General Trading Conditions of Chrysal UK LTD
1. Generala) In these standard trading terms and conditions ("Conditions"), unless the context clearly
indicates another intention, the expressions detailed below will have the meanings attributed tothem. Other less frequently used expressions are defined in the body of the Conditions:"Buyer" means the person or firm who purchases the Goods and/or the Services from the Seller;"Contract" means the contract for the sale and purchase of the Goods and/ or Services inaccordance with these Conditions;"Force Majeure Event" means any event or circumstance (not in existence on the date of theContract) beyond the reasonable control of either party including: (a) a labour dispute unless it
involves the workforce of such party or sub-contractors; (b) civil commotion, terrorist attack,blockade, embargo or armed conflict; (c) fire, explosion, extreme weather conditions, natural
physical disaster or nuclear, chemical or biological contamination; (d) epidemic or pandemic; (e)malicious damage to or breakdown of plant, machinery or vehicles which have been adequately
maintained; (f) interruption or failure of a utility service or transport network or the internet; and (g)compliance with any action by a government or public authority including imposing an export orimport restriction, quota or prohibition;"Goods" means the goods (or any part of them) set out in the Order;"Intellectual Property Rights" means copyright and related rights, trademarks, service marks,
rights in designs, patents, trade, business and domain names, rights in trade dress or get-up,
rights in goodwill or to sue for passing off, unfair competition rights, database rights, rights in
confidential information (including know-how and trade secrets) and any other intellectual
property rights, in each case whether registered or unregistered and including all applications forand renewals or extensions of such rights, and all similar or equivalent rights or forms ofprotection in any part of the world. "Intellectual Property Right" means any one of the Intellectual
Property Rights;"Order" means the Buyer's order for the Goods, as set out in the Buyer's purchase order form,
the Buyer's written acceptance of the Seller's quotation, or any separate contract between the
Buyer and the Seller which is subject to these Conditions, as the case may be;"Seller" means CHRYSAL UK LIMITED;“Services” means the services (or any part of them) set out in the Order.
b) In these Conditions, unless the context clearly indicates another intention:a. a reference to any gender includes other genders and the singular includes the plural andvice versa;
b. a statutory provision includes a reference to the statutory provision as modified or reenacted or both from time to time and any subordinate legislation made under the
statutory provision;c.

a document is a reference to the document as from time to time supplemented or variedin accordance with these Conditions; andd. the words "include", "including", and "such as" are to be construed as if they wereimmediately followed by the words "without limitation".

c) These Conditions shall (unless or except to extent the Seller agrees otherwise in writing) apply toall (offers for) sales of Goods and/or Services by the Seller to the Buyer and by placing an Orderwith the Seller the Buyer is deemed to accept them.
d) These Conditions apply to each Contract to the exclusion of any other terms that the Buyer seeks
to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing(except that any special terms agreed in writing between the Seller and the Buyer which are
expressly stated to take precedence over these Conditions shall take precedence).
e) No other conditions or modifications of these Conditions shall be binding on the Seller unless the
Seller agrees thereto in writing for which purpose only a director of the Seller has authority toamend or waive these Conditions and the Seller shall not be deemed to accept such otherconditions nor to waive any of these Conditions by failing to object to provisions contained in any
notification or other communication from the Buyer.
f)

All descriptions, specifications, prices and other data quoted or submitted by the Seller or
included in any offer, advertisement, illustrated matter or price list are to be deemed approximate
only (except where stated in writing to be exact or expressly made or of the essence) and shallnot form part of these Conditions and the Seller has the right to vary all or any of them at its
discretion.

