Version date: 2 August 2026

STATUS AND APPLICATION OF THESE TERMS

These Master Terms and Conditions of Supply (the "Terms") are published by EUROPE-WORLDWIDE TRADING LIMITED, a company incorporated in England and Wales, whose registered office is at 167–169 Great Portland Street, 5th Floor, London W1W 5PF, United Kingdom, trading as "LBW Group" and "Luxury Beauty Wholesale" (the "Contracting Entity", and together with its Group Companies, "LBW Group").

These Terms do not require separate signature. They apply to and are incorporated into each supplier agreement, supplier acceptance form, onboarding agreement, purchase order acknowledgement or other written agreement by which a supplier agrees to supply Products to LBW Group and expressly agrees to be bound by the terms published at the URL identified in that document (the "Supplier Agreement").

The supplier identified in the Supplier Agreement is the "Supplier". The Contracting Entity and the Supplier are each a "party" and together the "parties".

The Supplier Agreement, the Supplier's record in the Supplier Centre and each applicable Purchase Order will identify the Supplier and record the relevant commercial and administrative details, including its legal name, registration details, registered and trading addresses, tax and customs numbers, approved categories, territory, payment terms, notice details and any agent for service of process. The Supplier warrants that all such details are complete and accurate and shall notify LBW Group in writing of any change within five Business Days.

Where a Supplier Agreement identifies an individual as guarantor, that individual is bound by clause 41. The guarantee and indemnity in clause 41 apply only where the relevant individual has expressly accepted those obligations in the Supplier Agreement or a separate guarantee document.

BACKGROUND

(A) LBW Group is a wholesale purchaser and distributor of branded beauty, fragrance and cosmetic products, which it resells to retail and wholesale customers in the United Kingdom and internationally, including through third-party marketplaces.

(B) The Supplier is not an authorised distributor of the Brand Owners whose Products it supplies. The parties acknowledge that the lawfulness of LBW Group's resale of those Products depends on their provenance, and this Agreement allocates responsibility for that provenance to the Supplier.

(C) This Agreement sets out the terms on which the Supplier will supply Products to LBW Group. It applies to every Purchase Order issued by LBW Group and to every supply of Products by the Supplier.

It is agreed as follows:

1. DEFINITIONS AND INTERPRETATION

1.1 In this Agreement, the following definitions apply:

"Affiliate" means, in relation to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with that party, where "control" means the ownership of more than 50% of the voting share capital or the ability to direct the management of that entity.

"Agreement" means the Supplier Agreement, these Terms, their Schedules, each applicable Purchase Order and any other document incorporated in accordance with clause 2, as varied in accordance with clause 40.2.

"Approved Categories" means the product categories recorded in the Supplier Agreement, Supplier Centre or applicable Purchase Order.

"Brand Owner" means the proprietor of the trade mark or brand under which a Product is sold, or its authorised licensee.

"Business Day" means a day other than a Saturday, Sunday or public holiday in England.

"Chain of Title Documentation" means the documents specified in clause 13.3.

"Confidential Information" means all information of a confidential nature disclosed by or on behalf of one party to the other, whether before or after the date of this Agreement, including commercial terms, pricing, supply sources, customer information, business plans, and Personal Data, but excluding information that is or becomes public other than through breach of this Agreement.

"Contracting Entity" means Europe-Worldwide Trading Limited or, following any transfer under clause 3.4, the Successor Entity notified to the Supplier.

"Delivery Point" means the place at which the Products are to be made available or delivered, as stated in the Purchase Order and determined by the applicable Incoterm.

"Effective Date" means the date on which the Supplier signs, electronically accepts or otherwise becomes bound by the Supplier Agreement.

"Force Majeure Event" has the meaning given in clause 30.1.

"Group Company" means the Contracting Entity and each of its Affiliates from time to time.

"Guarantor" means any individual expressly identified as guarantor in the Supplier Agreement or in a separate guarantee document and who accepts the obligations in clause 41 in their personal capacity.

"Incoterms" means Incoterms® 2020 as published by the International Chamber of Commerce, or such later edition as is expressly stated in a Purchase Order.

"Indemnified Parties" means LBW Group, each Group Company, each Purchasing Entity and their respective directors, officers, employees, agents and customers.

"LBW Group" means the Contracting Entity, trading as "LBW Group" and "Luxury Beauty Wholesale", together with each Group Company and each Purchasing Entity, and references to LBW Group include any Successor Entity from time to time.

"Net Landed Cost" means the price paid or payable for the Products together with all freight, insurance, customs duty, import VAT (to the extent irrecoverable), inspection, storage, handling, repacking and disposal costs incurred by LBW Group in respect of those Products.

"Personal Data" has the meaning given in the UK GDPR.

"Product" means any goods described in a Purchase Order, together with all packaging, labelling, inserts, instructions, warnings, samples, testers and accompanying materials. "Product" and "Merchandise" are synonymous.

"Purchase Order" means a written order for Products issued by or on behalf of LBW Group, whether by email, procurement platform, electronic data interchange or other written means.

"Purchasing Entity" means the Group Company identified as the buyer on a Purchase Order or, where none is identified, the Contracting Entity.

"Successor Entity" means any entity to which the Contracting Entity's rights and obligations under this Agreement are transferred in accordance with clause 3.4.

"Supplier Centre" means LBW Group's supplier portal, or any replacement platform notified to the Supplier, through which Purchase Orders, documents, notices and supplier records may be issued, exchanged and stored.

"Supplier Agreement" has the meaning given in the Status and Application of these Terms section and includes any signed or electronically accepted supplier onboarding, acceptance or incorporation document that identifies the Supplier and incorporates these Terms.

"Territory" means the territory or region recorded in the Supplier Agreement, Supplier Centre or applicable Purchase Order.

"Trade Controls" means all applicable export control, import control, customs and economic or trade sanctions laws and regulations, including those of the United Kingdom, the European Union, the United States and the United Nations.

"UK GDPR" has the meaning given in section 3(10) of the Data Protection Act 2018.

1.2 Clause and Schedule headings do not affect interpretation. A reference to a clause or Schedule is to a clause of or Schedule to this Agreement.

1.3 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time, and includes all subordinate legislation made under it.

1.4 The words "including", "in particular" and "for example" are illustrative and do not limit the generality of the preceding words.

1.5 The terms "Supplier" and "Vendor" are synonymous wherever they appear in any document forming part of or issued under this Agreement.

1.6 The parties have expressly required that this Agreement and all documents relating to it be drawn up in the English language. Any translation is provided for convenience only and the English text prevails.

2. STRUCTURE OF THE AGREEMENT AND ORDER OF PRECEDENCE

2.1 This Agreement applies to every purchase, sale, shipment and delivery of Products by the Supplier to LBW Group from the Effective Date. It supersedes all prior agreements, arrangements and understandings between the parties relating to the supply of Products, except to the extent that the Supplier Agreement expressly preserves or varies a particular term.

2.2 The documents forming the contractual relationship between the parties are, in descending order of precedence:

(a) the Supplier Agreement, but only to the extent that it expressly states that a provision overrides these Terms;

(b) these Terms (including their Schedules);

(c) any Purchase Order, but only as to the price, quantity, Product specification, Delivery Point, delivery date and Incoterm stated in it;

(d) the Supplier Code of Conduct and any packaging, labelling or compliance specification issued by LBW Group under clause 11.1; and

(e) any other document issued or exchanged between the parties in connection with the supply of Products.

