Terms & Conditions of Sale

These conditions apply to all quotations given by INTRAD LTD. ("INTRAD LTD.") and to all orders accepted by them. Customers' inconsistent terms or conditions do not apply unless agreed in writing by a director of INTRAD LTD..

1. Quotations

All quotations are subject to withdrawal or alteration without notice before acceptance, and do not constitute an offer to supply. Quotations lapse after 3 months (unless otherwise stated) in any event.

Orders will be fulfilled at INTRAD LTD.'s price ruling at the date of dispatch unless supplied under an accepted fixed price quotation; unless a price is expressly quoted as fixed, the quotation is based on INTRAD LTD.'s scheduled rates and material prices current at the date of quotation, and any additional charges resulting from increases in such rates and prices between the date of quotation and date of dispatch (in the case of 'supply only' contracts), or installation (in the case of 'supply and installation' contracts), will be added to the contract price.

SUPPLY ONLY QUOTATIONS –The customer must supply written site dimensions where applicable, together with detailed requirements and specification before INTRAD LTD. commences manufacture. Site visits by INTRAD LTD. To ascertain such information are not included unless otherwise expressly agreed and may be subject to additional cost. 'Supply only' quotations do not include bolts or screws for fixing to substrate.

SUPPLY AND INSTALLATION QUOTATIONS – Unless otherwise expressly agreed supply and installation quotations do not include:

(a) access scaffolding, cranage or hoisting facilities;

(b) builders' work (such as cutting holes in stone, brickwork or concrete building substrates or making good); or

(c) removal of floor/wall finishes to gain access to fixing locations or making good;

(d) removal or relaying of carpets;

and these items will be subject to additional charges.

INTRAD LTD. does not accept liability for any defect arising from products (otherwise correctly installed) being fixed to insufficient substrates.

Protection of works on completion of installation is the customer's responsibility and is not included in INTRAD LTD.'s quotation.

Prices quoted are ex INTRAD LTD.'s premises unless otherwise agreed, and transport packing and transport is subject to an additional charge.

All prices quoted exclude Value Added Tax which will be added at the applicable rate.

2. Orders

No order amounts to a binding contract until a written acceptance has been issued by INTRAD LTD. in the form of an Acknowledgement of Order.

All orders for INTRAD LTD.'s normal range of products will be fulfilled on the basis of INTRAD LTD.'s specifications for those products and in the absence of INTRAD LTD.'s express written agreement all orders for such products shall be read accordingly, despite any customer's specifications to the contrary.

The customer may not cancel or vary an order once it has been accepted by INTRAD LTD. without INTRAD LTD.'s written consent. The customer will be responsible for all costs incurred by INTRAD LTD. in respect of any cancelled or varied order.

In the case of orders placed for products of the customer's design or specification, INTRAD LTD. shall not in any circumstances be liable for (or shall be taken to approve or warrant) such design or specification. The customer shall indemnify INTRAD LTD. against any breach of applicable regulations or any other breach or liability whatever (including breach of any third party intellectual property right) connected with such products.

3. Payment Terms

Unless the customer has a credit account, payment is due in full prior to delivery. Payment must be made to INTRAD LTD, St. Albans Road West, Hatfield, Hertfordshire. AL10 0TF, unless otherwise stated.

Credit accounts are at INTRAD LTD.'s discretion and will not normally be opened without a completed and signed Credit Account Application Form being submitted by the customer (this will include a request for three satisfactory written trade references and customer approval for INTRAD LTD. to obtain a bank reference at their discretion). INTRAD LTD. may set a credit limit at its discretion and any order which, by itself or with other orders, exceeds the credit limit must be paid for prior to delivery.

INTRAD LTD. reserves the right to withdraw or vary credit account facilities at any time. Unless otherwise agreed payment terms are net, and credit account customers must settle in full within 30 days of the invoice date. Customers are not entitled to withhold payment wholly or in part on any ground whatsoever, and no retention, deduction or set-off of any kind is permitted. If payment is not made in full by the due date, INTRAD LTD. may charge interest on the outstanding amount at a rate of 2% over the base rate of HSBC BANK PLC from time to time before and after any judgement.

If any payment is not made by the due date or if the customer becomes insolvent (within the meaning of the Insolvency Act 1986), INTRAD LTD. may cancel or suspend further deliveries, whether under the same order or any other order.

The costs incurred by INTRAD LTD. in the recovery of any sums due shall be borne by the customer.

4. Delivery

Delivery dates are estimates only; the customer may not cancel or vary its order because of any delay (unless the delay continues for 30 days or more when the customer can cancel on 14 days' written notice).

If delivery is delayed for any reason outside INTRAD LTD.'s control (including but not limited to trade disputes and court orders) INTRAD LTD. is not liable for any losses sustained by the customer (or any other person) as a result of such delay, and in other cases INTRAD LTD.'s liability is limited to any additional cost incurred by the customer in obtaining replacement products.

