Terms of Business of

MONTROSE FASTENERS LTD

(hereinafter referred to as ‘the company’)

GENERAL

1.1 All contracts entered into for the sale or supply of goods between the Company and yourself/yourselves (herein referred to as ‘the Buyer’) after the date hereof shall be subject to the following conditions.

1.2 Any tender or quotation will have effect only for seven days from the date thereof and then will be subject to Clause 1.3.

1.3 A contract to sell or supply goods shall be created only when the Company has accepted, either in writing or orally by conduct. An offer from the Buyer for the purchase by or supply to it of goods and such acceptance and contract shall be subject to these conditions.

1.4 These conditions shall override any representation made to the Buyer or any terms conditions or warranties stipulated incorporated or referred to by the Buyer prior to the contract or in the Buyers Order unless the Company expressly in writing otherwise agrees.

1.5 Where goods are sold subject to being held in stock by the Company, the Company shall be entitled to wave that condition at any time before the expiry of seven days from the date of the Contract

1.6 Non Standard Orders. Where the customer orders goods or materials of a type, size or quality not normally produced by the Company, the Company will use all reasonable endeavours to execute the order, but if it proves impossible, impracticable or uneconomical to carry out or complete the order, the Company reserves the right to cancel the contract or the uncompleted balance thereof, in which event the Customer will only be liable to pay for the part thereof actually delivered.

1.7 Quotations, offers and tenders are for the whole of the goods or services for which quotations are given by the Company and the Company reserves the right to refuse acceptance of any order which constitutes only part of the goods or services forming the subject to the quotation, offer or tender.

1.8 A quotation is open for acceptance for a period of twenty-one days from the date of the quotation. The Company reserves the right to re-quote after this date.

PRICE

2.1 The prices charged by the Company are stated net ex-Works and will be those ruling at the date of dispatch of the goods. The Company accordingly reserves the right in its unfettered discretion to vary the price from that quoted or from that prevailing at the contract date to take account of any rise and fall in the cost of materials, labour, services, transport or statutory charges between the date of the contract and the date of dispatch

2.2 Should overtime be worked in respect of the goods before dispatch at the request of the Buyer the additional cost shall be charged at the then current rate as an extra and added to the price.

2.3 Any samples submitted by the Company shall be paid for the Buyer at the equivalent price unless the Company in its discretion agrees to wave payment.

2.4 Prices do not include the cost of packing cases which will be charged for separately, but the amount charged will be credited in full upon the return of the cases in good condition to the company Works

2.5 Value Added Tax (or any other similar tax in force from time to time) shall be added to the contract price of the goods and any samples.

2.6 All goods are sold ‘ex-Works’ unless otherwise stated, if the Company arranges or undertakes the carriage, freight, insurance and provisions of the contract as to the passing of risk.

DELIVERY

3.1 The goods shall be deemed to have been delivered to the Buyer at the moment of passing of the risk as mentioned in Clause 6

3.2 The quoted time for dispatch or delivery shall not be of the essence of the Contract and shall run from the acceptance of the Buyers order or if later the receipt by the Company of all necessary information and drawings to enable it to proceed with the order.

3.3 The time for dispatch or delivery shall be extended by a reasonable period if delay in dispatch or delivery is caused by instructions or lack of instructions from the Buyer or by strikes, lockouts or other industrial action or any cause beyond the Company’s reasonable control (including but not limited to failure of suppliers of raw material or components to fulfil their contacts with the Company)

3.4 In all cases where the contract provides for delivery by instalments or part deliveries each instalment or part delivery shall be deemed to be a separate contract and cancellation of any one instalment or part delivery shall not avoid or affect contracts as to the other instalments or part deliveries

3.5 The Company reserves the right to dispatch and invoice any part of any order when available

3.6 If the Buyer refuses to take delivery of the goods, the Company will charge for return transport and storages

STORAGE

3.7 If the Company should notify the Customer in writing when goods are ready for despatch or collection and if the Customer fails to call upon the Company to make delivery of the goods or to collect the same within 14 days of such notification, then the Customer shall pay to the Company a reasonable charge for the storage area insurance of the goods from 14 days after such delivery notification until the Customer actually calls upon the company to make delivery thereof or collect the same from the Company

3.8 Unless otherwise agreed in writing the Company reserves the right to charge the Customer the cost of transportation on all orders

3.9 The Company reserves the right to re-charge to the Customer any demurrage costs incurred in the event of vehicles being unduly delayed at the Customer’s or Consignee’s works when delivering.

