Terms & Conditions article

(Effective April 21, 2011)

1. DEFINITIONS

“Affiliates” refers to any Person that controls, is controlled by or is under common control with Buyer or Seller. The term “control” means the ownership, directly or indirectly, of fifty percent or more of the voting stock or equity interest of the subject Person.

“Agent” means company or persons appointed by Seller to act on its behalf

“Buyer” means the person who places the order for the supply of Products.

“Incoterms” such as FOB, CIF, EXW, etc. are reference to the ICC’s Incoterms® 2010 unless otherwise agreed to in Writing.

“Order” means an order in Writing for the supply of Products.

“Person” means any natural person, corporation, unincorporated organization, partnership, association, joint stock company, joint venture, trust or government, or any agency or political subdivision of any government, or any other entity.

“Products” means the Products specified in the Contract Confirmation.

“Rules” means the Rules of the Refined Sugar Association, London (“RSA”).

“Contract Confirmation” means the document issued by Seller confirming the terms of purchase of Product, including price, quantity, delivery periods and delivery locations.

“Seller“ means T&L Sugars Limited.

“Writing” means email, facsimile transmission, EDI or a telephone message promptly confirmed by email, facsimile or EDI.

2. CONTRACT

Seller’s offer to sell the Products or, as the case may be, Seller’s acceptance of Buyer’s offer to purchase the Product, is strictly subject to the terms and conditions contained herƒein, in the Contract Confirmation and in the Rules, whether or not both parties to it are members of the RSA (collectively, “Contract”). In the event of any inconsistency among these terms and conditions, the Contract Confirmation or the Rules, the order of precedence shall be the Contract Confirmation, these terms and conditions, then the Rules.

3. QUANTITY AND ORDERS

a. Buyer shall purchase and Seller shall sell the Aggregate Quantity of Products set forth in the Purchase Order. This Contract shall be implemented by Buyer's issuance of individual Orders for the Aggregate Quantity set forth in the Contract Confirmation. Seller reserves the right to accept or refuse any Order at its sole discretion. Orders will be accepted by the Seller by the issuance of a Contract Confirmation. Once confirmed, orders may not be cancelled by Buyer unless agreed to in Writing by Seller. Notwithstanding Seller’s acceptance of any Order, no provision of any Order may alter the terms of this Contract, and except for the type, quantity, desired shipment date, and delivery location of Product, no terms or conditions set forth in any Orders shall be enforceable against either party. Orders shall be placed at least 5 days before the requested delivery date, and subject to availability, Seller shall use diligent efforts to timely fill all of Buyer's Orders.

b. Buyer shall be obligated to place Orders for and purchase 100% of the aggregate quantity of Product set forth in the Contract Confirmation, unless otherwise agreed by Seller in Writing. In all cases where the Contract provides for delivery by instalments, or part deliveries, each such instalment or part delivery shall be governed by the Contract and the cancellation of one of the instalments or part delivery (if so permitted by Seller) shall not vitiate or affect the Contract with respect to the remaining instalments or part deliveries.

4. PRICE

a. Prices for Product are per metric tonne (“MT”)]; excluding certain food service and grocery Products which are priced per unit (the “Price”). Charges for drums and pallets are in addition to the Price, unless otherwise indicated on the invoices. Price is exclusive of any sales, processing, excise, value added or other taxes, duties or levies (including those imposed on the sugar, freight or shipping by the country of destination of Products being delivered outside the UK) (collectively, “Taxes”), and shall be for Buyer’s account and such Taxes shall be added to the Price of the Product on the related invoice and paid by Buyer.

b. Fixed Prices may be altered with or without notice to the Buyer as a result of the effects of changes to international trade or supply agreements or trading conditions, or similar external influences and the method or manner of applying any such variations shall be at the Seller’s sole discretion.

c. Where Buyer fails to meet the Aggregate Quantity requirements, it shall reimburse Seller in full for pricing discounts, if any, which were provided on the basis of meeting the agreed volume levels, in addition to any other rights or remedies Seller may have.

c. All prices include delivery unless delivery terms are Ex-Works. Buyer acknowledges that delivered pricing is made available to Buyer as a convenience to Buyer and in the event actual freight and insurance costs exceed that estimated in delivered pricing, Buyer remains responsible for all actual freight and insurance costs incurred in shipping Product to Buyer, including fuel surcharges, delivery surcharges where Orders are less than load or other minimum delivery amounts, and increased costs arising from the use of an alternative delivery mechanism or haulage contractor for reasons outside Seller’s control. Further, Seller shall not be responsible for delivery errors attributable to the freight carrier, including penalties, late charges or fees (collectively, “Delivery Claims”); however, Seller will submit Buyer’s Delivery Claims to Carrier and make reasonable attempts to seek reimbursement the Delivery Claims.

5. PAYMENT

a. Invoices will be dispatched to the Buyer on the date (i) of delivery of the Products where Products are to be delivered within the UK and (ii) of shipment of the Products where Products are to be delivered outside of the UK. Unless otherwise indicated on the invoice, Buyer shall pay Seller for Product purchased within 14 days of the invoice date in the currency set forth in the Contract Confirmation at Seller's address set forth in the invoice or, if requested by Seller, by wire transfer of immediately available funds to an account designated by Seller.

b. Payment of the amount shown on the invoice shall be made without deduction of any monies including, without limitation, bank charges or set-off, in accordance with the payment instructions and in the currency specified on the invoice. Buyer agrees that any statement on a check indicating that it is “payment in full” or other statements to that effect is a nullity unless acknowledged and accepted by Seller in Writing and that cashing such check does not constitute acceptance.

c. Interest may be charged by the Seller on any invoiced sum outstanding beyond the due date for payment thereof as set out in the payment instructions at a rate of 2% above the then prevailing base rate at ABN Amro Plc. Notwithstanding anything herein to the contrary, or any other rights or remedies it may have, Seller reserves the right to (i) withhold future deliveries if any payment is not timely made in full and/or (ii) directly or through its agent, enter upon any land, premises or vehicles where the Products or part of them may be and recover possession of them, as far as may be possible.

d. If deliveries of Product have been dispatched by the Seller against Orders, any change in demand for the Products once dispatched will not change the obligation for payment on time and any demurrage charges and other reasonable expenses incurred by the Seller shall be for the Buyer’s account. In the event Seller agrees in Writing to a call off or otherwise adjust deliveries of accepted Orders, then the payment terms shall be strictly from the date of dispatch from the Seller’s premises.

e. Claims regarding discounts or Product not made within 12 months from the date of invoice shall be deemed waived and released by Buyer.

6. DELIVERY

a. The delivery terms for Product are set forth in the Contract Confirmation. Seller shall use all reasonable endeavours to meet the delivery dates specified by Buyer in its delivery instructions. In the event the parties agree to delivery Ex-Works, such collection must be effected by the Buyer in accordance with the Seller’s reasonable instructions.

b. Buyer will take delivery of the Product during the delivery period reflected on the Contract Confirmation. If Buyer is unable to accept timely delivery of Product, then Seller, at is discretion and in addition to any other rights it may have or accrue, may cancel the delivery or shall be entitled to charge the Buyer for all its reasonable expenses arising from storing the Products in question or attempting to make delivery thereof, as the case may be, including any increased duties, fees, taxes or other charges or tariffs resulting from any delivery delay. On time deliveries should start unloading within 20 minutes of the arrival time; if this is not possible for reasons attributable to Buyer, then Buyer shall reimburse Seller for any demurrage charges Seller incurs.

c. On delivery the Buyer or nominated consignee shall provide a signature on the Seller’ receipt notice.

7.TITLE AND RISK OF LOSS

a. Title to Products shall not pass until the Seller has received payment for the Products in full in cash or cleared funds. Further, Buyer’s right to possession of the Products shall terminate immediately if any kind of action in relation to liquidation, insolvency or any commensurate or similar situation is taken against it. The Seller shall be entitled to recover payment for the Products notwithstanding that title to the Products has not passed from the Seller

b. The risk of loss in the Products shall pass to the Buyer upon the Point of Delivery. The “Point of Delivery” is as follows;

i. where the Products are sold Ex Works and are collected by the Buyer, the point in time when the Products are placed on the vehicle collecting such Products;

ii. where the Products are delivered by the Seller or the Seller’s hauliers in vehicles other than bulk tankers, ISO containers or bulk containers, the point in time when the Products are removed from the transporting vehicle at the premises designated for delivery;

iii. where the Products are delivered by the Seller or the Seller’s hauliers in bulk tankers, ISO containers or bulk containers, the point in time when the Products pass the final flange of the bulk tanker, ISO container or bulk container.

8. INSURANCE

Where applicable, subject to the agreed contractual Incoterms, the Buyer undertakes at its own expense to effect Marine and War and Risk Insurance in accordance with Rule 16 of the Rules relating to Contracts (or) Rule 18 of the Rules relating to Contracts EU as the case may be.

9. LICENCE

Buyer shall be responsible for obtaining any necessary import licence. The failure to obtain such a licence shall not be sufficient grounds for a claim of force majeure.

10. BUYER’S WARRANTY

As to purchases of Products to be delivered to destinations outside of the UK, Buyer warrants and undertakes that the Products sold under the Contract are for exclusive distribution and consumption within the country to which the Products have been consigned.

11. FORCE MAJEURE

a. A party shall not be liable for the inability of that party to commence or complete its obligations (excluding the obligation of payment) hereunder by the dates herein required resulting from delays which are beyond its control and caused by strikes, insurrection, acts of God, war, emergencies, shortages or unavailability of raw materials, weather, change in law or other similar causes (“Force Majeure”), which shall have been timely communicated to the other party. The occurrence of the Force Majeure shall extend the period for the performance of the obligation (excluding the obligation of payment), for the period equal to the period of any such delays; provided that such party shall continue to perform to the extent feasible in view of such Force Majeure; and provided further, that if such Force Majeure shall continue for a period of six months, either party shall have the right to terminate this Contract upon written notice to the other. In the event of the occurrence of a Force Majeure event, Seller shall have the right, but not the obligation, to allocate product among its customers.

b. Neither party will be liable to the other for any delay or failure to perform fully where such delay or failure is caused by events beyond the reasonable control of the affected party and renders performance or the manufacture, shipment, acceptance or use of the Products commercially impracticable. The foregoing will be subject to the affected party giving reasonable notice to the other party. Both parties will use reasonable efforts to mitigate the effects of such events.

12. SELLER’S WARRANTIES

a. The Seller warrants that upon delivery the Products shall (i) be in accordance with Seller’s specifications for the Products and (ii) if intended as food Products or ingredients for food that their manufacture, treatment, processing and packaging shall comply with the provisions of the Food Safety Act 1990 and all regulations made thereunder and the Seller shall carry out such reasonable checks as are necessary to ensure compliance with such provisions. The foregoing warranty is limited and all other warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.

b. In the event Buyer rejects Product as non-conforming to this warranty, Buyer shall hold such Product until Seller removes the Product or provides Buyer with other reasonable instructions. Seller’s liability under this warranty is limited to either replacing the non-conforming Product or refunding to Buyer its purchase price paid for such Product. Buyer is prohibited from selling rejected Product in a secondary market without Seller’s written consent.

13. CLAIMS

a. All claims under the Contract must be made in accordance with Rule 6 of the Rules Relating to Contracts. The Buyer shall give notice in Writing to the Seller of any claim no later than seven (7) working days after delivery of the Products in accordance with Clause 7.

b. In the event of any claim, the Seller‘s liability shall be limited to the replacement of the Products in question or, at Seller’s option, to the refund of any purchase price or part of thereof received in respect of such Products.

c. This Clause 13 sets out the entire financial liability of the Seller (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of (i) any breach of the Contract; (ii) any use made or resale by the Buyer of any of the Products, or any Product incorporating the Products; and (iii) any representation, statement or tortious act or omission including negligence arising under the Contract.

d. Notwithstanding anything in the Contract to the contrary, Seller shall not be liable, in any event, for any loss of profit, loss of business or any indirect or consequential loss, costs or damages arising from any claim. Further, Seller shall be under no liability to the Buyer whatsoever once the Buyer has taken delivery of the Products at the Point of Delivery and the Products have been combined with or added to any other Product or substance and/or subjected to any process.

