SHELBOURNE REYNOLDS ENGINEERING LTD. ("SRE") UK TERMS AND CONDITIONS OF SALE

Application:

1. These are the terms on which SRE supplies goods and services to dealers. No variation to these terms, nor any other terms and conditions by you, shall be of any effect unless such variation or terms are expressly accepted in writing, signed on behalf of SRE. If you have a distribution agreement, then the terms of such agreement may prevail over these terms and you should consult its text.

Pre-Contractual Negotiations:

2. Any prices quoted by SRE remain for thirty days and are exclusive of VAT.
3. You are responsible for ensuring the accuracy of all orders placed and the suitability of the products for your needs and the needs of your customers. In agreeing to purchase you acknowledge that you have not relied upon any advice or representation made by or on behalf of SRE other than any that are confirmed in writing.
4. SRE shall not be obliged to supply any particular products unless and until they have issued a written acknowledgement of order.

Contract Price:

5. Whole Goods and Bunker Orders for Spare Parts- All prices include packaging and delivery to the agreed UK Mainland delivery address.
Other Spare Parts Orders- All prices exclude packaging and delivery.
6. SRE reserve the right to vary the contract price if there is, between quotation and supply, any material increase in the cost to SRE of complying with the contract. Details of the reasons for such increase will be supplied or request.
7. The SRE price list and the discounts comprised in the Trade Terms are indicative only and may be varied from time to time. Notice of such variations will be given as soon as practicable. Such variations shall not, unless made pursuant to clause 6, affect orders acknowledged at the time of notification.

Contract Specifications:

8. SRE reserve the right at any time to alter product specifications, either if such alterations do not materially affect your requirements or in any event if such alteration is necessary to comply with regulations or legal requirements.

Time of Delivery:

9. Where any time or period has been agreed for delivery of the goods such time is an indication only. Unless otherwise accepted by SRE in writing time shall not be of the essence. You must make your arrangements accordingly and SRE shall not be liable for any loss arising from a failure to meet such dates.

Force Majeure:

10. SRE shall not be liable for any failure to comply with any part of the contract if such failure is due to circumstances beyond their reasonable control. SRE shall notify you of the existence of such circumstances. Where these are likely to result in a delay for a period of one month beyond the indicated delivery date you may terminate the contract. If SRE's ability to perform any part of the contract is dependent upon the existence of a license or contract from another the termination of such license or contract shall be deemed a circumstance beyond their reasonable control.

Quality of Goods:

11. Subject to the warranties that SRE are giving you in condition 12, and except where you are purchasing otherwise than in the course of a business, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law. If you are dealing as a consumer (as defined in the Consumer Transactions (Restrictions on Statements) Order 1977) your statutory rights are unaffected.

12. (a) SRE warrants that:

(i) all goods supplied will at the time of despatch from SRE's premises comply with agreed specifications; and

(ii) SRE will have title to the goods at that time; and

(iii) for a period up to and including the first season in which they are used, or 12 months from delivery whichever is the shorter, the goods will be free from defects in material and workmanship.

(b) In each case SRE's liability to you is limited to the aggregate of;

(i) in the case where the goods have been returned to SRE, waiver, or if appropriate refund, of the contract price; and
(ii) payment for warranty work agreed to be done by you, at SRE's then current rates.

(c) SRE shall not be liable in respect of any defect arising from fair wear and tear, willful damage, negligence,
abnormal working conditions, failure to follow SRE's instructions or returns procedures, misuse, alteration or repair of the goods without SRE's consent.

13. In any case, except in respect of death or personal injury caused by SRE's negligence, SRE shall not be liable to you by reason of any representation or implied warranty, condition or other term, or any duty at common law or under the express terms of the contract, for any consequential loss or damage (whether for loss of profit or otherwise), costs, expense or other claims for consequential compensation whatsoever (and whether caused by the negligence of SRE, its employees or agents or otherwise) which arise out of or in connection with the supply of the goods of their use or resale by you.

14. SRE's liability under the foregoing warranty is further conditional upon the following;

(a) all claims must be presented on SRE warranty claim forms, legibly typewritten and with all requisite details completed. In the case of specialised parts and services not supplied by SRE copy invoices must also be attached to substantiate the claim. Failed parts must be clearly identified and you must give a statement of your opinion as to the cause of failure. In the case of the self propelled rape swather the part must be returned to SRE clearly labeled as required by SRE. In any other case you must retain the part for 60 days from submission of the claim. You must during that period return the part to SRE if required to do so.
(b) Claims must be made within 21 days of the defect becoming apparent. SRE reserve the right to decline to accept any liability for claims notified outside this period.
(c) Claims will not be considered unless the delivery and warranty registration form and pre delivery check list have been completed and returned to SRE.
(d) Claims for the self propelled rape swather will also not be considered unless:
(i) if the 50 hour service has become due, that service has been performed and the form completed and returned; and
(ii) if the 200 hour/winter lay up service has become due, that service has been performed and the form completed and returned.
Insurance Risk:

15. Risk in the goods passes on delivery to the agreed delivery address.

Payment Terms:

16. SRE may raise their invoice, in the case where goods are to be collected from SRE's premises, on your being notified that the goods are available for collection and, in any other case on delivery. All invoices are payable in accordance with the document "Trade Terms to Dealers for Whole Goods" and "Trade Terms to Dealers for Spare Parts" a copy of the current versions of which you have. These may be varied in accordance with Clause 7. In the event that payment is not made on such date SRE may, in addition to all other remedies;

(a) Require you to pay interest under the Late Payment of Commercial Debts (Interest) Act 1998 at a rate equivalent to 8% above the Bank of England base rate from time to time, and require you to pay and debt recovery costs under that act, of £40 for debts up to £1,000, £70 for debts up to £10,000 and £100 for larger debts; and

(b) Suspend any further or other deliveries under any contract with you.

17. In the event that you make a voluntary arrangement with your creditors, become subject to an administration order or go into liquidation become bankrupt or an encumbrance takes possession or a receiver is appointed of any of your property or assets or you cease, or threaten to cease, to carry on business, or if S.R.E. reasonably suspect that any of the foregoing may be about to happen then in any such case;

(a) SRE shall be entitled but not obliged to cancel the contract without further liability.

(b) If the goods are delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement to the contrary.

Retention of Title:

18.1 The legal and beneficial title to all property of goods supplied shall only pass to you on payment of the contract price.
(a) Until such time as the property passes, you shall hold the goods as SRE's fiduciary agent and bailee and shall keep the goods properly stored, protected and identified as SRE's property.
(b) You may resell or use the goods in the ordinary course of your business but you may not do so if any of the events referred to in Clause 17 above have occurred.
(c) If you resell the goods then you must keep in a separate account part of the proceeds of sale, equivalent to the amount payable to SRE. That amount must then be paid over when due.
(d) SRE may at any time whilst payment is due but unpaid require you to deliver up the goods or proceeds and, if you fail to do so forthwith, enter upon your premises to repossess them.
(e) In addition to the above, should you owe any other sums to SRE on any other account whatsoever, the legal and beneficial title to any goods supplied shall not pass to you until all such amounts have been paid.                                                                         (f) These sub clauses are separate and the invalidity of any of them shall not affect any other.

General:

19. If any provision of these conditions is held to be invalid or unenforceable in whole or in part the validity of the other provisions and the remainder of the provision in question shall not be affected.

20. Each contract to supply goods is a separate contract governed by these terms and expect as stated at 16(b) above a breach of one contract shall not entitle you to any remedy in respect of another.

21. Export sales are subject to other Terms and Conditions, copies of which are available on request.