COOLMETAL LIMITED: TERMS & CONDITIONS OF MANUFACTURE AND SALE

Work carried out to the plans or specifications of the Customer will be done on the following terms:

1. 1. Application of Conditions

   All quotations are submitted and all orders are accepted subject to these Conditions and in the event of any conflict between these Conditions and the terms or conditions of the Customer’s enquiry, order or acceptance, including printed terms or conditions, these Conditions shall prevail unless otherwise expressly agreed by the Company in writing.

2. 2. Acceptance

   No agreement shall constitute a contract binding on the Company unless confirmed by the Company in writing. Quotations are open to acceptance within 28 days from the date thereof.

3. 3. Variation in Prices

   Quotations and Contract prices are subject to adjustment in the event of any variation in the cost of materials, wage rates, conditions or hours of work prior to the completion of manufacture or, in the case of goods delivered at the Company’s expense, of transport prior to delivery.

   Unless otherwise stated the prices quoted are ex works and packing and delivery will be charged extra.

4. 4. Exclusion of Warranties and Conditions

   Except as provided in the Express Guarantee section below, no warranty, condition, description, obligation or representation on the part of the Company is given or implied in any contract entered into by the Company or will have been given or be implied from anything said or written in the course of negotiation between the Company and the Customer or their respective representatives prior to or at the time of the formation of the contract and any statutory or other warranty, condition, description, obligation or representation relating in any way to the subject matter of the contract is hereby excluded.

5. 5. Express Guarantee

   The Company will within reasonable time of receiving notice make good by repair or at its option by replacement of defective parts at the place of origin such defects arising from normal working and notified to the Company within twelve months of date of invoice which are in the opinion of the Company due to materials supplied by it or its workmanship.

   In respect of goods supplied but not manufactured by the Company this guarantee is limited to the guarantee of the original manufacturer.

6. 6. Work Done to Customer’s Plans or Specifications

   (a)

   (i) That such plans or specifications and all drawings patterns and models or any other information requested by the Company prior to manufacture will be supplied within reasonable time; that if a fixed time for delivery is agreed, any delay in such supply shall extend the time of delivery to the like extent.

   (ii) That where patterns or models are to be supplied by the Customer the patterns or models are true to drawing and are suitable for the Company’s usual methods of production.

   (iii) That in the event of divergence between patterns or models and drawings or where special methods of production are necessitated the price may be varied to include the extra cost involved thereby.

   (iv) That all plans drawings patterns models and specifications shall be held by the Company at the Customer’s risk.

   (b) That the Customer will indemnify the Company against all damages penalties costs claims demands & expenses incurred by the Company by reason of such work constituting or involving an infringement of any Letters Patent or Registered Design or in compromising any claim based upon such an alleged infringement.

7. 7. Tests and Test Pieces

   Tests and test pieces other than those customarily made by the Company will be charged as an extra. Unless otherwise agreed tests will be carried out at the Company’s works and if the Customer does not within seven days after written notice given by the Company that the preparation for such tests are complete, name a date therefore the Company may carry out the test which shall be deemed to have taken place in the presence of the Customer and to his satisfaction.

8. 8. Defects in Goods Delivered

   Defects in quality dimensions or any other respect of any delivery shall not be a ground for cancellation of the remainder of the goods ordered under the contract. Minor deviations from specifications shall not be made the basis of any claims against us.

9. 9. Estimated Dates

   Any time or date named or accepted by the Company for delivery or completion is an estimate only and the Company shall not be liable for any delay in delivery whether caused by its own default or otherwise.

10. 10. Delivery

    The Company will not be responsible for damage to or non-delivery of goods in transit:

    Non-delivery – In the case of non-delivery separate notice is given to the Company and to the carrier within fourteen days of consignment.

    Damage or partial non-delivery – In the case of damage or partial non-delivery separate notice in writing is given to the Company and to the carrier within three days of the receipt thereof of such as are delivered and the goods if accepted from the carrier without inspection are signed for as not examined.

11. 11. Provision for Unforeseen Events Affecting Performance

    The Company will not be liable for failure to perform or delay in the performance of any obligation under the contract arising out of any causes:

    War riot civil disturbances strikes lockouts fire breakdown accident supervening illegality the direction of H.M Government or any other cause outside the Company’s control and in such event the Company shall be at liberty on notice to the Customer to make partial deliveries only or to determine the contract without prejudice to any rights accrued thereunder.

