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STANDARD TERMS AND CONDITIONS

1. CONDITIONS OF CONTRACT In these Conditions of sale:

"the Contract" shall mean the contract for sale or supply of the Services by the Seller to the Buyer. "the Seller" shall mean CRAWFORD COLLETS LTD or its successors, assignees, sub-contractors and/or agents. "the Buyer" shall mean any person or persons firm or firms company or companies authority or authorities who shall order or buy the Services and shall include his or their successors, executors and personal representatives. "the Services" shall mean any Services forming the subject matter of this Contract including parts and components of or materials incorporated in them (including all replacements and renewals thereof and all accessories and additions thereto whether added or made before or after the date of the relative order). "the Quotation" means any quotation or tender issued by the Seller.

2. CON​TRACT

2.1 The right is reserved to withdraw or cancel any quotation or tender without notice at any prior to acceptance and quotations and tenders shall be deemed to be withdrawn if not accepted by way of an order from the Buyer within 90 days from the date hereof and are subject to acknowledgement as stated below.

2.2 No quotation by the seller shall constitute an offer. No order placed with the Seller shall be binding on the Seller or deemed to be accepted by the Seller unless and until a written and unqualified acknowledgement of such Order is issued to the Buyer by the Seller. The Seller shall not be bound by any terms or conditions set out in the Buyer's order and these Conditions of Sale shall supersede and prevail over any other terms and conditions stipulated or referred to by the Buyer. No previous correspondence, writings, telexes, faxes, telegrams or verbal communication between the Buyer and the Seller regarding the Services shall form any part of it or be incorporated into the Contract.

2.3 No variation hereto shall be of any effect unless expressly agreed to in writing by a Director of the Seller, and the amount to be paid for such variation shall be as stated by the Seller.

3. PRICE

3.1 The prices set out in the specification issued by the Seller are based upon the prices and costs of raw materials, labour, overhead expenses etc., current at the date of quotation but may be varied by the Seller to take account of any increase in any of such prices or costs which may occur at any time before the Contract is completed. Any alteration by the Buyer in design, quantities, specification or other instructions and any suspension of work following on the Buyer's instructions or any failure by the Buyer to give timeous instructions will give rise to adjustment of the price of the Seller's costs are thereby increased: in any such case the price(s) to be paid by the Buyer shall instead of the price(s) stated in the specification issued by the Seller be the price(s) ruling at the date of receipt of the Goods.

3.2 Quotations are based on the Buyer's specifications as given to the Seller and the Buyer shall be liable to pay for all the Services completed by the Seller in accordance with such specifications notwithstanding that the Buyer has provided erroneous information within its specifications.

3.3 Quotations of price will normally be given by the Seller in pounds sterling, but in the event of a quotation being given in a currency other than sterling and the exchange rate on the date any payment falls due being different from that on (a) the date of the quotation or (b) the date of acceptance of the Buyer's order, whichever is the earlier the Seller shall have the right to make such adjustments as it may reasonably consider necessary to take account of such difference. 3.4 All prices are quoted net and are exclusive of Value Added Tax.

3.5 Any invoice disputes are to be raised within 7 days of receiving it.

4. DELIVERY

4.1 The Buyer will be responsible for providing arranging Delivery & Collection for their Goods on which we have completed the Service on.

5. PAYMENT

5.1 Payment without any discount or deferment on account of disputes or costs claimed is due immediately at time of order. Authorised account holders payment is due 30 days from of the end of the month in which the invoice for payment is rendered.

5.2 In the event of the Customer failing to make payment to the Seller pursuant to paragraph 5.1 above interest shall accrue and be paid by the Customer on all such unpaid sums at the rate of 10% of the invoice.

5.3 If the Buyer fails to pay any instalment on the date it becomes payable the whole of the balance of the price then outstanding shall become payable at once.

5.4 The Seller reserves the right to demand security for payment at any time before continuing with or delivering any order.

5.5 The seller is to be entitled to a lien (right to retain) on any Goods or chattels which the Seller has belonging to the Buyer until the Buyer discharges all its liability to the Seller.

5.6 The Seller is to be entitled to charge storage on any goods or chattels which the Seller has belonging to the Buyer and also reserved the right to dispose of any such Goods or chattels following 30 days’ notice to the Buyer.

6. INSOLVENCY/DEFAULT

If the Buyer-

6.1 being a Company:

6.1.1 has a petition for its winding-up, or

6.1.2 passes a resolution for voluntary winding-up (other than for the purpose of a bona fide amalgamation or reconstruction); or

6.1.3 compounds with its creditors; or

6.1.4 has a receiver or Administrator appointed over all or any of its assets; or

6.2 being an individual

6.2.1 becomes bankrupt or insolvent; or

6.2.2 enters into any arrangement with his/her creditors; or

6.2.3 commits a serious breach of this agreement (and in the case of such a breach being remediable, fails to remedy it within 7 days after receiving notice to do so), the price of all Goods invoiced and delivered shall immediately become due and payable to the Seller and in addition the Seller shall have the right in its absolute discretion to cancel or suspend forthwith any Contract subsisting with the Buyer without prejudice to the Seller's rights to recover any loss or damage sustained.

