Terms and Conditions

LEVITY CROPSCIENCE LIMITED

TERMS AND CONDITIONS FOR THE SUPPLY OF PRODUCTS

2026

1.INTERPRETATION

1.1Definitions:

Business Day:

a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Business Hours:

the period from 9.00 am to 5.00 pm UK time on any Business Day.

Conditions:

the terms and conditions set out in this document as amended from time to time in accordance with clause 11.5.

Contract:

the contract between the Levity and the Customer for the sale and purchase of the Products in accordance with these Conditions.

Customer:

the person or firm who purchases the Products from Levity.

Delivery Location:

has the meaning(s) given in clause 4.

Force Majeure Event:

an event, circumstance or cause beyond a party's reasonable control and includes, without limitation:-

(a) acts of God, flood, drought, earthquake or other natural disaster or extreme weather;

(b) epidemic or pandemic;

(c) terrorist attack, riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;

(d) nuclear, chemical or biological contamination;

(e) any law or action taken by a government or public authority after the acceptance of the Order including imposing an export or import restriction, quota or prohibition; or

(f) collapse of buildings, fire, explosion or accident.

Levity’s Premises:

Levity’s premises at Crowhall Farm Newsham Hall Lane, Woodplumpton, Preston, England, PR4 0AS.

Products:

the products (or any part of them) set out in the Order.

Order:

the Customer's order for the Products, in such written form as is accepted and referenced by Levity (which may include without limitation the Customer's purchase order form, the Customer's written agreement to a quotation by Levity or Levity’s written summary of a verbal order submitted by the Customer).

Specification:

any specification for the Products (including any name and content details), including any agreed in writing by the Customer and Levity and any specification provided by Levity.

Levity:

LEVITY CROPSCIENCE LIMITED (registered in England and Wales with company number 07125879) whose registered address is Crowhall Farm Newsham Hall Lane, Woodplumpton, Preston, England, PR4 0AS.

Warranty Period:

has the meaning given in clause 5.1.

1.2Interpretation:

(a)A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

(b)A reference to a party includes its successors and permitted assigns.

(c)A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.

(d)Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.

(e)A reference to writing or written includes email but does not include fax.

2.BASIS OF CONTRACT

2.1These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

2.2The Order constitutes an offer by the Customer to purchase the Products in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order are complete and accurate.

2.3The Order shall only be deemed to be accepted when Levity issues a written acceptance of the Order, at which point and on which date the Contract shall come into existence.

2.4The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.

2.5Any samples, descriptive matter or advertising produced by Levity and any descriptions, images or illustrations contained in the Levity’s catalogues, brochures or website are produced for the sole purpose of giving an approximate idea of the Products referred to in them. They shall not form part of the Contract nor have any contractual force.

2.6A quotation for the Products given by Levity does not constitute an offer. A quotation shall only be valid for a period of one calendar month from its date of issue by Levity.

3.PRODUCTS

3.1The Products are described in Levity’s catalogue and are subject to any applicable Specification produced by Levity.

3.2To the extent that the Products are to be manufactured in accordance with a Specification supplied by the Customer, the Customer shall indemnify Levity against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by Levity in connection with any claim made against the Levity for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with the Levity’s use of the Specification. This clause 3.2 shall survive termination of the Contract.

3.3Levity reserves the right to amend the Specification including when required to do so to comply with any applicable statutory or regulatory requirement, and Levity shall notify the Customer in any such event, which it may do by posting a notice on its website or by notifying the Customer.

4.DELIVERY

4.1Levity shall endeavour to ensure that:

(a)each delivery of the Products is accompanied by a delivery note that may show (inter alia) the date of the Order, relevant reference numbers, the type and quantity of the Products (including the code number of the Products, where applicable), special storage instructions (if any) and, if the Products are being delivered by instalments, the outstanding balance of Products remaining to be delivered; and

(b)if Levity requires the Customer to return any packaging materials to Levity, that fact is stated on the delivery note (or otherwise notified by Levity). The Customer shall make any such packaging materials available for collection at such times as Levity shall reasonably request.

