1 Interpretation

1.1 Definitions:

Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Business Hours: the period from 8.00am to 5.00pm on any Business Day.

Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 15.4.

Contract: the contract between Customer and the Supplier for the sale and purchase of the Goods in accordance with these Conditions.

Customer: Greendale Services Limited (registered in England and Wales with company number 16425716).

Collection Date: the date specified in the Order, or, otherwise agreed by the Suppler and Customer in writing.

Collection Location: the address for collection of Goods as set out in the Order.

Goods: the goods (or any part of them) set out in the Order.

Order: Customer’s order for the Goods, as set out in Customer’s purchase order form, Customer’s written email acceptance of the Supplier’s quotation, or otherwise agreed in writing, as the case may be.

Specification: any specification for the Goods, including any related plans and drawings, that is agreed by Customer and the Supplier.

Supplier: the person or firm from whom Customer purchases the Goods.

1.2 Interpretation:

(a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

(b) A reference to a party includes its successors and permitted assigns.

(c) A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.

(d) Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.

(e) A reference to writing or written excludes fax but not email.

2 Basis of contract

2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Supplier seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

2.2 The Order constitutes an offer by Customer to purchase the Goods in accordance with these Conditions.

2.3 The Order shall be deemed to be accepted on the earlier of: (a) the Supplier issuing a written acceptance of the Order; or (b) the Supplier doing any act consistent with fulfilling the Order, at which point the Contract shall come into existence.

2.4 The Supplier waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Supplier that is inconsistent with these Conditions.

3 goods

3.1 The Supplier shall ensure that the Goods shall:

(a) correspond with their description and any applicable Specification;

(b) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979) and fit for any purpose held out by the Supplier or made known to the Supplier by Customer expressly or by implication, and in this respect Customer relies on the Supplier’s skill and judgement;

(c) where they are manufactured products, be free from defects in design, material and workmanship and remain so for 12 months after collection; and

(d) comply with all applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling and transportation of the Goods.

3.2 The Supplier shall ensure that at all times it has and maintains all the licences, permissions, authorisations, consents and permits that it needs to carry out its obligations under the Contract.

3.3 Customer and / or any third party authorised by it, may inspect and test the Goods at any time before collection. The Supplier shall remain fully responsible for the Goods despite any such inspection or testing and any such inspection or testing shall not reduce or otherwise affect the Supplier’s obligations under the Contract.

3.4 If following such inspection or testing Customer considers that the Goods do not conform or are unlikely to comply with the Supplier’s undertakings at Clause 3.1, Customer shall inform the Supplier and the Supplier shall immediately take such remedial action as is necessary to ensure compliance.

3.5 Customer may conduct further inspections and tests after the Supplier has carried out its remedial actions.

4 TRANSPORTATION OF GOODS

4.1 The Supplier shall ensure that:

(a) the Goods are (where applicable to the nature of the Good supplied) properly packed and secured in such manner as to enable them to reach their destination in good condition;

(b) all Goods are accompanied by a collection note which shows the date of the Order, the Order number (if any), the type and quantity of the Goods, special storage instructions (if any), the outstanding balance of Goods remaining to be delivered, if the Goods are being delivered by instalments.

4.2 The Supplier shall make the Goods available on (a) the Collection Date; (b) at the Collection Location; and (c) during Customer’s Business Hours, or as instructed by Customer.

4.3 Delivery of the Goods shall be completed on the completion of loading the Goods at the Collection Location.

4.4 The Supplier shall not deliver the Goods in instalments without Customer’s prior written consent. Where it is agreed that the Goods are to be delivered by instalments, they may be invoiced and paid for separately. However, failure by the Supplier to deliver any one instalment on time or at all or any defect in an instalment shall entitle Customer to the remedies set out in clause 5.

4.5 If the Supplier makes available for collection more or less than the quantity of Goods ordered, and the Customer confirms in writing that it accepts the revised quantity, a pro rata adjustment shall be made to the invoice for the Goods. For the avoidance of doubt, no agent, driver or customer of the Customer shall have authority to increase the quantity. If the Supplier makes available for collection less than 90% of the quantity of Goods ordered, the Customer may reject the Goods.

