Terms and conditions

1. General

1.1 In these general terms and conditions ‘Itho’ will mean Itho UK Ltd. The ‘Customer’ will mean the party to whom Itho is selling and/or delivering goods ‘Goods’ and/or services ‘Services’.

2. Orders

2.1 All orders and/or acceptance of a quotation for Goods or Services placed with Itho by the Customer and all ensuing legal relationships between Itho and the Customer will exclusively be deemed to be an offer by the Customer to purchase Goods and/or Services upon these general sales and delivery terms and conditions (‘General Terms and Conditions’) and any general terms and conditions used by the Customer or any terms which the Customer purports to apply under any purchase order, confirmation or offer or similar document are expressly excluded. The agreement is formed when the order is accepted by Itho, by way of a written acknowledgement of order (‘Agreement’). No contract will come into existence until a written acknowledgement of the order is issued by Itho or Itho has commenced performance.

2.2 Any quotation is valid for a period of 3 months from the date shown on the quotation, provided Itho has not previously withdrawn it.

2.3 These General Terms and Conditions apply to all legal relationships in which Itho acts as the (potential) seller and/or supplier of Goods and/or Services.

2.4 These General Terms and Conditions may only be varied or mended if the parties explicitly agree this in writing.

3. Documentation and Intellectual Property

3.1 The data stated in Itho’s catalogues, price lists, offers, quotations, circulars, images, drawings, diagrams and other documents with regard to measurements, weights and other qualities of the products/services of Itho, are not binding and they will not form part of the Agreement and this is not a sale by sample.

3.2 Itho reserves the rights in intellectual property to the aforementioned documents and to anything published or owned by Itho. Without Itho’s explicit consent, Itho’s publications may not be copied partially or fully, and may not be given to third parties or provided for their perusal, nor made available to third parties in any other way by the Customer. No right or license is granted to the Customer in respect of the intellectual property rights of Itho, except the right to use, or re-sell the Goods or use the Services in the Customer’s ordinary course of business.

4. Prices

4.1 The price for the Goods and/or Services will be the price set out in Itho’s acceptance of order and is exclusive of any value added tax or other applicable sales tax or duty.

4.2 Itho’s prices are subject to reserve. If, after Itho has confirmed the order in writing, cost-price factors such as the prices of materials, wages, social insurances and/or other government levies such as import duties and VAT, shipping or insurance premiums undergo an increase or if prices rise as a result of a drop in the value of sterling, even if this takes place as a result of circumstances already foreseen at the time of written confirmation, Itho is entitled to amend the price owed to Itho accordingly, under the observance of any relevant statutory provisions.

4.3 Itho reserves the right to charge for packaging at cost price.

4.4 The Customer is considered to have agreed to the amended price under Article 4.2 if it does not object in writing to Itho within eight (8) days of Itho sending notification of the price change.

5. Delivery

5.1 Itho may, in its sole discretion, arrange for physical delivery of the Goods to the Customer.

5.2 For orders below an invoice amount to be further determined by Itho and notified to the Customer (excluding VAT), or deliveries which require special means of transportation, Itho reserves the right to charge for the shipping costs to the Customer in accordance with Itho’s applicable charge rate at the time of delivery. Even if Itho charges the shipping costs Itho will still decide the manner of transport.

5.3 Goods will always be dispatched at the Customer’s risk.

6. Delivery Time

6.1 Time of delivery shall not be of the essence and delivery times agreed with Itho only apply as an indication and not as a deadline.

6.2 The agreed delivery term will be as set out in the acceptance of order and as long as the Customer has provided Itho, at Itho’s discretion, with the required information for the performance of the order. If advance payment has been stipulated then the delivery period will commence once this payment has been received and the conditions referred to above have been satisfied.

6.3 The Goods and/or Services that are to be delivered under an order are considered to be delivered when the Goods are ready for shipment to the Customer at Itho’s premises, whether or not Itho agrees to arrange physical delivery of the Goods on behalf of the Customer, or when such Services are offered to the Customer for execution.

6.4 Exceeding the delivery time, for whatever reason, will not entitle the Customer to compensation, dissolution of the Agreement, or other claims pursuant to non-performance of any obligations under this or any other agreement related to this Agreement. If a deadline has been agreed, failure to meet it only grants the Customer the right to dissolve the specific order.

