Air Sea Containers Ltd - Terms and Conditions

1. General

1. All quotations are made and all orders are accepted by the Company subject to the following terms and conditions. Any other terms and
conditions are excluded from the contract between the Company and the Customer and shall have no effect. Any variation to the following
conditions shall be invalid unless expressly accepted by the Company in writing by a duly authorised officer.
2. Quotations shall only be available for acceptance for a maximum period of 30 days from the date thereof unless in the quotation some other
period is specified or accepted or the quotation is withdrawn by the Company.
3. No quotation shall become binding on the Company until the Company has accepted the Customer’s order.
4. The Company may at its discretion submit a sample to the customer for approval before executing the bulk of the order which will be
commenced upon receipt by the Company of written approval of the sample by the Customer acting by a duly authorised officer.
5. Where goods are supplied from stock such supply is subject to availability of stocks at the date of delivery.
6. If any statement or representation has been made to the Customer upon which the Customer relies, other than in the documents within the
Company’s quotation, the Customer must set out that statement or representation in a document to be attached to or endorsed on its order in
which case the Company may clarify the statement or representation and submit a new quotation.

2. Price

1. All prices quoted are subject to fluctuation in the cost of labour materials, fuel and power, transport and other costs and any increase in such
costs from the date of quotation to the date of delivery shall be added to the price.
2. Where prices are by reference to the Company’s published price list the prices payable for the goods shall be the price published in the price
list current at the date of dispatch of the goods.
3. Where the prices for the goods is varied under clause 2 (1) and 2 (2) the price as varied shall be binding on both parties and shall not give either
party the right of cancellation.
4. Prices quoted by the Company relate to the quantities shown in the quotation and the Company shall not be obliged to accept a smaller or
larger quantity at the prices quoted.
5. There shall be added to the price for the goods any value added tax and any other tax or duty relating to the manufacture, transportation,
export, import, sale or delivery of the goods.
6. All prices stated net ex works, packing and carriage will be charged extra unless otherwise agreed.

3. Delivery

1. Time for delivery is stated as accurately as possible but not guaranteed and unless otherwise stated time is not of the essence for delivery. The
Company shall not be liable in any circumstances for the consequences of any delay in delivery or failure to deliver.
2. No delay by the Company in delivering goods shall entitle the Customer to reject any delivery or repudiate the contract between the
Company and the Customer.
3. Delivery will take place when the Customer collects the goods from the companies premises or when they are despatched from the Company’s
premises unless agreed otherwise in writing.
4. If for any reason the Customer is unable to accept delivery of the goods when the goods are due and ready for delivery, the Company may
arrange storage of the goods at the Customer’s risk and the Customer shall be liable to the Company for the reasonable costs (including
insurance) of such storage. This provision is without prejudice to any other right which the Company may have in respect of the Customer’s
failure to take delivery of the goods or pay for them in accordance with the contract.

4. Cancellation

Cancellation of an order by the Customer once accepted by the Company will only be accepted by the Company on condition that all costs and
expenses incurred by the Company up to the time of cancellation and all loss of profits and other loss or damage resulting to the Company by
reason of such cancellation will be reimbursed in full by the Customer to the Company immediately upon acceptance of cancellation of the order
by the Company.

5. Title

1. Risk in the goods shall pass to the Customer on delivery in accordance with clause 3.
2. Title in the goods (whether separate and identifiable or incorporated in or mixed with other goods) shall only pass to the Customer when
payment in full has been made for those goods and for any other goods supplied by the Company and any other monies due to the Company
on any other account.

6. Terms of Payment

1. Unless otherwise agreed by the Company in writing by a duly authorised officer payment shall be due and payable in 30 days from end of
month.
2. All payments are to be made without the right of set off, counterclaim or deduction whatsoever.
3. When deliveries are spread out over a period of time each consignment may be separately invoiced and in this case each invoice will be
treated as a separate account and payable accordingly.
 4. No dispute arising under the contract nor delays beyond the control of the Company shall interfere with prompt payment by the Customer.
5. In the event of default in payment by the Customer in accordance with agreed terms the Company shall be entitled without prejudice to any
other right or remedy to suspend all further deliveries and to charge interest calculated on a daily rate on any amount outstanding at the rate of
4% per annum above the HSBC Plc base rate in force at the relevant time.
6. The Company reserves the right where genuine doubts arise as to the Customer’s financial position or in the case of failure to pay for the
goods to suspend deliveries of any order or any part or instalment without liability until payment in full or satisfactory security for payment has
been provided.
7. Where goods are to be delivered outside the United Kingdom payments must be made in full prior to delivery unless otherwise agreed.