4.2Save where otherwise expressly agreed in writing by Levity, Levity shall deliver the Products to the location agreed by Levity in the Order or to such other location as the parties may agree in writing (Delivery Location) at any time after the Levity notifies the Customer that the Products are ready.

4.3When Levity has specifically agreed in writing that it may do so, the Customer may collect the Products from Levity’s Premises within three Business Days of Levity notifying the Customer that the Products are ready. In this case Levity’s Premises will be the Delivery Location.

4.4Where Levity has specifically agreed in writing that the Incoterm Free on Board will apply then Levity will deliver the Products to the vessel agreed by Levity and in this case such vessel will be the Delivery Location. In the event of any conflict between these Conditions and the Incoterm Free on Board then these Conditions will prevail. Without limitation the Customer will be responsible for all costs arising as a result of the delivery to a vessel including without limitation all costs of storage or which otherwise arise from a delay or issue at port and all customs costs and expenses.

4.5In the case of clauses 4.2 and 4.4 delivery is completed on the completion of the unloading of the Products at the Delivery Location.

4.6In the case of clause 4.3 delivery is completed on the completion of the loading of the Products at the Delivery Location.

4.7Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. Without limitation, Levity shall not be liable for any delay in delivery of the Products that is caused by a Force Majeure Event or by the Customer's failure to provide Levity with adequate delivery instructions or any other instructions that are relevant to the supply of the Products.

4.8If Levity fails to deliver the Products, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement products of similar description and quality in the cheapest market available, less the price of the Products. Levity shall have no liability for any failure to deliver the Products to the extent that such failure is caused by a Force Majeure Event or by the Customer's failure to provide Levity with adequate delivery instructions or any other instructions that are relevant to the supply of the Products,

4.9If the Customer fails to take or accept delivery of the Products within three Business Days of Levity notifying the Customer that the Products are ready, then, except where Levity has agreed otherwise in writing, or where such failure or delay is caused by a Force Majeure Event or by Levity’s failure to comply with its obligations under the Contract in respect of the Products :

(a)delivery of the Products shall be deemed to have been completed at 9.00 am on the third Business Day after the day on which Levity notified the Customer that the Products were ready; and

(b)Levity shall store the Products until actual delivery takes place, and may charge the Customer for all related costs and expenses (including insurance).

4.10If ten Business Days after the day on which the Levity notified the Customer that the Products were ready for delivery the Customer has not taken or accepted actual delivery of them, Levity may resell or otherwise dispose of part or all of the Products and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Products or charge the Customer for any shortfall below the price of the Products.

4.11Levity may deliver the Products by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.

5.QUALITY

5.1Levity warrants that on delivery and for a period of 24 months from the date of delivery (Warranty Period), the Products shall:

(a)conform in all material respects with the Specification;

(b)be free from material defects in contents and workmanship;

(c)be free from adulterants; and

(d)be packaged in a satisfactory manner reasonably appropriate to protect the Products during normal handling, storage and transit.

5.2Subject to clause 5.3, if:

(a)the Customer gives notice in writing to Levity during the Warranty Period within a reasonable time of discovery that some or all of the Products do not comply with the warranty set out in clause 5.1;

(b)Levity is given a reasonable opportunity of examining and testing such Products; and

(c)the Customer (if asked to do so by Levity) returns such Products to Levity’s place of business at the Customer's cost,

then Levity shall, at its option, repair or replace the defective Products, or refund the price of the defective Products,

5.3Levity shall not be liable for the Products ' failure to comply with the warranty set out in clause 5.1 if:

(a)the Customer makes any further use of such Products after giving notice in accordance with clause 5.2;

(b)the defect arises because the Customer failed to follow Levity’s oral or written instructions as to the storage, transport, use or maintenance of the Products or (if there are none) good trade practice regarding the same;

(c)the defect arises as a result of Levity following any instructions or specification supplied by the Customer;

(d)without prejudice to 5.3 (b) and 5.3 (c) the Customer has failed to store the Products at ambient temperature;

(e)the Customer alters such Products without the written consent of the Supplier;

(f)the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or

(g)the Products differ from the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

and the Customer will on request provide reasonable evidence to Levity of its compliance with clause 5.3.

