1. ACCEPTANCE:

1.1 These terms and conditions of sale form part of every quotation, offer or contract of sale between Airtek Fan Solutions Limited
(Company number 05214605) (Seller) and any buyer (Buyer) of goods (Products).
1.2 The warranties, representations and undertakings (if any) contained in these terms and conditions are the only warranties,
representations and undertakings that apply to the Products and the Contract (whether made orally or in writing by any person
acting or purporting to act on behalf of the Buyer or the Seller) unless agreed in writing by the Seller and such agreement contains
a specific reference to the warranty, representation or undertaking.
1.3 These terms and conditions supersede any previous agreements, arrangements or negotiations between the Buyer and the Seller in
relation to the supply of Products. However, in the case of a conflict between these terms and conditions and a term of the
Contract, the term of the Contract shall prevail.
1.4 The Seller shall provide the Buyer with an offer in the form of a quotation for the Products ( Offer). The receipt by the Seller of a
purchase order will be deemed a definite acceptance of the Offer if the Buyer’s order does not conflict with the terms of the Offer in
respect of the description of the Products, quantity, price and delivery schedule and the contract will be binding for the purchase of
the Products (Contract).
1.5 Each order is divisible. Each delivery made hereunder shall be deemed to arise from a separate order and shall be invoiced separately;
any invoice for a delivery shall be payable in full in accordance with the terms of payment provided for herein, without reference to
and notwithstanding any defect or default in delivery of any other instalment.
1.6 The Seller is a business-to-business supplier. Notwithstanding the foregoing, nothing in these terms and conditions shall affect the
statutory rights of a Buyer who deals as a consumer.

2. DELIVERY:

2.1 Delivery is on an “ex-works” basis and the Seller fulfils his obligation to deliver the Products when he has made the Products
available to the Buyer at the Seller’s premises.
2.2 The terms “deliver”, “delivery”, “delivered” or “undelivered” shall be interpreted in accordance with condition 2.1 in these terms
and conditions unless expressly stated otherwise.
2.3 If the Seller agrees to deliver the Products, any delivery dates (including any delivery dates for Transit, if applicable) are
approximate only and time shall not be of the essence for any quoted delivery dates.
2.4 Any late delivery of the Products beyond a quoted date for delivery (including in Transit if applicable) shall not entitle the Buyer
to terminate or rescind the Contract until the delay exceeds 60 days.

3. CANCELLATION AND RESCHEDULING:

3.1 The rescheduling or cancellation of Products by or on behalf of the Buyer will not be accepted if received by the Seller less
than 25 days prior to the scheduled delivery date or the first delivery date if the Products are to be supplied or provided by
increments.
3.2 Subject to condition 3.3, outside the 25 days, a delivery of Products may be rescheduled without charge.
3.3 Where a delivery of Products is cancelled more than 25 days from the said delivery date the Seller reserves the right to charge
the full Payment Price if an advance inventory of special material was or is being procured to satisfy the Buyer’s requirements for
the Products.
3.4 Any request to reschedule or cancel a delivery of Products should be made in writing by or on behalf of the Buyer to the Seller
in accordance with condition 14.

4. OVER AND UNDER DELIVERY:

4.1 On all deliveries the Buyer agrees to accept as satisfaction of the Contract and pay the unit price in the Contract (or calculated
pro rata from the Contract) for the quantities actually delivered, even though these quantities may vary from those stipulated in the
Contract, unless the variation of over or under delivery exceeds 10% of the quantity of Products in the Contract (Variation).
4.2 Where the Variation exceeds 10%, the Buyer must contact the Seller within 24 hours of delivery to inform of the quantity
delivered and to try to agree a solution.
4.3 If, within 48 hours from delivery, the Buyer and Seller shall not be able to agree a solution in accordance with condition 4.2, the
Seller shall propose a reasonable solution (Proposed Solution) to the Buyer which will be final and not open to negotiation.
4.4 If the Buyer chooses not to accept the Proposed Solution or fails to advise of the Variation in accordance with condition 4.2, the
Buyer is deemed to have accepted the Products delivered as satisfaction of the Contract and shall pay the unit price in the
Contract (or calculated pro rata from the Contract) for the quantities actually delivered including any increased delivery charge
resulting from an over delivery immediately, or where agreed in writing by the Seller within 30 days of the end of the month in
which the Seller’s invoice for the Products was issued.

