MELLER GROUP STANDARD CONDITIONS OF SALE

In these conditions “Seller” refers to Meller Group and its subsidiaries “Buyer” refers to the individual firm or company to whom a quotation is addressed or whose order is accepted by the Seller. These conditions shall apply in respect of all Contracts (“Contract”) between the Seller and Buyer for the purchase of goods or services from the Seller. No other conditions are incorporated or implied into any Contract between the Buyer and the Seller unless expressly accepted in writing by the Seller.

All references to prices, goods and services contained in these conditions shall be taken to meant the prices, goods and services detailed in the relevant order form issued by you (“Purchase Order”)

Application of Conditions

All quotations, offers and tenders are made subject to the following conditions. Except as otherwise provided in these conditions, all other terms, conditions, representations or warranties are excluded from any Contract between the Seller and the Buyer unless expressly accepted in writing by the Seller.
Delivery
(a) Time for delivery of the goods and completion of the services is given as accurately as possible but is not guaranteed. Except where otherwise agreed, the Seller shall deliver to the Buyer's premises stated in the Buyer's order. The Seller accepts no liability, subject to condition 7, unless delivery is more than 10 days late and the Buyer has notified the Seller of such non-delivery in writing in which case any liability of the Seller for non-delivery of the goods shall be limited to replacing the goods within a reasonable time. The Buyer shall have no right to cancel the Contract for failure to meet any delivery or completion time stated.
(b) The Seller reserves the right to deliver less or more than the quantity of goods ordered by up to 5% and the Buyer shall pay for the quantity actually delivered. Measurements of volume or weight are also subject to variation as a result of normal manufacturing or packing processes and the Buyer must accept such variations up to 5% of the stated measurement.
(c) Failure by the Buyer to take delivery of any one or more instalments of goods delivered in accordance with the Contract shall entitle the Seller to terminate the Contract either in whole or part.

(d) No liability can be accepted for damage in transit unless the Buyer notifies the site from which the goods were ordered or the Buyer's usual customer representative within 3 days of receipt of the goods, and confirms by notification in writing within 7 days of receipt of the goods. Where the Seller is notified of the damage to the goods in accordance with this provision, the Seller shall repair or replace the goods at its sole option.

Price and Payment

3 (a) Subject to condition 3(b)the price for the services or each delivery of goods will be as detailed in the relevant Purchase Order. The Seller shall provide the Buyer with 30 days advance notice of any price increase and the Buyer shall be entitled to cancel its order by providing written notice to the Seller, such notice to be given within 14 days of the Buyer receiving notice of the price increase. If written notice of cancellation is not received by the Seller within 14 days then the Contract will continue in force.

(b) All prices (which unless otherwise specifically stated are exclusive of VAT and any other applicable taxes, including hydrocarbon oil duty, where applicable, and do not include delivery or package charges) are net and are not subject to any discount. Unless an earlier date is specified by the Seller, payment is due and shall be made in cash at the Seller's offices by 20th of the month following the month of delivery of the goods or services, and the Seller has total discretion as to whether there will be any set-off or deduction.

(c) Interest at the rate of 5% per annum above Lloyds Plc base rate from time to time in force shall be chargeable on the entire sum outstanding where payment is not made in accordance with condition 3(c). Where the Buyer defaults in payment, the Seller shall be entitled to suspend any or all further deliveries and the performance of services under any Contract between the Seller and the Buyer.

(d) Where goods are delivered by instalments or the services performed in stages the Seller may invoice each instalment or stage separately and the Buyer shall pay such invoice in accordance with these conditions.

MELLER GROUP STANDARD CONDITIONS OF SALE

(e) The Seller has the right to issue a supplementary invoice in respect of any increase in tax or duty between the date of dispatch and the date of delivery for which the Seller may be liable to the appropriate authorities.

(f) No disputes arising under the Contract or delays (other than delays acknowledged by the Seller in writing) shall interfere with prompt payment by the Buyer.

Credit

5. The Seller reserves the right, at any time, to withhold credit facilities from or to limit the amount or period of credit it will grant to Buyer.

Guarantee

6.(a) Except as otherwise provided in these conditions, section 12 of the Sale of Goods Act 1979 is implied into the Contract and all other warranties, conditions and other terms implied by statute or common law are, to the fullest extentpermittedbylaw,excludedfrom the Contract.

