Contract Energy Management Limited Conditions of Sale

CEM UK Terms and Conditions of Sale.

1. GENERAL- All quotations acceptances and orders submitted by or to, and all contracts made with Contract Energy Management Ltd. (hereinafter referred to as 'CEM' ) shall upon and subject to the following terms and conditions save in so far as specifically amended or added to by CEM in writing upon or annexed to a copy hereof.

2. VALIDITY- Unless previously withdrawn CEM's Tender is open for acceptance for this period stated therein or, when no period is so stated within thirty days only after its date. All Contracts under a maintenance programme will be subject to a minimum of a 6 month termination clause which must be given no less than 6 months prior to the expiry of the contract termination date unless a longer period is stated in the contract. All contracts transfer in tort to the new agent or representative of the property or properties of which this contract relates to.

3. PRICE- Prices quoted are based upon costs prevailing at the date of the Tender and CEM reserves the right to vary this price at any time by the amount of any increase or decrease in the cost of labour, materials and transport arising after that date. All prices are ex-works unless otherwise stated.

4. ACCEPTANCE- The acceptance of CEM's Tender must be accompanied by sufficient information to enable CEM to proceed with the order forthwith otherwise CEM is to be at liberty to amend the tender prices to cover any increase in cost which has taken place after acceptance.

5. PAYMENT- Unless expressly agreed to the contrary all accounts shall be paid nett 30 days from the date of invoice. All cheques and money orders should be made payable to Contract Energy Management Ltd. CEM reserves the right to charge interest at 4% above Bank rate for the period that accounts are overdue for payment, in the event of the amount being passed to CEM's agents for collection the charges incurred will be added. So long as any payment under this contract is overdue CEM reserves the right to withhold or suspend performance of any contractual obligation. The equipment shall remain the property of the Company until the Purchaser shall have paid the full amount of the purchase price.

6. DELIVERY- Any times quoted for despatch or delivery are to date from receipt by CEM of a written order to proceed and all necessary information and drawings to enable CEM to put the work in hand. The time for despatch or delivery shall be extended by a reasonable period if caused by lack of instructions/information from the Buyer or by industrial dispute or by any cause beyond CEM's reasonable control.

7. DRAWINGS- All descriptive and forwarding specifications drawings and particulars of weights and dimensions submitted with CEM's Tender are approximate only, and the descriptions and illustrations contained in CEM's catalogues, price lists and other advertising matter are intended merely to present a general idea of the goods described therein, and none of these shall form part of the contract, and any statement or representation made on behalf of CEM is excluded to the extent authorised by Misrepresentations Act 1967.

8. FORCE MAJURE- If CEM shall be directly or indirectly prevented from or delayed in performing the contract by strikes, lock-outs, riots, military or usurped power, war blockage, fire, ice, government action or any other course not within CEM's control, then either the time for delivery shall be extended for a period equivalent to the duration of the prevention of the delay or CEM may at its option, at a time before the time stated in the contract for delivery ( or if no time is stated, before the cessation of the delaying or preventing cause ), determine the contract complete.

9. STORAGE- If CEM does not receive forwarding instructions sufficient to enable him to despatch the goods within 14 days after the date of notification that they are ready for despatch, The Buyer shall take delivery or arrange for storage. If the Buyer does not take delivery or arrange for storage, CEM shall be entitled to arrange storage either at his own works or elsewhere on behalf of The Buyer and all charges for storage insurance or demurrage shall be payable by The Buyer.

10. EXCLUSION OF LIABILITY - Any warranties given by CEM in these Conditions of Sale are in lieu of all warranties or conditions express or implied by Common Law or statute and CEM shall not be liable to The Buyer for any consequential damage or loss of whatsoever nature resulting from defects in material or workmanship ( except as herein provided ) or from any other breach of this contract by CEM whatsoever, with the exception of damage or loss caused through death or personal injury resulting from negligence of CEM in the manufacture supply or repair of the goods.

