Terms And Conditions of Sale (Beecroft) The "Seller"

1. The Contract

The only terms and conditions of contract between the Seller and the Purchaser shall be those set out below unless other terms are expressly accepted in writing by an authorised employee of the Seller.

2. Catalogues, Drawings, Sketches

(1) All statements (whether written or oral), descriptions, drawings, sketches, photographs, illustrations, diagrams or specifications concerning the goods made or given by or on behalf of the Seller before contract, whether in catalogues, brochures, price lists or otherwise, are for the purposes of information and guidance only and shall and shall not form any part of the contract or give rise to any independent or collateral liability of the Seller.

(2) Where goods are sold by reference to description in a catalogue, the goods are sold subject to the tolerances and variations expressed or implied in the catalogue. In that design and sources of supply may change from time to time and the Seller shall have a right to supply goods of altered design or from the new source of supply.

3. Prices

(1) All goods will be supplied at the price and the rate of Value Added Tax (V.A.T.) ruling on the date of despatch.

(2) All prices shown in catalogues, brochures or price lists are net ex works prices exclusive of V.A.T., and are for guidance only. The Seller reserves the right to vary such prices at any time at its discretion.

(3) Quotations expressed to be for a fixed price, remain open for acceptance by the Purchaser within a period stated in the quotation or, if no period is stated, within 30 days of the date of the quotation irrespective of when the quotation is received by the Purchaser.

4. Payment

(1) For all sales in the United Kingdom payment of the full price (including any V.A.T.) and any additional transport, insurance, packing and/or additional costs must be made within 30 days of the invoice date. If the Purchaser defaults in payment, without prejudice to its other rights the Seller may charge interest on the sum due at the rate of 3% above Midland Bank plc base rate (or its equivalent) for the time being in force for the period from the date when the sum became due to the date of actual payment to the Seller (as well after as before any judgement).

(2) For any sale outside the United Kingdom the Purchaser shall, unless other arrangements are agreed by the Seller in writing, establish an irrevocable letter of credit confirmed by a bank acceptable to the Seller covering the purchase price and all shipping, transport, insurance and other additional costs or charges.

(3) The Seller shall be entitled to increase the price to recover any additional costs arising from the variation or delay in delivery occasioned by the Purchaser's instructions or default. The provisions of paragraph (1) and (2) above shall apply to such additional costs.

5. Delivery

(1) The Seller undertakes to use its reasonable endeavours to deliver by specified delivery dates. However, in all cases delivery dates are estimates only and without commitment by or obligation on the part of the Seller. The Purchaser shall not be entitled to cancel or delay or refuse payment should delivery be made after the specified delivery date.

(2) Unless otherwise agreed by the Seller orders for delivery within the United Kingdom will be delivered at the Purchaser's cost by whatever means the Seller considers appropriate. The cost of insurance and packaging, if any, will be charged in addition to the price quoted for the goods.

(3) Unless otherwise specified, for all orders for delivery outside the United Kingdom: -

(a) Cases and other containers, packaging costs, dock and airport dues, port rates and customs entry, freight insurance, agency fees and other charges that may be incurred are chargeable to the Purchaser. Cases and other containers are not returnable;

(b) Such orders shall be on an f.o.b. basis for delivery to London docks or London airport charges. Deliveries to docks or airports other than London may be charged extra.

(4) The Seller shall be entitled to make delivery of goods in instalments and the Purchaser shall be obliged to pay for each instalment in accordance with the Seller's usual terms. Each instalment of goods delivered under this contract shall be deemed to be sold under a separate contract any default by the Seller in delivering any such instalment shall not entitle the Purchaser to repudiate the contract with regard to any instalments remaining deliverable.

(5) If the Purchaser fails to accept delivery within ten days of notice in writing that the goods are ready for delivery the Purchaser shall be liable for all the Seller's storage and other charges and the Seller shall be entitled, without prejudice to its other rights, to re-sell or otherwise dispose of the goods. (6) Claims for shortages or damage to goods before risk passes must be made within three days of receipt failing which proper delivery shall be conclusively presumed to have been made.

6. Conditions, Warranty and Seller's Liability

(1) Subject to fair wear and tear, and the due observance of any installation, user, storage, operating or maintenance instructions, the Seller undertakes to replace or at its option repair free of charge to the Purchaser any goods which have been manufactured by the Seller and which the Purchaser can establish are defective by reason of defective workmanship or materials and which are returned to the Seller carriage paid within six months of the date of receipt by the Purchaser. In the absence of such a claim being received within such period as aforesaid the goods shall be deemed to comply in all respects with the order. Goods returned to the Seller and replaced shall become the Seller's property. Any goods not of the Seller's manufacture are sold only with such warranty as the manufacturers thereof give to the Seller and as the Seller may be able to enforce, such items not being warranted or guaranteed by the Seller in any way.

(2) Unless otherwise expressly given by the Seller in writing, all goods supplied and/or services carried out under the contract are supplied and/or carried out without any condition or warranty whether express or implied (by statute or otherwise) and whether in relation to the physical description or quality of the goods their fitness for any particular purpose or otherwise.

(3) The Seller's liability in respect of or consequent upon any defect whether in original or replaced goods shall be limited to replacement or rectification only. Save in respect of the absolute prohibitions contained in sections 2 (1) and 6 (1) of the Unfair Contract Act 1977 on the restriction or exclusion of liability for death or injury, the Seller shall not in any circumstances whatsoever be liable, in contract, tort or otherwise, for any consequential loss or damage arising from any breech of this contract, from any breech of any condition or warranty implied by law or custom, from misrepresentation by, or the negligence of, the Seller, its employees or agents, or from the goods, or any of them, proving defective.