MEASUREMENTS AND QUANTITIES

4.1 All goods supplied whether or not specifically made or cut to size are subject to 10% variance above or below the weights and dimensions stated in the Contract

4.2 No claim for shortages, measurements, quantities or for material damaged in transit, will be considered by the Company unless

(a) An appropriately qualified signature i.e. ‘material damaged (together with description of damage) signed’ is made by the Customer on the delivery note

(b) The company is advised in writing in addition to (a) above. Within three days of receipt of material

(c) unexamined signatures are NOT acceptable.

No allowance for claims for short weight will be made unless the Company is given the opportunity of verifying same within three days and advised in writing as above

4.3 The Company warrants that the goods are within usual Mill tolerances as to quality and finish and will replace or refund the price of any goods which to don’t comply with this warranty provided the goods are returned in the condition in which they were supplied having firstly agreed to do so upon receipt, in writing, within three days of defect. As the Company is generally unaware of the use to which its goods will be puts, all conditions and warranties as to fitness for purpose whether expressed or implied and whether arising by stature, custom of the trade or at common law, are excluded. The Company shall not be liable for loss of profit, damage to plant. By statute, custom of the trade or at common law, are excluded. The Company shall not be liable for loss of profit, damage to plant, claim for work done, or for any consequential or special lass of damage sustain3d by the Buyer as a result of any break of Contract by the Company

4.4 Where weighted weight is chargeable, the count is not guaranteed. Any claims based solely on count cannot be accepted Resheared materials are charged on the basis of gross weight before re-shearing and charged accordingly. Off cuts will only be supplied at the Customers specific request.

TESTING AND INSPECTION

5.1 Testing and inspection if specified by the Buyer or his Agent shall be a the Companies works and such testing and inspection shall be final and conclusive as the results thereof

5.2 The Company shall not be obliged to produce test and performance certificates or safety critical certificates unless requested by the Buyer and accepted bye the Company in writing

5.3 The Company has no facilities for mechanical or metallurgical examination of its stocks or of material supplied to it and issues no mechanical or metallurgical test certificates if requested by the Customer the Company will supply to the Customer a copy of any test certificate which may have been given to the Company by its suppliers if available, but the Company does not warrant the accuracy of such certificate and accepts no liability in respect thereof or for any loss resulting from an inaccurate or incorrect certificate

RISK

6.1 Subject to Clause 6.2 below the risk in the goods shall pass to the Buyer on dispatch of the goods from the Company’s works to the destination specified by the Buyer

6.2 The risk in the goods which under the contract are to be delivered by the Company in its own transport shall pass at the time of unloading of the goods at the buyers works or at such other place as the Buyer may have specified

6.3 Where delivery is made by the Company’s transport the Company shall not be liable for any loss or damage of or to the goods in the course of transit unless the Company is notified in writing within three days of delivery of the loss or damage complained of

PAYMENT

7.1 Unless the contract is an export sale as defined in Clause 9 and subject to approval of client payment is due on the last of the month immediately following the month of delivery of the goods

7.2 In the event payment is not made on or before the due date, interest shall be payable by the Buyer on the sum due for the goods or on any outstanding part thereof to 3% above Minimum Lending Rate from time to time from the due date until payment is made. The Company reserves the right at any time to demand full or partial payment before proceeding further with an order

7.3 The Buyer shall not be entitled to withhold payment of any sums due to the Company be reason of disputed claims of the Buyer for defective goods or alleged break of contract by the Company

7.4 Should default be made by the Customer in paying any sum due under any contract the Company at its option shall entitled either to suspend supplied until the default is made good or treat such default as a repudiation of the contract in which case the Customer shall (without prejudice to any right which the Company may have to the return of any goods or the payment of any compensation or damaged by the Customer) pay the company’s reasonable charges incurred in the course of all preparation of any kind whatsoever made by the Company or in the course of any part performance of the contract by the Company (a) in addition to any other rights which the Company may have by law, the Company shall also have a general lien over all goods in it possession belonging to the Customers order or which may have been sold or agreed to be sold to the Customer, whether paid for or not, for any moneys due from the Customer to the Company (b) if any lien (whether general as above or particular) is not satisfied within four weeks after payment of such moneys is due to the Company may give to the Customer at its last know address four weeks notice drawing attention to the substance of this term and on the expiration of such notice the Company may at its absolute discretion sell such goods as agents for the Customer and apply the proceeds towards the moneys due and the expenses of sale, and shall upon accounting to the Customer for the balance remaining, if any, be discharged from all liability whatever in respect of the goods,

EXPORT SALES

8.1 The Conditions shall apply if the Contract is an Export Sales that is to say a Contract between the Company and a Buyer which is outside Great Britain.

