Terms & Conditions

FANS & BLOWERS LTD – CONDITIONS OF BUSINESS

1 DEFINITIONS, INTERPRETATION, NOTICES AND NOTIFICATION

1.1 In these Conditions:

1.1.1 “F&B” means FANS & BLOWERS LIMITED (Company Number 5071200) whose registered
office is at MDP, The Counting House, 61 Charlotte Street, St. Paul’s Square Birmingham,
England, B3 1PX and includes its successors and assigns;
1.1.2 “Conditions” means the standard terms and conditions of trading set out in this document
and includes any special terms and conditions agreed in writing by a Director of F&B;
1.1.3 “Contract” means any contract for the sale of goods or the supply of services by F&B to a
Customer;
1.1.4 “First Customer” means a Customer with whom F&B has never made a Contract for the
supply of goods or services or with whom F&B’s last Contract was performed in accordance
with its terms more than one year before the date of such Customer’s order;
1.1.5 “Defect” means a defect in the goods within the terms of 10.2;
1.1.6 “Highbridge” means F&B’s premises at Walrow Industrial Estate, Highbridge, Somerset,
England TA9 4AG;
1.1.7 “Large Value Contract” means a Contract or (where F&B so elects) any two or more
Contracts whenever made or to be made where the aggregate of the Price or Prices and all
other sums payable thereunder exceeds £10,000 or such other sum as F&B may from time
to time determine;
1.1.8 “Loan Goods” means goods supplied by F&B to a Customer on a trial, free issue or
subsidised basis and identified as such on F&B's order acknowledgement form;
1.1.9 “Loan Period” means the period stated as such on F&B's order acknowledgement form
commencing with the date of Manufacturing Completion of relevant Loan Goods or if not so
stated a period of three calendar months commencing on such date;
1.1.10 “Manufacturing Completion” means in relation to goods the time at which such goods have
been manufactured and/or assembled and tested by F&B and are ready for packing and
dispatch;
1.1.11 “Normal Working Time” means the period from 8.30 am to 5 pm UK time on any day except
Saturdays, Sundays, and UK Bank and Public Holidays;
1.1.12 “Premium Delivery Charge” means the sum given as such on F&B's order
acknowledgement form;
1.1.13 “Premium Manufacturin Charge” means the sum given as such on F&B's order
acknowledgement form;
1.1.14 “Price” means the price of the goods or services;
1.1.15 “UK Mainland” means England, Wales and Scotland (other than any offshore island)
1.1.16 “Working Day” means any day other than Saturday, Sunday or Bank or Public Holidays in
the country of the Customer and "Working Days" shall be construed accordingly.

1.2 References in these Conditions to the goods and the services are to the goods and/or the
services to be supplied under a Contract, but where or to the extent that the services are
the storage of goods at Highbridge clause 29 only applies.
1.3 Reference to a clause or clauses are to a clause or clauses of these Conditions.
1.4 Any notice or notification required or permitted to be given by either party to the other under
these Conditions must be in writing and sent by first class post, or fax, or delivered by hand
to the party to be served at its registered office or principal place of business for the time
being.

2 CONDITIONS APPLICABLE

2.1 These Conditions will apply in accordance with their terms to all Contracts to the exclusion
of all other terms and conditions, including any terms or conditions put forward by the
Customer. No conduct by F&B will be deemed to constitute the acceptance of any terms or
conditions other than these Conditions.
2.2 A quotation given by F&B does not constitute an offer. No Contract will come into existence
until F&B's order acknowledgment form has been despatched to the Customer.
2.3 Any assertion that any detail on F&B's order acknowledgment form is incorrect must be
notified to and received by F&B before the earlier of:

2.3.1 five Working Days of the order acknowledgement date; or
2.3.2 if F&B has in the Contract or subsequently agreed to commence work on or as soon as
practicable after a certain date, that date.

