Terms & Conditions of Business

PSL TECHNOLOGY GROUP LTD – TERMS & CONDITIONS OF BUSINESS

1.    Interpretation and Definitions

In these Conditions:

(1) ‘PSL’ means PSL Technology Group Ltd. or any of its affiliates, subsidiaries, holding companies or assigns.

(2) ‘Client’ means the person, firm, company, corporation, public authority or body to whom the Goods (as defined below), and or, services are hired, sold or provided.

(3) ‘Contract’ means any Contract for the hire or sale of any Goods or services provided by PSL to the Client and will incorporate any of PSL’s Quotations, specifications, drawings and conditions referred to in it. The Contract, these Conditions, and any agreed variations in writing, shall come into force between the Client and the Supplier once the order has been placed (verbally or in writing) stating the Client’s requirements; PSL having accepted the order and, where appropriate, granted a credit facility. The Contract is not transferable.

(4) ‘Goods’ means the Goods for hire or sale specified in the Quotation or by Invoice and any part or component of them and any part consignment of them and any work or service provided by PSL as specified verbally or in the Quotation.

(5) ‘Quotation’ means PSL’s written or verbal Quotation; which shall be accepted by the Client either verbally or in writing.

(6) ‘Invoice’ means PSL’s written Invoice for Goods; which is issued on or after the provision of the Goods for payment of such Goods.

(7) ‘Statutory Requirement’ means (without limitation) any requirement of any statute or derivative legislation of the United Kingdom and any regulation, directive or decision or legal instrument of any Institution of the European Community.

(8) ‘List Price’ means PSL’s current Price List or any component thereof.

  1. Terms of Contract

In the event of any inconsistency between any other provision in the Quotation or Invoice and these Conditions, the latter shall prevail. The headings of these Terms and Conditions are for convenience only and shall not affect their interpretation.

Any clerical error in any sales literature, Price List or statement issued by PSL or in any Quotation or Invoice may be corrected by PSL and any liability of the Client shall be adjusted accordingly.

  1. Terms of Payment

All accounts are strictly net of V.A.T., and payment will be due as set out on PSL’s invoice. If any sum remains unpaid after the due date the payment of all charges, no matter how recent, shall become due immediately as a debt. Invoices will be presented at regular intervals during the period of any contract.

  1. Insurance and Responsibility for Lost/Stolen Goods

The Client agrees to pay PSL the full new List Price sale rate (or in the case of items not usually sold, the full replacement cost) for any Goods which are lost or stolen or damaged beyond economic repair, and without any deduction for usage, wear and tear or age, and shall insure the Goods on this basis. All monies received by the Client

from an Insurance Company or from any other source in settlement of any claim relating to the loss, theft or damage of Goods, shall, to the extent that any payment is due to the Supplier under this Condition be held in trust by the Client (or successor/assigned body) and paid to PSL on demand. In the event of loss or damage to the Goods the

Supplier’s account shall be settled in full on demand and such payment shall not be conditional on prior recovery by the Client of any sums under a policy of insurance or from any other source. The Client will take all practical steps to secure a proper return of lost or stolen Goods. In the event of lost or stolen Goods being subsequently recovered

and returned by the Client to PSL, the Client will be credited with the invoiced value of those Goods, less the appropriate hire charges, from the date on which the Supplier received notification of loss to the date of return. All Hire charges are due up to and including the ‘off-hire’ date, or reported loss date, confirmed in writing at the time; that advice is to be received within 3 working days (postmark or received email date shall determine).

  1. Maintenance of Goods, Breakdown Procedures and Accident Reporting

The Client will keep itself acquainted with the state and condition of the Goods and ensure that they remain safe, serviceable and clean. Any breakdown or any unsatisfactory working of the Goods must be immediately notified to PSL by telephone and confirmed in writing within 24 hours. Under no circumstances will the Client repair or attempt to repair the Goods unless authorised, in writing, by PSL. The Goods must be returned to PSL’s premises for examination unless rectification elsewhere is requested by PSL and the Client agrees to pay the carriage. If the Goods are involved in any accident resulting in damage to the Goods or other property or injury to any person, the Client will

notify PSL immediately by telephone and confirm in writing within 24 hours.