8.2 The Company shall discharge its obligations by presentation of the shipping documents i.e. the invoice and Bill of Lading or Delivery Order to the Buyer or his Agent. Where the contract is on C.I.F or C&F terms the Bill of Lading shall be freight prepaid and in the case of a C.I.F contract the certificate of insurance shall be deemed to be a shipping document.

8.3 The contract price shall be paid against presentation of the shipping documents and an irrevocable letter of credit in pounds sterling issued by a London Cleaning Bank for the said price shall be presented to the Company at least three working days before shipment

8.4 The Buyer hereby warrants that if an Import Licence or permit is required for the importation of the goods into the country of destination then such import Licence or permit has been obtained or will be obtained prior to shipment.

8.5 Where goods are sold FOB the responsibility of the Seller should cease immediately the goods are placed on board ship and the Seller shall be under no obligation to give the Buyer the notice specified in Section 32/3 of the sale of goods act 1893

TITLE

9 Until full payment for the goods has been received by the Company

9.1 The property in the goods shall remain in the Company

9.2 The Buyer shall keep and store the goods in such a manner that they can be identified as being the property of the Company

9.3 Subject to Clauses 9.4 and 9.5 the Buyer shall be at liberty to sell the goods in the ordinary course of business on the basis that the proceeds of sale shall be the property of the Company and held in trust by the Buyer of the Company absolutely

9.4 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 whatsoever due to the Company whether under this contract or otherwise or if the Company has bona fide doubts as to the solvency of the Buyer

9.5 The Buyers power of sale shall automatically cease if a receiver or manager is appointed over any of the assets or the undertaking of the Buyer or a winding up petition is presented against the Buyer or the Buyers goes into voluntary liquidation or calls a meeting of or makes any arrangement or composition with creditors or commits any act of bankruptcy

9.6 Upon determination of the Buyers power of sale under Clause 9.4 and 9.5 the Buyers shall place the goods at the disposal of the Company who shall be entitled to enter upon any premises of the Buyer for the purpose of removing goods from the premises (including severances from the realty where necessary

LIEN

10 The Company shall have a lien on all goods of the Buyer from time to time in the possession of the Company whether pursuant to the Contract of Sale or otherwise for all amounts due to the Company hereunder or otherwise. If the buyer does not discharge the lien within 28 days of it being imposed, by payment of all amounts due, the Company shall have the right to sell the goods the subject of the lien and to deduct from the net proceeds of sale of all amounts due to the Company

QUALITY

11.1 No condition or Warranty, express or implied is given by the Company as to the quality or fitness of the goods for any particular purpose unless such purpose is expressly notified to and expressly warranted by the Company in

11.2 If any material or workmanship proves defective, and the Buyer shall notify the Company in writing of the alleged defect within six months of delivery of the goods (time being of the essence) the Company will repair or replace at their option such material free of charge, at their works, on the terms of these conditions.

11.3 The liability of the Company in respect of or consequent upon any such defect whether in original or replaced material shall not extend to any damage suffered by the Buyer of any third party whether by way of consequential damages or loss of profit or otherwise

11.4 All goods shall be supplied subject to tolerances insights and dimensions recognised in the trade

11.5     Zinc plated products are supplied at the Customers’ request and are done so in accordance with B.S. 7371 PT3 and ISO4042. Although every precaution is taken to avoid failure due to hydrogen de-embrittlement, in no event shall the company be held liable for consequential loss if any suffered by the Buyer.


GENERAL LIABILITY

12.1 Subject to Clause 10 relating to quality, the company shall not be liable for any loss of profit damage to plant machinery or extra expenditure of any consequential or other loss suffered by the Buyer or by any third party through a breach of any of its obligations under the contract through the negligence of the Company or its employees agents or contractors (except in the case of personal injury or death)

12.2 The Company shall be under no liability for any delays loss or damage caused wholly or in part by war, civil commotion, act of God or by any act done or not done pursuant to a trade dispute whether such dispute involves the Company’s servants or not

12.3 The Company shall not be granted all necessary time and other indulgences necessary in the event of fire, breakdown of machinery or other circumstances beyond its reasonable control and shall not be liable for any delays loss or damage caused thereby.

