ADCOCK REFRIGERATION AND AIR CONDITIONING LTD CONDITIONS OF PURCHASE (GOODS AND SERVICES)

1. CONTRACT

1.1. Every order ("Order") which Adcock Refrigeration and Air Conditioning Limited (the "Company") places with the supplier named in the Order (the "Supplier") (together "the Parties") constitutes an offer by the Company to contract with the Supplier for the purchase of the goods and/or acquisition of the services described in the Order (the "Goods" and/or "Services") subject to these conditions of purchase ("these Conditions"). A contract for the supply of the Goods and/or Services (a "Contract") shall be formed only if the Supplier unconditionally accepts the Order in writing or unconditionally commences delivery of the Goods or performance of the Services.

1.2. These Conditions shall apply to and be incorporated into all Contracts between the Supplier and the Company and shall prevail over any inconsistent terms or conditions referred to in any quotation, acknowledgement of order or other document issued by the Supplier or implied by trade custom, course of dealing or otherwise.

1.3. No variation or addition to these Conditions, the Order or the Contract shall be effective unless agreed to in writing by an authorised representative of the Company.

2. MATERIALS

2.1. All instructions, drawings, sketches, models, samples, designs, works (literary or otherwise), technical information and other proprietary information or materials ("Materials") supplied (free of charge or otherwise) to the Supplier by the Company and all intellectual property and other rights in such Materials shall remain the property of the Company and shall be returned promptly to the Company together with all copies thereof upon completion of the Contract or immediately upon the Company's earlier request.

2.2. Any Materials prepared by the Supplier in connection with the Contract shall be submitted to the Company for approval prior to performance of the Contract. All rights in such Materials shall vest automatically upon creation of the same and remain in the Company and may be used by the Company freely for any purpose whatsoever and the Supplier shall at the request and cost of the Company do all such things and execute all such documents as may reasonably be required to perfect the Company's rights in and title to such Materials.

2.3. No Materials referred to in Clauses 2.1 and 2.2 shall be copied, disclosed or used by the Supplier except strictly for the purposes and to the extent necessary for the Supplier to fulfil the Contract.

2.4. The quantity, quality and description of the Goods and/or Services shall be as specified in the Order and/or any applicable Materials supplied by the Company to the Supplier or approved by the Company in writing.

2.5. The Supplier shall not unreasonably refuse any request of the Company to inspect and test the Goods during manufacture, processing or storage at the premises of the Supplier or those of any third party prior to dispatch, and the Supplier shall provide the Company with all facilities reasonably required for inspection and testing. If as a result of such inspection or testing the Company is not satisfied that the Goods will comply with the Contract, the Supplier shall immediately upon request by the Company take such steps as are necessary to ensure compliance.

3. PRICE OF GOODS AND SERVICES

3.1. The price of the Goods and/or Services shall be as stated in the Order and, unless otherwise expressly agreed in writing by the Company, shall be:

3.1.1. exclusive of any Value Added Tax (which shall be payable by the Company subject to receipt of a VAT invoice), but inclusive of all other duties or levies of whatever nature payable on the Goods and/or Services; and

3.1.2. inclusive of any expenses to be incurred by the Supplier in performing the Contract including without limitation (in respect of Goods) any packaging, carriage, loading, handling, freight, insurance and installation charges and (in respect of Services) any insurance, call-out charges and travel, accommodation and subsistence expenses to be incurred by any employees, agents, authorised representatives or approved sub-contractors of the Supplier in performing Services.

3.2. No increase in the price may be made without the prior agreement of the Company in writing.

3.3. The Company shall be entitled to any discount for prompt payment, bulk purchase or volume of purchase customarily granted by the Supplier.

4. TERMS OF PAYMENT

4.1. The supplier shall be entitled to invoice the company on or at any time after all of the Supplier’s obligations under the Contract in relation to the Goods and/or Services to which the Contract relates have been discharged.