14. TRADEMARK

The supply of Products to the Buyer hereunder shall not give the Buyer any rights whatsoever over or in connection with any trademark owned or used by the Seller.

15. CANCELLATION

The Seller shall be entitled, without liability, to cancel the Contract or part thereof or cancel or withhold further deliveries of Products or refuse to accept further Orders from the Buyer if, in its reasonable opinion, the Buyer will fail to make payment in accordance with the Seller’s payment instructions or fail to perform any other obligation undertaken by it hereunder.

16. ASSIGNABILITY

Except to the extent provided herein, none of the parties shall have any right to assign the Contract, or any rights or obligations hereunder, without the written consent of the other party; provided, however, that upon the sale of all or substantially all of the assets, business and goodwill of the Buyer to another company, or upon the merger or consolidation of the Buyer with another company, the Contract shall be binding upon both Buyer and the company purchasing such assets, business and goodwill, or surviving such merger or consolidation, as the case may be, in the same manner and to the same extent as though such other company were the Buyer. Further, and notwithstanding anything herein to the contrary, Buyer consents to the assignment from time to time of any part of Seller’s rights to payment hereunder in respect of invoices addressed to Buyer or its Affiliates (a “Receivable”), and in connection with such assignments, and notwithstanding any confidentiality agreements to the contrary, Sellermay disclose the terms of the contractual arrangements between Buyer and Seller solely for the purpose of assigning any Receivables and in order for assignee to collect such payments to which it may become entitled. Subject to the foregoing, the Contract shall inure to the benefit of, and be binding upon, the parties hereto and their legal representatives, successors, and permitted assigns.

17. ARBITRATION

All disputes out of or in connection with this contract shall be referred to the Council of The Refined Sugar Association in London for settlement in accordance with the Rules Relating to Arbitration.

18. THIRD PARTY RIGHTS

The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third parties) Act 1999 by any person that is not a party to it.

19. GOVERNING LAW

This shall be governed by and constructed in accordance with English Law. If either party commences an action against the other to interpret or enforce the Contract or as a result of a breach by the other party of the Contract, the prevailing party shall be entitled to recover from the nonprevailing party reasonable attorneys' fees, costs and expenses incurred by the prevailing party in connection with such action.

20. FINAL AGREEMENT

The Contract represents the final agreement of the parties with respect to its subject matter and all prior oral or written undertakings or agreements are superseded and merged therein. Unless specifically agreed upon in Writing by Seller, no different or additional terms and conditions, including those contained in any document or acceptance tendered by Buyer, shall in any way become binding on Seller or become part of the Contract and are hereby specifically rejected.

21. WAIVER

Any term, condition or covenant of the Contract which may legally be waived, may be waived, or the time of performance thereof extended, at any time by the party hereto entitled to the benefit thereof, and any term, condition or covenant may be amended by the parties hereto at any time. Any such waiver, extension or amendment shall be evidenced by an instrument in Writing executed by an officer authorized to execute waivers, extensions or amendments.

22. EXPORT CONTROLS

a. Buyer acknowledges that U.S. export control laws apply to the sales contemplated in this Contract. Buyer warrants that it will not knowingly sell or permit the resale of products to any person located in, or any person who will resell to a person located in, any country which is subject to an embargo under the U.S. Department of Commerce Bureau of Industry and Security, the U.S. Department of Treasury Office of Foreign Assets Control Regulations, or similar laws and regulations. Additionally, Buyer understands and acknowledges that the United States maintains lists of persons and entities prohibited from participating in any U.S. export or re-export transaction (http://www.export.gov/ecr/eg_main_023148.asp.). Whenever Seller believes that a violation of the U.S. export control laws may occur or has occurred, Seller reserves the right to request additional information regarding the end-user and/or destination of the products and Buyer agrees to provide such information. Seller reserves the right to refuse to proceed with any transaction where Seller determines that the transaction may violate the U.S. export controls laws and to terminate and discontinue doing business with any Buyer that Seller determines has engaged in transactions placing Seller at risk of violation of such laws.

b. Buyer hereby acknowledges and agrees that the Products may be subject to applicable export control and trade sanctions laws, regulations, rules and licences, including without limit those of the E.U. and the U.K. (“Export Control and Sanctions Rules”). Buyer shall comply with the Export Control and Sanctions Rules and agrees that it alone is responsible for ensuring its compliance with Export Control and Sanctions Rules. In particular, but without limit, Buyer will not, and will procure that none of its Affiliates will, use, sell, resell, export, re-export, dispose of, disclose or otherwise deal with the Products directly or indirectly, to any country, destination or person without first obtaining any required export licence or other governmental approval, and completing such formalities as may be required by Export Control and Sanctions Rules. Buyer shall not put the Products, in their entirety or in part, to any use in connection with chemical, biological or nuclear weapons or missiles capable of delivering such weapons; to any military end-use; or in connection with any nuclear explosive activity, unsafeguarded nuclear fuel cycle activity or any civilian or nuclear installation or facility. Buyer shall not make available directly or indirectly, the Products to or for the benefit of any restricted third party that has been designated pursuant to trade sanctions legislation in force in the E.U. and its Member States.

c. Buyer shall not do anything that would cause Seller to be in breach of the obligations set out in this Clause 22 and shall protect, indemnify and hold Seller harmless from any fines, losses and liabilities incurred by Seller as a result of Buyer’s failure to comply with this Clause 22. Buyer’s failure to comply with any part of this Clause 22 shall constitute a material breach of this Contract.

T&L SUGARS LIMITED STANDARD TERMS & CONDITIONS OF PURCHASE

1. INTERPRETATION

1.1. In these conditions the following words shall have the following meanings:

T&L Purchase Conditions: Tate & Lyle Sugars conditions contained in this agreement;

Contract: the Purchase Order accepted or executed by the Seller;

Goods: any goods and/or services agreed in the Contract to be purchased by or supplied to the Purchaser from the Seller (including any part or parts of them);

Purchaser: any Member or Members of the Tate & Lyle Sugars Group being the contracting party

Member: any person or entity that controls, is controlled by or is under common control with T&L Sugars Limited. Members are intended third party beneficiaries of this agreement.

Purchase Order: the Purchaser’s standard order form for the supply of the Goods, of which these Conditions are automatically part;

Seller: the person, firm or company who accepts and/or executes the Purchase Order;

Specification: the specification for the Goods provided by the Purchaser to the Seller or by the Seller to the Purchaser as shall be agreed between the parties.

2. APPLICATION OF TERMS

2.1. T&L Purchase Conditions are the only conditions upon which the Purchaser is prepared to contract with the Seller, they shall govern the Contract to the entire exclusion of all other terms or conditions and any variation of the Seller to these conditions shall have no effect unless expressly agreed in writing by the Purchaser.

2.2. Only a written Purchase Order shall be deemed to be an offer by the Purchaser to purchase Goods subject to these conditions. Oral purchase orders shall be valid offers only if confirmed in writing by the Purchaser. Purchase Orders shall be deemed to be accepted by the Seller expressly by giving notice of acceptance, or impliedly by fulfilling the Purchase Order in whole or in part. The acceptance, implied or express, of a Purchase Order shall constitute acceptance of these T&L Purchase Conditions and the specific conditions set out in the Purchase Order.

3. VARIATIONS TO THE GOODS

3.1. Subject to condition 3.2., the Purchaser may at any time by notice make changes to the quantity, design or Specification, method of packing or delivery, the place or date of delivery or the performance of the Contract .

3.2. If any change proposed in accordance with Condition 3.1. increases or decreases the cost of or time required for the performance of the Contract, the price shall be rateably adjusted and a reasonable adjustment shall be made to the time of delivery or date for performance provided that no increase in the price or extension of time for delivery or performance shall be made unless agreed in writing by the Purchaser.

3.3. The Seller shall promptly give to the Purchaser written notice of actual or intended material changes in its raw materials or manufacturing methods since the Purchaser last purchased or approved like Goods. As the Purchaser needs to inform its customers and its employees of changes in processes or materials, the Seller agrees to furnish in advance of making changes the following items: (a) a list of all ingredients in the Goods that may be purchased by the Purchaser from time to time; (b) the varying amount of one or more ingredients; and (c) information concerning any changes in or additions to such ingredients or changes in Seller's processes.

4. QUALITY AND DEFECTS

4.1. The Seller warrants that the Goods shall be of the best available design, quality, material and workmanship, be without fault and conform in all respects with the Purchase Order and the Specification and fit for the purpose as intended by the Purchaser. The Purchaser’s rights under these conditions are in addition to the statutory conditions and to any warranties of additional scope given to the Purchaser by the Seller. Without prejudice to the provisions contained in the T&L Service Conditions, where the Goods to be supplied are or include services, such services shall be performed with all reasonable skill and care and in accordance with industry best practice.

4.2. The Seller shall comply with food industry hygiene standards, with applicable safety regulations and quality assurance systems requested and approved by the Purchaser. In addition, the Seller shall apply all necessary measures to guarantee the full traceability of the Goods and any ingredients or parts thereof.

4.3. At any time prior to delivery under Clause 9, the Purchaser shall have the right to inspect and test the Goods, the Seller’s plant, process and procedures. If the results of such inspection or testing cause the Purchaser to be of the opinion that the Goods, the plant and/or the process and/or procedures do not or are unlikely to conform with the Purchase Order or the Specification, the Purchaser shall inform the Seller and the Seller shall immediately take such action as is necessary to ensure conformity and in addition the Purchaser shall have the right to require and witness further testing and inspection.

4.4. Notwithstanding any such inspection, or testing, the Seller shall remain fully responsible for the Goods and any such inspection or testing shall not diminish or otherwise affect the Seller’s obligations and Purchaser’s rights under the Contract.

5. INDEMNITY

5.1. For a period of 24 months from the date of delivery or from the completion of performance of the Contract, Seller shall keep the Purchaser indemnified in full against all loss, damages, injury, costs and expenses (including reasonable legal and other professional fees and expenses) awarded against or incurred or paid by the Purchaser as a result of or in connection with such actions as described below by the Seller, its agent’s or subcontractors:

defective workmanship, quality or materials, including, but not limited to, faulty design and latent defects;

non conforming goods, or services;

improper performance of service under this Contract;

any claim made against the Purchaser in respect of any liability, loss, damage, injury, cost or expense (together “Loss”) sustained by its employees or agents or by any customer or third party to the extent that such Loss was caused by, relates to or arises from the Goods as a consequence of a direct or indirect breach or negligent performance or failure or delay in performance of the terms of the Contract by the Seller.

5.2. The replacement parts supplied by the Seller under the warranty above mentioned shall be subject to the same indemnity. No time limit shall apply to the above indemnity in relation to latent defects.

6. REMEDIES

6.1. Without prejudice to any other right or remedy which the Purchaser may have, if any Goods are not supplied in accordance with, or the Seller fails to comply with any of the terms of this Contract, the Purchaser shall be entitled to avail itself of any one or more of the following remedies at its discretion, whether or not any part of the Goods have been accepted by the Purchaser:

to rescind the Order;
to reject the Goods (in whole or in part) and return them to the Seller at the risk and cost of the Seller on the basis that a full refund for the Goods so returned shall be paid forthwith by the Seller;
at the Purchaser’s option to give the Seller the opportunity at the Seller’s expense either to remedy any defect in the Goods or to supply replacement Goods and carry out any other necessary work to ensure that the terms of the Contract are fulfilled;
to refuse to accept any further deliveries of the Goods;
to carry out at the Seller’s expense any work necessary to make the Goods comply with the Contract; and
to claim such damages as may have been sustained in consequence of the Seller’s breach or breaches of the Contract.

7. PATENT WARRANTY AND INDEMNITY

7.1. The Seller warrants that the Goods delivered or the services rendered under this Contract, and the sale and the use of the Goods in their normal or intended manner, shall not infringe, or contribute to infringe, any patent or copyright and shall not violate the trade secret rights of another.

7.2. The Seller shall defend, indemnify and hold harmless Purchaser, its successors, assigns and customers, and users of Purchaser's products, from and against all claims, suits, losses and damages, including reasonable attorneys' fees and costs and expenses awarded, based upon a claim of infringement, or contributory infringement of any patent or copyright, or violation of another's trade secret rights, by reason of the use or sale of the Goods or the rendering of the services.