2.4 No variation to these Conditions (including without limitation any alteration to estimated
manufacturing completion date or delivery) will bind F&B unless it is in writing and signed
on behalf of F&B by a Director.
2.5 No variation to these Conditions made for any Contract has relevance to or effects any such
variation to or for any other Contract.
2.6 F&B's employees or agents are not authorised to make at any time, and the Customer must
not rely on, any representations concerning the goods or the services unless confirmed in
writing by a Director of F&B.

3 CUSTOMER'S OBLIGATIONS AND WARRANTY, SPECIFICATIONS AND
DESCRIPTIONS

3.1 Save for specifications or descriptions (if any) expressly set out on F&B's order
acknowledgment form no other specification, descriptive material, written or oral
representation, correspondence or statement, promotional or sales literature will form part
of or be incorporated by reference into the Contract.
3.2 The Customer will be solely responsible for any errors in or omissions from any
requirements, specifications, information or other items provided by it. F&B will not be
obliged to verify whether or not any such requirements, specifications, information or other
items are correct or sufficient for any purpose.
3.3 If F&B manufactures or supplies any goods or supplies any services in accordance with any
requirements, specifications, information or other items supplied by the Customer which are
incorrect or insufficient, infringe the rights of any third party or fail to meet any applicable
safety or statutory requirements or regulations, the Customer will indemnify F&B against all
damages, losses, costs, claims or expenses incurred by F&B arising out of, or in connection
with, the execution of the order and the performance of the Contract.
3.4 F&B may from time to time make changes in the specification of the goods or to the manner
in which services are to be supplied which are required to comply with any applicable safety
or statutory requirements.
3.5 All articles, drawings, models and photographs and the like hired or supplied by F&B to the
Customer in connection with a Contract (not being goods or services under a Contract) will
be and remain the property of F&B, must be returned to F&B on demand and must not,
without the consent in writing of F&B, be published or disclosed to any third party or made
use of by the Customer except for the purposes of the Contract. F&B may charge the
Customer for any of those items that are lost, damaged or not returned to F&B on demand.
3.6 Except for any which is expressly agreed to be included in the goods or as part of the
services, all materials, drawings, specifications and other data provided by F&B will remain
its property and all technical information, patentable or unpatentable, copyright, design right
and registered designs arising from the execution of any order or the performance of any
Contract will become the property of F&B.
3.7 Where the Customer supplies drawings or specifications it must request their return (if it
wishes them to be returned) on supply. If return is requested F&B will take reasonable care
thereof and will return the same at the Customer's cost on payment of all monies due to
F&B under the Contract.
f return is not requested F&B have no liability for or responsibility in respect of any such
drawings or specifications and may dispose of the same when and how F&B sees fit.
3.8 The Customer warrants to F&B that neither goods supplied pursuant to a Contract nor any
goods or equipment in respect of which F&B provides or furnishes any services are
intended for or will be used for any use or application or in any place or country in
contravention of any sanction, restriction or prohibition howsoever imposed whether by or
pursuant to a resolution of the United Nations, any like body or assembly or otherwise and
will indemnify F&B from and against all and any loss, costs, actions, claims, damages fines,
penalties and demands arising from any such contravention.

4 CUSTOMER'S FREE ISSUE GOODS

4.1 Where the Customer supplies or is to supply to F& B free issue goods:

4.1.1 Such free issue goods are to have with them and the expression "free issue goods" in these
Conditions is to include all operating and maintenance instructions requirements and
recommendations all health and safety and other matters required by law and all and any
additional instructions necessary for the incorporation of such free issue goods into the
goods or if appropriate in the services to be supplied or provided by F&B;
4.1.2 The Customer is to deliver and unload such free issue goods at Highbridge or at such other
premises as F&B may direct;
4.1.3 All such free issue goods are to be fit for their intended purpose and free from defect. F&B
have no obligation to inspect such free issue goods.