The customer must ensure that the vehicle delivering INTRAD LTD.'s products can gain access to the delivery site and the customer must at its own expense provide the necessary labour to off-load and stack such products without delay on arrival.

If delivery of the products is delayed, or double handling is necessary, because of the lack of hard surface roads giving access to the delivery site, or for any other reason not attributable to INTRAD LTD., any additional cost is payable by thecustomer to INTRAD LTD. and will be added to the contract price.

5. Defects

The customer must inspect all products on arrival and in the event of any shortage, damage, or non-conformance with the contract, notify INTRAD LTD. In writing as soon as possible and in any event within 7 days of delivery. Any nondelivery must be notified in writing within 5 days of the invoice date. In both cases time is of the essence.

Returned products will not be accepted by INTRAD LTD. unless INTRAD LTD. has issued a written authorisation for their return. Products returned following such authorisation remain the responsibility of the customer until they are received by INTRAD LTD.. Returned products must be sent carriage paid.

6. Ownership

All products belong to INTRAD LTD. until INTRAD LTD. have received cash or cleared funds for the full amount due in respect of those products and all other products supplied by INTRAD LTD. to the customer or to any associated company (meaning a company which controls, is controlled by, or is under the same control as the customer, within the meaning of the Income and Corporation Taxes Act 1988), at any time including any outstanding interest and costs.

The customer shall:

(a) store all products belonging to INTRAD LTD. separately and marked in such a way that they can be readily identified as belonging to INTRAD LTD.; and

(b) if so requested by INTRAD LTD., insure such products against loss or damage by fire, flood, theft or attempted theft in their full value in the joint names of the customer and INTRAD LTD..

The customer may re-sell INTRAD LTD.'s products (or any products produced from or with INTRAD LTD.'s products) as mercantile agent, but only on terms that title to the products does not pass to the customer's buyer until the customer has received payment in full of all monies owing from its buyer. Until such payment INTRAD LTD. may recover payment for the products from the customer's buyer in accordance with the Factors Act 1889, s12(3).

The customer's right to possession of INTRAD LTD.'s products and its right to resell such products ceases if the customer:

(a) fails to pay the full purchase price and all additional delivery costs charges and interest to INTRAD LTD. in respect of any order within the time stated in condition 3;

(b) becomes insolvent (within the meaning of the Insolvency Act 1986);

(c) enters into a scheme of arrangement of its affairs;

(d) has an administrator or liquidator appointed;

(e) has a resolution passed or order made for its winding up; or

(f) has a receiver or administrative receiver appointed in respect of all or part of its assets.

INTRAD LTD. may, in order to recover any products belonging to it, enter any premises where its products are reasonably thought to be stored and re-possess the same (with the right to sever), and the customer irrevocably licenses INTRAD LTD., its employees and agents, to enter such premises for that purpose and to sign any authority to a third party to permit such access or to recover such products.

The right to recover the products does not prejudice any other right of INTRAD LTD. for non-payment.

7. Risk

All products are at the customer's risk when they have been delivered into its (or its agent's or carrier's) possession or custody, or to the place of delivery set by the customer, or (if earlier) at the end of the seventh day after the date INTRAD LTD. notifies the customer that the products are ready for collection or dispatch. The customer must indemnify INTRAD LTD. against all loss, however arising, in the event of any loss of or damage to products which are at the customer's risk but which still belong to INTRAD LTD., up to the total amount due from the customer to INTRAD LTD.

8. Resale Price

ALL products are supplied by INTRAD LTD. on the basis that the customer shall not resell, advertise, or offer for resale except:

(a). for not more than any maximum resale price set by INTRAD LTD.; and

(b). where a maximum resale price is set by INTRAD LTD., (i) without first notifying the buyer in writing of such maximum resale price and that such products are not to be resold, advertised, or offered for resale (whether by that buyer or any subsequent buyer) except in accordance with this clause, and (ii) on terms that impose on the buyer an obligation to resell on the same terms.

9. Copyright, Design Right and Inventions

All drawings and specifications prepared by INTRAD LTD. remain the property of INTRAD LTD. and all copyright, design right and the right to any inventions belongs to INTRAD LTD.. No copies or extracts may be made of documents prepared by INTRAD LTD. without their prior written consent.

10. Trade Marks

Products must not be sold under the trade mark INTRAD or any other trade mark belonging to or licensed to INTRAD LTD. or by reference to INTRAD LTD.:

(a) if the products or their packaging have been damaged or altered in anyway;

(b) except in the packaging supplied by INTRAD LTD., without any alteration;

(c) if any written matter has been added to the products or their packaging which is likely to injure the reputation of the INTRAD trade mark or other trade marks belonging to or licensed to INTRAD LTD.;

(d). if the INTRAD trade mark, or other trade marks belonging to or licensed to INTRAD LTD., have been altered in any way or partly removed or obliterated;

or

(e). if any other trade mark is applied to the products or their packaging (except by INTRAD LTD.) If INTRAD LTD.'s trade marks are removed or obliterated then all other references to INTRAD LTD. must also be completely removed or obliterated before resale.

