1. GENERAL

(a) In these conditions.

(i) ‘Seller’ means PEAK TRAILERS LIMITED

(ii) ‘Goods’ means the goods or services delivered to the Buyer

(iii) The Buyer’ means the purchaser of the goods

(b) This Contract contains the entire bargain between the Seller and the Buyer, and in the case of any inconsistency between these Terms and Conditions and the Terms and Conditions of any other Contract documents sent by the Buyer to the Seller (whatever their respective dates) in respect of the goods these Terms and Conditions shall prevail.

(c) Any descriptions or illustrations in the Seller’s catalogues (if any) Price Lists and other advertising materials are intended merely to present a general idea of the goods and shall not form re presentations or part of the Contract.

(d) Any concession or waiver made by the Seller at any time shall not prejudice the exercise of its rights hereunder.

(e) The Buyer is deemed to have satisfied himself that the goods are suitable to the purpose and capable of performing the function and use to which it is intended to put them.

(f) No waiver, alterations or modifications of these Terms and Conditions shall be valid unless made in writing, signed by the duly authorised representative of the party, against whom the same shall be sought to be enforced.

(g) The Seller reserves the right to correct any clerical errors made by its employees at any time.

(h) Each of the clause of these general Terms and Conditions of Sale and every part thereof shall be separate and severable to the intent that if one clause or pact thereof shall be unenforceable the other clauses and the other parts of the clause respectively shall be effective.

(g) The exclusions and limitations contained in these general Terms and Conditions of Sale only apply so far as permitted by ‘The Supply of Goods (Implied Terms) Act 1973’, ‘The Consumer Credit Act (974’, and The Unfair Contract Terms Act 1977’ or any other statute or amendment thereof or Order thereunder

2. PRICE VARIATION

The price of the goods is based on the current price of materials, labour and other prime costs to the Seller, and if the same shall increase after the date of the Order the Seller shall be entitled to increase the price of the goods by a fair proportion to reflect the increased cost.

3. PAYMENT TERMS

Payment terms Net unless otherwise stated.

4. DELIVERY

Unless otherwise expressly agreed in writing the goods shall be delivered to the delivery address in the U.K. notified by the Buyer who shall be ready to collect them at such place when notified by the Seller, and any additional expense caused to the Seller by the Buyer due to the Buyer not being ready or not providing suitable collection facilities or any other cause shall forthwith be reimbursed to the Seller.

5. DELIVERY DATE

The Seller shall use its best endeavours to meet any delivery date but any date named by the Seller for delivery is given and intended as an estimate only and is not to be of the essence of the Contract. The

Buyer shall nevertheless be bound to accept the goods when available. The Seller shall not be liable in any way in respect of late delivery howsoever caused nor shall such failure be deemed to be a Breach of Contract.

6. QUANTITY VARIATIONS

Where delivery of the goods is to be effected by two or more installments and the quantities or specifications to be comprised in each installment are not specified in the Contract, the Seller will be entitled to supply each installment of the goods in such quantities and specifications as the Seller in its absolute discretion thinks fit.

7. FORCE MAJEURE

If events beyond the Seller’s reasonable control prevent the Seller from performing its obligations hereunder the Seller may without liability cancel this Contract.

8. LIMITATIONS OF LIABILITY

(a) The Seller warrants that the goods correspond with description and sample (if any), are of merchantable quality and where a particular purpose has been expressed in writing then the goods are fit for such purpose.

(b) Any claim for breach of the above Warranty must be made in writing within seven days of receipt of the goods.

(c) It is the responsibility of the Buyer to inspect and test the goods and each and every part thereof before use to see that they are in order.

(d) Insofar as the Seller is liable for any costs claim or demand whatsoever of the Buyer, the liability of the Seller shall be limited to (at the discretion of the Seller):

(i) either replacing the defective goods or

(ii) making good the defect or

(iii) allowing a full credit for the cost of the defective goods or work done on them by the Seller, provided that the goods have been returned to the Seller’s premises for examination at the expense of the Buyer

(e) Save as above, the Seller shall not be liable in any way whatsoever (including consequential loss) for any misrepresentation or breach of Warranty or condition either expressed or implied whether by statute or otherwise in any way relating to the goods. This limitation of liability is because the Seller has no control over the application of the goods nor the environment in which they are used. The Buyer is at liberty to negotiate with the Seller on any particular order (but in writing prior to thereto) for an amendment to this condition so that the limit of liability shall not apply or shall be amended. The Seller shall in its sole discretion decide whether or not such amendment or deletion shall apply, but will normally enquire whether insurance cover can be obtained, the cost of which will be payable by the Buyer.