5. TERMS OF PAYMENT:

5.1 The price of the Products is the price set out in the Contract (Payment Price).
5.2 Subject to conditions 5.3 and 5.4, payment by the Buyer of the Payment Price is to be made within 30 days of the end of the
month in which the Seller’s invoice for the Products was issued.
5.3 Where a Buyer wishes to make payment by cheque such payment must be made not less than 14 days in advance of any
works being carried out by the Seller.
5.4 The Seller, at its absolute discretion, may require full or partial payment in advance at the time the Contract is made.
5.5 Time for payment of the Payment Price shall be of the essence.
5.6 If payment is not made at the time requested by the Seller in accordance with conditions 5.3 and 5.4, the Seller may at its
discretion suspend or terminate the Contract in whole or in part. If the Seller elects to suspend or terminate the Contract, it shall do
so by giving 5 days notice in writing to the Buyer and the Seller shall be entitled to recover from the Buyer all costs, expenses,
fees, penalties, damages, compensation and any other liabilities which it has incurred or incurs as a consequence of the
suspension or termination.
5.7 The Seller reserves the right to use invoicing finance services from its bank (Bank) to process payment for the Products and the
Buyer agrees to comply with the requirements of the Seller and the Bank in this regard.

6. PRICE ADJUSTMENT:

6.1 The Seller reserves the right to increase the price of its Products at any time prior to delivery in the following circumstances:
(i) to reflect an increase in the cost to the Seller due to any factor beyond the Seller’s control; or
(ii) to correct errors or omissions in the Contract.
6.2 The Seller shall, as soon as practicably possible, advise the Buyer of the increase in price ( Revised Payment Price) and the
Buyer shall have 5 days in which to confirm or cancel the Contract. The Seller’s obligations under the Contract shall be suspended
until confirmation is received from the Buyer that the Revised Payment Price is accepted. On recommencement of the Contract at
the Revised Payment Price, any previously quoted delivery dates (including for physical delivery) shall be extended
proportionately to reflect the period of suspension.
6.3 If the Buyer fails to either accept or cancel the order within 5 days from being advised of the Revised Payment Price, the Buyer
shall be deemed to have accepted the Revised Payment Price and the Seller shall proceed with the order and any previously
quoted delivery dates (including for physical delivery) shall be extended proportionately to reflect the period of delay.

7. RISK OF LOSS/STORAGE/PRODUCTS IN TRANSIT:

7.1 The Seller may agree in writing to physically deliver (Transit) the goods to the Buyer.
7.2 Transit of the Products shall be by any means and by any carrier which the Seller, at its sole discretion, shall choose.
7.3 All risk of loss or damage to the Products shall be borne by the Buyer from delivery in accordance with condition 2.1.
7.4 Although the Seller will not be liable for any damage or loss following delivery caused by or occurring during Transit of the
Products, the Seller may, at its sole discretion, endeavour to seek recovery from the carrier of the amount of any such damage or
loss provided that notification of such damage or loss is given by the Buyer to the Seller in writing within 24 hours of receipt of the
Products. If any such monies are recovered, the Seller shall pay the monies to the Buyer less any sums which the Seller considers
to be appropriate so as to cover any time spent and expenses, costs and fees incurred by the Seller in connection with the
recovery.
7.5 Any property of the Buyer’s left at the Seller’s premises will be at the Buyer’s risk. Deliveries delayed on account of the Buyer
for any reason will be subject to reasonable storage and handling charges to be raised by the Seller. Where delivery is delayed on
account of the Buyer for any reason, the Seller may but is not obligated to store or handle the Products in such a way as the Seller
deems appropriate for a maximum period of 8 weeks. The Seller shall have no obligation to insure the Products in storage and
gives no warranty to the Buyer as to the storage conditions. The Products will be at the Buyer’s risk at all times whilst in storage.
After the said 8 weeks have passed, the Seller shall be entitled to dispose of, resell to an alternative buyer, continue to store or
take any action in respect of the Products which it deems fit and the Seller shall be entitled to recover on demand from the Buyer
the Payment Price (or any shortfall in the Payment Price where the Seller resells the Products to an alternative buyer), plus all
costs, expenses, fees, penalties, damages, compensation and any other liabilities which it has incurred or incurs, including
ongoing storage costs.
7.6 Where the Buyer returns the Products or a part of the Products in accordance with these terms and conditions, the Buyer shall
not instruct or use a carrier without first obtaining the Seller’s approval for that carrier in writing.
7.7 Where the Buyer returns the Products or a part of the Products in accordance with these terms and conditions, the Products
shall be at the Buyer’s risk until after they have been unloaded by the Buyer (or the carrier if applicable) at the Seller’s premises.