(4) Notwithstanding the foregoing (but subject to the aforementioned absolute prohibitions) the Seller shall not be liable on any account whatsoever for any loss, expense or damage: -

(a) Where any work is carried out to the goods by any person other than the Seller without the Seller's previous written consent;

and/or

(b) caused by lack of maintenance and/or inadequate or faulty maintenance of the goods carried out by the Purchaser or any third party.

7. Purchaser's Duty to Take Care

(1) The goods, especially chemicals, may be dangerous if not properly used or stored and the appropriate precautions taken. The Purchaser accordingly agrees that it shall take all such steps as are reasonably practicable or usual to eliminate or reduce any risk to health and/or safety to which use of the goods may give rise and acknowledges that where the goods are produced to a design supplied by the Purchaser, the Seller will not make any research as to the risks to health and/or safety which may arise from use or storage of the goods. Where the goods are produced to a design supplied by the Purchaser, the Purchaser shall comply with all the duties imposed by section 6 of the Health and Safety at work etc. Act 1974 on designers and further shall comply with all other duties, which may be implied at law on a designer and/or producer of goods.

(2) Substances included in "the Poisons List" under the Poisons Act 1972 are marked "S1". Orders for these substances must be signed by the Purchaser, who should state his name, address and trade or business.

(3) The Purchaser shall indemnify the Seller against any claims, proceedings, costs, loss, damage or liability suffered or incurred by the Seller as a result of any failure by the Purchaser, or any other person in control of the goods, to take such steps or ensure compliance with the duties referred to in paragraphs (1) and (2) above.

8. Patents, Designs and Technical Information

(1) The Purchaser shall not use or deal with the goods or the Seller's catalogues, brochures or prices lists so as to infringe, interfere with or weaken any rights of the Seller under or in respect of any patents, processes, proprietary information, trademarks, registered designs, logos, artwork or copyright for or in connection with the goods. The Seller shall have no liability for the infringement of any rights of any third party arising from the use of the goods in combination with other goods, trademarks or processes not supplied by the Seller.

(2) Where goods are produced to the design or specification of the Purchaser, the Purchaser warrants that such design or specification does not infringe the rights of any third party and the Purchaser shall indemnify the Seller against all claims, proceedings, costs, loss, damage or liability suffered or incurred by the Seller in respect thereof.

9. Passing of Risk and Property

(1) The risk in the goods shall pass: -

(a) on orders for delivery within the United Kingdom on delivery to the Purchaser or a carrier (as the case may be) at the Sellers works;

(b) on orders for delivery outside the United Kingdom, on delivery F.O.B. to the port notified hereunder.

(2)

(a) No title in the goods shall pass to the Purchaser until the goods have been paid for in full nor shall any title pass until all sums owed by the Purchaser to the Seller on any account whatsoever have been paid in full.

(b) Until such time that the title passes to the Purchaser the Purchaser shall hold the goods as bailee for the Seller and shall store the goods separately and keep them in such a way that they can be readily identified as being the Seller's property. The Purchaser hereby grants to the Seller the right of entry to the Purchaser's premises for the purpose of repossessing the goods (or any part or parts thereof) at any time prior to the passing of title in accordance with sub-paragraph (a) above.

(c) Without prejudice to the provisions of sub-paragraph (b) above, until such time as title passes to the Purchaser:

(aa)the Purchaser shall be entitled to use the goods but if the goods are processed by the Purchaser so as to form a new product, title to the new product shall be deemed to be vested in the Seller in the proportion of the value of the goods supplied by the Seller to the new product;

and

(bb)the Purchaser shall be entitled to re-sell the goods but the proceeds received from any such re-sale shall be held by the Purchaser as trustee for the Seller to the extent necessary to settle the Purchaser's obligations to the seller.

(d) The Purchaser's entitlement to use and/or re-sell the goods shall automatically cease if a petition is presented or a meeting is convened for the purpose of winding up the Purchaser or if the petition for an administration order is made or receiver (including an administrative receiver) is appointed in respect of the Purchaser or if any voluntary arrangement is proposed under section 1 Insolvency Act 1986 in respect of, or if a petition for a bankruptcy order is made against or an interim receiver is appointed as the property of, the Purchaser.

10. Termination and Suspension

(1) The Seller shall have the right, without prejudice to its other rights, to cancel or suspend the performance of the contract or any part thereof should the Purchaser be in default of any of its obligations under the contract or should there be any amounts due and unpaid by the Purchaser to the Seller whether in respect of the Purchaser's obligations under the contract or any other contract.

(2) If the Seller is at any time unable to perform its obligations for any circumstances beyond its control (as hereinafter mentioned) it shall be entitled, on notice to the Purchaser given within a reasonable time, either to terminate or suspend the contract or any part of it without incurring any liability whatsoever to the Purchaser. Without limitation, circumstances beyond the Seller's control shall include war, civil commotion or insurrection, strikes, lockouts or other labour or industrial disputes, legislation whether by statute, regulation, instrument or order, earthquake, fire, flooding, tempest or abnormal weather conditions, breakdown or interruption of or disruption in supplied, plant, machinery or equipment or transport and all other occurrences or circumstances which prevent, hinder or delay the Seller's performance of the contract.

11. Proper Law

This contract shall be governed by and construed according to English law and it is agreed for the exclusive benefit of the Seller that English courts shall have jurisdiction to settle any disputed which may arise in connection with this contract.

The descriptions, specifications, illustrations and prices were correct at the time of inputting but are subject to alteration without notice.

Errors and omissions excepted