4.2 F&B will take reasonable care of free issue goods but risk in such goods is at all times that
of the Customer.
4.3 All free issue goods are to be supplied on a timely basis and in any event at such times as
are required by F&B for the preparation of any drawings specifications or other matters and
the incorporation of such goods into the goods or services to be supplied or provided by
F&B under a Contract. Where such free issue goods are not so supplied F&B may without
prejudice to any other remedy it may have rescind the Contract and the Customer shall on
demand pay to F&B the costs incurred by it in respect of work done relating to the Contract
up to the date of rescission and any costs incurred by it as a consequence of such nonsupply.

5 LOAN GOODS

5.1 F&B supplies Loan Goods in the reasonable expectation that F&B will become the
Customer's preferred supplier for goods of the kind manufactured or supplied by F&B on or
before the expiry of the Loan Period. F&B will not supply Loan Goods for a particular
application on more than one occasion in any three year period, or in any event to
Customers not in the UK Mainland.
5.2 The provisions of this clause 5 apply in priority to any conflicting provisions of these
Conditions where goods are supplied to a Customer as Loan Goods. Save as varied by
this clause, these Conditions (and in particular and without limitation all Conditions
concerning visits to and attendance at premises) have effect in relation to such goods.
5.3 Goods are supplied as Loan Goods only where F&B's order acknowledgement form
contains a statement to that effect, and only for the Loan Period.
5.4 The Price for Loan Goods is payable as to:

5.4.1 the amount by which the normal net trading value of the Loan Goods (determined by F&B
and given in F&B's order acknowledgement form) exceeds £1,000; and
any Premium Delivery Charge; and
any Premium Manufacturing Charge; and
the cost of delivery and packing; and
F&B’s price of any components not manufactured by F&B save for any standard motor
comprised in the Loan Goods;
in accordance with these Conditions as if Loan Goods were goods supplied by F&B in
ordinary course;
5.4.2 the balance within 30 days of acceptance or deemed acceptance by the Customer of the
Trial Goods, irrespective of the date of F&B's invoice for such balance.

5.5 The Customer will be deemed to accept Loan Goods:

5.5.1 on the date of its notification to F&B of such acceptance if earlier than the date of expiry of
the Loan Period; or
5.5.2 on the date of expiry of the Loan Period unless the Loan Goods are returned to F&B at the
cost of the Customer and received by F&B (in accordance with clause 5.6) in Normal
Working Time by F&B at Highbridge in a cleaned, safe and undamaged condition.

5.6 Loan Goods are received by F&B for the purposes of clause 5.5.2 at the time and on the
date given in F&B's Goods Return Note. The issue of any such Note is without prejudice to
any other provisions of this clause and of these Conditions, and does not in any event imply
that Loan Goods are returned in such a condition as complies with clause 5.5.2.
5.7 If Loan Goods are returned in accordance with and in the condition set out in clause 5.5.2
the balance due under clause 5.4.2 is not payable.
5.8 If Loan Goods are returned in a condition which is not in accordance with, or are not in any
event returned in accordance with, clause 5.5.2:

5.8.1 F&B may (but is not obliged to) accept return of such goods and if it does so the Customer
will on demand indemnify F&B against and pay to F&B an amount (to be determined by
F&B) equal to the difference between the realisable value of the Loan Goods in the state in
which they were returned and the value of similar goods in a reasonable condition (F&B
having regard to the use or application of the Loan Goods so returned for the shorter of the
actual period of such use or application or the Loan Period);
5.8.2 where F&B does not accept such return pursuant to clause 5.8.1 the balance of the Price is
payable by the Customer pursuant to clause 5.4.2 and clause 29 (storage) shall apply in
respect of such Loan Goods not so accepted.

5.9 F&B gives no warranty that Loan Goods (whether as supplied or as subsequently modified
following discussion with F&B or otherwise) are suitable for any purpose or application, the
same being supplied on a trial or concessionary basis.
5.10 All work done on or in respect of Loan Goods following their despatch to a Customer forms
a separate contract for services to be provided or furnished by F&B and will be charged for
accordingly, save where such work comprises (in F&B's opinion) a minor modification when
F&B will carry out such modification free of charge provided that:

5.10.1 the relevant Loan Goods are returned at the cost of the Customer to Highbridge in a
cleaned, safe and undamaged condition; and
5.10.2 the necessary work takes no longer than four man hours and can be effected in Normal
Working Time; and
5.10.3 no replacement or new bought-in components are required for the work; and
5.10.4 the Customer arranges for and is responsible for the cost of the collection from and return
of the Loan Goods to the Customer.