8. WARRANTIES:

8.1 The Products will be manufactured in accordance with the description stipulated in the Contract, if any, and of sound material
and with good workmanship in accordance with the quality specification of the Contract, if any.
8.2 The Seller does not warrant that the Products will be fit for the Buyer’s specific purposes unless otherwise agreed in writing by
the Seller.
8.3 If any defect, of a kind not discoverable upon a reasonable inspection of the Products on delivery in accordance with condition
10.1 should arise within one year of and including the date of invoice, and provided that the Buyer notifies the Seller in writing of
such a defect within 10 days of the defect arising and returns the Products in accordance with clause 10.3, the Seller shall, at its
discretion, make reasonable efforts to repair or replace the damaged Products free of charge or refund the Payment Price if the
fault is caused through any fault in design, materials or workmanship in the manufacture or supply thereof.
8.4 These warranties shall not apply to any defect which arises from improper use, failure to follow product instructions, incorrect
incorporation into or assembly with other machinery or any repair or modification made with or without the consent of the Seller.
8.5 The remedies set out above shall be the Buyer’s sole remedies for any breach of warranty and in respect of the supply of
Products and any related services.
8.6 The Buyer shall have no remedy in respect of any untrue statement made to it upon which it relied in ordering the Products
(unless such untrue statement was made knowing that it was untrue) other than the remedies set out in these terms and
conditions.
8.7 All implied warranties, terms and conditions (whether statutory or otherwise) concerning the supply or non-supply of products
and/or services are excluded from these terms and conditions to the full extent permitted by law.
8.8 The Seller will not be liable to the Buyer for any loss, damage or liability of any kind whatsoever arising out of the breach of
implied warranties, terms and conditions (statutory or otherwise) or breach of any other duty of any kind imposed on the Seller by
the operation of law.
8.9 The Buyer acknowledges that it is responsible for ensuring that the Products it orders and purchases are fit for the purposes for
which it intends to use them.

