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TERMS & CONDITIONS — ADVANCEDSCAPE LIMITED

Conditions of sale contract

1, ALL ORDERS ARE ACCEPTED SUBJECT TO THESE CONDITIONS. BY ORDERING FROM ADVANCEDSCAPE LIMITED (THE COMPANY ) THE BUYER WILL BE DEEMED TO AGREE THAT THESE CONDITIONS OF SALE SHALL FORM THE BASIS OF THE CONTRACT MADE IN RESPECT OF THE SAID GOODS AND THAT THEY SHALL PREVAIL NOT WITHSTANDING ANY PRINTED OR OTHER CONDITIONS CONTAINED IN ANY PURCHASE ORDER, ACCEPTANCE OR QUOTATION OR OTHERWISE BROUGHT TO THE BUYERS NOT]CE. ALL OTHER CONDITIONS, AGREEMENTS REPRESENTATIONS, PROMISES, UNDERTAKINGS, UNDERSTANDINGS OR WARRANTIES OF ANY KIND (APART FROM THOSE IMPLIED BY SECTION 12 OF THE SALE OF GOODS ACT 1983) ARE HEREBY EXCLUDED.

Quotations

2.
(A) ALL QUOTATIONS ARE SUBJECT TO WITHDRAWAL OR AM ENDMENT TOO AT ANY TIME PRIOR TO CONFIRMATION OF ACCEPTANCE OF ORDER BY THE COMPANY OF AN ORDER FOR GOODS REFERRED TO THEREIN AND ARE ALSO SUBJECT TO MATERIALS BIENG AVAILIABLE AT THE TIME OF ACCEPTANCE OF OUR ORDER.

(B) CLERICAL ERRORS ARE SUBJECT TO CORRECTION

(C) QUOTATIONS ARE VALID FOR 30 DAYS ONLY.

Prices

3.
(A) WHERE THE QUANTITY ORDERD IS LESS THAN THAT QUOTED FOR OR DELIVERY IN ORDERD IN INSTALLMENTS LESS THAN THOSE SPECIIFED IN THE QUOTATION, THE PRICES ARE SUBJECT TO ADJUSTMENTS AS APPROPRIATE.

(B) PRICES ARE SUBJECT TO REVISION IN THE EVENT OF ANY INCREASE IN COST OF RAW MATERIALS OR OTHER COSTS REQUIRED TO FULFIL THE ORDER BETWEEN THE DATE OF CONFIRMATION OF ORDER AND DATE OF DELIVERY TO THE BUYER.

(C) IN THE EVENT OF ANY DISPUTE ARISING AS TO SUCH INCREASED PRICES A CERTIFICATE GIVEN BY THE COMPANY’S AUDITORS THAT SUCH INCREASED PRICES ARE CAUSED DIRECTLY BY SPECIFIED INCREASED COSTS INCURRED BY THE COMPANY SHALL BE FINAL AND BINDING ON THE BUYER.

Manufacture

4.
(A) MANUFACTURING QUANTITIES ARE SUBJECT TO A TOLERANCE OF +/- 10%, THE SURPLUS OR SHORTAGE TO BE CHARGED OR DEDUCTED PRORATA.

(B) SPECIFIED DIMENSIONS ARE SUBJ ECT TO A TOLERANCE OF +/- 10 MILLIMETRES.

(C) MATERIALS OF EQUIVILANT OR HIGHER STRENGTH MAY BE SUBSTITUTED FOR MATERIALS QUOTED IF DEEMED MORE APPROPRIATE TO FULFILL THE BUYERS ORDER.

Delivery

(A) EVERY EFFORT WILL BE MADE BY THE COMPANY TO DELIVER THE GOODS WITHIN THE AGREED DELIVERY PERIOD BUT NO GUARANTEE OF DELIVERY DATE IS IMPLIED AND THE COMPANY SHALL NOT BE LIABLE FOR LOSS OR DAMAGE OCCASIONED BY ANY DELAY IN DELIVERY.

(B) WHERE THE BUYER FAILS TO ACCEPT DELIVERIES IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE ORDER A’i CONFIRMED IN THE COMPANY’S OFFICIAL ORDER CONFIRMATION, THE BALANCE OF UNDELIVERED GOODS SHALL BE INVOICED TO THE BUYER, THE GOOD$ BEING HELD AT THE BUYERS RISK AND ANY STORAGE AND ADDITIONAL CARRIAGE COSTS BEING CHARGED TO THE BUYERS ACCOUNT.

Payment

6.
(A) SUBJECT TO SATISFACTORY REFERENCES, GOODS INVOICED UP TO AND INCLUDING THE LAST DAY OF A CALANDER MONTH SHALL BE PAID FOR NOT LATER THAN THE 30TH OF THE FOLLOWING MONTH.

