HUTCHINSON & DIBLEY LTD

TERMS AND CONDITIONS OF BUSINESS

1) Definitions:

a) “we” or “our” or “ours” or “us” or “the company” means Hutchinson & Dibley Limited

b) “Client” means any person who is or has been in receipt of the goods or services from us.

c) “Confidential Information” means any information of a confidential nature concerning the business, affairs, customers, clients or suppliers of the other party or of any member of its Group, including but not limited to information relating to a party's operations, processes, plans, product information, know-how, designs, trade secrets, software, market opportunities and customers.

d) “Group” means in relation to a company, that company, any subsidiary or holding company from time to time of that company, and any subsidiary from time to time of a holding company of that company.

2) Terms and Conditions of Trading

a) These Terms and Conditions govern all business conducted by us

b) The Company only enters into a transaction on the condition that these Terms and Conditions apply exclusively.

c) In the event that the Client proffers his own Terms and Conditions the transaction is only accepted on condition that either those Terms and Conditions do not differ from our own or that the Client agrees to waive such Terms and Conditions as differ from ours.

d) Any variation of these Terms and Conditions must be in writing and signed on our behalf by an authorised person.

3) Price and payment.

a) All prices are quoted without VAT which is payable, where applicable, at the prevailing rate.

b) All estimates issued whether for goods or services shall be subject to:

i) variations in the price of services or materials between the date of the estimate and the completion of the work (other than where the estimate is shown as a time limited fixed price) and

ii) further work or materials which are found to be necessary for the satisfactory completion of the work

c) All quotations shall be time limited for 28 days unless expressly stated otherwise.

d) The Client will pay all accommodation and travelling charges incurred by our staff for work carried out away from the Company’s offices or for subcontractors who have travelled especially to perform work for the client at any location including our own unless agreed prior to commencement. Any Expenses quoted are estimated and actual expenses may vary.

e) Invoices are payable in full within 28 days of the invoice date . There are NO exceptions to this. We will cease supply immediately if these conditions are breached.

f) Title to all goods supplied by Hutchinson & Dibley Ltd remain the property of Hutchinson & Dibley Ltd until paid for in full by the client.

4) Completion of work

a) We will use our best endeavours to complete work or supply goods or services in a reasonable time. Where we are prevented from so doing by strikes, industrial disputes, fires, accidents, adverse weather conditions, default by a subcontractor, non delivery or non availability of parts or materials, or similar circumstances then the period for the completion of the work or the supply of goods or the provision of services shall be extended by such time as is reasonable.

b) All orders are subject to availability. Acceptance of your Order does not signify availability of the Products or Services.

c) Hutchinson & Dibley Ltd reserves the right to amend its services in the event of circumstances beyond its control

5) Cancellation

a) In the event of cancellation by the Client of work or goods ordered the Client agrees to indemnify us for any loss incurred wholly or partially by the cancellation. In particular we are entitled to be paid for:

i) services performed to the date of cancellation

ii) the cost of any goods or materials purchased

iii) any penalties which we have incurred or might incur as a result of the cancellation.

6) Subcontracting work or services

i) We may in our absolute discretion allocate work to a subcontractor

7) Warranties

a) Workmanship

i) In respect of a defect arising following completion of work and which in the Client’s opinion is due to our defective workmanship we will carry out the necessary corrective work free of charge provided that: (1) The defect is notified to us promptly and in any event not later than 7 days after the Client is likely to have become aware of the defect (2) We agree that the defect is caused by our workmanship (3) No alteration or repair has been effected except by us (4) The defect has occurred within 1 calendar month from the date of completion of the work

b) Goods or Services supplied

i) Warranty for all new motors, actuators and actuator parts is 12 months from invoice date. Warranty on all rebuilt and reconditioned motors, actuators and actuator parts is 3 months from invoice date.

ii) All claims under such warranty must be notified to us in writing as soon as is reasonably practicable and in any event not later than 7 days after the Client is likely to have become aware of such defect.

iii) The Client must afford us all cooperation as we may reasonably request in the processing of any warranty claim

iv) We will not be liable for any expenses, costs and charges incurred by the Client in dealing with the warranty claim

v) The Client will meet our reasonable charges and expenses incurred in assisting the Client to process the claim

vi) Where the Client has ordered goods incorrectly, Hutchinson & Dibley reserve the right to impose a charge to rectify the error

8) Liability

a) Under no circumstances shall Hutchinson & Dibley Ltd be liable to you for any damages, including without limitation any damages for lost profits or business, loss of goodwill, interruption of business, or for any exemplary, punitive, special, indirect, incidental, consequential, special or punitive damages, regardless of whether such claim arises under any theory of tort, contract, strict liability or otherwise and regardless of whether Hutchinson & Dibley Ltd is advised of the possibility of any such damages.

9) Confidentiality

a) Each party undertakes that it shall not at any time during this agreement and for a period of two years after termination disclose to any person any Confidential Information, except as permitted by clause 9) b).

b) Each party may disclose the other party's Confidential Information:

i) to its employees, officers, agents, consultants or subcontractors (“Representatives”) who need to know this information for the purposes of carrying out the party's obligations under this agreement, provided that the disclosing party takes all reasonable steps to ensure that its Representatives comply with the confidentiality obligations contained in this clause 9) as though they were a party to this agreement. The disclosing party shall be responsible for its Representatives' compliance with the confidentiality obligations set out in this clause 9); and

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

c) Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party's Confidential Information other than those expressly stated in this agreement are granted to the other party or to be implied from this agreement. In particular, no licence is hereby granted directly or indirectly under any patent, invention, discovery, copyright or other intellectual property right held, made, obtained or licensable by either party now or in the future.

10) Jurisdiction

a) This contract is governed by English law and the English courts shall have exclusive jurisdiction. Proceedings against a foreign Client may be served by post addressed to him at any consulate of his country of residence or domicile.

11) Indemnity

The buyer shall indemnify the company against all claims made against the company by a third party in respect of the goods supplied by the company.

12) Severability

If any part of these terms and conditions is found to be illegal, void or unenforceable for any reason, then such clause or section shall be severable from the remaining clauses and sections of these terms and conditions which shall remain in force.

13) Force Majeure

In the event that an order or orders cannot be met due to circumstances outside the control of the Company, the Company cannot be held responsible for non-delivery or any costs relating to non-delivery.

14) Data Protection:

a) Compliance with Data Protection legislation. Where appropriate and in particular as set out in Clause 1.2 Clients shall be responsible for ensuring that any formalities required by the Data Protection Act 1998 and any other legal statute, enactment or requirement of any relevant jurisdiction including without limitation UK and EU Law entailing or flowing from this Agreement are complied with and shall indemnify the Company against any claims resulting from a breach of this provision.

15) Registered Office

HUTCHINSON & DIBLEY Ltd, Brigadoon, Bolter End Lane, Bolter End, High Wycombe, HP14 3LU