In these conditions: -

1. Interpretation

i) ‘Buyer’ means the person who accepts the quotation of the Seller for the sale of the Goods or whose order for the Goods is accepted by the Seller.

‘Goods’ means the goods (including any instalment of the goods or any parts for them), which the Seller is to supply in accordance with these Conditions.

Seller means Solarcrown Commercial LTD (reg no. 08153771) Registered office is ‘Unit 2 Sandwash Business Park, Sandwash Close, Rainford, WA11 8LY ‘

Conditions’ means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in ‘writing between the Buyer and the Seller.

‘Contract’ means the contract for the purchase and sale of the Goods.

‘Writing’ includes telex, cable, facsimile transmission, and comparable means of communication

ii) Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted, or extended at the relevant time.

iii) Headings in these Conditions are for convenience only and shall not affect their interpretation.

2. Basis of Sale

i) No order for sellers goods (whether pursuant to a quotation by Seller or otherwise) is binding on Seller until acknowledged in writing by seller.

ii) Each order is subject to these Conditions to which Buyer shall be deemed to assent and shall supersede all others in existence with effect from (November 2008)

iii) No order shall be subject to any other conditions, whether additional to or inconsistent with these Conditions, unless the Seller expressly so provides or assents to the same in Writing between the authorised representative of the Seller and the Buyer.

iv) No variation to these Conditions shall be binding unless agreed in Writing between the authorised representatives of the Buyer and the Seller.

v) The Seller’s employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Seller in Writing. in entering into the Contract the Buyer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed.

vi) Any advice or recommendation given by the Seller or its employees or agents to the Buyer or its employees or agents as to the storage, application or use of the Goods which is not confirmed in Writing by the Seller is followed or acted upon entirely at the Buyer’s own risk, and accordingly the Seller shall not be liable for any such advice or recommendation which is not so confirmed.

vii) Any typographical, clerical, or other error or omission in any sales literature, quotation, Price List, acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.

3. Seller’s Specifications

i) All descriptions, specifications, drawings and particulars of weights and dimensions submitted by Seller are to be prices and charges deemed approximate only, and descriptions and illustrations in Seller’s catalogues, price lists and other advertising matter shall not form any part of Contract.

ii) Until an order has become binding on Seller all prices are subject to change without prior notice.

iii) After an order has been accepted by the Seller, the Seller reserves the right to add to the price of the Goods to be sold to the Buyer, any increase in the cost of manufacturing and delivery by the Seller, arising since the date of the order, as a result of an increase in the cost of materials, labour, freight and transport, and any tax, fee or charge imposed by any Government or authority.

4. Payment

i) Unless otherwise agreed by Seller or stated in acknowledgement of order net invoice amount shall become due for payment by Buyer on collection or manufacture if delivery is denied.

ii) Seller reserves right at any time to demand full or partial payment before proceeding or proceeding further with an order.

iii) If Buyer defaults in payment Seller may, in addition to exercising right contained in condition

3(2) delay delivery or cancel Contract also cancel other orders received from Buyer.

iv) Interest charge on any overdue payment at the rate of 3% per day above Bank of England Base Rate

v) Unless otherwise stated by the Seller, full payment is due 30 days month end from the date stated on the invoice i.e if the invoice is dated 26^th March, payment will be due 31st May.

5. Risk and property

i) Risk of damage to or loss of the Goods shall pass to the Buyer.

a) in the case of Goods to be delivered at the Seller premises, at the time when the Seller notifies the Buyer that the Goods are available for collection; or

b) in the case of Goods to be delivered otherwise than at the Seller’s premises, at the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, the time when the Seller has tendered delivery of the Goods,

ii) Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, the property in the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Goods and all other goods agreed to be sold by the Seller to the Buyer for which payment is then due.

iii) Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Seller fiduciary agent and bailee and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Seller’s property. Until that time the Buyer shall be entitled to resell or use the Goods in the ordinary course of its business, but shall account to the Seller for the proceeds of sale or otherwise of the Goads, whether tangible or intangible, including insurance proceeds, and shall keep all such proceeds separate from any moneys or property of the Buyer and third parties and, in the case of tangible proceeds, properly stored, protected and insured.

iv) Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold), the Seller shall be entitled at any time to require the Buyer to deliver up the Goods to the Seller and, if the Buyer fails to do so forthwith, to eater upon any premises of the Buyer or any third party where the Goods are stored and repossess the Goods.

v) The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Seller, but if the Buyer does so all moneys owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.

