Terms and Conditions

1 DEFINITIONS

In these conditions, 'the Company' means Natrocell Technologies Limited. 'the Customer' means the person, partnership, company or other body with whom the Company contracts. 'Services' means the Services (whether relating to installation or servicing the goods or otherwise) rendered by the Company to the Customer pursuant to the Contract. ‘Conditions’ means these terms and conditions. 'Goods' mean Goods supplied or to be supplied by the Company pursuant to the Contract (as hereafter defined) including Goods supplied or to be supplied in connection with the rendering of Services. 'Special Goods' means goods made or adapted specifically to the Customer's designs and specifications.

2 CONTRACTS

(a)Any quotation or estimate given by the Company in respect of any of its Goods or Services is an invitation to the customer to make an offer only and no order of the Customer placed with the Company in pursuance of a quotation or estimate or otherwise shall be binding on the Company unless and until it is accepted by the Company.

(b)Any Contract howsoever made between the Company and the Customer ('the Contract') shall incorporate and be subject to these conditions and receipt of Goods or Services by the Customer shall be deemed to be conclusive proof that the Company has accepted the Conditions in the absence of any express or other implied acceptance of these Conditions by the Customer.

(c)The Customer accepts that these conditions shall govern relations between the Company and the Customer to the exclusion of any other terms and conditions and warranties whether written or oral, express or implied even if contained in any of the customer's documents which purport to provide that the Customer's own terms and conditions shall prevail. No employee of the Company (other than the Secretary or a Director) is authorised to make, and the Customer hereby acknowledges that it is not relied on any statement, warrant or representation as to the use, functioning or state of the Goods, No variation or qualification of these conditions shall be valid unless made in writing by the Secretary or a Director of the Company.
In no circumstances will the Company be responsible for loss of profits, incidental expenses or any consequential loss attributable to defects in material or delay in or non-delivery. The Company shall not be liable in any way for failure or delay in delivery of goods if caused by circumstances beyond the Company's control.

3 TITLE

(a)Notwithstanding delivery of and the passing of risk in the Goods to the Customer until the price of the Goods comprised in the Contract shall have been paid in full:
(i)The title to and property in the goods shall remain vested in the Company.
(ii)The Company way at any time recover and re-sell the Goods (if in the Customer's possession) if any of the events specified in Condition 13 hereof shall occur and for this purpose the Company its employees or agents together with appropriate transport and plant shall be entitled at any time without prior notice to enter upon the Customer's premises where the Goods are situated.
(iii)The Customer shall store the Goods for the Company in a proper manner without charge to the Company and ensure that they are clearly identified as belonging to the Company. The Company shall without prejudice to sub-paragraph (ii) above be entitled to examine the Goods in storage at any time during normal business hours and upon giving the Customer reasonable notice thereof.
(iv)Nothing in this Condition shall entitle the Customer to return the goods and/or materials or to delay payment thereof.
(v)The rights and remedies conferred upon the Company by this Condition 3 are in addition to and shall not in any way prejudice limit or restrict any other rights or remedies of the Company under the Contract.
(vi) Until such time as the property in the Goods passes to the Customer the Customer shall be under a fiduciary duty to the Company to account to the Company for the proceeds of any sale or otherwise of the Goods.

4 SAMPLES

Notwithstanding that the Company may have supplied the Customer with a Sample of goods prior to the date of the Contract, no sale of Goods by the Company pursuant to any Contract shall be considered as a sale by sample.

5 SPECIAL GOODS

(a)The Company reserves the right to supply 10 percent more or less than the exact quantity of Special Goods ordered such overs and shortages to be charged for or deducted pro rata.

(b)The Company shall be entitled to reject any design or materials supplied or specified by the Customer which the Company in its judgement considers unsuitable. Additional costs incurred by the Company if such materials are judged to be unsuitable will be charged to the Customer

(c)The Company accepts no responsibility for the accuracy or suitability of patterns, designs, tools. drawings, particulars or specifications relating to Special Goods which shall be supplied by the Customer and the Company shall be entitled to accept the same as being without defect. The Company shall have no responsibility for the quality or fitness of Special Goods for any particular purpose whether or not such purpose is made known to the Company and the conditions implied by Section 13 to 15 inclusive of the Sale of Goods Act 1979 and by Sections 3 to S inclusive. 7 to 10 inclusive and 13 to 15 inclusive of the Supply of Goods and Services Act 1982 shall be excluded. The Customer undertakes to indemnify the Company and to keep the Company fully and effectually indemnified from and against all actions, proceedings, claims, costs, loss, damage or expense whatsoever whether arising in contract or in tort which the Company may suffer or incur as a result of any defect in the Special Goods whether due to quality, design, fitness for purpose or in any way whatsoever unless the same is due directly to the negligence of the Company, its servants or agents.

