ALLEN ROOFING SUPPLIES

CONDITIONS OF SALE

1. All orders are hereafter accepted only on the following terms and conditions which shall govern all dealings with the Company. Any terms and conditions put forward by the Purchaser in conflict with these terms and conditions shall not be incorporated into the Contract unless expressly accepted by the Company in writing.

2. Any quotation submitted by the Company is an invitation to treat not an offer. Any order for the Company’s goods shall constitute an offer and a Contract shall come into existence if and when the Company excepts the offer in writing.

3. All prices quoted are those ruling at the date the quotation is given and are based on current production costs. Orders are accepted only on the basis that the actual price payable shall be that ruling at the date of despatch and quoted prices may be varied at any time prior to the date of despatch. All prices are quoted E. & O. E. and are exclusive of V.A.T.

4. Where goods are to be delivered by instalments prices shall be those ruling at the date of each delivery.

5. The Company shall have the right on giving written notice to withhold performance of any of its obligations under the Contract, if in its discretion it considers the Purchaser’s Credit status unsatisfactory.

6. All times given for despatch are estimates only and depend on the production of the goods by the Company’s suppliers. The Company’s ability to supply may therefore be affected by Act of God, force majeure, or hostilities or civil commotion, regulation or direction by government or other authority, strike, lock-outs and other industrial action, fire, accident, breakdown of machinery, shortages of labour or equipment, bad weather, non-availability of rock or any other cause or circumstance affecting either the Company or its supplies. The Company can accept no liability for failure to comply with any time estimate.

7. All costs of carriage packing and insurance will be payable by the Purchaser but the Company will give credit for returnable cartons if returned to the Company’s works carriage paid and in good condition within 3 months of the date of the invoice.

8. Orders for goods to be delivered to site shall mean to a point on a good hard road nearest to the actual site of the work. The Purchaser shall be wholly responsible for unloading the goods expeditiously and (when appropriate) for conveying the goods from the unloading point to the site of the work.

9.1 Where goods are collected ex works or despatched by rail carriage forward, the Company accepts no liability for breakages, damage or shortages in the loading of the goods at its works or in the transit of the goods.

9.2 In other cases the Company accepts no liability for goods lost or damaged in transit unless:

(a) breakages or shortages are recorded on the driver’s delivery sheet or in the Railway company’s delivery book at the time of delivery and are confirmed

by letter to the Carrier (where applicable) and the Company within 3 days thereafter.

(b) where the goods are not received (in the case of total loss) the Company and (where applicable) the Carriers are notified in writing within 14 days of despatch.

10.1 All goods must be paid for in full within 30 days of the invoice date. After this period all sums owing must be paid to the Company forthwith and any discount referred to in the quotation will not be allowed.

10.2 If any goods are not paid for by the time stated in condition 10.1 then interest shall be payable thereon at the rate of 6% per annum above the base rate of Lloyds Bank PLC for the time being in force from the due date for payment until actual date of payment.

10.3 The Purchaser must pay VAT in addition to the quoted price before the Purchaser’s liability to pay for the goods is fully satisfied.

11.1 Subject to condition 9 above all goods shall be at the Purchaser’s risk from the time they leave the Company’s works.

11.2 Until full payment has been received by the Company for all goods whatsoever supplied at any time by the Company to the Purchaser:

(a) Property in the goods shall remain in the Company but the Company shall nevertheless be entitled to recover the price thereof and VAT.

(b) Subject to (c) and (d) below the Purchaser shall be at liberty to sell the goods in the ordinary course of business on the basis only that the proceeds of

sale shall be held in trust for the Company and the Purchaser shall pay such proceeds into separate account opened for that purchase and shall

therefore make full payment to the Company; provided that the Purchaser shall have no authority to enter into any Contract of Sale on the behalf of or in

the name of the Company and any Contract of Sale shall accordingly be concluded in the name of the Purchaser. The Purchaser shall not in any way

pledge the goods or change them by way of security for any indebtedness of the Purchaser

(c) The Company may at any time revoke the Purchaser’s power of sale

(d) The Purchaser’s power of sale shall automatically cease if a Receiver is appointed over any of the assets or the undertaking of the Purchaser or the

Purchaser commits any other acts of insolvency.