2.3 If there is any conflict or inconsistency between the documents listed in clause 2.2, the document higher in that list prevails to the extent of the conflict. No document lower in the list may vary this Agreement except as expressly permitted by clause 2.2(a) or 2.2(c).

2.4 LBW Group is not bound by, and expressly rejects, any term, condition or provision that is different from or additional to this Agreement and which is contained in any quotation, acknowledgement, invoice, delivery note, packing list, confirmation, correspondence, website, portal or other document submitted by the Supplier, whether or not LBW Group has signed or acknowledged it and whether or not it is submitted after the date of this Agreement.

2.5 This Agreement is not an exclusive arrangement and does not appoint the Supplier as a distributor, agent or representative of LBW Group or of any Brand Owner. The Supplier acknowledges that LBW Group gives no commitment to purchase any minimum volume or value of Products.

3. CONTRACTING ENTITY, GROUP COMPANIES AND SUCCESSOR ENTITIES

3.1 The Contracting Entity at the Effective Date is Europe-Worldwide Trading Limited, which trades under the names "LBW Group" and "Luxury Beauty Wholesale". The use of a trading name in any Purchase Order, invoice, correspondence or other document does not affect the identity of the Contracting Entity or the Purchasing Entity, and no such document is invalid or unenforceable by reason only of being issued in a trading name.

3.2 Any Group Company may issue a Purchase Order as a Purchasing Entity. Each Purchase Order so issued creates a separate contract between the Supplier and that Purchasing Entity on the terms of this Agreement, as if that Purchasing Entity were named in this Agreement in place of the Contracting Entity. No further signature, counter-signature or supplier onboarding is required for that contract to take effect.

3.3 Each Purchasing Entity is responsible only for its own Purchase Orders. No Group Company has any liability for the obligations of another Group Company, save that LBW Group may exercise rights of set-off across Group Companies in accordance with clause 8.1.

3.4 Transfer to a Successor Entity. LBW Group may at any time, by written notice to the Supplier, assign, transfer or novate all or part of its rights and obligations under this Agreement to any Group Company or to any other entity that acquires all or a substantial part of the business or assets to which this Agreement relates. The Supplier:

(a) irrevocably and unconditionally consents in advance to any such assignment, transfer or novation, and agrees that no further consent, signature or re-execution of this Agreement is required for it to take effect;

(b) agrees that from the date stated in the notice, the Successor Entity is substituted for the Contracting Entity as a party to this Agreement, that the Successor Entity assumes and may enforce all rights and obligations of the Contracting Entity (including in respect of matters arising before that date), and that the Supplier releases the Contracting Entity from its obligations to the extent assumed;

(c) shall, within five Business Days of written request, execute and deliver any novation agreement, deed or other document reasonably required to give effect to the transfer, in a form substantially consistent with this clause 3.4; and

(d) irrevocably appoints LBW Group as its attorney to execute any such document on its behalf if it fails to do so within that period, and ratifies in advance anything done under this authority.

3.5 A notice under clause 3.4 is conclusive evidence, as between the parties, of the identity of the Contracting Entity from the date stated in it. Open Purchase Orders continue in force without interruption and are treated as having been issued by the Successor Entity.

3.6 The Supplier shall not assign, transfer, novate, charge or otherwise deal with any of its rights or obligations under this Agreement without LBW Group's prior written consent, except as permitted by clause 8.3.

4. TERM

4.1 This Agreement takes effect on the Effective Date and continues until terminated in accordance with clause 31.

4.2 Termination of this Agreement does not of itself terminate any Purchase Order accepted before termination, which continues to be governed by this Agreement until completed or cancelled.

5. PURCHASE ORDERS

5.1 The Supplier may supply Products only against a Purchase Order. Despatch of Products, or acceptance of a Purchase Order by any means, constitutes acceptance of that Purchase Order and of this Agreement. Purchase Orders will ordinarily be for Products within the Approved Categories and sourced from within the Territory, but LBW Group may issue a Purchase Order for any Product the Supplier is able to supply.

5.2 The Supplier shall acknowledge each Purchase Order within two Business Days, confirming the price, quantity, batch codes where known, expiry or best-before dates, Incoterm and readiness date. A Purchase Order not acknowledged within that period may be withdrawn by LBW Group without liability.

5.3 The Supplier shall mark all invoices, bills of lading, packing lists, certificates and other documents legibly with the Purchase Order number, the LBW Group item reference and, where applicable, the batch code and EAN/UPC of each Product.

5.4 Any forecast, projection, purchasing history, indication of interest or statement as to future volumes given by LBW Group is non-binding and given for planning purposes only. LBW Group has no liability for any expenditure, commitment or forbearance by the Supplier in reliance on it.

5.5 LBW Group may cancel or reduce any Purchase Order, in whole or in part, at any time before despatch. Where the Supplier has irrevocably committed to third-party costs directly and solely referable to the cancelled Products and has taken reasonable steps to mitigate them, LBW Group shall reimburse those costs on production of documentary evidence. LBW Group has no further liability for cancellation.

6. PRICE

6.1 The price stated in a Purchase Order is fixed and inclusive of packing, palletisation, marking, documentation and (where the applicable Incoterm so requires) loading. It is not subject to increase, surcharge or additional charge for any reason, including changes in raw material, labour, energy, currency or freight costs, or changes in law.

6.2 The Supplier shall give LBW Group not less than 30 days' written notice of any change to its prices. A price change takes effect only in respect of Purchase Orders issued after the expiry of that notice period.

6.3 Prices are exclusive of value added tax and any equivalent sales or turnover tax, which shall be shown separately on the invoice where properly chargeable. The Supplier shall account to the relevant tax authority for all such tax and warrants that it is properly registered for tax in each jurisdiction in which it is required to be, including under VAT number the Supplier’s applicable VAT or tax registration number where applicable.

6.4 The Supplier warrants that the price charged to LBW Group for any Product is no less favourable than that charged to any other customer of the Supplier purchasing comparable volumes on comparable terms at the same time.

7. INVOICING AND PAYMENT

7.1 The Supplier shall issue a valid invoice on or after the date of despatch. An invoice is valid only if it states the Purchase Order number, the LBW Group item references, quantities, unit prices, currency, the Supplier's bank details as verified under LBW Group's supplier onboarding process, and any tax properly chargeable.

7.2 Subject to clause 7.5, LBW Group shall pay each valid and undisputed invoice in accordance with the payment terms recorded in the Supplier Agreement, Supplier Centre or applicable Purchase Order. Where no payment terms are stated, or where the terms stated are unclear, LBW Group shall pay each valid and undisputed invoice within 60 days of the later of (a) completion of delivery in accordance with clause 9, and (b) receipt of the valid invoice.

7.3 The Supplier shall submit all invoices within three months of the despatch to which they relate. LBW Group is not obliged to pay an invoice submitted more than six months after despatch.

