TERMS OF TRADING

For Hotcakes Ltd., trading as Elite and Tin Treats
Company No. 1970768 Registered in England

Registered Office
Arena Buildings, Vulcan Road North, Norwich, NR6 6AQ

Director: - J. Brierley

These Terms of Trading govern all supply of goods by Hotcakes Ltd. ("the Company") to authorised trade account holders ("the Buyer"). They are B2B terms and do not apply to sales to consumers. By placing an order, the Buyer agrees to be bound by these terms in full. No terms appearing on a purchase order or other document issued by the Buyer shall vary or override these terms unless agreed in writing by a director of the Company.

1. APPLICATION OF TERMS

1.1 These terms apply to all goods supplied by the Company to the Buyer and supersede all previous terms of trading issued by the Company.

1.2 Acceptance of goods by the Buyer or their authorised agent confirms agreement that these terms apply in full. No agent, employee, or representative of the Company has authority to vary these terms in any way, nor to accept orders or supply goods on any other conditions.

1.3 The Company reserves the right to update these terms from time to time. The current version will be provided to the Buyer on request and is the version applicable to all orders placed after its issue date.

2. DESIGNS, COPYRIGHT & INTELLECTUAL PROPERTY

2.1 — Own Designs & Brands
Copyright exists in all original designs created by the Company. The Company's own trade marks and brand names (including Elitetins, Elite Gift Boxes, and Tin Treats) are the intellectual property of the Company and are protected under applicable UK law.

2.2 Licensed Designs (new clause — renumber 2.2 onwards)
Some goods supplied by the Company are manufactured under licence from third-party brand owners and designers, including but not limited to Emma Bridgewater and Sara Miller. The trade marks, designs, and associated intellectual property in those licensed ranges remain the property of the respective licensors. The Buyer acknowledges that their authorisation to sell such goods is derived solely through their status as an Authorised Stockist of the Company, and does not grant any rights in the underlying trade marks or designs. The Buyer must comply with any specific brand guidelines or presentation requirements notified by the Company in respect of licensed ranges.

2.3 The Company reserves the right to revise any product designs, materials, surface finishes, coatings, colours, or prices at any time without prior notice, and to invoice goods at the price current at the date of despatch.

2.4 The Buyer is granted a limited, non-exclusive, non-transferable licence to use the Company's product images and brand assets solely for the purpose of marketing and selling the Company's goods through their authorised sales channels as defined in Section 7. This licence does not extend to:

(a) modification or alteration of any product image or brand asset;

(b) use on any third-party marketplace platform except where expressly authorised in writing; or

2.5 The Buyer must notify the Company of any suspected infringement of the Company's intellectual property rights as soon as reasonably practicable on becoming aware of it.

3. AUTHORISED STOCKIST STATUS

3.1 All trade account holders are designated as Authorised Stockists. This status is granted at the Company's sole discretion and may be reviewed, suspended, or withdrawn in accordance with Section 11.

3.2 The Company will not recognise any Buyer's claim to be an exclusive stockist of the Company's goods unless this has been agreed in a separate written agreement signed by a director of the Company. Exclusivity of territory or product range, where granted, does not override any other provision of these terms.

3.3 Where the Company operates a stockist locator or online Stockist Map, inclusion is a benefit of Authorised Stockist status and does not confer exclusivity. Proximity considerations for new stockist applications in a given area are made entirely at the Company's discretion.

3.4 The Company applies its stockist criteria and these terms consistently and without discrimination across all Authorised Stockists.

4. ACCOUNT APPLICATIONS & CREDIT

4.1 The acceptance of any application for a trade account and the opening, continuation, or withdrawal of credit facilities is entirely at the discretion of the Company. The Company may request trade references, business registration details, or other information before opening an account.

4.2 Buyers without a current credit account will be invoiced on a pro-forma basis, with payment required before despatch. In opening a credit account, the Buyer undertakes to abide by these terms of trading in full.

4.3 The Company reserves the right to set and vary individual credit limits at any time without notice. If a credit account is suspended or closed, all outstanding balances become immediately due and payable.

4.4 The Buyer warrants that at the time of entering into any agreement to purchase goods from the Company, they are not insolvent and have not committed any act of bankruptcy, or, being a company, are not aware of any circumstances that would entitle any debenture holder or secured creditor to appoint a receiver, or to petition for winding up or any equivalent insolvency process under the Insolvency Act 1986.

