1. Seller

LINKIES & CO LTD, a private limited company registered in England and Wales under
company number 11451753, registered office 85 Great Portland Street, First Floor,
London, W1W 7LT, United Kingdom. UK VAT registration number GB313268718.
EORI GB313268718000.

2. Application of these terms

These terms govern every corporate order. They prevail over any purchase order
conditions issued by the buyer unless we have agreed otherwise in writing and
signed by us. Placing an order constitutes acceptance of these terms.

3. Corporate accounts

Corporate pricing is available only to approved business accounts. We may decline
an application without giving reasons, and we may suspend or close an account
where the buyer misrepresents the brand, resells outside the conditions in clause
12, or fails to pay. Account credentials are personal to the buyer and must not
be shared.

4. Prices, minimum order and packaging

Corporate prices are expressed as a discount from the current recommended retail
price and are shown net in the buyer's account after login. Prices exclude
carriage outside mainland China, insurance, duties and any taxes payable in the
country of destination.

The minimum opening order is USD 2,000 calculated at RRP. Repeat orders carry no
minimum value and are subject only to the packaging quantities below.

Core products are supplied in master boxes only: Linkies 108 units per box,
IMStick 72 units per box. We do not supply broken boxes or part packs of these
products. Accessories and small parts are supplied by the piece, in any quantity.

5. Orders

An order is an offer to purchase. A contract is formed when we confirm the order
in writing or hand the goods over for delivery, whichever is earlier. We may
decline any order, including where stock is unavailable or where the order does
not meet the requirements in clause 4.

6. Personalisation and custom branding

Engraving, logo printing, custom print designs and custom packaging are available
by separate agreement. Personalised orders are quoted individually and are
subject to their own minimum quantities, lead times and artwork approval. The
prices, packaging quantities and delivery times in these terms do not apply to
them.

The buyer warrants that it owns or is licensed to use any logo, artwork or text
supplied to us, and indemnifies us against any third-party claim arising from its
use. Personalised goods are made to order and cannot be returned or exchanged
except for manufacturing defects.

7. Payment

Corporate accounts pay in full at the point of order by card. Distributor and
partner accounts pay against an invoice issued by us, in full and in cleared
funds, before dispatch, unless separate payment terms have been agreed in
writing. Payment is made either by card, using the link on the invoice, or by
bank transfer to the account shown on the invoice. Bank charges are for the
buyer's account. We reserve the right to withhold dispatch until payment has
cleared.

Our bank details are issued with the invoice. We do not send them separately
and we never change them by email. If you receive any message asking you to pay
a Linkies & Co invoice to different details, treat it as fraudulent and contact
us before sending anything.

8. Delivery, title and risk

Goods are supplied DAP (Incoterms® 2020) to a delivery address nominated by the
buyer within mainland China. Carriage within mainland China is arranged and paid
for by us and is included in the price.

The buyer nominates the delivery address at checkout and must nominate an address
in mainland China. We do not deliver outside mainland China, and we do not
deliver to Hong Kong, Macao or Taiwan.

Delivery is complete, and risk passes to the buyer, when the goods are placed at
the buyer's disposal at that address, ready for unloading. Title passes on
receipt by us of payment in full.

Everything after delivery is the buyer's responsibility: export of the goods from
China, including any declaration, licence or documentation required, all onward
carriage and insurance, import clearance, duties and taxes in the country of
destination. The buyer acts as exporter of record.

Delivery dates are estimates and are not of the essence.

9. Taxes

The goods are supplied outside the territory of the United Kingdom and do not
enter it. No UK VAT is charged.

Prices are exclusive of all taxes and duties. The buyer is solely responsible for
determining and discharging any levy arising on export from China or on import
into the country of destination, and for any registration or reporting obligation
this creates.

10. Inspection and shortages

The buyer, or a party acting on the buyer's behalf, must inspect the goods on
delivery. Claims for shortage, incorrect items or visible damage must be notified
to us in writing within 7 days of delivery, with photographs and the invoice
number. Claims outside that period are not accepted.

11. Warranty

We warrant that the goods will be free from defects in materials and workmanship
for 12 months from the date of invoice. Our sole obligation under this warranty,
at our option, is to replace the defective goods or to credit their invoice
value.

The warranty does not cover fair wear and tear, wilful damage, misuse, storage in
unsuitable conditions, use with equipment the products are not designed for, or
any modification made without our written consent.

12. Resale and end use

Goods purchased for the buyer's own use, for gifting or for promotional
distribution may be used freely by the buyer, subject to clause 13.

Where the goods are resold, they must be resold in their original packaging and
unmodified. Repackaging, rebranding, debranding, bundling that obscures the
origin of the goods, and resale of individual units removed from sealed retail
packaging are not permitted.

Marketplace listings must identify the buyer as the seller and must not present
the buyer as the brand owner, manufacturer or an official brand store.

13. Intellectual property

All trade marks, product names, designs, images and copy remain our property. The
buyer is granted a non-exclusive, non-transferable, revocable licence to use our
product images and descriptions solely to market the goods purchased from us. The
licence ends when the account ends.

14. Liability

Nothing in these terms limits liability for death or personal injury caused by
negligence, for fraud, or for anything else that cannot lawfully be limited.
Subject to that, our total liability arising out of or in connection with any
order is limited to the invoiced value of that order, and we are not liable for
loss of profit, loss of business, loss of contracts, loss of goodwill or any
indirect or consequential loss.

15. Force majeure

We are not liable for any failure or delay caused by events beyond our reasonable
control, including production shutdowns, port congestion, carrier failure, export
or import restrictions, and acts of government.

16. Confidentiality

Corporate prices, discount tiers, freight arrangements and any commercial terms
disclosed to the buyer are confidential and must not be published or disclosed to
third parties.

17. Governing law

These terms and any dispute arising out of them are governed by the law of
England and Wales, and the courts of England and Wales have exclusive
jurisdiction.

18. Contact

Corporate enquiries: hello@linkyandlocky.com