Terms and Conditions

CONDITIONS OF SALE OF W. K. WEST LTD. (the ‘’Seller’’ )

1 GENERALS

(i) Save as expressly provided in clause 1(iv) below all goods are supplied on the following terms and no person in the employment or acting in any way as agent of the Seller or purporting so to do as authority to accept orders to supply or agree to supply goods on any other terms or conditions or to vary add to replace or override these terms or any of them or be deemed in any circumstances whatsoever so to do.

(ii) These terms supersede any earlier terms of conditions of sale of the Seller and any previous dealings between the Seller and the Buyer or any terms or conditions stipulated incorporated or referred to by the Buyer whether in the Buyer's order or in any negotiations or otherwise shall not vary add to replace or override these terms or any of them or be deemed in any circumstances whatsoever so to do.

(iii) Acceptance of goods from the Seller shall be conclusive evidence before any court or arbitrator that these terms alone apply to the supply be the Seller of the goods.

(iv) The Seller and the Buyer may agree to vary add to or replace these terms or any of them and any variation or addition to or replacement of these terms as agreed will become binding provided always that such variation addition or replacement shall not become binding upon the Seller unless and until its agreement is confirmed in writing.

(v) For the purposes of the following the term “writing” shall include email been confirmed as received by the Seller.

2 FORMATION OF CONTRACT AND QUOTATIONS

(i) No quotation by the Seller shall be or constitute or be deemed to be or constitute an offer by the Seller.

(ii) All quotations are subject to withdrawal review and alteration by the Seller without notice.

(iii) The acceptance by the Buyer of any quotation of the Seller or the placing of an order by the Buyer however given will be deemed to be an offer to purchase goods upon these terms.

(iv) No contract shall be concluded until the Buyer's offer to purchase goods whether by acceptance of the Seller's quotation or by the placing of an order has been accepted by the Seller.

3 PRICE

(i) Prices quoted do not include the cost of delivery to the address specified in the Seller’s acceptance of order and the Seller’s standard packaging.

(ii) Any price of prices quoted by the Seller or comprised in the order of the Buyer the acceptance of the seller or the Contract is or are provisional only.

(iii) The price of goods supplied by the Seller will be the Seller’s price ruling at the date of despatch of the goods or each instalment thereof (exclusive of delivery and inclusive of the Seller’s standard packaging) to which shall be added any Value Added Tax and all or any other taxes levies or duties chargeable.

4 TERMS OF PAYMENT

(i) Each invoice for the price of goods and for any taxes levies or duties (including VAT) or any additional charges costs or expenses payable by the Buyer shall be paid in full on or before the last day of the month in which the invoice is dated.

(ii) The Buyer shall pay interest to the Seller on any monies not paid on or before the date upon which they became or were deemed to become due on a daily basis until payment (whether before or after judgement) at the annual rate of 5% above the base rate from time to time quoted by HSBC plc compounded quarterly and shall reimburse to the Seller ail costs and expenses incurred in the collection any overdue monies.

(iii) Notwithstanding clause 4 (i) above all monies payable by the Buyer to the Seller being the price of goods supplied by the Seller to the Buyer and any taxes levies or duties (including VAT) or additional charges costs or expenses payable by the Buyer shall be deemed to be due and payable forthwith it:-

(A) the Buyer not being a company

(a) suffers any execution of or distraint upon his goods or other property; or

(b)has a receiver appointed in respect of his property or any of it; or

(c)has a Statutory Demand served upon him within the meaning of Section 268 of the Insolvency Act 1986; or

(d)presents a petition or has a petition presented against him to the court for a Bankruptcy Order under Section 264 of the Insolvency Act 1986; or

(e)makes an application to the court under Section 253 of the Insolvency Act 1986 for an interim order within the meaning o Section 252 of the said Act; or

(f)makes a proposal for a voluntary arrangement under Part viii of the Insolvency Act 1986; or

(g)fails to lodge security under this or any other contract between the Buyer and the Seller, or

(h) is required to account to the Seller forthwith in accordance with Clause 8 (viii) hereunder; or

(B) the Buyer being a company

(a) suffers an execution of or distraint upon its goods or other property; or

(b) has a receiver or manager (including an administrative received) appointed in respect of its property or any of it; or