6. Delivery of Goods

i) Where Goods sold f.o.b. or c.i.f. all risk of loss or damage in transit shall pass to Buyer when goods placed on board ship, notwithstanding that the

property in the Goods may not have been passed to Buyer and Seller shall be under no obligation to give to Buyer notice specified in Section 32(3) of Sale of Goods Act 1979.

ii) Any time or date specified by Seller as time at which or date on which Goods will be delivered is given and intended as an estimate only and Seller shall not be liable for any loss, damage or expense howsoever arising from delay in delivery.

iii) Buyer shall at request of Seller supply Seller with details necessary to allow Seller to make delivery and shall accept delivery whenever Seller offers delivery. If Buyer does not comply with foregoing it shall indemnify Seller against any consequent loss, damage or expense and Seller may cancel intended delivery and sell Goods to which such intended delivery related without prejudice to its right to claim damages in respect of such breach of contract

iv) Seller reserves the right to make delivery by instalments unless otherwise expressly stipulated in Contract. Paragraph (6) of this Condition shall apply (mutalis mutandis) to each instalment delivery.

v) Delivery of less than the quantity or weight of the Goods contracted to be sold shall not entitle the Buyer to reject the goods delivered unless it is expressly agreed in Writing between the parties to the Contract that the exact quantity and/or weight of the goods sold, shall be of the essence of the Contract. The seller will give credit pro rata for such reduced quantity or weight on delivery.

vi) Seller shall be entitled to cancel delivery in whole or in part when it is delayed in or prevented from making delivery by strikes, lockouts, trade disputes or labour troubles or any cause beyond Seller’s control, including but without limitation, act of God, act of Buyer, embargo or other governmental act, regulation or request, fire, accident, war, riot, delay in transportation, inability to obtain adequate labour, materials or manufacturing facilities, and Seller shall not be bound to obtain in market goods with which to replace Goods delivery of which has been cancelled as a result of any said events.

7. Claims for Shortages

Claims in respect of error in quantity or weight of Goods delivered must be made in Writing to Seller within 5 days of receipt and failure to make such claim shall constitute unqualified acceptance of Goods and waiver by Buyer of all claims relating to error in quantity or weight of Goods delivered.

8. Conditions & Warranties and return of

i) Each of Seller and Buyer shall be regarded as having received no representation made by or on behalf of other of them goods before Contract was entered into which in any way induced it to enter into contract, but this shall not apply to any representation made to one party by or on behalf of other which was reduced to writing and signed by or on behalf of representor and \vas in possession of representee prior to making of Contract and in particular, without prejudice to generality of foregoing those recorded in order or acknowledgement of it.

ii) Seller warrants that it has the right to sell Goods and that Goods are free from any liens unknown to Buyer.

iii) The Seller undertakes to repair or replace any Goods which are shown by the Buyer to the Seller’s satisfaction to be defective as a result of defective materials and or manufacturing provided that:

a) The Buyer notifies the Seller immediately upon the said defect becoming manifest, and in any event within 5 days and no later, of the Buyer’s actual or constructive knowledge of the said defect.

b) Seller consents to such return (such consent being, as Seller’s option, conditions on Goods being returned carriage pre-paid) and furnishes Buyer with re-delivery instructions; and c) Seller shall be entitled to make such test or inspection as it thinks fit before consenting to goods being returned and accordingly Buyer shall preserve intact Goods, which it claims to return for a period of 90 days after such claim is made. This undertaking shall not apply where an attempt has been made other than by Seller to remove defect or where Seller is satisfied that Goods have been improperly used, maintained, stored, or serviced.

iv) Where Goods are returned by Buyer and accepted as defective by Seller, Seller shall at its options either repair of replace such goods without cost to Buyer or allow Buyer credit therefore. Buyer shall not be entitled to make any claim in respect of such goods for work done thereon, transport costs, loss of profit on resale or in respect of any claim, loss, damage or expense whatsoever other than replacement cost thereof nor shall Buyer be entitled to treat delivery of such defective goods as ground for repudiating contract or for cancelling further deliveries.

v) The Buyer undertakes to indemnify the Seller against all claims arising out of the sale of Goods or relating to Goods hereunder in respect of any loss, damage, or expense suffered by any third party.

vi) In relation to Goods not manufactured by Seller provisions of this Condition shall apply only where Seller is in its option entitled to claim from supplier to it the loss, damage or expense claimed by Buyer from Seller.

9. Tests and Inspections

i) Unless otherwise agreed any test or inspection other than or in excess of those required in Buyer’s specification shall be conducted at Seller works and Buyer shall pay a reasonable charge therefore.

