TRAKMINER LTD

TERMS & CONDITIONS OF BUSINESS

1. DEFINITIONS – (a) The Company – Trakminer Ltd (b) The Client – All parties to the Contract other than the Company; (c) The Project – The work which has been agreed between the Company and the Client and which is to be carried out by the Company (d) The Contract – Every contract made between the Company and the Client in accordance with these conditions.

2. GENERAL – All Contracts whether oral or in writing are entered into by the Company only upon these conditions. The Company’s commitment shall become binding only upon the despatch by the Company to the Client of the Company’s written acknowledgement of the Contract. Acceptance by the Client of the project in full or in part or payment by the Client in full or in part as the case may be shall constitute acceptance of the Company’s conditions.

3. PROJECT COMPLETION – (a) Any date for completion of the Project given by the Company is an estimate only and time shall not be of the essence of the Contract. Whilst the Company shall use its best endeavours to meet any such date, the Company shall not be liable to the Client (whether directly or indirectly) on any grounds whatsoever as the result of any delay in completion or performance of the Contract howsoever such delay is caused. (b) The Company shall not be liable for any loss or damage whatsoever that shall result from delay in performance or non-performance of its obligations directly or indirectly. Nor does the Company accept any liability for errors, omissions and advice which is in any way related to the project and which forms part of the contract between the Company and the Client. Contracts affected by any such circumstances shall be postponed and when the delay shall have exceeded six calendar months, either party may cancel the remainder of the Contract. The Company
shall be paid fair compensation upon such cancellation for work done and for commitments entered into for the purpose of performing the Contract before the date of cancellation. In any event, the Client agrees to pay all extra costs incurred by the Company arising from delay in, suspension of or disruption of the Contract caused by acts, omission or default of the Client or of those whom the Client shall have engaged to carry out its obligations under the Contract

4. EXEMPTION FROM LIABILITY – (a) The Company shall not be liable on any grounds whatsoever to the Client for any loss consequential to the Contract suffered by the Client including any consequential economic or financial loss suffered by the Client without limitation, delay, loss of profits, loss of contracts, or liability to third parties. (b) While the Company will make every effort to provide sound advice and direction based on available information, the Client will remain wholly responsible for matters relating to policy and action following upon such advice and direction.

5. ACCESS – The Client agrees to allow reasonable access to the Client’s premises to those members of the Company’s staff participating in the Contract.

6. PAYMENT OF FEES – The Company’s fees, which are charged on a lump sum basis, are calculated in accordance with the Company’s scale of fees, which may vary from time to time. Any estimate of the Company’s fee, which will be quoted by the Company to the Client on request, is subject to variation and is not binding upon the Company.

7. PAYMENT OF TERMS – Unless otherwise specifically agreed with the Company, the Client shall pay the Company’s fees within 21 days of the Company’s invoice date. Invoices shall be sent to you on 14th day of each month, giving time for the accounts department to process by the month end.

8. CLIENT’S DEFAULT – Any breach with the Company’s terms of payment shall constitute default without reminder. In the case of default and without prejudice to any other remedies or courses of action open to it, the Company may charge interest on the amount outstanding from the date upon which payment falls due, until such time as payment is made in full (whether before or after Decree) at the rate of 5% above the base rate of the Royal Bank of Scotland plc from time to time for each calendar month or part thereof. Payment of interest by a Client shall not effect its obligations to make any Contract payments on the due date. The Company’s acceptance of a draft or comparable document shall not constitute payment. If the Client shall fail to fulfil the terms of payment and in particular , shall fail to pay interest charged in respect of any Project or should the Company have received indication that the Client’s financial position is inadequate, the Company may, in its sole discretion, either demand payment of all outstanding balances whether presently due or not and/or cancel all outstanding orders and decline to make any further delivery or suspend any further work under the Project and/or any other current project until it shall receive payment in cash in full. The Client shall not be entitled to set-off any sum against or to withhold any part of any payment without the Company’s prior written consent.

9. TERMINATION OF LEAD SUPPLY– Should the client wish to terminate their supply agreement and unless otherwise agreed by both parties, Trakminer Ltd will require a minimum notice period of 3 months to be confirmed in writing and dated from the 1st of any calendar month.

10. SCOTS LAW – The Contract shall be governed, performed and construed in accordance with Scots Law.

Trakminer Limited,
Registered Office: Lagmhor Office, Dunkeld, Perthshire. PH8 0AD
Company Registration Number: SC253564
VAT Reg No: GB 671 1632 49