GENERAL TERMS AND CONDITIONS OF SALE & SERVICES

1. GENERAL

All contracts for the supply of goods and/or services between Combined Harvesters Limited (“the Company”) and yourself (“the Customer”) are subject to the following terms and conditions. These terms and conditions shall apply to the exclusion of any terms and conditions of the Customer or any terms or conditions whatsoever unless otherwise expressly agreed in writing by a duly authorised representative of the Company.

2. QUOTATIONS

Unless previously withdrawn by the Company a quotation of the Company is open for a period of 30 days after the date of the quotation. No quotation shall constitute an offer or tender but shall be deemed to be an invitation to treat.

3. CONTRACT

A contract for the supply of goods and/or services is constituted by the Company’s acceptance in writing of the Customer’s order.

4. PRICES

(1) All prices quoted are exclusive of VAT and any excise duties and import levies where applicable, all of which will be paid by the Customer.

(2) The prices charged by the Company will be those ruling at the date of despatch. The Company reserves the right in its unfettered discretion to vary the price from that quoted or from that prevailing at the contract date in the event of any rise and fall in the cost of materials, labour, services, interest rates, transport and statutory charges between the date of contract and the date of despatch.

(3) Unless otherwise specified in the quotation, the quoted price of the goods is ex-works. If the Company quotes for the supply of goods CIF or CFR no lighterage, landing charges, dock wharf or customs duties are included. Freight, insurance, lighterage, landing charges, dock and port duties, where included, are based on the rates applicable on the date of the Company’s quotation and if at the date on which the charges are incurred there has been a variation, the price shall be Increased or decreased (as the case may be) by the net amount of the increase or decrease in those charges. Unless otherwise agreed in writing, the Customer is responsible for carriage from wharf to site.

5. VALUE ADDED TAX

Prices and other sums payable by the Customer shall be increased by the addition of value added tax (“the Tax”) as follows-

(1) To the extent that the Company as supplier of goods or services in performance of the contract is chargeable with Tax, by the gross amount of the Tax chargeable thereon.

(2) To the extent to the supply of goods or services in the performance of the contract is exempt from tax, by the increased amount the Company as supplier is liable to pay in respect of any tax chargeable on the supply to him of goods to be incorporated in or services which contribute exclusively to the performance of the contract.

6. SPECIFICATIONS, DRAWINGS, ETC.

(1) All quotations, drawings or technical documents submitted to the Customer prior to or subsequent to the formation of a contract remain the exclusive property and copyright of the Company and are returnable to the Company on request. They may not be used by the Customer or copied, reproduced, transmitted or communicated to a third party, except with prior written consent of the Company given by a duly authorised representative of the Company.

(2) Statements in quotations or tenders as to capacities, weights and volumes are intended to be approximate only.

(3) Statements or products stipulated in quotations or tenders are based on information provided by the buyer and responsibility for the product choice is solely that of the buyer.

7. LICENCES AND PERMITS

If the performance of any contract requires a licence or other permit of any government or authority the responsibility for procurement shall be that of the Customer.

8. PAYMENT

(1) Unless otherwise agreed in writing between the Company and the Customer, payment for any goods shall be made by the Customer to the Company within 30 days of the date of the relevant invoice or within 30 days from receipt of any order which is classed as special, bespoke or made to order ( account holders only-non account holders payments shall be due on or before delivery ).

(2) In the case of an International Contract a) payment shall be made to a Bank nominated by the Company and shall be made in Sterling. b) payment shall be made at the option of the Company by irrevocable Letter of Credit to be confirmed by a United Kingdom clearing bank, payable on presentation of documents against shipping.

(3) The Customer shall pay to the Company interest upon any overdue payment or part thereof at the rate of 4% per annum above the base lending rate of Lloyds Bank plc from time to time in force until the date of actual payment.. Any discount given in a quotation becomes invalid and is not allowed if the invoice for the goods is not paid according to the Seller’s Terms of Payment.

9. DELIVERY

(1) Any times quoted or given for delivery of the goods or performance of services is intended as approximate only and non-delivery or delivery discrepancies must be notified within 14 days of despatch date shown on advice note or invoice. The Company shall not be liable for any loss or damage of any kind arising directly or indirectly from any delay or failure to deliver goods or perform services on the date so quoted.

(2) The Company reserves the right to despatch and invoice any part of an order when available.

(3) The Customer must provide at its own cost suitable equipment to collect the goods from the Company’s premises or unload the goods and to transport the unloaded goods on to the Customer’s premises as appropriate.