9. LIABILITY:

9.1 The Seller shall not be responsible whether in contract or tort or otherwise howsoever for:
(i) Consequential loss or damage (which shall include loss of use or profits) caused by or arising out of the use of the Products,
including in the incorporation, installation, removal and/or re-installation of the Products regardless of whether the Products
are recognised to be faulty by the Seller or not, or for any other loss, damage or injury of any kind whatsoever.
(ii) Loss or damage occurring through any failure by the Buyer using the Products for purposes not specifically approved in
writing by the Seller.
(iii) Loss or damage occurring during the loading process of any transit vehicle of any kind at the Seller’s premises by the Buyer,
(or by a carrier in the case of Transit).
9.2 When the Products contain parts not manufactured by the Seller, the Buyer shall be entitled only to the benefit of any
guarantee, condition or warranty, if any, which the Seller shall have received in respect thereof and only to the extent that the
Seller can enforce the same. The Buyer must give the Seller notification and full details of the defect in writing at least 10 days, (or
such longer period of time of which the Buyer is or should reasonably be aware, before the warranty period expires to enable the
Seller reasonable time to notify the manufacturer within the warranty period and comply with any necessary obligations on the
Seller to enable it to rely on the warranty). The Buyer shall immediately return the alleged damaged Products to the Seller and
provide all reasonable assistance as the Seller shall request. The Buyer shall allow the Seller access to their premises, other
products, records or such as is necessary to enable the Seller to investigate, assess and make the warranty claim. The Buyer
shall provide all information requested by the Seller, including but not limited to information on methods of handling and storage of
the Products, the condition of the Products and the alleged defect. The Buyer shall assist and join the Buyer in making a warranty
claim against any third party in respect of the alleged defective or damaged Products if requested to do so by the Seller. If there is
any failure, restriction, delay or refusal on the part of the Buyer in complying with this condition, then the Seller shall not be liable to
the Buyer for any defect in or damages relating to the Products and the Seller shall not be obligated to pursue any relevant
warranty claim in respect of the Products.
9.3 The Seller shall not be liable in contract or in tort or otherwise howsoever for any loss or damage, including consequential loss
or damage arising from a delay in manufacture or delivery howsoever caused or any delay in or failure of Transit after the Products
have left the Seller’s premises.
9.4 The Seller shall not be liable in contract or in tort or otherwise howsoever for any loss, damage or injury where patterns, jigs,
fixtures drawings specifications or other particulars supplied by the Buyer are inaccurate or in a defective condition and the Buyer
shall indemnify the Seller and keep the Seller indemnified against any claims, demands, damages, penalties, costs and expenses
suffered by Seller by reason of such inaccuracy or defective condition.
9.5 Where any design, drawing or specification of the Buyer relating to the Products is changed at the request of the Buyer, the
Seller shall not be liable to the Buyer (in contract or in tort or otherwise howsoever) either:
(i) for any loss damage; or
(ii) for any injury to persons arising out of any defect or default on the part of the Seller in any changed design, drawing or
specification.
9.6 If notwithstanding other provisions in these terms and conditions any liability attaches to the Seller, the Seller’s liability to the
Buyer arising out of or in connection with these terms and conditions or any Contract whether in contract, tort or otherwise in
respect of any:
(i) express or implied terms of the Contract between the Seller and the Buyer; or
(ii) any duty of any kind imposed on the Seller by law arising out of or in connection with the Contract; or
(iii) any defect in the Products or any supply of services; or
(iv) any infringement of intellectual property rights; or
(v) any other loss howsoever arising out of these terms and conditions;
shall be limited in aggregate to £50,000 for any one event or a series of events.
9.7 Nothing in these terms and conditions shall exclude or limit the liability of the Seller for death or personal injury caused by the
negligence of the Seller, or for fraud.

10. RETURNS:

10.1 The Buyer must inspect the Products on delivery (or upon receipt in the case of Transit) and must notify the Seller in writing
within 24 hours from the time of delivery (or receipt in the case of Transit) of the Products of any alleged shortage in quantity,
damage or failure of the Products to comply with description or sample.
10.2 The Buyer shall if requested give the Seller full opportunity and access to inspect such Products.
10.3 If the Products alleged to be defective are returned within 10 days to the Seller at the Buyer’s cost for examination together
with a full statement of the alleged defect, the Seller will, at its sole discretion, repair or replace the Products if they are defective in
a manner which makes the Seller liable. If the Seller deems it appropriate, the Seller shall refund the return carriage.
10.4 Replacement products will be delivered in Transit free of charge to the same destination as the Products unless agreed
otherwise in writing by the Seller.
10.5 Where the Buyer returns Products not in accordance with conditions 10.1 or 10.3 above, the Seller may refuse the return
and/or send back the Products to the Buyer at the Buyer’s expense.
10.6 No claim shall be made by the Buyer for Products which are subsequently replaced or repaired by the Seller in accordance
with the provisions of this clause.
10.7 If the Buyer fails to notify the Seller that the Products are in any way defective within 24 hours from the date of delivery (or
receipt in the case of Transit), the Buyer is deemed to have accepted the Products as being fully in accordance with the Contract.

