Terms & Conditions

1) ORDER ACCEPTANCE

1.1 No order for the Seller's goods (whether pursuant to a quotation by the Seller or otherwise) is binding on the Seller until acknowledged in writing by the Seller.

1.2 Each order is subject to these conditions of sale to which the Buyer shall be deemed to assent.

2) PRICES

2.1 Prices quoted are current and are firm for acceptance within 30 days of date and quotation.

3) PAYMENT TERMS

3.1 Unless otherwise agreed in writing by the Seller or stated in the quotation or in its acceptance of order, the net invoice amount of the price shall become due for payment by the Buyer in full within thirty days of date of invoice, subject to credit approval.

3.2 The Seller reserves the right at any time to demand full or partial payment before proceeding or proceeding further with any order.

3.3 If the Buyer defaults in payment, the Seller may without prejudice to its other rights, delay delivery or cancel the contract and also cancel other orders received from the Buyer and charge interest rate on any overdue payment at the rate of 2% per month.

4) DELIVERY OF GOODS

4.1 Times of delivery are estimated (as stated on the order acknowledgement) and will be closely observed on an ex works packed basis, as far as possible.

If for any reason, the Seller anticipates any change to the stated delivery time, then the Seller will notify the Buyer immediately. Any such change in the stated delivery time will not constitute any claim against the Seller.

4.2) In the case of C.I.F. or F.D.C. delivery, then the seller shall give an estimated delivery time and can accept no liability on their behalf of delays incurred by freight forwarding companies.

4.3) The buyer shall supply the Seller with Details necessary to allow the Seller to make delivery and shall accept delivery whenever the Seller proffers delivery.

4.4) Damage in Transit. The Buyer shall notify the seller within 7 days of receipt of goods of any damage to Calcarb product incurred during transit. Any visible external damage to packing must be notified to carriers on receipt of goods, and Calcarb within 48 hours. Failure to comply will result in any claims for compensation being declared null and void.

5) WARRANTY

5.1) Calcarb Ltd., warrants that:-

a) The Products will be free from defects in materials and workmanship.

b) The Products will conform to all specifications agreed in writing by Calcarb Ltd., and samples supplied by Calcarb Ltd.

c) The Products will conform to drawings provided by the Buyer

Products are warranted for 12 months shelf life conditional upon storage being in a warehouse, in a dry and controlled atmosphere conditions. It is recognised that Calcarb Ltd., has no control over operator practice and Calcarb CBCF (Carbon Bonded Carbon Fibre) is a consumable product.

5.2) On delivery to the Buyer, Buyer shall inspect all shipments to ensure that the correct products and quantities have been supplied, and to determine if the products have incurred any shipping/transport damage. Buyer shall promptly notify Calcarb Ltd., in writing of any defects that are detected. If the Buyer fails to notify Calcarb Ltd., of defects or shortages within 7 days of delivery, the correct quantity of goods will be deemed to have been delivered in an undamaged state and consequently the Buyer shall have no claim.

5.3) The warranty in the first paragraph above does not cover any defect arising from ordinary wear and tear, accident, misuse or neglect or any other cause whatsoever beyond Calcarb Ltd's., control. No responsibility is accepted by Calcarb Ltd., for the failure of the products caused by any corrosive abrasive, solvent element or any attack from the material being processed, unless it shall have been previously agreed and confirmed in the order acceptance.

5.4) Calcarb Ltd., does not offer guarantees on performance of its material in service or accept liability for any consequential damages. It is understood and agreed that Calcarb Ltd's., liability whether in contract, in tort, under any warranty, negligence or otherwise shall not exceed the cost of repair or replacement, F.O.B. shipping points of defective material. Under no circumstances shall the Seller be liable for any economic loss of profit (direct or indirect), or any special, indirect, incidental consequential damages or loss of profit (direct or indirect), or any special, indirect, incidental or consequential damages or loss, or production losses howsoever caused, or any liability to any third party. The price stated for the material is consideration in limiting Calcarb Ltd's., liability. No action, regardless of form, rising out of the transactions of this agreement may be brought by Buyer more than (1) year after the cause of actions has accrued.

6) PATENT INDEMNITY

In the event of a claim against the Purchaser which charges that the material purchased from Calcarb Ltd., infringes any patents subsisting when the material was shipped, Calcarb Ltd., shall at its sole option, procure for the Purchaser the right to use the Material; or replace the material with non-infringing material; or modify the material to be non-infringing; or remove the material and refund the purchase price, or defend, at its own expense, all suits instituted against the Purchaser insofar as same are based upon any claim that the Purchaser's use of the material is an infringement of any patent under the proviso that:-

6.1) Calcarb Ltd., be notified, in writing, by Purchaser promptly upon assertion of claim.

6.2) Calcarb Ltd., is given authority by Purchaser to assume full and exclusive control of the defence and settlement of the claim or suit

6.3) Purchaser provides all information and assistance to Calcarb Ltd., at Purchaser's expense, as is reasonably necessary for the defence of the claim or suit. Calcarb Ltd., may at its option, intervene in any suit or action brought against the Purchaser on such claim.

THE FOREGOING STATES CALCARB LTD'S., ENTIRE LIABILITY FOR CLAIMS OR PATENT INFRINGEMENT:-

6.4) Calcarb Ltd., shall have no liability whatsoever if the claim or infringement arises out of compliance with Purchaser's specifications.

6.5) Calcarb Ltd., shall have no liability whatsoever if the claim of infringement arises out of Calcarb Ltd's., compliance with Purchaser's specifications.

6.6) Calcarb Ltd., shall have no liability whatsoever if a claim of infringement is based upon the Purchaser's use of the material as part of a patented combination where the other elements of the combination are not supplied by Calcarb Ltd., or in the practice of a patented process.

7) FORCE MAJEURE

For the purposes of this Agreement and its execution "Force Majeure" shall be if any party is prevented from carrying out all or any of the herein contained provisions of this Agreement as a result of Strike, lock out, fire, explosions, riots, wars, accidents, Acts of God, embargoes, legislation, import and export controls, international restrictions or any other likely cause or contingency beyond the reasonable control of that party and preventing, restricting or interfering with raw processing, transportation, delivery or receipt of any contracted material or raw material and the party so affected shall, upon notification and written notice to the party, be excused from making or taking deliveries to the extent of such provision, restriction or interference.

8) APPLICATION OF LAW

The construction validity and performance of this contract shall be governed by the law of Scotland. In the event of any conflict between the terms and conditions as printed herein and any translation thereof (whether such translation was prepared by or on behalf of the Buyer or Seller) then the Scottish version shall prevail.

November 2008