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Conditions of Supply

Last updated: July 16, 2025

These Conditions of Supply govern all contracts for the supply of goods and services by Etree Productions Limited ("Company", "we", "us", "our") to customers ("Customer", "you", "your") and are subject to English law.

1. Definitions and Interpretation

1.1 In these Conditions, unless the context otherwise requires:

  • "Contract" means the contract for the supply of Goods and/or Services formed by the Company's acceptance of the Customer's order;
  • "Goods" means any goods agreed to be supplied by the Company to the Customer;
  • "Services" means any services agreed to be supplied by the Company to the Customer;
  • "Specification" means the specification for the Goods and/or Services set out in the Company's quotation or order confirmation;
  • "Working Day" means Monday to Friday, 9am to 5pm, excluding public holidays in England.

2. Formation of Contract

2.1 These Conditions apply to all contracts for the supply of Goods and/or Services by the Company to the Customer to the exclusion of all other terms and conditions.

2.2 No contract shall be formed until the Company has issued written acceptance of the Customer's order.

2.3 Any variation to these Conditions must be agreed in writing and signed by an authorised representative of the Company.

3. Supply of Goods

3.1 The Company shall supply the Goods in accordance with the Specification and any applicable quality standards.

3.2 The Company reserves the right to make changes to the Specification that are necessary to comply with applicable law or safety requirements.

3.3 Time for delivery shall not be of the essence unless expressly agreed in writing.

4. Supply of Services

4.1 The Company shall provide the Services with reasonable care and skill in accordance with the Specification.

4.2 The Company shall use reasonable endeavours to meet any performance dates specified, but such dates are estimates only.

5. Price and Payment

5.1 The price shall be as set out in the Company's quotation or order confirmation.

5.2 All prices are exclusive of VAT and other applicable taxes, which shall be added at the prevailing rate.

5.3 Payment terms are 30 days from the date of invoice unless otherwise agreed in writing.

5.4 Time for payment shall be of the essence. Interest on overdue amounts shall accrue daily at 8% per annum above the Bank of England base rate.

6. Delivery and Risk

6.1 Delivery shall be made to the address specified in the Customer's order or as otherwise agreed.

6.2 Risk in the Goods shall pass to the Customer upon delivery.

6.3 The Company may deliver the Goods in instalments and invoice each instalment separately.

7. Title and Retention of Title

7.1 Title to the Goods shall remain with the Company until full payment has been received for all sums due.

7.2 Until title passes, the Customer shall hold the Goods as bailee and shall insure them for their full replacement value.

7.3 The Company may recover the Goods at any time before title passes and the Customer grants the Company irrevocable licence to enter any premises for this purpose.

8. Warranties and Defects

8.1 The Company warrants that the Goods will be free from defects in materials and workmanship for 12 months from delivery.

8.2 The Company's sole obligation for defective Goods is to repair or replace them at the Company's option.

8.3 The warranty does not apply to defects arising from misuse, normal wear and tear, or unauthorised modifications.

9. Limitation of Liability

9.1 Nothing in these Conditions excludes or limits liability for death or personal injury caused by negligence, fraud, or fraudulent misrepresentation.

9.2 Subject to condition 9.1, the Company's total liability for any breach of contract, tort, or otherwise shall not exceed the price paid for the relevant Goods and/or Services.

9.3 The Company shall not be liable for any indirect, special, or consequential losses or loss of profits.

10. Force Majeure

10.1 Neither party shall be liable for any delay or failure to perform due to circumstances beyond their reasonable control, including but not limited to acts of God, war, terrorism, pandemic, or government restrictions.

11. Intellectual Property

11.1 All intellectual property rights in any designs, drawings, or specifications created by the Company remain the property of the Company.

11.2 The Customer grants the Company a non-exclusive licence to use any of the Customer's intellectual property necessary for the performance of the Contract.

12. Confidentiality

12.1 Each party shall keep confidential all information received from the other party and use it solely for the purposes of the Contract.

12.2 This obligation shall survive termination of the Contract for a period of 5 years.

13. Termination

13.1 Either party may terminate the Contract by giving 30 days' written notice.

13.2 Either party may terminate immediately if the other party commits a material breach that is not remedied within 14 days of written notice.

13.3 Either party may terminate immediately if the other party becomes insolvent or enters administration.

14. Data Protection

14.1 Both parties shall comply with all applicable data protection laws, including the UK GDPR and Data Protection Act 2018.

14.2 Where the Company processes personal data on behalf of the Customer, the parties shall enter into a separate data processing agreement.

15. General

15.1 These Conditions constitute the entire agreement between the parties and supersede all prior agreements and understandings.

15.2 No waiver of any breach shall constitute a waiver of any other breach.

15.3 If any provision is held to be invalid or unenforceable, the remainder shall continue in full force and effect.

15.4 The Contract may not be assigned without the prior written consent of the other party.

16. Governing Law and Jurisdiction

16.1 These Conditions and any dispute arising out of or in connection with them shall be governed by English law.

16.2 The parties submit to the exclusive jurisdiction of the English courts.

17. Contact Information

For any questions regarding these Conditions of Supply, please contact us at:

Etree Productions Limited

Email: info@etr.ee

Address: [Your registered address]