(b) The goods supplied by the Seller shall be in accordance with the specification supplied by the Seller (if any) and shall be of satisfactory quality but are not tested or sold as fit for any particular purpose unless specifically agreed in writing by the Seller. The services shall also conform to the specification supplied by the Seller (if any) and can be carried out with all reasonable care and skill.

(c)If the condition of the goods or services is such as might or would (subject to these conditions) entitle the Buyer to claim damages, to repudiate the Contract or to reject the goods or services the Buyer must first ask the Seller to repair the goods or supply satisfactory substitute goods or services and the Seller shall then be at its option to repair or supply satisfactory substitute goods or services free of cost and within a reasonable time or to repay the price of the goods or services in respect if which the complaint is made.

(d) If the Seller does so repair of supply satisfactory substitute goods or services or effect repayment under condition 6c , the Buyer shall be bound to accept such repaired or substituted goods or services or repayment and the Seller shall be under no further liability in respect of any loss or damage of whatever nature arising in relation to those goods or services.

(e) In addition, the Buyer agrees to comply with all of its obligations under the REACH Regulations. In particular, but without limitation, the Buyer shall provide, on a timely

basis, to Meller Design Solutions Ltd all relevant new information on hazardous properties of the products. The Buyer shall comply with any safety information on the products supplied to it and ensure that their customers are provided with all the information required to use their products safely.

Liability

7. (a) Nothing contained in these Conditions shall limit or restrict the Seller's liability for death or personal injury caused as a result of the Seller's negligence, nor does the Seller limit or restrict its liability for fraudulent misrepresentation under the Misrepresentation Act 1967.

(b) The Seller or the Seller's manufacturers or suppliers provide written instructions and/or advice to the Buyer for the safe use of the Seller's goods and containers (such as crates, drums, boxes or cases and other types of packaging (further copies available on request). The Seller accepts no liability whatever for any losses, costs or other claims caused where the Buyer uses its own containers or caused as a result of the Buyer's failure to use the Sellers goods, containers or other packaging in accordance with the written safety instructions and/or advice.

(c) Where the Seller delivers goods and containers/packaging to the Buyer, the point of delivery will be the delivery vehicle's side and the Seller accepts no liability whatever for any losses, costs or other claims in connection with the transfer of the goods and containers/packaging from the vehicle side to the Buyer's storage location.

(d) Where the Buyer received goods via a Power Take Off delivery system, it is the Buyer's responsibility to ensure that all operation instructions and health and safety procedures are followed at the point of delivery and the Seller accepts no responsibility for any claims, losses, costs or damage caused at and from the point of transfer to the Buyer's installation.

(e) Where the Seller delivers the goods to the Buyer, the Seller ensures that all packaging in the form of crates, drums, boxes, carboys etc are suitable to protect the goods from damage during delivery. The Seller can accept no liability for any loss or damage caused where such packaging is used for the further transportation of the goods or other unconnected goods and the Buyer must satisfy himself that the goods are safely packaged for such transportation.

MELLER GROUP STANDARD CONDITIONS OF SALE

(f) Where the Buyer collects the goods from the Seller, although the Seller may inspect any collection vehicle used by the Buyer, the Seller shall not be responsible for any losses caused or claims made to the Buyer as a result of the unsuitability/inappropriateness of the vehicle in any respect whatsoever.

(g) Unless the Seller has specifically confirmed to the Buyer that the goods are suitable to be mixed with any other goods, the Seller accepts no liability for admixture of the goods with any other goods and it shall be the Buyer's sole and entire responsibility to ensure that the products concerned and the containers to be used are entirely suitable for such a mixture and/or the transfer of such.

(h) The Seller's maximum aggregate liability under or in connection with the Contract, whether in contract, tort (including negligence) or otherwise, will in no circumstances exceed the price of the goods or services under the Contract.

(i) In no circumstances shall the Seller be liable in contract, tort (including negligence or breach of statutory duty) or otherwise for any loss (whether direct or indirect) of profits, goodwill or business opportunity or for any indirect, special or consequential loss (whether or not reasonably foreseeable and even if the Seller has been advised of the possibility of the Buyer incurring the same) which arises out of or in connection with the Contract.

Trade Marks etc.