The customer must not use the trade mark INTRAD, or any other trade mark belonging to or licensed to INTRAD LTD., in connection with any products or services except products supplied by INTRAD LTD. under the trade mark in question.

11. Third Party Claims

If any person makes a claim against the customer that:

(a) products supplied by INTRAD LTD., (except those supplied to the customer's design) and not altered in any relevant respect infringe any patent, registered design, copyright, design right, trade mark or similar rights in the United Kingdom (or in other country to which the products are delivered by INTRAD LTD. at the customer's request); or

(b) (except as aforesaid) sale or use of such products (for their intended purpose) in any such country by the customer, or by direct or indirect purchasers from the customer, constitutes such infringement; or

(c) (except as aforesaid) sales of such products in any such country under the trade marks or get-up under or in which such products are sold by INTRAD LTD. (unless the trade marks or get-up have been specified by the customer) is an infringement of any trade mark or amounts to passing off or unfair competition; then the customer must immediately notify INTRAD LTD. of the claim and promptly pass to INTRAD LTD., unanswered, all documents and communications received in connection with the claim, and give INTRAD LTD. all reasonable help in defending it.

The customer must not make any admission of liability or prejudice or compromise any claim without INTRAD LTD.'s written consent, and must allow INTRAD LTD. To defend the claim (and prosecute or defend any appeal) in the customer's name. The conduct of any proceedings shall be in INTRAD LTD.'s absolute discretion who will (provided the customer and all direct and indirect purchasers from the customer take no part in the proceedings without INTRAD LTD.'s written consent, compliance with this requirement being of the essence) indemnify the customer against all costs and damages in connection with the claim.

Subject to the preceding paragraph, INTRAD LTD., its officers, employees and agents shall not be liable on any basis in respect of any claim or finding that the possession, re-sale or use of products supplied by INTRAD LTD. is an infringement of any patent, copyright, design right, registered design, trade mark or similar right or amounts to passing off or unfair competition (whether in the United Kingdom or elsewhere) except where:

(a) the Unfair Contract Terms Act 1977 applies, and such exclusion would fail to satisfy the requirement of reasonableness contained in that act; or

(b) the customer is a consumer within the meaning of that act or the Unfair Terms in Consumer Contracts regulations 1994.

In the case of products produced to the customer's design, specification or supplied under trade marks or in get-up specified by the customer:

(a) INTRAD LTD. shall not in any circumstances be liable for (or shall be taken to approve or warrant) such design, specification or the right to use such trade marks or get-up; and

(b) the customer shall indemnify INTRAD LTD. against any breach of any applicable regulations (whether in the United Kingdom or elsewhere) or any other breach or liability whatever including infringement of any third party's rights.

12. Variations and Liability

Due to INTRAD LTD.'s policy of continually improving its product range, the design and specification of products may vary from those shown in promotional items.

As different processes are used in manufacture, colour variations may occur. No liability is accepted by INTRAD LTD. for any changes which may take place in the colour of the products when subjected to the long term effects of excessive heat or direct sunlight.

If products are shown to be defective in manufacture due to faulty workmanship or use of faulty materials, INTRAD LTD. will at their option replace such defective products free of charge or refund the purchase price, but INTRAD LTD. shall not be under any further liability in any circumstances.

INTRAD LTD. takes appropriate care to ensure the accuracy of all data supplied (including fixing instructions, which serve as a guide only) but INTRAD LTD. will not be liable on any basis for any expense or loss wholly or partly attributable to the use of data or advice given by INTRAD LTD., except where:

(a) the Unfair Contract Terms Act 1977 applies, and such exclusion would fail to satisfy the requirement of reasonableness contained in that Act; or

(b) the customer is a consumer within the meaning of the Unfair Terms in Consumer Contracts Regulations 1994.

INTRAD LTD. is not liable on any basis for any consequential loss (however occurring) arising out of any defect in products or designs provided, errors in advice given or services supplied, or failure or delay in supplying products advice or services, except where:

(a) the Unfair Contract Terms Act 1977 applies, and such exclusion would fail to satisfy the requirement of reasonableness contained in that Act; or

(b) the customer is a consumer within the meaning of the Unfair Terms in Consumer Contracts Regulations 1994.

INTRAD LTD. does not exclude liability under these conditions for death or personal injury due to its negligence. Nothing in these conditions affects the rights of a consumer within the meaning of the Unfair Contract Terms Act 1977 or the Unfair Terms in Consumer Contracts Regulations 1994.

13. Waiver

No addition or alteration to these conditions is binding on INTRAD LTD. unless expressly agreed in writing by a director of INTRAD LTD.

14. Law

These conditions and any contracts including them, are subject to English Law and the English courts have jurisdiction in the event of any dispute.

INTRAD Limited

184 St. Albans Road West,

Hatfield, Hertfordshire AL10 0TF. United Kingdom.

Telephone: 01707 266726 • 273573

Facsimile: 01707 263614

VAT Registration No. GB 229 5900 49