1.0 INTRODUCTION

1.1 The following terms and conditions are the only terms and conditions upon which Dugdale plc ("Dugdale”) will supply its products to a Purchaser and the terms of the Advice Note and of these Conditions shall constitute the entire agreement between Dugdale and a Purchaser.

1.2 No purported variation of these Conditions will be effective unless expressly accepted in writing by Dugdale under signature of a Director and in no other circumstances shall a Purchaser’s standard conditions of purchase apply.

1.3 Dugdale and its employees or agents shall be under no liability to a Purchaser in respect of any statements representations or warranties made other than as confirmed by a letter signed by a Dugdale director, and no employee or agent has any power to make any representations or warranties in relation to any of the Products.

1.4 The giving by a Purchaser of any delivery instructions for the Products, or the acceptance of any of the Products by the Purchaser, or any conduct of a Purchaser consistent therewith or with confirmation of a purchase, shall constitute unqualified acceptance by a Purchaser of these conditions.

2.0 DEFINITIONS

2.1 In these Conditions the expression “Advice Note” shall mean the note setting out the terms of the contract to be signed by the Purchaser on delivery, and the expressions "the Purchaser”, “the Products” and “the Price” shall have the respective meanings shown in the Advice Note as the case may be.

3.0 ACCEPTANCE

3.1 Unless otherwise expressly stated in writing, all quotations and estimates issued by Dugdale are invitations to treat. Quotations shall only be available for acceptance for a maximum period of 30 days from the date thereof and may be withdrawn or altered by Dugdale within such period at any time without notice. No contract shall be made by the acceptance by the Customer of any quotation made by Dugdale.

3.2 Dugdale shall notify Purchasers of its acceptance of an order placed by a Purchaser by forwarding to such Purchaser an Advice Note or other appropriate confirmation whereupon the contract between Dugdale and the Purchaser shall be deemed to be made.

3.3 Any quotation is made on the basis that orders will be placed by Purchasers in the quantities therein stated. Should a Purchaser place an order for part quantities only, Dugdale reserves the right to submit a revised quotation.

4.0 PRICE

4.1 All prices shown in any price list which Dugdale may from time to time issue shall be subject to variation without notice.

4.2 Unless otherwise stated, the price shown in the contract documents and in particular the Advice Note shall include the cost of transport and insurance to the point of delivery.

4.3 Dugdale shall be entitled to adjust the Price before or after the contract is entered into to reflect the additional cost to Dugdale of supplying the Products caused by any reason beyond the control of Dugdale including (without limitation) changes in exchange rates or the action of any government or authority or increases in labour, raw materials, production, transport and insurance costs.

5.0 PASSING OF PROPERTY

5.1 Title to and property in the Products shall, notwithstanding delivery to the Purchaser, remain in Dugdale until the Purchaser has paid all sums due to Dugdale in relation to the Products and all other goods agreed to be sold by Dugdale to the purchaser for which payment had not yet been made and for the purpose of recovery of its goods Dugdale may by its servants or agents enter upon the Purchaser’s premises and repossess remove and resell the Products and the Purchaser shall make no claim against Dugdale in respect of such entry repossession removal or resale.

5.2 The Purchaser shall not until payment in full has been received mix the Products with other objects or convert products to other objects whether by the process of manufacture or otherwise. In the event that the Purchaser shall mix or convert the Products in breach of the foregoing, such mixed or converted products shall be deemed to be the property of Dugdale.

5.3 Until Dugdale is paid in full for all the Products, the relationship of the Purchaser to Dugdale shall be fiduciary in respect of the Products and the Purchaser shall account to Dugdale as bare trustee for any proceeds of earlier sale or of any insurance claim representing the Products and pending payment thereof to Dugdale shall keep the same in a separate bank account.

5.4 Until payment in full is made for the Products the Purchaser shall where reasonably practicable insure and keep the Products in such a way that they are clearly identified as the property of Dugdale and upon demand forthwith return the Products to Dugdale.

6.0 PASSING OF RISK

6.1 Risk in the Products shall pass to the Purchaser immediately upon delivery to the Purchaser.

7.0 DESPATCH/DELIVERY

7.1 Unless otherwise stated delivery of goods consigned to an address within the United Kingdom shall be made when they arrive at the Purchaser’s place of business and delivery of goods consigned to an address outside the United Kingdom shall be made CIF to such an address.