6.5 Itho may deliver the Goods in their entirety or by separate instalments or perform any Services in stages. In such case it is entitled to request payment, by invoice for the separate instalment and paid for in accordance with the provisions of this Agreement.

7. Risk and Transfer of Title

7.1 As soon as the Goods and/or Services are considered delivered in accordance with Article 6.3, the Customer bears the risk for all direct or indirect damages or losses that might be caused to or by these items and/or services to the Customer or to third parties.

7.2 Without prejudice to the provisions of Article 7.1 and of Article 6.3, title to the Goods only transfers to the Customer once everything that the Customer owes to Itho in this respect has been paid, including any interest and costs.

7.3 Until ownership of the Goods has passed to the Customer, the Customer must hold the Goods on a fiduciary basis as Itho’s bail and is required to keep Itho’s stock separate from other goods and to ensure it is sufficiently identifiable.

7.4 If any item belongs to Itho pursuant to Articles 7.2 or 7.3, the Customer may only use it in the scope of its normal business operations. The Customer is required to insure and keep insured items that Itho has delivered under reservation of title. In the event that the items transfer to a third party, the Customer is required, to impose this obligation to properly insure the Goods upon said third party.

7.5 If the Customer is in default with regard to the performances referred to in Article 7.3, Itho is entitled to collect (or have collected), at the Customer’s expense, the Goods that belong to it from the location where they are stored. The Customer’s right to possession of the Goods will terminate immediately if any of the circumstances in Article 12 occur. The Customer grants Itho irrevocable authorisation to access the areas used by the Customer or at its premises in the event that this situation occurs.

8. Obligation to provide Information

8.1 If and as soon as the items which are property of Itho are seized, the Customer is required to inform Itho thereof immediately.

8.2 The Customer is required to inform the person seizing the items, or the person who is exercising rights with respect to these items on behalf of that person, that the items are the property of Itho.

9. Warranty and Nonconformity

9.1 Itho will, free of charge, within a period of twenty four months after delivery of the Goods in the meaning of Article 6.3 (or such other period as agreed by Itho), which are proved to the reasonable satisfaction of Itho to be damaged or defective due to defects in material or workmanship, will be repaired or at Itho’s option replaced free of charge by Itho. For this the Customer must return the defective goods to Itho’s address carriage paid. Accordingly, Itho is never under obligation to repair any defect on site.

9.2 This warranty lapses if and insofar as the Customer and/or third parties: (i) perform work on the delivered Goods without Itho’s written consent, (ii) the Goods have been improperly altered in any way whatsoever, or have been subject to misuse or unauthorised repair, (iii) the Goods have been improperly installed or connected, (iv) any maintenance requirements relating to the Goods have not been complied with, (v) any instructions as to storage of the Goods have not been complied with in all respects or (vi) the Customer has failed to notify Itho of any defect or suspected defect within seven days of the delivery where the defect should be apparent on reasonable inspection, or within seven days of the same coming to the knowledge of the Customer where the defect is not one which should be apparent on

reasonable inspection, and in any event not later than twenty-four months from the date of delivery.

9.3 If Itho considers it advisable to replace items or parts with new ones, Itho will deliver these free of charge and carriage paid. Any Goods or parts that are replaced by Itho will belong to Itho by the delivery thereof and will be returned by the Customer to Itho carriage paid. Any repaired or replaced Goods will be liable to repair or emplacement under the terms specified in Article 9.1 for the unexpired portion of the twenty four month period from the original date of delivery of the replaced Goods.

9.4 The warranty is not valid for defects which are the result of any government regulation concerning the nature or the quality of the materials used; it is also not valid for varnishing and chrome work, unless such damage is caused by quality and/or constructional defects in other parts.

9.5 Alleged non-performance of Itho’s warranty does not relieve the Customer of any obligations that arise for it under this or any other Agreement concluded with Itho.

9.6 Itho is not required to provide any warranty, by whatever name, if the Customer fails to meet any obligation in full or on time, which might arise for it under this Agreement or any other agreement, related to this Agreement.

9.7 Itho does not exclude its liability (if any) to the Customer for (i) personal injury or death resulting from Itho’s negligence, (ii) for fraud or (iii) for any matter which it would be illegal for Itho to exclude or to attempt to exclude its liability.

