SUPPLEMENTAL AGREEMENT REGARDING THE SALE OF PRODUCTS ONLY FOR THEIR INTENDED PURPOSE

This agreement (“Supplemental Agreement”) is supplemental to the distribution agreement or other supply agreement between Bennett Opie Limited (“Bennett Opie) and the Distributor named below under which Bennett Opie sells some or all of the Products listed below to the Distributor (the “Supply Agreement”). In the event of any conflict between the terms set out in the Supply Agreement and the terms set out in this Supplemental Agreement, this Supplemental Agreement will prevail.

Products	a) iSi N2O Cream Chargers; b) iSi CO2 Soda Chargers; c) iSi Cream Whippers – iSi Professional & Retail Range; d) iSi Soda Siphons and other Soda related products; e) iSi Accessories; and f) such other iSi branded products which Bennett Opie informs the Distributor are subject to this Supplemental Agreement from time to time.
Territory	United Kingdom

1. DEFINITIONS

1.1. In this Supplemental Agreement the following definitions will apply:

“Intended Purpose”	has the meaning given in clause 2.1.
“iSi”	means iSi GmbH a company registered in Austria, company number FN 254605w.
“Food Service Applications”	means applications within the industry related to the manufacturing, transporting or selling of foods to professional institutions such as restaurants, hospitals, schools, canteens and lodging establishments.
“Food Service Market”	means the market within the industry related to the manufacturing, transporting or selling of foods to professional institutions such as restaurants, hospitals, schools, canteens and lodging establishments.
“Retail Market Applications”	means applications within the industry related to preparing and/or processing food or drinks for all purposes other than food for the Food Service Market.
“Retail Market”	means the market within the industry related to preparing and/or processing food or drinks for all purposes other than food for the Food Service Market.

2. SALE OF PRODUCTS FOR THEIR INTENDED PURPOSE

2.1. The Distributor agrees and acknowledges that the Products are not suitable for sale or use outside of their intended purpose within Food Service Applications and Retail Market Applications and in accordance with the usage instructions made available by Bennett Opie or iSi from time to time (“Intended Purpose”). Bennett Opie gives no warranties and will have no liability in relation to the sale or use of the Products outside of that Intended Purpose.

2.2. The Distributor agrees and undertakes that:

2.2.1. it will only sell the Products the Territory and for use in the Territory, in each case solely for their Intended Purpose within the Food Service Applications and Retail Market Applications (subject to any narrower restrictions on the territory or customer group into which the Distributor can sell the Products, as set out in the Supply Agreement);

2.2.2. it will not sell the Products for any purpose or use outside of their Intended Purpose within the Food Service Applications and Retail Market Applications;

2.2.3. it will use its utmost efforts to ensure the Products (and in particular the N₂O chargers) are sold for and used exclusively for their Intended Purpose and not for any other purpose;

2.2.4. it will resell the Products as quality products with standard warranties, including applicable warranties as to title and merchantability, but it will exclude all liability for a use of the Products outside of their Intended Purpose;

2.2.5. it will maintain such records as are necessary to demonstrate and evidence to Bennett Opie that the Products have not been offered or sold to customers or other third party outside of the Food Service Market or the Retail Market or for applications other than Food Service Applications or Retail Market Applications; and

2.2.6. it will allow Bennett Opie to inspect and take copies of the records referred to in clause 2.2.5 upon request at any time and will provide Bennett Opie which such other information and evidence as it may request in order to verify the accuracy of such records.

2.3. Bennett Opie shall have the right to suspend the supply of the Products at any time if Bennett Opie has reason to believe that the Distributor is in breach of clause 2.2 or if Bennett Opie is not satisfied with the records and evidence provided under clauses 2.2.5 and 2.2.6.

2.4. The Distributor shall indemnify Bennett Opie and iSi and their respective directors, officers and employees against all liabilities, damages, losses, fines, expenses and

2.5. costs (including all interest, penalties, legal costs and professional costs and expenses) incurred by them as a result of any breach by the Distributor of the obligations set out in this Supplemental Agreement.

3. GENERAL PROVISIONS

3.1. If any provision of this Supplemental Agreement or the application thereof is found invalid or unenforceable by a court, governmental agency or administrative body of competent jurisdiction in a particular territory, then that provision shall be amended for purposes of that territory only as required to be valid and enforceable to the fullest extent possible in that territory while still achieving as nearly as possible the same economic, legal and contractual effect as the original provision in that territory and the remainder of this Supplemental Agreement shall remain in full force and effect.

3.2. A waiver of any right or remedy under this Supplemental Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under this Supplemental Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.

3.3. The obligations on the Distributor set out in this Supplemental Agreement shall be directly enforceable (jointly and severally) by Bennett Opie and by iSi by virtue of the Contracts (Rights of Third Parties) Act 1999. The rights of Bennett Opie and the Distributor to rescind or vary this Supplemental Agreement are not subject to the consent of iSi or any other person.

3.4. This Supplemental Agreement, and any dispute or claim 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 and each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract or its subject matter or formation.

In consideration of Bennett Opie supplying the Products to the Distributor and the respective rights and obligations on the parties set out in this Supplemental Agreement, the parties agree to the terms of this Supplemental Agreement.