5. ORDERS

5.1 The acceptance of any order is entirely at the Company's discretion. Orders are accepted subject to availability of goods. The Company reserves the right to:

(a) despatch orders in part or in instalments, which will be invoiced together unless otherwise agreed;

(b) reject any order, in whole or in part, without being required to give a reason; and

(c) deem cancelled any goods that cannot be made available within 90 days of the order date, without liability to either party.

5.2 A minimum order value may apply as notified by the Company from time to time. Orders below the minimum value may be accepted at the Company's discretion and may be subject to a small order surcharge.

5.3 Once an order has been picked and prepared for despatch, cancellation will only be accepted by prior written agreement with a director of the Company and may be subject to a restocking charge.

5.4 Export orders will only be accepted where the method of payment has been agreed in advance of the required despatch date. All additional import duties, customs charges, taxes, and documentation costs will be charged to the Buyer. Prompt payment discounts do not apply to export accounts. It is the Buyer's responsibility to ensure compliance with all import regulations applicable in the destination territory.

6. DELIVERY

6.1 Delivery will be made by the method most convenient to the Company. Unless an order qualifies as carriage paid, all packaging and carriage costs will be charged at the rates notified from time to time. The carriage-paid threshold is as stated on the current price list or order confirmation.

6.2 Risk in the goods passes to the Buyer on delivery to their premises, vehicle, or to a carrier acting on their behalf. The Buyer shall indemnify the Company in full against any loss, damage, or destruction of goods from that point.

6.3 All goods must be checked as soon as reasonably practicable after delivery. In the event of damaged, missing, or incorrect goods, the Buyer must notify the Company in writing — by email to the address stated on the invoice, or by first class post — within 5 working days of delivery. Claims notified outside this period will not be considered.

6.4 All damaged goods and their original packaging must be retained by the Buyer until the Company has had the opportunity to inspect them or arrange collection. The Company will not consider claims where damaged goods or their packaging have been disposed of.

6.5 Where goods are lost in transit, the Buyer must notify the Company within 7 working days of the expected delivery date. The Company will liaise with the carrier and, where a claim is upheld, will arrange replacement or credit at its option.

7. ONLINE SALES & AUTHORISED SALES CHANNELS

Permitted Channels

7.1 Goods may only be resold through the following authorised channels:

(a) physical ('bricks and mortar') retail premises operated by the Buyer under their registered trading name; and

(b) an eCommerce website directly associated with and operated by the same registered business, where goods are presented in a manner consistent with the Company's brand standards.

7.2 Applications from businesses that trade solely through online marketplaces, including Amazon and eBay, will not normally be considered for Authorised Stockist status. This policy exists to protect the reputation, presentation, and brand integrity of the Company's products. The Company reserves the right to decline any such application without giving a reason, in which case the applicant will be notified accordingly.

Amazon Marketplace Restriction

7.3 Authorised Stockists may not list, offer for sale, or sell goods through Amazon Marketplace (including Amazon.co.uk, Amazon.com, or any other Amazon regional platform), whether under the Buyer's own seller account or through any third-party seller account arrangement. This restriction applies regardless of fulfilment method, including Fulfilment by Amazon (FBA) and Merchant Fulfilled Network (MFN) arrangements.

7.4 This restriction is imposed for the following legitimate purposes, which are proportionate to the aim pursued:

(a) to preserve consistent brand presentation and product quality standards across all sales channels;

(b) to protect the customer experience associated with the Company's products, including accurate product descriptions, appropriate aftercare guidance, and safe packaging standards;

(c) to prevent the Company's goods being listed alongside unauthorised, counterfeit, or materially different products in a way that could damage brand reputation; and

(d) to maintain a controlled and coherent brand presence on Amazon Marketplace through a single authorised channel partner whose compliance with brand standards has been specifically assessed and agreed.

7.5 The Company has appointed one or more authorised channel partner(s) to sell goods through Amazon Marketplace. This arrangement exists solely to ensure goods are presented, described, and fulfilled on Amazon in a manner consistent with the Company's brand standards. This appointment confers no exclusive pricing rights and does not restrict the Buyer's ability to compete on price through their own permitted sales channels as described in clause 7.1.