8. INSURANCE

8.1. Seller shall maintain a comprehensive liability insurance policy, including Third party and contractual liability coverage (bodily injury and property damage) and product liability coverage, naming the Purchaser as an additional insured and shall upon request provide the Purchaser with a certificate of insurance. The Seller shall maintain the coverage for a minimum amount of £2 (two) million any one occurrence.

9. DELIVERY

9.1. Shipping and delivery arrangements shall be as defined by INCOTERMS, latest version, in the Purchase Orders. Unless otherwise stipulated in the Purchase Orders, deliveries shall only be accepted by the Purchaser in normal business hours. Unloading shall only take place under the direction and in the presence of the Purchaser

9.2. The Seller shall ensure that each delivery is accompanied by a delivery note which shows, inter alia, the order number, date of order, number of packages and contents and, in the case of part delivery, the outstanding balance remaining to be delivered.

9.3. Time for delivery shall be of the essence. Without prejudice to any remedy listed in clause 6, if the Goods are not delivered on the due date then, without prejudice to any other rights which it may have, the Purchaser reserves the right to:

cancel the Contract in whole or in part;
refuse to accept and to pay for the Goods, as well as any subsequent delivery of the Goods;
recover from the Seller any expenditure reasonably incurred by the Purchaser in obtaining the Goods in substitution from another supplier; and
claim damages for any additional costs, loss or expenses incurred by the Purchaser which are attributable to the Seller's failure to deliver the Goods on the due date, with a minimum of 3% of the value of the Purchase Order per week of delay.

9.4. Where the Purchaser agrees in writing to accept delivery by instalments the Contract shall be construed as a single contract in respect of each instalment. Nevertheless failure by the Seller to deliver any one instalment shall entitle the Purchaser at its option to treat the whole Contract as repudiated.

9.5. If the Goods are delivered to the Purchaser in excess of the quantities ordered, the Purchaser shall not be bound to pay for the excess and any excess shall be and shall remain at the Seller’s risk and shall be returnable at the Seller’s expense.

9.6. The Purchaser shall not be deemed to have accepted the Goods until it has had 7 days following delivery to inspect them. In addition to any other remedy available, the Purchaser shall have the right to ask for return and replacement of any defective Goods after inspection or within a reasonable time after it becomes aware of a latent defect.

10. TITLE AND RISK

10.1. Notwithstanding the INCOTERMS provisions, (a) all Goods supplied by the Seller shall become the property of T&L, upon payment therefore or upon delivery, whichever occurs earlier; (b) the Seller shall be responsible for and shall bear any and all risk of loss or damage to the Goods until delivery thereof in accordance with 9. Upon delivery, the Seller shall cease to bear the risk of loss or damage; provided however, that any loss or damage, whenever occurring, which results from the Seller's non-conforming packaging shall be for the Seller's account.

11. PACKING INSTRUCTIONS

11.1. The Goods shall be properly prepared, labelled, packed, and tagged in accordance with instructions contained in the order, secured and protected by the Seller to ensure that they reach the destination specified in the Purchase Order in good condition and that Goods can be properly handled and identified.

11.2. All dangerous or hazardous Goods shall be packed separately from those of a non-hazardous nature and in accordance with clause 12 below.

11.3. Where this Contract involves multiple shipments and/or different destination, the Seller shall not make any shipment until released in accordance with separate purchase orders or releases issued by the Purchaser using location.

11.4. Where returnable containers are used in the shipment, the containers shall be returned to the Seller at the Seller’s expense.

12. HAZARDOUS GOODS

12.1. Hazardous goods must be marked by the Seller with International Danger Symbol(s) and display the names of the ingredient materials. Transportation and other relevant documents must include a declaration of the hazard(s) and name(s) of the material(s).

12.2. Goods must be accompanied by emergency information in the form of written instructions, labels and markings.

12.3. All the previous information shall be written in English and in the local language of the country of delivery.

12.4. The Seller shall observe the legal requirements of the country of delivery and the international agreements relating to the packing, labelling and carriage of hazardous goods in consideration.

12.5. All information held by, or reasonably available to the Seller regarding the potential hazards known or believed to exist in the transport, handling or use of the Goods supplied shall be promptly communicated to the Purchaser.

13. COMPLIANCE WITH LAWS & REGULATIONS

13.1. The Goods supplied shall comply in all respects with the relevant requirements of applicable statutes and any orders or regulations made thereunder, including the necessary permits.

14. PRICE

14.1. The price of the Goods shall be stated in the Purchase Order and unless otherwise agreed in writing by the Purchaser shall be exclusive of any taxes which are required by law to be collected and remitted by Seller, and shall be inclusive of all other charges.

14.2. No variation in the price nor extra charges shall be accepted by the Purchaser.

14.3. The Seller shall invoice the Purchaser or the T&L company specified by the Purchaser upon, but separately from, despatch of the Goods to the Purchaser. The invoice shall include the Purchaser’s Purchase Order number.

15. PAYMENT

15.1. The Purchaser shall pay the price of the Goods within 60 days end of month following the month of receipt of the invoice unless otherwise agreed in writing.

15.2. Without prejudice to any other right or remedy, the Purchaser reserves the right to set-off any amount owing at any time from the Seller to the Purchaser against any amount payable by the Purchaser to the Seller under the Contract.

16. THE PURCHASER'S PROPERTY

16.1. Materials, equipment, tools, dies, moulds, copyright, design rights or any other forms of intellectual property rights in all drawings, specifications and data supplied by the Purchaser to the Seller or not so supplied but used by the Seller specifically in the manufacture of the Goods shall at all times be and remain the exclusive property of the Purchaser (the “Purchaser Property”). The Purchaser Property shall be held by the Seller in safe custody at its own risk and maintained and kept in good condition by the Seller until returned to the Purchaser and shall not be disposed of other than in accordance with the Purchaser’s written instructions, nor shall such items be used otherwise than as authorised by the Purchaser in writing. Such information can only be used for the purpose of the Contract.

16.2. Any invention, discovery or technical process, or application made, conceived or applied by the Seller or its employees, agents, subcontractors, whether solely or jointly with others, in the performance of the Contract , shall be disclosed and documented to T&L, and shall be the sole and exclusive property of T&L and considered as Confidential Information.

17. SPARE PARTS AND DISCONTINUANCE OF MANUFACTURE OF GOODS

17.1. The Seller undertakes that:-

unless and until it gives notice in accordance with (b) below it shall make Goods of the same type as those described in the Purchase Order and spare parts for the repair or part replacement of such Goods throughout the period of the normal duration of life of the Goods in accordance with the Purchaser’s requirements and at a fair and reasonable price;

if it proposes to cease to be a supplier of the Goods or spare parts for the Goods it shall give the Purchaser not less than 180 days written before so ceasing; and

in the circumstances described in (b) above it shall make available to the Purchaser on a “one time buy” basis such quantities of Goods and of spare parts for the Goods as the Purchaser shall reasonably require for the purposes of future renewal, repair or replacement of the Goods at a fair and reasonable price.

18. CONFIDENTIALITY

18.1. The Seller shall not take photographs of any of the Purchaser’s equipment, installations or property without the Purchaser’s prior consent in writing. The Seller shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Seller by the Purchaser or its agents and any other confidential information concerning the Purchaser’s business or its products which the Seller may obtain and the Seller shall restrict disclosure of such confidential material to such of its employees, agents or sub-contractors as need to know the same for the purpose of discharging the Seller’s obligations to the Purchaser and shall ensure that such employees, agents or sub-contractors are subject to like obligations of confidentiality as bind the Seller.

18.2. Seller shall not advertise or publish the fact that Seller has contracted to furnish the Purchaser the Goods ordered by Purchaser from time to time, or use any trademarks or trade names of Purchaser in Seller’s advertising or promotional materials, unless Purchaser has first consented in writing.

19. SUSPENSION

19.1. The Purchaser is entitled to suspend the Contract in whole or in part at any time. In the event of the exercise of such right the Purchaser shall thereafter extend the time for performance of the Contract by such period as is reasonable and it shall also pay the Seller any amounts which are due and payable to the Seller at the date of the suspension and thereafter shall reimburse the Seller for such reasonable direct costs as the Seller has had to incur in making an orderly suspension in accordance with the Purchaser’s instructions.

20. TERMINATION

20.1. The Purchaser shall have the right at any time and for any reason to terminate the Contract in whole or in part by giving the Seller written notice whereupon all work on the Contract shall be discontinued and the Purchaser shall pay to the Seller fair and reasonable compensation for work-in-progress at the time of termination but such compensation shall not include loss of anticipated profits or any consequential loss.

20.2. The Purchaser shall have the right at any time by giving notice in writing to the Seller to terminate the Contract forthwith if:

the Seller commits a material breach of any of the terms and conditions of the Contract which is not remedied within 14 days after notification thereof;

any distress, execution or other process is levied upon any of the assets of the Seller;

the Seller has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise take the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or convenes a meeting of creditors, or enters into liquidation except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or any proceedings are commenced relating to the insolvency or possible insolvency of the Seller;

the Seller ceases or threatens to cease to carry on its business; or

the financial position of the Seller deteriorates to such an extent that in the reasonable opinion of the Purchaser the capability of the Seller adequately to fulfil its obligations under the Contract has been placed in jeopardy.

20.3. The termination of the Contract, however arising, shall be without prejudice to the rights and duties of the Purchaser accrued prior to termination. The following conditions 1, 16, 18 and 24.5. shall continue to be enforceable notwithstanding termination.

21. ASSIGNMENTAND SUB-CONTRACTING

21.1. This Contract shall not be transferred, assigned or sub-contracted by the Seller, in whole or in part, except with the prior written consent of Purchaser. In any event the Seller shall remain jointly and/or severally liable with the assignee or sub-contractor.

22. FORCE MAJEURE

22.1. Each party reserves the right to defer the date of delivery or payment or to cancel the Contract or reduce the volume of the Goods ordered if it is prevented from or delayed in the carrying on of its business due to a force majeure event, on condition that the force majeure event is immediately notified in writing to the other party.

22.2. Force majeureshall mean any cause preventing either party from performing any or all of its obligations which arises from or is attributable to acts, events, omissions or accidents beyond the reasonable control of the party so prevented including act of God, war, riot, civil commotion, flood and storm.

22.3. If either party is prevented from performance of its obligations for a continuous period in excess of 60 days, the other party may terminate this agreement forthwith on service of written notice upon the party so prevented, in which case neither party shall have any liability to the other except that rights and liabilities which accrued prior to such termination shall continue to subsist.

23. RELATIONSHIP OF PARTIES

23.1. The Purchaser and the Seller are independent contracting parties and nothing in this contract, or any Purchase Order issued pursuant hereto, shall make either party the agent or legal representative of the other party for any purpose whatsoever. Furthermore, neither party shall have any authority to assume or to create any obligation on behalf of or in the name of the other party.

24. GENERAL

24.1 Seller agrees that it shall (a) comply with all applicable laws, rules, codes and regulations in its country or countries in which it does business as are applicable to the Goods being sold or Services rendered (collectively, the “Laws”), including, but not limited to, thoseconcerning the environment, anti-bribery or corruption laws, employee rights to freedom of association, wages, benefits and work hours;(b) provide employees with a safe and sanitary workplace that includes appropriate controls and protective equipment; (c) follow non-discrimination practices in regard to gender, race, age, national origin, disability, citizenship, veteran status, marital status, sexual orientation, or religious beliefs and provide a workplace free from harassment; (d) refrain from paying or accepting bribes or kickbacks and agrees that ithas not engaged, and undertakes that it will not engage, in the following conduct (or conduct giving rise to a suspicion of): giving or receiving, whether to a public or a private sector individual or entity, either directly or indirectly, a bribe, facilitation payment or other unlawful or improper payment or advantage; (e) minimize operational impact to air, water, soil, and surrounding areas; and (f) require its sellers to adhere to the same requirements as set forth above. Seller further agrees to comply, and certifies that it does comply, with all laws regarding forced labour, child labour, slavery and human trafficking. Seller agrees to require, and certifies that it does require, its sellers to adhere to the same requirements.