2. Ordera) Each Order constitutes an offer by the Buyer to purchase the Goods and/or the Services inaccordance with these Conditions.
b) The Buyer shall ensure that the terms of the Order and any relevant specification are complete
and accurate.
c) The quantity, price and description of the Goods and/or the Services shall be as set out on theface of the Order.
d) The Order shall only be deemed to be accepted when the Seller issues a written acceptance of
the Order (electronic mail included), at which point the Contract shall come into existence.
e) No changes, amendments, waivers or cancellations of Orders shall be valid unless approved inwriting (electronic mail included) by an authorized representative of the Seller, such approval tobe given or refused at the Seller's sole discretion.
3. Pricesa) Unless otherwise agreed in writing by the Seller and the Buyer, the price payable by the Buyer,for each Order, shall be the price set out in the Seller's price list in force at the date of dispatch of
the relevant Goods and/or performance of the Services (as applicable).
b) All prices are subject to change without prior notice at any time before the Goods are dispatchedfor delivery or the Services are performed.
c) Unless otherwise agreed between the Seller and Buyer in writing, the price of the Goods and/or
the Services excludes:
a. amounts in respect of value added tax ("VAT"), which the Buyer shall additionally beliable to pay to the Seller at the prevailing rate; andb. the costs and charges of packaging, insurance, transport, delivery and any tariffs orduties payable in respect of the Goods and/or Services, which shall be additionallyinvoiced to the Buyer.
4. Paymenta) Unless otherwise agreed by the Seller in writing, or where a monthly payment account has been
opened in the name of the Buyer, in respect of the Goods, the Seller shall invoice the Buyer when
the Goods are dispatched and, in respect of the Services, the Seller shall invoice the Buyer oncompletion of the Services. Payment of all invoices shall be made within 30 days from the date of
the invoice unless agreed otherwise in writing.
b) The Seller reserves the right at any time at its sole discretion to withhold delivery of the Goods orexecution of the Services ordered by the Buyer if at the relevant time there is outstanding anddue from the Buyer payment for Goods and/or Services previously delivered or any moneys dueand payable by the Buyer to the Seller. The Seller may offset against any money owed by the
Buyer to the Seller pursuant to these Conditions or otherwise, any sums received from the Buyer
regardless of what the Buyer purports to designate the sums to be on account of. This right ofoffset will continue unless and until the Buyer has paid, satisfied or discharged all monies, debts
or liabilities due or owing to the Seller by the Buyer. The Buyer hereby irrevocably authorizes the
Seller to deduct from any monies due or owing to the Seller by the Buyer from time to time.
c) Payment of all sums due on the due date for payment shall be of the essence of the Contract.
d) If the Buyer fails to make a payment due to the Seller under the Contract by the due date then(without limiting any other remedies available to the Seller under the Contract) the Buyer shallpay interest on the overdue amount from the due date until payment of the overdue sum,whether before or after judgment. Interest under this clause shall accrue each day at the rate offour per cent (4%) a year above the base rate of the Bank of England from time to time, but atfour per cent (4%) a year for any period when that base rate is below zero per cent (0%).
e) All amounts due under the Contract shall be paid in full without any offset, counterclaim,
deduction or withholding (other than any deduction or withholding of tax as required by law).
5. Delivery of Goodsa) Time of delivery is not of the essence of the Contract and any time or date specified by the Seller
as the time at which or date on which Goods will be dispatched or delivered) is given andintended as an estimate only and the Seller shall not be liable for any loss, damage or expense
howsoever arising from delay in delivery.
b) The Buyer shall deliver the Goods to the location set out in the Order or such other location as
the parties may agree (the "Delivery Location") at any time after the Seller notifies the Buyer
that the Goods are ready.
c) The Seller is permitted to deliver the Goods at any time of day, including where the Buyer's site isclosed for trading, to enable the Seller to maximize its delivery window.
d) Delivery is completed on the completion of unloading of the Goods at the Delivery Location.
e) The Seller has the right to cancel or suspend deliveries in whole or part and/or substitute theclosest alternative Goods available at the time for delivery, provided that the Seller will notify theBuyer as soon as reasonably practicable of such cancellation, suspension or substitution andprovide the Buyer with the reason for such cancellation, suspension or substitution.
f)