Other Third-Party Marketplaces

7.6 The sale of goods through third-party online marketplaces other than Amazon (including but not limited to eBay, Etsy, and OnBuy) is permitted, provided the Buyer maintains a level of brand presentation consistent with the quality and positioning of the Company's products and brands. The Company reserves the right to cease supply to a Buyer where, in the Company's reasonable opinion, products are being listed or presented in a manner inconsistent with this standard, having given the Buyer no less than 14 days' written notice and a reasonable opportunity to remedy the issue, save where immediate cessation is reasonably necessary to prevent material harm to the Company's brand or reputation.

7.7 eCommerce-only retail operations (businesses without a physical retail premises) may be considered for Authorised Stockist status by prior written arrangement with a director of the Company. Any such arrangement will be conditional on the Buyer demonstrating that equivalent brand presentation and customer service standards can be maintained.

8. PAYMENT & SETTLEMENT

8.1 Payment Terms
Payment is due on invoice. The maximum credit term is strictly 30 days from the date of invoice. The Company will issue monthly statements as a courtesy; however, it remains the Buyer's responsibility to reconcile and pay invoices by their due dates, regardless of statement receipt.

8.2 Payment Method
Payment should be made by BACS bank transfer to the account details stated on the invoice. The Company does not accept payment by cheque.

8.3 Where a prompt payment discount is offered (see Section 9), cleared funds must be received in the Company's bank account within 14 days of the invoice date to qualify.

8.4 Interest will be charged on all accounts overdue by more than 30 days at the rate prescribed under the Late Payment of Commercial Debts (Interest) Act 1998, currently 8% above the Bank of England base rate. In addition, the Company reserves the right to charge a fixed debt recovery administration fee in accordance with that Act.

8.5 Accounts overdue by more than 60 days may, at the Company's discretion, be referred to a third party for collection. The Buyer shall bear all reasonable costs, fees, and expenses incurred by the Company or any solicitor or third-party collection agency in recovering any unpaid amounts, including interest accrued thereon.

8.6 The Company reserves the right to withhold despatch of any pending orders if the Buyer's account is overdue or if the Buyer's credit limit has been reached, without prejudice to any other rights the Company may have.

9. PROMPT PAYMENT DISCOUNT

9.1 Where a prompt payment discount is available, it will be stated on the invoice. To qualify, cleared funds must be received in the Company's bank account within 14 days of the invoice date.

9.2 The prompt payment discount does not apply to export accounts, pro-forma orders, or any account that has been overdue within the preceding 90 days, unless waived in writing by a director of the Company.

10. RETURNS & CANCELLATIONS

10.1 Goods that are faulty, not as described, or damaged in transit may be returned subject to clause 6.3 and 6.4. The Company will arrange collection of confirmed faulty goods and will, at its option, provide a replacement or raise a credit note.

10.2 Goods ordered in error by the Buyer are not returnable as of right. Returns of non-faulty goods will only be accepted by prior written agreement with a director of the Company, and may be subject to a restocking charge of up to 15% of the invoice value, plus carriage costs.

10.3 Seasonal, end-of-line, or discontinued goods are sold as final sale. No returns will be accepted for these lines unless the goods are faulty.

10.4 Goods must be returned in their original, undamaged packaging and in a resaleable condition. The Company reserves the right to refuse a return or reduce any credit where goods or packaging are not in the condition required.

11. BREACH & LOSS OF AUTHORISED STOCKIST STATUS

11.1 Any breach of these terms of trading may result in the suspension or permanent loss of Authorised Stockist status. The Company will ordinarily notify the Buyer of a concern and allow a reasonable opportunity to remedy the breach before taking action, save where the nature of the breach makes this inappropriate.

11.2 A breach of Section 7 (Online Sales & Authorised Channels) will be treated as a material breach. Upon becoming aware of such a breach, the Company reserves the right, without prejudice to any other remedy available to it, to:

(a) require the immediate removal of all goods listed or offered for sale through any prohibited channel;

(b) suspend the Buyer's account and withhold fulfilment of any pending or future orders, without prejudice to payment obligations already incurred;

(c) remove the Buyer from the Company's Stockist Map and cease proximity protections applied to new stockist applications; and

(d) permanently withdraw Authorised Stockist status, following which no further orders will be accepted until further notice.

11.3 The Company will apply the provisions of this section consistently and without discrimination across all Authorised Stockists.

11.4 Loss of Authorised Stockist status does not release the Buyer from any outstanding payment obligations or any other liability that has accrued prior to termination.

