1.

FORMATION OF CONTRACT

1.1.

Order Acceptance
Any order sent to the seller by the purchaser shall be accepted entirely at the discretion of the seller, and if so accepted, will only be accepted upon these conditions (hereinafter referred to as the "conditions") and by means of the seller's standard order acknowledgement form.

1.2.

Each order accepted constitutes a separate contract and such contract is hereafter referred to in these conditions as an "order".

1.3.

Entirety of the Contract

1.3.1.

The Conditions shall override any contrary different or additional terms and conditions (if any) contained on or referred to in an order form or other documents or correspondence from the purchaser.

1.3.2.

No addition, alteration or substitution of these terms will bind the seller or form part of any order unless they are expressly accepted in writing by a person authorised to sign on the seller's behalf.

1.3.3.

Any request by the purchaser for delivery or acceptance by the purchaser of goods delivered shall, notwithstanding any terms or conditions proposed by the purchaser or other contrary action of the purchaser, constitute complete acceptance of these conditions.

1.4.

Availablity of Supplies

1.4.1.

Acceptance of an order is subject to supplies being available or becoming available. If supplies are not available by the estimated delivery date the seller reserves the right to delay delivery.

2.

REPRESENTATIONS, RECOMMENDATIONS AND WARRANTIES

2.1.

Specification
The seller warrants that all goods supplied by the seller shall be in accordance with:

2.1.1.

The specification or description (if any) expressly listed or set out on the face of the order or

2.1.2.

If no such specification exists, the seller's standard specification.

2.2.

Representations
No other specification, descriptive material, written or oral representation, correspondence or statement, promotional or sales literature shall form part of the order unless expressly accepted by the Seller and incorporated into the Sellers order acknowledgement.

2.3.

Recommendations as to purpose
Any recommendation or suggestion relating to the use of goods made by the seller either in technical literature or in response to specific enquiry or otherwise, is given in good faith, but it is for the purchaser to satisfy himself of the suitability of the goods for his own particular purpose.

2.4.

Exclusion of Terms
The seller's warranty is limited to the foregoing and subject to Clause 8.4 all other conditions, warranties, stipulations or other statements whatsoever concerning the goods, whether express or implied, by statute or common law or otherwise howsoever are hereby excluded.

3.

SUPPLY CONDITIONS

3.1.

Delivery

3.1.1

Time Not of the Essence
Any time or date for delivery given by the seller is given in good faith but is an estimate only. Time for delivery is not of the essence and may not be made of the essence.

3.1.2.

Place of Delivery
Delivery shall be to the point of delivery specified in the order and "delivery" shall be construed accordingly.

3.1.3.

Risk
Risk in the goods shall pass to the purchaser upon delivery.

3.1.4.

Instalments
The seller may deliver in instalments. In all cases of delivery by instalments failure to deliver an instalment shall not entitle the purchaser to terminate the contract or refuse subsequent instalments. The seller may invoice for each instalment delivered.

3.1.5.

Volume Fluctuations
The seller may deliver to within plus or minus 10% of weight or volume ordered. Purchaser shall pay for actual weight or volume delivered within such tolerances.

3.1.6.

Failure to take Delivery
Where the purchaser is not ready to accept delivery of goods within 14 days of an agreed delivery date and the goods are ready for delivery

3.1.6.1.

the seller shall be entitled to arrange storage on behalf of the purchaser, whereupon delivery should be deemed to have taken place; and

3.1.6.2.

all risk in the goods shall pass to the purchaser; and

3.1.6.3.

delivery to the purchaser of the relevant warehouse receipt shall be deemed to be delivery of the goods; and

3.1.6.4.

all charges incurred by the seller for the storage or insurance shall be paid by the purchaser within 30 days of submission of an invoice.

3.2.

Acceptance

3.2.1.

The purchaser shall be deemed to have accepted all goods upon the expiration of the time limits for notification of any defect in performance set out in Clause 4 and in all other respects upon their delivery by the seller.

3.2.2.

Title
Title to the goods comprise in each consignment shall not pass to the purchaser until the purchaser has paid their price to the seller, but even though title has not passed, the seller shall be entitled to sue for their price once its payment has become due.

