1. Terms of use· In all transactions D. COLE SUPPLIES. shall be called 'The Company '.· In all purchases of goods or services from 'The Company' the purchaser shall be called 'The Purchaser'.· In all purchases of goods or services by 'The Company' the vendor shall be called 'The Supplier '.· Estimated or Estimate shall mean statement of approximate cost only.· Quotation or Quoted shall mean current price at that point in time· Tender shall mean work priced on a written specification supplied by the purchaser prior to contract and containing written conditions of quoting.· Order shall mean a binding commitment to purchase goods or services from 'The Company' and may be given either in writing or verbally (in person or by telephone) by the Customer or its authorised agents or employees.· Surcharge shall mean a sum charged in addition to the original sum agreed. A surcharge may be applied by 'The Company' where any failure in, or breach of, contract however arising shall occur.

2. Conditions of Quoting or Estimating or Tendering or Supplying. In all cases the company reserves the right, prior to acceptance of any Purchaser's verbal or official written order and/or supplying to :-· Refuse any order or supply at its discretion and without penalty.· Revise and change any term or detail contained within any quotation or estimate or tender.· Withdraw any part of or full quotation as the company may choose without penalty.· Withdraw prior to commencement of supply / delivery without penalty.

3. Pricing and availability· In all cases all pricing and availability of materials and services are :-· (i) strictly at the time of submission and can be varied prior to acceptance by the company.· (ii) strictly at the time of ordering and may be varied prior to collection or delivery due to changes in availability or price brought about by third parties or others beyond 'The Company's' direct control

4. Collection and / or delivery.(a) All collected goods and materials shall be deemed to have been inspected and selected as of merchantable quality, being in all respects suitable in quality and quantity for the use and purpose for which they are intended.(b) All delivered goods and materials shall be inspected at the time of delivery by the Purchaser or its agent / nominee. Where the Purchaser fails to make inspection at the point and time of delivery or where a signature of safe delivery is not forthcoming, then the goods will be deemed to have been fully delivered and in good condition and no later claim for loss or damage will be considered.(c) In all cases the passing of the goods will form a full acceptance and constitute a clear agreement to pay in full. Sole title to the goods will remain with the company until full payment is made upon the goods. See : Section 9.

5. Site delivery conditions · The Purchaser or his agent/nominee shall provide suitable personnel and unloading facilities to receive all goods and services as ordered in an efficient, safe manner.· All goods will be delivered to the purchaser's goods inwards, loading bay site reception, or other premises at a point agreed as suitable for unloading by the company. All unloading is assumed to be at ground level.· Where the site is not adjacent to the unloading area, the customer is then responsible for onward transmission.

6. Claims for loss or damage.· Where not notified in writing upon the company's official documentation at the time of collection or delivery (as per 4 (a) & (b) above). No subsequent claim for shortage, loss, damage, or any other cause (except matters affecting warranty) will be entertained by the company. Other than as an act of goodwill by the company and without prejudice to the company's contractual rights.· Where shortage, loss, or damage has occurred the company limits it's liability to extend only to repair or re-placement of the actual item and not extend to any further claim of loss or damage however occurring.

7. Matters of Warranty or Guarantee.· Where goods are supplied under the cover of manufacturers or other suppliers Guarantee/ Warranty : Then the company will act in good faith to secure suitable repair or replacement and will only act upon the advice of the original supplier with regard to remedy. In the event of dispute between the parties : In all cases : The company will be bound by English law.

8. Security of delivered goods.· The purchaser accepts responsibility for secure and safe storage of all goods, materials, products and equipments from the moment of delivery. From the moment of delivery all liability without exception passes to the purchaser.

9. Ownership of the goods (Title).· Until full payment is effected in agreement with all sections of the company's terms and conditions of sale and purchase ownership of the goods will remain with the company. The purchaser will hold the goods for the company only as fiduciary owner. Title to the goods will only pass to the purchaser upon full payment of the sum due to 'The Company'.· The fiduciary owner agrees to securely store and keep safe and in a manner and form that the goods may be identified. · Nevertheless the fiduciary owner may as a sub sale : sell the goods to a third party and deliver them or install the goods as part of a contract to a third party within the normal framework of the purchaser's business but only on condition that the proceeds to the value of the limit of the sums owing to the company shall be held in trust for the company.· And that if so required by the company : the purchaser shall assign to the company any claims it has against the third party arising out of the sub sale · Up to the limit of the amount owing to the company.

10. Payment Terms.(a) All goods collected or supplied to purchasers other than agreed account holders will pay the full value of the goods upon receipt…Or with order (i) 50% Deposit required on all sanitary-ware goods where to be collected.(ii) 100% Payment on sanitary-wares for home or site delivery. · Account holders will pay all outstanding sums due by the 30th day following the month of receipt of goods.· All new accounts must supply a suitable bank reference and two suitable trade references, where so required by the company. · All payments not made by the due date will be subject to interest at the rate of 2½ % (two and one half percent) of all sums outstanding. For each calendar month or part thereof until final settlement. (b) V.A.T. Will be charged on all sales as applicable.(c) Late Payment Surcharges. In the event of late payment, dispute, collection (by the company or by others ) administration or legal action or any other action for recovery (without exception) the company shall be entitled to all costs and disbursements however arising. (a full list of the charges are available upon written request). In addition to those statutory rights in law. In the event of any dispute the company reserves the right to refer any Unresolved matter to independent arbitration or any other body as it may deem suitable to resolve such dispute and claim all further costs arising .

11. Acceptance of Supplier Goods. The supplier shall deliver goods to the company in a form and manner permitting safe unloading by reasonable manual means (ie not requiring cranes, lift trucks or other mechanical handling equipment).(a) All deliveries shall be unloaded and delivered into the company's stores by the supplier' delivery personnel / agents / contractors.(b) Where delivery is effected by the supplier directly to a site other than the company's premises the supplier shall obtain a signature for delivery of goods in good order and provide a clear and readable copy to the company.(c) Where a signed delivery note is not produced payment for goods will be withheld against proof of accepted delivery.(d) Where full delivery of goods cannot be made as a single supply the supplier must inform the company and obtain the company's approval. STATUTORY CONDITIONS:

12. Compliance to law: All contracts and operation of contracts will be subject to English law unless specifically excluded in writing.· Where within the foregoing ; any part, condition, term, phrase, paragraph, sentence, or other may be found not to apply to any current statute or ruling in English law. Then : that part will have no effect on the performance of the remaining parts of the contract. EXCLUSIONS:· All the above sections will apply fully unless specifically excluded in writing by the company.. This agreement shall constitute the whole contract between the company and the customer/supplier and may not be amended or varied except by a document signed by a duly authorised representative of the company.· If the purchaser/supplier cancels this contract for any reason whatsoever that party shall indemnify the company against all loss damage claims or actions arising out of such cancellation unless otherwise agreed in writing by the company.

Dated: 4th Jan 2001