Pumps & Motors (UK) Ltd — Conditions of Sale

1. Definitions

(a) “the Company” is Pumps & Motors (UK) Ltd.

(b) “the Customer” is any party entering into a contract with the Company for the maintenance or supply of goods or equipment (“goods”).

(c) Delivery of goods shall be deemed to take place:

(i) where goods are delivered by the Company’s own transport, at the moment when the goods or materials are lifted from the delivery vehicle; or

(ii) where goods are delivered by other means of transport, at the moment when the goods or materials are loaded onto the vehicle used for such transport.

(d) “Act of Insolvency”: means:

(i) the Customer having any distress, execution or other insolvency process levied upon it; or

(ii) the Customer making, or offering to make, any arrangements or compromise with creditors, or committing any act of bankruptcy; or

(iii) the Customer having any petition or receiving order in bankruptcy presented or make against it.

(iv) the Customer having a receiver of its property or assets or any part of them appointed;

(e) “Due Payment Period” means the period for payment of the Company’s invoices as specified in the Company’s quotation or order acknowledgement or invoice, or the longest of these periods if more than one such document applies to an invoice.

2. General

(a) These Terms and Conditions apply to every contract between the Company and any Customer and to all further contracts between the Company and that Customer (until and unless the Company notifies that Customer of revised Terms and Conditions).

(b) No contract shall come into existence until and unless the Company has accepted in writing the Customer’s order to carry out work in accordance with the Company’s quotation.

(c) No prior statements made by the Company or the Customer, nor any correspondence between them, are incorporated into any such contract unless separately agreed in writing by the Company.

(d) No representation by or on behalf of the Company by an employee or agent (including but not limited to advice or recommendations as to the quality or suitability for specific purposes of the Company’s goods) takes effect unless separately confirmed by the Company in writing and the Customer agrees that it does not enter into any contract in reliance on such representations unless so confirmed.

(e) All drawings, photographs, illustrations, performance data, dimensions, weights and other technical information and particulars of the goods are given by the Company in the belief that they are as accurate as reasonably possible but the Customer acknowledges and accepts that they are not incorporated into the contract.

(f) The Customer acknowledges and accepts that the Company may:

(i) make such changes to the specification of its goods as are required to comply with applicable safety or statutory requirements;

(ii) increase its prices after the contract is agreed to reflect any increase in the price it is charged by its suppliers for goods or materials.

(g) Other than in accordance with these terms and conditions, no variation to any contract takes effect unless agreed in writing by a director of the Company.

(h) Any agreed variation in the scope of work will be charged for by the Company at the sum agreed between the parties or, in default of such agreement on price, at the Company’s prevailing rates.

(i) No waiver by the Company of any of these Terms and Conditions or forbearance to enforce any remedy it is entitled to shall prejudice any of the Company’s other rights and remedies or operate as a waiver of any other breach by the Customer under any contract with the Company.

(j) Should any of these Term or Conditions be held to be invalid or unenforceable in whole or in part the validity and enforceability of the remaining part and of the other Terms and Conditions shall not be affected.

(k) The Customer may not assign the benefit of any contract with the Company without the written consent of the Company.

(l) The Company may subcontract or assign part or all of its obligations to the Customer subject to the Customer’s agreement, such agreement not to be unreasonably withheld.

(m) Nothing in these terms and conditions shall confer any right upon a third party and the Customer agrees that the operation of the Contracts (Rights of Third Parties) Act 1999 is excluded from any contract to which these terms and conditions apply.

3. Credit

(a) Credit will be granted at the sole discretion of the Company and subject to the Customer providing a fully-completed application form and to the Customer’s references being taken up and reviewed. The Company also reserves the right to carry out credit checks with Credit Reference Agencies where appropriate before offering credit.

(b) The provision of credit by the Company to the Customer is subject to the Customer’s compliance with Clause 4(a) and may be withdrawn by the Company at any time and at the Company’s sole discretion.

(c) Credit accounts will be reviewed periodically and accounts that have not traded for 6 months may have credit suspended or withdrawn.

(d) If credit is withdrawn for any reason the Company shall be entitled to any or all of the remedies under Clause 4(d).

4. Payment

(a) All invoices are strictly net for payment in GBP to the bank account nominated by the Company within the Due Payment Period and time of payments shall be of the essence of the contract.

(b) Where goods are sold by instalments each instalment shall be invoiced and paid for separately.

(c) Where maintenance work is carried out the Company may issue periodic invoices.

