Terms and Conditions of Sale

1. Contract
1.1 All quotations given, orders accepted and contacts entered into by C4 Carbides Ltd or
subsidiaries (“Company”) with any person (“Customer”) for supply of goods (“Goods”) and for
services (“Services”) are subject to these conditions of sale (“Conditions”). All other terms and
conditions whether expressly stipulated by the Customer or implied by trade custom, course of
dealing or otherwise are excluded, in so far as the law permits. No variation to these Conditions
will be effective unless agreed in writing by an authorised representative of the Company.
1.2 No quotation, estimate or proposal issued by the Company is an offer, which is capable of
acceptance by the Customer. Any order issued by the Customer shall be deemed placed subject
to these Conditions and shall constitute an offer which the Company may accept or reject. The
contract between the Company and the Customer (“Contract”) shall be formed at the time the
Company accepts the Customer’s order. The Company may accept the Customer’s order by
issuing an order acknowledgement or by other means, including commencing the supply of
Goods or performance of Services. No amendments to the Customer’s order shall be valid unless
agreed in writing by an authorised representative of the Company.
2. Specifications
2.1 The Customer shall be responsible to the Company for ensuring the accuracy of the terms of any
order, including any applicable specification submitted by the Customer, and for giving to the
Company any necessary information relating to the Goods and Services within a sufficient time to
enable the Company to perform the Contract in accordance with its terms.
2.2 The specification for the Goods and Services shall be that set out in the Customer’s order or as
otherwise agreed in writing by the Company.
2.3 Where the Goods are to be manufactured or any process is to be applied to the Goods by the
Company in accordance with any specification submitted by the Customer, the Customer shall
indemnify the Company against all loss, damages, costs, claims and expenses awarded against
or incurred by the Company in connection with or paid or agreed to be paid by the Company in
settlement of any claim for infringement of any patent, copyright, design right or other industrial or
intellectual property rights of any third party which results from the Company’s use of the
Customer’s specifications.
3. Customer materials
3.1 If for the purposes of performance of the Contract it is necessary for the Customer to provide to
the Company any materials belonging to the Customer, the Customer warrants that:
3.1.1 it has the rights necessary to provide such materials and to permit the Company to
use such materials in the performance of its obligations under the Contract.
3.1.2 such materials are of satisfactory quality and reasonably fit for their purpose.
3.1.3 the use by the Company of such materials will not result in the infringement of any
intellectual property rights of a third party.
and the Customer hereby indemnifies the Company against all loss, damages,
costs, claims and expenses awarded against or suffered by the Company as a
result of the Company’s use of such materials.
3.2 All work to be performed using such materials shall be entirely at the Customer’s own risk and
unless otherwise agreed in writing the Company accepts no liability, in contract in tort or
otherwise, for any damage to or loss of such materials while in the possession or control of the
Company.
3.3 Without prejudice to any other remedies available to it, the Company shall in respect of any sums
unpaid and due to it have a general lien over all property in the possession of the Company but
belonging to the Customer and shall be entitled, on the expiration of 14 days written notice to the
Customer, to dispose of such property in such manner as the Company thinks fit and to apply any
proceeds towards the redemption of such unpaid and due sums.
4. Price and Payment
4.1 Any prices quoted prevail over prices stated in the Company’s price list and unless withdrawn
remain valid for 30 days. The price of Goods and Services shall be the price quoted by the
Company or, in the absence of a valid quotation, the price stated in the Company’s price list
current at the date of acceptance under Clause 1.2
4.2 All prices for Goods shall exclude the following, which the Customer shall pay in addition:
4.2.1 any expenses incurred by the Company in performing the Contract including without limitation any
carriage, insurance and additional or exceptional packaging charges.
4.2.2 Value Added Tax and any other duties and impositions of whatever nature payable on the Goods.
4.3 Unless otherwise agreed in writing payment of invoices shall be made in full without any
deduction or set-off within 30 days of the invoice date.
4.4 Time for payment shall be of the essence and if payment is not made in full by the due date the
Company may without prejudice to any other remedy.
4.4.1 charge the Customer interest (running before and after judgement) on all overdue
sums at the rate of 3% above the annual base rate from time to time of Barclays Bank plc from
the date such sum became due to the Company until the Customer pays
such sum in full together with such interest; and/or 4.4.2 suspend or cancel further supply of
Goods or performance of Services whether under this or any other Contract.