12. RETENTION OF TITLE & SUPPLY OF GOODS

12.1 The Company shall remain the sole legal and equitable owner of all goods supplied to the Buyer until such time as the Buyer has paid the Company in full: the agreed price for those goods; the full price of any other goods supplied under this or any other agreement between the parties; and any accrued interest or charges on any overdue account.

12.2 The Buyer acknowledges that until full payment has been made, they are in possession of the goods solely as bailee for the Company. The goods shall be stored or displayed in a manner that makes them readily identifiable as the Company's property, and any identifying labels or marks shall not be removed until title passes.

12.3 In the event that the Buyer sells the goods prior to acquiring title, they do so as agent of the Company. The proceeds of any such onward sale shall be kept identifiable and separate. If the Buyer has not received payment from their customer by the date payment to the Company falls due, the Company may require the Buyer to assign to the Company all rights against that customer in respect of those goods.

12.4 The Buyer's right to possession of the goods shall cease if:

(a) the Buyer, being an individual, becomes unable to pay their debts as they fall due or commits any act of insolvency within the meaning of the Insolvency Act 1986; or

(b) the Buyer, being a company, does or fails to do anything which would entitle any person to present a petition for its administration, winding up, or any analogous insolvency process.

12.5 Upon termination of the Buyer's right to possession, the Company or its authorised representative shall have the right to enter any premises where the goods are or may reasonably be expected to be found, for the purpose of inspecting or repossessing them.

13. PRODUCT SAFETY & COMPLIANCE

13.1 All goods supplied by the Company comply with applicable UK product safety legislation as at the date of manufacture. The Company will provide relevant safety documentation on request.

13.2 The Buyer is responsible for ensuring that goods are stored, displayed, and sold in compliance with all laws and regulations applicable in the territory of sale, including any product safety, labelling, or consumer protection requirements.

13.3 The Company makes no representation as to the suitability of any goods for a particular purpose unless expressly confirmed in writing.

14. FORCE MAJEURE

14.1 The Company shall not be liable for any delay or failure to fulfil its obligations where such delay or failure arises from circumstances beyond its reasonable control, including but not limited to acts of God, war, civil unrest, pandemic, fire, flood, extreme weather, supply chain disruption, manufacturing delays, transportation failure, or action by any government or regulatory authority.

14.2 The Company will notify the Buyer as soon as reasonably practicable of any such event and its likely duration, and will use reasonable endeavours to resume normal supply.

14.3 If the delay continues for more than 90 days, either party may cancel any affected order without liability to the other, save that the Buyer shall pay for any goods already despatched prior to the cancellation.

15. DATA PROTECTION

15.1 The Company processes personal data in accordance with the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018. The Company's Privacy Notice is available on request and sets out how personal data of the Buyer's nominated contacts is collected, used, and retained.

15.2 By entering into a trading relationship with the Company, the Buyer acknowledges that personal data of its nominated contacts may be processed for the purposes of administering the account, processing and fulfilling orders, managing credit, and communicating about products and services.

15.3 The Buyer is responsible for ensuring that any personal data it shares with the Company in the course of the trading relationship is shared with appropriate authority and in compliance with applicable data protection law.

16. GENERAL

16.1 Price discounting: The Company will contact the Buyer with any concerns about excessive price discounting of its goods, which may reflect adversely on brand perception. Persistent excessive discounting may be taken into account in the review of Authorised Stockist status.

16.2 Entire agreement: These terms, together with any written agreement signed by a director of the Company, constitute the entire agreement between the parties in relation to the supply of goods and supersede all prior representations, discussions, or arrangements.

16.3 Severance: If any provision of these terms is found to be invalid, unlawful, or unenforceable by any court of competent jurisdiction, that provision shall be severed and the remaining provisions shall continue in full force and effect.

16.4 Waiver: Failure by the Company to enforce any provision of these terms on any occasion shall not constitute a waiver of its right to enforce that provision or any other provision on any subsequent occasion.

16.5 Governing law: These terms of trading are governed by and construed in accordance with the laws of England and Wales. The parties submit to the exclusive jurisdiction of the courts of England and Wales.

Valid from: June 2026, until further notice. This version supersedes the Terms of Trading dated 1 May 2022.

Hotcakes Ltd. | Company No. 1970768 | VAT No. 426 3220 83