12. 12. Cases

    Cases are non returnable unless otherwise stated in which case credit will be given to the Company if returned in good condition within sixty days of delivery to the consignee. Whether packages are in good condition will determined by the Company.

13. 13. Right to Determine on Default of Customer

    If the Customer shall make default in or commit a breach of this contract or of any other of his obligations to the Company or if any distress or execution shall be levied upon the Customer’s property or assets or if the Customer shall make an offer to make any arrangement or composition with his creditors or commit an act of bankruptcy or if any petition or receiving order shall be presented or made against him or if the Customer shall be a limited company and any petition or resolution to wind up such company (otherwise than for the purpose of reconstruction or amalgamation) shall be passed or presented or if a receiver of such company’s undertaking property assets or any part thereof shall have been appointed the Company shall have the right forthwith to determine any contract then subsisting and upon written notice of such determination being given to the Customer any such contract shall be deemed to be terminated without prejudice to any claim or right the Company might make or exercise.

14. 14. Payment

    With Approved Credit Account: Terms of payment for Customer’s with an approved credit account are 30 days from end of month following invoice date.

    Without Approved Credit Account: Terms of payment for Customer’s without approved credit account: immediate payment after receipt of pro-forma invoice.

15. 15. Ownership

    All goods supplied remain the property of the Company until payment in full has been made and in the event of the Customer becoming unable for any reason to complete such payment he hereby irrevocably authorises the Company to enter his premises for the purpose of retaking possession of the goods supplied.

16. 16. Responsibility

    All goods shall be at the risk of the Customer’s responsibility on delivery to a carrier on his behalf or on delivery by Company vehicle to location and remain at the Customer’s sole risk during the course of erection or installation.

17. 17. Tools, Jigs, Moulds, Drawings, etc.

    Tools, jigs, moulds, drawings art-work, silkscreens etc. remain the property of the Company whether or not charged to or recoverable from the Customer. The Company reserves the right to destroy any such items which unused for a period of not less than two years.

18. 18. Notices

    Any notice to be given to the Company shall be deemed to be given upon its being posted to the Customer’s last known address.

19. 19. Construction

    All contracts subject to these conditions shall be construed and take effect in accordance with English law and any claim against the Company arising out of any such contracts shall be brought in an English Court only.

20. 20. Cancellation

    Orders manufactured in whole or part, pursuant to the Customer’s specifications, may not be cancelled except with the Company’s prior written consent, on terms which will compensate the Company for any resulting losses.

21. 21. Fastenings

    All bolts, screws & any other forms of fastening may loosen in transport and as such must be checked and if necessary, suitably tightened upon delivery and prior to installation.

22. 22. Limitation of Company’s Liabilities

    Without prejudice to the generality of anything otherwise herein the Company will not be responsible for loss of profit detention labour expenses or for contingent or consequential losses or damages howsoever arising including inadvertence or negligence on the part of the Company or any officer servant or agent of the Company or for any other charges whatsoever.

    The maximum liability of the Company shall not exceed the actual purchase price of the goods or services being supplied. The Company shall not be liable for special, incidental, consequential or indirect damages.

    Loss or damage the claim for which shall be either in contract or tort, resulting from the acceptance by a customer of advice given by the Company or any officer servant or agent of the Company in respect of design or materials.

23. 23. Liability / Indemnity

    The Customer shall fully and completely indemnify the Company and any officer servant or agent of the Company in respect of all claims based on either contract or tort by any person whatsoever for the injury to person or property caused by arising out of or in connection with the manufacture or use of any goods manufactured or supplied or upon which the Company has carried out work and in respect of costs and charges in connection therewith howsoever arising.

24. 24. Location

    The Company does not conduct any work at the Customer’s premises or outside of its normal manufacturing base. In the event of the goods needing to be modified, rectified, or repaired, the Company reserves the right to insist that goods are returned to the Company’s designated manufacturing base.

25. 25. Value Added Tax (VAT)

    All goods supplied will be subject to VAT at the current and appropriate rate at the time of invoice.

Definitions

• “The Company” means the Addressor of this document, seller of the Goods as defined herein.
• “The Customer” means the Addressee of this document; the entity purchasing the Goods, including any successors.