CARRITECH LTD (the Company): Terms and Conditions for the Supply of Goods – Business Customers

1. Definitions, Application of these Terms and Conditions

1.1 The following terms shall have the following meanings:  ‘Business Day’ means a day other than Saturday, Sunday and public holidays; ‘Charges’ means all charges by the Company for the Goods as set out in the Invoice; ‘Company’ means CARRITECH LTD (a company registered in England and Wales under number 7260202) whose registered office is at 124 City Road, London, EC1V 2NX; ‘Conditions’ means these terms and conditions; ‘Contract’ means the agreement between the Company and the Customer for the sale and purchase of Goods incorporating these Conditions and the Invoice; ‘Customer’ means the party identified as such in the Invoice; ‘Delivery Address’ means the address for delivery of the Goods as set out in the Invoice; ‘Goods’ means the goods to be supplied by the Company to the Customer; ‘Invoice’ means the invoice sent from the Company to the Customer detailing the Goods to be supplied; ‘Warranty Period’ means 90 days unless stated otherwise in the Invoice.

1.2 The Conditions apply to and shall be incorporated into all contracts for the sale and supply of Goods by the Company to the Customer and shall prevail over all terms and conditions proposed by the Customer in any form of correspondence or orally or in its order form or purchase order or specification or confirmation of order or anywhere else (whether before or after receipt by the Customer of the Conditions and notwithstanding any purported stipulation by the Customer to the contrary) and the Contract shall supersede and exclude all prior agreements, arrangements and undertakings between the parties and prevail over all terms and conditions implied by trade custom, practice or course of dealing insofar as such terms and conditions are inconsistent herewith or additional hereto. The Conditions together with the Invoice constitute the entire agreement between the parties relating to the subject matter of the Contract.

1.3 If there is any inconsistency between terms set out in the Invoice and in the Conditions then the terms of the Invoice shall prevail.

1.4 No variation to the Conditions or Invoice shall be implied by any indulgence shown to the Customer under this or any other contract between the Company and the Customer nor by any course of dealing between them and no alteration, exclusion or waiver of any of the Conditions shall be effective or binding unless made in writing by a duly authorised representative of the Company.

2. Price

2.1 Value Added Tax and any other sales or purchase tax or duties shall be payable by the Customer in addition to the Charges and shall be charged at the rate prevailing at the date of delivery.

2.2 A delivery charge shall be agreed between the parties and shall be payable by the Customer in addition to the Charges.

2.3 An insurance charge of 1% of the total Charges shall be added to the delivery charge where the Company provides delivery.

3. Payment

3.1 Payment of invoices shall be made in full without deduction set-off or counterclaim and shall be due within 30 days of the date of Invoice or by such date for payment as is specified in the Invoice whichever is the sooner. Time for payment shall be of the essence of the contract.

3.2 Interest shall be payable on overdue amounts whether or not after judgment at an annual rate of 4% per annum above the base rate of Barclays Bank plc from time to time, to run from the date due for payment thereof until receipt by the Company of the full amount, such interest to accrue on a daily basis and be compounded weekly.

3.3 Where payment is made by means of a cheque or other negotiable instrument, the Company shall not be deemed to have received payment until the cheque or instrument has been honoured on presentation for payment, notwithstanding that the Company may have negotiated it and received value therefor.

3.4 In the event of non-payment or payment outside credit terms without prior agreement from the Company, the Company reserves the right to withhold any further supply of goods until all due payments have been made.

4. Delivery and Carriage

4.1 While reasonable efforts will be made to meet any delivery date specified in the Invoice or elsewhere, any such date is an estimate only and shall not amount to a term of the contract. In no circumstances shall the Company have any liability for any loss or damage sustained by the Customer in consequence of any failure to deliver on a particular date nor shall delay in delivery be a basis for cancellation of any order by the Customer.

4.2 The Goods will be delivered to the Delivery Address. The Goods will be deemed delivered on arrival of the Goods at the Delivery Address.

4.3 The Company may effect delivery in one or more instalments. Damage to, defects in or loss of one instalment of any order shall not entitle the Customer to cancel or to refuse to accept delivery of the remaining instalments of the order.

4.4 The Customer will co-operate fully with the Company in relation to delivery of the Goods. If the Customer refuses or fails to take delivery of the Goods, the Company shall be entitled to immediate payment in full for the Goods. All storage and transport costs incurred by the Company as a result of such refusal or failure shall be for the Customers’ account.