9.8 Subject to Articles 9.1 and 9.7, Itho will be under no liability to the Customer whatsoever (whether in contract, tort (including negligence), breach of statutory duty, restitution or otherwise) for any damages, direct, indirect or consequential loss (all three terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and like loss) howsoever caused arising or in connection with (i) any of the Goods, or the manufacture or sale or supply, or failure in delay in supply, of the Goods by Itho, or on the part of Itho’s employees or sub-contractors, (ii) any breach by Itho of any express or implied terms of the Agreement, (iii) any use made or resale by Itho of any of the Goods, or of any product incorporating any of the Goods, or (iv) any statement made or not made, or advice given or not given, by or on behalf of Itho, unless this damage or loss is attributable to the gross negligence of Itho. The Customer agrees to indemnify Itho against all costs, claims, direct, indirect or consequential loss, damages, demands, proceedings or legal costs which Itho incurs or suffers as a consequence of a direct or indirect breach or negligent performance or failure in performance by the Customer of the terms of the Agreement.

9.9 Itho will be deemed not to be in breach of the Agreement or otherwise liable to the Customer in any manner whatsoever for any failure or delay in performing its obligations under the Agreement due to any cause preventing Itho from performing any or all of its obligations which arises from or is attributable to acts, events, omissions or accidents beyond the reasonable contemplation and control of Itho including, without limitation, strikes, lockouts or other industrial disputes (whether involving the work force of Itho or otherwise), protest, act of God, war, or national emergency, an act of terrorism, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, explosion, flood, storm, epidemic or default of suppliers or subcontractors.

9.10 This Article 9 applies both to the provision of Services and/or the delivery of Goods.

10. Payment

10.1 Itho may invoice the Customer for the Goods on or at any time after delivery or the Services on or at any time after performance commences and subject to Article 10.3, payment is due in pounds sterling 30 days after service of such invoice. Time for payment will be of the essence. No payment will be deemed to have been received until Itho has received cleared funds.

10.2 All sums payable to Itho under the Agreement will become due immediately upon termination of the Agreement.

10.3 The Customer is not permitted to offset any amount with that which it owes or to suspend its payments.

10.4 If any sum payable under the Agreement is not paid when due then, without prejudice to Itho’s other rights under the Agreement, that sum will bear interest from the due date until payment is made in full, both before and after any judgment, at 8% per annum over Bank of England base rate from time to time and Itho will be entitled to suspend deliveries of the Goods or performance of the Services until the outstanding amount has been received by Itho from the Customer.

11. Security

11.1 If there are good grounds that the Customer will not observe its obligations promptly, the Customer is required to furnish security in the form desired by Itho at Itho’s first request and if necessary to supplement this for the performance of all its obligations. As long as the Customer does not meet this obligation, Itho is entitled to suspend the performance of its obligations without any obligation to pay for damage or costs, which the Customer incurs as a result.

12. Termination and Suspension

12.1 If the Customer does not (i) perform promptly or timely under the Agreement, or (ii) is in material breach of any of the terms of the Agreement and, where the breach is capable of remedy, the Customer fails to remedy such breach within 30 days service of a written notice from Itho, specifying the breach and requiring it to be remedied. Failure to pay any sums due in accordance with Article 10 is a material breach of the terms of the Agreement which is not capable of remedy, or (iii) in the event of the insolvency of the Customer, or if the Customer is placed under receivership or (an important part of) the business operations of the Customer are suspended or liquidated, Itho at all times, without any obligation to pay compensation and notwithstanding any other rights of Itho, or (iv) has a change in its management and/or control as defined by section 416 Income and Corporation Taxes Act 1988, or (v) the equivalent of any of the above occurs to the Customer under the jurisdiction to which the Customer is subject, Itho is entitled at its own discretion to terminate the Agreement entirely or partially or to suspend (further) performance under the Agreement. In such cases Itho is entitled to exercise these rights with immediate effect.

12.2 The termination of the Agreement, howsoever arising, is without prejudice to the rights, duties and liabilities of either the Customer or Itho accrued prior to termination and the conditions which expressly or impliedly have effect after termination will continue to be enforceable notwithstanding termination.

13. Applicable Law/Court having Jurisdiction

13.1 The formation, existence, construction, performance, validity and all aspects whatsoever of the Agreement or of any term of the Agreement will be governed by English law. The English Court will have exclusive jurisdiction to settle any disputes, which may arise out of or in connection with the Agreement. The parties agree to submit to that jurisdiction. Parties have agreed that the United Nations Convention on the International Sale of Goods 1980 is not applicable.