7.4 Where LBW Group disputes an invoice in whole or in part, it shall pay the undisputed balance in accordance with clause 7.2 and shall notify the Supplier of the basis of the dispute in sufficient detail for the Supplier to understand it, in any event no later than eight days before the date on which payment would otherwise fall due.

7.5 If any statute or regulation applicable to this Agreement imposes a maximum permitted payment period shorter than that stated in clause 7.2, or a mandatory right to interest or compensation on late payment, that provision applies and clause 7.2 is modified accordingly to the minimum extent necessary to comply. Nothing in this Agreement excludes or restricts any such statutory right.

7.6 Payment of an invoice is not acceptance of the Products, an admission that they conform to this Agreement, or a waiver of any right or remedy.

7.7 The Supplier shall notify LBW Group in writing of any change to its bank details, and LBW Group shall be entitled to verify any such change by telephone with a previously known contact before making payment. LBW Group is not liable for payment made to bank details notified fraudulently by a third party where it has followed its verification process.

8. SET-OFF AND ASSIGNMENT OF RECEIVABLES

8.1 LBW Group may set off, deduct or withhold from any sum due to the Supplier any amount owed by the Supplier to any Group Company, whether under this Agreement or otherwise and whether liquidated or not, including amounts in respect of rejected Products, customer returns, recalls, shortages, regulatory fines, defective allowances, agreed rebates and indemnity claims. LBW Group shall provide reasonable detail of any such deduction.

8.2 The Supplier shall pay all sums due to LBW Group in full without set-off, counterclaim, deduction or withholding.

8.3 The Supplier may assign, factor or charge its receivables against LBW Group only if, before the assignment takes effect, LBW Group receives written notice signed by an authorised officer of both the Supplier and the assignee, on the Supplier's letterhead, stating the Supplier's account reference, the assignee's full legal name, remittance details and the effective date. Any assignment takes effect subject to all rights of set-off and defences available to LBW Group under clause 8.1.

9. DELIVERY, TITLE AND RISK

9.1 Delivery terms are as stated in the Purchase Order and are interpreted in accordance with Incoterms. Where no delivery term is stated, delivery is EXW the Supplier's stated premises at the Supplier’s trading address last notified to LBW Group (Incoterms 2020).

9.2 Title to the Products passes to the relevant Purchasing Entity at the point at which risk passes under the applicable Incoterm or, if earlier, on payment. Where the Supplier does not hold good title at that time, title passes at the moment the Supplier acquires it.

9.3 The Supplier warrants that it will transfer full and unencumbered legal and beneficial title to the Products, free from any lien, charge, retention of title, security interest or third-party right.

9.4 The Supplier shall make the Products available for collection or deliver them (as applicable) on the date and at the location stated in the Purchase Order, with all documents required under clause 9.5 available at the same time.

9.5 The Supplier shall provide, at or before despatch: a commercial invoice; a packing list stating carton dimensions, gross and net weights, batch codes and quantities per carton; a certificate of origin where requested; safety data sheets or a manufacturer's statement that none is required; and the Chain of Title Documentation required by clause 13.3.

9.6 Time of delivery is of the essence. The Supplier shall notify LBW Group immediately if it becomes aware that it will not be able to make the Products available on the stated date.

10. SHIPMENT, DELAY AND SHORT DELIVERY

10.1 Where the Supplier is not ready to load a collecting carrier on the stated date, the Supplier is responsible for all resulting costs, including waiting time, redelivery, re-booking, demurrage, detention and storage.

10.2 Where the Supplier is responsible for delivery and the Products are not received by the stated arrival date, LBW Group may cancel the Purchase Order in whole or in part without liability, and may recover the costs referred to in clause 22.3.

10.3 The Supplier shall not make part deliveries or substitute Products without LBW Group's prior written consent. LBW Group may reject any over-delivery or accept it at the Purchase Order price for the quantity ordered only.

10.4 Where the Supplier is unable to supply the full quantity ordered, it shall notify LBW Group before despatch and shall not allocate to another customer any stock that LBW Group has ordered and the Supplier has confirmed.

11. PACKING, PACKAGING AND MARKING

11.1 The Supplier shall pack, mark and load the Products in accordance with LBW Group's packing and labelling requirements as notified in writing from time to time, and with the requirements of the carrier. Where those requirements conflict, LBW Group's requirements prevail. LBW Group shall give the Supplier not less than 30 days' notice of any material change to its requirements.

11.2 Products shall be packed so as to prevent damage, deterioration, contamination and tampering in transit and storage, and so that no Product is crushed, marked or scuffed. Costs of packing are included in the price.

11.3 Each unit and each outer carton shall bear an accurate, scannable GTIN/EAN or UPC corresponding to the Product. Where a barcode is missing, inaccurate or unscannable, LBW Group may recover from the Supplier the reasonable costs it actually incurs in relabelling, re-inducting or returning the affected Products.

11.4 Pallets shall be heat-treated and ISPM 15 compliant where required, shrink-wrapped, and within the height and weight limits notified by LBW Group.

11.5 The Supplier shall comply with all applicable packaging waste, extended producer responsibility and recyclability labelling obligations in respect of packaging it supplies.

12. PRODUCT WARRANTIES

12.1 The Supplier represents and warrants, in respect of every Product supplied and on each date of despatch, that:

(a) the Products are genuine goods originating from the Brand Owner or its authorised manufacturer, and are not counterfeit, imitation, refilled, reconstituted, decanted or otherwise adulterated;

(b) the Products are new, unused and in their original condition and original sealed packaging as supplied by the manufacturer, with all original inserts, instructions and warnings, and with no seal broken or packaging opened;

(c) no part of the Product, its labelling or its packaging has been altered, defaced, over-labelled, relabelled or removed, including serial numbers, batch codes, lot codes, date codes and traceability or identification markings;

(d) the Products are not testers, samples, "not for resale", staff, promotional, duty-free, damaged, returned, salvage or reworked stock, unless expressly identified as such on the Purchase Order;

(e) the Products are of satisfactory quality, fit for the purposes for which goods of that kind are commonly supplied and for any purpose made known to the Supplier, free from defects in design, materials and workmanship, and correspond with their description and with any sample;

(f) any sample provided to LBW Group is drawn from, and does not differ from, the stock actually to be despatched;

(g) the Products, their labelling, packaging and marketing materials comply with all applicable laws and regulatory requirements in the United Kingdom and in every other country notified by LBW Group as a country of intended resale, and with all of the manufacturer's specifications for those countries;

(h) the manufacture, importation, distribution, promotion, display, sale, resale and use of the Products does not and will not infringe any patent, trade mark, trade dress, design right, copyright, database right, trade name or other intellectual property or third-party right;

(i) the Supplier is not party to any agreement, restriction, distribution arrangement or undertaking that limits or prohibits its sale of the Products to LBW Group or LBW Group's resale of them;

(j) the Products are not subject to any anti-dumping or countervailing duty investigation or order, and are not subject to any recall, safety notice, withdrawal or regulatory enforcement action in any jurisdiction; and

(k) all invoices and documents provided by the Supplier are genuine, accurate and correspond to the Products actually despatched.

12.2 The warranties in this clause 12 and in clauses 13 to 15 are in addition to, and do not exclude, the terms implied by the Sale of Goods Act 1979 and the Supply of Goods and Services Act 1982.