If for any reason the Buyer fails to accept delivery of the Goods on the date of delivery then,subject to where delay was caused by the Seller’s default, the Seller may store the Goods untildelivery takes place, whereupon the Buyer shall be liable for all related costs and expenses(including storage and any applicable insurance costs).

g) If the Seller is delayed or prevented from delivering the Goods (or any part or parts of them) due
to any act or omission of the Buyer, its agents or employees, then the Seller may, at its option
and without prejudice to any other rights, either:a. suspend performance and, if the Seller thinks fit, store the Goods at the Buyer's expense
and risk, until the Seller can deliver the Goods or until it exercises its option to cancel theOrder and another buyer for the Goods is found; orb. cancel the Order or so much of it as remains unperformed at any time after such act oromission. The Seller may resell or otherwise dispose of part or all of the Goods and, after
deducting reasonable storage and selling costs, account to the Buyer for any excess overthe price of the Goods or charge the Buyer for any shortfall below the price of the Goods.
h) The quantity of any consignment of Goods as recorded by the Seller upon dispatch from theSeller shall be conclusive evidence of the quantity received by the Buyer on delivery unless the
Buyer can produce conclusive evidence to the contrary.
i)

The Seller reserves the right to make delivery by instalments, and the period during which
delivery by instalments may be made and the quantity of Goods delivered in each instalment shallbe in the Seller's discretion. Each instalment shall constitute a separate contract and any delay indelivery or defect in an instalment shall not entitle the Buyer to cancel any other instalment.

j)

The Seller shall be entitled to postpone or cancel delivery in whole or in part when it is delayed inor prevented from making or obtaining the Goods (or materials, parts, components or services
necessary for the Goods) by any cause beyond the Seller's control. During any of the foregoing
events the Seller's obligations shall be suspended until such events cease or until the Seller
cancels delivery (as the case may be) and the Seller shall not be required to obtain elsewhere in
the market goods with which to replace or permit it to deliver the Goods which have been
postponed or cancelled as a result of any of said events. In event of cancellation, the Seller shallbe paid pro rata for Goods delivered or work done to the date of cancellation.

k) The Buyer shall be solely responsible for the proper unloading of the Goods. If, to assist the
Buyer to remove the Goods from the point of delivery, the Seller or any sub-contractor does any
loading or unloading of the Goods free of charge, no liability whatsoever shall be incurred by the
Seller or sub-contractor and the Buyer shall indemnify the Seller in respect thereof.
l)

If the Seller fails to deliver the Goods, its liability shall be limited to the costs and expenses
incurred by the Buyer in obtaining replacement goods of similar description and quality in thecheapest market available, less the price of the Goods. The Seller shall have no liability for any
failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or
the Buyer's failure to provide the Seller with adequate delivery instructions or any other
instructions that are relevant to the supply of the Goods.

6. Riska) All risk in the Goods shall pass to the Buyer when the Goods are delivered to the Buyer. Delivery
to a carrier or to any person, firm or company on the Buyer's behalf shall constitute delivery to the
Buyer.

7. Titlea) Title to the Goods shall not pass to the Buyer until the earlier of:a. Seller has received payment in full (in cash or cleared sums) for the Goods and any othergoods that the Seller has supplied to the Buyer in respect of which payment has becomedue, together with any interest or other sums payable; andb. the Buyer resells the Goods, in which case title to the Goods shall pass to the Buyer at
the time specified in clause 7(c) below.
b) Until title to the Goods has passed to the Buyer, the Buyer shall:a. store the Goods separately from all other goods held by the Buyer so that they remain
readily identifiable as the Seller's property;
b. not remove, deface or obscure any identifying mark or packaging on or relating to theGoods;c.