4.5 If payments received from the Customer are not stated to refer to a particular invoice the
Company may appropriate such payments to any outstanding invoice.
5. Delivery
5.1 Delivery shall be ex-works unless otherwise agreed in writing by the Company.
5.2 If the Customer fails to take delivery of the Goods or to facilitate performance of the Services at
the time stated for delivery or performance (otherwise than due to any cause beyond the
Customer’s reasonable control) or fails to give the Company adequate delivery instructions or
access to the Customer’s premises so that the Company can deliver the Goods or perform the
Services, then in addition to any other right or remedy available to the Company, the Company
may:
5.2.1 store the Goods until actual delivery and charge the Customer for the reasonable
costs (including insurance) of storage; or
5.2.2 sell the Goods at the best price readily obtainable and (after deducting all
reasonable storage and selling expenses) charge the Customer for any shortfall
below the price under the Contract. and the Company shall not be liable for any
non-delivery of Goods or non-performance of
Services where such non-delivery or non-performance results from any failure,
default or noncooperation by the Customer.
5.3 Any dates or times for delivery of Goods and performance of the Services are approximate only.
The Company shall use reasonable endeavours to meet such dates or times but so long as it
uses such reasonable endeavours the Company shall not be liable to the Customer, in contract,
tort, negligence or otherwise for any loss or damage whatsoever resulting from any later delivery
or performance and time for delivery of Goods and performance of the Services shall not be of
the essence unless previously agreed by the Company in writing.
5.4 Where the Goods are delivered by installments, any breach by the Company in respect of any
one or more installments shall not entitle the Customer to terminate the Contract as a whole.
5.5 The Company reserves the right to supply and charge for up to 10% more or less of the quantity
ordered at which time the order will be deemed complete.
6. Risk and Title
6.1 Risk of damage to or loss of the Goods shall pass to the Customer when the Company delivers
the Goods to the Customer or to such other person as may be nominated by the Customer in
writing to the Company or, if the Customer collects the Goods from the Company or a third party
delivers them to the Customer, when the Goods are loaded onto transport at the Company’s
premises.
6.2 Notwithstanding the passing of the risk, the Company shall retain title to and ownership of the
Goods until it has received payment in full of all sums due for the Goods and any other Goods
previously or subsequently supplied by it to the Customer.
6.3 Until title in the Goods has passed to the Customer, the Customer shall be in possession of them,
as a bailee of the Goods for the Company and shall store the Goods, properly insured and
protected, separately from any Goods belonging to the Customer or any third party, and shall be
clearly marked and identifiable as being the Company’s property. The Company shall be entitled
to enter the Customer’s premises upon reasonable notice to verify the Customer’s compliance
with this clause.
6.4 If the Customer fails to make any payments to the Company when due, or the provisions of
clause 6.2 apply, then the Company will have the right without prejudice to any other remedies:
6.4.1 to enter, without prior notice, any premises where Goods owned by the Company
may be, and to repossess and dispose of any such Goods; and/or
6.4.2 to require the Customer not to resell or part with possession of any Goods owned
by the Company until the Customer has paid in full all sums due to the Company
under this or any other Contract.
6.5 The Customer shall not be entitled to pledge or in any way charge by way of security for any
indebtedness any of the Goods which remain the property of the Company and if the Customer
does so all monies owing by the Customer to the Company shall (without prejudice to any other
right or remedy of the Company) forthwith become due and payable.
7. Ownership of Tooling
All right in and title to any tooling or other materials of any kind produced or purchased by the
Company for the purposes of performing the Contract shall remain with the Company
notwithstanding any payment therefore by the Customer and the Customer shall not, unless
otherwise agreed, acquire any rights in or title to such tooling or other materials.
8. Warranty and Liability
8.1 It shall be the Customer’s responsibility to undertake quality assurance testing of all Goods
delivered to it under the Contract. The Company warrants that Goods manufactured by it will at
the time risk in them passes to the Customer be free from defects in materials and workmanship.