12.3 LBW Group's inspection, testing, approval or acceptance of any Product, sample, artwork, label, packaging or promotional material does not relieve the Supplier of any obligation or warranty under this Agreement.

13. PROVENANCE, CHAIN OF TITLE AND EXHAUSTION OF RIGHTS

13.1 The Supplier acknowledges that LBW Group purchases and resells branded goods outside the Brand Owners' authorised distribution networks, and that the lawfulness of that resale depends on the Products having been first placed on the market in a territory in which the Brand Owner's rights are exhausted for the purposes of the intended country of resale.

13.2 The Supplier represents and warrants that every Product supplied:

(a) was first placed on the market within the United Kingdom or the European Economic Area by the Brand Owner or with the Brand Owner's express consent, such that the Brand Owner's trade mark rights are exhausted in respect of the United Kingdom; and

(b) where LBW Group has notified the Supplier of any other country of intended resale, was first placed on the market in a territory such that the Brand Owner's rights are exhausted for the purposes of resale in that country.

13.3 Chain of Title Documentation. The Supplier shall provide, at or before despatch and in any event within five Business Days of written request, a complete and unbroken documentary chain of title for each batch of Products supplied, from the Brand Owner or its authorised distributor to the Supplier. This shall include copies of the underlying purchase invoices at each stage, showing quantities and batch codes sufficient to match the Products despatched.

13.4 The Supplier shall retain the Chain of Title Documentation for not less than seven years from the date of despatch and shall provide it to LBW Group, to any Brand Owner, or to any court, customs authority or regulator, promptly on request.

13.5 The Supplier shall notify LBW Group immediately if it becomes aware of any claim, allegation, cease and desist notice, seizure, detention or investigation by any Brand Owner, customs authority or regulator concerning the authenticity, provenance or lawful importation of any Product supplied or to be supplied to LBW Group.

13.6 Failure to provide Chain of Title Documentation within the period specified in clause 13.3 is a material breach of this Agreement. Without limiting any other remedy, LBW Group may reject the affected Products under clause 16, suspend all further Purchase Orders, and withhold payment for the affected Products pending resolution.

13.7 In obtaining the Products, neither the Supplier nor anyone acting on its behalf has made or will make any false statement or any representation, agreement or undertaking that would be breached by the Supplier's sale of the Products to LBW Group or by LBW Group's resale of them in the United Kingdom or in any notified country of resale.

14. REGULATORY COMPLIANCE

14.1 The Supplier shall comply, and shall ensure that the Products comply, with all applicable laws and regulations, including those relating to product safety, cosmetics, chemicals, labelling, weights and measures, consumer protection, environmental protection, packaging waste, labour, health and safety, privacy, cybersecurity, competition, trade and customs.

14.2 Cosmetic products. In respect of any Product that is a cosmetic product, the Supplier warrants that:

(a) the Product complies with the UK Cosmetics Regulation and, where relevant to the country of resale, Regulation (EC) No 1223/2009;

(b) a Product Information File exists, is current, and is held at an address in the United Kingdom (and, where relevant, the European Union), and the Supplier shall on request provide LBW Group with the identity and address of the person holding it and procure access to it for LBW Group, its Responsible Person and any regulator;

(c) the Product has been notified on the Submit Cosmetic Product Notification portal (and, where relevant, the EU Cosmetic Products Notification Portal), or the Supplier shall provide all information reasonably required to enable LBW Group or its appointed Responsible Person to make that notification;

(d) the labelling bears all particulars required by the applicable regulation, including the name and address of the Responsible Person, the country of origin where required, the nominal content, the date of minimum durability or Period After Opening symbol, particulars of precautions for use, the batch code and the full ingredient list; and

(e) the Product contains no ingredient prohibited or restricted beyond permitted limits under the applicable regulation, and no ingredient tested on animals in breach of applicable law.

14.3 The Supplier shall provide, on request and within five Business Days, a Cosmetic Product Safety Report, safety assessment, certificate of analysis, certificate of free sale, or such other technical or regulatory documentation as LBW Group reasonably requires, or shall procure that the Brand Owner or manufacturer does so.

14.4 The Supplier shall provide a safety data sheet in the form required by applicable law, or a written statement from the manufacturer that none is legally required.

14.5 Where LBW Group notifies the Supplier that it intends to resell Products in a particular country, the Supplier shall promptly confirm in writing whether the Products as supplied comply with the regulatory requirements of that country, and shall identify any respect in which they do not.

14.6 The Supplier shall notify LBW Group within 24 hours of becoming aware of any safety concern, serious undesirable effect, ingredient restriction, regulatory action, withdrawal or recall affecting any Product supplied to LBW Group or any product of the same type or batch.

15. SHELF LIFE, STORAGE AND TRACEABILITY

15.1 Unless otherwise agreed in writing on the Purchase Order, every Product shall have not less than 24 months of remaining shelf life, or 75% of its total stated shelf life if shorter, at the point at which risk passes to LBW Group.

15.2 The Supplier shall state the batch code and, where applicable, the date of minimum durability or Period After Opening of every Product on the packing list, and shall not consolidate multiple batches within a single carton without identifying each batch on the carton.

15.3 The Supplier shall store, handle and transport the Products in conditions appropriate to their nature, including protection from heat, direct sunlight, frost, damp and odour transfer, and in accordance with any storage conditions stated by the manufacturer.

15.4 The Supplier shall maintain records enabling any Product to be traced by batch code to its immediate source and shall provide those records to LBW Group within two Business Days of request, including for the purposes of a recall.

16. INSPECTION, REJECTION AND RETURN

16.1 LBW Group may inspect and test the Products at any time before, during or after manufacture, and may reject or revoke acceptance of any Product that:

(a) does not conform in any respect to this Agreement, the Purchase Order or any sample;

(b) is shipped contrary to LBW Group's instructions or the agreed Incoterm;

(c) is short of, or in excess of, the quantity ordered;

(d) is subject to a recall, withdrawal or safety notice;

(e) is defective, damaged, deteriorated, past or approaching its date of minimum durability, or carries inadequate warnings, labelling or instructions;

(f) does not comply with any applicable law, regulation or industry standard; or

(g) is the subject of an unresolved provenance query under clause 13.

16.2 Acceptance is not deemed to occur, and LBW Group's right to reject is not lost, by reason of delivery, payment, unpacking, inspection, storage or the passage of time, provided that LBW Group notifies rejection within 30 Business Days of discovering the ground for rejection.

16.3 The Supplier bears all risk and expense of return, collection or disposal of rejected Products and shall, at LBW Group's option, refund the Net Landed Cost, replace the Products at its own cost, or issue a credit note. Where the Supplier does not collect rejected Products within 15 Business Days of notice, LBW Group may return them at the Supplier's cost or dispose of them and recover the cost of disposal.

16.4 Where rejected Products have been combined, commingled, repacked, bundled or assembled with other goods, the Supplier shall at LBW Group's option meet the reasonable costs of separation and repacking, or purchase the whole of the affected merchandise at Net Landed Cost.

16.5 Any defective allowance or quality rebate agreed between the parties is on account only, and does not limit the Supplier's liability for amounts exceeding it.

