1. Definitions
   1.1 “Company” means Sunrise Products Ltd, registered in England and Wales with company
   number 15965823 and registered office at 25 Edison Grove, London, SE18 2DW.
   1.2 “Buyer” means the customer purchasing goods from the Company.
   1.3 “Goods” means the products supplied by the Company.
   1.4 “Contract” means the agreement for the sale of Goods between the Company and the
   Buyer, incorporating these Terms and Conditions.

2. Basis of Sale
   2.1 All orders are accepted subject to these Terms and Conditions, which shall prevail over
   any terms or conditions of the Buyer.
   2.2 No variation of these Terms shall be binding unless agreed in writing by an authorised
   officer of the Company.

3. Orders & Acceptance
   3.1 Orders placed by the Buyer shall constitute an offer to purchase Goods.
   3.2 The Company reserves the right to refuse any order.
   3.3 A Contract is formed only when the Company issues written confirmation or delivers the
   Goods.

4. Prices
   4.1 Prices are quoted exclusive of VAT unless otherwise stated.
   4.2 The Company reserves the right to alter prices without prior notice where market
   conditions, exchange rates, or supplier costs change.

5. Payment Terms
   5.1 Cash Sales: Payment is due in full at the time of order or prior to delivery, unless
   otherwise agreed.
   5.2 Credit Sales: Where credit terms are agreed in writing, payment is due strictly within
   [30-45] days from the date of invoice.
   5.3 The Company reserves the right to withdraw or amend credit facilities at its discretion.
   5.4 Interest shall accrue on overdue accounts at a rate of 8% per annum above the Bank of
   England base rate, pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.
   5.5 The Buyer shall be liable for all costs incurred by the Company in recovering overdue
   amounts, including legal fees and debt recovery charges.

6. Delivery & Risk
   6.1 Delivery dates are estimates only and time shall not be of the essence.
   6.2 Risk in the Goods shall pass to the Buyer upon delivery.
   6.3 The Buyer shall provide appropriate facilities and labour for unloading at the delivery
   point.

7. Retention of Title
   7.1 Title to the Goods shall not pass to the Buyer until the Company has received payment in
   full for the Goods and any other sums due.
   7.2 Until title passes, the Buyer shall:

• Store the Goods separately and clearly identifiable as the Company’s property.
• Not pledge or charge the Goods.
  7.3 The Company may, at any time prior to title passing, enter the Buyer’s premises to
  recover Goods.

8. Inspection & Claims
   8.1 The Buyer shall inspect the Goods immediately upon delivery.
   8.2 Any shortages, damages, or defects must be notified in writing within 3 working days of
   delivery.
   8.3 No returns will be accepted without prior written consent of the Company.

9. Warranties & Liability
   9.1 The Company warrants that the Goods will conform in all material respects with the
   specification supplied.
   9.2 Except as expressly provided, all warranties, conditions, and terms implied by statute or
   common law are excluded to the fullest extent permitted by law.
   9.3 The Company’s liability shall not exceed the price of the Goods supplied, and it shall not
   be liable for indirect or consequential losses.

10. Force Majeure
    The Company shall not be liable for any delay or failure to perform its obligations where
    such delay or failure is due to circumstances beyond its reasonable control, including but not
    limited to strikes, transport delays, natural disasters, or government restrictions.

11. Termination
    11.1 The Company may terminate the Contract immediately if the Buyer:

• Fails to pay any amount due on time.
• Becomes insolvent, enters administration, or ceases to trade.
  11.2 Termination shall not affect the Company’s rights accrued up to the date of
  termination.

12. Governing Law & Jurisdiction
    12.1 These Terms and the Contract shall be governed by and construed in accordance with
    the laws of England and Wales.
    12.2 The parties agree to submit to the exclusive jurisdiction of the English courts.

13. General
    13.1 If any provision of these Terms is held to be invalid or unenforceable, the remaining
    provisions shall remain in full force and effect.
    13.2 The failure of the Company to enforce any right shall not constitute a waiver of that
    right.
    13.3 The Buyer may not assign or transfer its rights without the prior written consent of the
    Company.