(d)The Customer represents and warrants to the Company that neither the Special Goods nor the manufacture thereof by the Company will infringe any patent, copyright, registered design or any other proprietary right of any third party and the Customer further undertakes to indemnify the Company and keep the Company fully and effectually indemnified from the and against all actions, proceedings, claims, costs. loss, damage or expense whatsoever in respect of any infringement by the Company of any patent, copyright, design, trademark or any other proprietary right which the Company may suffer or incur in connection with the execution and performance of the Contract and such indemnity shall extend to any amount paid by the Company (upon legal advice) in settlement of any claim out of Court.

6 DELIVERY AND RISK

(a)Though the Company will use all reasonable endeavours to comply with any date or dates for despatch or delivery of the Goods and for rendering or completion of Services (as the case may be) as stated in the Contract or communicated to the Customer, unless the Contract otherwise expressly provides, such date or dates shall constitute only statements of intention and shall not be binding and accordingly any failure by the Company to despatch the Goods or render or complete Services by such date or dates shall not be a breach of repudiation of the Contract and the Company shall not be liable for any loss or damage of whatsoever kind suffered by the Customer us a result of such failure.

(b)If no time for delivery is specified in the Contract, the Customer shall be bound to accept the Goods when the same are ready for delivery by the Company but the Company shall be under no obligation to deliver the same until the expiry of a reasonable time from the date of the Contract.

(c) When expedited delivery or completion is agreed to by the Company and it necessitates overtime or other additional costs the Customer shall reimburse the Company for the amount of such overtime payment and other costs.

(d) When the price of the Goods includes carriage within the UK delivery shall be deemed to occur when the Goods arrive at the Customer's place of business or at the destination specified in the delivery instructions. Where in accordance with the Contract the price of the Goods does not include carriage or if no place for delivery is specified or agreed delivery shall take place at the Company's works immediately prior to loading by the carrier for despatch to the Customer, and unless otherwise agreed in writing the Company shall on behalf of the Customer and at the Customer's expense arrange for the carriage of the Goods and the carrier selected by the Company shall be the agent of the Customer. Delivery to the carrier will by virtue of Section 32 of Sale of Goods Act 1979 constitute delivery to the Customer. Where the Customer is to collect the Goods from the Company's works delivery shall be deemed to occur 14 days from the date of notice from the Company that the Goods are ready for collection or upon collection, whichever is the earlier.

(e)It the Customer refuses to take delivery of the Goods the Company may charge for return transport. Any failure by the Customer to take delivery of the Goods or allow the Company to render or complete Services shall not relieve the Customer of his obligation to pay the Contract price in respect thereof.

(f) Where damage to or loss of the Goods occurs before the delivery thereof to the Customer the Company undertakes (subject as provided below) to replace or (at its discretion) to repair free of charge any Goods so damaged or lost. The foregoing undertaking of the Company is conditional upon:
(i)the customer giving written notice of such damage or loss with reasonable particulars thereof to the Company and to the carrier within three days of receipt of the Goods or in the case of total loss within ten days of receipt of the Company's invoice or the carrier's delivery advice or other notification; and (ii)the Customer allowing the Company facilities to inspect any damaged Goods and if requested by the Company, and at the Company's expense, returning any damaged Goods to the Company's works within five days of receipt of such request.

(g)Save as expressly provided in this Condition, the Company shall not have any liability whatsoever for or in connection with any damage to or loss of the Goods in transit to the contracted place of delivery.

(h)The risk in respect of all Goods shall pass to the Customer at the time of delivery.

(i)Goods are not sold by the Company to the Customer on any of the following reasons/basis and the Customer is not entitled to return Goods to the Company on any of the following reasons/basis: ‘sale or return’; discontinued stock’ or ‘stock cleansing’.