4.2. Unless otherwise stated in the Order, the Company will pay the price of the Goods and/or Services within 60 days or receipt of a proper invoice, or, if later, within 60 days of its acceptance of the Goods and/or Services.

4.3. The Company shall be entitled to set off against the price of the Goods and/or Services any sums owed to it by the Supplier.

5. DELIVERY AND PERFORMANCE

5.1. Unless otherwise stated in the Contract, the Goods shall be delivered to and the Services shall be provided at the delivery address stated in the Order on the date or within the period stated in the Order, in either case during the Company's usual business hours unless otherwise requested in writing by the Company.

5.2. Where the date of delivery of the Goods or provision of the Services is to be specified by the Supplier after the placing of the Order, the Supplier shall give the Company reasonable notice of such date and if unacceptable to the Company shall agree an alternative date.

5.3. The time stated for delivery of the Goods and performance of the Services is of the essence of the Contract. If the Goods and/or Services are not delivered or performed by the date stated in the Order or determined in accordance with Clause 5.1 or 5.2 (or where no date has been agreed, by such date as the Company may consider reasonable) the Company shall have the right (without prejudice to any other right or remedy) to terminate the Contract either in its entirety or with respect to such Goods or Services as the Company shall in its absolute discretion decide.

5.4. If the Company terminates the Contract (wholly or in part) under Clause 5.3 then the Company shall be entitled to purchase substitute goods or services elsewhere and to recover from the Supplier any direct or indirect loss and additional costs incurred, and the Supplier shall indemnify the Company against such loss and additional costs.

5.5. Prior to delivery or collection of the Goods the Supplier shall ensure that the Goods and/or any packing are properly marked with all information reasonably necessary for identification purposes and any information reasonably necessary for the safe handling and use of the Goods.

5.6. The Supplier shall properly pack all Goods so that they shall not be damaged in transit (whether during the course of delivery to or collection by the Company or onward delivery to any other location for whatever purpose).

5.7. Any document signed by the Company on or shortly after delivery of Goods or performance of Services shall be deemed to be simply an acknowledgement of delivery or performance and shall not be construed as an acceptance on the part of the Company that the Goods or Services comply with the Contract or acceptance by the Company of any conditions of the Supplier incorporated in or referred to in such document.

5.8. The Company shall not be obliged to return to the Supplier any packaging or packing materials for the Goods whether or not the Goods are accepted by the Company.

5.9. If for any reason the Company is unable to accept delivery of Goods and/or performance of Services when tendered for delivery or performance on the date stated in the Order or otherwise agreed with the Supplier in writing:

5.9.1. risk in the Goods shall remain with the Supplier;

5.9.2. the Supplier shall store the Goods at its own expense and take all reasonable steps to prevent loss or deterioration of or damage to the Goods;

5.9.3. the Supplier shall subsequently re-deliver the Goods and/or re-perform the Services at such time(s) as the Company shall reasonably request;

5.9.4. if the Supplier is to incur additional expenses in re-delivering the Goods or re-performing the Services the Company shall meet any reasonable additional expenses to be incurred by the Supplier, provided that the Supplier obtains its prior approval of the amount of such expenses; and

5.9.5. the Goods and/or Services shall be invoiced at the date of actual delivery or performance, rather than at the date on which originally tendered for delivery or performance by the Supplier.

6. RISK AND TITLE

6.1. Subject to the Supplier packing the Goods in accordance with Clause 5.6, the risk of loss or deterioration of or damage to Goods shall pass to the Company upon actual delivery of the Goods to the Company (but without prejudice to any right of the Company to reject the Goods under these Conditions or otherwise).

6.2. Title in the Goods shall pass to the Company upon payment for the Goods or (if earlier) when risk in the Goods passes to the Company.