maintain the Goods in satisfactory condition and keep them insured against all risks fortheir full price from the date of delivery;d. notify the Seller immediately if it becomes subject to any of the events listed in clause 14;
ande. give the Seller such information as the Seller may reasonably require from time to time
relating to:i. the Goods; andii. the ongoing financial position of the Buyer.
c) Subject to clause 7(d), the Buyer may resell or use the Goods in the ordinary course of its
business (but not otherwise) before the Seller receives payment for the Goods. However, if theBuyer resells the Goods before that time:a. it does so as principal and not as the Seller’s agent; andb. title to the Goods shall pass from the Seller to the Buyer immediately before the time atwhich resale by the Buyer occurs.
d) At any time before title to the Goods passes to the Buyer, the Seller may:a. by notice in writing, terminate the Buyer's right under clause 7(c) to resell the Goods or
use them in the ordinary course of its business; andb. require the Buyer to deliver up all Goods in its possession that have not been resold, or
irrevocably incorporated into another Good and if the Buyer fails to do so promptly, enter
any premises of the Buyer or of any third party where the Goods are stored in order torecover them.
c.

The Buyer may, while not in default in terms of clauses 7(e)and (f) below, sell Goods
notwithstanding the Seller's title.

e) Any sale by the Buyer of Goods owned by the Seller shall, as between the Buyer and person towhom the Buyer sells, be made by the Buyer as principal, but the proceeds of sale shall belong to
the Seller to extent that the Buyer has not paid the Seller for such Goods until such payment has
been made, and until such time the proceeds shall be held by the Buyer in a fiduciary capacity on
behalf of the Seller and shall be kept in a separate account without prejudice to the Seller's rights
to trace same if the Buyer fails to keep the proceeds separate as aforesaid.
f)

The Buyer will, if the Seller so requires, assign to the Seller free of charge the Buyer's rights to
unpaid resale proceeds of the Seller's Goods.

8. Warranty of Sellera) The Seller warrants that on delivery of the Goods shall:a. conform in all material respects with their description; andb. be free from material defects in design, material and workmanship.
b) Subject to clause 8(c), if:a. the Buyer discovers that some or all of the Goods do not comply with the warranty set out
in clause 8(a) within three (3) days of delivery and gives notice in writing to the Seller
within seven (7) days of that discovery and provides such photographic evidence of suchdamage or defect;b. the Seller is given a reasonable opportunity of examining such Goods; andc.

the Buyer (if asked to do so by the Seller) returns such Goods to the Seller's place ofbusiness at the Seller's cost for the examination to take place,the Seller shall, at its sole discretion, repair or replace the defective Goods or refund the price ofthe defective Goods in full.
c) The Seller shall not be liable for the Goods' failure to comply with the warranty set out in clause8(a) if:a. the Buyer makes any further use of such Goods after giving notice in accordance withclause 8(b);b. the defect arises because the Buyer failed to follow the Seller's oral or written instructions
as to the storage, commissioning, installation, use and maintenance of the Goods or (ifthere are none) good trade practice regarding the same;c.

the defect arises as a result of the Seller following any drawing, design or Specification
supplied by the Buyer;

d. the Buyer alters or repairs such Goods without the written consent of the Seller;e. the defect arises as a result of fair wear and tear, willful damage, negligence, or abnormal
storage or working conditions; orf.

the Goods differ from their description as a result of changes made to ensure they
comply with applicable statutory or regulatory requirements.

d) The provisions of this clause 8 shall be the sole and exclusive remedy for the Buyer for any
breach by the Seller of the warranties in clause 8(a) and, except as provided in this clause 8, theSeller shall have no liability to the Buyer in respect of the Goods' or Services’ failure to comply
with the warranty set out in clause 8(a).
e) The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent
permitted by law, excluded from the Contract.
f)

These Conditions shall apply to any repaired or replacement Goods supplied by the Seller.