5.4Except as provided in this clause 5, Levity shall have no liability to the Customer in respect of the Products' failure to comply with the warranty set out in clause 5.1.

5.5The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.

5.6The warranty set out in clause 5.1 does not extend to, and Levity gives no representation, warranty or guarantee in respect of, any actual or anticipated crop yield, performance or other result achieved from the use of the Products. Any advice given by or on behalf of Levity concerning the use or application of the Products is provided for general guidance only and does not constitute a representation, warranty or guarantee that any particular crop yield, performance or other result will be achieved. The Customer acknowledges that such outcomes are affected by multiple variables that cannot be predicted or controlled by Levity, including the season, weather and environmental conditions, farming practices, application methods, crop varieties selected and decisions made by the grower.

5.7These Conditions shall apply to any replacement Products supplied by the Supplier.

6.TITLE AND RISK

6.1The risk in the Products shall pass to the Customer on completion of delivery.

6.2Title to the Products shall not pass to the Customer until the earlier of:

(a)Levity receiving payment in full (in cash or cleared funds) for the Products in which case title to the Products shall pass at the time of payment of all such sums; and

(b)the Customer using the Products for their intended purpose or reselling the Products, in which case title to the Products shall pass to the Customer at the time specified in clause 6.4.

6.3Until title to the Products has passed to the Customer, the Customer shall:

(a)store the Products separately from all other products held by the Customer so that they remain readily identifiable as Levity’s property;

(b)not remove, deface or obscure any identifying mark or packaging on or relating to the Products;

(c)maintain the Products in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;

(d)notify Levity immediately if it becomes subject to any of the events listed in clause 9.1(c) to clause 9.1(e); and

(e)give Levity such information as Levity may reasonably require from time to time relating to:

(i)the Products; and

(ii)the ongoing financial position of the Customer.

6.4Subject to clause 6.5, the Customer may resell or use the Products in the ordinary course of its business (but not otherwise) before Levity receives payment for the Products. However, if the Customer resells the Products before that time:

(a)it does so as principal and not as Levity’s agent; and

(b)title to the Products shall pass from Levity to the Customer immediately before the time at which resale by the Customer occurs.

6.5At any time before title to the Products passes to the Customer, Levity may:

(a)by notice in writing, terminate the Customer's right under clause 6.4 to resell the Products or use them in the ordinary course of its business; and

(b)require the Customer to deliver up all Products in its possession that have not been resold and if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Products are stored in order to recover them.

7.PRICE AND PAYMENT

7.1The price of the Products shall be the price set out in the Order, or, if no price is quoted, the price set out in Levity’s published price list in force as at the date of delivery.

7.2Levity may, by giving notice to the Customer at any time up to one calendar month before delivery, increase the price of the Products to reflect any increase in the cost of the Products that is due to:

(a)any factor beyond Levity’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);

(b)any request by the Customer to change the delivery date(s), quantities or types of Products ordered, or the Specification; or

(c)any delay caused by any instructions of the Customer or failure of the Customer to give Levity adequate or accurate information or instructions.

7.3The price of the Products:

(a)excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to Levity at the prevailing rate, subject to the receipt of a valid VAT invoice; and

(b)excludes the costs and charges of packaging, insurance, storage, delivery and transport of the Products which shall be invoiced to and paid by the Customer.

7.4Levity may invoice the Customer for the Products on or at any time after the completion of delivery.

7.5The Customer shall pay each invoice submitted by the Supplier:

(a)within 30 days of the date of the invoice or in accordance with any credit terms agreed in writing by Levity; and

(b)in full and in cleared funds to a bank account nominated in writing by Levity, and

time for payment shall be of the essence of the Contract.