(B) THE COMPANY RESRVES THE RIGHT TO CHARGE INTEREST ON ANY OVERDUE ACCOUNT AT 3°4 PER MONTH UNTIL THE SUM DUE IS PAID, OTHERWISE PAYMENT IS TO BE MAOE BY CASH WITH ORDER.

PASSING OF RISK AND TITLE

7.
(1) THE RISK IN THE GOODS SHALL PASS TO THE BUYER WHEN THE GOODS ARE TENDERD FOR DELIVERY AT THE BUYER’S WORKS OR PREMISES. THE RISK IN GOODS COLLECTED FROM THE COMPANY’S WORKS SHALL PASS TO THE BUYER WHEN THE GOODS ARE LOADED ON THE VEHICLE OF THE BUYER OR HIS CARRIER OR OTHER AGENT.

(2) UNTIL FULL PAYMENT FOR THE GOODS HAS BEEN RECEIVED BY THE COMPANY ;-

(A) PROPERTY IN THE GOODS SHALL REMAIN THE COMPANY’S ;

(B) SHOULD THE GOODS (OR ANY OF THEM ) BE CONVERTED INTO A NEW PRODUCT, WHETHER OR NOT SUCH CONVERSION INVOLVES THE ADMIXTURE OF ANY OTHER GOODS OR THING WHATSOEVER AND IN WHATEVER PROPORTIONS, THE CONVERSION SHALL BE DEEMED TO HAVE BEEN EFFECTED ON BEHALF OF THE COMPANY AND THE COMPANY SHALL HAVE FULL LEGAL AND BENEFICIAL OWNERSHIP OF THE NEW PROOUCT.

(C) THE BUYER SHALL KEEP AND STORE THE GOODS AND THE NEW PRODUCT REFERRED TO IN (B) ABOVE IN SUCH A MANNER THAT THEY CAN BE IDENTIFIED AS THE COMPANYS PROPERTY. (D) SUBJECT TO (E) AND (F) BELOW, THE BUYER SHALL BE AT LIBERTY TO SELL THE GOODS AND THE NEW PRODUCTS REFFERED TO IN (8) ABOVE IN THE ORDINARY COURSE OF BUSINESS ON THE BASIS THAT THE PROCE EOS OF SALE SHALL BE THE COMPANY’S PROPERTY ANO IN TRUST BY THE BUYER FOR THE COMPANY ABSOLUTELY.

(E) THE COMPANY MAY AT ANY TIME REVOKE THE BUYERS POWER OF SALE BY NOTICE TO THE BUYER IF THE BUYER IS IN DEFAULT FOR LONGER THAN SEVEN DAYS IN THE PAYMENT OF ANY SUM DUE TO THE COMPANY, OR IF THE COMPANY HAVE BONA FIDE DOUBTS AS TO THE SOLVENCY OF THE BUYER

(F) THE BUYERS POWER OF SALE SHALL AUTOMATICALLY CEASE IF A RECEIVER IS APPOINTED OVER ANY OF THE ASSETS OR THE UNOERTAKING OF THE BUYER OR A WINDING UP ORDER IS MADE AGAINST THE BUYER OR THE BUYER GOES INTO INVOLUNTARY LIQUIDATION (OTHERWISE THAN FOR THE PURPOSE OF RECONSTRUCTION OR AMALGIMATION ) OR CALLS A MEETING OF OR MAKES ANY ARRANGMENTS OR COMPOSITION WITH CREDITORS OR COMMITS ANY ACTS OF BANKRUPTCY ;

(G) UPON DETERMINATION OF THE BUYERS POWER OF SALE UNDER (E) AND (F) ABOVE THE BUYER SHALL PLACE ALL GOODS AND THE NEW PRODUCTS AT THE COMPANY’S DISPOSAL WHO SHALL BE ENTITLED TO ENTER UPON ANY PREMISES OF THE BUYER FOR THE PURPOSE OF REMOVING THE GOODS AND THE NEW PRODUCTS FROM THE PREMISES (INCLUDING SEVERANCE FROM THE REALTY WHERE NECESSARY)

CLAIMS

8.(A) ANY COMPLAINT OF SHORT DELIVERY OR OF ANY DAMAGE TO GOODS IN TRANSIT MUST BE NOTIFIED TO THE COMPANY IN WRITING OTHERWISE THAN UPON A CONSIGNMENT NOTE OR DELIVERY DOCUMENT WITHIN 3 DAYS OF RECEIPT OF GOODS AND ANY COMPLAINT OR FAILURE TO DELIVER GOODS INVOICED MUST BE SO NOTIFIED WITHIN $ DAYS OF THE INVOICE.