24.2. If any provision of the Contract is found to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall, to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness, be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.

24.3. Failure or delay in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver by either party of any of its rights under the Contract.

24.4. Any waiver by the Purchaser of any breach of, or any default under, any provision of the Contract by the Seller shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.

24.5. The parties to this Contract do not intend that any term of this Contract shall be enforceable by any person that is not a party to it.

24.6. The Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.

T&L SUGARS LIMITED SERVICE CONDITIONS

1. DEFINITIONS

1.1 The definitions used in the TATE & LYLE SUGARS Purchase Conditions shall apply to these TATE & LYLE SUGARS Service Conditions and, in addition, the following words shall have the following meanings:

Contractor: the Seller, (as defined by the TATE & LYLE SUGARS Purchase Conditions) or the Tenderer, as defined below, including, but not limited to, the Contractor’s legal personal representatives, successors and assigns;

Contract Work: the service to be performed by the Contractor under the Purchase Order;

Loaned plant: the plant or equipment owned, rented or leased by the Purchaser and used by or on behalf of the Contractor for the Contract Work by agreement.

Regulations: the Regulations and Special Safety Conditions for Contractors: issued by the Purchaser for any Site or Sites.

Site: the Purchaser’s site as defined in the Purchase Order or in the tender documents;

TATE & LYLE SUGARS Engineer: the engineer nominated by the Purchaser or, if none is nominated, the Purchasing Manager;

TATE & LYLE SUGARS Service Conditions: the Tate & Lyle Sugars Conditions and Regulations of Service contained hereinits;

Tenderer: the tenderer whose tender has been accepted by the Purchaser;

2. GENERAL

2.1 These TATE & LYLE SUGARS Service Conditions together with the Regulations are supplementary to TATE & LYLE SUGARS Purchase Conditions and shall govern, where not provided for under the TATE & LYLE SUGARS Purchaser Conditions, the Contract Work performed by the Contractor.

2.2 The Contractor upon entering or working on the Site shall comply with these TATE & LYLE SUGARS Service Conditions and the Regulations, together with all other relevant Site rules, health and safety regulations and environmental and quality assurance policies as may be issued from time to time by the Purchaser.

2.3 The Contractor shall undertake the Contract Work in accordance with all relevant legislation, standards and codes of practice. The Contractor shall obtain all necessary licences, permits and approvals in connection therewith, and shall use suitable and proper equipment.

3. WORKING ARRANGEMENTS

3.1 The Contractor is deemed to have understood the nature and extent of the Contract Work and to have made all the necessary surveys, analyses and inspections of the Site and relevant business, and shall make no claim founded in its failure to do so. The Purchaser shall, on request of the Contractor, grant such access and provide such information as may be reasonable for tits purpose.

3.2 During the Contract Work, the Purchaser shall allow the Contractor and its employees, agents and sub-contractors, duly listed to the Purchaser, such access to the Site as is reasonable required for the purpose of the Contract Work and concurrently with the execution of work by others.

3.3 When requested, the Contractor shall nominate one or more competent representatives, whose name or names shall have previously been communicated in writing to the Purchaser by the Contractor, to superintend the carrying out of the Contract Work on Site. The said representative, or if more than one shall be nominated, then one of such representatives, shall be present on the Site during working hours, and any orders or instructions which the Purchaser may give to such representative shall be deemed to have been given to the Contractor.

3.4 The Contractor shall provide labour returns to the TATE & LYLE SUGARS Engineer or designee in accordance with Site specific procedures.

4. CONTRACTOR’S EMPLOYEES, AGENTS & SUB-CONTRACTORS

4.1 The Contractor shall only use on Site such workmen or agents or sub-contractors as are suitable trained, skilled and experienced. The Purchaser shall have the right to require the Contractor to remove from the Site any person who is incompetent, unproductive, negligent or guilty of misconduct relating to its employment or who in the opinion of the Purchaser should otherwise not be employed on the Site.

4.2 The Contractor shall not sub-let whole or part of the Contract Work to a sub-contractor without the previous written consent of the Purchaser. The Contractor shall be responsible for instructing its employees, agents and any sub-contractors approved by the Purchaser and making known to them the contents of these TATE & LYLE SUGARS Service Conditions and the Regulations

4.3 The Purchaser reserves the right to request any of the Contractors or sub-contractors to undergo a test of skills on the Site and if they fail such a test then they may be removed from the Site at the request of the Purchaser.

5. VARIATION OF CONTRACT WORK

5.1 The Contractor shall not vary any of the Contract Work, except as directed in writing by the Purchaser.

6. USE OF THE PURCHASER’S SERVICES

6.1 The Purchaser does not have any obligation to provide ‘Loaned Plant’ to the Contractor, unless specifically agreed.

6.2 The Purchaser shall have the right to withdraw Loaned Plant at any time with no liability being incurred by the Purchaser.

6.3 The Contractor shall diligently apply all reasonable professional skills in using or in directing Purchaser’s personnel or its employees or sub-contractors in the use of the Loaned Plant.

6.4 The Contractor shall be liable for all damage to the Loaned Plant, including but not limited to, loss by theft, due to negligence on the part of the Contractor, its personnel or agents or subcontractors.

6.5 The Purchaser shall be liable for any damage to the Loaned Plant caused by a defect in the Loaned Plant that the Contractor demonstrates as already existing at the commencement of the loan.

6.6 Where Loaned Plant is operated by the personnel of the Purchaser, the operator shall not become part of the Contractor’s personnel but shall carry out with the Loaned Plant such work as he may be directed to do by the Contractor. The Contractor shall be the solely responsible for all damage caused by its misdirection or negligence.

7. FREE ISSUE MATERIALS

7.1 The Contractor shall be responsible and account for all materials issued free to him by the Purchaser for the Contract Work and shall properly declare the use thereof in accordance with the Purchaser’s instructions.

7.2 The Contractor shall replace at its own cost all such materials which are lost, inefficiently used or become damaged for any reason.

7.3 The Contractor shall return to the Purchaser all such materials which are not used by the Contractor in the execution of the Contract Work.

8. WORKMANSHIP & MATERIALS

8.1 All workmanship and materials for the Contract Work shall be in accordance with the Specification. Where no standards are specified, the Contract Work shall comply with relevant legislation, national standards and codes of practice and the recommendations of relevant trade associations.

8.2 Where the Contract Work includes the Contractor’s designs and/or materials selection, the Contractor warrants to the Purchaser that such designs and/or materials shall be fit and sufficient for the purpose intended.

8.3 The Contractor shall at all times comply with the quality assurance procedures instructed by the Purchaser.

8.4 Where so required by the Purchaser, drawings and other relevant data shall be issued to the TATE & LYLE SUGARS Engineer and will become the property of TATE & LYLE SUGARS.

8.5 The Contractor shall at its own expense, if so requested, submit samples of materials proposed to be used and those approved shall be kept by the Purchaser as the standard of quality for use in the works. Materials delivered to the Site shall not be inferior in any respect to the samples approved by the Purchaser and shall be in accordance with the Specification.

8.6 The Contractor shall be responsible for setting out the Contract Work accurately and for the correctness of all connections and alignment of all parts of the Contract Work. Upon completion of the Contract Work he shall remove all equipment and temporary works not forming part of the Contract Work and shall leave the Site in a condition satisfactory to the Purchaser.

8.7 The Contractor shall do everything necessary for the complete execution of the Contract Work and for the proper operation of the installation, whether or not these actions are mentioned in detail in the Specification or in the Purchase Order.

8.8 The Contract Work shall be subject to such tests as the Purchaser may direct at the place of manufacture or on the Site. The Contractor shall at its own expense provide such assistance, instruments, machines, labour and materials as may be required for such testing.

8.9 The Contractor shall not fill, cover, or in any way hide any part of the Contract Work until inspected and approved by the TATE & LYLE SUGARS Engineer. Such inspection or approval shall not be considered as final acceptance.

8.10 The Purchaser shall have the power to instruct the Contractor at the Contractor’s expense to:

remove from site any materials which in the opinion of the Purchaser are not in accordance with the Contract;

substitute proper and suitable material;

remove and properly re-execute any such work which in respect of materials or workmanship is not in the opinion of the Purchaser in accordance with the Contract;

8.11 The Purchaser shall be entitled to employ and pay other persons to carry out such instructions if the Contractor does not do so within seven days (or a shorter period, if so requested for safety or emergency reasons) after the request of the Purchaser and the Contractor shall be required to pay the cost thereof.

8.12 The indemnification period stated in the TATE & LYLE SUGARS Purchase Conditions shall be applicable to all of the Contract Work.

9. CONTRACTOR’S DEFAULT

9.1 The Purchaser may give the Contractor seven days written notice (or shorter period if requested for safety or emergency reasons) to make good the following default or breach, if the Contractor:

is not executing the Contract Work in accordance with or as specified in the TATE & LYLE SUGARS Service Conditions and/or the Purchase Order or,

is not proceeding fast enough to ensure the completion of the Contract Work by the time stipulated in the Contract or that such time has already expired, or

has refused to carry out a reasonable instruction of the Purchaser for the execution of the Contract Work.

9.2 Should the Contractor fail to comply with a notice given in accordance with sub-Clause 9.1, the Purchaser may, at the expense of the Contractor and without prejudice to any of its other rights:

terminate the Contract, and perform itsself such of the Contract Work as the Contractor has failed to, or

take the Contract Work wholly or in part out of the Contractor’s hands and re-contract it to any other person, or

make such modifications, substitutions or addition to the Contract Work as he considers necessary to ensure the satisfactory execution thereof.

9.3 In the event of repeated breaches of these TATE & LYLE SUGARS Service Conditions, or general misconduct by any employee, agent or sub-contractor of the Contractor, the Purchaser shall reserve the right to terminate the engagement of the Contractor and to cancel the Purchase Order.

10. TIME FOR COMPLETION

10.1 The Contractor shall make no delivery nor commence the Contract Work on Site before obtaining a valid Purchase Order Number issued by the TATE & LYLE SUGARS Purchasing Department.

10.2 The Contractor shall within 7 days of a request to do so, submit to the Purchaser for its approval, a detailed and binding plan showing how it proposes to carry out the Contract Work. The Contractor shall also give written details of its arrangements for carrying out the Contract Work and of any temporary works in particular, a description of erection methods and erection equipment and the numbers and qualification of its erection labour. The submission of such program for the approval of the Purchaser or the giving of such details shall not relieve the Contractor of any of its duties or responsibilities under the Contract.

10.3 Without prejudice to any other right of the Purchaser, should the Contractor fail to complete the Contract Work by the date stated in the Purchase Order (or by extension thereto confirmed in an amendment order), the Purchaser shall be entitled to recover liquidated damages from the Contractor at the rate of 3% percent of the Contract Price for each week of delay

10.4 The Purchaser may give written notice to the Contractor to suspend the Contract Work or any part thereof and the Contractor shall during such suspension properly protect and secure the Contract Work. The extra cost (if any) to the Contractor in respect of the Purchaser’s instructions under this condition shall be paid by the Purchaser unless such suspension is:

otherwise provided for in the Contract, or
necessary for the proper execution of the Contract Work due to weather conditions or by the Contractor’s default, or
necessary for the safety of the Contract Work or any part thereof.

10.5 The Purchaser shall be liable for such extra costs in so far as they are reasonable, provided that the Contractor shall not be entitled to recover any such extra cost unless it makes a written claim within 28 days of the Purchaser’s notice, or they result from breach or negligence by the Contractor.

11. LIABILITY FOR DAMAGE OR INJURY

11.1 The Contractor shall take every practicable precaution not to damage or injure any property or persons. The Contractor shall satisfy all claims founded in any such damage or injury which arise out of or in consequence of any operations under the Contract whether carried out by the Contractor or any of its sub-contractors and whether such claims are made by the Purchaser or by a third party against the Purchaser or directly to the Contractor (“Claim”).

11.2 The Contractor shall indemnify the Purchaser in accordance with clause 5 of the TATE & LYLE SUGARS Conditions of Purchase.