7.2 Whereas Dugdale shall use its best reasonable efforts to deliver on time, time shall not be of the essence of the contract and Dugdale shall be entitled to deliver the Products at any time within 30 days of any stated delivery date. If delivery is delayed by strikes, lock-outs, fire, accidents, defective materials, delays in receipt of raw materials or bought-in-goods or components or any other cause beyond the reasonable control of Dugdale a reasonable extension of time for delivery shall be granted to Dugdale and the Purchaser shall pay such reasonable extra charges as shall have been occasioned thereby.

7.3 If the Purchaser fails to take delivery on the agreed delivery date or when the Products are ready for despatch Dugdale shall be entitled to store and insure the same and to charge the Purchaser the reasonable costs of so doing.

7.4 If under the contract the Products are to be delivered by several instalments each such instalment shall be treated (except for this paragraph) as a separate and identifiable contract and the rights of the either party therefore shall be construed accordingly, save only that Dugdale may suspend delivery whilst payment is overdue in respect of any previous instalment. If Dugdale shall fail to make delivery or shall make defective delivery of any instalment, such failure or defective delivery shall not affect the obligations of the parties in respect of any other instalments under the Contract.

7.5 When it is necessary for the Purchaser to supply particulars of any work, processing or special requirement or otherwise in connection with the manufacture of the products or to do any other act to enable Dugdale to deliver the same, such particulars must be furnished or such other act performed in good time to enable Dugdale to deliver on the stated date. In the event of the Purchaser’s failure to comply with this condition, Dugdale may at its option cancel the contract in whole or in part by giving written notice thereof to the Purchaser, or extend the period for delivery as shall be appropriate to reflect the Purchaser’s failure.

8.0 NON-DELIVERY/SHORT DELIVERY/DAMAGE

8.1 Any claim of non-delivery of any consignment of the Products must be made by the Purchaser in writing to the carrier and to Dugdale within 10 days of the date of Dugdale advice note or invoice or other notification of despatch relating thereto, or such shorter time limit as may be specified in any conditions of the carrier. Failure by the Purchaser to comply with this condition shall render the Purchaser solely liable for any loss arising or damage suffered through failure to inform the carriers or the insurers within the required time limits.

8.2 The Purchaser shall note any claim for short delivery and/or damage to the Products on the delivery schedule at the time of delivery and shall confirm such claims in writing to Dugdale within 3 working days from the date of delivery. In the event of any such claim Dugdale shall be given a reasonable opportunity to inspect the Products before any use is made of them or any alteration or modification is made to them by the Purchaser. Compliance with this requirement shall be a condition precedent to any claim for short delivery and/or damage to the Products and in the event of failure by the Purchaser to do so the Products shall be deemed to be in all respects in accordance with the contract and the Purchaser shall be bound to pay for the same accordingly. If short delivery does take place, the Purchaser shall have no right to reject the Products but shall accept those delivered in part performance of the Contract.

9.0 DEFECTS

9.1 The Purchaser shall carry out a thorough inspection of the Products within a reasonable time after their delivery (and in any event within 3 days) and shall forthwith give written notice to Dugdale of any defects which such examination reveals.

9.2 In the case of other defects the Purchaser shall give written notice within 3 days of discovering defects in the Products and shall afford Dugdale reasonable opportunity to inspect such defective Products. No claim will be accepted by Dugdale for defective Products later than 42 days following their delivery.

9.3 Subject to compliance with the foregoing obligations, which shall be conditions precedent to any liability of Dugdale, Dugdale will in respect of any of the Products which it agrees are defective, either replace the same or credit the invoice value of the same, and any such rectification, replacement or credit shall be in full satisfaction of all claims of the Purchaser directly or indirectly arising therefrom.

9.4 Where the Products comprise or include components or goods not of Dugdale’s manufacture. Dugdale will assign to the Purchaser as far as it is able so to do, its rights against the manufacturer of such components or goods and such rights shall be taken by the Purchaser in extinction of and in substitution for any rights which the Purchaser would otherwise have against Dugdale.

9.5 The liability of Dugdale under this clause 9 shall be limited to the invoice value of the Products replaced and save as herein otherwise expressly provided Dugdale shall be under no liability whatsoever (including without prejudice to the foregoing, any liability in tort or for any consequential loss or damage of any kind suffered by the Purchaser or any third party) for any defect in or failure of or unsuitability for any purpose of the Products or any of them whether the same be due to any act or omission, negligence or wilful default of Dugdale its servants agents subcontractors or any of them, or to faulty design workmanship or materials, or any other cause whatsoever. All other representations conditions warranties and other terms whether express or implied, statutory or otherwise, inconsistent with this condition is hereby expressly excluded.