7.6If the Customer fails to make a payment due to Levity under the Contract by the due date, then, without limiting Levity’s remedies under clause 9, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 7.6 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

7.7All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

8.LIMITATION OF LIABILITY

8.1The limits and exclusions in this clause reflect the insurance cover Levity has been able to arrange and the Customer is responsible for making its own arrangements for the insurance of any excess liability.

8.2References to liability in this clause 8 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

8.3Nothing in the Contract limits any liability for:

(a)death or personal injury caused by negligence;

(b)fraud or fraudulent misrepresentation;

(c)breach of the terms implied by section 12 of the Sale of Products Act 1979; or

(d)any other liability that legally cannot be limited.

8.4Nothing in this Contract is intended to howsoever limit or restrict the Customer’s obligation to pay the price of the Products to Levity in full.

8.5Subject to clause 8.3, Levity’s total liability to the Customer shall not exceed the price of the Products paid by the Customer to Levity

8.6Subject to clause 8.3, the following types of loss are wholly excluded:

(a)loss of profits;

(b)loss of sales or business;

(c)loss of agreements or contracts;

(d)loss of anticipated savings;

(e)loss of use or corruption of software, data or information;

(f)loss of or damage to goodwill; and

(g)indirect or consequential loss.

8.7This clause 8 shall survive termination of the Contract.

9.TERMINATION

9.1Without limiting its other rights or remedies, Levity may terminate this Contract with immediate effect by giving written notice to the Customer if:

(a)The Customer fails to pay in full and when due any sum payable to Levity under this Contract;

(b)the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 20 days of that party being notified in writing to do so;

(c)the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

(d)the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or

(e)the Customer's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.

9.2Without limiting its other rights or remedies, Levity may suspend provision of the Products under the Contract or any other contract between the Customer and Levity if the Customer becomes subject to any of the events listed in clause 9.1(c) to clause 9.1(e), or Levity reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.

9.3Without limiting its other rights or remedies, Levity may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.

9.4On termination of the Contract for any reason the Customer shall immediately pay to Levity all of Levity’s outstanding unpaid invoices and interest and, in respect of Products supplied but for which no invoice has been submitted, Levity shall submit an invoice, which shall be payable by the Customer immediately on receipt.

9.5Termination of the Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.

9.6Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.

10.FORCE MAJEURE

Neither party shall be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from a Force Majeure Event. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for 4 weeks, the party not affected may terminate the Contract by giving 14 days' written notice to the affected party.

11.GENERAL

11.1Assignment and other dealings.

(a)Levity may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.

(b)The Customer may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Supplier.

11.2Confidentiality.

(a)Each party undertakes that it shall not at any time during the Contract and for a period of two years after termination of the Contract, disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party, except as permitted by clause 11.2(b).

(b)Each party may disclose the other party's confidential information:

(i)to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 11.2; and

(ii)as may be required by law, a court of competent jurisdiction or any governmental, law enforcement or regulatory authority.

(c)Neither party shall use the other party's confidential information for any purpose other than to exercise or enforce its rights and perform its obligations under or in connection with the Contract.

11.3In the event the parties enter into a separate legally binding agreement relating to confidential information (Confidentiality Agreement) then in the event of any conflict between such Confidentiality Agreement and these Conditions then the Confidentiality Agreement will prevail.

11.4Entire agreement.

(a)The Contract constitutes the entire agreement between the parties.

(b)Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Contract.

11.5Variation. No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

11.6Waiver.

(a)Except as set out in clause 2.4, a waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

(b)A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

11.7Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision of the Contract is deemed deleted under this clause 11.6 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

11.8Notices.

(a)Any notice given to a party under or in connection with the Contract shall be in writing and shall be:

(i)delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or

(ii)sent by email to the following addresses (or an address substituted in writing by the party to be served):

Levity: orders@levitycropscience.com

Customer: Any email address used by the Customer in communications with Levity relating to the Products or the Contract.

(b)Any notice shall be deemed to have been received:

(i)if delivered by hand, at the time the notice is left at the proper address;

(ii)if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or

(iii)if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.

(c)This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

11.9Third party rights.

(a)Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

(b)The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.

11.10Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.

11.11Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.

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