(d) has a demand served upon it under Section123 (1) of the insolvency act 1896; or

(e) presents a petition or has a petition presented against it to the court for its winding up; or

(f) presents a petition or has a petition presented against it to the court under Section 9 of the Insolvency Act 1986 for an administration order; or

(g) has a proposal made by its directors for a voluntary arrangement under Part 1 of the Insolvency Act 1986; or

(h) fails to lodge security under this or any other contract between the Buyer and Seller; or

(i) is required to account to the Seller forthwith in accordance with Clause 8 (viii) hereafter

(iv) Without prejudice to its other rights or remedies if at any time before delivery of the goods or any instalment thereof there are reasonable grounds for assuming that the Buyer will be unable to fulfil his obligations to make payment to the Seller or if under this or any other contract between the Seller and the Buyer the Buyer fails or refuses or has failed or refused to make payment for any goods supplied or to be supplied to the Buyer by the Seller or of any taxes levies or duties (including VAT) or additional charges costs or expenses payable by the Buyer to the Seller on or before the date is or has become or deemed to have become due or fails to lodge security demanded by the Seller in accordance with the terms of this or any other contract or if for any reason whatsoever the

Seller's credit insures for the time being advise the Seller so to do the Seller may demand that the Buyer shall lodge security approved by the Seller for the payment of all amounts due or to become due under the contract and if such security is not lodged by the Buyer forthwith the Seller may :-

(a) Forthwith suspend all further deliveries until such security is lodges and if the Buyer continues to fail or refuse to provide such security may at any time thereafter terminate the contract insofar as any goods remain to be delivered thereunder or

(b) Terminate the contract forthwith insofar as any goods remain to be delivered thereunder.

(v) Without prejudice to its other rights or remedies if under this or any other contract between the Seller and the Buyer the Buyer fails or refuses or has failed or refused to make payment for any goods supplied or to be supplied to the Buyer by the Seller or of any taxes levies or duties (including VAT) or additional charges costs or expenses payable by the Buyer to the Seller on or before the date on which payment is or has become due or fails to lodge security demanded by the Seller in accordance with the terms of this or any other contract then the Seller may alternatively to demanding that the Buyer lodge security in accordance with clause 4 (iv) above:-

(a) forthwith suspend all further deliveries until such payment is made and if the Buyer continues to fail or refuse to make such payment may at any time thereafter terminate the contract insofar as any goods remain to do delivered thereunder, or

(b) terminate the contract forthwith insofar as any goods remain to be delivered thereunder.

(vi) The Seller shall be entitled to recover from the Buyer any loss suffered by or caused to the Seller by reason of the Seller suspending any delivery or deliveries of the goods and/or cancelling the contract insofar as any goods remain to be delivered in accordance with clause 4 (iv) and 4 (v) above

(vii Where the Seller is delivering the goods by instalments then without prejudice to the generality of the foregoing the security which the Seller may require the Buyer to lodge under clause 4 (iv) above may include the immediate payment of a sum equal to the Seller's estimate of the price together with any taxes levies or duties (including VAT) or additional charges costs or expenses payable by the Buyer in respect of all future deliveries.

5 DRAWINGS TECHNICAL AND DESCRIPTIVE DOCUMENTS AND MODELS

(i) The weights dimensions capacities prices performance ratings and other data included in catalogues prospectus circulars advertisements illustrated matter price lists quotations specifications plans drawings pattens designs or models constitute an approximate guide and shall not be binding upon the Seller. If the Seller adopts any changes in construction or design of the goods or the specification thereof whether prior to or subsequent to the formation of the contract the Buyer shall accept the goods so changed in fulfilment of the contract.

(ii) The Seller shall not be liable to the Buyer for loss or damage to Items held by the Seller and referred to in (l) above.

6 DELIVERY

(i) Where delivery is by transport arranged by the Seller delivery to the Buyer shall be deemed to be complete at the moment of arrival of the goods at the address specified in the Buyer's order or such address as may be agreed between the Seiler and the Buyer and before commencement of unloading. In all cases where the Purchaser arranges collection of the goods delivery to the Buyer shall be deemed to be complete when loading of the goods on to the carrier is complete.

