In these Conditions of Sale (“Conditions”):- “The Company” means Tetrosyl Limited (Company No. 537855) and its successors or assigns and “the Buyer” means any person, firm or company with whom the Company contracts for the supply any goods (“the Goods”).

1) Formation

1.1

All quotations and any offers made by the Company, and all orders accepted by the Company, are subject always to the Company’s standard Terms and Conditions of Sale (which shall be deemed to be incorporated into these Conditions and are annexed hereto). These Conditions shall apply to all contracts made between the Company and the Buyer for the sale and purchase of the Goods (“the Contract”) to the exclusion of any other terms and conditions, including without limit those which the Buyer purports to apply under any order. In the event of any conflict between the Company’s standard Terms and Conditions of Sale and these Conditions, the Company’s standard Terms and Conditions of Sale will prevail. Variations to the terms of any Contract (including these Conditions) will only be effective if agreed in writing and signed by a duly authorised officer of the Company.

1.2

All orders shall be deemed to be an offer to purchase the Goods subject to these Conditions and shall only be deemed accepted by the Company upon the earlier of the issue of a written acceptance of order by the Company, delivery or collection of the Goods.

1.3

All descriptive matter, specification and advertising issued by the Company is solely aimed at giving an approximate idea of the Goods described in them, they will not form part of the Contract.

1.4

Any Order accepted by the Company may only be cancelled or varied by the Buyer with the prior written consent of the Company, which shall be at the Company’s discretion entirely, and it shall be reasonable for the Company to consent subject to terms that the Buyer shall indemnify the Company in full against all losses (including loss of profit), costs, damages, charges and expenses incurred (directly or indirectly) by the Company as a result of such cancellation or variation.

2) Delivery and Non-Delivery

2.1

Delivery times/dates named/accepted by the Company are given in good faith but are an estimate only. Time of delivery of Goods is not of the essence. The Company shall not be liable for any loss (including loss of profit), costs, damages, charges or expenses caused directly or indirectly by failure (for any reason) to meet the delivery time/date stated/agreed (even if caused by the Company’s own negligence) and further, the Buyer shall only be entitled to cancel the Contract if such failure exceeds 180 days.

2.2

Goods shall be delivered as stated in the Company’s quotation or acceptance of order or if one is not issued as agreed by the Company. Delivery shall be deemed to take place when the Goods arrive at the place stated in the Company’s acceptance of order or if one is not issued at such place as is agreed by the Company except that delivery to a carrier for the purpose of transmission to the Buyer shall be deemed to be delivery to the Buyer. Section 32(2) of the Sale of Goods Act 1979 shall not apply.

2.3

The Company may deliver Goods in instalments. Deliveries of further instalments may be withheld until the Goods comprised in earlier instalments have been paid for in full. Default by the Company, howsoever, caused, in respect of one or more instalments shall not entitle the Buyer to terminate the relevant Contract as a whole.

2.4

If the Buyer fails or refuses to accept delivery of any Goods when they are ready for delivery in accordance with the relevant order; or the Company agrees (at its sole discretion) to postpone delivery of the Goods at the request of the Buyer; or the Buyer fails to provide any instructions, consents or authorisations required to enable the Goods to be delivered on the due date; then risk in the Goods shall pass to the Buyer, delivery of the Goods shall be deemed to have taken place and the Company may store or arrange for the storage of such Goods and charge the Buyer for all related costs and expenses (including storage and insurance) and may sell such Goods after 28 days after such failure or refusal and deduct any monies for any excess or charge the Buyer for any shortfall below the Contract price.

2.5

If the Company agrees to permit the Buyer to collect the Goods from the Company’s place of business then delivery shall be deemed to take place when the Company notifies the Buyer that the Goods are ready for collection (and for the avoidance of doubt the term “delivery” includes collection in these Conditions) and unless otherwise agreed in writing by the Company it is a condition of the Contract that the Buyer will collect the Goods within 5 days of such notice.

3) Force Majeure

In the event that the Company is prevented or delayed in or from carrying out its obligations under the Contract as a result of acts of God; governmental intervention or restriction, import or export regulations; wars; riots; strikes or trade disputes (including by and with the Company’s own employees); power failure; inadequate performance of, failure of or incorrect processing by computer systems; fire; flood; default of suppliers or sub-contractors, failure to obtain supplies, or breakdown of plant, machinery or vehicles or any cause beyond its control then the Company shall be relieved of its obligations and liabilities under the Contract for as long as such fulfilment is prevented.

4) Risk/Title

4.1

Risk of damage to or loss of the Goods shall pass to the Buyer upon delivery or at the notified time for delivery if the Buyer fails for whatever reason to take delivery of the Goods at the notified time. Section (20(2) Sale of Goods Act 1979 shall not apply.

4.2

Title to the goods (both legal and equitable) shall remain with the Company until full payment with cleared funds for all monies due from the Buyer to the Company under all contracts between the Company and the Buyer has been made, or title is properly vested in some other person by the operation of any statute.

4.3

Until title to the Goods passes:

4.3.1

the Buyer shall hold the Goods on a fiduciary basis as the Company’s bailee and must store the Goods (at no cost to the Company) such that they are easily identifiable as the property of the Company;

4.3.2

the Buyer must keep the Goods insured on the Company’s behalf for the full price of the Goods against “all risks” to the reasonable satisfaction of the Company and produce the policy of insurance to the Company upon request;

4.3.3

the Buyer shall hold the proceeds of insurance referred to in clause 4.3.2 above on trust for the Company and not mix such proceeds with any other monies to pay the proceeds into an overdrawn bank account; and

4.3.4

the Buyer shall still be entitled to re-sell, use or otherwise dispose of the Goods at full market value in the ordinary course of its business provided that such sale shall be a sale of the Company’s property on the Buyer’s own behalf and the Buyer shall deal as principal when making such a sale. Once payment becomes due, the Company may (without prejudice to its other rights) demand the immediate return of the Goods at any time and the Buyer must comply with (and bear the cost of) such demand immediately. If the Buyer fails to return such Goods, the Company or its successors in title, and their respective employees and agents, may enter (and the Buyer hereby grants an unconditional and irrevocable licence for such persons to enter) the Buyer’s premises (with or without vehicles) during normal business hours to remove the Goods (the cost of which shall be borne by the Buyer) and/or may sell or otherwise deal with the Goods.

5) Price

5.1

All prices are subject to an alteration without notice. All Goods will be invoiced at the price specified on the Company’s price list at the date of invoice.

5.2

Unless otherwise agreed in writing by the Company prices set out in any of the Company’s price lists, quotations and any acknowledgement of order are exclusive of any value added, purchase or other taxes and any costs of carriage, package and insurance which shall be payable in addition to the price when the price is due.