GENERAL

1. (a) All orders placed with Trinion Ltd T/A Genus ("The Company) are subject to the terms and conditions set out below. No modifications or variations shall be valid or effective unless expressly accepted in writing by a Director of the Company.

(b) The customer from hereon shall be all persons and business enterprise(s) including their agent(s) their representative(s) and their directors purchasing goods and materials from Trinion Ltd. The customer shall ensure the relevant persons are made aware of these conditions and any subsequent alterations and changes.

PRICE

2. (a) The Company at its own discretion and at a rate it chooses shall set the price of goods. It shall be entitled to price variations without prior notice.

(b) Quotations are made upon the basis of materials and labour prevailing at the date thereof and shall remain open for acceptance for a period of thirty days from the date of quotation. Acceptance of quotation after thirty days shall be subject to alterations to take into account changes in stock levels and costs.

(c) The company prior to acceptance of purchase shall have the right to correct any typographical errors.

3. The price of all goods is exclusive of V.A.T unless specifically stated.

PAYMENT

4. Unless specified in writing payment is due within 30 days of invoice date. Any enquiry on an invoice shall be reported to the Company in writing within 7 days from receipt of the invoice. Payment of all items excluding the enquiry item should be made within 30 days of invoice date and the enquiry item to be paid for within 7 days of the enquiry being resolved.

5. The buyer shall be entitled to the negotiated discount if/when payment is received in full to the Company within 15 days of invoice. The Company shall be entitled to vary this discount rate at its own discretion.

6. Failure to pay on or before the due date shall entitle the Company to:

(a) Terminate the contract under which the Buyer has failed to pay and to recover from him any damage or loss suffered by the Company due to the above

(b) charge the Buyer interest per month at the rate of 2.5% above bank base rate, calculated and accrued on a daily basis on the amount due from the date of Invoice to the date of actual payment thereof

(c) Charge the Buyer all legal costs incurred in recovering the outstanding amount.

ACCOUNTS

7. The Company reserves the rights to open and keep open a customer account subject to satisfactory trade references and to the observance by the customer to the credit terms.

8. If the Terms & Conditions are not complied with, the Company reserves the right to close or suspend a credit account at any time without prior notice whereupon the amount outstanding shall be paid in full on demand.

8a. The Company shall keep open the account subject to the usage of that account. If at the Company's discretion it finds a shortfall on the usage; then it reserves the right to terminate or suspend the account at any time.

COLLECTION AND DELIVERY

(a) The Buyer shall pay the Company's delivery charge at the rate prevailing at the date of order, or at any other rate agreed between the Company and the Buyer prior to the acceptance of the order.

(b) The Buyer will ensure that there is adequate access, labour and other facilities at the place of delivery in order to enable the goods to be unloaded promptly and safely.

(c) The Company shall be entitled to make part deliveries of the goods.

10. (a) The Company shall use all reasonable endeavours to meet any delivery and collection times stated, however the Company shall not be liable for any delay howsoever caused.

(b) Customers shall on purchase or deliveries check and ensure goods purchased are of good and operational order and to the quality/standard required. All goods shall be deemed satisfactory upon acceptance of purchase.

DELIVERY

11. The Company shall be entitled to stop or withhold collection/delivery of any goods where at the time of collection payment is due to the Company in respect of any goods supplied to the Buyer.

DAMAGE OR LOSS IN TRANSIT

12. Where the Company is responsible for delivering goods to the Buyer the Company will at its option repair or replace free of charge any goods lost or damaged in transit provided that details of any loss or damage have been marked and signed on the copy of the consignment note or delivery documents and advised to the Company within 48 hours of delivery and confirmed in writing to the Company with full particulars within 3 days of delivery.

DEFECTIVE GOODS

13. The Company shall at their option repair or replace any goods which are defective as to materials or workmanship provided that:

(a) where any alleged defect is discovered (whether or not the Buyer shall actually inspect the goods) notification of the alleged defect with full particulars thereof is received by the Company in writing within 7 days of the date of collection or delivery of the goods.

(b) the defect is not due to wear and tear, neglect, abnormal use, misuse or improper adjustment.

14. As against a person dealing as a consumer as defined by Section 12 of the Unfair Contract Terms Act 1977 the provisions contained in Condition 13 above shall be accepted in substitution for and to the entire exclusion of all conditions and warranties and liabilities whatsoever whether expressed or implied by statute (save those implied by virtue of Section 12 of the Sale of Goods Act 1979) common law usage or otherwise.

15. In the event that the Company shall be unable to repair or replace the goods, in no circumstances shall the Company's liability extend beyond the cost of repairing or replacing the goods and in particular the Company shall not be liable for any consequential loss whether in contract, tort or otherwise.

RETURN OF GOODS

16. Customer returning goods shall be subject to a minimum of 20% deduction on the invoiced value of goods before VAT for re-stocking. Returned items shall be accepted by the Company based upon the Company's satisfaction and acceptance of the original condition.

FORCE MAJEURE

17. (a) The Company shall not be responsible for any loss, damage, delay or non-performance of any contract arising whether directly or indirectly from any cause outside the control of the Company including (but without prejudice to the generality of the foregoing) any cause arising from or attributed to strike, lock-out, shortage of labour or materials, governmental action, civil commotion, riots, wars, sabotage, storm, flood, earthquake, drought, machinery breakdown, failure of plant, collapse of structures, voluntary or mandatory compliance with any direction request or order of any person having or appearing to have authority whether for defence or other governmental or national purposes, inability to obtain raw materials, equipment, fuel, power, components or transportation.

(b) In the event of any delay or non-performance of any contract arising whether directly or indirectly from any cause referred to in Condition 17(a) above the Company shall be entitled to frustrate any contract without payment to the buyer in respect of any loss, damage or otherwise.

RISK

18. Risk in the goods shall pass to the buyer as soon as the goods are dispatched by the Company or collected by the buyer.

PROPERTY

19. Property in any goods sold shall not pass to the Buyer unless all sums outstanding from the Buyer to the Company whether in respect of the goods or for any other reason whatsoever have been paid in full by the Buyer.20. Until the goods become the property of the Buyer, the Buyer shall return the Company's goods to the Company's premises upon demand.

INVOICE AND RECIEPTS

21. All account holder customers are requested to check all invoices and receipts issued by the company to ensure all description and price(s) are as agreed during purchase. The customer shall notify the company within three days of date of invoice or receipt any deviations from the original purchase.

IRECTORS GAURANTEE22. The purchase of goods and materials from Trinion Ltd by ALL "Limited Company customers or their agent or their representative shall be deemed as consent by their Directors to personally guarantee the payment(s) of all sums of money due or which may become due by Trinion Ltd. The Directors shall within one month ensure payment of the full outstanding amount together with any associated cost in settling the due payment.

GOVERNING LAW AND JURISDICTION

23. All contracts between the Company and the Buyer shall in all respects be governed by English Law and all disputes which may arise out of or in connection with these Conditions or any contract between the Company and the Buyer or any goods supplied or to be supplied under any contract shall be to the exclusive jurisdiction of the English Courts or EC Courts where appropriate.

24. In the event that the Company shall bring any legal proceedings against the Buyer in connection with these Conditions or any contract between the Company and the Buyer or any goods supplied or to be supplied under the contract, the Buyer shall indemnify the Company against all costs and expenses incurred by the Company in connection therewith on a full indemnity basis.

Updated: April 05