Terms and Conditions of Sale

1. INTERPRETATION
1.1 In these conditions the following words have the following meanings:
the Buyer: the person(s), firm or company who purchases the Goods from the Company;
the Company: CVC Ltd, registered number 1969992, whose registered o”ce is at North House, Farmoor Court, Cumnor
Road, Oxford, OX2 9LU.
Contract: any contract between the Company and the Buyer for the sale and purchase of the Goods, incorporating these Conditions;
Delivery Point: the place where delivery of the Goods is to take place under condition 4
Goods: any goods agreed in the Contract to be supplied to the Buyer by the Company (including any part or parts of them);
Intellectual Property Rights: all patents, registered designs, trademarks and service marks (whether registered or not), copyright,
moral rights, design rights, and all similar property rights, including those subsisting (in any part of the world) in inventions,
designs, drawings, performances, computer programs, database rights, semiconductor topographies, plant varieties, confidential
information, know-how, business or brand names, domain names, goodwill or the style of presentation of goods or services, in
each case whether registered or unregistered including applications and rights to apply for protection and all extensions and
renewals thereof.
1.2 References to statutes or statutory provisions shall, unless the context otherwise requires, be construed as a reference to
such statute or statutory provision as amended, consolidated, extended, re-enacted or replaced.
1.3 References to the masculine include the feminine and the neuter and to the singular include the plural and vice versa as the
context admits or requires.
1.4 Headings do not a#ect the construction of these conditions.

2. APPLICATION OF TERMS
2.1 Subject to variations carried out under this clause, the Contract will be on these conditions to the exclusion of all other
terms and conditions. These conditions apply to all the Company’s sales and any variation to these conditions and any
representations about the Goods shall have no e#ect unless expressly agreed in writing and signed by an authorised representative
of the Company. The Buyer acknowledges that it has not relied on any statement promise or representation made or given by or on
behalf of the Company not set out in the contract.
2.2 No terms or conditions endorsed upon, delivered with or contained in the Buyer’s purchase order, confirmation of order,
specification or another document will form part of the Contract simply as a result of such document being referred to in the
Contract.
2.3 Orders or acceptances of quotations for Goods by the Buyer from the Company are deemed to be an o#er by the Buyer to
purchase Goods subject to these conditions.
2.4 No order placed by the Buyer shall be deemed to be accepted by the Company until a written acknowledgement of order is
issued by the Company or (if earlier) the Company delivers the Goods to the Buyer.
2.5 The Buyer must ensure that all orders and applicable specifications are complete and accurate.
2.6 Any quotation is given on the basis that no contract will come into existence until the Company despatches an
acknowledgement of order to the Buyer. Quotations remain valid for 30 days unless previously withdrawn.
2.7 No Order may be cancelled by the Buyer if the Goods are in production, if the goods have or if the Company has incurred
expenses or costs in connection with any such Order.

3. DESCRIPTION
3.1 The quantity and description of the Goods shall be as set out in the Company’s quotation or acknowledgement of order.
3.2 All samples, drawings, descriptive matter, specifications and advertising issued by the Company and any descriptions or
illustrations contained in the Company’s catalogues or brochures are only issued or published for the purpose of giving an
approximate idea of the Goods described in them. They will not form part of this Contract and this is not a sale by sample.