(e) Upon determination of the Purchaser’s power of sale under (c) and (d) above the Purchaser shall place the goods at the disposal of the Company

who shall be entitled using only such force as may be necessary to enter upon any premises of the Purchaser for the purpose of removing such goods

and to remove such goods from the premises (including severance from the realty where necessary).

(f) So long as the property in the goods remains with the Company then (unless sold under the authority contained in condition (b) above) the Purchaser

shall (at no cost to the Company) keep the goods separate from those of the Purchaser and third parties and properly stored, protected, insured to the

full sale price plus VAT and identified as the Company’s property.

(g) The Purchaser shall (where necessary) deliver the prescribed particulars of this contract to the Registrar in accordance with the Companies Act 1985

Part XII as amended. If the Purchaser fails to do so the entire purchase price and VAT is forthwith due and owing.

11.3 Where payment is made by means of a Bill of Exchange, Cheque, or other negotiable instrument the Company shall be deemed not to have received payment for the purposes of 11.2 above until the Bill of Exchange, Cheque or instrument has been honoured on presentation for payment notwithstanding that they may have negotiated it and received value thereof.

12. The Company shall have the right to cancel all or any Contracts or withhold delivery if:

(a) The Purchaser fails to pay any monies owing (whether under this or any other contract) by the due date.

(b) The Purchaser commits any breach of Contract.

(c) The Purchaser commits any act of insolvency.

13. Slates are a natural product and any sample supplied is solely an indication of their class and no warranty is given as to the colour, quality, finish, size, gauge or thickness of any bulk consignment, individual components of which many vary substantially from any sample in respect of those matters. Accordingly no term shall be implied that any sale of goods by the Company shall be a sale by sample within the meaning of the Sale of Goods Act 1979.

14. The Purchaser is solely responsible for ensuring that all goods and raw materials are fit for the purpose for which he intends to use them.

15.1 The Company will replace any goods proving defective by reason of defective material or workmanship provided that notice of the defect is given to the Company within 14 days of delivery.Where such defects in goods or components not manufactured by the Company the Purchaser will not be entitled to any remedy beyond that contained in any guarantee given to the Company in respect of such goods or components.

15.2 The Guarantee contained in this clause 15 is in place of all warranties conditions and liabilities whatsoever implied by common law statute or otherwise all of which shall be excluded so far as is permissible by law.

15.3 The Company’s liability is limited to replacement of defective goods under this clause 15 and the Company and its employees shall not be liable to the Purchaser or any third party for any injury loss or damage of any kind whether direct consequential or special and howsoever caused resulting from or arising out of incidental to:

(a) any negligence on the part of the Company or its employees (except insofar as the same results in death or personal injury).

(b) The Company’s performance of or failure to perform its obligations under the Contract whether express or implied or:

(c) any defects in the goods or:

(d) Any advice given or representations made by the Company or on its behalf in relation to the performance use or installation of the goods.

16. These conditions are stipulated by the Company on its own behalf and on behalf of all its employees servants or agents and apply for the protection of all its employees servants or agents as for the Company.

17. The Purchaser shall indemnify the Company against all or any liability incurred by virtue of any claim by any third party (including employees of the Purchaser) arising directly or indirectly from the performance of any Contract between the Company and of the Purchaser.

18. The Company accepts no liability for delay or non-fulfilment of any term of the Contract caused by force majeure, war, strikes, accident, fire, scarcity of material or any other cause not directly within the Company’s direct control.

19. The Contract shall not be governed by the Laws of England and the parties hereto submit to the jurisdiction of the English Courts.