11. GOODS NOT OF CEM'S MANUFACTURE - In respect of goods not of CEM's manufacture CEM will give The Buyer a guarantee equivalent to the guarantee (if any) which CEM may have received from the Supplier of such goods in respect thereof, but not so as to impose in CEM in respect of such goods, a liability greater than those contained in these Conditions of Sale.

12. REPAIR WORK- Quotations for repair work are made on the basis of a preliminary examination of the goods to be repaired. To ensure a satisfactory repair, it is frequently necessary to replace parts which, on first inspection, appear to be re-usable and/or to carry out additional work to that originally quoted for. CEM therefore reserves the right to invoice repair work on the basis of ascertained costs. If, following the receipt of a quotation for repair of goods, The Buyer decides not to proceed, CEM reserves the right to charge for dismantling and inspection. If within twenty-one days from receipt of a quotation for the repair of goods, The Buyer does not give any instructions, CEM will not thereafter accept any liability for loss of or damage to any of The Buyer's property remaining in its hands. All care is taken when working on customers premises, CEM will not be held responsible for any accidental damage caused to the customers property, including fittings, replacing of flooring, carpets and decorations.

13. LOSS OF PROFITS- CEM shall not be liable in any event for loss of profits, revenue, interest, loss by reason of shutdown or non-operation, increased expense of operation of the equipment, loss of power system cost of purchased or replacement power, or claims of Buyer, or Buyer's customers or consequential damages arising out of this contract, or any breach thereof, of any defect in, or failure, or malfunction of the apparatus furnished.

14. PATENTS- In the event of any claim being made or action being brought against The Buyer in respect of infringement of patents by the manufacture, supply or sale by CEM or goods supplied to The Buyer being goods manufactured according to designs and specifications of CEM, The Buyer shall notify CEM immediately of any such claim being made or action being brought and CEM shall be at liberty with the assistance of The Buyer if required but at CEM's expense to conduct all negotiations for the settlement of the same or any litigation that may arise therefrom. The Buyer shall indemnify CEM against all costs, claims, expenses, damages, charges or liability whatsoever in respect of or arising from any claim for infringement of any patent trademark or registered design relating to any product supplied to the design of The Buyer or following the instructions of The Buyer.

15. INTENTION TO CONFORM TO LAW- CEM and The Buyer hereby agree that it is the intention of neither party to violate any public policy, statutory or Common Law, that if any sentence, paragraph, clause or combination is in violation of any National or European Economic Community Law the same shall not be of effect but shall be divisible from the remainder of this Contract which shall remain binding on the parties.

16. ARBITRATION- If at any time any question, dispute or difference whatsoever shall arise between The Buyer and CEM upon, in relation to or in connection with the contract, either of them may give to the other notice in writing of the existence of such question, dispute or difference and the same shall be referred to the arbitration of a person to the mutually agreed upon, or failing agreement within 14 days of receipt of such notice, of some person appointed by the London Chamber of Commerce. The submission shall be deemed to be a submission to the Arbitration Act 1950, or any statutory modification or re-enactment thereof.

17. EXCLUSIONS- It is assumed that uninterrupted access will be given during the duration of the works. Isolation valves will be presumed to shut down the system and that no further means of isolation will be required. All works are costed to take place during normal working hours, unless specified otherwise. All builders works unless specifically stated are excluded from our costings. We will not be held responsible after works have been completed for problems arising from other areas not forming part or parts thereof of the original scope of works. Unless otherwise stated, all existing system commissioning is excluded . We will not be held responsible for deviations to programme due to non performance by specified sub/contractors and suppliers. All power, water, toilet and washing facilities are to be made available free of charge to CEM for the duration of the works by the Buyer. The Contracts (Rights of Third Parties) Act 1999 shall not apply to this agreement.

18. LEGAL CONSTRUCTION- Unless otherwise agreed in writing the contract shall in all aspects be construed and operate as an English contract and in conformity with English Law