Terms and Conditions of Business

TERMS AND CONDITIONS OF BUSINESS

OF

LINES & JONES LTD

1 DEFINITIONS

The following expressions shall have the following meanings:

1.1           “the company” [Lines & Jones Ltd. Unit 1 Freightway, White Lund Industrial Estate, Morecambe, Lancashire, LA3 3PB - Company Registered in London No: 433081]

1.2           “Client” means any person who purchases Goods and Services from the Company.

1.3           “Quotation” means a booking document, application form, quotation or other written instruction describing the Goods supplied and/or Services provided.

1.4           “Services” means the Company’s services as described in the Quotation.

1.5           “Goods” means the goods supplied by the Company as described in the Quotation.

1.6           “Terms and Conditions” means the terms and conditions of supply of Goods and Services as set out in this document and any subsequent terms and conditions agreed in writing by the Company.

1.7           “Agreement” means the contract between the Company and the Client for the provision of the Goods and Services incorporating these Terms and Conditions.

2 GENERAL

2.1           These terms and Conditions shall apply to the Agreement for the supply of Goods and services by the Company to the Client and shall supersede any other documentation or communication between parties (including any terms and conditions which the Client purports to apply).

2.2           Any variation to these Terms and Conditions must be agreed in writing by a director of the Company.

2.3           Nothing in these Terms and Conditions shall prejudice and condition or warranty, express or implied, or any legal remedy to which the Company may be entitled in relation to the Goods and Services, by virtue of any statute, law or regulation.

2.4           These Terms and Conditions shall be governed by and construed in accordance with the law of England and Wales and the parties hereby submit to the exclusive jurisdiction of the English or Welsh courts.

2.5           Both parties warrant their authority to enter into this Agreement and have obtained all necessary approvals to do so.

2.6           These Terms and Conditions supersede any previous agreements, arrangements, documents or other undertakings either written or oral.

2.7           Nothing in these Terms and Conditions intend to or confer any rights on a third party.

2.8           Any notice to be given by either party to the other may be served by email, fax, personal service or by post to the address of the other party given in the Quotation or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved be deemed to be received on the day it was sent, if sent by fax shall be deemed to be served on receipt of an error free transmission report, if given by letter shall be deemed to have been served at the time at which the letter was delivered personally or if sent by post shall be deemed to have been delivered in the ordinary course of post.

2.9           The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions.

2.10        If any term or provision of these Terms and Conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Terms and Conditions had been agreed with the invalid, illegal or unenforceable provision eliminated.

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3 QUOTATION

3.1           The Quotation shall remain valid for acceptance for a period of 30 days.

3.2           The Quotation must be accepted by the client in its entirety.

4 GOODS AND SERVICES

4.1           The Goods and Services are as described in the Quotation.

4.2           Any variation to the supply of Goods and Services must be agreed by the Company in writing.

4.3           Dates given for the commencement of the supply of Goods and Services are estimates only and are not guaranteed.  Time for commencement shall not be of the essence of the Agreement and the Company shall not be held liable for any loss, costs, damages, charges or expenses caused directly or indirectly by any delay in the supply of Goods and Services.

5 PRICE AND PAYMENT

5.1           The price for Services is as specified in the Quotation and is exclusive of VAT and any other charges   as outlined in that document. Prices exclude ALL delivery costs.

5.2           The Client must settle all payments for Goods and Services within 30 days from the invoice date.

5.3           The Client will pay interest on all late payments at a rate of 8% per annum above the base-lending rate of HSBC Bank plc.

5.4           The Company is also entitled to recover all reasonable expenses incurred in obtaining payment from the Client where any payment due to the Company is late.

5.5           The Client is not entitled to withhold any monies due to the Company.

5.6           The Company is entitled to vary the price to take account of any additional Goods and/or Services requested by the Client, which were not included in the original Quotation.

6 CLIENT OBLIGATIONS

The Client agrees to cooperate with the Company as may be required.

7 COMPANY’S OBLIGATIONS

7.1           The Company shall supply the Goods and Services as specified in the Quotation.

7.2           The Company shall supply and perform the Goods and Services with reasonable skill and care to a reasonable standard and in accordance with statutory obligations.

8 TERMINATION

8.1           The Agreement shall continue until the Goods and Services have been provided as per the Agreement or any subsequent date as mutually agreed by both parties or until terminated by either party in accordance with these Terms & Conditions.

8.2           The Company may terminate the Agreement if the Client has failed to make over any payment due within one week of the sum being requested.

8.3           The Company may terminate the Agreement by notice in writing to the other if:

8.3.1     the Client commits a material breach of these Terms and Conditions and, in the case of a breach capable of being remedied, fails to remedy it within a reasonable time of being given written notice from the other party to do so: or

8.3.2     the Client commits a material breach of these Terms and Conditions which cannot be remedied under any circumstances: or

8.3.3     the Client is declared bankrupt.

8.4        In the event of termination the Client must make over to the Company any payment for work done and expenses incurred up to the date of termination.

8.5        Any rights to terminate the Agreement shall be without prejudice to any other accrued rights and liabilities of the Company arising in any way out of the Agreement as at the date of termination.

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9 RISK/TITLE

9.1           The Goods are at the risk of the Client from the time of delivery.

9.2           Ownership of the Goods shall not pass to the Client until the Company has received in full all sums due to it in respect of the Goods and Services supplied.

9.3           Until ownership of the Goods passes to the Client, the relationship between the Company and the Client will be that of bailor and bailee, and the Client will hold the Goods so that they are easily identifiably as the Company’s property.

9.4           If the Client fails to pay in full all sums due to the Company then the Company may repossess the Goods and may require the Client to deliver up the goods.  If the Client fails to do so, the Company may enter any premises of the Client to repossess it.

9.5           Although ownership of the Goods may not have passed to the Client, the Company may sue for the price of the Goods.

10 COMPLAINTS

10.1        If the Goods and/or Services supplied are damaged, defective or incorrect in quantity or specification the Company shall have no liability to the Client unless the Client notifies the Company in writing of the problem within one week of the completion of the Agreement.

10.2        If a complaint is not made by the Client to the Company, as provided in this condition, or if the Goods and/or Services are resold after the complaint is made without written clearance by the Company, then in such event the Client acknowledges that all rights of complaint shall have been waived and the Goods and/or Services shall be deemed to be in all respects in accordance with the Contract and the Client shall be bound to pay for the same accordingly.

11 LIMITATION OF LIABILITY

Nothing in these Terms and Conditions shall exclude or limit the liability of the Company for death or personal injury, however the Company shall not be liable for any direct loss or damage suffered by the Client or any third party howsoever caused, as a result of any negligence, breach of contract or otherwise.

12 INDEMNITY

The Client shall indemnify the Company against all claims, costs and expenses, which the Agent may incur and which arise directly or indirectly from the Client’s breach of any of its obligations under these Terms and Conditions.

13 FORCE MAJEURE

The Company shall not be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and the party shall be entitled to a reasonable extension of its obligations.