11.3 The Contractor shall give immediate notice to the Purchaser in the event of any accident or damage whether or not likely to form the subject of a Claim and shall give all the information and assistance in respect thereof that the Purchaser or the Purchaser’s insurers may require. The Contractor shall not negotiate, pay, settle, admit or repudiate any claim without their written consent, and shall permit the Purchaser or the Purchase’s insurers to take proceedings in the name of the Contractor to recover compensation or secure an indemnity from any third party in respect of any such matters.

11.4 The Contractor shall at its own expense and in its own name arrange for all insurances set out in clause 8 of the TATE & LYLE SUGARS Conditions of Purchase and as otherwise necessary for the Contract Work including Professional Indemnity. The Contractor’s price shall be deemed to include the cost of all such insurances.

11.5 The Contractor shall produce to the Purchaser, when requested, the current valid policies of insurance as required by these conditions together with satisfactory evidence of payment of premiums.

T&L SUGARS LIMITED REGULATIONS FOR CONTRACTORS

(Effective April 2011)

1. GENERAL

1.1 These Regulations shall form part of the conditions of contract for all contracts and purchase orders for work executed and services provided by Contractors to the Purchaser, Tate & Lyle Sugars. The Regulations shall apply to all of the Purchaser’s London Refinery Sites.

1.2 Contractors shall sign the acceptance relating to these Regulations and shall complete and sign the insurance questionnaire and return both to the Purchasing Department before commencement of the Contract Work.

1.3 The Contractor shall carry a minimum of two million pounds sterling insurance cover for third party and public liability whilst on site.

1.4 The Contractor shall submit the details of his CIS4, CIS5 or CIS65 certificate in accordance with the Construction Industry Tax Regulations before commencement of the Contract Work.

The Purchaser shall recover from the Contractor any liability to the Purchaser resulting from non- compliance with the Regulations by the Contractor.

Correspondence relating to CIS certificates must be addressed to the Tate & Lyle Sugars Finance Department.

1.5 The Contractor upon entering or working on the Purchaser’s Site shall comply with these Regulations, together with all other relevant site rules, health and safety regulations and environmental and quality policies as may be issued from time to time by the Purchaser.

The Contract Works shall be undertaken in accordance with all relevant legislation (including and statutory regulations), bylaws and standard codes of practice.

The Contractor is responsible for instructing his employees and agents (including his sub-contractors) and making known to them the contents of these Regulations and of any related matters brought to his attention by the Purchaser.

1.6 The Purchaser may object to and require the Contractor to remove from the Contract Work any person who, in the sole opinion of the Purchaser, misconducts himself or does not comply with these Regulations and such person shall not again be employed upon the Contract Work without the written permission of the Purchaser.

In the event of repeated breaches of these Regulations, or general misconduct by any employee, agent or sub-contractor of the Contractor, the Purchaser shall reserve the right to terminate the engagement of the Contractor and to cancel the purchase order. Such termination shall be final and binding and without further obligation to the Purchaser.

1.7 Unless specified differently within the contract documents, all notices and / or queries shall be addressed to the Purchaser’s nominated Representative or, if none is nominated, to the Purchasing Manager.

1.8 The Contractor shall notify his normal hours of working to the Purchaser’s Representative and shall advise the name and number of personnel to be engaged on the site in advance of arrival on site.

1.9 The Contractor shall not display any advertisement on the Site, or take photographs of it, or make reference to it in any publicity material without the prior written approval of the Purchaser.

1.10 The Contractor shall not offer or give or agree to give to any of the Purchaser’s personnel any gift or consideration of any kind. The exchange of Christmas cards and/or calendars is, however, acceptable.

2. ENTRY TO SITE / SECURITY REQUIREMENTS

2.1 Entry and exit for the Contractor’s personnel and vehicles to the site, when authorised, shall be by way of the Contractors’ Gate only. Access is controlled electronically. All individuals must swipe in/out for entry/exit.

2.2 The Contractor’s personnel shall report initially at the Contractors’ Gate for instructions and the issue of personal access control cards. The Contractor shall be responsible for the safekeeping of access cards issued and shall be liable for the cost of replacement of lost or damaged cards.

Access cards are issued on a personal basis and must not be used by any person other than the person to whom the card was issued.

2.3 All Contractor’s personnel shall be required to attend a Site Induction Course prior to commencement of any works. The Induction Course is conducted in English and requires a formal written test upon completion. Personnel will not be allowed to work on site without successful completion of this induction process.

The Contractor’s service vehicles shall be allowed onto the Site only when essential and then solely at the discretion of the Purchaser. The drivers of the Contractor’s vehicles whilst on Site shall comply with the Purchaser’s traffic regulations at all times.

2.4 The Contractor shall not be provided with parking facilities by the Purchaser unless agreed in writing.

2.5 The Contractor’s craftsmen may leave their toolkits, at the Contractor’s risk, with the Purchaser’s security staff for the short time it takes to park or collect their cars outside the Site.

2.6 The use of cycles within the Site is prohibited.

2.8 Children under 16 years of age shall not be admitted to the site without prior permission.

2.9 The Contractor shall be responsible for the security of his own tools, materials, equipment, vehicles and the private possessions of his personnel and shall arrange insurance in respect of loss or damage.

2.10 The Purchaser reserves the right to search persons and vehicles entering or leaving the Site and to examine any package or parcel.

2.11 No materials shall be taken from the Site without authorisation in the form of a ‘Security Pass out’.

3. SAFETY

3.1 The Contractor shall provide a copy of his Safety, Health and Environmental Policy as defined in the current Health & Safety at Work Act before commencement of the Contract Work.

3.2 Where the works are subject to the Construction (Design & Management) Regulations 1994, the Contractor shall be required to demonstrate his procedures for the application of the Regulations and to provide the necessary time and resources for this purpose.

3.3 The Contractor shall provide a Task Based Risk Assessment for review by the Purchaser’s Representative prior to any work commencing

3.4 The Contractor shall operate at all times in a responsible manner, safe to his personnel, to the Purchaser’s personnel and to all other persons and property. The Purchaser reserves the right to request verification of training and qualification of Contractor’s operatives

3.5 The Contractor shall abide by the Tate & Lyle Sugars safety systems and policies, which are available on request from the Purchaser’s Representative.

The Contractor shall attend safety meetings and respond to any safety initiatives as requested by the Purchaser.

3.6 The minimum standard requirement for Personal Safety Protective Equipment which must be worn when working on site is:

Head Protection
Light Eye Protection
Hand protection
Foot protection
Coveralls bearing the name of the Contracting Company
Hearing protection in designated areas

NOTE

Additional protection may be required for particular tasks and this must be determined by risk assessment, and agreed with the Purchaser’s Representative.

Workwear garments shall not have external top pockets.

3.7 Standard PPE is not required when using the Pedestrian Walkways marked in YELLOW.

3.8 All work must be covered by the relevant ‘Permit to Work’ (e.g. Confined Space, Hot Work, Electrical Isolation) as defined by the Purchaser. The Contractor’s personnel shall obtain an authorised ‘Permit to Work’ from the Purchaser’s Representative prior to commencement. “Hot Work” is defined as the introduction of any possible form of ignition including the storage/handling of any flammable materials, liquids or gases. In no other circumstances shall the Contractor be permitted to operate, shut down or in any way interfere with Refinery plant and equipment.

3.9 The Contractor shall ensure that all his plant, equipment and materials are safe and used in compliance with any statutory requirements and applicable codes of practice, and that they are suitably certificated to this effect. The Contractor shall be liable for all loss or damage arising from their use.

Without lessening the absolute responsibility of the Contractor in regard to such equipment the Purchaser shall have the right to inspect such equipment and if in the Purchaser’s opinion it is considered unsuitable or unsafe it shall not be used on the Site, no extra time or payment being allowed to the Contractor for replacement.

3.10 Portable electric tools must be designed for 110 volt, 50 cycle, AC supply.

3.11 Electrical equipment of a personal nature (radios, cassette players etc) are not permitted within the Refinery. There are also restrictions on the use of mobile telephones.

3.12 The Contractor shall under no circumstances use paraffin on the Site.

3.13 The Contractor shall not bring to Site substances subject to the Control of Substances Hazardous to Health Regulations (COSHH Regulations) without prior written consent of the Purchasers Representative.

The Contractor shall supply the Purchaser with full details (data sheets) of such materials as required by the current COSHH Regulations. All such materials shall be clearly marked, stored and handled in compliance with statutory regulations.

3.14 The Contractor shall not bring radioactive materials to the Site without prior written consent of the Purchaser’s Representative. The Contractor shall clearly mark and register such radioactive materials or substances in accordance with the current Ionising Radiation Regulations.

3.15 The Contractor shall comply with the current Regulations associated with the collection, disposal and segregation of waste. All waste removal from site shall be directed through the Purchaser’s Waste Management company. Details of this arrangement are available upon application to the Purchaser’s Representative.

3.16 The Contractor shall install all scaffolding in accordance with the Purchaser’s Scaffolding Procedure, available from the Purchaser’s Representative, All completed scaffolds shall be certified and shall meet with the approval of a competent scaffold inspector prior to use. Such approval shall not release the Contractor’s responsibility in respect of such scaffolding.

3.17 The Contractor shall at all times protect any construction works which may be a source of danger to any person or property and shall ensure that they are fenced off and lit during the hours of darkness with warning lamps and signs.

3.18 The Contractor shall ensure that all his personnel are aware of the relevant fire assembly areas and all emergency escape routes from their place of work. Means of escape from buildings and access for emergency services shall not be obstructed.

In case of fire the Contractor’s personnel shall

operate the nearest alarm call system
telephone 8888 on the internal telephone system stating fire location i.e. building, floor level and area on floor
promptly evacuate the building

3.19 Smoking is not permitted on the Purchaser’s Sites except in designated smoking areas. Any person found contravening this Regulation may be required to leave the Site.

3.20 In the event of the Contractor’s involvement in any incident involving injury, incident, damage, loss or “near miss”, the Contractor shall:

Immediately notify the Purchaser’s Representative and complete an “Incident/Near Miss” form
Copy the Purchaser’s Representative with any report to the Health and Safety Executive in compliance with the current RIDDOR Regulations (Reporting of Injuries, Diseases and Dangerous Occurrences Regulations)
Notify the Purchaser immediately upon receipt of any writ, summons or other proceedings arising out of such incident, injury or damage which may be commenced against the Contractor.
Permit the Purchaser’s insurers to take proceedings in the name of the Contractor to recover compensation or secure an indemnity from any third party.

4. WELFARE

4.1 The Contractor’s personnel may be allocated welfare facilities on Site. It shall be their responsibility to keep them clean and tidy at all times. They shall use only such facilities as are agreed and specified at the start of the Contract.

4.2 The Contractor’s personnel shall report all wounds or injuries, however slight, to the Occupational Health Department or first aid post where medical facilities for treatment are available.

4.3 The Contractor shall ensure that his personnel keep any open cut or abrasion on any exposed part of their persons covered with a suitable waterproof dressing. All such wound dressings must be of the “blue strip” metal detachable type. If bandage type materials are used, they must include a waterproof covering and a metallic strip.

4.4 The Contractor’s personnel may use the Purchaser’s restaurant and canteen facilities This shall be subject to strict conditions and may be revoked at any time.

4.5 The Contractor’s personnel shall not consume any food or drink outside designated areas.

4.6 All alcohol and drugs (except prescribed medication) are totally banned from the Site. The Purchaser reserves the right to conduct random testing for alcohol and drug use in accordance with Company Policy.

5. USE OF THE PURCHASER’S SERVICES

5.1 The Contractor’s personnel shall not use fire protection equipment for purposes other than fire fighting.

5.2 The Contractor shall obtain permission from the Purchaser’s Representative for the siting of temporary buildings or containers within the Site and shall remove them immediately on completion of the Contract Work or when instructed to do so by the Purchaser’s Representative.

5.3 Any area required for storage of materials shall be agreed with the Purchaser’s Representative before commencement of the Contract Work.

5.4 Any requirements in respect of temporary electrical power supplies, water supplies and other services shall be advised by the Contractor and arrangements agreed with the Purchaser’s Representative before commencement of the Contract Work.