(4) The quantity of any consignment of Goods as recorded by the Company on despatch from the Company’s place of business shall be conclusive evidence of the quantity received by the Buyer on delivery unless the Buyer can provide evidence proving the contrary.

(5) Goods must be examined and checked by the buyer on delivery. Any shortages or damage must be endorsed on the carrier’s receipt and any such shortages, damage or otherwise any defect in goods as delivered shall be notified to the seller within 24 hours of the time of delivery.

(6) If haulage has been charged, for goods to be despatched in one go ( direct from Combined Harvesters or otherwise ), then any variances to this will be chargeable. Full load discounts are subject to our terms and are applied as standard on full load quantities. Each separate instalment shall be invoiced and paid for in accordance with the provisions of the contract.

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10. DAMAGE OR LOSS IN TRANSIT

The Company shall not be liable in respect of any damage in transit or non-delivery of goods howsoever caused unless notice in writing is given to the carrier and to the Company within the period specified in the Contract of Carriage or within 7 days of the date when the goods were received or would in the ordinary course of events have been received, whichever is the earlier and the carrier’s receipt is signed “unexamined”.

11. CANCELLATION OF ORDERS

In the event of an order being cancelled, the Seller reserves the right to charge a 25% cancellation fee. Any orders deemed to be special, bespoke or built to order may not be cancelled by the buyer. Goods currently supplied against the buyers order cannot be returned.

8. RISK

Risk shall pass to the Buyer so that the Buyer is responsible for all loss, damage or deterioration of goods.

i. if the Seller delivers the goods by its own transport when the goods arrive at the place of delivery and at the time before offloading.

ii. in all other circumstances at the time where the goods leave the Seller’s premises, even if the Seller arranges transport.

12. TITLE

a. Title in the goods or any part thereof shall pass to the Buyer when payment in full has been made, and the Buyer shall permit the servants or agents of the Seller to enter into the Buyer’s premises and to repossess the goods at any time prior thereto.

b. The Buyer shall only be at liberty to sell the goods purchased from the Seller prior to the passing of title on the understanding that the Buyer will hold on trust for the Seller so much of the proceeds of sale received by the Buyer as are necessary to discharge in full the payment due to the Seller.

c. Until passing of title to goods, or the products in which the goods have been used, the products shall be stored separately from other products of the Buyer and suitably identified so that the Seller’s ownership can be readily ascertained.

13. ADVISORY SERVICE

The advisory service which we provide in connection with our products is part of our sales service and we do not make any charge for advice given. Any advice and assistance is given at the Buyer’s risk and we shall not be liable for any loss, damage or claims arising there from.

14. WARRANTY

a. The Buyer does not rely on any statement or other representations other than those which have been made in writing by the Seller.

b. The Buyer must give the Seller immediate written notice of any defects in the goods. Such goods shall be returned to the Seller and if proved to be defective as a result of faulty materials or workmanship the Seller shall replace or repair such goods. Defects in quality or dimension in any delivery shall not be grounds for cancellation of the remainder of the order.

c. Save for any liability for death or personal injury resulting from negligence on the part of the Seller, the Seller’s liability for defective goods shall in no case extend beyond the repair or replacement of the defective item and the Seller shall not be liable for any other loss or damage including but not limited to loss of profit, damage to property, wasted expenditure or cost mitigation.

d. The warranty covers a period of 12 months from the date of despatch from the Supplier’s premises subject to proper installation and application within specified operating limits. It does not apply to defects arising from fair wear and tear or to factored products not of the Supplier’s own manufacture.

15. PATENTS

The Buyer shall indemnify the Seller against all damages, penalties, costs and expenses which may become liable as a result of work done in accordance with the Buyer’s specification which involves the infringement of any patent, registered design or copyright.

16. NON-ACCEPTANCE OF GOODS

Buyers must take delivery at the time specified and mutually agreed in the contract. In cases where delivery cannot be accepted at these times, the Seller reserves the right to invoice on the date delivery is due. Payment will be due 30 days ( unless otherwise agreed in writing ) after invoicing whether delivery has been accepted or not (the Company may store the goods until delivery, whereupon the Buyer shall be liable for all related costs and expenses ( including , without limitation, storage and insurance ).

17. PERFORMANCE OF CONTRACT

Contracts may be suspended wholly or in part in the event of a stoppage, delay or interruption of work in the Seller’s establishment or that of the Seller’s suppliers as a result of strikes, lock-outs, trade disputes, plant breakdown, accident or any cause whatsoever beyond the Seller’s control. Contracts shall not be cancelled without the Seller’s written consent and the Seller shall not be under any liability arising out of such failure to deliver.