(ii) Any time or date given by the Seller for the delivery of the goods given and intended as an estimate only and does not form part of the contract. The Seller shall not be liable for failure to deliver by such a time or date.

(iii)The Seller at Its discretion entitled to make instalment deliveries In such a case each Instalment shall be deemed to be the subject of a separate contract and any failure delay or defect in the delivery or goods relating to any one or more of such instalments shall not entitle the Buyer to repudiate the contract with regard to any previously delivered goods or to any Instalment remaining to be delivered or to refuse acceptance of any such Instalments.

(iv) If for any reason the Buyer is unable or falls or refuses to accept any delivery of goods or unload or if no safe and adequate unloading facilities exist at the address the Seller may store the goods and take all reasonable steps to prevent their deterioration until their actual re-delivery and the Buyer shall be liable to the Seller for the reasonable costs (including insurance and additional carriage) for his so doing in addition to and not in substitution of any other payment or charges for which the Buyer may be or become liable in respect to his failure to take delivery.

(v) Without prejudice to clause 6 (iv) above the Seller may require the Buyer by notice in writing to accept delivery of the goods within a period of 14 days from the date of such notice. If the Buyer is unable or fails to refuses to do so or is unable or fails or refuses to provide safe or adequate access to adequate unloading facilities at the address for delivery within such time the Seller may terminate the contract in respect of such portion of the goods as are by reason of the inability failure or refusal of the Buyer aforesaid not unloaded and thereupon to recover from the Buyer any loss sustained by or caused to the Seller by reason of such failure and may at Its option suspend any further deliveries or terminate the contract insofar as any goods remain to be delivered thereunder whether under blanket orders, orders for scheduled deliveries instalments contracts or otherwise.

(v) Where goods are delivered to an address nominated by the Buyer the Buyer shall be liable and responsible for and Indemnify the Seller against all injury to persons or damage to property resulting therefrom and occasioned at the address except death or injury Incurred by the negligence of the Seller its servants or agents and the Buyer shall provide unimpeded access to the premises and adequate labour and equipment for unloading the goods during working hours.

7 PASSING OF RISK

The goods and any of them the subject of the contract shall be at the risk of the Buyer upon delivery as defined herein such address as maybe agreed between the Seller and the Buyer and thereafter the Buyer shall indemnify the Seller against all damage or loss to the goods however occurring.

TITLE

(i) Property in the goods supplied by the Seller to the Buyer shall remain vested in the Seller which reserves the right to dispose of the goods until the Buyer has paid the price in full of all the goods supplied under this contract in accordance with the terms of this contract.

(ii) If the buyer does not pay the full price of all the goods supplied under the contract in accordance with the terms thereof the Seller may without prejudice to any of the Sellers other rights recover the goods or any of them from the Buyer and may by its servants or agents for the purpose freely enter upon any premises of the Buyer where the goods are stored or thought by the Seller to be stored and repossess the goods.

(iii) Until such time as title to the goods supplied under the contract passes to the Buyer or the Buyer delivers the said goods or any of them as permitted by this contract to a third party or the Buyer processes manufacturers incorporates and/or admixes the said goods or any of them as permitted by this contract or sells the product or products of such processing manufacture incorporation and/or admixing as permitted by this contract the Buyer shall hold the goods as bailee and store them at the Buyer’s premises separate and distinct from goods belonging to the Buyer and from goods supplied or owned by persons other than the Seller and in such a way which makes them readily and clearly identifiable as the goods of the Seller.

(iv) If at any time before the Buyer has paid the price in full of all the goods supplied under this contract any of the events set out in clause 4 (iii) above should occur the Buyer shall immediately upon such occurrence deliver up to the Seller each and all goods supplied under this contract then in the Buyers possession custardy or control and shall not sell transfer or otherwise part with possession of or charge or in any way deal with the said goods or any of them save for delivery up of the same to the seller and shall not process manufacture incorporate and/or admix the said goods or any of them.