5.5 The Contractor shall not make use of the Purchaser’s electric or other sources of power, mechanical equipment, lifting gear, scaffolding, ladders and other equipment on site without the express permission of the Purchaser’s Representative and subject to any conditions he may impose.

5.6 The Contractor shall be responsible for ascertaining that all plant and equipment loaned to the Contractor by the Purchaser are safe for the purpose of use and that the operator is qualified or instructed in the safe use of same.

6. PRODUCT QUALITY AND HYGIENE

General

6.1 The Contractor shall maintain the areas where he is working in a clean and tidy state at all times. Any waste or surplus material shall not be allowed to accumulate and shall be removed and disposed of regularly and at least once a week. Waste skips shall be clearly identified with the associated Contractor or works. The Purchaser’s product bags must not be used for waste disposal.

The Contractor shall ensure that all litter is deposited in the waste receptacles provided for this purpose.

6.2 Reading material other than that pertinent to the plant or work in hand is not permitted in Refinery operating areas

6.3 The Contractor shall employ all necessary measures to control noise, vibration, dust, spillage or any other form of pollution.

Category A Areas

In line with the Purchasers Quality and Hygiene Policy, Category ‘A’ areas are defined as, ”those areas where unsatisfactory standards of hygiene and housekeeping present a significant risk to final product quality and safety.” This includes the following high risk areas:- All product packing areas including FIBC and container filling; bulk loading and filling points; B20; B23; B220; milling house; cube packets and the process areas Gran House and Refinery.

Finished product storage and handling areas such as warehousing in B20 and West Ham Depot, New warehouse, Packaging warehouse , bulk liquor tank farm and weighbridge reception areas are also Category ‘A’ areas but for practical purposes the wearing of hairnets and hand washing on entry are not required.

6.3 Health

Any personnel at work suffering from diarrhoea, vomiting or food- borne infection must report to the Tate and Lyle Sugars Representative, who must refer the person to the Occupational Health Department before they are permitted to start or re-commence work in Category “A” areas.

All sores, cuts, grazes, infected areas and other wounds must be covered by a suitably coloured waterproof dressing incorporating a metal strip. Personnel must report the loss of such dressings to the Purchaser’s Representative in circumstances where there is a risk of product contamination. Personnel arriving at work with a domestic wound dressing must have it checked and, if necessary, replaced by an approved food industry dressing.

6.4 Protective Clothing

Personnel must wear clean, approved, protective clothing at all times within Category ‘A’ areas.

Footwear must be of a suitable approved type, and must be maintained in a clean and sound condition.

All hair must be completely covered by the use of hair-nets and hats. Long hair must be neatly contained with no grips or clips outside the head covering. Beard snoods must be worn and must completely cover the beard and / or moustache.

Protective clothing must not be worn off-site or left in working areas. Provision shall be made for the storing of clothing and personal effects by arrangement with the Purchaser’s Representative.

6.5 Personal Hygiene

Hands must be kept clean at all times. All personnel must wash their hands on entering a Category ‘A’ area, and regularly throughout the working day or shift, particularly after visiting the toilet or handling waste materials.

No perfume or aftershave may be worn.

Fingernails must be kept short, neat and clean. Nail varnish or false nails must not worn.

Spitting is not allowed anywhere within site working areas.

6.6 Personal Items

Jewellery, except one plain wedding ring, must not be worn. Watches are also not permitted.

Prescription spectacles and contact lenses are permitted. Any loss or breakage must be reported to the Purchaser’s Representative.

Approved ear defenders containing detectable metal must be worn

One-piece pens of a shatterproof material only are permitted.

Pieces of scrap paper must not be used. Notebooks and approved record sheets must be used. The use of rubber bands and staples are not permitted.

Smoking materials and any other personal possessions must not be carried within Category ‘A’ work areas.

6.7 Eating and Drinking

Food purchased in the restaurant or brought into the Refinery for consumption elsewhere on the site shall be securely packed and opened only at the point of consumption. It is the responsibility of the individual, who takes items of packed food from the restaurant, to ensure that it is securely packed.

Food includes all snack products, confectionery, crisps, chewing gum, fruit, etc. Drink covers every form of drink other than water from drinking fountains.

Food brought onto the site must be kept in a designated area and consumed within the individual’s working day. The storage of perishable foods of any description for longer periods than the working shift is strictly forbidden.

6.8 Use of Glass or Hard Plastic Materials

No person may take glass, glass-containing, or hard plastic equipment or utensils into Category ’A’ areas unless the Purchaser’s Representative is informed and strict precautions taken to prevent product contamination.

Any glass breakage must be reported immediately to the purchaser’s Representative who will ensure if appropriate, that all pieces are accounted for and are collected and disposed of in a designated waste bin away from high risk areas.

Report immediately any cracked or broken windowpanes and light fittings.

6.9 Pest Control

All doors and windows in Category ‘A’ areas must be kept closed unless the aperture is totally enclosed in fine mesh screening. Temporary openings shall be similarly enclosed.

Waste and materials which may harbour pests such as discarded scaffold boards and tubes, Engineering debris, discarded lagging etc. must be removed as soon as possible

Any sighting of pests (insects, rodents, birds, cats etc), or any evidence of pests, must be immediately reported to the Purchaser’s Representative.

No animals are allowed on site.

'BAKE YOUR DREAMS COME TRUE' BLIPPAR #BakingDreams PROMOTION

PROMOTION TERMS AND CONDITIONS

1. How to enter: To enter the 'Bake Your Dreams Come True' Blippar promotion (the "Promotion"), entrants must do the following during the Promotion Period:

A) scan the "Bake Your Dreams Come True" promotional leaflet or any promotional WIN packs available at the launch event 'Bank of Baking' - Truman Brewery with their mobile using the Blippar app and click on "Start Now" when it appears on screen;

B) when prompted on the screen, take a photograph of themselves at the Launch Event, with the Launch Event in the background (the "Photograph"); the Launch Event must be clearly identifiable; and

C) post and share their Photograph with their Friends on Facebook and/or with their Followers on Twitter by using the hashtag #BakingDreams.

2. Blippar app on a mobile phone necessary. Free app to download. Visit www.blippar.com. Facebook or Twitter account necessary. No purchase necessary.

3. Launch Event: "Bake Your Dreams Come True" launch event held at Truman Brewery Shop 12, 91 Brick Lane, London, E1 6QL on Wednesday 10th April 2014 and Thursday 11th April 2014 between 11am and 5pm.

4. Promotion Period: Entries can be made between Wednesday 10th April 2014 and Thursday 11th April 2014 between 11am and 5pm (the "Promotion Period").

5. Prize: There are 2 baking hampers to be won which each include: 1 x Squires Kitchen 'The Art of Sugarcraft' book, 2 packs of Tate & Lyle Sugars Golden and Brown sugars 325g, 1 x Squires Kitchen Sugarpaste, 1x Squires Kitchen Food Colours 5 gift pack, 1 x Lyle's Golden Syrup® Baking Bottle 600g and 1 x a Melior Coffee Maker,

6. Entry is open to the UK Mainland residents only. Employees (and their family) of the Promoter and any other companies connected with the Promotion are not eligible to enter the Promotion. Entrants must be aged 18 or over.

7. The Photograph must be the entrant's own original creation and the entrant warrants that use of the Photograph will not violate any third party's rights. Each entrant acknowledge and agree that they are responsible for any Photograph they submit and that the entrant, and not the Promoter, have full responsibility for the Photograph, including its legality, reliability, appropriateness, originality, copyright and non-infringement.

8. The Photograph must not be:

(i) unlawful, threatening, libelous, defamatory, obscene, scandalous, inflammatory, pornographic, indecent, seditious, offensive, abusive, liable to incite racial hatred, discriminatory, menacing, profane, in breach of confidence or privacy, which may cause annoyance or inconvenience, or any material that could constitute or encourage conduct that would be considered a criminal offence, give rise to civil liability or otherwise be contrary to the law, or infringe the rights of any third party, in any country in the world;

(ii) technically harmful (including, without limitation, computer viruses, logic bombs, Trojan horses, worms, harmful components, corrupted data or other malicious software or harmful data).

9. The entrant hereby gives a non-exclusive, royalty-free, irrevocable, perpetual, transferable licence to the Promoter to use the Photograph submitted, for any purpose, including, without limitation for advertising the Promoter's products. The entrant hereby waives all moral rights they have in such Photograph to the fullest extent permitted by law.

10. Multiple entries will be considered, but one entrant can only win once.

11. Entries made using methods generated by a script, macro or the use of automated devices will be void.

12. Promoter has no responsibility for entries lost, delayed, illegible, damaged, incomplete or corrupted, due to computer error or otherwise.

13. The prize is not transferable.

14. There are no cash or other prize alternatives available in whole or in part, except that in the event of the prize being unavailable for the reasons beyond the Promoter's reasonable control, the Promoter reserves the right to offer an alternative prize of equal or greater value.

15. Any entry which, in the reasonable opinion of the Promoter, does not to comply with these terms and conditions is invalid. The Promoter's decision shall be final and binding.

16. The Promoter reserves the right to cancel, terminate, modify or suspend the Promotion or these terms and conditions either in whole or in part, with or without notice, in the event of unforeseen circumstances beyond the Promoter's reasonable control.

17. The winner agrees for the Promoter to publish and use for post-Promotion activity their name and county.

18. Two winners will be chosen at random by 18th April 2014 by the Promoter from all valid entries received during the Promotion Period.

19. The winners will be notified via a private Facebook and/or Twitter message by 2nd May 2014 and will be asked to provide their address details for their prize to be posted to them. The winner must provide the details requested within 14 days from the date of such notification. Each winner also must, if asked, provide means of identification, proof of age and/or permanent Mainland UK address or proof of sharing the Photograph with Friends on Facebook and/or the Followers on Twitter in order to claim the prize.

20. The entrants must ensure they promptly accept any private messages sent via the Promoter's Facebook profile (@welovebaking_tl) and/or the Promoter's Twitter profile (address).

21. The Promoter will post the prizes within 30 days of receiving from the winner complete details referred to in term 19 above.

22. If the winner cannot be contacted, or does not comply with these terms and conditions, the Promoter reserves the right to re-allocate the prize.

23. The prize winners' names and counties will be available between 18.04.14 and 18.04.14 by sending a self-addressed envelope to: Tate & Lyle PO Box 5050 Notts NG15 0DJ.

24. By entering the Promotion via Blippar and using Facebook and/or Twitter to share the Photographs, entrants acknowledge that the Promotion is in no way sponsored, endorsed or administered by, or associated with, Blippar, Facebook or Twitter and/or any other social network and the entrants will comply with all applicable Blippar, Facebook and Twitter terms and conditions whilst posting any content on it. The Promoter assumes no liability for any breach by the entrant of their obligation under this term.

25. The collection and processing of the entrant's personal data by the Promoter in connection with the Promotion will be in accordance with the Promoter's Privacy Policy, available at: http://www.tasteandsmile.com/privacy-policy . By entering the Promotion the entrant gives their consent to processing of their personal data in accordance with the Promoter's Privacy Policy.

26. The Promoter accepts no responsibility for any damage, loss, liabilities or injury incurred or suffered by the entrant as a result of entering this Promotion, using Blippar, Facebook and/or Twitter, or accepting a prize, or any delay, loss or damage during delivery of the prize. To the extent permitted by applicable law, the Promoter shall not be liable for any delay, loss or damage during delivery of the prize, for any indirect, special or consequential cost, expense, loss or damage suffered by the entrant even if such cost, expense, loss or damage was reasonably foreseeable or might reasonably have been contemplated by the Promoter and whether arising from breach of contract or negligence, breach of statutory duty or otherwise. Nothing shall exclude the liability of the Promoter for death or personal injury as a result of its negligence.

27. The Promoter is not responsible for failure to fulfill the obligations of any of the third parties involved in this Promotion, although the Promoter will always endeavor to minimise the effect to the entrant of any such failure.

28. These terms and conditions shall be governed by English law and the courts of England and Wales shall have exclusive jurisdiction over any dispute arising from, or in connection with, these terms and conditions and/or the Promotion.

