CRANFIELD COLOURS LIMITEDTERMS AND CONDITIONS OF SALE

1

1.

TERMS OF CONTRACT

1.1

The interpretation provisions at the end of this document will apply.

1.2

Cranfield invites orders for Goods exclusively upon the Terms (which shall apply
subject to any contrary provision expressly agreed in writing by Cranfield and theCustomer). The Terms shall apply to the exclusion of any other terms that theCustomer seeks to impose or incorporate, or which are implied by law, trade custom,practice or course of dealing. The Customer waives any right it might otherwise haveto rely on any term endorsed upon, delivered with or contained in any documents of
the Customer that is inconsistent with these Terms.

1.3

All orders for Goods (whether written or not) constitute an offer by the Customer topurchase the Goods in accordance with these Terms. The Customer is responsible
for ensuring that the terms of the order are complete and accurate.

1.4

An order shall only be deemed to be accepted when Cranfield issues an Order
Acknowledgement, at which point the Contract shall come into existence.

1.5

An order for Goods from a Customer (whether written or not), when accepted by
Cranfield, shall give rise to a contractual obligation on the Customer to purchase andpay for those Goods, whether or not the Customer subsequently sends a purchaseorder to Cranfield.

1.6

Any samples, descriptive matter or advertising produced by Cranfield and any
descriptions contained in Cranfield’s online brochures are produced for the sole
purpose of giving an approximate idea of the Goods referred to in them. They shall notform part of the Contract nor have any contractual force.

1.7

A quotation for the Goods given by Cranfield shall not constitute an offer. A quotation
shall only be valid for a period of 20 Business Days from its date of issue.

2.

DELIVERY AND RISK

2.1

For Goods ordered by Customers for delivery in the UK, Cranfield will arrange delivery
and the Goods shall be delivered CPT (Incoterms 2010) to the delivery address
specified by the Customer.

2.2

For Goods ordered by Customers for delivery outside the UK, except where otherwise
discussed and agreed in writing by Cranfield and the Customer, those Goods shall bemade available (to a carrier nominated by the Customer) on the following basis: FCA(Incoterms 2010), 44-47 Springvale Industrial Estate, Cwmbran NP44 5BB, United
Kingdom.

2.3

Any dates quoted for delivery are approximate only, and the time of delivery is not of
the essence. Cranfield shall not be liable for any delay in delivery of the Goods that iscaused by a Force Majeure Event or the Customer’s failure to provide Cranfield with2

adequate delivery instructions or any other instructions that are relevant to the supplyof the Goods.
2.4

If the Customer fails to accept delivery of the Goods, then, except where such failure
or delay is caused by a Force Majeure Event or Cranfield's failure to comply with its
obligations under the Contract in respect of the Goods:(a)delivery of the Goods shall be deemed to have been completed at 09:00 amon the day on when delivery of the Goods was first attempted; and(b)

Cranfield may at its absolute discretion store the Goods until delivery takes
place, and charge the Customer for all related costs and expenses (including
insurance).

2.5

Where Cranfield arranges delivery of the Goods to a Customer, risk in those Goods
passes to the Customer at the time of first attempted delivery of those Goods at theCustomer’s address. Where a Customer arranges delivery of the Goods, risk in those
Goods passes to the Customer when the Goods are first made available for collection
by the Customer’s carrier.

2.6

Title to Goods passes to the Customer when: (i) Goods are delivered to the Customer,
where Cranfield arranges delivery of those Goods; or (ii) Goods are made available forcollection by the Customer, where a Customer arranges delivery of the Goods.

3.

QUALITY

3.1

Cranfield warrants that on delivery, the Goods shall:

3.2

(a)

be of satisfactory quality (within the meaning of the Sale of Goods Act 1979);
and

(b)

be fit for any purpose held out by Cranfield.