(v) At any time before the Buyer has paid the Seller the price in full of all the goods supplied under this contract the Buyer shall save as in provided in clause 8 (iv) above be permitted to process or manufacture the goods and/or incorporate them in or with any other goods and/or admix them with any other goods of the Buyer and thereupon the product or products produced by such processing manufacture incorporation and/or admixing shall belong to the Seller until the Buyer has paid the price in full of all the goods supplied under this contract and the Buyer shall until the price in full of all the said goods supplied has been paid or the product or products of such processing manufacture incorporation and/or admixing has or had been sold as permitted by this contract hold the product or products as bailee and store them as the Buyers premises separate and distinct from goods belonging to the Buyer and from goods supplied or owned by the persons other than the Seller and in such a way which makes them readily and clearly identifiable as belonging to the Seller.

(vi) At any time before the Buyer has paid the Seller the price in full of all the goods supplied under this contract the Buyer shall (save as provided hereafter and in clause 8 (iv) above) be permitted to process or manufacture the goods and/or incorporate them in or with any other goods and/or admix them with any goods belonging to a third party or third parties and thereupon the Seller and the third party or third parties shall be the owners in common of the product or products produced by such processing manufacture incorporation and/or admixing until the Buyer has paid the price in full of all the goods supplied by the Seller under the contract and the Buyer shall until the price in full of all the said goods supplied has been paid or the product or products of such processing manufacture incorporation an/or admixing has or have been sold as permitted by this contract hold the product or products as bailee and store them at the Buyer premises separate and distinct from goods belonging to the Buyer and from goods supplied or owned by persons other than the Seller and in such a way which makes them readily and clearly identifiable as goods owned by the Seller in common with the said third parties.

(vii) Clause 8 (iv) shall apply to any goods processed manufactured incorporated and/or admixed in accordance with clause 8 (v) and 8 (vi) and/or the products thereof.

(viii) At any time before the Buyer has paid to the Seller the price in full of all the goods supplied under this contract the Buyer shall (save as provided hereafter and in clause 8 (iv) above) be permitted to deal with the goods or any of them as hereinbefore expressly provided and by way of sale of the said goods or the products or products produced therefrom or therewith but on such sale taking place the Buyer shall forthwith account to the Seller for the entire proceeds of the sale of the said goods or the said product or products as the case may be and until such time as the Buyer shall so account to the Seller the entire proceeds of sale shall in the case of goods supplied under this contract or in the case of the goods or the products or products produced from or with goods supplied under this contract and goods belonging to the Buyer in accordance with clause 8 (v) above be held by the Buyer on trust for the Seiler and in the case of the goods or the product or products produced from or with goods supplied under this contract and goods belonging to a third party or third parties in accordance with clause 8 (vi) above be held on trust for the owners in common of the product or products sold by the Buyer and shall not be mingled with other monies or paid into an overdrawn bank account

(ix) Notwithstanding clause 8 (viii) above the Buyer may not sell the said goods of products (if the Buyer is a company) to a company that is its subsidiary or its holding company within the meaning of Section 736 of the Companies Act 1985 or to a connected person within the meaning of Section 249 of the Insolvency Act 1986 and (whether or not it is a company) to an associated person within the meaning of Section 435 of the Insolvency Act 1986 or otherwise than in the normal course of its business.

(x) The Seller shall transfer only such title or rights in respect of the goods as the Seller has and if the goods are purchased from a third party shall transfer only such title or rights as that party had and has transferred to the Seller

9 WARRANTY

(i)The Sellers warrants that the goods shall at the time of delivery be within the normal limits and tolerance levels of Industrial quality. If any Goods do not conform to that warranty the Seller will at its option

(a ) replace the Goods found not to conform to the warranty.

(b)Take such as the Seller deems necessary to bring the Goods Into a state where they are free from such defects. or

(d) make the Buyer in respect of any damage. loss short or nondelivered Goods an allowance representing the difference between the value of the Goods at the date of notification by the Buyer of the said damage, loss short or non- delivery and the value they would have had at the date of delivery had the goods been 'n accordance with the contract provided the Buyer pays the balance not in dispute according to the terms to the contract between the Buyer and the Seller.

(e) at the Buyers risk take back the goods found not to conform to the warranty and refund the appropriate part of the purchase price: PROVIDING THAT.