29. By entering this Promotion, an entrant accepts these terms and conditions.

30. Promoter: T&L Sugars Limited (trading as Tate & Lyle Sugars), Thames Refinery, Factory Road, Silvertown, London E16 2EW.

BAKE YOUR DREAMS COME TRUE PROMOTION TERMS & CONDITIONS (THE "TERMS")

Content:

PART I. GENERAL
PART II. INSTANT WIN ONLINE PROMOTION
PART III. BAKING DREAMS COMPETITION

PART I. GENERAL

The Bake Your Dreams Come True Promotion (the “Promotion”) consists of:
1. Win Millions of Baking Prizes and Rewards promotion (“Instant Win Online Promotion”), and
2. Baking Dreams competition (“Baking Dreams Competition”).
The entrant has an option to enter either the Instant Win Online Promotion or Baking Dreams Competition per Pack Code subject to the entry limits set out in paragraph 8.
The terms of this Part I apply to both the Instant Win Online Promotion and Baking Dreams Competition, unless otherwise stated.
Eligibility: The Promotion is open to UK residents aged 18 or over excluding employees of the Promoter and its affiliated companies, and their immediate family, the Promoter’s agents and any person professionally connected with the Promotion.
To enter: Subject to the entry limits set out in paragraph 8 the entrants must enter the pack code from their Promotional Pack (the "Pack Code") online at www.tasteandsmile.com/bakingdreams (the “Website”) together with all other required information. Promotional Pack purchase is necessary. Internet access and a valid e-mail address are also required.
The entrant will be guided on the Website where to find the Pack Code on their Promotional Pack. Pack Codes are case-sensitive and must be entered exactly as shown.

Promotional Packs: Any of the following packs which bear a ‘WIN’ sticker, a ‘WIN’ neck collar or a printed ‘WIN’ message on the front of the pack:

Tate & Lyle® Fairtrade Caster Sugar 500g, 1kg and 2kg
Tate & Lyle® Fairtrade Icing Sugar 500g
Tate & Lyle® Fairtrade Demerara 750g
Tate & Lyle® Fairtrade Golden Granulated 750g
Tate & Lyle® Fairtrade Golden Caster 700g
Tate & Lyle® Fairtrade Light Soft Brown 325g, 500g, 700g and 1kg
Tate & Lyle® Fairtrade Dark Soft Brown 500g, 700g and 1kg
Tate & Lyle® Fairtrade Dark Muscovado 325g
Tate & Lyle® Fairtrade Light Muscovado 325g
Lyle's Golden Syrup® Baking Bottle 600g

For the purpose of the Promotion, different weight packs of the same product are deemed to be different Promotional Packs. Promotional Packs may be purchased at the larger stores of the following retailers subject to stock and availability:

Larger stores of:	Tate & Lyle® Caster Sugar 500g & 1kg	Tate & Lyle® Caster Sugar 2kg	Tate & Lyle® Icing Sugar 500g	Lyle's Golden Syrup® Baking bottle 600g	Tate & Lyle® Golden & Brown sugars 325g, 350g, 700g & 750g	Tate & Lyle® Light or Dark Soft Brown sugar 500g & 1kg
Tesco	✓ (Caster 500g in specific region only)	✓	✓	✓	✓ Limited selection
Morrisons	✓		✓		✓ Limited selection	✓
Waitrose	✓	✓	✓	✓	✓
Ocado.com	✓	✓	✓	✓	✓	✓
The Co-op				✓
Sainsbury's				✓
Lidl	✓ Caster 1kg only		✓			✓
Selected convenience stores	✓		✓			✓

Promotion Period: Entries can be submitted online between 31.03.14 and 23:59 hours on 19.12.14.
Entry Limits: Entries are limited to one per Promotional Pack purchased up to a maximum of two entries per week and a maximum of six entries throughout the Promotion Period. These limits apply per e-mail address and per household. The limits are cumulative for the ‘Instant Win Online’ promotion and the ‘Baking Dreams’ competition. Any entries above these limits may be invalid.

For the purpose of the Promotion, a “household” means all the people sharing the same postal address.
Any entries made online using methods generated by a script, macro or the use of automated devices will be void.
Entries must not be unlawful, threatening, libelous, defamatory, obscene, scandalous, inflammatory, pornographic, indecent, seditious, offensive, liable to incite racial hatred, discriminatory, menacing, profane, in breach of confidence or privacy, which may cause annoyance or inconvenience, or any material that could constitute or encourage conduct that would be considered a criminal offence, give rise to civil liability or otherwise be contrary to the law, or infringe the rights of any third party, in any country in the world.
Entries must not be technically harmful (including, without limitation, computer viruses, logic bombs, Trojan horses, worms, harmful components, corrupted data or other malicious software or harmful data).
Prizes. Prizes are non-transferable. There are no cash or other prize alternatives available in whole or in part, except that in the event of circumstances outside its control, the Promoter reserves the right to offer an alternative prize of equal or greater value.
Personal data. The collection and processing of the entrant’s personal data by the Promoter in connection with the Promotion for the purposes of operating the Promotion and post-Promotion marketing activity will be in accordance with the Promoter’s Privacy Policy, available at http://www.tasteandsmile.com/privacy-policy. By entering the Promotion, the entrant gives their consent to the processing of their personal data in accordance with the Promoter’s Privacy Policy.
The Promoter reserves the right to publish and use for its post-Promotion activity the names and counties of major prize winners. Winners agree to participate in any reasonable publicity arranged by the Promoter free of charge. The Promoter will reimburse to the winner any reasonable costs incurred by them as a result of such participation.
The entrant may choose to opt-in to receiving marketing communications from the Promoter and its Promotion Partners: Squires Kitchen Sugarcraft Limited, Biscuiteers Baking Company Limited and T.G.Green Limited™ (t/a Cornishware). Entrant’s consent to receiving such communications is voluntary and does not impact on the entrant’s ability to enter the Promotion.
Use of Facebook for login in. The entrant has an option to fill in some details on the entry form on the Website by using their Facebook login. By entering the Promotion using their Facebook login, the entrants acknowledge that the Promotion is in no way sponsored, endorsed or administered by, or associated with, Facebook and the entrants will comply with all applicable Facebook’s terms and conditions. The Promoter assumes no liability for any breach by the entrant of their obligation under this paragraph.
Invalid entries and Promoter’s rights. Any entry which does not to comply with these Terms is invalid. The Promoter reserves the right to disqualify any entries and refuse any prizes or rewards where (including but not limited to), in the Promoter’s reasonable opinion:
1. the entrant does not comply with these Terms
2. the entrant has interfered with the fair running of the Promotion;
3. there are grounds to believe that the entrant has committed a breach of any applicable law, including but without limitation fraud or suspected abuse;
4. the entry was incomplete or illegible;
5. the entry was made using a script, macros or any automated programmes or devices.
The Promoter shall have the right, where necessary, to undertake all such action as is reasonable to protect itself against fraudulent or invalid claims including, without limitation, to require further verification as to the identity, age, and other relevant details of the entrant.
The Promoter reserves the right to cancel, terminate, modify or suspend the Promotion or these Terms in whole or in Part with or without notice in the event of unforeseen circumstances beyond the Promoter’s reasonable control.
Announcement of prize winners. The major prize winners’ names and counties will be available between 02.01.15 and 28.02.15 by sending a self-addressed envelope to: Baking Dreams Winner’s List, PO Box 1079, Hemel Hempstead HP1 1GY.
Exclusion of liability. The Promoter will have no liability in respect of:
1. any damage, loss, liabilities or injury incurred or suffered by the entrant as a result of or in connection with entering the Promotion, use of the Website or accepting or redeeming a prize or reward, or any delay, loss or damage during the delivery of the prize or a reward;
2. any indirect, special or consequential cost, expense, loss or damage suffered by an entrant even if such cost, expense, loss or damage was reasonably foreseeable or might have reasonably been contemplated by the Promoter and whether arising from breach of contract, negligence, breach of statutory duty or otherwise;
3. an entrant’s inability to access the Website and/or submit an entry because of an event outside of the Promoter’s reasonable control, for example (without limitation) the performance of the entrant’s or the Promoter’s internet service provider or the internet;
4. any lost, late, misrouted or damaged data which occurs during any communication or transmission of data;
5. any disruption to the Promotion caused by any event beyond the Promoter’s reasonable control;
6. any computer or communications related malfunctions or failures;
7. any printing or typographical errors in any materials associated with the Promotion.
The Promoter is not responsible for failure to fulfill the obligations of any of the third parties involved in this Promotion, although the Promoter will always endeavor to minimize the effect to the entrant of such failure.
Nothing in these Terms shall exclude or limit any liability of the Promoter for death or personal injury caused by the Promoter’s negligence, fraud or fraudulent misrepresentation.
Indemnity. By entering the Promotion, the entrant agrees to indemnify and hold the Promoter harmless from any liability whatsoever for any claims, costs, injuries, losses or damage of any kind arising out of or in connection with the acceptance, possession, attendance at or use of any prize or reward connected with the Promotion (except death or personal injury caused by the Promoter’s negligence, fraud, or otherwise as prohibited by law).
Governing law and jurisdiction. The Promotion and these Terms shall be governed by and construed in accordance with English law and courts of England and Wales shall have exclusive jurisdiction over any dispute or claim arising from, or in connection with the Promotion or these Terms.
Contact. The Promoter’s contact details:
1. Consumer Care Line: 0845 607 8427 (Monday to Friday, 9am – 5pm); call charges may apply. Entrant is advised to check the rate with their phone provider.
2. E-mail: [email protected]
3. Address: Tate & Lyle Sugars – PO Box 5050, Notts, NG15 0DJ
Acceptance. By entering the Promotion the entrant accepts and agrees to be bound by these Terms.

PART II. INSTANT WIN ONLINE PROMOTION

1. To enter, the entrant must choose the Instant Win Online option on the Website.
2. Each valid entry wins either a prize or a reward. Prizes and rewards have been randomly pre-allocated via a secure, independently verified computer programme.
3. As more specifically set out in paragraphs 31 and 32 below, the prizes and rewards are as follows:
  1. Prizes
  2. 15 Baking Trips;
  3. 60 Kenwood kMix KMX98 Food Stand Mixers;
  4. 50 one-day Masterclasses with Squires Kitchen;
  5. 5 six-day Masterclasses with Squires Kitchen;
  6. 100 Baking Hampers;
  7. 40 Tate & Lyle® Caster Sugar 30 Best Loved Recipes books;
  8. 600 Cornishware Bake Sets; or
  9. 1,000 Biscuiteers Icing Kits.
  All prizes are available to be won, however the Promoter gives no guarantee that all prizes will be won.
  1. Rewards:
  2. 800,000 50p off Tate & Lyle Sugars coupons, including:
    1. 320,000 Tate & Lyle® Golden & Brown sugars (325g, 350g, 700g and 750g) 50p-off coupons;
    2. 320,000 Lyle’s Golden Syrup® Baking Bottle 600g 50p-off coupons; and
    3. 160,000 Tate & Lyle® Light Soft Brown, Dark Soft Brown, Demerara Sugar (500g and 1kg) 50p-off coupons;
  3. unlimited number of 20% off T.G.Green Limited™ codes;
  4. unlimited number of 15% off Biscuiteers Icing Equipment codes; or
  5. unlimited downloads of a Squires Kitchen magazine (the latest issue available at the time of notification of the reward).
  The coupon rewards set out in (i) above will be given both in the Instant Win Promotion and Baking Dreams Competition.
4. Additional prizes' details:
  Baking Trips:
  Baking trips consist of a themed cookery class in the following destinations for the winner and one guest:
  1. Patisserie in Paris;
  2. Panettone in Milan;
  3. Sacher Torte in Salzburg;
  4. Pastéis de Nata in Lisbon;
  5. Tiramisu in Venice.
  The Baking Trips include:
  1. 2 nights’ accommodation in a 4* hotel (except for Venice, which will be a 3* hotel) in a twin or double room;
  2. daily breakfast; Baking Trip to Venice also includes lunch as part of the cookery class;
  3. travel insurance;
  4. return direct economy flights from a UK airport to the destination city save for the baking trip to Paris which includes return travel by standard class Eurostar from London St Pancras to Paris Gare du Nord International; All taxes and surcharges included;
  5. transfers from the airport of destination to the hotel and back; transfers in Venice will be shared with other passengers;
  6. tourism tax for the planned duration of the Baking Trip.
  7. £100 spending money for the winner;
  Any other costs are the responsibility of the winner and his/her guest. For the avoidance of doubt, passports, visas and travel to and from the Eurostar UK terminal or the UK airport are the responsibility of the winner and their guest.
  
