Definitions

The “Seller” means or refers to Stapleton’s (Tyre Services) Limited, registered in England and Wales under number 00332098

The “Buyer” means or refers to the other party to the transaction who has accepted the quotation of the Seller for the purchase of goods.

The “Goods” means any goods or services that the Seller is to supply to the Buyer during its normal course of trading.

The “Order” means or refers to the written or verbal request for goods made by the Buyer to the Seller. Written requests are to include all forms of communication including, inter alia, e–mail, “Profitlink” and facsimilie.

A “Supply Agreement” means or refers to an arrangement that has been made between the Seller and the Buyer in advance of an Order being placed.

General

These terms and conditions of sale shall apply to the sale of the Goods by the Seller to the Buyer and shall replace and prevail over any terms and conditions contained or referred to in the Order or in any other correspondence or communication that has not been explicitly agreed to in writing by a Director or Legal Officer of the Seller.

Orders

The Buyer shall be responsible to the Seller for ensuring that all adequate information and specifications are provided to the Seller in sufficient time to ensure that the Seller is able to perform the contract within its terms.

If it is a pre–requisite of the Buyer that order numbers are quoted on all invoices related to the transaction then it is the responsibility of the Buyer to provide a valid order number at the point of placing the order. Failure by the Buyer to supply a valid order number shall not remove the Buyer’s liability to pay within the stated payment terms.

No order that has been accepted by the Seller may

be cancelled by the Buyer without the agreement in writing of the Seller. The Seller shall be entitled to reclaim from the Buyer any costs that have already been incurred in executing the Order up to the point of the cancellation acceptance.

Price

The price payable by the Buyer will be the price that is in force as part of any Supply Agreement made between the Seller and the Buyer. If no such agreement is in place, the price shall be the price that is agreed between the Seller and the Buyer at the time of the Order.

All prices will be subject to VAT and other taxes under English law and other relevant law.

Delivery

Delivery dates and times, where indicated, are approximations and are not of essence to the Order.

Where the delivery is made in instalments or partdeliveries, each instalment or part delivery shall be deemed to be a separate Order. Failure by the Seller to deliver any instalment under the Order shall not entitle the Buyer to rescind the whole of the Order.

If the Buyer refuses to accept a delivery that has been properly delivered in accordance with the Order the Seller shall be entitled to recover from the Buyer any costs that have already been incurred in executing the Order up to the point of non-acceptance.

In no circumstances whatsoever shall the Buyer be entitled to recover loss of profits, indirect and consequential loss or damages arising in connection with delivery time or from non–delivery of the goods.

Carriage

Unless otherwise stated, prices include delivery to destinations within the United Kingdom via a mode of transport selected by the Seller.

Examination

The Buyer shall count and examine the Goods immediately on receipt and notify the Seller in

writing of any shortages or defects within 10 working days (the “Eamination Period”) of receipt. If no notification is made within the said period, then the Order shall be deemed to have been fulfilled. Shortages and defects that are notified within the said period shall be resolved by mutual agreement between the Seller and the Buyer.

Warranty and Indemnity

If implied defect of the goods was found after the Examination Period but no later than 6 months after the delivery from the Seller to the Buyer, the Seller shall, as exclusive remedies and compensation granted to the Buyer under the relevant law, replace it with a new one or refund the received mount to the Buyer at its discretion. The total liability of the Seller under Order, agreement for any reason whatsoever will be limited to the sale price of the relevant goods other than in respect of death or personal injury.

Returns

Any Goods that are returned must be done so with the prior agreement of the Seller. Where Goods have been properly delivered in accordance with the Order and are subsequently returned by the Buyer subject to agreement, the Seller reserves the right to levy a handling charge of 10% of the Goods sale value.

Retention of Title

Title of goods sold and delivered by the Seller to the Buyer shall remain and belong to the Seller until full cash payment by the Buyer has been received and that payment has cleared through to the Seller’s bank account.

The Seller reserves the right to reclaim delivered Goods from the Buyer should the Buyer fail to pay on it or the Buyer falls within any of the items set out in “Termination” below.

Insurance

The risk of loss or damage in the goods shall pass to the Buyer upon receipt of delivery from the Seller and it is the responsibility of the Buyer to ensure that sufficient insurance is in place to cover the full value of the Goods delivered.

Payment

Payment for Goods is due in accordance with the agreed payment terms.

Where payments for Goods remain outstanding beyond their due date, the Seller retains the right to levy a finance charge of 3% per month over the Barclays base rate until payment is received and cleared through the Seller’s bank account. Furthermore, the Seller retains the right to cancel outstanding orders and suspend further deliveries to the Buyer until all outstanding balances have been cleared.

The Seller reserves the right to offset any monies owed by the Buyer against any outstanding debt owed by the Seller to the Buyer.

The Buyer indemnifies the Seller in respect of any costs, legal or otherwise, incurred by the Seller in respect of recovering any outstanding monies due from the Buyer to the Seller.

Termination

The Seller may cancel all outstanding contracts, Orders and suspend further deliveries to the Buyer immediately without any liability to the Buyer and payment for all Goods previously delivered will become immediately due and payable should the Buyer:

1) make any voluntary arrangements with its creditors, or become subject to an application for the commencement of administration, bankruptcy, administrative receivership or other insolvency proceeding or go into liquidation;

2) have a receiver appointed over its assets or property;

3) cease or threaten to cease trading; or

4) is in default of contract, Order or agreement with the Seller or a third party, which shall not be cured within 5 days after receipt of a remedial notice.

Data Protection

The Buyer agrees to allow the Seller to use information gathered from the placement of Orders for use in the Seller’s normal course of business. The Seller agrees not to use such information gathered for disclosure to third parties or for purposes not related to its normal course of business.

The Buyer agrees the Seller may undertake a credit search on the Buyer independently or through a service company for the purposes of accepting or fulfilling an Order, or for opening a credit account.

Intellectual Property

The fulfilment of an Order by the Seller in no way shall transfer trademark, patent or other intellectual property rights from the Seller to the Buyer.

Force Majeure

The Seller reserves the right to cancel all outstanding contracts, Orders and suspend further deliveries to the Buyer without any liability to the Buyer if it is prevented from or delayed in carrying on its business or performing its contractual obligation due to circumstances beyond the reasonable control of the Seller including, without limitation, acts of God, governmental actions, war or national emergency, riot, civil commotion, fire, explosion, flood, epidemic, lock–outs, strikes or other labour disputes (whether or not relating to the Seller’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials.

Governing Law

The formation, existence, construction, performance, validity and all aspects of Orders shall be governed by English law and the Buyer submits to the exclusive jurisdiction of a court in London, UK.

Revision: 10th May 2007