Subject to clause 3.3, if:(a)the Customer gives notice in writing to Cranfield that some or all of the Goods
do not comply with the warranty set out in clause 3.1;(b)Cranfield is given a reasonable opportunity of examining such Goods; and(c)the Customer (if asked to do so by Cranfield) returns such Goods toCranfield’s place of business at Cranfield's cost,

Cranfield shall (if it determines that the Goods do not comply with the warranty set out
at clause 3.1) at its option replace the defective Goods, or refund the price of thedefective Goods in full.
3.3

Cranfield shall not be liable for the Goods' failure to comply with the warranty set out
in clause 3.1:

3

(a)

the Customer makes any further use of such Goods after giving notice inaccordance with clause 3.2;(b)the defect arises because the Customer failed to follow Cranfield's oral or
written instructions as to the storage or use of the Goods or (if there are none)
good trade practice regarding the same;(c)the Customer alters such Goods without the written consent of Cranfield; or(d)the defect arises as a result of fair wear and tear, wilful damage, negligence,or abnormal storage or working conditions.

3.4

Except as provided in this clause 3, Cranfield shall have no liability to the Customer inrespect of the Goods' failure to comply with the warranty set out in clause 3.1.

3.5

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.

3.6

These Terms shall apply to any replacement Goods supplied by Cranfield.

4.

PRICE AND PAYMENT

4.1

The price of Goods shall be the price set out in in Cranfield’s price list current at thedate of dispatch of those Goods.

4.2

Cranfield may, by giving notice to the Customer at any time up to 30 Business Days
before dispatch, increase the price of the Goods to reflect any increase in the cost of
the Goods that is due to:

4.3

4.4

(a)

any factor beyond Cranfield’s control (including foreign exchange fluctuations,increases in taxes and duties, and increases in labour, materials and othermanufacturing costs);(b)

any request by the Customer to change the delivery date(s), quantities ortypes of Goods ordered; or(c)any delay caused by any instructions of the Customer or failure of the
Customer to give Cranfield adequate or accurate information or instructions.

The price of the Goods:(a)excludes amounts in respect of value added tax (VAT), which the Customer
shall (if applicable) additionally be liable to pay to Cranfield at the prevailingrate, subject to the receipt of a valid VAT invoice; and(b)excludes the costs and charges of packaging and transport of the Goods,
which shall (where delivery is arranged by Cranfield, and except whereotherwise agreed in writing by the Customer and Cranfield) be invoiced to theCustomer in addition.

Cranfield will invoice the Customer for Goods when they are dispatched.
44.5

The Customer shall pay each invoice submitted by Cranfield:(a)within 30 days of the date of the invoice (subject to any contrary arrangementagreed in writing by the Customer and Cranfield); and(b)in full and in cleared funds to a bank account nominated in writing by Cranfield,
and

(c)

time for payment shall be of the essence of the Contract.

(d)

Cranfield shall be entitled to despatch goods comprised in an order by one ormore instalments and to issue an invoice in respect of each such instalment.
Cranfield shall have no obligation to split invoices, whether to reflect a
Customer’s purchase order history or for any other reason.

4.6

If the Customer fails to make a payment due to Cranfield under the Contract by thedue date, then the Customer shall pay statutory interest on the overdue amount
together with compensation and costs, in accordance with the Late Payment ofCommercial Debts (Interest) Act 1998. Such interest shall accrue on a daily basis fromthe due date until actual payment of the overdue amount, whether before or after
judgment. The Customer shall pay the interest, compensation and costs together withthe overdue amount.

4.7

All amounts due under the Contract shall be paid in full without any set-off,counterclaim, deduction or withholding (other than any deduction or withholding of tax
as required by law).

4.8

If any amount due to Cranfield by a Customer is overdue Cranfield may at any time,
without limiting any other rights or remedies it may have, withhold delivery of any
Goods due to be delivered to the Customer until the overdue sum is paid in full by the
Customer, together with any interest due thereon.

5.

LIMITATION OF LIABILITY

5.1

The restrictions on liability in this clause 5 apply to every liability arising under or inconnection with the Contract including liability in contract, tort (including negligence),
misrepresentation, restitution or otherwise.

5.2

Nothing in the Contract limits any liability which cannot legally be limited, including
liability for:(a)death or personal injury caused by its negligence, or the negligence of its
employees, agents or subcontractors (as applicable);(b)

fraud or fraudulent misrepresentation;(c)breach of the terms implied by section 12 of the Sale of Goods Act 1979; or(d)defective products under the Consumer Protection Act 1987.