8. All trade marks, registered or unregistered design rights, confidential information such as colour schemes, knowhow and other intellectual property rights of any nature (Intellectual Property) in all goods or services supplied by the Seller are owned by the Seller and/or its suppliers. The Seller reserves the right at any time to require Buyer forthwith to discontinue the use in any manner whatsoever any such trade marks or other Intellectual Property.

Risk

9. The risk in the goods shall remain with the Seller until delivery by the Seller or collection of the goods by the Buyer or payment for the goods by the Buyer, whichever is the earlier, at which time the risk in the goods shall be transferred to the Buyer.

Reservation of Title

10. (a) Title to the goods shall only pass to the Buyer if the Buyer has paid to the Seller all sums (including any default interest) due from it to the Seller under this Contract and under all other contracts between the Seller and the Buyer (including any sums due under contracts made after this Contract) whether or not the same are immediately payable.

(b) The Seller may recover goods in respect of which title has not passed to the Buyer at any time and the Buyer irrevocably licences the Seller, its offices, employee, and agents to enter upon any premises of the Buyer with or without vehicles, for the purpose either of satisfying itself that Condition 10(c) below is being complied with by the Buyer or of recovering any goods in respect of which title has not passed to the Buyer.

(c) Until title to the goods has passed to the Buyer under these conditions it shall possess the goods as fiduciary agent and bailee of the Seller. The Buyer shall store the goods separately from other goods and shall ensure that they are clearly identifiable as belonging to the Seller. During such time as the Buyer possesses the goods with the Seller's consent, the Buyer may in the normal course of business sell or hire the goods as principle but without committing the Seller to any liability to the person dealing with the Buyer. Each paragraph or sub-paragraph of this condition is separate, severable and distinct.

Ex Stock Goods

11. Ex-stock goods are offered subject to the same not having been sold elsewhere prior to receipt of unqualified acceptance of the Seller's quotation.

Variations

12. No variation to any Contract shall have effect unless signed in writing on behalf of the Seller by an Officer of the Seller.

Assignment

13. The Contract is between the Seller and the Buyer as principal and is not assignable without the consent of the Seller.

MELLER GROUP STANDARD CONDITIONS OF SALE

Termination

14. The Seller shall be entitled forthwith to terminate any Contract between it and the Buyer by written notice if the Buyer fails to pay any invoice in accordance with the conditions, where the control of the Buyer changes during the period of the Contract or where the Buyer commits any continuing or material breach of these conditions of sale or makes any composition with its creditors or suffers any distress or execution to be levied upon its assets or is wound up either compulsorily or voluntarily or suffers a received of any of its assets to be appointed or otherwise cease or threatens to cease to carry on business.

Force Majeure

15. The Seller shall have the right to cancel or delay performance of the services or deliveries of the goods if it is prevented from or hindered in or delayed in manufacturing or delivering the goods or services or any part thereof through any circumstances beyond its reasonable control, including but not limited to war, riot, government requisitions of any kind, suspension or loss of means of transport, strikes, lock outs, labour disputes, fire, explosion, flood, accident, failure or any third party to supply the Seller, breakdown of machinery or anything directly of indirectly interfering with the raw materials (including but not limited to the price or supply of raw materials) or the manufacture, supply, shipment, arrival or delivery of the goods. During any such period of cancellation, the Buyer shall have the right to purchase elsewhere at hi own risk and cost such quantities of the goods or services as may be necessary.

Jurisdiction

16. The Contract shall be governed and interpreted according to the laws of England and shall be subject to the jurisdiction of the English Courts.

Rights of Third Parties

17. A person who is not a party to the Contract has no right under the Contract (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

1. DEFINITIONS In this Order:

MELLER GROUP: means MELLER GROUP LIMITED and subsidiary companies

Order: means the purchase order sent by MELLER GROUP to the Supplier via email, facsimile or mail and any listed attachments which together make up the contract between MELLER GROUP and the Supplier.

Supplier: means the person or company on whom the Order is placed.

Supplies: means all goods and services detailed on the Order.

2. APPLICATION

(i) the quantity of the Supplies; (ii) the quality of the Supplies; or (iii) any specification;

provided that an Order amendment pursuant to clause 3(c) shall not take effect until MELLER GROUP and the Supplier have agreed any reasonable adjustment to be made to the delivery schedule or the price stated in the Order, and incorporated such agreement into the Order by written amendment.