10.0 FORCE MAJEURE

10.1 Dugdale shall use its best reasonable efforts to perform the terms of the contract and in particular to meet all delivery dates but shall not be liable for any failure to observe, or any breach of, the terms hereof by reason of act of God,

war, riot, civil commotion, strike, lock-out, trade dispute, fire, breakdown, interruption of transport. Government action, delay in delivery by suppliers of Dugdale or any other cause whatsoever beyond its control. In the event of such circumstances continuing for more than 30 days (except where goods are in transit) then either Dugdale or the Purchaser may terminate the unperformed part of the contract by notice in writing delivered to the other within 14 days thereafter.

11.0 SAMPLES

11.1 Any samples or shade cards supplied to the Purchaser shall be accepted by the Purchaser as supplied solely for information and as in no way importing any express or implied conditions or warranties as to the suitability of the Products for the Purchaser’s requirement, as to which the Purchaser shall be deemed to have satisfied himself prior to ordering the Products.

12.0 RECOMMENDATIONS

12.1 Whilst all written recommendations made by Dugdale as to the treatment of the Products are made in good faith, Dugdale shall have no responsibility whatsoever for any damage liability cost or expense suffered by the Purchaser or any third party through their following such recommendations.

13.0 SPECIFICATION ALTERATIONS

13.1 Dugdale reserves the right to alter the formulation of any of the Products without prior reference to the Purchaser, provided that the Products comply in all other respects with the Purchaser’s requirements as made known to Dugdale in writing.

14.0 QUANTITY VARIATIONS

14.1 Dugdale reserves the right to deliver against any order an excess or deficiency of up to 10% of the contractual weight, area or volume of the Products on the understanding that the Products invoiced will be those actually delivered. No claim respecting variations in quantity of the Products delivered may be made by the Purchaser if the Products have been mixed by the Purchaser with other goods or have been subjected to any manufacturing process by or on behalf of the Purchaser.

15.0 SUB-STANDARD/SURPLUS STOCK

15.1 Any Products sold by Dugdale as sub-standard and surplus stock shall be accepted by the Purchaser in their actual state and condition and neither the warranty given in Condition 9 hereof nor any other conditions or warranties whether express or implied, whether statutory or otherwise shall apply hereto.

16.0 TRADE MARKS/PATENTS

16.1 The supply of the Products by Dugdale shall not confer any right upon the Purchaser to use any Dugdale trade mark without prior written consent of Dugdale and at all times such trade mark shall remain the property of Dugdale. Neither does it imply any right to use any Dugdale patent or any indemnity against infringement of third party patents.

17.0 ASSIGNMENT

The Purchaser shall not assign or transfer or purport to assign or transfer the contract or the benefit thereof to any other person whomsoever.

18.0 INDULGENCE

No indulgence or forbearance extended to the Purchaser shall limit or prejudice any right or claim available to Dugdale.

19.0 CANCELLATION

If the Purchaser shall fail to make any payment when it becomes due or shall enter into any composition or arrangement with its creditors, or
(a) (being a company) shall have a receiver appointed or shall pass a resolution for its winding-up or have a winding-up petition or a petition for an administration order presented, or
(b) (being an individual) shall fail to pay a debt in excess of the bankruptcy level for the purposes of the Insolvency Act 1986 or in either case there shall be any breach by the Purchaser of any of the terms or conditions hereof, Dugdale may defer or cancel any further deliveries and treat the contract as terminated but without prejudice to its right to any unpaid purchase price for the Products delivered and to damages for any loss suffered in consequence of such breach and termination.

20.0 TERMS OF PAYMENT

20.1 All accounts shall be strictly payable within 30 days following the month of invoice unless otherwise stated.

20.2 The Purchaser shall pay all accounts in full and not exercise any rights of set-off or counter-claim against invoices submitted.

20.3 The Purchaser shall pay interest on overdue accounts at a rate per annum of 4% above Barclays Bank PLC Base Rate, interest to accrue from day to day. If the Purchaser shall fail to pay promptly any discount previously agreed by Dugdale may be withdrawn in the sole discretion of Dugdale and without incurring any liability to the Purchaser.

21.0 OPERATION OF LAW

These Conditions shall be construed and the rights of the parties shall be regulated by the law of England.