5. Risk

Risk in the Goods shall pass to the Customer on delivery or on delivery being tendered by the Company notwithstanding any refusal of delivery by the Customer.

6. Reservation of Title

6.1 Notwithstanding delivery, title to the Goods shall not pass to the Customer until the Company has received payment in full in respect of all Goods delivered to the Customer. Until such payment the Customer shall have possession of the Goods as bailee and fiduciary agent for the Company. The Customer shall take all measures necessary for the protection of the Goods and shall store the same separately from all other goods and shall not combine or consolidate or mix or incorporate or adapt the Goods with any other goods or materials or otherwise howsoever. The Customer shall: insure the Goods with a reputable insurer; ensure that the Goods are clearly identifiable as belonging to the Company; not remove or alter any mark on or packaging of the Goods; take all reasonable care of the Goods and keep them in reasonable condition; provide the Company with such information concerning the Goods as the Company may request from time to time.

6.2 The Customer may as fiduciary agent for the Company (save that any warranties given by the Customer shall not be binding on the Company) sell and deliver the Goods to a third party in the ordinary course of the Customer’s business for no less than the price payable to the Company in respect of such Goods on condition that all proceeds of such sale are held on trust for the Company as agent for the Company and in a separate designated trust account which shall not be commingled with any other money. The Customer agrees forthwith on receipt of written request from the Company to assign to the Company all rights and claims which the Customer may have against third parties arising from such sales until payment is made in full as aforesaid.

6.3 The Company reserves the right to repossess any Goods to which it retains title (and thereafter to resell the same) if payment for the Goods is overdue or if a resolution is passed or an order is made for the winding up of the Customer or a receiver, administrative receiver or administrator is appointed in respect of the Customer or any of its assets or the Customer becomes bankrupt or the Company reasonably apprehends that any of the above is about to occur in relation to the Customer. The Customer grants an irrevocable right and licence to the Company its employees and agents to enter upon all or any of the Customer’s premises with or without vehicles during normal business hours for the purpose of exercising this right. This right shall continue to subsist notwithstanding the termination of the contract for any reason and is without prejudice to the Company’s other rights. Any expense incurred by the Company in repossessing and/or reselling the Goods shall be borne by the Customer.

7. Force Majeure

7.1 The Company shall not be liable to the Customer in contract, tort or otherwise for any loss or damage which may be suffered by the Customer as a direct or indirect result of the supply of Goods by the Company being prevented, prohibited, hindered or delayed by reason of circumstances or events beyond the Company’s reasonable control. In such circumstances the Company shall have the option either to terminate the contract or the unfulfilled part thereof or to extend the time for delivery to a reasonable time after the relevant circumstances cease to apply.

7.2 If a limited quantity of Goods is available to the Company by reason of such circumstances or events the Company may apportion the available quantity between its Customers at its entire discretion.

8. Liability

8.1 The Company shall not be liable to the Customer in contract, tort or otherwise:

(a) for any non-delivery or shortage in quantity delivered or damage to or defects in the Goods caused by any act, neglect or default of the Customer;

(b) for any non-delivery of the Goods unless the Customer gives notice to the Company in writing of any such claim within 7 days of receipt of the relevant invoice;

(c) for shortages in quantity delivered or pre-delivery damage to or defects in the Goods which would be apparent on reasonable inspection unless notice of the same is endorsed on the delivery papers or the Customer gives notice to the Company in writing of any such claim within 7 days of delivery;

(d) for any other alleged defect in the Goods unless the Customer follows the procedure set out in clause 9.

8.2 The Company shall not be liable to the Customer, notwithstanding the notification of a claim, if legal action in respect of that claim has not been commenced and notified to the Company within 12 months of the notification of the claim. Any right of action which has become barred by lapse of time may not be exercised by way of counterclaim or set-off.

8.3 The Company may at its option make good any shortage or non-delivery and/or as appropriate replace or repair any Goods found to be damaged or defective upon delivery and repair or replacement of any such Goods shall constitute full and final satisfaction of any claim.

8.4 The Company’s aggregate liability to the Customer whether for negligence, breach of contract, misrepresentation or otherwise shall in no circumstances exceed the net price of the Goods reasonably accepted by the Company to have been defective, damaged or undelivered determined by ‘Net Price’ invoiced to the Customer Provided that this provision shall not affect any liability of the Company for death or personal injury caused by its negligence. ‘Net price’ excludes value added tax and other taxes and any other additional charges. The Company’s prices are determined on the basis of the limit of liability set out in this Condition.