(j) Where the Goods are to be delivered in instalments, delivery of each instalment shall constitute a separate contract and failure by the Company to deliver any one or more instalments in accordance with these Conditions or any claim by the Customer in respect of any one or more instalments shall not entitle the Customer to treat the Contract as a whole as repudiated.

(k) If the Company fails to deliver the Goods (or any instalment) for any reason other than any cause beyond the Company’s reasonable control or the Customer’s fault, and if the Company is accordingly (and mutually agreed in writing prior to the commencement of the Contract) liable to the Customer, the Company’s liability shall be limited to the excess if any, of the price payable by the Customer (in the cheapest available market) for similar goods to replace those not delivered over the price of the Goods.

(l) If the Customer fails to take delivery of the Goods or fails to give the Company adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Customer’s reasonable control or by reason of the Company’s fault) then, without prejudice to any other right or remedy the Company may:
(a) store the Goods until actual delivery and charge the Customer for the reasonable cost of storage, including insurance;
(b) after the expiration of 3 months from the Delivery Date dispose of the Goods in such manner as the Company may determine.

7 PAYMENT

(a)Subject to any special terms agreed in writing between the Company and the Customer, the Company shall be entitled to invoice the Customer for the price of the Goods and/or Services on or at any time after delivery of the Goods or completion of the Services unless the goods are to be collected by the customer or the Customer wrongfully fails to take delivery of the Goods, in which event the Company shall be entitled to invoice the Customer for the price of the Goods at any time after the Company has notified the Customer that the Goods are ready for collection or as the case may be the Company has tendered delivery of the Goods.

(b)If the Contract provides for delivery by installments, each installment shall constitute a separate contract in respect of which invoices may be rendered. Payment in full shall be due in respect of each installment in accordance with the terms of clause 7(c).

(c)Time for payment shall be of the essence. The customer shall pay the price of The Goods and/or Services at the absolute latest by the due date stated on the Company's invoice. If the Customer fails to make payment by the due date the Company shall, without prejudice to any other right or remedy available to it be entitled to:
(i)Cancel the contract
(ii)Suspend delivery of any outstanding Goods or any further installments due under the Contract
(iii)Suspend completion of any outstanding orders/Services; and
(iv)Charge the customer interest on the amount unpaid at the rate of 3 per cent over the base rate from time to time of Barclays Bank plc until payment is made in full. (d)Unless otherwise agreed in writing the Customer shall not be entitled to set oft against any monies due to the Company under the Contract any amount claimed by or due to the customer from the company whether pursuant to the Contract or on any other account whatsoever.

8 STORAGE

In the event of the Customer:
(i) notifying the Company of its inability to accept delivery of any Goods, or
(ii)failing to give adequate delivery instructions when required to do so, or failing to collect Goods sold ex-works, or (iii)requesting postponement of delivery which is agreed to by the Company; the Goods will be stored at the sore risk and expense of the Customer as from the time of the relevant notification, failure or agreement and the Company shall make a reasonable charge for storage thereof provided that the Customer fails to accept delivery of the Goods or any part thereof within three months of written notification from the Company that the Goods are ready for collection or delivery the Company shall be entitled (without prejudice) to its other remedies under the Contract to sell or at its option destroy the Goods and to apply the proceeds of sale thereof if sold towards proceeds of all sums due to the Company under the Contract.

9 TRADEMARKS AND TRADENAMES

These Conditions or any sale by the Company of any Goods under any of the Company's or its affiliated companies trademarks or names (whether registered or not) shall not confer upon the Customer any right or licence to use or apply such trademark or tradename to any product manufactured or produced by or on behalf of the Customer from incorporating such Goods.

10 FORCE MAJEURE

The Company shall not be in any way liable for any loss, damage or delay occurring by reason of or in consequence of any Force Majeure or other matter or event beyond the Company's control including but not limited to labour trouble (whether or not involving employees of the Company) shortage of fuel, raw material and other supplies, civil commotion, governmental restrictions or regulations, fire and natural catastrophes. In such circumstances performance of the Contract shall by written notice be suspended and if such suspension continues for longer than 90 days either party shall have the option to terminate the Contract without liability for any loss caused to the other at such termination except that where Goods have been specially obtained for the Customer and in the Company's reasonable opinion there is no readily available market for them the Company shall be entitled to charge the Customer for the costs and expenses incurred in respect of those goods. The Customer shall pay at the Contract rate for all goods delivered and Services rendered up to and including the date of such suspension or termination.