In the case of any breach of such warranty then the Company shall at its option as soon as
reasonably practicable take such steps as may be reasonably necessary to render such Goods in
accordance with such warranty or refund such sums as the Customer has paid to the Company in
respect of such Goods. The Company shall be under no liability under such warranty:
8.1.1 in respect of any defect in the Goods arising from any drawing, design or
specification supplied by the Customer
8.1.2 in respect of parts, materials or goods not manufactured by the Company in which
case the Customer shall only be entitled to the benefit of any warranty or
guarantee as is given by the manufacturer or supplier to the Company, to the
extent that the Company obtains a remedy under such warranty or guarantee
8.1.3 in respect of Goods, the total price of which has not been paid by the due date for
payment
8.1.4 where the breach of warranty is notified to the Company by the Customer later
than 14 days after delivery.
8.2 The Company warrants that it will carry out the Services with reasonable care and skill. If the
Company is shown to be in breach of this warranty in respect of particular Services it shall at its
option and cost either re-provide these Services or refund any sums already paid in respect of
those services.
8.3 The Company does not exclude or limit its liability in negligence for death or personal injury, or for
fraud or wilful default, or otherwise insofar as any exclusion or limitation of its liability is void,
prohibited or unenforceable by law.
8.4 Subject to Clauses 8.1, 8.2 and 8.3, all representations, warranties and conditions implied by
trade custom, course of dealing, statute, common law or otherwise are excluded to the fullest
extent permitted by law.
8.5 Subject to Clause 8.3, in no circumstances shall the Company be liable to the Customer, in
contract, tort, negligence or otherwise, for any incidental or consequential loss including, without
limitation, any loss of profit, business, revenue, goodwill or anticipated savings or for any special,
exemplary or consequential damages or other financial loss whatsoever arising out of or in
connection with the Contract or the supply of the Goods or Services or their use or resale (if
applicable) by the Customer.
8.6 In the event that notwithstanding the provisions of Clauses 5.2, 5.3, 8.1, 8.2, 8.3 and 8.4 in the
event that the Company is found liable for any loss suffered by the Customer arising in any way
out of or in connection with the Contract or the supply of any Goods or Services, that liability shall
in no event exceed the price paid for such Goods or Services.
9. Force Majeure
The Company shall not be deemed in breach of the Contract or otherwise liable to the Customer,
by reason of any delay in performance, or non-performance of its obligations under the Contract
to the extent that such delay or non-performance is caused by strikes, lock-outs or other industrial
actions or trade disputes (whether involving employees of the Company or of a third party);
difficulties in obtaining raw materials, labour, fuel, parts or machinery: power failure or breakdown
in machinery; or any other event or circumstance beyond the Company’s reasonable control.
10. Intellectual Property
Nothing in these Conditions shall operate to grant to the Customer any right or title to or interest
in any patents, discoveries, inventions, trade marks or business names, designs, copyright,
confidential information, know-how or any other intellectual property rights belonging to the
Company.
11. Termination
The Company may at any time by notice in writing to the Customer terminate the Contract with
effect from the date of service of such notice if:
11.1 the Customer commits a material breach of the Contract and fails to remedy such breach within
14 days after the Company has given written notice to the Customer identifying the breach and
requiring it to be remedied; or
11.2 the Customer is unable to pay its debts as they fall due or if any petition is presented for the
appointment of any administrator or receiver or trustee in bankruptcy in respect of the Customer
or any part of its undertaking or assets or an administrative receiver is appointed in respect of any
of the Customers undertaking or assets or if the Customer makes or attempts to make any
arrangement with or for the benefit of its creditors or if the Customer ceases or threatens to cease
to carry on business.
12. Miscellaneous
12.1 Orders, order acknowledgments and revised orders sent by fax or Email are binding on the
Company and the Customer. The expression “in writing” and “written” include fax transmission.
12.2 The Contract is personal to the Customer and the Customer may not assign or delegate the
whole or any part of the benefit or burden of the Contract. The Company shall be entitled to subcontract
any or all of its obligations under the Contract and to assign the Contract.
12.3 If the whole or any part of any provision of the Contract is determined to be invalid or
unenforceable then such provision or part thereof shall be severed from the body of the Contract
which shall continue to be valid and enforceable to the fullest extent permitted by law.
12.4 Any failure or neglect by the Company to enforce at any time any provision of the Contract shall
not be construed nor deemed to be a waiver of any of the Company’s rights under the Contract.
12.5 The Contract shall be governed and construed in accordance with English law and the parties
hereby submit to the exclusive jurisdiction of the English