17. CUSTOMER RETURNS

17.1 LBW Group may return to the Supplier, at the Supplier's cost, any Product returned to LBW Group by a customer where the reason for return is one that would have entitled LBW Group to reject the Product under clause 16.

17.2 LBW Group may, at its option and at the Supplier's cost, handle such returns by salvage, resale as damaged stock, donation, recycling or destruction, and recover the Net Landed Cost together with the reasonable costs of handling and disposal.

18. RECALLS, WITHDRAWALS AND SAFETY NOTICES

18.1 If either party reasonably considers that any Product should be recalled or withdrawn, or is the subject of a safety notice or regulatory action, it shall notify the other immediately. LBW Group has sole control of the conduct of any recall or withdrawal of Products it has supplied to its customers.

18.2 The Supplier shall bear all costs of any recall, withdrawal or corrective action arising from a breach of this Agreement or from a defect, non-compliance or safety concern attributable to the Products, including the costs of notification, customer communication, retrieval, freight, storage, testing, destruction, refunds and credits to customers, regulatory reporting, and reasonable management time and professional fees.

18.3 The Supplier shall co-operate fully with LBW Group, and with any Brand Owner, regulator or enforcement authority, in relation to any recall, withdrawal, investigation or enforcement action.

19. AUDIT AND INSPECTION

19.1 The Supplier shall permit LBW Group, its customers and their respective representatives and auditors, on reasonable notice and during normal business hours, to inspect and audit any premises, systems, records and processes used in connection with the Products, for the purposes of verifying quality, safety, provenance, traceability, storage conditions, supply-chain security, and compliance with this Agreement and the Supplier Code of Conduct.

19.2 Each party bears its own costs of an audit, save that where an audit reveals material non-compliance, the Supplier shall reimburse LBW Group's reasonable costs of that audit and of any follow-up audit.

19.3 The Supplier warrants that it does not use, and shall not use, any stolen, misappropriated or unlicensed information technology in connection with its business. If an audit reveals otherwise, LBW Group may treat the Supplier as being in material breach and cancel all outstanding Purchase Orders without liability.

20. POST-PAYMENT AUDIT

20.1 LBW Group may conduct a post-payment audit of any transaction, rebate, allowance, discount or programme within three years of the date of the transaction or of completion of the programme, whichever is later. Where an audit identifies non-compliance, LBW Group may extend that period in respect of related transactions.

20.2 The Supplier shall provide all supporting documentation and information reasonably requested for that purpose within ten Business Days, and shall promptly repay or credit any amount shown to have been overpaid.

21. INDEMNITY

21.1 The Supplier shall indemnify and keep indemnified the Indemnified Parties against all losses, liabilities, damages, fines, penalties, costs and expenses (including reasonable legal and professional fees and reasonable internal management time) suffered or incurred by any of them arising out of or in connection with:

(a) any actual or alleged infringement of any intellectual property or other third-party right by the Products or by their importation, distribution, promotion, display, sale, resale or use;

(b) any claim, allegation, seizure, detention or enforcement action by a Brand Owner, customs authority or regulator concerning the authenticity, provenance, exhaustion of rights or lawful importation of the Products;

(c) any breach by the Supplier of this Agreement, including any warranty in clauses 12 to 15;

(d) death, personal injury, illness or damage to property caused by the Products or by their manufacture, packaging, storage, handling, shipment or delivery;

(e) any recall, withdrawal, corrective action or safety notice affecting the Products;

(f) any breach by the Supplier of applicable law, including clauses 14, 27 and 28; and

(g) any failure by the Supplier to pay any third party engaged in connection with the Products.

21.2 LBW Group shall notify the Supplier of any claim to which the indemnity applies. The Supplier shall instruct legal representatives approved by LBW Group (such approval not to be unreasonably withheld) and shall not settle, compromise or admit liability in respect of any claim without LBW Group's prior written consent, such consent not to be unreasonably withheld where the settlement involves payment only by the Supplier and includes a full release of the Indemnified Parties.

21.3 LBW Group may elect to assume the conduct of any claim that materially affects its reputation, its relationship with a Brand Owner, or its ability to trade, in which case the Supplier shall provide all reasonable assistance and shall remain liable under the indemnity for the reasonable costs of that conduct.

21.4 The Supplier assigns to LBW Group, and shall on request execute any document required to assign, any claim it has or may have against any third party in respect of Products supplied under this Agreement, to the extent necessary to enable LBW Group to recover a loss it has suffered.

22. GUARANTEE, REMEDIES AND LIMITATION OF LIABILITY

22.1 The Supplier guarantees the quality and conformity of the Products and shall, at LBW Group's option, repair, replace, refund or credit any Product that fails to conform, at the Supplier's own cost. Repeated or persistent non-conformity entitles LBW Group to terminate under clause 31.2.

22.2 LBW Group's rights and remedies under this Agreement are cumulative and in addition to any right or remedy provided by law. Exercise of one right or remedy does not preclude the exercise of another.

22.3 Recoverable loss. The parties agree that the following are recoverable heads of loss where caused by the Supplier's breach, and are not to be treated as indirect or consequential: the Net Landed Cost of affected Products; wasted freight, duty, import VAT (to the extent irrecoverable), storage, inspection, testing, relabelling, repacking and disposal costs; the costs of recall, withdrawal and corrective action; refunds, credits, price reductions, penalties and compensation properly paid to LBW Group's customers; the costs of sourcing replacement goods, including any excess over the Purchase Order price; lost gross margin on the affected Products and on any order lost as a direct result; regulatory and marketplace fines and delisting costs; and reasonable legal and professional fees. Any such amount must be actually incurred or actually lost and supported by reasonable evidence.

22.4 Nothing in this Agreement limits or excludes either party's liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any liability that cannot lawfully be limited or excluded.

22.5 Subject to clause 22.4, the Supplier's liability is unlimited in respect of: the indemnities in clause 21; breach of clauses 12 (Product Warranties), 13 (Provenance), 14 (Regulatory Compliance), 25 (Confidentiality), 26 (Data Protection), 27 (Compliance with Laws) and 28 (Trade Controls); wilful default; and gross negligence.

22.6 Subject to clauses 22.4 and 22.5, the Supplier's aggregate liability under or in connection with this Agreement is limited to the greater of (a) £1,000,000, and (b) three times the total price paid and payable by LBW Group to the Supplier in the 12 months preceding the date of the event giving rise to the claim.

22.7 Subject to clause 22.4, LBW Group's aggregate liability under or in connection with this Agreement is limited to the price payable for the Products to which the claim relates, and LBW Group is not liable for loss of profit, loss of business or indirect or consequential loss.

22.8 The parties have negotiated and agreed the allocation of risk in this clause 22 having regard to the price of the Products, the insurance required by clause 23, and the nature of the risks assumed, and consider it fair and reasonable.

23. INSURANCE

23.1 The Supplier shall maintain, with reputable insurers, the policies and minimum limits set out in Schedule 2, for the duration of this Agreement and for a period of six years after its termination.

23.2 Where any policy is written on a claims-made basis, the Supplier shall maintain it throughout its relationship with LBW Group and shall purchase an extended reporting period of not less than three years on cessation of cover.