11. PROPERTY AND RISK

11.1 Legal and beneficial ownership of the Products supplied by the Seller shall remain the Seller’s until the Payment Price for the
Products has been received by the Seller as well as any other sums due to the Seller under any other contract made with the
Buyer hereinafter or until the property is vested in some other person by the operation of any statute. Until ownership passes the
Buyer must keep the Products free from any charge, lien or other encumbrance.
11.2 Whilst the Products are subject to the Seller’s beneficial or legal ownership, the Buyer shall not mix the Products (or cause the
Products to be mixed) in any way with any other goods.
11.3 Subject to condition 11.2, if, while subject to the Seller’s beneficial or legal ownership the Products or any part of them:
(i) shall be so affixed to other goods so that they cannot be removed without causing material damage to the Products, or
(ii) are intermingled with other goods in such a way that although both the Products and the other goods retain their respective
characteristics (if any) it is no longer possible to distinguish them, or
(iii) are mixed processed or converted into other goods so that they lose their separate identity and either become part of entirely
new goods or are used in the production of such entirely new goods;
then the Buyer shall hold such goods which result from any combination or usage of the goods covered by (i) (ii) or (iii) above
(Mixed Goods) on trust for the Seller as security for the payment in full for the Products.
11.3 Where the Buyer re-sells the goods or any of the Mixed Goods before full payment for the Products has been made, the
Seller’s beneficial title shall attach to the proceeds of sale (which expression in this clause includes any right to claim for such
proceeds) and the proceeds of sale shall be charged to the Seller as security for the payment in full of the Payment Price for the
Products as well as any other sums due to the Seller under this Contract or any other contract made with the Buyer hereinafter.
Where the proceeds of sale are less than the Payment Price, the Buyer shall immediately pay to the Seller the difference between
the proceeds of sale and the Payment Price.
11.4 The Seller may at any time and from time to time until title has passed in the goods require them to be returned to him and if
this requirement is not immediately complied with may retake possession of the goods and may enter any premises of the Buyer
for such purpose and sever the Products from anything they are attached to without being responsible for any damage caused.
Such return or retaking of possession shall be without prejudice to the obligation of the Buyer to pay the Payment Price.
11.5 The Seller may maintain any action for the Payment Price or any other sums due under the Contract notwithstanding that the
property in them may not have passed to the Buyer.

12. SAFETY REGULATIONS:

12.1 The Buyer acknowledges that the Products are sold under an EC Declaration of Incorporation and must therefore be
incorporated into or assembled with other machinery.
12.2 It is the responsibility of the Buyer to ensure that any Products purchased comply with CE, safety and any other guidelines, or
laws of the land where the Products are to be used, imported or sold.

13. FORCE MAJEURE:

13.1 A force majeure event is any event beyond the reasonable control of the Seller. If the Seller is prevented or restricted from
carrying out all or any of its obligations under the Contract and/or these terms and conditions by reason of any force majeure
event, then the Seller shall be relieved of its obligations during the period that such an event continues, and shall not be liable for
any delay and/or failure in the performance of its obligations during such period. If the force majeure event continues for a period
longer than 60 days, the Seller may cancel the affected Contract without any liability to the Buyer.

14. NOTICES

14.1 Any notices or communications to be served on either the Buyer or the Seller pursuant to the Contract shall be sent by
registered 1st class post or hand-delivered to the address of the other party as specified on the invoice, unless either party advises
the other of an alternative address in writing.
14.2 A notice or communication sent or hand-delivered by the Buyer to the Seller shall be deemed served on actual receipt by the
Seller.
14.3 A notice or communication sent by the Seller to the Buyer shall be deemed served when posted or hand-delivered by the Seller
in accordance with condition 14.1.

15. DATA PROTECTION:

15.1 The Seller may keep and use personal details of the Buyer and its employees for the purpose of providing the Products and
any related services.

16. LAW AND JURISDICTION:

16.1 The Contract shall be subject to and interpreted in accordance with English law and the Buyer and Seller hereby irrevocably
submit to the non-exclusive jurisdiction of the English Courts in all matters arising out of the Contract.

17. ASSIGNMENT:

17.1 The Buyer shall not assign, charge, deal with or subcontract any of its rights or obligations under the Contract.
17.2 The Seller shall be entitled to assign, charge, deal with or subcontract any of its rights under the Contract.

18. VARIATION:

18.1 No variation of this agreement shall be effective unless it is in writing and expressly accepted by both parties.

19. SEVERENCE:

19.1 If any provision or part-provision of these terms and conditions becomes invalid, illegal or unenforceable, it shall be deemed
modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant
condition, provision or part-provision shall be deemed deleted from the remaining conditions and provisions which shall continue
to be valid and enforceable to the fullest extent permitted by law.

20. GENERAL:

20.1 Paragraph headings shall not affect the interpretation of these terms and conditions.
20.2 Any reference to a person under these terms and conditions shall include a natural person, corporate or unincorporated body
(whether or not having separate legal personality) and vice versa.