18. SPECIAL TOOLS

Where it is necessary for the Seller to manufacture or to purchase special tools or equipment etc. in order to execute a contract, the Purchaser will be charged with a portion of the cost. Any such items remain the Seller’s property even when the Purchaser has been charged with part of the cost.

19. HEALTH AND SAFETY AT WORK ACT

The Seller draws the Buyer’s attention to the instructions given in the Instruction Manuals. These should be carefully followed. Further information if required is available from the Company.

20. WAIVER OF CONDITIONS OF INDULGENCE

Any indulgence granted by the Seller to a Buyer or any waiver by the Seller of its rights under these conditions in respect of any particular transaction or series of transactions shall not be deemed to be a waiver of the Seller’s rights in respect of any further transactions nor to be an agreement to confer the same indulgence in respect of any further transactions.

21. DISCLAIMER

The Seller will accept no responsibility for the safety or performance of any of its products which are modified or re-programmed subsequent to despatch.

22. GOVERNING LAW AND JURISDICTION

The Contract shall be governed and construed in accordance with the Laws of England and the Buyer submits to the jurisdiction of the English Courts.

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Additional Terms and Conditions of Service

1) Where applicable, a written Order Number or letter of acceptance must be obtained before work commences.

2) Any variation identified should be priced / agreed / and instructed before being carried out. Alternatively a written confirmation of verbal instruction will be undertaken and priced at day work rates with additional costs for materials / plant & equipment necessary to safely undertake each requested task to your satisfaction.

3) Tender costs priced from tender drawings will only remain valid if no changes occur from these drawings to the working drawings, any differences will be subject to an amended price.

4) Any ASBESTOS encountered will be dealt with by specialists at no cost to us.

5) All contaminated soil encountered will be dealt with as necessary to appropriate regulations and charged accordingly.

6) Combined Harvesters Ltd ( CH Ltd ) will provide all machinery in good working order with appropriate valid test certificates.

7) Operatives of Combined Harvesters Ltd, to be aware of Health & Safety issues and general site requirements. Any gross misconduct of Health & Safety issues will result in appropriate disciplinary action.

8) Main contractors will generally be expected to provide welfare facilities on site unless otherwise agreed. Main Contractor to also provide all signage for general site safety.

9) A plan of underground cables / ducts / water pipes etc must be provided if available, we cannot accept responsibility for any incorrect or ambiguous information provided. If no plans are available then we cannot be held responsible for accidental damage. Ground mapping can be provided at a cost to the client.

10) When insufficient drawings or specification details arise, appropriate materials will be used suitable for the required task.

13) General site security and fencing to be provided by Main Contractor. Combined Harvesters Ltd will remain responsible for securing their own plant & equipment.

11) Combined Harvesters Ltd will secure areas of work utilising the Main contractors fencing to specific areas of work for Health & Safety reasons, this protection will remain till works are completed and it is the Main Contractors responsibility to provide sufficient fencing to protect uncompleted works.

12) Once materials are properly fixed they become the responsibility of the main contractor / client. The title of goods transfers on payment.

13) Programming of works to be agreed at order stage and client to be advised of any known long lead-in periods of materials.

14) Groundwork items generally to be inspected prior to leaving site and left in good order. Any damage or disturbance caused by others will not be the responsibility of CH Ltd.

15) CH Ltd will provide a progress report regards programme and will discuss any further information at regular meetings if requested.

16) Where possible main contractor to programme trades to avoid compromising Health and Safety issues on site.

17) Waiting time will be charged, when contracted works are delayed.

18) Full value of any materials on site will be agreed and submitted with interim or monthly valuations.

19) All work finished by CH Ltd must be paid for within payment terms, non payments to Main Contractor are unacceptable reasons for non settlement of the subcontract account.

20) Interim weekly / fortnightly / monthly payments will be agreed at pre-contract stage to identify periods of high expenditure.

21) Main Contractors retention and discount must be identified on the sub contract order prior to commencement of works.

22) All queries concerning application for payments or invoices must be made within 7 days otherwise no claims will be considered.

23) For account customers, we will raise invoices on a monthly basis for payment by the last working day of the following month.

24) The payment terms described on the invoice will supersede if necessary the related items contained in this document.

25) A Unique Tax reference number ( U T R ) will be provided along with company registration number to verify gross payment status, if applicable.

26) All prices are” Nett” unless otherwise stated and agreed in advance.

27) V.A.T. will be charged at prevailing rate on date of invoice.

Company Reg:

6397147

VAT:

896 2877 51

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