5

5.3

Subject to clause 5.2, Cranfield's total liability to the Customer under the Contract (forfailure to deliver Goods, in the event of a breach of any of the provisions incorporated
into these Terms or otherwise) shall be limited to the amount (excluding VAT if
applicable) paid by the Customer to Cranfield hereunder.

5.4

Subject to clause 5.2, the following types of loss are wholly excluded:(a)loss of profits;(b)loss of sales or business;(c)loss of agreements or contracts;(d)loss of anticipated savings;(e)loss of use or corruption of software, data or information;(f)loss of or damage to goodwill; and(g)indirect or consequential loss.

5.5

This clause 5 shall survive termination of the Contract.

6.

TERMINATION

6.1

Without limiting its other rights or remedies, Cranfield may terminate this Contract withimmediate effect by giving written notice to the Customer if:

6.2

(a)

the Customer commits a material breach of any term of the Contract and (ifsuch a breach is remediable) fails to remedy that breach within five days ofthat party being notified in writing to do so;(b)

the Customer takes any step or action in connection with its entering
administration, provisional liquidation or any composition or arrangement with
its creditors (other than in relation 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;(c)

the Customer suspends, threatens to suspend, ceases or threatens to cease
to carry on all or a substantial part of its business; or(d)the Customer’s financial position deteriorates so far as to reasonably justify
the opinion that its ability to give effect to the terms of the Contract is injeopardy.

Without limiting its other rights or remedies, Cranfield may suspend provision of theGoods under the Contract or any other contract between the Customer and Cranfield
if the Customer becomes subject to any of the events listed in clause 6.1(b) to clause
6.1(d), or Cranfield reasonably believes that the Customer is about to become subject
to any of them, or if the Customer fails to pay any amount due under this Contract on
the due date for payment.

6

6.3

Without limiting its other rights or remedies, Cranfield may terminate the Contract withimmediate effect by giving written notice to the Customer if the Customer fails to pay
any amount due under the Contract on the due date for payment.

6.4

On termination of the Contract for any reason the Customer shall immediately pay to
Cranfield all of Cranfield’s outstanding unpaid invoices and interest and, in respect ofGoods supplied but for which no invoice has been submitted, Cranfield shall submit an
invoice, which shall be payable by the Customer immediately on receipt.

6.5

Termination or expiry of the Contract, however arising, shall not affect any of theparties' 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.

6.6

Any provision of the Contract that expressly or by implication is intended to come intoor continue in force on or after termination or expiry of the Contract shall remain in fullforce and effect.

7.

FORCE MAJEURE
Cranfield shall not be liable to the Customer for any inability to perform or delay inperforming any of its obligations hereunder where such inability or delay as aforesaid
is caused (directly or indirectly) by any Force Majeure Event including (but without
limitation) any trade dispute, strike or lock–out involving its own employees or subcontractors, or the employees or sub-contractors of a Customer or a carrier.

8.

GENERAL

8.1

Assignment and other dealings.

8.2

(a)

Cranfield may at any time assign, transfer, mortgage, charge, subcontract,
delegate, declare a trust over or deal in any other manner with all or any of its
rights or obligations under the Contract.

(b)

The Customer may not assign, transfer, mortgage, charge, subcontract,
delegate, declare a trust over or deal in any other manner with any or all of its
rights or obligations under the Contract without the prior written consent of
Cranfield.

Entire agreement.
(a)

The Contract constitutes the entire agreement between the parties andsupersedes and extinguishes all previous agreements, promises, assurances,
warranties, representations and understandings between them, whether
written or oral, relating to its subject matter.

(b)

Each party agrees that it shall have no remedies in respect of any statement,
representation, assurance or warranty (whether made innocently or
negligently) that is not set out in the Contract. Each party agrees that it shall7

have no claim for innocent or negligent misrepresentation or negligent
misstatement based on any statement in the Contract.
8.3

Variation. No variation of the Contract shall be effective unless it is in writing andagreed to by the parties (or their authorised representatives).

