CONDITIONS OF SUPPLY OF GOODS AND SERVICES

1 General

1.1 In these conditions “we” “us” “our” “the company” means HoistQuip Ltd. “You” “Your” “the buyer” means the person or organisation placing a contract with us. “Equipment” means the goods &/or services supplied by us. “Despatch” is when equipment leaves our premises whether carried by ourselves, contractor or you

1.2 Unless otherwise agreed by a Director of the Company these conditions supersede any other conditions issued and shall override any terms or conditions stipulated, incorporated or referred to by you at any stage even if these are stated to take precedence over any other conditions.

1.3 The contract will commence from the time we have received instructions, either in writing or verbally, from a person representing the buyer and issuing an order.

1.4 You shall not assign or transfer any of your interest hereunder.

1.5 You will acquaint yourself with statutory and other relevant requirements relating to the equipment and its use and you will comply with such requirements. You will also ensure that any purchaser of the equipment from you will also acquaint himself with and will comply with such regulations.

1.6 You will assume sole responsibility for the capacity, application and performance characteristics of the equipment being adequate and suitable for your requirements and also for the accuracy of all information written or otherwise supplied by you to us.

1.7 Unless otherwise stated our prices are subject to withdrawal prior to acceptance of contract

1.8 The company reserves its entitlement to sub-contract the contract or part thereof.

2 Specification, Drawings and other information

2.1 Our drawings, weights, dimensions, shipping specifications and other descriptive matters are approximate only unless specified otherwise. We reserve the right to change materials, dimensions, design and descriptions without notice provided these changes do not substantially affect performance or cost

2.2 Your order is accepted subject to you providing us with all information to enable the contract to proceed without delay

2.3 All information documents and materials supplied to you by us relating in any way to the equipment are confidential and copyright Without our prior written consent no such material or information shall be disclosed to any third party.

2.4 When necessary, drawings with working dimensions will be submitted for your approval and should be signed by a responsible person. Once the signed drawings have been received by us, any changes will be your responsibility and any extra costs will be charged as an addition to the contract.

3 Price

3.1 Unless otherwise stated our prices are ex-works £Sterling and do not include VAT, any other Government charge or duty, special packing, insurance, loading, storage, delivery, installation, site testing or similar charges.

3.2 The price will have been given either in writing or verbally if it is a fixed price contract. Alternatively prices will be those in effect at the time of despatch. Any additional charges imposed on us by suppliers between quotation and despatch may be passed on unless we have agreed to a fixed price

4 Delivery and transfer of risk

4 1 Periods quoted for despatch and completion start from the date of the contract and are subject to condition 2.2 being met including the prompt return by you of drawings sent for your approval. Partial despatches shall be permissible. We will do our best to meet all despatch and completion dates but will accept no liability for failure to do so

4.2 Unless agreed otherwise delivery is at your expense and conditions as follows a) Equipment will be packaged or otherwise as we deem proper for protection against normal handling. Any special packing must be confirmed in writing and will be charged extra. b) The routing and manner of carriage will be at our discretion and the value of any insurance being at our contract price for the equipment c) We shall not be liable for damage, shortages or loss in transit unless you notify us and the carriers within three days of receipt of the equipment d) We will not be liable for unloading of equipment or placing in position on site except as specified in the contract

4.3 All risk shall pass to you not later than the moment of despatch, except where we have agreed to deliver and then from the moment of delivery to your site.

4.4 If you are unable to receive equipment at the despatch time, we shall have the right to make a storage charge and the risk will have passed to you at that time. 4.5 If you are unable to receive equipment at the agreed time and delivery has to be made again you will be liable for any extra charges.

5 Payment and title

5.1 All invoice sums must be paid within the time stated from the invoice date. Progress payments are due if stipulated on our quotation and have been agreed as part of the contract We may charge interest at 4% over bank base lending rate on all unpaid sums.

5.2 We reserve the right to suspend completion of, or terminate the contract if payment terms are not complied with, holding you liable for any damages or costs arising there from.