9. WARRANTY

The seller guarantees a warranty period of twelve months following the date of invoice. In the event of pacts being claimed under warranty, the Seller will either replace or give credit for, providing that:

1. The Purchaser notifies the Seller in writing of the claim within 7 days giving full details of the alleged defect.

2. The goods have been returned to the Seller for inspection and testing and the claim has been proved justified.

3. The goods were not tampered with.

4. The goods were installed properly in accordance with the installation operating and maintenance instructions of the Seller

5. The purchase price for the goods has been paid for by the due date.

If such notice has not be en received within 7 days after the expiry of the warranty then the Purchaser lost any right of claiming under warranty. A complete warranty procedure is available from the Seller upon request.

1O. TIME FOR NOTIFYING SHORT DELIVERY

The Seller shall not be liable in any way whatsoever for short delivery of goods unless a claim is notified to the Seller within 3 days of delivery

11. OVERDUE PAYMENT AND CANCELLATIONS

(a) If any payment is overdue or if the Buyer shall have failed to take delivery of the goods, then the Seller:

(i) shall be entitled to charge interest at a rate equal to 6% above the Base Lending Rate of Barclays Bank Limited from time to time on all overdue payments or

(ii) the Seller shall be entitled to suspend or cancel further deliveries or other services under this and any other Contract between the parties hereto

(b) For the purpose of this condition time of payment shall be of the essence of the Contract.

(c) The Buyer shall not be entitled to withhold or set off payment for any reason whatsoever.

12. PASSING OF RISK

The risk in the goods shall pass to the Buyer when the Seller delivers the goods at the time and place the Buyer or its Agent or other person to whom the Seller has been authorised by the Buyer to deliver the goods shall be ready to receive them, and the Seller shall have no responsibility in respect of the safety of the goods thereafter.

13. PASSING OF TITLE

(a) The ownership of the goods shall remain with the Seller which reserves the right to dispose of the goods until payment in full for all the goods has been received by it in accordance with the Terms of this Contract. If such payment is overdue in whole or in part or the Buyer commits any act of bankruptcy or if any resolution of Petition to wind-up the Buyer’s business shall be passed (other than for the purposes of amalgamation. or reconstruction) or if a Receiver of the Buyer’s undertakings is appointed, the Seller may (without prejudice to any of its other rights) recover or re-sell the goods and may enter upon the Buyer’s premises by its servants or agents for that purpose.

(b) Until the Seller is paid in full for all the goods the relationship of the Buyer to the Seller shall be fiduciary in respect of the goods or other goods in which they are incorporated or used and if the some are sold by the Buyer the Seller shall hove the right to trace the proceeds thereof in accordance with the principles in ‘In re Hallett’s Estate’. A like right for the Seller shall apply where the Buyer uses the products in any way so as to be entitled to payment from a third party.

14. COPYRIGHT etc. INFRINGEMENT

The Buyer shall be solely responsible for the consequences of any Potent, Trademark, Design, Copyright or other infringement of commercial rights resulting from the Buyer’s specification (if any), design (if any) or use of the goods and the Buyer shall fully indemnify the Seller in respect of all coats, charges and expenses incurred by the Seller so a result of such infringement or alleged infringement.

15. SEPARABILITY

Each delivery of goods under this Contract shall be deemed to constitute a separate Contract to which the Terms and Conditions hereof shall apply. Provided that these conditions shall be subject to and shall in no way affect the Seller’s rights under clauses 10 above and 15 below to suspend or terminate the whole Contract in the circumstances there mentioned.

16. BREACH

If the Buyer:

(a) Makes default in or commits any breach of its obligations to the Seller hereunder or

(b) Is involved in any legal proceedings in which its solvency is involved or

(c) (Being a Company) commences liquidation or

(d) Ceases or threatens to cease to trade or if serious doubt arises as to the Buyer’s solvency then in such case the Seller shall immediately become entitled (without prejudice to its other claims and rights under this Contract) to suspend further performance of this Contract for such time not exceeding six months as it shall in (15 absolute discretion think fit or (whether or not notice of ouch suspension shall have been given) to treat the Contract as wholly repudiated by the Buyer and forthwith to terminate the contract. The Seller will notify the Buyer of the exercise of its option to suspend or terminate this Contract within a reasonable time of its becoming aware of the fact or default on the Buyer’s part giving rise to the Seller’s rights under this condition.

17. ARBITRATION

If at any time any dispute shall arise between the Buyer and the Seller in connection with this Contract the Seller may give notice in writing of the existence of ouch dispute to the Buyer and require the same to be referred to the arbitration of a person mutually agreed upon or failing agreement to some other person appointed by the President for the time being of the Law Society. The submission shall be deemed to be a submission to arbitration within the meaning of ‘The Arbitration Act 1979’ or any statutory modification or re-enactment thereof.

18. JURISDICTION

This Contract shall be interpreted according to the Law of England and the Buyer hereby accepts the jurisdiction of such Courts, whether in England or elsewhere, as the Seller may nominate for the purpose of trying any action arising out of this Contract.