23.3 The Supplier shall procure that LBW Group and each Group Company is named as additional insured (or that the policy contains an indemnity to principals clause) on all liability policies, that the Supplier's insurance is primary and non-contributory, and that insurers waive rights of subrogation against LBW Group and each Group Company.

23.4 The Supplier shall provide a certificate of insurance before the first Purchase Order is issued and on each renewal or replacement of cover, and shall notify LBW Group immediately of any cancellation, non-renewal or material reduction in cover.

23.5 The Supplier is responsible for ensuring that any agent, subcontractor or third party it engages holds equivalent cover. Compliance with this clause does not limit the Supplier's liability under this Agreement.

24. INTELLECTUAL PROPERTY

24.1 All intellectual property rights in LBW Group's names, trade marks, logos, artwork, specifications, product data, images and materials remain vested in LBW Group or its licensors. The Supplier acquires no right in them.

24.2 The Supplier shall not use LBW Group's name, trade marks or logos without prior written consent, and shall comply with any brand guidelines notified to it.

24.3 The Supplier grants LBW Group and each Group Company a non-exclusive, royalty-free, worldwide licence to use product images, descriptions, ingredient data and other content supplied by the Supplier, including content published on the Supplier’s website or otherwise supplied or made available by the Supplier, for the purpose of marketing and reselling the Products, including on third-party marketplaces, and warrants that it is entitled to grant that licence.

25. CONFIDENTIALITY

25.1 Each party shall keep the other's Confidential Information secure and confidential, use it only for the purposes of this Agreement, and disclose it only to those of its personnel and professional advisers who need to know it and who are bound by equivalent obligations.

25.2 The Supplier shall not disclose to any Brand Owner, competitor or third party the identity of LBW Group's customers, the terms of any Purchase Order, or the fact or contents of this Agreement, except as required by law or with LBW Group's prior written consent.

25.3 A party may disclose Confidential Information to the extent required by law, court order or a regulator, having first (where lawful) notified the other party and given it a reasonable opportunity to object.

25.4 The Supplier shall notify LBW Group without undue delay, and in any event within 24 hours, of any actual or suspected loss, unauthorised access to, or unauthorised disclosure of Confidential Information or Personal Data, and shall provide all assistance reasonably required to investigate, contain, remediate and report the incident.

25.5 On termination of this Agreement or on written request, the Supplier shall return or securely destroy all Confidential Information in its possession or control, and certify that it has done so, save to the extent it is required to retain it by law.

25.6 This clause survives termination for a period of five years, and indefinitely in respect of trade secrets and Personal Data.

26. DATA PROTECTION

26.1 Each party shall comply with the UK GDPR, the Data Protection Act 2018 and all other applicable data protection legislation.

26.2 Where the Supplier processes Personal Data on behalf of LBW Group, it does so as processor and shall: process it only on LBW Group's documented instructions; ensure that persons authorised to process it are bound by confidentiality; implement appropriate technical and organisational security measures; not engage a sub-processor without LBW Group's prior written authorisation; assist LBW Group with data subject requests, security, breach notification and impact assessments; not transfer Personal Data outside the United Kingdom without an appropriate transfer mechanism in place; and on termination delete or return the Personal Data.

26.3 The Supplier shall notify LBW Group promptly of any complaint, request or communication from a data subject or supervisory authority relating to Personal Data processed under this Agreement, and shall not respond to it without LBW Group's prior written consent unless required by law.

27. COMPLIANCE WITH LAWS, ANTI-BRIBERY, MODERN SLAVERY AND TAX EVASION

27.1 The Supplier shall comply with all applicable anti-bribery and anti-corruption laws, including the Bribery Act 2010, and shall not offer, give, request or accept any bribe, facilitation payment or improper advantage in connection with this Agreement.

27.2 The Supplier shall maintain adequate procedures designed to prevent bribery by persons associated with it, and shall not offer any gift, hospitality or gratuity to any employee or officer of LBW Group other than of nominal value and in accordance with LBW Group's policies.

27.3 The Supplier shall comply with the Modern Slavery Act 2015 and shall ensure that there is no slavery, servitude, forced or compulsory labour, human trafficking or child labour in its business or supply chains. It shall provide, on request, information about the steps it has taken to verify this.

27.4 The Supplier shall have in place reasonable prevention procedures to prevent the facilitation of tax evasion by any person associated with it, as required by Part 3 of the Criminal Finances Act 2017, and shall not engage in or facilitate any tax evasion offence.

27.5 The Supplier shall comply with all applicable competition law and shall not participate in any price-fixing, market-sharing, bid-rigging or other anti-competitive arrangement in connection with the supply of Products.

27.6 Breach of this clause 27 is a material breach that cannot be remedied and entitles LBW Group to terminate immediately under clause 31.2.

28. TRADE CONTROLS AND SANCTIONS

28.1 The Supplier shall comply with all applicable Trade Controls and shall not source, supply or ship any Product in breach of them.

28.2 The Supplier warrants that neither it, nor any of its owners, directors, officers or Affiliates, nor any party in its supply chain for the Products, is a person designated under, owned or controlled by a person designated under, or otherwise the target of, any applicable sanctions regime.

28.3 The Supplier shall provide accurate customs, origin, classification and valuation information for all Products, including under EORI number the Supplier’s applicable EORI or customs registration number where applicable, and shall not make or procure any false declaration to any customs or border authority.

28.4 The Supplier shall notify LBW Group immediately if any of the above ceases to be true, and LBW Group may in that event suspend or terminate this Agreement and any Purchase Order immediately and without liability.

29. SUPPLIER CODE OF CONDUCT

29.1 The Supplier shall comply with LBW Group's Supplier Code of Conduct as notified to it in writing and as amended from time to time on not less than 30 days' written notice. The Supplier shall procure equivalent compliance from its own suppliers and subcontractors.

29.2 LBW Group may terminate this Agreement immediately for breach of the Supplier Code of Conduct.

30. FORCE MAJEURE

30.1 A "Force Majeure Event" means an event beyond a party's reasonable control that could not have been avoided by reasonable precautions, including act of God, war, terrorism, civil unrest, epidemic, natural disaster, fire, flood, government action, and closure of ports or airspace. It does not include the Supplier's inability to obtain stock, insolvency or financial difficulty, labour dispute confined to the Supplier's own workforce, or failure by the Supplier's own supplier unless that failure itself results from a Force Majeure Event.

30.2 A party affected by a Force Majeure Event is not in breach for the resulting delay, provided it notifies the other within five Business Days, uses all reasonable endeavours to mitigate, and resumes performance as soon as practicable.

30.3 If a Force Majeure Event affecting the Supplier continues for more than 30 days, LBW Group may cancel any affected Purchase Order, or terminate this Agreement, in each case without liability.

