Phoenix Precision Paints Ltd.

General Terms and Conditions Of Business

Definitions and Interpretation

1. In these terms and conditions, unless expressly stated otherwise:

1.1 “Phoenix” means Phoenix Precision Paints Limited (company number 3742705) whose registered office is at 13 Orwell Court, Wickford, Essex SS11 8YJ, UK.
And or any associated company or companies.

1.2 “the Goods” means any goods offered for sale by Phoenix to you from time to time;

1.3 “the Price” means the price for the Goods, as contained in Phoenix’s current price list as modified from time to time;

1.4 “you, your” means the person, corporation or other body to whom Phoenix is providing the Goods in the ordinary course of business subject to these terms and conditions;

1.5 the clause headings do not form part of these terms and conditions and shall not be taken into account in their construction or interpretation;

1.6 words importing one gender shall include all genders and words importing the singular shall include the plural and vice versa;

1.7 any reference to a statutory provision shall be deemed to include a reference to any statutory modification or re-enactment of it.

Conditions

2.1 These conditions shall apply to all contracts for the sale of the Goods by Phoenix to you to the exclusion of all other terms and conditions and any representations or warranties either written, oral, or implied made by or on behalf of Phoenix.

2.2 No variation or addition to these terms and conditions shall be effective unless agreed in writing by Phoenix.

2.3 No contract for the sale of goods shall arise until you notify Phoenix in writing of your acceptance of Phoenix’s written quotation and you have paid in full any deposit referred to in the same.

2.4 Your statutory rights will not be affected by anything contained in these terms and conditions.

Price

3.1 Unless otherwise agreed between you and Phoenix, Phoenix’s written quotation shall be based upon the Price.

3.2 Phoenix reserves the right to revise the Price prior to delivery of the Goods but if you have paid the Price in full prior to delivery of the Goods, then Phoenix will not revise the Price without obtaining your prior written consent.

Payments

4.1 All invoices will be submitted in pounds sterling.

4.2 All invoices shall be paid in full by no later than 30 days from the date of the invoice. Time for payment shall be of the essence and any failure to pay by you shall entitle Phoenix at its discretion and in addition to all other remedies available to it at law to treat its contract with you as having been canceled by you.

4.3 Phoenix shall reserve the right to charge you interest calculated at the annual rate of 8% above the published base rate of Barclays Bank Plc on all or any part of the Price or upon any other sum payable by virtue of these terms and conditions from the date the same shall have become due until the date of actual payment.

4.4 All invoices shall be paid in full, free from any deduction or any set off, counterclaim or otherwise howsoever arising.

Warranty

5. Phoenix warrants that the Goods will at the time of delivery correspond to the description given by Phoenix. All other warranties, conditions

or terms relating to fitness for purpose, merchantability or condition of the Goods, whether implied by statute, common law or otherwise are excluded to the extent that the law allows

Delivery

6.1 Delivery of the Goods shall be made to your address as specified by you in writing and you shall make all arrangements necessary to take

delivery of the Goods.

6.2 Whilst every reasonable effort shall be made by Phoenix to honour any specified delivery date, time of delivery shall not be of the essence and Phoenix shall not be liable for any losses, costs, damages or expenses incurred by you arising directly or indirectly out of any failure to meet

such estimated delivery date.

6.3 Without prejudice to the provisions of clause 6.2, Phoenix shall not in any circumstances be liable for the consequences of:

6.3.1 any delay in delivery where the duration of the delay is not substantial;

6.3.2 any failure to deliver the Goods which is due to an act of god, industrial action, inclement or exceptional weather conditions or any other cause whatsoever which is beyond Phoenix’s control or of an unexpected or exceptional nature.

6.4 Delivery and export charges will be reflected in the Price in accordance with Phoenix’s current delivery charges policy as modified from time

to time.

Property and Risk

7.1 Risk in the Goods shall pass to you upon your acceptance of Phoenix’s written quotation.

7.2 Phoenix shall remain the owner of the Goods until you have paid the Price in full.

7.3 You must inspect the Goods immediately upon delivery and notify Phoenix if the Goods are damaged or do not comply with Phoenix’s description of them within seven days of delivery, failing which you shall be deemed to have accepted the Goods.

No Waiver

8. Phoenix’s failure to insist that you perform any of your obligations under these terms and conditions shall not be deemed to be a waiver of its rights or remedies in respect of any present or future default by you.

Liability

9. The liability of Phoenix under these terms and conditions shall at all times be limited to the Price.

Dispute

10. Any dispute arising out of or in connection with these terms and conditions shall be referred to and finally resolved by arbitration in accordance with the provisions of the Arbitration Act 1996.

Governing Law

11. These terms and conditions shall be governed by and construed in accordance with English law.