplied by Rule13.
Title and risk
1. The risk in the Goods shall pass to the Customer on completion of delivery (whether on completion of unloading at the Delivery Location or completion of loading on collection by the Customer).
2. For the avoidance of doubt, title to the Recipe(s) shall not be transferred to the Customer under this Agreement. The Recipe(s) shall remain a secret owned by Rule13.
3. Title to the Goods shall not pass to the Customer until the earlier of:
  1. Rule13 receives payment in full (in cash or cleared funds) for the Goods and any other goods that Rule13 has supplied to the Customer, in which case title to the Goods shall pass at the time of payment of all such sums; and
  2. the Customer resells the Goods, in which case title to the Goods shall pass to the Customer at the time specified in clause 7.5.
4. Until title to the Goods has passed to the Customer, the Customer shall:
  1. store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as Rule13' property;
  2. not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
  3. maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
  4. notify Rule13 immediately if it becomes subject to any of the events listed in clause 10.1; and
  5. give Rule13 such information relating to the Goods as Rule13 may require from time to time.
5. Subject to clause 7.6, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before Rule13 receives payment for the Goods. However, if the Customer resells the Goods before that time:
  1. it does so as principal and not as Rule13’ agent; and
  2. title to the Goods shall pass from Rule13 to the Customer immediately before the time at which resale by the Customer occurs.
6. If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 10.1, then, without limiting any other right or remedy Rule13 may have:
  1. the Customer's right to resell the Goods or use them in the ordinary course of its business ceases immediately; and
  2. Rule13 may at any time:
    1. require the Customer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product; and
    2. if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.
Ownership of intellectual property rights

The Customer acknowledges that all Intellectual Property Rights created by Rule13 during the manufacture of the e-liquids (including but not limited to the Recipes) shall remain the exclusive property of Rule13 (or, where applicable, the third party licensor from whom Rule13 derives the right to use them).

Price and payment
1. The price of the Goods shall be the price set out in the Order, and the Customer shall make payments in accordance with the payment schedule within the Order.
2. Rule13 may, by giving notice to the Customer at any time before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
  1. any factor beyond Rule13’ control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
  2. any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or
  3. any delay caused by any instructions of the Customer or failure of the Customer to give Rule13 adequate or accurate information or instructions.
3. The price of the Goods excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to Rule13 at the prevailing rate, subject to the receipt of a valid VAT invoice.
4. Rule13 shall invoice the Customer for the Goods in accordance with the agreed payment schedule detailed in the Order.
5. The Customer shall pay the invoice as per the terms of each invoice and in accordance with the payment schedule detailed in the Order. Payment shall be made to the bank account nominated in writing by Rule13. Time for payment is of the essence.
6. If the Customer fails to make any payment due to Rule13 under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 4% per annum above Barclays Bank PLC’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
7. The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). Rule13 may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by Rule13 to the Customer.
Termination
1. Without limiting its other rights or remedies, Rule13 may terminate this Contract with immediate effect by giving written notice to the Customer if:
  1. the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within five days of that party being notified in writing to do so;
  2. the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
  3. the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
  4. the Customer’s financial position deteriorates to such an extent that in Rule13' opinion the Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
2. Without limiting its other rights or remedies, Rule13 may suspend provision of the Goods under the Contract or any other contract between the Customer and Rule13 if the Customer becomes subject to any of the events listed in clause 10.1.1 to clause 10.1.4, or Rule13 reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
3. Without limiting its other rights or remedies, Rule13 may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.
4. On termination of the Contract for any reason the Customer shall immediately pay to Rule13 all of Rule13’ outstanding unpaid invoices and interest.
5. Termination of the Contract shall not affect any of the parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of this Contract that existed at or before the date of termination.
6. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.
Limitation of liability
1. Nothing in these Conditions shall limit or exclude Rule13' liability for:
  1. death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
  2. fraud or fraudulent misrepresentation;
  3. breach of the terms implied by section 12 of the Sale of Goods Act 1979;
  4. defective products under the Consumer Protection Act 1987; or
  5. any matter in respect of which it would be unlawful for Rule13 to exclude or restrict liability.
2. Subject to clause 11.1:
  1. Rule13 shall under no circumstances whatsoever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
  2. Rule13' total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed 25% of the price of the Goods.
3. Unless the Customer notifies Rule13 that it intends to make a claim in respect of an event within the notice period, Rule13 shall have no liability for that event. The notice period for an event shall start on the day on which the Customer became, or ought reasonably to have become, aware of the event having occurred and shall expire six months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
Force majeure

Neither party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure result from a Force Majeure Event. If the period of delay or non-performance continues for three months, the party not affected may terminate this Contract by giving 60 written notice to the affected party.

General
1. Assignment and other dealings.
  1. Rule13 may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
  2. The Customer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of Rule13.
2. Confidentiality.
  1. Each party undertakes that it shall not at any time during this agreement, and for a period of 1 year after termination of this agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group to which the other party belongs, except as permitted by Clause 13.1.2. For the purposes of this clause, group means, in relation to a party, that party, any subsidiary or holding company from time to time of that party, and any subsidiary from time to time of a holding company of that party.
  2. Each party may disclose the other party’s confidential information:
    1. to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this Clause 13.2; and
    2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
  3. No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.
3. Entire agreement.
  1. This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
  2. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
4. Variation. No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
5. Waiver. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
6. Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. 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 clause shall not affect the validity and enforceability of the rest of the Contract.
7. Notices.
  1. Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, fax or email.
  2. A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 13.7.1; if sent by pre-paid first class post or other next working day delivery service, at 9:00 am on the two Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by fax or email, one Business Day after transmission.
  3. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
8. Third party rights. No one other than a party to this Contract and their permitted assignees shall have any right to enforce any of its terms.
9. Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.
10. Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Contract or its subject matter or formation.