30.4 A Force Majeure Event does not excuse any obligation to pay money that has fallen due.

31. TERMINATION

31.1 Either party may terminate this Agreement for convenience on 30 days' written notice.

31.2 LBW Group may terminate this Agreement, and cancel any or all outstanding Purchase Orders, immediately by written notice if:

(a) the Supplier commits a material breach and, where the breach is capable of remedy, fails to remedy it within ten Business Days of written notice;

(b) the Supplier breaches clause 13, 14, 27 or 28;

(c) the Supplier repeatedly supplies non-conforming Products, or repeatedly fails to meet agreed delivery dates;

(d) a Brand Owner, regulator, customs authority or marketplace raises a substantiated challenge to the authenticity, provenance or lawful importation of Products supplied by the Supplier;

(e) the Supplier suspends or threatens to suspend payment of its debts, is unable to pay its debts as they fall due, enters into any arrangement with creditors, or any step is taken for its administration, receivership, liquidation, winding-up or an analogous procedure in any jurisdiction; or

(f) there is a change of control of the Supplier, or a material change in its ownership, management or supply sources, which LBW Group reasonably considers adverse to its interests.

31.3 The Supplier shall notify LBW Group in writing within five Business Days of any change of control or of any event described in clause 31.2(e).

31.4 The Supplier may terminate this Agreement immediately if LBW Group fails to pay an undisputed invoice within 30 days of written notice that it is overdue, or on the occurrence in relation to LBW Group of an event described in clause 31.2(e), provided that termination does not affect any Purchase Order that LBW Group has paid for or continues to pay for in accordance with clause 7.

32. CONSEQUENCES OF TERMINATION

32.1 On termination, the Supplier shall complete any Purchase Order that LBW Group elects in writing to continue, on the terms of this Agreement, for up to 90 days after termination.

32.2 Termination does not affect any right, remedy, obligation or liability accrued at the date of termination.

32.3 Clauses 1, 3.5, 8, 12 to 22, 24 to 28, 32, 33, 36, 37, 38, 39, 40 and 41, and any other provision that by its nature is intended to survive, continue in force after termination.

33. SUBCONTRACTING

33.1 The Supplier shall not subcontract or delegate the performance of any of its obligations without LBW Group's prior written consent, and remains fully responsible for the acts and omissions of any permitted subcontractor as if they were its own.

33.2 LBW Group may perform any of its obligations, and exercise any of its rights, through any Group Company or through a third-party agent, without the Supplier's consent.

34. RELATIONSHIP OF THE PARTIES

34.1 The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, franchise or employment relationship, or authorises either party to bind the other.

34.2 This Agreement is non-exclusive. Each party is free to contract with any third party.

35. PUBLICITY

35.1 The Supplier shall not use LBW Group's name, or refer to its relationship with LBW Group, in any press release, marketing material, website, social media, customer reference or other public communication without LBW Group's prior written consent.

36. NOTICES

36.1 Any notice under this Agreement shall be in writing and sent to the postal address or email address recorded for that party in the Supplier Centre, or to such other address as the recipient notifies in writing. The Supplier’s postal and email addresses for notices are those stated in the Supplier Agreement or most recently recorded in the Supplier Centre.

36.2 A notice is deemed received: if delivered by hand, on delivery; if sent by international courier, on signature of the delivery receipt; if sent by first class post within the United Kingdom, at 9.00 a.m. on the second Business Day after posting; and if sent by email, at the time of transmission, or if transmitted outside business hours, at 9.00 a.m. on the next Business Day, provided no automated non-delivery or out-of-office notification is received.

36.3 Notices of termination, material breach or indemnity claim shall not be given by email alone and shall additionally be sent by hand or international courier.

36.4 This clause does not apply to the service of proceedings, for which clause 38.7 applies.

37. GOVERNING LAW

37.1 This Agreement, each Purchase Order, and any dispute or claim (including any non-contractual dispute or claim) arising out of or in connection with them, their subject matter or their formation, are governed by and construed in accordance with the law of England and Wales.

37.2 The United Nations Convention on Contracts for the International Sale of Goods 1980 does not apply.

38. DISPUTE RESOLUTION AND ENFORCEMENT

38.1 Escalation. Before commencing proceedings, a party shall notify the other in writing of the dispute, and senior representatives of each party shall seek to resolve it within 15 Business Days. This clause does not prevent either party from seeking urgent interim or injunctive relief at any time, and does not apply to a claim for payment of an undisputed sum.

38.2 LBW Group's election. LBW Group may, at its sole option, elect that any dispute be referred to and finally resolved by arbitration. It may make that election by written notice at any time before it serves a defence or, if LBW Group is the claimant, at any time before it commences court proceedings. If LBW Group makes that election, any court proceedings already commenced by the Supplier shall be stayed or discontinued and the dispute shall be determined by arbitration.

38.3 Arbitration. Where LBW Group elects arbitration, the dispute shall be finally resolved under the Arbitration Rules of the London Court of International Arbitration (LCIA), which Rules are deemed incorporated by reference. The seat of arbitration is London, England; the language is English; and the tribunal shall consist of one arbitrator, or three where the amount in dispute exceeds £500,000. The arbitration, the proceedings, the evidence and the award are confidential. The award is final and binding, and judgment on it may be entered in any court of competent jurisdiction anywhere in the world.

38.4 Jurisdiction where no election is made. Where LBW Group does not elect arbitration:

(a) the Supplier may bring proceedings against LBW Group only in the courts of England and Wales, which have exclusive jurisdiction over any claim brought by the Supplier; and

(b) LBW Group may bring proceedings against the Supplier in the courts of England and Wales or in the courts of any other jurisdiction in which the Supplier is incorporated, resident, carrying on business or holding assets, or in which any Product is located, and may bring concurrent proceedings in more than one jurisdiction.

38.5 The Supplier irrevocably submits to the jurisdiction of any court referred to in clause 38.4(b) for that purpose, waives any objection to the venue of proceedings brought in accordance with this clause, waives any claim that such proceedings have been brought in an inconvenient forum, and waives any right to claim immunity from suit, execution, attachment or other legal process.

38.6 Enforcement. The Supplier agrees that any judgment or arbitral award obtained under this clause 38 may be enforced against it, and against its assets, in any jurisdiction in the world, and shall not oppose recognition or enforcement on any ground available to it that it is able lawfully to waive.

38.7 Agent for service. If the Supplier is not incorporated or resident in England and Wales, it shall at all times maintain an agent for service of process in England and Wales, whose name and address are stated in the Supplier Agreement, recorded in the Supplier Centre or subsequently notified in writing. Service on that agent is deemed effective service on the Supplier. If the agent ceases to act and no replacement is appointed within ten Business Days, LBW Group may appoint one on the Supplier's behalf and at the Supplier's cost, and may in any event serve process by any method permitted by law or by courier to the Supplier's registered office at the Supplier’s registered address.

38.8 Costs. In any proceedings or arbitration under this clause, the tribunal or court may award the successful party its reasonable legal fees and costs.

38.9 If clause 38.2 or clause 38.4(b) is held invalid or unenforceable in any jurisdiction, the remainder of this clause continues in effect, and the courts of England and Wales shall have exclusive jurisdiction over any dispute in that jurisdiction.

39. THIRD PARTY RIGHTS

39.1 Each Group Company, Purchasing Entity, Successor Entity and Indemnified Party may enforce the terms of this Agreement that are expressed to be for its benefit, under the Contracts (Rights of Third Parties) Act 1999.

39.2 Save as stated in clause 39.1, no person other than the parties has any right to enforce any term of this Agreement.