  Additional conditions:
  
  Guest must be 18 years of age or over at the time of the flight:
  
  Travel is subject to availability and at the discretion of the Promotion Partner and excludes the periods around Christmas, New Year, Valentine’s Day, Easter, School Holidays and Bank Holidays (both in the UK and the destination country).
  
  Eurostar travel must be off-peak and booked a minimum of 2 months in advance.
  
  The UK departure airport will be the nearest international airport (to the place of residence of the winner), which operates direct flights to the place of destination at the time of the Baking Trip.
  
  Basic travel insurance cover. Pre-existing medical conditions may not be covered. No age restrictions apply.
  
  All Baking Trips must be claimed and booked by the prize winner within 12 months from the date of confirmation by the Promoter of the receipt and validation of their winning Pack Code
  
  Cookery classes are subject to availability.
  
  The winner is solely responsible for the guest complying with these Terms.
  Masterclasses with Squires Kitchen
  The Squires Kitchen six-day Masterclass is for the winner only and covers one six-day ‘Professional Intensive Week of Cake Decorating’ course, to the value of £800 with Squires Kitchen International School. Travel expenses and accommodation are not included, but the prize includes £200 spending money.
  
  The Squires Kitchen one-day Masterclass is for the winner only and covers a one-day course, up to the value of £150 with Squires Kitchen International School. Travel expenses and accommodation are not included, but the prize includes £50 spending money.
  
  Squires Kitchen International School is based at Squires House, 3 Waverley Lane, Farnham, Surrey, GU9 8BB England.
  
  Once the winner’s Pack Code is received and validated, the Promotion Partner will contact the winner directly to arrange their prize. Any other costs incurred are the responsibility of the winner. Prize must be taken (meaning the course must have been attended) by 31.10.15 and excludes Christmas, New Year, Easter and Bank Holidays. Dates are subject to availability.
  
  All edible items of equipment are provided on the course. A list of other equipment required will be sent to the winner once their prize has been arranged. Participants are directed to read and action any requirements prior to commencing the course.
  
  Squires Kitchen reserves the right to cancel or change a course at any time. In these circumstances, Squires Kitchen will normally arrange an alternative date with the winner.
  
  It is strongly advised that the winner arranges insurance to cover any unforeseen events, such as illness, or cancellation of a course for which travel and accommodation costs have been incurred.
  Cornishware Bake Sets
  Cornishware Bake Set prize comprises Cornishware cake plate 2 tier 25.4cm / 17.8cm, lipped pudding basin 112cl and utensils jar 84cl.
  Biscuiteers Icing Kits
  Biscuiteers Icing Kit prize is a ‘Rainy Day Icing Kit’ that comprises 3 cutters (daisy, heart and butterfly), 3 clear bottles, wood mixing skewers, piping bags, 5 colouring pastes (pink, ivory, baby blue, lemon and green), 4 sanding sugars (white, pink, green and purple), 1 pot of gold and silver decoration balls, a Biscuiteers apron and Icing guide.
  Baking Hampers
  Baking Hamper Prize comprises a Squires Kitchen ‘The Art of Sugarcraft’ book, 2 packs of Tate & Lyle Sugars Golden and Brown sugars, 325g, Squires Kitchen Sugarpaste, Squires Kitchen Food Colours 5 gift pack, Lyle’s Golden Syrup® Baking Bottle 600g, a Melior Coffee Maker and a basket.
5. Additional rewards’ details:
  50p Off Tate & Lyle Sugars coupon rewards will be made available for download and will need to be printed. Coupons can be redeemed at participating stores only, subject to availability and where items are stocked. Not redeemable on-line. Coupons need to be redeemed within 30 days from the date of printing. Coupons are subject to coupons’ Terms & Conditions, which can be found on the printed coupon. Participants are directed to the coupon’s Terms & Conditions immediately after downloading.
  
  20% off T.G.Green Limited™ discount code will be shown on screen for the winner to redeem at the T.G.Green Limited™ online check-out, subject to availability. The code will also be sent to the winner by e-mail to the address indicated by the winner at the time of entry.
  
  15% of Biscuiteers Icing Equipment discount code will be shown on the screen for the winner to redeem at Biscuiteers online check-out, subject to availability. The code will also be sent to the winner by e-mail to the address indicated by the winner at the time of entry.
6. Notification of winners. Winners will be notified of their prize or reward on the Website immediately upon submitting their entry.
7. Prize and reward redemption. To redeem the prize or reward the winner must follow the instructions online.
8. Proof of purchase. When requested by the Promoter at the time of the notification of the prize you won, in order to claim the prize the winner must send proof of the Pack Code from their winning Promotional Pack (either a cut out or a bottle cap) to the address below:
  Tate & Lyle Sugars Promotion, Freepost RLUK-AHUU-KKEK, Hemel Hempstead, HP1 1GY
  
  The address above is a Freepost address, but the Promoter recommends that the winner sends such proof by recorded delivery and takes a copy of their winning Pack Code prior to posting.
9. Deadline. The proof of Pack Code has to be received by the Promoter no later than 31.01.15 for winner to redeem the prize.
10. Photocopies and photographs of the Pack Code will not be accepted.
11. Delivery of the prizes. Prizes (except for Baking Trips or Masterclasses) will be sent within 28 days from:
  1. the date of notification of the prize, or
  2. if the entrant was requested to send the proof of the Pack Code, the receipt of the Pack Code by the Promoter.
  The prize will be sent to the winner by either 2nd class post or courier and the Promoter will use reasonable endeavours to ensure that the prize is securely delivered to the winner.
  
  For Baking Trips and Squires Kitchen’s Masterclasses please see paragraph 31.

PART III. ‘BAKING DREAM’ COMPETITION

To enter, the entrant must choose the Baking Dreams option on the Website and answer all the following questions in accordance with these Terms:
1. "What is your baking dream?"
2. "How would you spend £5,000 to make your baking dream come true?"; and
3. "Why should we choose you to win?"
The entrant will be given an option to attach up to 3 electronic files that meet the following specifications:
1. JPEG, GIF, PNG, PDF or MSWORD;
2. no more than 20MB each.
The answers and the files will constitute one competition submission (the “Submission”).
Submission Requirements: Subject to paragraphs 9-11, the Submissions, whether text, image or otherwise, must adhere strictly to the following requirements:
1. must be entirely the entrant’s own original creation; in particular, the Submission must not display any images or videos or contain any background music, which are not the entrant’s own original creation;
2. must be in the English language;
3. must not have more than 350 words in total;
4. must be made by the entrant, and must not be made through agents or third parties;
5. must not infringe any third party intellectual property rights;
6. must not display the image or likeness of or personal data of any person or any information about any person unless the entrant has obtained that person’s express permission;
7. must be suitable for a person of any age to view and comply with all applicable laws and regulations;
8. must not contain or display any words, images or sounds which are considered, at the Promoter’s sole discretion, to be offensive, sexually explicit, rude, disparaging or otherwise inappropriate;
9. must be complete and not damaged in any way;
10. must comply with any further Submission guidelines provided by the Promoter at the Website.
Multiple Submissions, subject to the entry limits, will be considered, but one entrant can only win once.
Any Submission which, in the Promoter’s opinion, does not comply with the Submission Requirements will be invalid.
Use of the Submissions by the Promoter. If the Submission shows the entrant’s face and/or likeness, the entrant hereby consents to such face, likeness, together with the entrant’s full name and any other personal information to be made publicly available.
The Promoter reserves the right to publish on any of its websites and/or any social networking website or otherwise any Submission, in whole or in part, received by it in connection with the Baking Dreams Competition at any time and for any reason.
Licence. By accepting these Terms each entrant hereby grants to the Promoter a non-exclusive, royalty-free, irrevocable, perpetual, transferable licence to use the Submission in whole or in part, for any purpose, including without limitation for advertising the Promoter’s products. By accepting these Terms, each entrant hereby waives all moral rights they have in the Submission to the fullest extent permitted by law.
Warranty and indemnity. Each entrant warrants that they are the author of the Submission and that their Submission(s) adhere to the Submission Requirements. The entrant will indemnify the Promoter and hold it harmless from and against any losses, damages, liabilities, obligations, claims, actions and demands, including without limitation reasonable legal fees, arising directly or indirectly from any breach of the warranty set out in this paragraph.
Prizes: Five cash prizes of £5,000, each accompanied by a 3 hour bespoke one-to-one tuition at Squires Kitchen International School with Mark Tilling (the “Tuition”).
The cash prize must be used by the winner to fulfill their winning Baking Dream.
Additional cash prize details:
Cash prizes will be sent to the winners by the Promoter by cheque, which will be posted to the winner to the address provided to the Promoter by the winner, within 28 days from the date when the Promoter receives the complete details requested under paragraph 58.
Additional Tuition details
Travel expenses and accommodation are not included in the Tuition.

Squires Kitchen will contact the winner directly to arrange the Tuition, including the dates and time, the tutor and the topic.

The Tuition will take place at the Squires Kitchen International School at Squires House, 3 Waverley Lane, Farnham, Surrey, GU9 8BB England and will last 3 hours either between 09:30 and 12:30 hours or 13:00 and 16:00 hours. The tuition will be with Mark Tilling only. In the unlikely event that the advertised tutor is unable to teach the class, Squires Kitchen reserves the right to substitute the advertised tutor with another appropriate tutor.

The Tuition has no monetary value and cannot be exchanged for cash.

The Tuition excludes dates over Christmas, New Year, Easter and Bank Holidays.

The Tuition must be booked by 31.06.15 (inclusive) and must be attended by 31.12.15 (inclusive). Failure to book or to attend the Tuition by the above dates will result in the forfeiture of the Tuition.
Rewards. Upon submitting a valid Submission one of the 50p-off coupon rewards set out in paragraph 30 will be made available for the entrant to download. Additional reward details are set out in paragraph 32.
Winner selection. Five winners in total will be selected on or after the following five closing dates: 30.04.14, 30.05.14, 30.06.14, 31.07.14 and 19.12.14. Each Submission will be automatically considered during each judging round following the Submission’s date unless the Winner has won in one of the previous rounds.
All valid Submission(s) will be reviewed by an independent judge in five judging rounds to determine which Submission, if any, in the judge’s view, best meets all the following winning criteria:
1. relevance to baking;
2. use of sugar (e.g. as an ingredient or involving sugar in your Submission);
3. originality;
4. inspiration; and
5. overall appeal.
If none of the Submissions in a judging round meets the winning criteria, the Promoter reserves the right to withhold the prize and award such prize in the next judging round(s), provided there is a sufficient number of Submissions meeting the winning criteria. After the last judging round any unawarded prizes will forfeit.
The full name of the judge will be made available by the Promoter on request.
The decision of the judge is final and binding.
Notification of winners. The Promoter will notify winners via the e-mail address provided at entry.
Announcement of winners. In addition to announcement of winners set out in paragraph 20, the winners’ names and counties together with their winning Submissions will be announced under the ‘Winners’ tab at tasteandsmile.com/bakingdreams and on the Promoter’s Facebook page at facebook.com/welovebaking.
Timeline. Winner selection, notification and announcement will take place within 28 days from the closing dates set out in paragraph 51.
Claiming cash prize. In order to claim the cash prize, the winner must provide additional details requested by the Promoter within 14 days of the notification of winning. If the winner is unable to provide such details for whatever reason or cannot be contacted by the Promoter using reasonable endeavours, the Promoter reserves the right to reallocate the prize.

Promoter: T&L Sugars Limited (company number 07318607) t/a Tate & Lyle Sugars of Thames Refinery, Factory Road, Silvertown, London E16 2EW.

- See more at: https://www.tasteandsmile.com/terms-conditions#sthash.Wgs7fGOz.dpuf