(d) If for any reason whatsoever payment is not made when due the Company shall be entitled to:

(i) charge interest and fees in accordance with the Late Payment of Commercial Debts (Interest) Act 1998;

(ii) cancel or suspend any contract with the Customer;

(iii) require the Customer to pay any other sums due to the Company immediately;

(iv) enter into the premises of the Customer and repossess and remove all of its goods that remain its property under Clause 8, including such goods as have been installed but for which title has not yet passed under Clause 8(b).

(e) The Customer agrees that it shall not be entitled to withhold payment by reason of:

(i) retention;

(ii) any re-work or repair whether or not agreed with the Company under these Terms and Conditions.

(iii) set-off or counterclaim in respect of any claim disputed by the Company.

(f) The Customer agrees to indemnify the Company in respect of the full amount of any fees costs disbursements or expenses incurred (including court fees and the reasonable cost of legal representation) arising from overdue payment by the Customer or any other breach by the Customer of these terms and conditions.

(g) Where the Customer pays the Company via a third party (“the Funder”):

(i) such payment arrangements are to be agreed in advance in writing between the Company and the Customer;

(ii) the Customer warrants that, in the event of any breach of clause 4(a), it shall act as the Company’s agent in respect of any remedy that the Company may have against the Funder, including in respect of goods supplied by the Company and in the possession of the Funder.

5. Termination or Suspension

(a) Without prejudice to any of its other rights the Company may terminate the contract or suspend further deliveries to the Customer or maintenance activity for the Customer in the event of:

(i) the Customer failing to make due payment in accordance with Clause 4(a) for any goods or work done; or

(ii) any act of Insolvency relating to the Customer; or

(iii) the Company receiving any information indicating that the Customer is or may become unable to pay its debts.

(b) In the event the contract is terminated under Clause 5(a) the Company shall be entitled to any or all of the remedies under clause 4(d) together with early termination charges in accordance with Clause 5(e).

(c) The Company reserves the right to withhold performance of any of its obligations under the contract if in its sole opinion the Customer’s credit status becomes unsatisfactory.

(d) Any purported termination by the Customer will only take effect with the written agreement of the Company and subject to the Customer indemnifying the Company in full for all loss (including loss of profit), cost (including labour and materials), damages, charges and other expenses incurred by the Company as a result of termination, including early termination charges in accordance with Clause 5(e).

(e) In the event that a contract for maintenance covering a defined period is terminated either by the Company in

accordance with Clause 5(a) or the Customer in accordance with Clause 5(d) the Customer shall be liable for early termination charges calculated as follows:

(i) Where less than 3 calendar months of the contract term remained at date of termination, the entire sum that would have fallen due had the contract continued until the expiry of the remaining contract term.

(ii) Where 3 or more calendar months of the contract term remained at date of termination, such sum as the Customer would have been liable to pay in the 3 calendar months following the date of termination.

6. Customer’s Obligations during Maintenance Works

(a) The Customer shall ensure that its employees and visitors comply with all access control and health and safety requirements specified by the Company whilst maintenance works are being carried out.

(b) The Customer shall ensure uninterrupted access for the Company to the work site for the duration of any maintenance works.

(c) The Customer shall ensure adequate provision of heat, power and light for the Company to carry out work.

(d) The Customer shall reimburse the Company in full for the value of any of the Company’s materials, vehicles and equipment at the Customer’s premises that suffer damage or loss, howsoever caused.

(e) Where the works carried out by the Company are alterations, adaptations, modifications, or extensions to, or maintenance of, any existing works, the Company shall not be liable for any defect which may become apparent in the existing works by reason of the works executed by the Company.

(f) The Customer shall promptly on request by the Company provide any measurements, specifications or other information required by the Company for the provision of the works and, unless agreed in writing between the Company and the Customer, the Company shall be under no obligation to obtain by its own efforts such measurements, specifications or other information.

(g) Where the works carried out by the Company rely upon measurements, specifications or other information provided by the Customer, the Customer warrants that such information is accurate and complete.

7. Delivery, Installation and Storage

(a) Quotations are valid for 30 days from the date of quotation. The Customer agrees that time is not of the essence of the contract and any date or time quoted for delivery is given as an estimate only and the Company shall:

(i) not be liable for any loss or damage howsoever arising by any matter beyond its reasonable control from failure to deliver on or by such stated date or at such stated time;

(ii) if found liable for loss or damage arising from failure to deliver on such stated date or at such stated time shall be liable only for loss limited to the excess (if any) over the price of the goods of the cost to the Customer of similar goods in the cheapest available market.