(i) the liability of the Seller shall in no event exceed the purchase price of the Goods unless the Seller is liable for death or personal Injury arising from negligence of itself its servants or agents or the Seller is liable under the Consumer Protection Act 1987

(ii) performance of anyone of the above options (as limited by sub-clause (i) above) shall constitute an entire discharge of the Seller's liability under this Warranty

(ii) The Seller shall Indemnity the Buyer against all or any awards losses damages costs and expenses suffered or Incurred by the Buyer In respect of Product Liability claims arising In relation to Goods supplied by the Seller to the Buyer to the extent only that the Consumer Protection Act 1987 Imposes such liability upon the Seller.

(iii) The foregoing Warranty and Indemnity are given conditional upon:-

(a)the Buyer giving written notice to the Seller of the alleged defect or any claim alleging defect in the Goods such notice to be received by the Seiler within fourteen days of the time when the Buyer discovers or ought to have discovered the defect or within fourteen days of receiving notice of such claim and In any event (save in the case If negligence or Product Liability claims) within two months of delivery of the Goods.

(b) the Buyer affording the Seller a reasonable opportunity to inspect the Goods and documents specifications plans and other relevant data and if so, requested by the Seller returning the allegedly defective Goods to the Seller's works at the Buyer's risk carriage pre-paid tor Inspection to take place there,

(c) the Buyer making no further use of the Goods that are alleged to be defective after the time at which the Buyer discovers or ought to have discovered that they are defective.

(d)the Buyer having paid In full the price of the Goods and any additional charges costs and expenses payable by the Buyer in respect of the Goods.

(e)the Goods having where appropriate been correctly Installed stored and used.

(f) the Buyer not admitting liability for entering into negotiations or proceedings relating to such claim without entering into full consultation with the Seller and giving the Seller advance notice of all communications made by the Buyer in respect of such claim to the claimant

(g) the defect not being attributable to the design drawing specification or other Instruction given to the Seller by the Buyer in respect of the Goods and

(h) the defect not being attributable to the design of the product In which the Goods in question had been comprised: and

(i) the Buyer not permitting causing or allowing any person other than the Seller its servants or agents or persons authorised by the Seller to effect replacement maintenance or repair to the Goods

(iv) The Buyer shall Indemnity the Seller against all or any awards losses damages costs and expenses howsoever arising suffered or Incurred by the Seller in the event that the conditions in (a) to (i) of sub-clause (iii) of this clause are not complied with

10 EXCLUSIONS

(i) Save as provided in Paragraph iii hereof and In Sections 12 to 15 of the Sale of Goods Act 1979:-

(a) all conditions and warranties express or Implied are hereby expressly excluded,

(b ) the Seller shall be under no liability for any loss or damage howsoever caused which arises In respect of the Buyer's liability to any third party whatsoever

(c ) the Seller shall be under no liability for any loss or damage howsoever caused which arises In respect of Indirect or consequential loss or damage:

(d)Without prejudice to any other term of these Conditions the Seller shall be under no liability for any loss or damage of whatsoever kind howsoever caused or rising unless the same be due to the wilful default of the Seller.

(ii)Without prejudice to the generality of sub-clause (i) hereof all recommendations and advice are given by or on behalf of the Seller to the Buyer as to the methods of storing applying or using the Goods the purposes to which the Goods may be applied and the suitability of using the Goods In any manufacturing process or in conjunction with any other material are given without liability on the part of the Seller Its servants or agents

(iii)Notwithstanding the provisions of sub-clauses (i) and (ii) hereof in the event that the Seller is found liable for any loss or damage that liability shall in no event exceed the purchase price of the Goods.

(iv) Where Goods are supplied for export the Seller shall not be responsible for damage Injury or loss of any kind whatsoever to any property or persons or other living creatures whether of the Buyer or any third party caused by or arising from or attributable whether directly or indirectly to the erection or use of the Goods supplied and whether or not occasioned by reason of the negligence of the Seller its servants or agents

(v) All guarantees. warranties. conditions, descriptions or representations or other terms on the part of the Seller given or implied by these Conditions or from anything said or written in the negotiations between the parties or their representatives prior to this Agreement or Implied by statute or common law are excluded to the fullest extent permitted by law from all export contracts made by the Seller.

(vi) Where Goods are sold under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements) Order 1976) the Statutory rights of the Buyer are not affected by these Conditions.