4.6 The Customer shall not be deemed to have accepted any Goods until it has had a reasonable time to inspect them following Collection, or, in the case of a latent defect in the Goods, until a reasonable time after the latent defect has become apparent.

5 Customer remedies

5.1 If the Goods are not delivered on the Collection Date, or do not comply with the undertakings set out in clause 3.1, then, without limiting any of its other rights or remedies, and whether or not it has accepted the Goods, Customer may exercise any one or more of the following rights and remedies:

(a) to terminate the Contract;

(b) to reject the Goods (in whole or in part) and return them to the Supplier at the Supplier’s own risk and expense;

(c) to require the Supplier to repair or replace the rejected Goods, or to provide a full refund of the price of the rejected Goods (if paid);

(d) to refuse to accept any subsequent supply of the Goods which the Supplier attempts to make;

(e) to recover from the Supplier any costs incurred by Customer in obtaining substitute goods from a third party; and

(f) to claim damages for any other costs, loss or expenses incurred by Customer which are in any way attributable to the Supplier’s failure to carry out its obligations under the Contract.

5.2 If the Goods are not available on the Collection Date Customer may, at its option, claim or deduct by way of liquidated damages 2% of the price of the Goods for each week’s delay in collection until the earlier of collection or termination or abandonment of the Contract by Customer, up to a maximum of 20% of the total price of the Goods. If Customer exercises its rights under this Clause 5.2, it shall not be entitled to any of the remedies set out in Clause 5.1 in respect of the Goods’ late delivery (but such remedies shall be available in respect of the Goods’ condition).

5.3 These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.

5.4 Customer’s rights and remedies under these Conditions are in addition to its rights and remedies implied by statute and common law.

6 Title and risk

Title and risk in the Goods shall pass to Customer on completion of collection of the Goods.

7 Price and payment

7.1 The price of the Goods shall be the price set out in the Order.

7.2 The price of the Goods excludes amounts in respect of value added tax (VAT), which Customer shall additionally be liable to pay to the Supplier at the prevailing rate, subject to the receipt of a valid VAT invoice.

7.3 No extra charges shall be effective unless agreed in writing with Customer.

7.4 The Customer shall supply a copy of the waybill to the Supplier within 14 days of Collection. Following receipt of the waybill the Supplier may invoice the Customer for price of the Goods plus VAT at the prevailing rate (if applicable) based on the values shows in the waybill. The Supplier shall ensure that the invoice includes the date of the Order, the invoice number, the Supplier's VAT registration number, and any supporting documentation that the Customer may reasonably require.

7.5 Customer shall pay correctly rendered invoices within 30 days from the date of invoice. Payment shall be made to the bank account nominated in writing by the Supplier.

7.6 If a party fails to make any payment due to the other party under the Contract by the due date for payment, then the defaulting party shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each date at 4% a year above the Bank of England‘s base rate from time to time. Where a payment is disputed in good faith, interest is only payable after the dispute is resolved, on sums found or agreed to be due, from 7 days after the dispute is resolved until payment.

7.7 Customer may at any time, without notice to the Supplier, set off any liability of the Supplier to Customer against any liability of Customer to the Supplier, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under the Contract. If the liabilities to be set off are expressed in different currencies, Customer may convert either liability at a market rate of exchange for the purpose of set-off. Any exercise by Customer of its rights under this clause shall not limit or affect any other rights or remedies available to it under the Contract or otherwise.

8 Indemnity

8.1 The Supplier shall indemnify Customer against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by Customer as a result of or in connection with:

(a) any claim made against Customer for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with the supply or use of the Goods, to the extent that the claim is attributable to the acts or omissions of the Supplier, its employees, agents or subcontractors;

(b) any claim made against Customer by a third party for death, personal injury or damage to property arising out of or in connection with defects in Goods, to the extent that the defects in the Goods are attributable to the acts or omissions of the Supplier, its employees, agents or subcontractors; and

(c) any claim made against Customer by a third party arising out of or in connection with the supply of the Goods, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of the Contract by the Supplier, its employees, agents or subcontractors.