10. Patents, etc.

i) In cases where Buyer provides drawings, designs, models or specifications, for the purpose of enabling Seller to make provide goods according to Buyer’s design, the Buyer shall indemnify the Seller against all actions, claims, costs, damages or losses arising from any infringement of letters patent, design, trademark or copyright protected by law in respect of such drawings, designs, models or specifications or any goods made or supplied by the Seller in compliance therewith.

11. Breach

i) If Buyer shall or in the opinion of the Seller is likely to default in or commit any breach of any of its obligations to Seller or if any distress or execution shall be levied on any Buyer’s property, or if Buyer shall make or offer to make any arrangement or composition with creditors or commit any act of bankruptcy, or if Buyer is a limited company and any resolution or petition to wind up its business is presented or passed, or a Receiver appointed of such company’s undertaking, property or assets or any part thereof, then Seller shall be entitled forthwith to terminate any order from Buyer then subsisting and on written notice of such termination being pasted by it to Buyer’s last known address any and every subsisting order shall be deemed to have been terminated, without prejudice to any claim or right Seller might otherwise make or exercise.

12. Installation

i) The Seller will take all reasonable care of the Buyers property when carrying out the installation but cannot accept liability for damages or redecorations.

The invoice Price does not include the repair or replacement of any rotten wood found during the course of carrying out the work, or for the repair or otherwise of any structure defects unless such work is specified at the time of placing the order.

13. Waiver

i) No waiver by the Seller of any breach of the Contract by the Buyer nor any forbearance or indulgence on the part of the Seller in enforcing these Conditions shall be considered as a waiver of any subsequent breach of the same or any other provision nor shall it prejudice the strict rights of the Sellers hereunder.

14. Governing Law

i) These conditions and all quotations, offers and acceptances shall be construed according to English Law and each party submits to the exclusive jurisdiction of the Supreme Court of Judicature of England and Wales.  take delivery of the Goods, the time when the Seller has tendered delivery of the Goods,

ii) Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, the property in the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Goods and all other goods agreed to be sold by the Seller to the Buyer for which payment is then due.

iii) Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Seller fiduciary agent and bailee and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Seller’s property.

Until that time the Buyer shall be entitled to resell or use the Goods in the ordinary course of its business, but shall account to the Seller for the proceeds of sale or otherwise of the Goads, whether tangible or intangible, including insurance proceeds, and shall keep all such proceeds separate from any moneys or property of the Buyer and third parties and, in the case of tangible proceeds, properly stored, protected and insured.

iv) Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold), the Seller shall be entitled at any time to require the Buyer to deliver up the Goods to the Seller and, if the Buyer fails to do so forthwith, to eater upon any premises of the Buyer or any third party where the Goods are stored and repossess the Goods.

v) The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Seller, but if the Buyer does so all moneys owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.

15. Data Protection

i) We willuseyourpersonaldatasothatwecanprocessyourorderandfulfilourobligationsto you under this agreement, and consequently we may pass your details to our agents and subcontractors in our role as DataController.

ii) Inordertoprotectyourinterest,werequireallcustomerstoverifytheiridentitywhendealing withussowemayaskyoutoprovidethecontractnumberorotheruniqueinformationbefore we discuss your order withus.

iii) We maycarryoutenquiriesaboutyouwiththelicensedcreditreferenceagencybeforewe proceedwithyour order. You agreethatwemaymakesuchenquiriesasarenecessaryin relationtothisagreementoranyfutureagreementyouenterintowithus.

iv) Intheeventthatyourcreditratingisnotsatisfactory,SolarcrownCommercialshallwithin30 daysoftheDateofOrderinformyouofthisinwhichcaseSolarcrown Commercialwillonlygo aheadwiththeContractfortheWorksuponpaymentbyyouofsuchincreasedDepositas Solarcrown Commercial requires. However, should you be unable to find or not wish to pay theadditionaldeposityouhavetherighttowithdrawfromthecontractandafullrefundofany deposit paid will be actioned with immediateeffect.

v) We mayuseyourpersonaldetailstocontactyouaboutotherproductsandserviceswe offer. We may also pass on your name and address to other companies within our Group who we believeofferproductsthatyoumaybeinterestedin.Otherthanassetoutinthisagreementor aspermittedby law, wewillnotpassonyourdetailstoanybusinessorcompanyoutsideour Group of Companies without first seeking your consent. For more information on how we keep your data, please refer to the company policy section of our website, www.solarcrowncommercial.com