  1. Removal of Goods

Goods must not be removed from any site(s) originally specified by the Client or from any subsequently authorised site without the explicit written authority of PSL and without having notified PSL of the new site address. Further, Goods must be returned by the Client to PSL unless otherwise agreed in writing, in advance, by PSL. If the Client does not comply, then the Client will be charged with any additional costs incurred by PSL.

  1. Variation to Prices/Goods

The Quotation is open to acceptance for 28 days after which, PSL reserves the right to increase the prices. The quoted rates may be re-negotiated should the original quantities or requirements change. After acceptance PSL may increase any price including that of the Goods already on hire on 28 days’ notice in writing to the Client. Quotations strictly cover the actual items of Goods detailed therein. Any increase in those detailed quantities for whatever reason will result in additional hire charges.

  1. Outstanding Accounts

PSL reserves the right to charge compound interest at the rate of one and a half percent per month (on a daily basis) on all sums outstanding after the due date for payment. This entitlement to interest shall be without prejudice to PSL’s

right to terminate the hire by reason of non-payment. Interest shall continue to accrue after such termination until payment of all overdue amounts has been received. All prices quoted will be deemed to be List Prices unless agreed by PSL in writing. Any prices agreed which differ from the List Price will only remain applicable on the condition that PSL’s payment terms are complied with. In the event that those payment terms are not complied with, full charges may be substituted. Should a dispute arise in respect of any specific item described by any specific invoice, the Client shall not be entitled during the course of this dispute to withhold any sums for payment beyond those specifically relating to the disputed item(s). A counter-claim against PSL will only be accepted for deduction from any payment made to PSL where PSL has agreed to such a deduction in writing. Counter-claims against PSL will only be considered for acceptance between the parties to this Contract. However, the total aggregate of all or any claim against PSL, shall be limited to the total V.A.T. exclusive hire value of relevant invoices.

  1. Termination

(1) If the Client commits any breach of this, or any other contract with PSL, or ceases business, or stops payment to or makes deed of arrangement, assignment or composition with its creditors or being a company enters into liquidation whether compulsory or voluntary (except liquidation for purposes of reconstruction or amalgamation) or suffers or allows the appointment of a trustee, receiver or provisional liquidator, or suffers any distress or execution whether legal or equitable or any attempt thereat upon any of the Client’s property, or has an unsatisfied judgement against it for 14 days or more, or commits any act of bankruptcy, or has an order or notice of resolution for winding up proposed or made against it, or dishonours any cheque drawn upon it, then the Client shall be deemed to have repudiated this Contract. PSL may then immediately re-possess the Goods and recover any monies due as well as damages for repudiation without prejudice to any other rights and remedies.

(2) The Client shall upon early termination of the Contract pay to PSL, compensation for the loss suffered by PSL as a result of such termination, such loss being determined by PSL having regard to all relevant circumstances. The termination of the Contract shall not affect any rights of the Supplier or liabilities of the Client subsisting at the date of termination.

  1. Supplier’s Rights

The Client shall not sublet or part with possession of any of the Goods without receiving the prior written consent of PSL. Where the Client takes the Goods on hire intending to re-hire them to a third party, the Client is deemed to retain control of the Goods whether or not they might remain in the Client’s possession. The Client shall be solely responsible for the payment of all hire charges raised by PSL and for all charges raised by PSL in respect of damage to or loss of the Goods. It is the sole responsibility of the Client to return the Goods to PSL. PSL will not deal directly with any third party in this context.

  1. Responsibility of Client

(1) The Client will be responsible for the unloading and loading the Goods at the address specified by the Client, and likewise at PSL’s premises when transported by the Client, or its agent, and any person supplied by PSL shall be deemed to be an employee of the Client or its agent at such times.

(2) The Client’s responsibility for the Goods commences on the receipt by the Client or his agent or on delivery as requested and ends when the Client is in possession of the Supplier’s unqualified receipt for all the Goods. The Client will not sell or otherwise part with control of the Goods.

