1. Definitions

In these Conditions unless the context requires otherwise:

1.1 “Buyer” means the person or party corporate or incorporate who buys or agrees to buy Goods from the Company;

1.2 “Conditions” means the terms and conditions of sale set out in this document and any special terms and conditions agreed in writing by the Company;

1.3 “Goods” means the articles which the Buyer agrees to buy from the Company;

1.4 “Price” means the price for the Goods excluding carriage, packing, insurance and VAT; and

1.5 “Company” means Crosthwaite & Gardiner Limited of Hogge Farm, Buxted, East Sussex, England, TN22 4AX.

2. Conditions Applicable

2.1 These Conditions shall apply to all contracts for the sale of Goods by the Company to the Buyer to the exclusion of all other terms and conditions including any terms or conditions which the Buyer may purport to apply under any purchase order, confirmation of order or similar document

2.2 All orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods pursuant to these Conditions.

2.3 Acceptance of delivery of Goods shall be deemed conclusive evidence of the Buyers acceptance of these Conditions.

2.4 Any variation to these Conditions (including any special terms and conditions agreed between the Company and the Buyer) shall be inapplicable unless agreed in writing by a Director or the Secretary of the Company.

3. Severance Any Condition which is or may be void or unenforceable shall to the extent of such invalidity or unenforceability be deemed severable and shall not affect any other Condition.

4. Price and Payment

4.1 The Price shall be the Company’s quoted price. The Price is exclusive of VAT which shall be due at the rate prevailing on the date of the

Company’s invoice.

4.2 The Company may by giving notice to the Buyer at any time up to seven days before delivery of the Goods increase the Price of the Goods to reflect any increase in the cost to the Company which is due to factors occurring after the making of the contract of sale which are beyond the reasonable control of the Company (including, without limitation, foreign exchange fluctuations, taxes and duties and the cost of labour, materials and other manufacturing costs).

4.3 Payment of the Price and VAT shall be due within Thirty days of the date of the Company’s invoice. Time for payment shall be of the essence.

4.4 Interest on overdue invoices shall accrue from the date when payment becomes due from day to day until the date of payment at the rate of four per centum per annum above Barclays Bank Plc’s Base Rate from time to time in force and shall accrue at such a rate after as well as before any judgment.

5. The Goods The quantity and description of the Goods shall be as set out in the Company’s quotation.

6. Warranties and Liability

6.1 The Company warrants that the Goods supplied will at the time of delivery correspond with the description given by the Company. Except where the Buyer is dealing as a consumer (as defined in the Unfair Contract Terms Act 1977 Section 12 and/or the Unfair Terms in Consumer Contracts Regulations 1999 Regulation 3(1) all other warranties, conditions or terms relating to fitness for purpose, quality or condition of the Goods whether express or implied by statute or common law or otherwise are excluded to the fullest extent permitted by law.

6.2 In the event of any breach of these Conditions by the Company the remedy of the Buyer shall be limited to damages. Under no circumstances shall the liability of the Company exceed the Price of the Goods.

7. Delivery of the Goods

7.1 The Goods shall be delivered to the Buyer at the Company’s address. The risk in the Goods shall pass to the Buyer upon such delivery taking place

7.2 If the Buyer requests and the Company so agrees the Company shall arrange for carriage of the Goods to the Buyer’s address or as the Buyer may reasonably request subject always to the proviso that the costs of carriage and any insurance which the Buyer reasonably requests the Company to incur shall be reimbursed by the Buyer (without any set-off or other withholding whatever) and shall be due on the date for payment of the Price. The carrier shall be deemed to be the Buyer’s agent.

7.3 The Company may deliver the Goods by separate instalments. The Company may raise a separate invoice and require payment of each instalment. The failure of the Buyer to take delivery or to pay for any one or more of the said instalments of the Goods on the due dates shall entitle the Company (at the sole option of the Company):

7.3.1. without notice suspend further deliveries of the Goods pending payment by the Buyer; and/or

7.3.2 to treat the contract as repudiated by the Buyer

8. Title and Risk Ownership of the Goods shall not pass to the Buyer or any Sub-Buyer until they are fully paid for but the risk in the Goods shall be borne by the Buyer from the date of delivery by the Company or its agents to the Buyer or as the Buyer may direct.

9. Intellectual Property The specification and design of the Goods (including the copyright, design right or other intellectual property in them) shall as between the Company and the Buyer be the property of the Company. Where any designs or specifications have been supplied by the Buyer for manufacture by the Company or to the order of the Buyer then the Buyer warrants that the use of those designs or specifications for the manufacture, processing, assembly or supply of the Goods shall not infringe the rights of any third party.

10. Return of Goods

10.1 No Goods delivered to the Buyer which are in accordance with the contract will be accepted for return without the prior written approval of the Company given by a Director or the Secretary of the Company on terms to be determined at the absolute discretion of the Company.

10.2 If the Company agrees to accept any such Goods for return the Buyer shall be liable to pay a handling charge equivalent to Fifteen per cent of the invoice price. Such goods must be returned by the Buyer carriage paid to the Company in the same state and condition as they were in when delivered to the Buyer.

10.3 Goods returned without the prior written approval of the Company may at the Company’s absolute discretion be returned to the Buyer or stored at the Buyer’s cost without prejudice to any rights or remedies the Company may have.

11. Set-Off and Counterclaim The Buyer may not withhold payment of any invoice or other amount due to the Company by reason of any right of set-off or counterclaim which the Buyer may have or allege to have or for any reason whatever.

12. Third Party Rights The provisions of the Contracts (Rights of Third Parties) Act 1999 shall not apply to these Conditions or to any contract made between the Company and the Buyer and no person who is not a party to any such contract shall have any right under that Act to enforce any term of such contract.

13. Law and Jurisdiction The law of England and Wales shall apply and all disputes arising out of any contract between the Company and the Buyer shall be subject to the exclusive jurisdiction of the Courts of England and Wales save that the Company shall be entitled to institute legal proceedings for the recovery of monies due to the Company or in the pursuit of any of the Company’s remedies against the Buyer in any Court having competent jurisdiction in the country to which the Goods may have been directly or indirectly exported.