Platform Buyer Terms

Parties. These Terms are between Alethium Ltd (registered in England and Wales, company number 14540941) and the Buyer identified in the order.

Scope. These Terms govern all platform orders placed by Buyer for Goods. Any Buyer terms on purchase orders or acknowledgments are excluded unless expressly agreed in writing by Alethium.

Business use only. The platform is for B2B transactions. Buyer warrants it purchases for business purposes only.

Principal sale. Alethium sells Goods to Buyer as principal and Merchant of Record under these Terms. Alethium issues tax invoices and collects payment from Buyer.

Direct shipment. Goods may be shipped directly from our supply partners to Buyer. The sale remains between Alethium and Buyer.

Order process. Orders are placed via the platform (or API) and are subject to acceptance by Alethium. We may reject or cancel an order where compliance, credit or availability concerns arise.

Specification. Product specifications, pack sizes, shelf life, regulatory status, allergens and handling requirements are as set out on the listing or order confirmation.

Changes. Order changes require Alethium's written consent.

Prices. Prices are those shown at checkout or otherwise confirmed by Alethium. Unless stated, prices are exclusive of VAT.

Taxes and duties. Under the default delivery term (DAP, Incoterms® 2020), Buyer is responsible for import clearance, duties and taxes in the destination country. Domestic VAT is charged where applicable.

Default Incoterm – DAP Buyer site. Unless otherwise stated in the order, delivery is DAP (Delivered At Place) Buyer site, Incoterms® 2020. Alethium arranges carriage to the named place. Delivery occurs when the Goods are placed at Buyer's disposal on the arriving vehicle ready for unloading.

Risk. Risk in the Goods passes to Buyer at the point of delivery defined by the applicable Incoterm (DAP by default).

Time. Delivery dates are estimates. We will use reasonable endeavors to meet them.

Partial shipments. We may make partial deliveries and invoice each as delivered.

Retention of title. Title to the Goods remains with Alethium until full, cleared payment of all sums due in respect of the Goods (and any associated charges and interest).

Buyer's obligations before title passes. Until title passes, Buyer shall

• a)hold the Goods as bailee;
• b)store them separately, clearly identified as Alethium's;
• c)keep them insured for their full price against all risks with Alethium noted as loss payee; and
• d)not pledge or create any security over them.

Proceeds. If Buyer resells or uses the Goods before title passes, Buyer shall hold the proceeds (and/or receivables) on trust for Alethium to the extent of sums due.

Inspection window. Buyer must inspect the Goods upon delivery and notify Alethium in writing of any visible damage, shortage or non‑conformity within five (5) Business Days of delivery.

Latent defects. For latent defects not reasonably discoverable on delivery, Buyer must notify Alethium promptly upon discovery and in any event before the earlier of (i) expiry of shelf life and (ii) ninety (90) days after delivery.

Deemed acceptance. If Buyer fails to notify within the relevant period, the Goods are deemed accepted and conforming for all purposes.

Evidence. Notifications must include reasonable evidence (photos, batch numbers, delivery notes, test results). We may require samples for investigation.

Currency and methods. Invoices are in the currency specified (GBP/EUR/USD). Payment must be made by bank transfer or other method stated on the invoice.

Due date. As stated on the invoice.

Independent payment; no set‑off. Buyer's obligation to pay any invoice when due is independent and unconditional. Buyer shall not withhold, set off, counterclaim, or make any deduction from amounts due to Alethium, including for disputes relating to the Goods. Disputes are handled under Clause 10 and do not affect the due date for payment.

Late payment. We may charge interest on overdue amounts under the Late Payment of Commercial Debts (Interest) Act 1998 (where applicable) or, if inapplicable, at 8% per annum above the Bank of England base rate, plus reasonable recovery costs. We may suspend deliveries and withdraw credit terms for late payment.

Payment instructions. Payment must be made to the bank account specified on the invoice or any substitute account notified by Alethium or a Finance Party under Clause 11. Payment made in accordance with such instructions constitutes a full discharge of Buyer's obligation for the amount paid.

Returns authorization. Returns require prior written authorization (RMA). Unauthorized returns may be refused.