3.3.

Price and Payment

3.3.1.

Price
The price payable will be that ruling on the day of despatch. Any government duty, or tax applicable, shall be paid by the purchaser.

3.3.2.

Time and Method of Payment
Payment is due prior to delivery unless otherwise agreed in writing. Time of payment is of the essence.

3.3.2.A.

Payment shall be made via an electronic payment system unless otherwise agreed.

3.3.3.

Interest
The seller may charge interest (before and after judgement) on overdue payments at 2% per annum over Barclay's Bank base rate in force from time to time calculated on a daily basis.

3.3.4.

Set-Off
The purchaser shall have no right of set-off or other right of deduction against any payment due to the seller unless the amount due to the purchaser has been quantified and notified to the seller.

4.

NOTIFICATION OF DEFECTIVE PERFORMANCE

4.1.

Apparent Defects
The purchaser shall examine the goods on receipt and notify the seller within 14 days of receipt of any defect which is reasonably apparent from such examination.

4.2.

Non-Apparent Defects
Any defect not so apparent shall be notified within 7 days of discovery. The purchaser must in all cases notify a non-apparent defect within three months of receipt.

4.3.

Purchaser's Obligations
Immediately a defect is discovered rendering the product unusable either apparent or non-apparent, the purchaser shall:

4.3.1.

stop using the goods; return in accordance with the seller's instructions any goods and containers; and

4.3.2.

in any event provide all necessary assistance to allow the seller to investigate the defects.

4.4.

Loss, Excess or Shortage.
In the case of loss, excess or shortage in all or any part of a consignment, the purchaser shall advise the carrier and seller in writing (otherwise than by a qualified signature as the carrier's consignment of delivery document).

4.5.

Non-compliance
The seller will decline to entertain claims unless the purchaser complies with the provision of this condition.

5.

REMEDIES FOR DEFECTIVE PERFORMANCE

5.1.

In the event that the seller receives notification from the purchaser of defective performance pursuant to Clause 4 the seller shall investigate the alleged defect within a reasonable time. Where the seller is satisfied that the alleged defective performance is established and that the defect in question renders performance ineffective, it will:

5.1.1.

Replace any non conforming or lost goods; or

5.1.2.

Make good the shortfall; or

5.1.3.

If the above options are not reasonably practicable, refund the purchase price; and

5.1.4.

refund any return costs.

5.2.

The operation of Clause 5.1 will (subject to Clause 8.4) be the sole liability for non-conforming goods (defective product).

6

TERMINATION / CANCELLATION

6.1.

If the purchaser shall:

6.1.1.

fail to pay the seller on the due date any sum payable under this contract; or

6.1.2.

being an incorporated company or become insolvent or bankrupt or a petition is presented or a resolution passed for the liquidation (otherwise than for the purpose of amalgamation or reconstruction) or sequestration of the purchaser or a receiver, administrator, administrative receiver or judicial factor being appointed over all or any of the assets of the purchaser; or

6.1.3.

Not being an incorporated company shall have a winding-up, liquidation or equivalent order made against it; or

6.1.4.

enter into any composition or arrangements with its creditors; or

6.1.5.

be the subject of any event occurring in any jurisdiction outside Scotland which is analogous to any of the above; or

6.1.6.

If the purchaser shall commit a breach of any other obligation under this contract, the seller may, without prejudice to his other rights, either suspend deliveries under this contract, require payment in advance for all or any such deliveries or terminate this contract forthwith by written notice to the purchaser.

6.1.7

The Purchaser shall have the right at any time to cancel the whole or any part of the order and the Supplier shall forthwith arrange the economical cessation of work at its own sites and at those of its sub contractors. The Purchaser agrees to reach a fair and reasonable settlement with the Supplier for all liabilities and expenditures necessarily and properly incurred in connection with the order provided that such settlement shall not exceed the total price of the order.

7

FORCE MAJEURE

7.1.

The seller may, without liability, delay, reduce or ultimately cancel deliveries if the seller is prevented, hindered or delayed in manufacture or delivery by normal means or routes through circumstances beyond his reasonable control, including, but not limited to, employment disputes (including those involving his own employees), accidents, power shortages, breakdown of plant or machinery, shortages of raw material from normal sources, transport problems or shortages or governmental action or inaction.