9. Supply of Servicesa) The Seller shall supply the Services to the Buyer in accordance with the service specification as
as agreed in writing in all material respects.
b) The Seller shall use all reasonable endeavours to meet any performance dates for the Services
specified in the Order, but any such dates shall be estimates only and time shall not be of theessence for the performance of the Services.
c) The Seller reserves the right to amend the service specification if necessary to comply with any
applicable law or regulatory requirement, or if the amendment will not materially affect the natureor quality of the Services, and the Seller shall notify the Buyer in any such event.
d) The Seller warrants to the Buyer that the Services will be provided using reasonable care andskill.
10. Limitation of the Seller's Liabilitya) Except as provided in these Conditions or otherwise agreed by the Seller in writing and to thefullest extent permitted by law, no warranty, condition, representation, undertaking or obligation,
express or implied, imposed by statute, common law, custom, course of dealing or otherwise on
the part of the Seller shall be deemed to be a term of the supply of the Goods or a representationby which the Buyer has been induced to enter into these Conditions.
b) The Buyer shall in no circumstances, save for fraudulent misrepresentation by the Seller, beentitled to recover from the Seller damages for breach of a contract for negligence or otherwise
arising exceeding the price paid by the Buyer with respect to the particular delivery or deliveries inquestion.
c) Except as provided above, the Seller shall not be liable to the Buyer, whatsoever (whether incontract, tort (including negligence), breach of statutory duty, restitution or otherwise) for any
damage or direct, indirect or consequential loss (all three of which terms include pure economic
loss, loss of profits, loss of business, depletion of goodwill and like loss) howsoever caused
arising out of or in connection with:a. any of the Goods, or the sale or supply, or failure or delay in supply, of the Goods, orthe provision of the Services by the Seller or on the part of the Seller’s employees,
agents or sub-contractors;
b. any breach by the Seller of any of the express or implied terms of these Conditions;c.

any use made or sale by the Buyer of any of the Goods or the Services; ord. any statement made or not made, or advice given or not given, by or on behalf of theSeller.
d)Nothing in these Conditions limits any liability which cannot legally be limited, including liabilityfor:a. death or personal injury caused by negligence;b. fraud or fraudulent misrepresentation;c.

breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2of the Supply of Goods and Services Act 1982; ord. defective Goods under the Consumer Protection Act 1987.
11. Indemnity of the Buyera) The Buyer indemnifies the Seller against all losses incurred by the Seller as a direct or indirect
result of or arising from:a. claims brought or threatened to be brought by third parties in respect of the handling,storage, transportation and/or consumption of the Goods after delivery has occurred; andb. acts and/or omissions (whether in negligence or otherwise) of the Buyer that void and/or
reduce the sum payable under the Seller's insurance policy for the Goods and theServices.
12. Intellectual Propertya) The Buyer acknowledges that all Intellectual Property Rights in the Goods and the Services
belong solely to the Seller.
b) The Seller gives no warranty, either express or implied, with respect to the validity of the Seller’sIntellectual Property Rights or that the Seller’s Intellectual Property Rights will not infringe therights of any third party.
c) The Buyer shall indemnify the Seller against all liabilities, actions, costs (including legal and otherprofessional costs) expenses, claims, proceedings and demands in respect of any infringement or
alleged infringement by the Seller of Intellectual Property Rights attributable to the Seller
complying with any special instructions from or requirements of the Buyer relating to the Goods
and the Services.
13. Confidential Informationa) The Buyer agrees not to divulge or communicate to any person (other than those representativesof the Buyer who need to know for the purpose of carrying on the Buyer's business or upon the
Seller’s instructions or with the Seller’s written approval) nor use for the Buyer’s own purposes orfor purposes other than carrying on the Buyer's business any of the confidential information which
the Buyer may have received or obtained by virtue of these Conditions and/or the Buyer’s courseof dealings with the Seller provided that this restriction shall apply indefinitely but shall cease to
apply to information which has come into the public domain other than by way of the Buyer
breaching this provision.
14. Terminationa) Without limiting its other rights or remedies, the Seller may terminate the Contract (or any part ofit) with immediate effect by giving written notice to the Buyer if:
a. the Buyer commits a material breach of any term of the Contract and (if such breach isremediable) fails to remedy that breach within thirty (30) days of being notified in writing
to do so;b. the Buyer fails to pay any amount due under the Contract on the due date for payment;c. the Buyer fails to take delivery of the Goods in accordance with any written instruction of
the Seller;
d. the Buyer suspends, or threatens to suspend, ceases, or threatens to cease, to carry on
all or a substantial part of its business;e. the Buyer takes any step or action in connection with its entering administration,
provisional liquidation or any composition or arrangement with its creditors (other than inrelation to a solvent restructuring), obtaining a moratorium, being wound up (whether
voluntarily or by order of the court, unless for the purpose of a solvent restructuring),
having a receiver appointed to any of its assets or ceasing to carry on business; orf. the Buyer's financial position deteriorates so far as to reasonably justify the Seller's
opinion that its ability to give effect to the terms of the Contract is in jeopardy.
b) On termination of the Contract for any reason the Buyer shall immediately pay to the Seller all the
Seller's unpaid invoices and interest and, in respect of Goods or Services supplied but for which
no invoice has been submitted, the Seller shall submit an invoice, which shall be payable by the
Buyer immediately on receipt.
c) Termination or expiry of the Contract, however arising, shall not affect any of the parties' rights
and remedies that have accrued as at termination or expiry, including the right to claim damages
in respect of any breach of the Contract which existed at or before the date of termination or
expiry.
d) Any provision of the Contract that expressly or by implication is intended to come into or continue
in force on or after termination or expiry of the Contract shall remain in full force and effect.
15. Force Majeurea) These Conditions shall be suspended during the period and to the extent of such period that
Seller believes either party is prevented or hindered from complying with their obligations under
any part of these Conditions by a Force Majeure Event.
b) If such period of suspension exceeds ninety (90) days, then the Seller shall, upon giving written
notice to the Buyer, be able to require that:a. all money due to Seller up to the date of the Force Majeure Event shall be paid
immediately; andb. the Contract is terminated without prejudice to the accrued rights of either party.
16. Noticesa) Any notice given in connection with the Contract must be in writing and shall be effected bypersonal delivery, e-mail or by registered mail postage. If effected by personal delivery it will bedeemed to be received at the time the notice is left at the proper address, if effected by e-mail it
shall be deemed to be received on the day of sending and if effected by post shall be deemed tobe received forty-eight (48) hours after the date of posting.
17. Assignmenta) The Seller may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare atrust over or deal in any other manner with all or any of its rights or obligations under theContract.