Remedies for non‑conformity. If notified within the periods in Clause 8 and verified by us, we will, at our option, repair, replace or credit the affected Goods.

Limitations. We are not responsible for defects arising from Buyer's mishandling, storage outside specified conditions, processing, or use contrary to applicable law or the listing.

No right to reject for minor issues. Minor deviations that do not materially affect use for the intended purpose do not give a right to reject.

Credits. Any credit notes are issued by Alethium only and may be applied by Buyer only after issuance against future invoices per our instructions.

Assignment and security. Alethium may at any time assign, novate, declare a trust over, sell or create security over any Receivable and any rights under these Terms in favor of a Finance Party. No Buyer consent is required.

Debtor notices and redirection. Alethium or any Finance Party may notify Buyer of any assignment and instruct Buyer to pay the Finance Party or into a designated account.

Effect of payment. Payment made to the instructed account discharges Buyer's obligation for the amount paid.

Third‑party enforcement. Each Finance Party may directly enforce Clauses 9.3–9.5 and 11 under Clause 18 (Third‑Party Rights).

Regulatory use. Buyer is responsible for ensuring Goods are suitable and compliant for Buyer's intended use, manufacturing processes, product formulations and marketing claims in the destination market.

Trade controls. Buyer shall comply with all applicable laws, including sanctions, export controls, anti‑bribery/anti‑corruption, modern slavery and competition laws.

Traceability and storage. Buyer must maintain batch traceability and store Goods per specifications. On request, Buyer will provide traceability information to support safety investigations, withdrawals or recalls.

Conformity. Alethium warrants that, on delivery, the Goods will conform in all material respects to the listing specifications and be free from material defects in materials and workmanship.

No other warranties. To the fullest extent permitted by law, all other warranties, conditions and terms (whether express or implied) are excluded, including any implied terms of satisfactory quality or fitness for a particular purpose.

Cap. Except for (i) death or personal injury caused by negligence, (ii) fraud, or (iii) liabilities that cannot legally be limited, Alethium's aggregate liability in any 12‑month period shall not exceed the price paid or payable for the Goods giving rise to the claim.

Exclusions. Alethium shall not be liable for loss of profit, revenue, goodwill, or any indirect or consequential loss.

Suspension/cancellation. We may suspend or cancel orders if Buyer breaches these Terms, if there are product safety or regulatory concerns, or at a Finance Party's requirement.

Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control (including epidemics, transport disruption, acts of government). The affected party shall notify the other and use reasonable endeavors to mitigate.

Each party will comply with applicable data protection laws. Buyer will process any personal data obtained from us only as necessary to receive the Goods and in accordance with Alethium's instructions.

Updates. Alethium may update non‑core operational aspects of these Terms by notice (email or platform) with at least 30 days' lead time where practicable.

Finance carve‑out. No update shall alter or impair the rights of any Finance Party or the provisions of Clauses 7, 9, 10, 11, 17.2 and 18 in a manner that adversely affects existing or financed Receivables without the written consent of the relevant Finance Party.

Governing law. These Terms and any non‑contractual obligations are governed by the laws of England and Wales.

Jurisdiction. The courts of England and Wales shall have exclusive jurisdiction to settle any dispute arising out of or in connection with these Terms, save that Alethium or any Finance Party may seek interim relief or enforce judgments in any court of competent jurisdiction.

Third‑Party Rights. The parties agree that each Finance Party is an express third‑party beneficiary entitled to enforce Clauses 9.3–9.5 and 11 of these Terms under the Contracts (Rights of Third Parties) Act 1999. No other third party has rights under these Terms.

Entire agreement. These Terms and the order constitute the entire agreement for the sale of the Goods.

Order of precedence. In case of conflict: (1) the order confirmation; then (2) these Terms; then (3) platform policies referenced herein.

No assignment by Buyer. Buyer may not assign or transfer any rights or obligations without our prior written consent.

Notices. Notices shall be in writing and sent by email to the addresses notified by the parties or via the platform messaging system.

Severability. If any provision is invalid, it shall be modified to the minimum extent necessary to be valid; the remainder continues in force.

No waiver. A failure to exercise, or delay in exercising, any right or remedy does not constitute a waiver.