7. PASSING OF OWNERSHIP AND RISK

7.1 Risk in the Goods shall pass to the Buyer when the Goods are delivered to, or collected by, the Buyer or its agent.

7.2 Notwithstanding risk in the Goods passing in accordance with clause 7.1 hereof title in the Goods shall not pass to the Buyer until whichever shall be the first to occur of the following:

7.2.1 payment being received by the Seller for the Goods and no other amounts then being outstanding from the Buyer to the Seller in respect of other Goods supplied by the Seller; 7.2.2 the Buyer selling the Goods in accordance with the provisions of these terms and conditions in which case title to the Goods shall be deemed to have passed to the Buyer immediately prior to delivery of the Goods to the Buyer's customer; and

7.2.3 the Seller by a Director of the Seller expressly agreeing in writing to waive its rights under clause 7.2 in respect of specified Goods shall forthwith vest in the Buyer.

7.3 Before title is passed to the Buyer under clause 7.2 and without prejudice to any of its other rights, the Seller shall have the right to recover or resell the Goods or any of them and may enter upon the Buyer's premises by servants or agents for that purpose at any time without notice in which the Goods or any part thereof are installed, stored or kept or is reasonably believed so to be.

7.4 Until payment due under all contracts between the Buyer and the Seller has been made in full:

7.4.1 the Buyer shall hold upon trust for the Seller the Goods and altered Goods and shall insofar as may be possible store them in such a way that they may be identifiable as the property of the Seller and separate from all other goods in the Buyer's possession;

7.4.2 in the event of the sale or hire of the Goods or altered Goods by the Buyer he shall hold the proceeds of such sale for hire on trust for the Seller in a separate bank account opened by the Buyer for this purpose.

7.4.3 the seller shall be entitled to trace all such proceeds of sale or hire charges received by the Buyer through any bank or other account maintained by the Buyer and the Buyer will provide every assistance free of charge to the Seller for same.

7.4.4 in the event of sale or hire of the Goods or altered Goods by the Buyer in the ordinary course of its business the Buyer shall assign its right to recover the selling price or hire charges from the third parties concerned to the Seller if required to do so in writing by the Seller.

7.5 As the insurable risk shall pass to the Buyer as soon as the goods are delivered to it, or to its order, and pending disposal, the Buyer shall keep the Goods insured in the amount of the price at which the Goods are sold to the Buyer against all insurable risks.

7.6 If Goods are destroyed by an insured risk prior to the same being paid for by the Buyer, the Buyer shall receive the proceeds of any such insurance as trustee for the Seller.

8. CANCELLATION

8.1 The Buyer is not permitted to cancel this Contract except with the written consent of a Director of the Seller.

8.2 Where there is an agreed cancellation as permitted by paragraph 8.1 above, the Buyer shall pay to the Seller a sum to be determined, representing liquidated damages to compensate the Seller against all losses incurred as a result of this cancellation.

9. CONSEQUENTIAL LOSS

The Seller shall not be liable for any consequential or indirect loss suffered by the Buyer whether this loss arises from breach of a duty, Contract or tort, or in any other way (including loss arising from the Seller's negligence). Non-exhaustive illustrations of consequential or indirect loss would be: (a) loss of profit; (b) loss of contracts; (c) damage to property of the Buyer or anyone else.

10. EXCLUSION AND LIABILITY

10.1 Save insofar as the Seller has expressly undertaken liability in writing by a Director of the Seller under the conditions contained herein.

10.1.1 all express and implied warranties or conditions statutory or otherwise as to the quality or fitness of materials used, Goods supplied, work or design done, or any other matters are expressly excluded.

10.1.2 the Seller shall be under no liability of whatsoever nature for any loss or damage whether direct or indirect consequential or otherwise howsoever arising and whether caused by the Seller by reason of any breach of contract negligence or otherwise howsoever arising and whether caused by the Seller its servants or agents in an other way whatsoever.

10.2 It is expressly agreed that the Seller shall be under no liability whatsoever to indemnify the Buyer against:

10.2.1 loss damage or injury consequential or otherwise of whatsoever nature and whensoever and howsoever arising for which the buyer may be liable to third parties as a direct or indirect result of any act or omission by the Seller its servants or agents.

10.2.2 claims in respect of death or injury howsoever caused to any of the Buyer its servants or agents or employees or to any servant agent or employee of any other Sellers, sub-purchaser or other persons to whom the Buyer may be liable in damages as a direct or indirect result of any act or omission by the Seller its servants or agents.

10.3 The Seller does not make any representation, assurance, or guarantee of the items quality, accuracy or suitability. Unless agreed in writing with a director prior to Contract starting.

11. SUBCLAUSES

Each of the subclauses in this contract are to be treated as separate and independent.

12. WAIVER

The waiver or forbearance or failure of the Seller in insisting in any one or more instances upon the performance of any provisions of this agreement shall not be construed as a waiver or relinquishment of the Company's rights to future performance of such provision and the purchaser's obligation in respect of such future performance shall continue in full force and effect.

13. NOTICES

Any notice to be given under the contract shall be in writing and telexed sent by facsimile transmission or by first class prepaid letter post to the receiving party at its business address as last notified in writing to the other party and shall be deemed to have been given on the date of the date of telex or facsimile transmission or on the day following that on which the notice was posted.

14. LEGAL CONSTRUCTION

The construction and operation of this contract and of any Contract between the Seller and the Buyer is to be construed and governed in all respects and in accordance with English law, and the parties hereto agree to submit to the exclusive jurisdiction of the English Courts as regards any claim or matter arising under this Contract.

15. COUNTY COURT JURISDICTION

The Warwickshire County Court shall have jurisdiction for all County Court matters arising out of the Services under this Contract.