4. DELIVERY
4.1 Unless otherwise agreed in writing, delivery shall take place within 14 days of the Company giving it notice that the Goods
are ready for delivery.
4.2 Dates specified by the Company for delivery of the Goods are intended to be an estimate and time for delivery shall not be
made of the essence by notice. If no dates are so specified, delivery will be within a reasonable time.
4.3 Subject to the other provisions of these conditions the Company will not be liable for any direct, indirect or consequential
loss (which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and like
loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused
CVC Direct Ltd. Terms and conditions of Sale by the Company’s negligence), nor will any delay entitle the Buyer to terminate or rescind the Contract unless such delay exceeds 180 days.
4.4 If for any reason the Buyer will not accept delivery of any of the Goods when they are ready for delivery, or the Company is
unable to deliver the Goods on time because the Buyer has not provided appropriate instructions, documents, licences or
authorisations: (a) risk in the Goods will pass to the Buyer (including for loss or damage caused by the Company’s negligence); (b)
the Goods will be deemed to have been delivered; and (c) the Company may store the Goods until delivery whereupon the Buyer will
be liable for all related costs and expenses (including, without limitation, storage and insurance).
4.5 The Buyer will provide at its expense at the Delivery Point adequate and appropriate equipment and manual labour for
unloading the Goods.
4.6 If the Company delivers to the Buyer Goods of up to 2% more or less than the quantity accepted by the Company the Buyer
shall not be entitled to object to or reject the Goods or any of them by reason of the surplus or shortfall and shall pay for such
goods at the pro rata Contract rate.
4.7 The Company may deliver the goods by separate instalments. Each separate instalment will be invoiced and paid for in
accordance with the Contract.
4.8 Each instalment will be a separate Contract and no cancellation or termination of any one Contract relating to an instalment
will entitle the Buyer to repudiate or cancel any other Contract or instalment.

5. NON-DELIVERY
5.1 The quantity of any Goods as recorded by the Company upon despatch from the Company shall be conclusive evidence of the
quantity received by the Buyer unless the Buyer can provide conclusive evidence to the contrary.
5.2 The Company shall not be liable for any non-delivery of Goods (even if caused by the Company’s negligence) unless written
notice is given to the Company within 5 days of the date when the Goods would in the ordinary course of events have been
received.
5.3 Any liability of the Company for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or
issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods.

6. RISK/TITLE
6.1 The Goods are at the risk of the Buyer from the time of delivery.
6.2 Ownership of the Goods shall not pass to the Buyer until the Company has received in full all sums due to it in respect of
the Goods and all other sums which are or become due to the Company from the Buyer on any account.
6.3 Until ownership of the Goods has passed to the Buyer, the Buyer must (a) hold the Goods on a fiduciary basis as the
Company’s bailee; (b) store the Goods (at no cost to the Company) separately from all other goods of the Buyer or any third party
so that they remain identifiable as the Company’s property; (c) not destroy or deface any identifying mark or packaging on or
relating to the Goods; and (d) maintain the Goods in satisfactory condition and keep them insured on the Company’s behalf for
their full price against all risks to the reasonable satisfaction of the Company.
6.4 The Buyer’s right to possession of the Goods shall terminate immediately if the Buyer makes a voluntary arrangement with
creditors, or (being an individual or firm) becomes bankrupt, or (being a company) becomes subject to an administration order,
enters liquidation (other than for a solvent reconstruction or amalgamation), su#ers the appointment of a receiver of any of its
property, ceases or threatens to cease to carry on business or the Buyer encumbers or in any way charges any of the Goods.
6.5 The Company shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has
not passed from the Company.
6.6 The Buyer grants the Company, its agents and employees a licence to enter any premises where the Goods are stored in
order to inspect them, or, where the Buyer’s right to possession has terminated, to recover them.
6.7 Where the Company is unable to determine whether any Goods are the goods in respect of which the Buyer’s right to
possession has terminated, the Buyer will be deemed to have sold all goods of the kind sold by the Company to the Buyer in the
order in which they were invoiced to the Buyer. On termination of the Contract, howsoever caused, the Company’s (but not the
Buyer’s) rights contained in this condition 6 will remain.

7. PRICE
7.1 Unless otherwise agreed by the Company in writing the price for the Goods shall be the price set out in the Company’s
current quotation or price list published on the date of delivery or deemed delivery.
7.2 The price for the Goods shall be exclusive of any value added tax and all costs or charges in relation to packaging, loading,
unloading, carriage and insurance all of which amounts the Buyer will pay in addition when it is due to pay for the Goods.