4. DELIVERY, RISK AND TITLE

(a) The Supplies shall be delivered to the place(s) named in the Order no later than the dates specified in the Order. Partial deliveries shall not be made unless agreed in writing by MELLER GROUP.

(b) The Supplies shall be packed to a good commercial trade pack standard suitable for the designated mode of transport and capable of long term storage without damage or degradation to the Supplies.

(c) Title and Risk to the Supplies shall pass to MELLER GROUP on delivery unless otherwise specified in the Order, but without prejudice to any right of rejection which may accrue to MELLER GROUP hereunder.

(d) If any of the Supplies are not delivered by the date(s) specified in the Order, MELLER GROUP shall be entitled:

(i) to return to the Supplier at the Supplier's risk and expense any of the Supplies already delivered but which cannot be effectively and commercially used, and to recover from the Supplier any moneys paid by MELLER GROUP for such Supplies; and

(ii) to recover from the Supplier any additional expenditure reasonably incurred by MELLER GROUP in obtaining other equivalent Supplies in replacement.

(a)

(b)

(c)

(d)

(e)

These Conditions shall apply to the Order except where modified by supplementary conditions otherwise incorporated in the Order, which shall have precedence over these Conditions.

These Conditions, and any supplementary conditions referred to in paragraph 2(a), shall be the entire agreement between MELLER GROUP and the Supplier, and shall supersede all previous communications or representations between MELLER GROUP and the Supplier, including any standard Conditions of sale issued by the Supplier. These Conditions shall not be varied unless agreed in writing by MELLER GROUP.

If written notice of acceptance of the Order has not been received by MELLER GROUP within twenty- eight (28) days from the date of the Order, MELLER GROUP reserves the right to cancel this Order without incurring any liability to the Supplier, unless performance has commenced by the Supplier in the meantime.

Any qualification of these Conditions which may appear in the Supplier's notice of acceptance shall constitute a counter-offer by the Supplier which shall have no effect unless accepted in writing by MELLER GROUP.

MELLER GROUP' Order number and Order line number, where applicable, must be quoted on all documents and correspondence relating to the Order.

3. CHANGES

(a) MELLER GROUP may direct a change to the Order with respect to the delivery date, the shipping or packing instructions, or the place of delivery and the Supplier shall comply with MELLER GROUP' written instructions without delay.

(b) Within fourteen (14) days after notification of any changes in accordance with Clause 3(a), the Supplier shall submit an Order Change Proposal to MELLER GROUP which shall detail the effect of such change on the delivery schedule or the price. MELLER GROUP and the Supplier shall agree any reasonable adjustment to the delivery schedule or the price and incorporate such agreement into the Order by written amendment.

MELLER GROUP LIMITED STANDARD CONDITIONS OF PURCHASE

5. ACCESS

MELLER GROUP’ representatives and those of its customer shall have access to the Supplier’s works or place of business at all reasonable times for any purpose in connection with the performance by the Supplier of the Order. The Supplier shall secure the same rights of access to the premises of its subcontractors.

6. CONFORMITY WITH ORDER

(a) The Supplier warrants that the Supplies shall conform to the quantity, quality (including quality assurance requirements) and specification stated in the Order, and shall be free from defect in design (except where MELLER GROUP is the design agent), materials and workmanship.

(b) Where MELLER GROUP acceptance tests are defined in the order, acceptance of the Supplies shall take place after satisfactory completion of the acceptance tests. If MELLER GROUP unreasonably and without notification to the Supplier fails to commence the tests within one (1) month of the date of actual delivery, the Supplies will be deemed to have been accepted at the end of the (1) month period from the date of actual delivery.

(c) Where no acceptance tests are defined in the Order, acceptance of the Supplies shall take place after completion of inspection by MELLER GROUP.

(d) If the Supplies do not conform to the quantity, quality (including quality assurance requirements) or specification stated in the Order, or do not meet the required standards of design, material or workmanship, then MELLER GROUP shall be entitled, without prejudice to any other remedy, to exercise one or more of the following rights:

(i) to reject all or any of the Supplies and require the Supplier to credit MELLER GROUP with the price of the Supplies;

(ii) to require the Supplier to promptly replace or repair the Supplies free of all cost and at the Supplier's risk; or

(iii) to require the Supplier to indemnify all MELLER GROUP' reasonable expenses and additional costs connected with such defect.

