0845 26 WATER (92837)

Terms & conditions

1. GENERAL
All contracts for the supply of goods and/or services between Clean Water International (UK) 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Unless previously withdrawn by the Company a quotation of the Company is open for a period of 30 days after the date of the quotation.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
a. 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.
b. 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.
c. 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:
a. 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.
b. 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 a 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. QUOTATIONS, SPECIFICATIONS AND DRAWINGS
a. 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.
b. Statements in quotations or tenders as to capacities, weights and volumes are intended to be approximate only.

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. The contract shall be conditional upon such licence or permit being available at the relevant time, and if it is not so
available the Company shall be entitled to cancel the contract by giving the Customer written notice to that effect. The Customer shall be liable
for any costs incurred by the Company in the performance of the contract up to the date of its cancellation, in accordance with the provisions of
Clause 17.a. hereof.

8. PAYMENT
a. 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.
b. In the case of an International Contract (as defined in Clause 25 hereof)
i. payment shall be made to a bank nominated by the Company and shall be made in Sterling.
ii. 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.
c. 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.

9. DELIVERY
a. Any time quoted or given for delivery of the goods or performance of services is intended as approximate only. 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.
b. The Company reserves the right to despatch and invoice any part of an order when available.
c. 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.

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. ERRORS, SHORTAGES AND RETURNS
Errors and shortages must be notified immediately on receipt of goods quoting references and delivery note numbers. Goods supplied in
accordance with the Contract may not be returned without written consent of the Company. Applications for the return of goods can only be
considered within 14 days of the date of the invoice and must state the date and number of invoice and reasons for return. Duly authorised
returns must be sent carriage paid and the Company advised by letter giving authorisation reference.

12. STORAGE
If the Customer fails to take delivery of the goods within 21 days of the date of notification that the goods are ready for collection or if forwarding
instructions are not received within 21 days after the date of notification that the goods are ready for despatch the Customer shall arrange for
storage. If the Company agrees to store the goods then it will be on the strict understanding that the goods are held at the Customer’s risk, that a
charge for storage will be made until the goods are collected or despatched, and that the goods shall be paid for as if they had been despatched.

13. PASSING OF RISK
Unless otherwise agreed in writing the moment when the risk in the goods shall pass shall be determined as follows:
a. on a sale ex-works the risk shall pass from the Company to the Customer when the goods have been placed at the disposal of the
Customer.
b. on a sale CIF or CFR the risk shall pass from the Company to the Customer when the goods have effectively passed the ship’s rail at
the agreed port of shipment.
c. where the Company has quoted for installation and/or erection of the goods the risk in the goods shall pass on delivery of the goods
to site.

14. PASSING OF PROPERTY
a. Notwithstanding delivery and passing of the risk in the goods supplied by the Company to the Customer pursuant to Clause 13 hereof
the property in the goods shall not pass to the Customer and shall remain with the Company until all monies payable by the Customer
to the Company under the contract have been paid in full.
b. Until the property in the goods passes to the Customer pursuant to the provisions of sub-clause a. hereof the Customer shall keep
the goods as bailee of the Company and in this connection shall set aside the goods separately from other goods in the Buyer’s
possession and shall identify the goods as the property of the Company.
c. If at any time before the property in the goods passes to the Customer pursuant to the provisions of sub-clause a. hereof the
Customer sells the goods or any part thereof he shall do so as bailee and shall account to the Company as agent of the Company for
the proceeds of sale thereof.
d. The Company shall be at liberty at any time before the property in the goods passes to the Customer pursuant to the provisions of
sub-clause a. hereof to require the goods to be returned to it and if the requirement is not immediately complied with by the Customer
the Company may retake possession thereof and may enter any premises of the Customer or any other premises where the goods
may be for such purpose. Such return or repossession shall be without prejudice to the rights of the Company to recover all sums
owing by the Customer to the Company and to the Company’s right to claim damages against the Customer for the breach of any
obligations on the part of the Customer arising under the contract. Any expenses incurred in such return and repossession of the
goods or any damage caused to any land by the company in exercise of its powers hereunder shall be borne by the Customer.
e. The Company or any person nominated by it shall be entitled to enter onto the Customer’s premises from time to time for the purpose
of
i. ensuring that the Customer has compiled with the provisions of sub-clause b. hereof (namely to set aside the goods
separately from other materials in the Customer’s possession and to identify the goods as the property of the Company).
ii. inspecting all books, accounts, records, documents and papers of the Customer for the purpose of determining
sums due to the Company by virtue of the provisions of sub-clause c. hereof.
iii. For the purpose of exercising its rights of repossession under sub-clause d. hereof.

15. INSTALLATION, SERVICING AND MAINTENANCE
Where the Company agrees to install, service and maintain the goods, the Company assumes, and the Customer shall undertake to provide:
a. all services including electricity, lighting, gas, water, air or hydraulic power, scaffolding, and any other services necessary.
b. suitable, free of charge messing, drying, and toilet facilities.
c. a clear site, with access and egress to the specified works area.
d. the necessary space to park all work and support vehicles required.
e. a works area prepared to the predetermined and agreed specifications.

16. ADDITIONAL INSTALLATION, SERVICING AND MAINTENANCE CHARGES
The contract price may be increased from time to time in respect of the undermentioned additional costs and expenses in connection with the
installation, servicing and maintenance works:
a. Charges for the use of plant equipment, tools or services by us, which should be furnished and maintained by the Customer under
the terms and conditions of the contract.
b. Costs arising from delays or interruptions in the installation work for reasons beyond our control.
c. Costs resulting from site specific safety regulations that exceed the requirements of UK Statutory Health & Safety legislation.