b) The Buyer may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust overor deal in any other manner with any or all of its rights or obligations under the Contract without
the prior written consent of the Seller.
18. Variationa) No variation of this Contract shall be effective unless it is in writing and signed by the parties (ortheir authorized representatives).
19. Waivera) No forbearance, delay or indulgence by the Seller in enforcing the provisions of these Conditions
shall prejudice or restrict the rights of the Seller nor shall any waiver of the Seller’s rights operate
as a waiver of any subsequent breach and no right, power or remedy herein conferred upon orreserved for the Seller is exclusive of any other right, power or remedy available to it, whether
under these Conditions or not, and each such right, power or remedy shall be cumulative.
20. Severancea) Each of the terms and conditions herein contained shall be severable and distinct from one
another (so far as the context permits) and if at any time any one or more of such terms or
conditions is or becomes invalid, illegal or unenforceable the validity, legality and/or enforceabilityof the remaining provisions herein contained shall not be in any way affected or impaired thereby.
21. Third party rightsa) Unless it expressly states otherwise, the Contract does not give rise to any rights under theContracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
22. Choice of law and jurisdictiona) The Contract and any dispute or claim (including non-contractual disputes or claims) arising outof or in connection with it or its subject matter or formation, shall be governed and construed inaccordance with the laws of England and Wales.
b) Each party irrevocably agrees that the courts of England and Wales shall have exclusive
jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising outof or in connection with the Contract or its subject matter or formation.

Registered office: Chrysal UK Ltd, Ardsley Mills, Bradford Road, East Ardsley, Leeds, WF3 2DW, UK. T: 0113
3074050 F: 0113 3074051
E: info@chrysal.co.uk www.chrysal.co.uk Company Registration Number 3984068 VAT Registration Number
828 2782 02