12.4 Bundling of materials is carried out only as a means of identification and or separation and for safety reasons the handling wires or strapping must not be used for lifting purposes

12.5 The buyer acknowledges that the prices of the Company’s goods are based on the assumption that the Company’s liability under any order is limited as provided under Condition 11 and 12

COMMERCIAL RIGHTS

13.1 The Buyer shall indemnify the Company against all costs expenses loss or damage incurred by if arising as a result of any claim or proceedings for or on account of infringement of letters patent trademark or trade name or registered design or any other protected right in relation to goods supplied by the Company and which were manufactured or designed by the Company in accordance with specifications and/or drawing produced to the Company by the Buyer or on its behalf

13.2 Having manufactured designed or assembled products to speciation supplied by the Buyer the Company shall in no wise or liable for any loss or damage or whatsoever nature arising in any way out of or out of the use of defective designs specifications or information supplied by or on behalf of the Buyer which will keep the Company fully and effectually indemnified in respect thereof

CANCELLATION

14 Orders placed cannot be cancelled except with the Company’s consent in writing and a charge made and on terms which will indemnify the Company against loss, and goods returned without the Company’s consent will not be accepted for credit

TERMINATION

15 The Company shall be entitled without prejudice to its others rights whether under this contract or under the general law to terminate the contract or at is opinion to suspend further deliveries in any of the following events

15.1 If the Buyer has not paid any sum due after written demand has been made for payment thereof or if the Buyer shall fail to provide any letter of credit bill of exchange guarantee or other security required by the contract

15.2 If the Buyer shall fail to take delivery of any goods under the contract otherwise than in accordance with the Buyers contractual rights

15.3 If any event mentions in Clause 9.5 of these conditions shall occur

15.4 If the Buyer is in breach of contract

15.5 If performance of this contract by the Company is prevented delayed or interrupted by rules, regulations, requisition or orders of the Government or any Local Authority or war, strike, accident, fire or shortage of labour or materials or non-delivery by the Company’s suppliers or damage to or destruction of the whole or part of the goods or any other cause beyond the Companies reasonable control and in the vent of the company lawfully suspending delivery under this clause it shall be entitled as a condition of resuming delivery to impose such conditions as to payment and or as to the provision of security for payment as It may reasonably require

STORAGE

16 If forwarding instructions are not received within 14 days of the Company giving written notice to the Buyer that the goods are ready for dispatch the Buyer shall pay in addition to the price of the goods a reasonable additional charge for storage and insurance or for the manner in which the same are provided) and the Buyer shall pay for the goods as if they had been dispatched

16.2 All hire, processing or storage of the Customers materials at the Customers risk and the Company accepts no liability for any damage to or loss of such materials howsoever arising, including transportation to or from the Customers premises

STATUTORY LIABILITY

17 Should any limitation of the Company’s liability contained in these Conditions to be held to be invalid under any applicable statute or rule of law it shall to that extent only be deemed omitted but if the Company thereby becomes liable for loss or damage such liability shall be subject to all other relevant limitations contained in these conditions

PROPER LAW

18 The above Conditions shall be construed according to the laws of England and the Company and the Buyer submit to the jurisdiction of the Courts of England in connection with any dispute or proceeding arising out of any contract containing these conditions.

SUB-CONTRACTING

19 The Company reserves the right to sub-contract the whole of any part of the contract

EXCLUSION

20 The Company does not hold out or warrant goods being it for any particular purpose whether made know to the Company or not. The Company must not rely on the Company’s skill or judgement in relation to the fitness of the materials for any purpose if the Customer requires assistance on the fitness of any goods for any purpose he should seek the appropriate professional or expert advise. The Company’s staff are not authorised to express any opinion or make any representation to the quality or the fitness of any goods for any purpose and any such opinions or representations as may be expressed by them are not binding on the Company

EXAMINATION

21 The Customer must examine carefully the goods before he collects or accepts them and he must then sign a Delivery Note, Collection or acceptance of materials by the Customer shall be conclusive evidence that he has so examined them and that (except as noted on the delivery note) they are free of defects which such examination ought to reveal.

LIMITATION OF LIABILITY (SERVICES)

22 If the Company carries out any work to the order or at the request of the Customer upon goods which are not property of the Company the Company’s liability for any failure or breach of contract will be limited to the invoice cost of the work..