8.5 Neither party will be liable for any form of indirect, consequential or special loss, or any loss of or failure to realise expected profit, revenue or savings or any other form of pure economic loss, whether any such loss is direct or indirect, and, in each case, however arising. If the Customer cancels an order prior to delivery of the Goods a cancellation fee of 25% of the total price of the Goods shall become payable.

9. Warranties

9.1 The Company warrants that the Goods will be of satisfactory quality at the time of delivery but no warranty is given that the Goods are fit for any particular purpose (whether or not such purpose has been made known to the Company).

9.2 The Company warrants all Goods against manufacturing defects for the Warranty Period;

9.3 The only remedy available under the aforesaid warranties in respect of any allegedly faulty Goods is for the Customer to return any such Goods to the Company for assessment of the fault with carriage pre-paid by the Customer. The Customer must first obtain an RMA Application Form from the Company. The Customer must then follow the RMA instructions, complete and return the RMA form to the Company for approval by the Company. Subject to approval and issue by the company of a Return Materials Authorisation number the Customer may then return the Goods in accordance with the RMA instructions. All returns shall be suitably packaged to prevent any damage.

9.4 The company or its authorised agents shall inspect any Goods returned as aforesaid. If any Goods are found to be faulty other than due to the acts or omissions or neglect of the Customer then it shall be at the sole discretion of the Company whether to repair, replace or give a credit or refund in respect of such Goods. If the fault is found to be due to the acts or omissions or neglect of the Customer then the Company has no obligation to repair, replace, refund or give credit. This represents the sole and entire remedy available to the Customer in respect of faulty Goods.

9.5 If Goods returned under clause 9.3 are found not to have any fault or the fault is found to be due to the acts or omissions or neglect of the Customer and the Customer does not wish to have the Goods re-delivered, then the Company reserves the right to charge the Customer a restocking fee of 20% of the total price of the returned Goods.

9.6 Subject to the foregoing all conditions, warranties and representations whether express or implied by statute (other than Section 12 of the Sale of Goods Act 1979), common law, usage, trade custom or otherwise in relation to the Goods are hereby excluded. No negotiations or statements made prior to the conclusion of the contract shall form part of the contract unless they are expressly repeated herein or are made in writing by a duly authorised representative of the Company.

10. Indemnities

10.1 The Customer shall indemnify the Company and keep it indemnified in respect of all claims arising directly or indirectly out of the Customer’s use or possession of the Goods except to the extent to which any claim arises directly as a result of a breach of the contract by the Company.

10.2 The Customer shall indemnify the Company and keep it indemnified in respect of all loss, damage or extra cost incurred by the Company by virtue of any request, instruction, omission to instruct, cancellation or any other action on the part of the Customer, its officers, employees, agents or contractors which is not in accordance with the contract.

11. General

11.1 Failure by either party to exercise or enforce any rights hereunder shall not be deemed to be a waiver of any such rights, nor operate so as to bar the exercise or enforcement thereof at any time or times thereafter.

11.2 The contract shall be personal to the Customer who shall have no right to assign or transfer to any other person any of its rights or sub-contract any of its obligations under the contract without the previous written consent of the Company.

11.3 The Company may assign, transfer or sub-contract its rights and obligations under the contract wholly or in part without restriction.

11.4 If any provision of these conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these conditions and the remainder of the provisions in operation shall not be affected thereby.

11.5 Any notice or other document shall be deemed to have been duly given or received if sent by pre-paid first class post, email or facsimile to the party concerned at its last known address. Notices or documents sent by first class post shall be deemed to have been given 2 Business Days after despatch and notices or documents sent by email or facsimile shall be deemed to have been given on the date of despatch unless notice of delivery failure is received.

11.6 The Contract is not enforceable by any third party under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

11.7 The Contract and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed and interpreted in accordance with the laws of England and Wales to the exclusion of any choice of law principles that would result in the choice of another country’s laws.

11.8 Subject to clause 11.7, the parties irrevocably agree, for the sole benefit of the Company that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, the Contract, its subject matter or formation (including non-contractual disputes or claims).

11.9 Notwithstanding clause 11.8, the parties irrevocably agree that the Company shall have the right to take, and shall not be prevented from taking, proceedings against the Customer to settle any dispute or claim arising out of, or in connection with, the Contract, its subject matter or formation (including non-contractual disputes or claims) in any other court of competent jurisdiction and that the Company may take such proceedings in any number of jurisdictions, whether concurrently or not, to the extent permitted by law.