5.3 You will discharge all sums due under this contract without any claim for set-off or counterclaim whatsoever.

5.4 Title in the equipment shall not pass to you until all sums owing to us whether under the contract or any other contract have been paid. Until title has passed to you: a) You shall return the equipment to us forthwith upon the happening of any of the events specified in clause 10 or upon demand made by us at any time after payment is due and you shall irrevocably permit us, our servants or agents to enter your premises and to repossess the equipment at any time and you will be liable for our costs b) You shall not sell the equipment except in the ordinary course of business and then only on terms that you do so as an agent for us and that you will hold upon trust and keep separate for us so much of the proceeds of sale received by you as is necessary to discharge payment in full to us. c) We shall be entitled to sue for payments due even if the title to the equipment has not passed by virtue of this clause.

6 Erection, Installation, Commissioning, Test and Inspection.

6.1 Erection, installation, commissioning, test and inspection are not included unless specified in the contract, in which case they will be quoted either as a lump sum or an hourly basis.

6.2 When quoted at a lump sum price we have assumed one continuous visit each day with no restrictions on working hours and with clear access to site. We will charge extra for additional time on site: a) Due to delays and/or interruptions beyond our control b) Where circumstances necessitate the employment of methods other than those proposed in the contract for lilting and erecting equipment c) Where you specify special times for working such as night shift, weekend, bank holiday, etc d) When quoted hourly our charges will include all travelling time and will be at the rates prevailing at the time the work is carried out Any fares, expenses, allowances, etc will be charged at extra cost.

6.4 When quotations are given without prior inspection of the site by us, the price may be revised after such inspection has been made.

6.5 Our offer excludes any items not specified in our contract. You are solely responsible for the adequacy of all structures, foundations, etc. to be used in conjunction with the equipment

6.6 Where work has been carried out as included in this clause the contract is deemed to be complete if the equipment is satisfactory for use in accordance with the contract notwithstanding minor omissions or defects which do not materially effect such use

6.7 The consent of any government, local or other authority necessary to fulfil the execution of the contract shall be obtained by you

7 Warranty

7.1 For new equipment (excluding components not manufactured by us or which are specified and/or supplied by you) defects which arise during the period of 6 calendar months from the date of despatch as defined in clause 1.1 and which are attributable to faulty materials or workmanship will be made good either by repair or by the supply of replacement parts at our option. This warranty excludes wearing parts and is based upon normal working duty of one 8 hour shift per day. Should this be exceeded the warranty period will be reduced accordingly. Where equipment is installed outside the UK, parts repaired or replaced under warranty will be delivered to the UK consignment address or UK port. Any variations from the above with regard to parts, labour or period of warranty will be stated on our quotation and be part of the contract.

7.2 For equipment or components not manufactured by us the original manufacturers warranty will apply

7.3 Our warranty only applies if the equipment has been located installed and maintained strictly in accordance with good engineering practice, our data, operating & installation instructions and drawings.

7.4 Our liability under warranty is conditional upon you giving to us in writing a full description of any fault forthwith upon its discovery. If a warranty claim occurs the defective equipment must not be used until repairs are carried out by us. We must be notified of any such claims within one week of the end of the warranty period and any such claims must be made in such a manner as to enable us to comply with the provisions of clause 7.2.

7.5 If you claim that the equipment is defective in material or workmanship or does not conform to specification then we will issue instructions for the return of the equipment to us properly identified or we will examine the equipment on site at our option. Our examination and test shall be conclusive and if the claim is not justified such test and examination charges will be paid by you. No allowances shall be made to you for any transport, materials or labour charges unless authorised by us in writing

8 Exclusions and Consequential loss

8.1 Except as may be provided by these conditions of sales we shall not be liable for: a) Any loss or damage of whatsoever kind (including consequential loss or damage) howsoever caused other than death or personal injury arising from our negligence caused to you or any third party and any term, condition, warranty or representation to the contrary other than under Section 12 of the Sale of Goods Act 1979 whether express or implied is excluded insofar as such exclusion is not permitted by law. b) The company shall not be liable for loss of profit, damage to plant, or for any expenditure incurred on goods supplied or on equipment upon which services have been rendered or for any consequential or special loss or damage sustained by you by reason of breach of contract by the company. c) You will indemnify the company against such loss or damage arising from any unclear or indistinct or ambiguous instructions given to us. d) Any representation written or oral made to you by us or by anyone on our behalf before the contract is made unless specifically agreed in writing by a director of the company that the said representation is a term of the contract.