(b) Where the goods are to be delivered by the Company or the Company’s appointed carrier the Customer shall be responsible at its costs for the provision of safe and suitable access to the delivery location; the assessment

of such safety and suitability shall be at the discretion of the driver responsible for transporting the goods.

(c) If the Customer causes the delivery of goods or any part thereof to be delayed beyond the time when they would otherwise have been delivered or does not make available a person authorised to sign for a delivery such goods shall be removed to the Company’s premises or other storage facility and stored by the Company at the sole risk and expense of the Customer.

(d) The Customer shall be responsible for unloading (or making suitable arrangements for unloading) goods at the delivery location.

(e) The Customer agrees that any failure of the Company to make any delivery shall not entitle the Customer to cancel or suspend any subsequent or other delivery or contract.

8. Passing of Risk and Retention of Title

(a) Risk in goods supplied passes to the Customer upon delivery by the Company as defined at clause 1(c).

(b) Notwithstanding the provisions of Clause 8(a) as to the passing of risk, goods supplied by the Company shall remain its sole property until the Customer has paid in full the agreed price and all other sums due from the Customer to the Company whether under this Contract or otherwise (including any interest due). Notwithstanding such retention of title, the Company shall be entitled to maintain an action for the price of the goods as soon as payment falls due.

(c) The Customer acknowledges that it is in possession of such goods as bailee for the Company until the sums due in clause 8(b) have been paid in full or the goods have been incorporated or resold in the ordinary course of the Customer's business and shall:

(i) insure such goods to their full market value;

(ii) store or otherwise identify such goods as to show that they retain the property of the Company;

(iii) not mortgage, charge or otherwise encumber or dispose of the goods (other than by selling them or incorporating them in the usual course of business) without the written permission of the Company;

(iv) give the Company such information about the goods as it may from time to time require.

(d) Where before payment in full of the sums due in Clause 8(b) the Customer incorporates or resells such goods or goods are installed by the Company, it shall keep the proceeds of any sale in a non-overdrawn account and hold such proceeds on trust for the Company as fiduciary.

(e) The Customer agrees that if the Company invokes its right to repossession of its goods under Clause 4(d)(iv) the Company shall not be liable for any damage or injury reasonably done in the course of so doing to any other property owned by or in possession of the Customer to which the Company’s goods have been attached or in which they have been incorporated.

9. Returns

(a) Returns for credit of goods supplied in accordance with the Customer’s order is at the sole discretion of the Company.

(b) Goods supplied to the special order of the Customer or installed by the Company cannot be returned for credit.

(c) Return of goods is subject to a handling charge as determined by the Company and payable by the Customer in accordance with Clause 4(a) and subject to any or all the remedies under Clause 4(d).

10. Claims

(a) No claim for defect, damage in transit, short delivery or any other deficiency of goods may be made unless:

(i) the goods were signed for as ‘damaged; or as ‘unexamined’ upon delivery;

(ii) such deficiency is notified in writing to the Company’s accounts department within 3 days of delivery; and

(iii) the Company is permitted to verify the same within 7 days of notification of the claim.

(b) In the absence of any such notification within 7 days of delivery the Customer shall be deemed to have accepted the goods.

(c) The Customer agrees that if it uses or consumes any part of a delivery it is deemed to have accepted that delivery and to have waived any claim or right to claim against the Company in respect of it.

11. Warranties and Liability

(a) The Company warrants that goods will correspond to their specifications as at the time of confirmation of order, will be supplied in the quantity ordered, and that maintenance of goods or equipment will be carried out with reasonable care and skill and to a good standard of quality.

(b) The Company will replace, re-work, further supply, or give credit to the Customer for any goods which do not comply with the warranty at Clause 11(a) and which are accepted by the Company for replacement, re-work or credit or as having been delivered short of full quantity.

(c) Other than as set out in Clause 11(a) or as expressly confirmed in writing by the Company:

(i) no warranty condition or representation express or implied as to description, quality or suitability of any goods hereby sold is given by the Company or deemed to have been given or implied and (to the extent permitted by statute) any statutory or other warranty condition or representation whether express or implied is hereby excluded;

(ii) the Company accepts no liability whatsoever for any loss or damage whether consequential or direct and whether suffered by or occasioned to the Customer the employees or agents of the Customer or a third party which may arise after the delivery or installation of the goods;

(iii) in respect of goods supplied to the design or specification of the Customer:

(1) the Company’s obligations in respect of the supply of such goods or materials shall be limited to the provision of any guidance or instructions as specified at the time of order;

(2) the Company provides no warranty in respect of the accuracy or completeness of any guidance of instructions as provided under Clause 11(c)(iii)(1) above;

(3) the Company provides no warranty and accepts no liability in respect of any assistance provided to the Customer in respect of the installation of such goods or material and the Customer accepts that this is a reasonable limitation of liability in such circumstances; and

(4) the Company accepts no liability for the incorrect installation or assembly of such goods or materials.