7. WARRANTIES AND LIABILITY

7.1. The Supplier warrants to the Company that for a period of 12 months from being put into use (or such longer period as may be agreed by the Supplier) the Goods

7.1.1. will be of satisfactory quality, fit for their normal purposes and any particular purpose made known to the Supplier by the Company; and

7.1.2. will be free from defects in design, materials and workmanship; and

7.1.3. will comply with all legal or other requirements or the United Kingdom and any other relevant territories including if applicable with any relevant British Standard, European Standard or International Standard; and

7.1.4. will be of the substance, composition, quality and quantity described in the Order and otherwise comply with all requirements of the Company expressed in the Order; and

7.1.5. will correspond with any Specifications supplied by the Company to the Supplier in accordance with the Contract or prepared by the Supplier.

7.2. It shall be the sole responsibility of the Supplier (as acknowledged expert in relation to Goods of the type to be supplied by it under the Contract) to ensure that Goods corresponding with Specifications supplied by the Company to the Supplier will comply with the warranties contained in Clauses 7.1.1 to 7.1.4 (inclusive). In the event that the Supplier is of the opinion that Goods supplied in accordance with any such Specifications will not conform to such warranties, it shall so notify the Company in writing prior to performance of the Contract.

7.3. The Supplier warrants to the Company that the Services will be performed by appropriately qualified and trained personnel with due care and diligence and to such high standard of quality as it is reasonable to expect in all the circumstances.

7.4. If any Goods or Services (or any part of them) do not conform to the requirements of this Clause 7 then (without prejudice to any other remedy of the Company) the Company may at its option:

7.4.1. reject the Goods and/or Services (or any part of them), in which case the supplier shall at the Company’s direction immediately issue a credit note or re-pay the price paid for such Goods and/or Services, and (in the case of Goods shall promptly collect such Goods from the Company, which shall hold such Goods at the Supplier’s risk pending such collection); or

7.4.2. do such things as may be necessary to render such Goods or Services in accordance with this Clause 7 and set the cost of so doing off against any sums owed by the Company to the Supplier or otherwise charge the Supplier for such costs.

8. INDEMNITY

8.1. The Supplier shall indemnify and at all times keep the Company, its agents, employees, officers, subsidiaries, associated companies, successors and assigns indemnified from and against any and all liability, damage, loss, costs and expenses directly or indirectly arising from or consequential upon: 8.1.1 any alleged or actual infringement of the intellectual property rights of any third party resulting from the purchase, use or resale by the Company, its servants, agents or customers of the Goods or Services (or any part of them);

8.1.2. any act or omission in the performance of or in connection with any of the obligations undertaken by the Supplier under the Contract whether by reason of the negligence of the Supplier its agents, employees or sub-contractors or their agents or employees or otherwise but excluding any such liability, damage, loss, cost or expense arising directly from negligence on the part of the Company;

8.2. any liability under the Consumer Protection Act 1987 in respect of the Goods.

9. TERMINATION

Without prejudice to any other right or remedy available to the Company the Company shall be entitled to terminate the Contract immediately by written notice:

9.1. Unless If the Supplier (being a partnership) is unable to pay its debts or if the Supplier (being a company) adopts a resolution for its winding up (unless it is part of a solvent reconstruction or amalgamation) or if any petition is presented for the appointment of an administrator or receiver or to wind up the Supplier or a receiver or an administrator receiver is appointed in a respect of any part of the Supplier’s undertaking or assets (or upon the happening of any analogous event under any foreign jurisdiction); or

9.2. if any other contract between the Parties is terminated by the Company for whatever reason; or

9.3. if the Supplier refuses or fails to make deliveries of any Goods of perform any Services when or within the time specified in the Order and in all respects in accordance with the Contract or refuses or fails to perform any other obligations under the Contract.

10. GENERAL

10.1. Any failure or neglect by the Company to enforce at any time any provision of the Contract shall not be construed nor deemed to be a waiver of any of the Company’s rights under or arising from the Contract.

10.2. The Supplier shall keep confidential the terms of the Contract and its status as a supplier of the Company.

10.3. The Supplier shall not assign or sub-contract any of its obligations under the Contract without obtaining the prior written approval of the Company.