8.2 Except as otherwise stated herein you shall indemnify us against all liability to third parties including costs, charges and expenses which we may incur or suffer in connection with the existence and/or use of equipment whether or not the property of the said equipment has passed to you at the time when such claim arises.

8.3 Further in the case of a contract for the international sales of equipment all guarantees, warranties and/or conditions (including any conditions and/or warranties as to quality or fitness for any particular purpose) whether expressed or implied by statute, common law or otherwise are expressly excluded and hereby negated

8.4 We shall not be liable for delay in the delivery or commissioning of any equipment. If such delay occurs then (unless the cause thereof shall frustrate or render impossible or illegal the performance of the contract or shall otherwise discharge the same) the period for performing our obligations shall be extended to such period (not being limited to the length of the delay) as we may reasonably require to complete the performance of our obligations.

9 Patents

9.1 We shall indemnify you in respect of any claims against you for patent infringement in connection with the equipment subject to the following a) This indemnity shall not apply to materials supplied by you for incorporation in the equipment or where the equipment is modified by you without our written consent or used in a manner or for a purpose not specified in your order or for which it was not designed or if the equipment or any part thereof is used in combination with equipment or other devices not made or supplied by us. b) You must notify us immediately in writing of any allegations of infringement c) You must at our request allow us to conduct and/or settle all negotiations and litigation in such manner as we shall at our discretion decide and must give us all authority, information and assistance required in connection therewith. The costs incurred or recovered in such negotiations or litigation shall belong to or be borne by us. d) You must not by any act (including any admission or acknowledgement or omission) prejudice the negotiations or litigation above referred to nor must you enter into any compromise or settlement in respect of any such allegation. e) This indemnity states our entire liability in respect of the rights above referred to.

9.2 We may at our option modify or have returned the equipment so as to avoid infringements but without any liability being incurred by us in so doing.

10 Insolvency of default

10.1 If you commit any breach of the contract or become insolvent or stop or threaten to stop payment or become unable to pay your debts or commit any act of bankruptcy or go into liquidation or have a receiver appointed as to all or any part of your assets we reserve the right to terminate the contract forthwith but without prejudice to any right or remedy which we may lawfully enforce or exercise and without any obligation to return to you any sums paid to us hereunder We shall be under no liability to complete any work started be it of design, manufacture or commissioning and may stop any equipment in transit to you unless paid for in full

11 Hire

11.1 Our conditions of hire and indemnity are not detailed here but are to be applied when equipment is hired from us.

12 Arbitration

12.1 If any dispute question or difference shall arise between you and us (other than an action for payment of sums owing to us) which we are unable to resolve between you and us then the matter shall then be referred to arbitration under the Arbitration Act 1950-1979 or any statutory modifications or re-enactment for the time being in force.

13 Lega1 Constructions.

13.1 Unless otherwise stated any contract with us shall be governed by and construed in accordance with the law of England.

13.2 All rights and obligations are finally and exclusively stipulated by the regulation of this contract.

Returns

It is your responsibility to check the goods on delivery. All our goods are sold to you with the benefit of the manufacturer's warranty. We will accept returns of faulty goods notified to us within 14 days of delivery.

If faulty goods are to be returned to us you must obtain an RGA (Returned Goods Authorisation) from us, please contact HoistQuip on Tel 01743 446666. The RGA will be valid for 28 days. We will arrange for collection of the Goods, which must be available for collection in their original packaging together with all accessories and manuals. We cannot accept unauthorised returns which do not have an RGA.

If you change your mind we may take goods back at our discretion if they are unopened, unused and in perfect condition. There will be a handling charge of 15% of the purchase price (or £20 whichever is greater) plus a collection charge of £6.95 for this service. Please contact HoistQuip on Tel 01743 446666.