STEMS LIMITED

CONDITIONS OF SALE

PURPOSE

We value your custom and our aim is always to provide you with the highest standard of service. In order to avoid any misunderstanding we set out in the following clauses the conditions which will apply to the trading transactions between you and us.

1. DEFINITIONS

In these conditions of sale " We " and " Us " will mean STEMS LIMITED and / or its agents. " You "and " Your " will mean any person, firm, company, or authority who will order or buy the goods. The goods will mean any goods or materials sold by us in terms of any individual contract and " the contract " will mean the contract for the sale or supply of the goods by us to you.

2. CONTRACT

a) These Conditions of Sale govern completely our contract with you unless we have expressly agreed in writing to accept additional or contrary conditions from you. We may add Special Conditions and these will form part of the contract. If a conflict arises between any of these conditions and any special conditions the terms of the Special Conditions will prevail. All conditions given by us (unless otherwise agreed between you and us in writing) are subject to withdrawal and alteration without notice and so do not constitute an offer to supply goods.

b) To the extent that these conditions of sale do not provide consumers (as defined in Section 25 ( 1 ) of the Unfair Contract Terms Act 1977) with the statutory protections conferred upon them from time to time by United Kingdom consumer and / or Sale of Goods legislation these conditions of sale will be deemed to be varied or amended (and construed accordingly ) to the extent necessary to confer such statutory protections upon consumers who may purchase the Goods from us.

c) No goods shall be supplied, materials ordered for construction, or works carried out until we are in receipt of your official order and/or deposit.

3. PRICE

Where we quote prices we may increase these if costs (excluding V.A.T.) increase provided that we refer to a " fixed price " we will maintain that price for 30 days or the period stated.

Where a contract exists to supply goods on a regular basis, our prices include a twice yearly contract consultation, to assess the styles and designs of products supplied and make any amendments or revisions required.

Our prices are quoted subject to availability of materials, are strictly net of all discounts and rebates unless stated otherwise, and are subject to review on an annual basis. In exceptional circumstances they may also be subject to change as a result of excessive fluctuations in foreign exchange markets or seasonal conditions.

They do not include and we will be entitled to charge:-

a) V.A.T. (value added tax at the current rate)

b) Package and delivery charges (except where the price is stated to include delivery)

c) Any additional or replacement items outwith the original quotation or contract definition, an official order will be required for all such items. The additional items will be detailed and invoiced separately.

Price lists may have seasonal fluctuations and be varied or withdrawn without notice.

Small orders may be subject to a minimum charge and delivery costs.

d) Overtime rates or Non - Productive time to meet your delivery or completion dates

4. DELIVERY

a) We may deliver by part deliveries.

b) Goods are supplied subject to a "cut off " ordering point for delivery. We may use an independent carrier for deliveries and incur their tariffs.

c) Each part delivery will be a separate and independent Contract but you may not cancel the rest of the contract if we are late or fail to deliver any part.

d) For certain types of non perishable goods, you will accept delivery within 7 days of being advised that the goods are ready. Otherwise we may charge you interest at the rate of 1.5 per cent per month and make a storage charge of 1 per cent of the invoice value of the goods, per month .

e) You or your agent must examine and sign for the Goods when they are uplifted or delivered. No claims will be accepted for damage, shortage or loss unless written notice of such claims is received within three days of collection or delivery.

f) When you the buyer, or your Carrier on your behalf, collect the goods, it is your responsibility to ensure at all times, that adequate protection is provided for the goods whilst being loaded and in transit within your transport.

5. BREAKAGES

Any items, hired to you by us, which are broken or damaged prior to their return to us, will be subject to a charge for the item(s) at the current list price plus V.A.T.

6. PASSING OF RISK

If we deliver the goods to you or to such place as you direct within the United Kingdom risk of loss or damage passes to you when the goods are delivered by us to the place agreed between us. If the goods are collected from our premises that risk passes to you when the goods leave our premises. To avoid confusion, the delivery point is our entrance doors.

7. LATE DELIVERY

We will not be responsible for any loss caused by late delivery. Late delivery does not affect your duty to pay us.

8. PAYMENT

All goods supplied will be on a pro forma basis unless credit facilities have previously been arranged.

9. CREDIT CUSTOMERS

Invoices in respect of goods supplied are due for payment by you within 7 days of the invoice date, unless otherwise agreed. In certain circumstances, interim payments may be requested.