(iv) the Company accepts no liability whatsoever arising from fair wear and tear, neglect, misuse, improper adjustment or any use other than in accordance wit

the instructions or recommendations of the Company or any third party supplier.

(v) the Company accepts no liability whatsoever for any failure by the Customer to comply with any statutory or other regulation or local bye-law affecting the siting, use, construction or operation of goods, and any necessary approvals or consents shall be obtained by the Customer at its own cost;

(vi) if goods supplied under the contract are supplied by a third party subject to that third party’s warranty, the Customer’s remedy for any defect lies against that third party rather than against the Company;

(vii) if goods are supplied for a specific purpose of the Customer, no warranty is given by the Company as to fitness for such purpose irrespective of knowledge of it.

(d) The Company’s liability to the Customer is limited to the greater of:

(i) the price paid for the goods under the contract; or

(ii) the sum paid for maintenance within the current contract term to date.

12. CDM Regulations

(a) The Customer agrees that where the CDM Regulations apply to maintenance works then the provisions of Clauses 12(b) to 12(e) below shall apply.

(b) The Customer warrants to the Company that the Customer is aware of all of its obligations and duties as a client for the purposes of the CDM Regulations.

(c) The Customer agrees that the Company shall not be appointed as either the principal designer or the principle contractor for any maintenance works carried out by the Company unless agreed in writing by the Company.

(d) The Customer warrants that it shall require the principal designer and principal contractor that it appoints for any installation or maintenance works to comply in full with their respective obligations under the CDM Regulations, including preparation and updating of health and safety documentation.

(e) The Customer warrants that it has provided the Company with all such information as the Company may require upon entering into any contract with the Customer so as to allow the Company to assess its obligations under the CDM Regulations.

(f) In the event of breach of Clause 12(e) the Company shall be entitled to charge the Customer such reasonable sum as the Company incurs or becomes liable for as a result of such breach.

13. Intellectual Property Rights and Confidentiality

(a) Unless agreed otherwise in writing by both Company and Customer:

(i) any design, drawing, specification or other document (in written or electronic form) prepared or produced by the Company shall remain the exclusive property of the Company; and

(ii) the Customer shall not disclose any design, drawing, specification or other document (in written or electronic form) prepared or produced by the Company to any third party.

(b) Where the Customer provides the Company with any design, drawing, specification or other document for the purpose of the Company providing its services to the Customer, the Customer grants the Company a non-exclusive, royalty-free, worldwide, non-transferable licence to copy and modify such material for the purpose of provision of such services.

(c) The Customer shall not use any information provided in confidence by the Company for any purpose other than to fulfil its obligations to the Company, and indemnifies the Company in respect of any and all loss or damage arising from a breach of this Clause.

(d) The Customer agrees to indemnify the Company in respect of any claim for infringement of any intellectual property right arising from:

(i) the design of any item to a specification provided by the Customer; or

(ii) the installation by the Company of any equipment supplied by the Customer.

(e) The Customer agrees to notify the Company of any claim or notification of proposed claim arising from any asserted intellectual property right relating to the goods, and acknowledges and accepts that the Company may conduct and at its own discretion settle such dispute.

14. Force Majeure

In the event of war, invasion, act of foreign enemy, hostilities (whether war has been declared or not), civil war, rebellion, revolution, military or usurped power, act of God, force majeure, epidemic or any other matter or occurrence beyond the control of the Company or the failure on the Part of the Customer to make due and timely supply of all materials and/or data and specifications as may be required and agreed as terms of the acceptance of any order by the Company, the Company shall be relieved of all liabilities incurred under the contract wherever and to the extent to which the fulfilment of such obligations is prevented, frustrated or impeded as a consequence of any such event or by the Statute Rules regulations Orders or Requisitions issued by any Government Department Council or other duty constituted authority or from strikes, lock-outs or other withdrawal of labour force, breakdown of plant or any other causes (whether or not of a like nature) beyond the Company's control.

15. Law and Jurisdiction

(a) The contract is deemed to be made under and in accordance with English law.

(b) Any dispute under the contract shall be subject to the exclusive jurisdiction of the Courts of England and Wales.