8.4

Waiver. No failure or delay by a party to exercise any right or remedy provided under
the Contract or by law shall constitute a waiver of that or any other right or remedy, norshall it prevent or restrict the further exercise of that or any other right or remedy. No
single or partial exercise of such right or remedy shall prevent or restrict the further
exercise of that or any other right or remedy.

8.5

Severance. If any provision or part-provision of the Contract is or becomes invalid,illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity
and enforceability of the rest of the Contract. If any provision of the Contract is deemed
deleted under this clause 8.5 the parties shall negotiate in good faith to agree a
replacement provision that, to the greatest extent possible, achieves the intended
commercial result of the original provision.

8.6

Notices.
(a)

(b)

(c)

8.7

Any notice given to a party under or in connection with the Contract shall bein writing and shall be:(i)delivered by hand or by pre-paid first-class post at its principal placeof business; or(ii)sent by email to the address hello@cranfield-colours.co.uk in the caseof a notice given to Cranfield, or to the email address specified by the
Customer, in the case of a notice given to a Customer.

Any notice shall be deemed to have been received(i)

if delivered by hand, at the time the notice is left at the proper address;(ii)

if sent by pre-paid first-class post or other next working day delivery
service, at 9:00 am on the second working day after posting if theaddress is in the UK, or otherwise the 14th working day after posting.

(iii)

if sent by email, at the time of receipt by the recipient’s email server,or, if this time falls outside business hours in the place of receipt, whenbusiness hours resume. In this clause 8.6(b)(iii), business hours
means 9.00am to 5.00pm Monday to Friday on a day that is not a
public holiday in the place of receipt.

This clause does not apply to the service of any proceedings or otherdocuments in any legal action or, where applicable, any arbitration or othermethod of dispute resolution.

Third party rights.

8

(a)

Unless it expressly states otherwise, the Contract does not give rise to any
rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any
term of the Contract.

(b)

The rights of the parties to rescind or vary the Contract are not subject to theconsent of any other person.

8.8

Governing law. The Contract, and any dispute or claim (including non-contractual
disputes or claims) arising out of or in connection with it or its subject matter orformation, shall be governed by and construed in accordance with the law of Englandand Wales.

8.9

Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shallhave exclusive jurisdiction to settle any dispute or claim (including non-contractual
disputes or claims) arising out of or in connection with the Contract or its subject matteror formation.

9.

INTERPRETATION

9.1

Definitions:Contract: the contract between Cranfield and the Customer for the sale and purchaseof the Goods in accordance with these Terms.
Customer: means the person, firm, company or other organisation in whose name an
account with Cranfield is opened, any such person who places an order for Goods with
Cranfield, or to whom Goods are delivered by Cranfield, and any other person, firm,company or other organisation who succeeds (in whole or in part) to the business orundertaking of a Customer.
Force Majeure Event: an event, circumstance, state of affairs or cause beyond a
party's reasonable control.
Goods: means all products and any other goods ordered by and/or delivered to a
Customer on behalf of Cranfield.
Order Acknowledgement: means Cranfield’s written confirmation to a Customer,
setting out which of the Goods requested by a Customer are available and are about
to be shipped and (if relevant) which Goods are not available.
Cranfield: Cranfield Colours Limited (registered in England and Wales with company
number 01266345).
Terms: means the terms and conditions set out in this document as amended fromtime to time in accordance with clause 8.3

9.2

Interpretation(a)

A person includes a natural person, corporate or unincorporated body(whether or not having separate legal personality).

9

(b)

A reference to a party includes its personal representatives, successors andpermitted assigns.

(c)

A reference to legislation or a legislative provision is a reference to it asamended or re-enacted. A reference to legislation or a legislative provision
includes all subordinate legislation made under that legislation or legislative
provision.

(d)

Any words following the terms including, include, in particular, forexample or any similar expression shall be construed as illustrative and shallnot limit the sense of the words, description, definition, phrase or term
preceding those terms.

(e)A reference to writing or written includes email.

November 2021

10