(e) The provisions of this clause 4 shall apply in addition to, and without prejudice to, any other of MELLER GROUP' rights hereunder or at law, whether express or implied.

(f) The warranty rights under this clause shall be assignable to MELLER GROUP, or for the benefit of its customer or the ultimate end-user of the Supplies, for a period of at least twelve (12) months from the actual date of delivery or from the Order date of delivery (whichever is later).

7. CONFIDENTIALITY (a) The Supplier shall:

(i) not use the information in the Order except for the purpose of supplying the Supplies to MELLER GROUP;

(ii) not grant third parties access to Order information without the prior written consent of MELLER GROUP, and only use such information for the purpose for which the consent is granted;

(iii) require any third party to whom Order information is provided to sign an undertaking in the same terms as the Supplier's undertaking

(b) The Supplier shall not use MELLER GROUP' name or any of the Order information for publicity purposes without MELLER GROUP' prior written consent.

8. PRICE AND PAYMENT

(a) Prices shall be non-variable and inclusive of all taxes (other than VAT), duties, packaging and delivery of the Supplies to the destination or freight-forwarder stated in the Order.

(b) After delivery of the Supplies, invoices shall be submitted to MELLER GROUP at the address stated on the Order and marked for the attention of the Accounts Department.

(c) MELLER GROUP requires invoices to be provided in the approved VAT format and requires any applicable n VAT to be separately identified on the invoice. Invoices not in the required format will not be processed by MELLER GROUP. All prices shall be on a VAT exclusive basis.

(d) Invoices will be paid by MELLER GROUP by the end of the month following the month of the invoice unless otherwise nominated on the order.

(e) All invoices raised must detail the Order number, line number and match the Order specifically with regard to the price, quantity and unit of measure. Invoices must be submitted in the same currency as the Order. All non compliant invoices will be rejected.

MELLER GROUP LIMITED STANDARD CONDITIONS OF PURCHASE

10. DOCUMENTATION

Advice notes and certificates of conformity shall be submitted by the Supplier in duplicate, the original

to accompany the Supplies and a copy to MELLER GROUP LIMITED STANDARD CONDITIONS OF PURCHASE MELLER GROUP LIMITED STANDARD CONDITIONS OF

PURCHASE be sent by post to the MELLER GROUP stores supervisor at the address stated in the Order.

11. INTELLECTUAL PROPERTY

(a) The Supplier indemnifies MELLER GROUP against any claim or action made or instituted against MELLER GROUP relating to any loss, injury or damage caused by or any infringement of copyright, registered and unregistered trademarks, registered designs, trade secrets, know-how, rights in relation to any circuit lay-out, data, invention, work or patent perpetrated by the Supplier in connection with the Supplies.

(b) Where the design of the Supplies is furnished by MELLER GROUP any copyright or design rights in any work produced by the Supplier in the course of providing the Supplies pursuant to this Order shall be and remain the property of MELLER GROUP. Otherwise any intellectual property rights in the Supplies shall remain vested in the Supplier.

(c) The Supplier grants MELLER GROUP a non- exclusive, royalty-free licence to use any intellectual property contained or referred to in any of the Supplies that it provides to MELLER GROUP pursuant to this Order.

(d) In the event that the Supplier is unable to or unwilling to continue to complete the Order, and the Order is terminated, the Supplier shall deliver to MELLER GROUP all necessary designs and manufacturing information to enable MELLER GROUP to make the Supplies or have them made elsewhere, and shall grant MELLER GROUP a royalty free license for that purpose.

12. WAIVER

Failure on the part of MELLER GROUP in exercising any right it may have under the Order shall not be deemed a waiver of that right.

13. INDEMNITIES

The Supplier shall indemnify MELLER GROUP against all liability, damages, costs, loss, expense and damage of any nature whatsoever arising from Supplier's negligence, breach of duty, breach of statute or otherwise, which is caused by or arises from:

(a) the performance by the Supplier of the Order;

(b) the design, manufacture, sale, use or possession of the Supplies;

(c) any infringement, breach or misuse of any patent, copyright, trademark, registered design or other industrial or intellectual property; or

(d) any failure to conform to or comply with the requirements of the Order.