6 PRICE

6.1 The Price will be the price stipulated in F&B's order acknowledgment form.
6.2 Except as otherwise stated in F&B's order acknowledgment form or as otherwise agreed in
writing, all Prices are given by F&B:

6.2.1 for goods to be delivered within UK Mainland:
6.2.1.1 on a delivered basis and include delivery costs and charges (other than any Premium
Delivery Charge) to a destination within 10 miles (by road) of an 'A' class road. Where such
destination is more than 10 miles (by road) of an 'A' class road the Customer is to pay (and
the Price given will exclude) in addition any delivery charge in excess of such charge which
would have been made had such destination been less than 10 miles (by road) of an 'A'
class road and the Customer must accept that (notwithstanding the generality of clause 9.4)
the time taken for delivery may be longer in the case of such destination than would
otherwise be the case;
6.2.1.2 excluding unloading. In all cases unloading is for the account of and is the sole
responsibility of the Customer;
6.2.2 for goods to be delivered outside UK Mainland on an ex-works all charges forward basis
and exclude transport, loading, storage, any Premium Delivery Charge, packaging and
insurance, taxes, duties and levies. Where F&B agrees to deliver such goods otherwise
than at Highbridge, F&B will arrange such delivery and insurance for the Customer as the
Customer's agent and will use reasonable endeavours to effect the Customer's
requirements relating thereto. The Customer will be solely responsible for all delivery costs
(including in all cases transport and off-loading, packaging and insurance), taxes, duties
and levies and will on demand indemnify F&B in respect of any claim or demand in
connection therewith.

6.3 F&B may by giving notice to the Customer at any time before delivery, increase the Price to
reflect any increase in costs which is due to any factor beyond the control of F&B such as
without limitation any increase in the price of materials, parts, components, fan motors,
labour, transport, or other costs of manufacture or provision any change in delivery address
or place of provision, dates, quantities or specifications requested by the Customer, or any
delay caused by any instructions of the Customer or failure by the Customer to give F&B
adequate information or instructions on a timely basis.
6.4 The Price is exclusive of VAT and any other tax duty or levy, any licence fee or charge or
any credit card charge or surcharge incurred to F&B, which is payable by the Customer and
which will be due at applicable rates or appropriate costs on the date of F&B's invoice.
6.5 In the event that the Customer requests F&B to make any visits to the building or site where
the goods are to be installed or the services are to be wholly or partly provided or F&B
reasonably considers that such visits are necessary for the proper performance of the
Contract, without prejudice to the provisions of clause 21 which shall, where applicable,
apply in priority to this provision F&B may at its discretion charge the Customer for any
costs reasonably incurred by it in connection with such visits.

7 PAYMENT

7.1 Subject to any special terms agreed in writing or specified on F&B's order acknowledgment
form, F&B may invoice the Customer:

7.1.1 for goods on or at any time after completion of manufacture or at any time after delivery of
the goods or, if the Customer wrongfully fails to take delivery, at any time after F&B has
tendered delivery;
7.1.2 for services on or at any time after the issue of F&B's order acknowledgement form.

7.2 Save where the provisions of clause 7.4 and/or clause 7.5 and of this clause apply,
payment of the Price and VAT is due in full in cleared funds at the end of the month
following the month in which an invoice is dated; and

7.2.1 payment for goods must be made even if delivery has not taken place and property in any
of the goods has not passed to the Customer;
7.2.2 if services have not been provided following an act, omission or default of the Customer, the
Customer will be charged and is to pay as if it were the Price a charge determined by F&B
which reflects the cost to F&B of its administration and expenses properly incurred in