7.2

Purchaser may, after written notice, cancel or reduce orders and purchase elsewhere at its own risk and cost. Seller shall be under no liability arising out of his failure to deliver and the period of this contract shall not be extended.

8

LIABILITIES

8.1.

Subject to Conditions 8.4 and notwithstanding anything contained in these conditions in no circumstances shall the seller be liable, in contract, tort (including negligence or breach of statutory duty) or otherwise, howsoever, and whatever the cause thereof; for

8.1.1.

any loss of profit, business, contracts, revenues or anticipated savings; or

8.1.2.

for any special indirect or consequential damage of any nature whatsoever.

8.2.

Subject to Condition 8.4 any liability for loss or damage to the physical property of the purchaser caused by the seller's negligence shall not exceed (£1,000,000) in respect of any one event or connected series of events.

8.3.

Subject to Condition8.4 except as stated above the entire liability of the seller for unremedied acts or defaults shall not exceed the contract price for the goods in question or (£10,000) whichever is the greater plus the return of the price paid in respect of the goods in question.

8.4.

If and to the extent that Section 7(3A) of the Unfair Contract Terms Act 1977 applies to the order, no provision of the terms and conditions shall operate or be construed to operate so as to exclude or restrict the liability of the seller for breach of the express warranties contained in Condition 2 or for breach of the applicable warranties as to title and possession implied into the terms and condition of the order by Section 12(3) of the Sale of Goods Act 1979.

8.5.

Nothing in this Clause 8 shall operate or be construed to operate to exclude or restrict the liability of the seller for personal injury and/or death caused by the seller's negligence or for the seller's fraudulent misrepresentations.

9.

GENERAL

9.1.

Jurisdiction
The order shall be considered a contract made in Scotland and shall be governed in all respects by the law of Scotland and the parties agree to submit to the exclusive jurisdiction of the Scottish Court.

9.2.

Assignment
The purchaser may not assign the contract without the seller's written consent.

9.3.

Waiver
Any indulgence or delay in enforcing any rights will not constitute any waiver of rights.

10.

EXPORT SALES

10.1

United Kingdom exports are subject to the following notwithstanding any other conditions:

10.1.1.

The delivery point and passing of all risk shall be in accordance with the latest revision of Incoterms, unless otherwise stated.

10.1.2.

Section 32(3) of the Sale of Goods Act 1979 (or any re-enactment) shall not apply.

10.1.3.

Delivery of any other arrangements, which the seller agrees to or is obliged to undertake beyond the delivery point per the agreed incoterm, shall be as the purchaser's agent and the purchaser shall pay all duties, charges or expenses incurred. Goods not taken in by the purchaser or purchaser's carrier may be warehoused at the purchaser's risk and cost.

10.1.4.

The purchaser shall reimburse the seller any additional costs or expenses incurred as a result of any delay or failure of the purchaser in performing its export obligations.

10.1.5.

The 1989 Convention on INTERNATIONAL Sale of Goods (The Vienna Convention) shall not apply.

10.1.6.

The purchaser shall advise the seller of any special requirements required for the importation of goods into the country of delivery.

10.2.

Import/Export Restrictions
The purchaser shall not deal with the goods in contravention of United Kingdom, United Nations, European Community, or other sanctions

11.

INTELLECTUAL PROPERTY RIGHTS

11.1.

Except as to material manufactured to designs or specifications of purchaser, seller agrees to indemnify and hold purchaser harmless from liability for costs and damages awarded against purchaser for infringement of any patent claims covering the product in the form in which it is furnished hereunder or the process used to manufacture the product, provided that the said liability results from the purchaser's use or sale of the product furnished. In no event shall seller be liable for the use or sale of the product furnished hereunder in combination with other materials or in the operation of any process.

11.2.