14. INSURANCE

The Supplier agrees to maintain insurance cover with a reputable insurer for the following classes of risk in respect of work to be carried out under the order:

(a) public liability insurance (b) employers liability;
(c) products liability; and

(d) such other classes as are appropriate to the circumstances of the Order as specified by MELLER GROUP, including Professional Indemnity if required in the Order.

15. SUBCONTRACTS

The Supplier shall not subcontract any of the work, nor assign any of its rights or obligations hereunder without first obtaining the written consent of MELLER GROUP. MELLER GROUP consent shall not relieve the Supplier of any of its duties, liabilities or obligations under this Order.

16. CONTINUITY OF SUPPLY

The Supplier agrees to accept further orders for similar Supplies at prices and delivery lead times no less favourable than those agreed in the Order, taking account of quantities, technical standards and economic conditions prevailing at the time of any further order. In the event that the Supplier is unwilling or unable to accept such orders he shall deliver to MELLER GROUP without charge all the necessary drawings, manufacturing information and tooling to enable MELLER GROUP to make the Supplies itself or have them made elsewhere.

17. TERMINATION AND SUSPENSION

(a) The Order may be terminated for convenience by MELLER GROUP at any time in whole or part by giving written notice of termination to the Supplier. In the event of such notice being given the Supplier shall stop work forthwith and shall comply with any directions with regard to the Supplies which may be given by MELLER GROUP.

(b) The Supplier shall submit within one (1) month from the effective date of termination the Supplier's termination claim. MELLER GROUP shall pay a fair and reasonable price to the Supplier in respect of any commitments, liabilities or expenditure reasonably and properly incurred by the Supplier in connection with the Order and which would otherwise represent an unavoidable loss to the Supplier. MELLER GROUP shall not be liable to pay any sum which, when taken together with any other sum or sums paid or due to the Supplier under the Order, shall exceed the total price of the Supplies the subject or the said notice of termination.

MELLER GROUP LIMITED STANDARD CONDITIONS OF PURCHASE

(c) In the event of any stoppage, delay or interruption of Supplier's work or business as a result of strikes, lockouts, trade disputes, breakdown, accident or any cause whatsoever beyond the reasonable control of Supplier, then MELLER GROUP may suspend or postpone its obligations hereunder until the stoppage, delay or interruption has ceased.

(d) If the Supplier defaults on any of its obligation under the Order, MELLER GROUP shall have the right to terminate all or part of the Order by written notice without prejudice to any other of its rights or remedies, and shall be liable only for Supplies delivered and accepted by MELLER GROUP.

(e) If the Supplier becomes insolvent or has a receiver or administrator appointed in respect of its business or any of its assets or is compulsorily or voluntarily wound up, then MELLER GROUP shall have the right to terminate the Order by written notice without prejudice to any other right or remedies, and shall be liable only for Supplies delivered and accepted by MELLER GROUP.

(f) No termination or suspension of the Order shall prejudice any rights or obligations of either party hereunder or at law. Both parties shall use all reasonable endeavours to mitigate their losses on such termination or suspension.

18. NOTIFICATION OF NON-CONFORMING PRODUCT

(a) If, at any time during the period from delivery of the Supplies through the life of type of the Supplies, the Supplier becomes aware of any defect in the Supplies which adversely affects, or is likely to adversely affect, the operation of the Supplies or the safety of the Supplies, the Supplier shall give notice of the defect to MELLER GROUP. Such notice shall be provided in writing per 18(c) below.

(b) Where the adverse effect or likely adverse effect is critical to the operation or safety of the Supplies, the Supplier shall give notice to MELLER GROUP immediately on becoming aware of the defect and shall provide a fully documented confirmation of the notice per the requirements of 18(c) below.

(c) The Supplier shall provide notices within the period prescribed in relevant regulations and legislation applicable to this order and in all other cases within 20 working days of the Supplier becoming aware of the defect.

(d) Notices are to be addressed to: The Quality Manager MELLER GROUP
Unit H, Bedford Business Park Mile Road

Bedford MK42 9TW

19. APPLICABLE LAW

The construction, validity and performance of the Contract shall be governed by the Law of England. The Contract shall be deemed to have been made in England and the parties to the Contract hereby submit to the exclusive jurisdiction of the English Courts