39.3 The parties may vary or rescind this Agreement without the consent of any third party referred to in clause 39.1.

40. GENERAL

40.1 Entire agreement. This Agreement constitutes the entire agreement between the parties in relation to its subject matter and supersedes all previous agreements, arrangements, representations and understandings. Each party acknowledges that it has not relied on any statement, representation or warranty not set out in this Agreement. Nothing in this clause limits liability for fraud or fraudulent misrepresentation.

40.2 Variation and updated online terms. Except as set out in this clause, no variation of the Supplier Agreement or a Purchase Order is effective unless in writing and signed or electronically accepted by an authorised representative of each party. LBW Group may update these Terms by publishing a revised version at the same URL and giving the Supplier not less than 30 days’ written notice of the effective date of the revision. A revision does not retrospectively alter a Purchase Order issued before its effective date unless the parties agree otherwise in writing. The Supplier’s acceptance of a Purchase Order, despatch of Products or continued supply after the effective date of the revised Terms constitutes acceptance of the revised Terms. LBW Group may also amend the Supplier Code of Conduct and its packing, labelling and compliance specifications in accordance with clauses 11.1 and 29.1.

40.3 Waiver. No failure or delay in exercising a right or remedy is a waiver of it, and no single or partial exercise prevents further exercise. A waiver is effective only if in writing.

40.4 Severability. If any provision is or becomes invalid, illegal or unenforceable, it shall be modified to the minimum extent necessary to make it valid, legal and enforceable while preserving its commercial intent. If modification is not possible, the provision is deemed deleted and the remainder of this Agreement continues in full force.

40.5 Electronic execution. The parties agree that this Agreement may be executed and delivered electronically through the Supplier Centre or any other electronic signature platform, that an electronic signature has the same legal effect as a handwritten signature, and that the audit trail generated by that platform is admissible evidence of execution. This Agreement may be executed in counterparts, each of which is an original and which together constitute one agreement.

40.6 Further assurance. Each party shall, at the other's reasonable request and cost, execute any document and do any act reasonably necessary to give full effect to this Agreement.

40.7 No third-party reliance on trading names. No provision of this Agreement is void, voidable or unenforceable by reason only of a document having been issued in, or a party having been described by, a trading name rather than a registered company name.

41. GUARANTEE AND INDEMNITY

41.2 Separate personal acceptance required. Clause 41 applies only where an individual is expressly identified as the Guarantor and signs or electronically accepts the Supplier Agreement or a separate guarantee document in their personal capacity. Signing only as an authorised representative of the Supplier does not, by itself, create personal liability under this clause.

41.3 Guarantee. In consideration of LBW Group entering into or continuing this Agreement with the Supplier and agreeing to trade with the Supplier on the terms set out in it, the Guarantor irrevocably and unconditionally:

(a) guarantees to LBW Group the due and punctual performance by the Supplier of all its obligations under this Agreement and under every Purchase Order; and

(b) undertakes to pay to LBW Group, on first written demand, any sum that the Supplier is liable to pay under this Agreement and has failed to pay when due.

41.4 Indemnity. As a separate, independent and primary obligation, the Guarantor indemnifies LBW Group against any loss, liability or cost suffered by LBW Group arising from any obligation guaranteed under clause 41.3 being or becoming unenforceable, invalid or illegal for any reason, or from this guarantee being or becoming unenforceable, invalid or illegal for any reason.

41.5 The Guarantor's obligations are not affected, discharged or impaired by anything that might otherwise operate to release or reduce them, including: any variation, amendment or replacement of this Agreement or of any Purchase Order; any time, waiver, indulgence or concession granted to the Supplier; any change in the Supplier's constitution, name, ownership or control; the insolvency, administration, liquidation, dissolution or striking off of the Supplier; any failure by LBW Group to take, perfect or enforce any other security or right; or the unenforceability or invalidity of any obligation of the Supplier.

41.6 No requirement to proceed against the Supplier first. LBW Group may make a demand under this clause 41 without first making any demand of, taking any step against, or enforcing any right or security in respect of, the Supplier or any other person. The Guarantor waives any right it may have of first requiring LBW Group to do so.

41.7 Deferral of Guarantor's rights. Until all sums due to LBW Group have been paid in full, the Guarantor shall not exercise any right of subrogation, contribution, indemnity or set-off against the Supplier, claim in any insolvency of the Supplier in competition with LBW Group, or take or enforce any security from the Supplier in respect of the Guarantor's liability under this clause.

41.8 Limit. The liability under this clause 41 is unlimited.

41.9 Governing law and disputes. Clauses 37 and 38 apply to this clause 41 and to any dispute arising under it as if set out here in full.

41.10 Survival. This clause 41 survives termination of this Agreement and continues in force in respect of all obligations of the Supplier arising before or after termination.

SCHEDULE 1 — PRODUCT COMPLIANCE AND PROVENANCE REQUIREMENTS

This Schedule lists the documentation the Supplier must be able to produce on request under clauses 13 to 15. It is a checklist of existing obligations and does not create separate obligations or vary the Agreement.

1. Unbroken chain of purchase invoices from the Brand Owner or its authorised distributor, matched to batch codes — clause 13.3 — at or before despatch, and in any event within 5 Business Days of request.

2. Written confirmation of the territory in which each batch was first placed on the market — clause 13.2 — at or before despatch.

3. Packing list showing batch codes, quantities per carton, gross and net weights and carton dimensions — clauses 9.5 and 15.2 — at despatch.

4. Date of minimum durability or Period After Opening for each batch — clauses 15.1 and 15.2 — at despatch.

5. Confirmation of minimum 24 months (or 75% of total) remaining shelf life — clause 15.1 — at despatch.

6. Product Information File holder name and address, and access undertaking — clause 14.2(b) — within 5 Business Days of request.

7. SCPN / CPNP notification reference, or the data required for LBW Group to notify — clause 14.2(c) — before the first Purchase Order.

8. Cosmetic Product Safety Report or safety assessment — clause 14.3 — within 5 Business Days of request.

9. Certificate of analysis or certificate of free sale — clause 14.3 — within 5 Business Days of request.

10. Safety data sheet, or manufacturer statement that none is required — clause 14.4 — before first despatch.

11. Certificate of origin — clause 9.5 — on request.

12. Certificate of insurance evidencing the Schedule 2 limits — clause 23.4 — before the first Purchase Order and at each renewal.

13. Batch traceability records — clause 15.4 — within 2 Business Days of request.

SCHEDULE 2 — INSURANCE REQUIREMENTS

The Supplier shall maintain the following minimum cover in accordance with clause 23. Where the Supplier is not incorporated in the United Kingdom, equivalent cover under local law is acceptable provided the limits are not less than the sterling equivalent stated.

1. Marine / Transit — full replacement value of the consignment. Required only where the Supplier is responsible for carriage under the applicable Incoterm.

ACCEPTANCE AND INCORPORATION

These Terms are intended to be hosted online and incorporated by reference into the Supplier Agreement. They do not require a separate signature page.

The Supplier becomes bound by these Terms when it signs, electronically accepts or otherwise becomes bound by the Supplier Agreement, or when it accepts or performs a Purchase Order that expressly incorporates these Terms.