(B) WHERE A DELIVERY NOTE IS MADE BY THE COMPANY TO A CARRIER FOR THE TRANSMISSION TO THE BUYER’S NOMINEE, THE COMPANY WILL CLAIM AGAINST THE CARRIER ON THE BUYERS BEHALF IN RESPECT OF NON-DELIVERY OR SHORT DELIVERY 8Y THE CARRIER OR DAMAGE IN TRANSIT PROVIDED THE BUYER NOTIFIES BOTH THE COMPANY AND THE CARRIER IN WRITING OF ANY SUCH CLAIM IN 5 DAYS.

(C) WITHOUT PREJUDICE TO ANY OTHER PROVISIONS OF THIS CAUSE ANY OTHER LIABILITY IS HEREBY EXCLUDED FOR ANY LOSS OR DAMAGE HOWSOEVER ARISING SUSTAINED BY THE BUYER IN CONNECTION WITH, OR AS A RESULT OF, ANY DEFECT IN THE GOODS SUPPLIED OR ANY OTHER ERROR OR OMISSION ON THE PART OF THE COMPANY IN THE PERFORMANCE OF AN OBLIGATION HEREUNDER.

(D) IN THE EVENT OF ANY CLAIM THE COMPANY SHALL HAVE THE OPTION OF REPLACING OR CREDITING THE VALUE OF THE GOODS, THEREBY FULLY DISCHARGING ALL LEGAL LIABILITY IN RESPECT THEREOF.

(E) RETURN OF GOODS AFTER OELIVERY WILL NOT BE ACCEPTED UNLESS THE COMPANY OR THE COMPANY’S REPRESENTATIVE HAVE FIRST HAD AN OPPORTUNITY OF EXAMINING THEM BEFORE DESPATCH FROM THE BUYER’S DELIVERY ADDRESS.

(F) THE BUYER WILL BE LIABLE TO INDEMNIFY THE COMPANY AGAINST ALL EXPENSE, LOSS OR DAMAGE SUFFERED BY THE COMPANY AS A RESULT OF CLAIMS FOR INFRINGEMENT OF PATTENTS, TRADE MARKS, REGISTERD DESIGN, COPYRIGHT OR ANY FORM OF PRINT DETAILS ARISING OUT OF THE WORK DONE TO THE BUYER’S DIRECT INSTRUCTIONS.

FORCE MAJEUP£

9. EVERY EFFORT WILL BE MADE TO CARRY OUT ANY CONTRACT BASED ON THE QUOTATION BUT THE DUE PER FORMANCE OF IT WILL BE SUBJECT TO VARIATION OR CANCELLATION OWING TO FORCE MAJURE, WHICH TERM WILL BE DEEMED TO INCLUDE BUT SHALL NOT BE LIMITED TO ANY ACT OF GOD, WAR, STRIKE, LOCK-OUT, FIRE, FLOOD, DROUGHT, RIOT, CIVIL COMMOTION, RESTRICTION 8Y GOVERMENT OR OTHER COMPETENT AUTHORITY, ANY NATURAL OR ACCIDENTAL DISASTER. INDUSTRIAL DISPUTE OR ANY BREAKDOWNS OF MACHINERY OR ANY OTHER CAUSE BEYOND THE COMPANY’S CONTROL OR OWING TO THE COMPANY’S INABILITY TO PROCURE MATERIALS OR ARTICLES DUE TO ANY OF THE FOREGOING CAUSES.

10. (A) IF ANY OF THESE CONDITIONS OR ANY PART OF ONE OF THESE CONDITIONS IS RENDERD VOID BY ANY LEGISLATION TO WHICH IT IS SUBJECT IT SHALL BE VOID TO THAT EXTENT AND NO FURTHER, IF ANY OF THESE CONDITIONS OR ANY PART OF THESE CONDITIONS IS RE NDERD UNENFORCEABLE BY ANY LEGISLATION TO WHICH IT IS SUBJECT IT SHALL 8E ENFORCEABLE TO THE EXTENT THAT IT IS NOT FAIR OR REASONABLE TO ALLOW RELIANCE ON SUCH A CONDITION OR PART THEREOF BUT NO FURTHER. (B) A WAIVER BY EITHER PARTY OF ANY OF THE TERMS AND CONDITIONS OF THIS CONTRACT AND / OR ANY BREACH THEREOF SHALL APPLY ONLY TO THE PARTICULAR INSTANCE OR INSTANCES IN WHICH SUCH WAIVER OCCURS AND SHALL NOT EFFECT OR IMPAIR FURTHER CONTINUANCE IN FORCE OF SUCH TERMS AND CONDITIONS, OR THE RIGHT OF EITHER PARTY TO AVAIL ITSELF OF SUCH TERMS AND CONDITIONS UPON ANY SUBSEQUENT BREACH OR BREACHES THEREOF.

GOVERNING LAW

11. THIS CONTRACT SHALL BE GOVERNED AND CONSTRUCTED IN ACCORDANCE WITH THE LAWS OF ENGLAND AND THE BUYER AGREES TO SUBMIT TO THE JURISDICTION OF THE ENGLISH COURTS.