11 SCOPE OF THE CONTRACT

(i) The Buyer agrees and confirms and will be deemed to have agreed and confirmed on the placing of an order with the Seller that no representations have been made to him regarding the goods and/or that he has not relied and does not rely on any statement made by the Seller or any person in the employment of the Seller or acting as agent of the Seller or purporting to do so.

(ii) The Seller shall be entitled to fulfil any contract by the delivery of 10% more or less than the contract quantity or weight and the price payable by the Buyer shall be adjusted accordingly.

(iii) For the purposes of clause 4, 6. 9 and 10 above time shall be of the essence and if the Buyer shall fail to give such notices to the Seller within the time specified the goods shall be deemed to be in all respects in accordance with the contract and the Buyer shall be bound to accept and pay for the same accordingly

12 ORDERS FOR SCHEDULED DELIVERIES

(i) In the event that the Buyer places an Order for Scheduled Deliveries it will agree With the Seller a period (to be known as the Consumption Period) in which the order will be completed.

(ii) The Consumption Period shall never exceed three months and in the event that no specific Consumption Period is agreed the Consumption Period shall be deemed to be three months.

(iii) At the expiry of the Consumption Period the Seller shall be entitled to deliver to the Buyer any part of the said order remaining outstanding and to Invoice the Buyer in respect thereof.

13 ROUNDS OF DISCHARGE OF LIABILITY

(i)Without prejudice to and without limiting in any way any other provisions contained In these conditions the Seller shall be deemed not to be In breach of the contract and will not be liable any non delivery Or pan deliver or for any other failure to comply with the terms of the contract whatsoever or howsoever arising occasioned wholly or substantially by any cause or circumstance outside the control of the Seller including but without limiting the generality of the foregoing acts of God outbreak or threat of war hostilities or Insurrection rebellion Or civil disturbance or statutes acts directions orders rules regulations or requisitions of any government departments council or other duly constituted authority or like civil or military authority or national emergency strike lock out go slow work to rule layoffs or Other labour disturbance or break down of plant sabotage power failure energy shortage disease epidemic or quarantine fire ice frost fog wind flood storm landslide earthquake explosion accident catastrophe or natural disaster or failure or delay of any of the Seller's suppliers.

(ii) In the event of any such circumstances arising the contract shall be suspended for a period of 30 days and thereafter terminated in the event of such suspension or termination clause 15 will apply

14 SUBCONTRACTING

The Seller reserves the right to sub-contract the performance of the contract or any part thereof.

15 PARTIAL PERFORMANCE

In the case of partial performance of the contract by the Seller It shall be entitled to a quantum meruit in respect of all work done by it and costs expenses and charges incurred by It without prejudice to Its other rights

16 THIRD PARTY RIGHTS

The Buyer will be liable to indemnify the Seller against any claim for infringement of Letters Patent Registered Design Trade Mark Or copyright by the use by the Seller of any drawings technical documents specifications plans patterns designs models articles or any other materials whatsoever supplied by the buyer to the seller and against all costs and damages which the Seller may Incur in any action for such Infringement or for which the Seller may become liable In any such action. The Seller will give the Buyer notice in writing of any claim being made or action threatened or brought against the Seller and will at the Buyer's own expense the Buyer to conduct' any litigation that may ensue and all negotiations for a settlement of the claim.

17 WAIVER

The Seller’s rights or light shall not be affected or restricted In any way by any Indulgence or forbearance granted to the Buyer. No waiver by the Seller of any breach shall operate as a waiver of any later breach.

18 LEGAL CONSTRUCTION AND JURISDICTION

(i) Each of the aforesaid clauses and sub-clauses are and shall be construed and treated as separate and severable contractual terms.

(ii) These terms and the contract shall be subject to and construed in accordance with English law.

(iii)The English court shall have exclusive jurisdiction over any dispute which may arise out of or in connection with these terms or the contract save that if the Buyer carries on business In a country other than England the Seller may choose to bring proceedings in the country where the Buyer carries on business

19 LANGUAGE

The text of these terms herein written in the English language is the authentic text and any difficulties or uncertainties in interpretation shall be resolved by reference to this text.