17. WARRANTY
All equipment is supplied with a 12 months warranty, which is subject to scheduled servicing and maintenance being conducted by trained and
approved Company engineers, or it’s appointed subcontractors. In the event that the goods and/or services or any part thereof are found to have
material defects owing to faulty design, workmanship or materials and not arising from the Customer’s fault, neglect or misuse, the Company will
at its option, refund the price paid for, or replace any goods forming a whole, or any part of goods supplied, or in the case of a contract for
services, remedy any material defects provided that the Company is notified in writing within 14 days of the discovery of any such defects in any
event not later than 12 months from the date of delivery of goods or the performance of services.

18. EXCLUSION OF LIABILITY
The Customer must rely on his/its own skill and judgement in relation to the goods. Save as otherwise expressly provided in Condition 14, the
Company shall not in any circumstances be under any liability whatsoever to the Customer, whether in contract, tort, or otherwise for any defect
in, failure of or otherwise for any defect in, failure of or unsuitability for any purpose of the goods and/or services or for any consequential loss
(including loss of profit, use of goodwill or similar financial loss), damage, claim or any other liability howsoever caused whether or not due to the
negligence of the Company or its servants or agents or to faulty design, workmanship or materials. All conditions, warranties or other terms
whether express or implied, statutory or otherwise, inconsistent with the provisions of this condition are hereby expressly excluded provided that
nothing in this condition shall exclude or restrict
a. any liability of the Company for death, or personal injury resulting from negligence of the Company or its servants or
agents.
b. any liability of the Company for breach of its implied undertakings as to title, and
c. where the Customer deals as consumer within the meaning of the Contract Terms Act 1977, any liability of the Company for breach
of its implied undertakings as to conformity of the goods with description or sample or as to their quality or fitness for a particular
purpose. It shall be the responsibility of the Customer to assume and to cover by insurance, if he wishes, the risks which fall on the
Customer as a result of the incorporation of this clause in the contract.

19. CANCELLATION
Orders placed by the Customer cannot be cancelled except with the Company’s consent in writing and on terms that
a. the Customer shall be liable for costs, expenses and losses of any kind suffered or incurred by the Company resulting directly from
such cancellation and in addition shall pay a charge of 15% of the invoice value of the goods.
b. it shall be the responsibility of the Customer to return all goods the subject of a cancelled order to the Company’s works or such other
place as the Company may specify in good condition.
c. risk in the goods shall not revert to the Company until a receipt for the cancelled goods is signed by a duly authorised
representative of the Company.

20. EXTRA COST
Should the Company incur extra costs and expenses on account of the Customer’s failure to give its approval to any drawings or to give
instructions as to the delivery and installation of the equipment or to comply with any conditions of the contract or by reason of interruptions,
delays, additions or alterations to the plans or buildings, variations to the contract specification, mistakes or work for which the Company is not
responsible, such extra cost and expense shall be added to the contract price and paid for by the Customer accordingly.

21. SUSPENSION
In the event of the performance of any obligation accepted by the Company being prevented, delayed or in any way interfered with by either
a. rules, regulations, requisitions or orders of the government or local authority, war, riot, civil disturbances, strike, industrial action
short of a strike, lockout, accident, fire, or by any other cause beyond its control, or
b. shortage of labour or materials or non-delivery by the Company’s supplier or damage to or destruction of the whole or part of the
goods the Company may at its option suspend performance or cancel its obligations under the contract without liability for any
damage of loss of any kind whatsoever resulting therefrom such suspension or cancellation being without prejudice to the Company’s
right to recover all sums owing to it in respect of goods delivered at the date thereof.

22. DEFAULT OF CUSTOMER
Should default be made by the Customer in paying any sum due under any contract the Company at its option shall be entitled to suspend
delivery until the default is made good or treat such default as a repudiation of the contract in which case the Customer shall (without prejudice to
any right which the Customer may have for the return of any goods or the payment of any compensation or damages by the Customer) pay the
Company’s reasonable charges for any costs incurred in the course of all preparation of any kind made by the Company for the performance of
the contract by the Company.

23. INSOLVENCY
If any distress or execution shall be levied upon the Customer, his property or assets, or if the Customer shall make or offer to make any
arrangement or composition with creditors or commit any act of bankruptcy or if any petition or receiving order in bankruptcy shall be presented
or made against him or if the Customer shall be a limited Company and any resolution or petition to wind up such Company’s business shall be
passed or presented (otherwise than a bona fide reconstruction or amalgamation) or if a Receiver of such Company’s undertaking property or
assets or any part thereof shall be appointed, the Company shall have the right forthwith to determine the contract.

24. COMPLIANCE
No relaxation, forbearance, delay or indulgence by the Company in enforcing any of the terms and conditions of any contract shall prejudice the
Company’s right to insist upon the strict compliance therewith nor shall the same constitute a waiver or an estoppel.

25. GOVERNING LAW
a. The proper law of the contract shall be that of England, Scotland and Wales.
b. Where the contract (whether for goods and/or services) is an International Contract (as hereinafter defined) any dispute or question
arising out of the contract shall be settled by arbitration in London in accordance with the rules of the London Chamber of Commerce.
“International Contract” for the purpose of this sub-clause and Clause 8. b. hereof shall be as defined in paragraph 13 (3) of Schedule
1 to the Sale of Goods Act 1979 save that the words “and/or services” shall be inserted after the words “a contract of sale of goods” in
the first paragraph thereof.