7. Information and Quantities

1. All quotations and orders are made and accepted by the Company on the basis of the information supplied to the Company by the Customer.
In the event of such information proving insufficient or inaccurate, the Company reserves the right to cancel the order or increase the price
quoted or agreed as it may in its absolute discretion deem appropriate.
2. Prices quoted by the Company for the goods are given in respect of the quantities stated and the Company reserves the right to increase the
price if lesser or greater quantities are ordered.

8. Shortages and Defects

1. Unless the company agrees otherwise in writing the risk in the goods passes to the Customer when the goods are collected from the
Company’s premises or despatched from the Company’s premises and the Company accepts no responsibility for any damage or loss in transit.
Claims for damage or loss in transit should be made on the carrier and any conditions imposed by the carrier in relation to claims for damage
or loss in transit should be complied with.
2. All claims for shortage and or defects must be made in writing and received within 10 days of the date specified for delivery.
3. If the Company is not notified as herein required then the goods shall be deemed to have been delivered free of defects and in the correct
quantity and the Customer shall bear all loss or expenses arising out of the temporary or permanent loss of the goods or damage thereto.

9. Liability

1. Save as provided in Condition 9.3, Air Sea Containers total aggregate liability to Customer in respect of all causes of action arising out of or in
connection with Contract (whether for breach of contract, strict liability, tort (including, without limitation, negligence), misrepresentation or
otherwise) shall not exceed total invoice price of Goods paid or payable by Customer under Contract.
2. Save as provided in Condition 9.3, Air Sea Containers shall not be liable to Customer for loss of profit; loss of revenue; loss of or depletion of
goodwill; loss of anticipated savings; loss of business opportunity; loss of data or use of data; injury to reputation; or any indirect, consequential
or special loss or damage, regardless of form of action, whether in contract, strict liability or tort (including, without limitation, negligence) and
regardless of whether Air Sea Containers knew or had reason to know of possibility of the loss, damage or injury in question.
3. Nothing in Contract shall limit or exclude either party’s liability for death or personal injury resulting from negligence; for fraud or fraudulent
misrepresentation; and for any other liability the exclusion or limitation of which is not permitted by English law.

10. Intellectual Property

The copyright subsisting or which subsequently subsists in all documents, drawings, specifications, designs, programmes or any other material
prepared by the Company whether readable by humans or by machines shall belong to the Company absolutely and they shall not be reproduced
or disclosed or used in its original or translated form by the Customer without the Company’s written consent for any purpose other than that for
which they were furnished.

11. Sub-Contractors

The Company shall be entitled to appoint one or more sub-contractors to carry out all or any of its obligations hereunder.

12. Termination

If the Customer enters into a deed or arrangement or commits an act of bankruptcy or compounds with his creditors or if a receiving order is made
against him or(being a company) it shall pass a resolution or the court shall make an order that the Customer shall be wound up (otherwise than for
the purposes of amalgamation or reconstruction) or if a receiver (including an administrative receiver) shall be appointed of any of the assets or un-
dertaking of the Customer or if the Customer suffers the appointment or the presentation of a petition for the appointment of an administrator or if
circumstances shall arise which entitle the court or creditor to appoint a receiver (including an administrative receiver (or a manager or which entitle
the court to make a winding up order or if the Customer takes or suffers any similar action in consequence of debt or if the financial responsibility
of the Customer shall, in the opinion of the Company, become impaired or if the Customer shall commit any breach of any part of the contract, the
Company may, without prejudice to its rights and remedies under these conditions, stop all goods in transit and suspend further deliveries and by
notice to the Customer may terminate the contract immediately.

13. Force Majeure

Neither party shall be under liability for any delay, loss or damage caused wholly or in part by Act of God, governmental restriction condition or
control or by reason of any act done or not done pursuant to a trade dispute whether such dispute involves its servants or not or by reason of any
other act, mailer or thing beyond its reasonable control.
14. Notices

All notices in compliance with these Terms and Conditions which require to be served upon The Company must be effected by Recorded Delivery
post and must be sent to The Company’s registered office.

15. Invalidity

The invalidity, illegality or unenforceability of any provision of these conditions should not effect the other conditions.

16. Third Party Rights

A person who is not party to this agreement shall have no right under the Contracts (Right of Third Parties) Act 1999 to enforce any term of this
agreement. This clause does not affect any right or remedy of any person which exists or is available otherwise then pursuant to that Act.

17. Law

The contract shall be governed and interpreted exclusively according to the Law of England and subject to the jurisdiction of English Courts
only.

Company name:

Name: Position:

Signed: Date:

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Air Sea Containers Ltd, Staniford Building, 521 Cavendish Street, Birkenhead, Merseyside, CH41 8FZ
T: +44 (0)151 653 1500 E: uk@airseadg.com W: www.airseadg.com. Registered in England No 1550861