TERMS AND CONDITIONS OF BUSINESS

Exclusion of other terms.

1. These terms are the only terms on which Mellor Tops Maintenance Limited contracts with the client. Estimates.

2. An estimate is a considered approximation of the likely cost involved.

3.All estimates are valid for 28 days from the date of despatch of the estimate by Mellor Tops Maintenance Limited.

4.Prices of goods are based on prices current at the time of preparation of the estimated Mellor Tops Maintenance Limited reserves the right to increase such material costs by an equivalent sum if the price to Mellor Tops Maintenance is increased between preparing the estimate and obtaining the goods. Payment terms.

5. The client shall pay the fee and any other monies due on the payment date or dates. The time of payment and any other fees due under this agreement shall be of the essence to this agreement.

6. All invoices are subject to a 30-day payment term, (meaning invoices produced on the 31 May are due to be paid by the 30 June).

7.Any invoice, which remains unpaid in excess of 30 days, will be subject to a rate of interest, which is 8% above the base rate in force at the Barclays' Bank Plc on that date. Such interest is to be compounded daily. VAT and other Duties.

8. All sums payable under this agreement unless otherwise stated on the invoice are exclusive of VAT and other Duties or Taxes. Any VAT or other Duties and taxes payable in respect to such sums shall be payable in addition to such sums. Legal costs and Indemnity.

9. Without prejudice to any other rights of Mellor Tops Maintenance Limited, the client shall indemnify and keep indemnified the Mellor Tops Maintenance Limited against all damages, costs, charges, expenses, legal costs and expenses and other liabilities of any nature whatsoever suffered as a result of attempting to collect or collecting any amount due to it from the client, for breach of any of the terms of this agreement. Delays.

10. Mellor Tops Maintenance Limited will endeavour to do the work or deliver the goods within the time agreed and if no time is agreed within a reasonable time, but in no circumstances will the Mellor Tops Maintenance Limited be liable for loss or damage, unless the delay is a direct result of a negligent act by the Mellor Tops Maintenance Limited, its employees or agents.

11. Any delay in completing the work will not permit the client to cancel the arrangement unless the delay was due to the negligence of the Mellor Tops Maintenance Limited, its employees or agents. Uncompleted work.

12. If for any reason work requested by the customer is not completed in full Mellor Tops Maintenance Limited shall charge a reasonable amount for any work carried out and the current price for goods supplied or fitted. Variation.

13. Any variation of this contract agreed between Mellor Tops Maintenance Limited and the Client for work to be done, services or goods to be supplied shall be deemed to be an amendment to this contract and shall not constitute a new contract. Retention of title clause.

14. Mellor Tops Maintenance Limited reserves title in any materials whatsoever, whether specific or peripheral to the contract, supplied by Mellor Tops Maintenance Limited until such time as the client/buyer has paid for these materials in full.

15. The client/buyer is until title passes as a direct result of full payment being made, in possession of these materials as bailee of Mellor Tops Maintenance Limited.

16. The Client/buyer, in having possession as bailee on behalf of Mellor Tops Maintenance Limited is until full payment is made on these materials in a "fiduciary relationship" with Mellor Tops Maintenance Limited. It is accepted by the client/buyer that this clause provides for a security over the subject of this agreement in the sum equivalent to the cost of the materials supplied by Mellor Tops Maintenance Limited and such security is valid until full payment is made on all materials supplied by Mellor Tops Maintenance Limited to the client/buyer under this agreement. Limitations and Exclusions.

17. The entire liability of Mellor Tops Maintenance Limited for any defect whether latent or immediate caused by the omission, mistake, negligence or default of Mellor Tops Maintenance Limited its employees or agents, shall be limited to the repayment of the cost of this agreement or such figure as is agreed less than the total value of this agreement. This clause does not effect the statutory provisions where Mellor Tops Maintenance Limited will insure as against death or serious injury occasioned to anyone as a direct result of the negligent action or omission on the part of Mellor Tops Maintenance Limited its employees or agents. Or where damage is caused to property as a direct result of the negligent action or omission on the part of Mellor Tops Maintenance Limited its employees or agents. Right to Assign.

18. This agreement and all rights under it may be assigned and transferred by the company to another maintenance company provided that the assignment does not alter any terms of this agreement. Cancellation.

19. Should the client seek to cancel this agreement then such cancellation must be in writing to the office address of Mellor Tops Maintenance Limited by recorded delivery and giving 90 days notice. Health and Safety.

20. Notice is hereby given to the customer that the instructions for use, cautionary notices and other technical notices and information are supplied to the customer with the goods. General and Miscellaneous.

21. If any provision of this agreement is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of this agreement and the remainder of the provisions in question shall not be affected.

22. This agreement shall be governed by and construed in accordance with the Laws of England and the parties submit to the exclusive jurisdiction of the English Courts.