(3) The Client shall indemnify PSL against any loss, damage, claims or proceedings, and against any cost or expense arising out of or in connection therewith, in respect of any injury to or death of any person or damage to any property real or personal caused by or arising out of or in the course of the use or misuse of the Goods by any person (other than that caused by PSL). The Client shall effect and keep in force at all times policies of insurance in respect of its liabilities under this Condition.

(4) Nothing in this clause shall affect the statutory rights of the Client or purport to limit or exclude any liability which may not be limited or excluded under the Unfair Contract Terms Act 1977.

(5) The Client shall indemnify and hold harmless PSL against any expense, liability, loss, claim or proceedings whatsoever arising out of or caused or occurring in the course of carrying out of the Contract by PSL.

  1. Title

The Goods, notwithstanding their loss or theft and any compensation payment from the Client to PSL in respect thereof, will at all times remain the property of PSL. In respect of the permanent sale of Goods of any kind, PSL retains explicit title to all Goods specified in any Contract until all payments in relation to the Contract have been settled in full.

  1. Value Added Tax (V.A.T.)

Unless specifically stated otherwise, prices and rates shown in Quotations, contracts, invoices, certificates and correspondence are net exclusive of V.A.T., which will be payable to PSL as an addition to the rates chargeable at the rate or rates laid down from time to time by law. PSL shall be entitled to adjust the rates and amount of V.A.T. retrospectively, or otherwise comply with any rulings made by H.M. Customs and Excise affecting any Goods sold, hired or provided by PSL.

  1. Law

The Contract shall be governed by English law and the Client consents to the jurisdiction of the English courts in all matters regarding the Contract except to the extents that PSL invokes the jurisdiction of the Courts of any other country.

  1. Consequential Losses

PSL shall not be liable for any consequential loss to the Client, including (but without limitation) any expense, liability, loss, claim or proceeding, whatsoever caused by, or arising out of, the late delivery, non-delivery, unsuitability, or lawful repossession of the Goods, or any part thereof or any breakdown or stoppage of same. Nothing in this clause shall affect the statutory rights of a person dealing as a consumer as defined by the Unfair Contract Terms Act 1977.

  1. Supplier’s Name Plates and labels

The Client shall not remove, deface or cover up PSL’s plates, labels or marks on the Goods indicating that they are its property nor shall the Client apply any mark or identification of its own.

  1. Rights of Access

The Client hereby authorises PSL (upon production of this document) to enter upon any land or premises wherein PSL reasonably believes any Goods, or any part thereof to be, and in so far as PSL in his absolute discretion deems necessary, to inspect, test, repair, replace or repossess the same.

  1. Rights Reserved

Any failure by PSL to enforce any or all of these Conditions shall not be construed as a waiver of any of PSL’s rights hereunder. All legal rights and remedies remain expressly reserved under all circumstances.

  1. Separate Term Validity

Should any Condition in this Contract be held invalid, void, illegal, unenforceable or  otherwise vitiated such invalidation shall not affect the validity of the remaining conditions.

  1. Force Majeure

PSL does not accept responsibility for any failure or delay caused by circumstances beyond its control, including (and not limited to):

(1) Acts of God, explosion, flood, tempest, hurricane, exceptionally inclement weather, fire or accident.

(2) War or threat of war, sabotage, insurrection, civil disturbance or requisition.

(3) Acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary, statutory, or local authority.

(4) Import or export regulations or embargoes.

(5) Strike, lock-outs or other industrial actions (whether involving employees of the Supplier, Client or of a third party).

(6) Difficulties in obtaining raw materials, labour, fuel, parts, machinery or transportation.

(7) Power failure or breakdown in machinery.

  1. Notices

Any notice to be given under the Contract shall be in writing and emailed with suitable traceability, acceptance or response indicating receipt or forwarded by first class prepaid (registered or recorded delivery) letter post to the receiving party at its registered office in the case of a company or its business address as last notified in writing to the other party in any other case and shall be deemed to have been given on the date of the email or on the first working day following that on which the notice was posted (as the case may be).