11 COPYRIGHT

Artwork, Blocks and Rubbers will remain the property of the Company unless supplied free of change by the Customer or invoiced in full to the Customer.
The copyright in any design or layout produced by the Company agents acting on their behalf will remain the property of the Company.

12 SPECIFICATIONS

(a)Unless otherwise expressly stated, the Company does not guarantee that the illustrations weights and dimensions specified in the Company's catalogues and/or web site(s) or in any relevant drawings or documents supplied by the Company will in all cases be identical with the Goods or in their specifications that may be made from time to time. The Company will use reasonable endeavours to notify the Customer of any material alterations to any standard specifications relating to the Goods but the Company reserves the right to any time without notice to make alterations to the Goods.

(b)If the Company expressly guarantees the accuracy of any performance figures or statements then in the event of the Goods after commissioning (if appropriate) failing to achieve and to comply with the same the Company shall thereafter be entitled to a reasonable period and to reasonable facilities to enable it to bring the Goods up to the guaranteed standard of performance and the time for delivery (but without prejudice to Condition 6) of the Goods shall be extended for such reasonable period.

13 CUSTOMER'S DEFAULT

(a)The Company shall have the right forthwith to terminate the Contract or at its option to suspend further deliveries of Goods or the rendering or completion of Services hereunder upon the occurrence of any of the following:
(i)If the Customer commits or threatened to commit a breach of any of the Conditions contained herein or any other of its obligations to the Company.
(ii)If any debt due by the Customer to the Company is not paid on its due date for payment.
(iii)If any distress or execution is levied upon or is threatened to be levied upon the Customer's property or assets.
(iv)If the Customer makes or offers to make any arrangement or composition with its creditors or commits any act of bankruptcy or if any petition or receiving order in bankruptcy is presented or made against him.
(v)If the Customer is a limited liability company, it shall cease business or threaten to cease business or be unable to pay its debts within the meaning of Section 223 of the Companies Act 1948 (or any statutory notification or re-enactment thereof) or any resolution of petition to wind up its business (other than for the purpose of amalgamation or reconstruction previously approved by the Company in writing) is passed or presented. (vi)If a receiver of the Customer's undertaking property or assets or any part thereof is appointed or is likely to be appointed.

(b)Upon written notice of such termination or suspension being posted by the Company to the Customers last known address the Contract shall be deemed to have been terminated or suspended, without prejudice to any other claim or right that the Company may otherwise have against the Customer. Notwithstanding any such termination or suspension the Customer shall pay the Company at the Contract rate for all work done, materials used, Goods delivered and Services rendered up to and including the date of such termination or suspension.

(c) If this clause applies then, without prejudice to any other right or remedy available to the Company, the Company shall be entitled to cancel the Contract or suspend performance and/or any further deliveries under the Contract without any liability to the to the Customer, and if the Goods have been delivered, but not paid for, the price shall become immediately due and payable.

14 CONSTRUCTION & GENERAL

(a) The Customer shall not be entitled to assign the whole or any part of the Contract without prior written consent of the Company

(b) No waiver by the Company of any breach of the contract by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision.

(c) If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby, unless such provision goes to the root of the Contract.

(d) The Conditions constitute the entire agreement in relation to the subject matter and no modification or waiver thereof shall be valid unless made in writing expressly for the purpose and signed by an authorised officer of the Company and of the Customer provided that this Condition shall not exclude liability for fraud.

(e) The construction, validity and performance of any contract to which these Conditions are subject shall be governed by the Laws of England and:
(1) Subject to paragraph 14(e)(2) below, the Customer and the Company irrevocably agree that the English courts shall have exclusive jurisdiction in relation to any legal action or proceedings arising out of or in connection with these Conditions or contract or any other agreement ('Proceedings').
(2) The Customer and the Company agree that paragraph 14(e)(1) above operates for the benefit of the Company and accordingly the Company shall be entitled to take Proceedings in any other court or courts having jurisdiction."

(f) No variation of these Conditions or of the terms of any order accepted by the Company unless the same shall be in writing and signed by a Director of the Company.