Status of These Terms & Conditions

1. These Terms and Conditions and other special conditions set out in the Purchase Order shall apply to the purchase by Prodolce Ltd from Supplier of all Goods and / or Services set out on the Purchase Order to the exclusion of all other Terms and Conditions, including any terms or conditions which are implied by trade, custom, practice or course of dealing or which Supplier may purport to apply under any other document or otherwise or which are endorsed upon any correspondence or documents issued by Supplier irrespective of their date of communication to Prodolce Ltd. However, the parties may explicitly exclude the application of these Terms and Conditions in a separately negotiated and signed written contract signed by both parties in respect of the Goods or Services identified in the Purchase Order.

2. The Purchase Order constitutes an offer by Prodolce Ltd to purchase the Goods or Services specified therein in accordance with these Terms and Conditions. The Purchase Order and these Terms and Conditions shall be deemed to be accepted by Supplier on the earlier of:

2.1 Supplier executing the Purchase Order; or

2.2 Supplier issuing a written acceptance of the Purchase Order; or

2.3 Supplier doing any act consistent with fulfilling the Purchase Order at which point the Agreement shall come into existence.

2.4 Prodolce Ltd will not be liable in respect of any Purchase Order(s) or instructions other than those issued or confirmed on its official Purchase Order documents, whether issued in hard copy, or issued electronically (in which case such documents shall be valid only when duly signed) in accordance with these Terms and Conditions.

2.5 Except in the case of fraud, wilful misconduct or gross negligence by Prodolce Ltd, Prodolce Ltd shall not be liable for any costs arising from Supplier’s failure to perform its obligations in respect of any Purchase Order due to the lack of knowledge or understanding of specification or otherwise given in a Purchase Order.

3. These Terms and Conditions do not give, or purport to give, Supplier any rights of exclusivity in relation to any Goods and/or Services.

4. Supplier waives any right it might have to rely on any term endorsed upon, delivered with or contained in any documents of Supplier that is inconsistent with these Terms and Conditions.

5. Prodolce Ltd’ rights and remedies under these Terms and Conditions are in addition to its rights and remedies implied by statute and common law.