8.2 This clause 8 shall survive termination of the Contract.

9 Insurance

During the term of the Contract and for a period of 1 year thereafter, the Supplier shall maintain in force, with a reputable insurance company product liability insurance and public liability insurance to cover the liabilities that may arise under or in connection with the Contract.

10 Confidentiality

10.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party, except as permitted by clause 10.2.

10.2 Each party may disclose the other party's confidential information:

(a) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 10; and

(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

10.3 Neither party shall use the other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.

11 Compliance with relevant laws and policies

11.1 In performing its obligations under the Contract, the parties shall comply with all applicable laws, statutes, regulations from time to time in force.

11.2 Breach of Clause 11.1 shall constitute an irremediable material breach of the Contract.

12 Termination

12.1 Customer may terminate the Contract in whole or in part at any time before collection of the Goods with immediate effect by giving the Supplier written notice, whereupon the Supplier shall discontinue all work on the Contract. Customer shall pay the Supplier fair and reasonable compensation for any work in progress on the Goods at the time of termination, but such compensation shall not include loss of anticipated profits or any consequential loss.

12.2 Without limiting its other rights or remedies, Customer may terminate the Contract with immediate effect by giving written notice to the Supplier if:

(a) the Supplier commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 28 days of the Supplier being notified in writing to do so;

(b) the Supplier takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;

(c) the Supplier takes any step or action in connection with the Supplier being made bankrupt, entering any composition or arrangement with his creditors, having a receiver appointed to any of his assets, or ceasing to carry on business;

(d) the Supplier suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or

(e) the Supplier’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.

12.3 Termination or expiry of the Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.

12.4 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.

13 Force majeure

Neither party shall be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for 30 days, the party not affected may terminate the Contract by giving 14 days’ written notice to the affected party.

14 Restrictions

14.1 In order to protect the legitimate business interests of Customer, Supplier covenants with Customer that it shall not:

(a) (except with the prior written consent of Customer) solicit or entice away (or attempt to solicit or entice away) from Customer the business or custom of any Restricted Customer; or

(b) be involved with the provision of goods or services to any Restricted Customer.

14.2 For the purposes of this Clause 14, a Restricted Customer shall mean any firm, company or person who is or has been at any time during the immediately preceding 12 months a customer of, or in the habit of dealing with the Customer.

14.3 In order to protect the legitimate business interests of Customer, Supplier covenants with Customer that it shall not:

(a) carry on; or

(b) be engaged, concerned or interested in; or

any business concern which is (or intends to be) in competition with Customer in the UK.

14.4 Supplier shall be bound by the covenant set out in Clauses 14.1 and 14.3 for a period of 12 months following the last supply of Goods to the Customer.

15 General

15.1 Assignment and other dealings. Customer may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract. The Supplier may not assign, transfer, mortgage, charge, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of Customer.

15.2 Subcontracting. The Supplier may not subcontract any or all of its rights or obligations under the Contract without the prior written consent of Customer. If Customer consents to any subcontracting by the Supplier, the Supplier shall remain responsible for all the acts and omissions of its subcontractors as if they were its own.

15.3 Entire agreement. The Contract constitutes the entire agreement between the parties. Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Contract.

15.4 Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by Customer.

15.5 Waiver. Except as set out in clause 2.4, a waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

15.6 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision of the Contract is deemed deleted under this clause 15.6 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

15.7 Notices.

Any notice given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or

by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal

place of business (in any other case). Any notice shall be deemed to have been received if delivered by hand, at the time

the notice is left at the proper address; if sent by pre-paid first-class post or other next working day delivery service, at

9:00 am on the second Business Day after posting. This clause does not apply to the service of any proceedings or other

documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

15.8 Third party rights. The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

15.9 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.

15.10 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.