Purchaser agrees to indemnify and hold seller harmless from liability for costs or damages awarded against seller for infringement of any patent claims covering:

11.2.1.

the use by purchaser of the product furnished hereunder in combination with other materials or in the operation of any process or

11.2.2.

any product manufactured to designs or specifications of purchaser or the process used to manufacture such product provided that the seller has given purchaser prompt notice of any such claim for infringement brought against seller and has permitted purchaser to defend such claims.

11.3.

Except as provided for in Condition 11.1 and 11.2 in the event that any claim is made against the purchaser for infringement of intellectual property rights ("IPR") arising directly from the use or sale by the purchaser of the goods, the seller at his own expense shall conduct any ensuing litigation and all negotiations for a settlement of the claim. The seller will bear the cost of any payment (either by way of a lump sum or continuing royalty payment) made in settlement, or as a result of an award in a judgement against the seller in the event of litigation.

11.4

The benefit of this condition is granted to the purchaser by the seller only in the event that the purchaser;

11.4.1

shall give the seller the earliest possible notice in writing of any such claim being made or action threatened or brought against it;

11.4.2.

shall make no admission of liability or take any other action in connection therewith;

11.4.3.

shall permit the seller to have the conduct of the claim pursuant to this condition; and

11.4.4.

shall (at the seller's expense) give all reasonable information, co-operation and assistance to the seller (including without limitation lending its name to proceedings) in relation to the conduct of the claim.

11.5.

In addition, if it is made a condition of any settlement made by the seller, or judgement awarded against the purchaser, pursuant to this condition, the purchaser shall return or destroy, as applicable, all infringing goods still under its control subject to a refund by the seller of any payment for such goods already made less a reasonable allowance for depreciation of the goods by reason of their use (if any) by the purchaser prior to their return or destruction as aforesaid.

11.6

For the purpose of this condition, the term IPR means patent, registered designs, unregistered designs, registered trademarks and copyright only, having effect in the United Kingdom.

11.7.

The foregoing states the seller's entire liability to the purchaser and the purchaser's sole and exclusive remedies against the supplier in connection with claims based or resulting from the infringement of intellectual property rights, of any kind whatsoever of third parties.

12

PACKAGES

12.1.

Without prejudice to the generality of the word "packages" shall include bags, carboys, cylinders, drums, pallets, tank wagons and other containers.

12.2.

Where the purchaser has an option to return packages and does so, the purchaser must return such packages empty, securely closed, in good order and external clean unless agreed otherwise. The purchaser must consign packages "carriage paid" (unless otherwise agreed) from the point of delivery to the supplying works or depot indicated by seller, and must advise the seller on date of despatch.

12.3.

"Loaned packages" remain the property of the seller at all times. The purchaser must make them available as soon as possible for return to the supplying works or depot indicated by the seller, ensuring that they are correctly labelled. Seller will arrange transport upon request unless agreed otherwise. Such packages must be securely closed and in clean external condition unless agreed otherwise. Packages can be returned containing residual products by agreement with the seller. In these cases transport arrangements must be agreed with the seller and the purchaser shall comply with current statutory requirements pertaining to the labelling and carriage by road of dangerous substances. Any packages not returned or not returned in good order and condition within a reasonable period (not exceeding 3 months) shall be paid by the purchaser at the seller's standard rate operating at the date of issue by the seller to the purchaser of a debit not relating to such packages unless failure to return, or damage to, the packages is due to any cause of which the seller accepts responsibility under 12.4 below.

12.4

Loss or Damage

12.4.1

Loss or damage to packages stated to be sellers property shall be for the seller's account, if the loss or damage occurs prior to the point of delivery and notice has been given to the seller, or if the loss or damage occurs after the packages have been handed to the seller or to a carrier for return to the seller, and if in the later case prior advise of despatch has been given to the seller.

12.4.2.

All other loss or damage to the packages shall be the purchaser's responsibility

12.4.3.

The purchaser must immediately notify the seller of any loss or damage to the packages however caused while the packages are in the purchaser's possession or control.

13.

HEALTH AND SAFETY

13.1.

Unless agreed the seller should provide the purchaser with health and safety information and product literature concerning the goods supplied hereunder and their use. Should the purchaser require any further information or advice in connection with the said use of the goods in question, the purchaser shall immediately contact the seller.