10. TECHNICAL DATA

Descriptions, weights, dimensions, colours, etc. in our catalogues and sales literature are solely for information and do not imply any warranty. The goods are offered for sale on the basis that they may differ from any samples seen by you. Any illustrations are a pictorial representation only of the products we sell, and may be subject to seasonal variations and substitution in part or in whole, due to unavailability of product.

Whilst every effort is made to ensure the accuracy of advice given we cannot accept liability for loss or damage arising from the use of any information supplied.

11. PASSING OF PROPERTY

a) Property and title in the goods will not pass to you until the whole price has been

received by us. Where the goods are supplied by part deliveries this clause will apply to each part delivery as if it was a separate and independent contract.

b) Until the whole price of the goods has been paid you will hold the goods as agent for us and will not sell or dispose of any of the goods save as our agent.

c) If you should have a receiver appointed over any of your assets or if an order is made or a resolution passed for your winding up or if you commit an act of bankruptcy or become not our bankrupt we will be entitled to remove any goods which have not been paid for in full and will be entitled to enter your premises for the purposes of doing so.

d) Sub-clauses ( a ), ( b ), ( c ) will each receive effect as a separate clause.

12. SELLER'S LIABILITY FOR DEFECTS

a) You are held to have satisfied yourself that the Goods are suitable for your purpose.

b) Where you claim that the Goods are defective or do not conform to your order

Specification you must inform us in writing within three days of receipt of the goods and allow us the opportunity to inspect and test the goods. Where we accept that the Goods are defective we will either i) replace the goods or ii) refund the price (if paid) but subject to any statutory provisions our liability will not exceed the cost of replacement or the agreed price for the Goods and we will only be liable if we are notified of the defect within three days and if you have fully paid for the goods on the due date. We are not liable under this clause where the defects occur because of i) Misuse or negligence by anyone other than us. ii) Loss or theft. iii) in-appropriate ambient conditions. iv) Lack of maintenance. v) Adverse weather conditions. vi) Any other cause except our negligence.

c) Except as provided in section 16 of the Unfair Contract Terms Act 1977 (liability for death or personal injury resulting from breach of duty) we accept no responsibility for direct, indirect or consequential loss or damage.

d) No guarantee or warranty is given as to the merchantable quality or fitness for any purpose of the Goods supplied by us or and / or manufactured by any third party, provided that we in so far as we are able to do so extend any manufacturers warranty or guarantee.

13. SUSPENSION OF DELIVERIES

We may withdraw our quotation and withhold delivery of the goods if your account is outstanding to an extent which we regard as unreasonable or for another reason which gives us doubts about your ability to pay.

14. CANCELLATION OF DELIVERIES / ORDERS

Where a contract exists to supply goods on regular basis, the contract shall continue until cancelled by either party. Either party may on giving 4 weeks notice, cancel the contract. As we may have start up costs, stockholding or forward ordering attached to the contract, if you cancel your order, we may recover all our costs for the duration of the contract. Certain items may be taken back into stock incurring 20% handling or re-stocking charge.

15. FORCE MAJEURE

We will not be responsible for any loss due to late delivery or suspension of delivery caused by strikes, lockouts, war, fire, breakdown of equipment, machinery or other cause beyond our control and in these circumstances we may cancel the Contract.

16. BUYER'S SPECIFICATIONS

If you wish us to provide goods to your design you must provide a detailed specification with dimensioned drawings, sketches or photographs of your requirements, including full delivery instructions when you place an order. We will endeavour to match colour and meet specification as close as possible, subject to availability of materials. We accept no responsibility for any defect in the goods or products resulting from your specification.

17. DESIGN AND INDUSTRIAL PROPERTY RIGHTS

a) We accept no responsibility for loss or damage which you or a third party may sustain relating to goods manufactured to our design but used in any way for which the goods were not designed.

b) Any design or specification given to us must not cause us to infringe any industrial property rights of a third party and you will indemnify against all claims arising from infringement of industrial property rights caused by us of your design or specification.

c) In this clause " Industrial Property Rights " mean patent rights, registered design, registered trade marks and copyright.

18. RULING LAW

The contract, these Conditions of Sale and all Special Conditions of Sale will be governed by and construed in all respects in accordance with the law of Scotland.

19. SEPARATE AND SEVERABLE

Each clause and sub clause in these Conditions of Sale is separate and severable and enforceable accordingly.