Standard Terms & Conditions

HYTRO LIMITED - TERMS AND CONDITIONS OF TRADING (“Conditions”)

These Conditions shall apply to the details of the purchase order/pro forma invoice to which it is attached and to any contract between Hytro Limited (company number: 12161623) (the “Supplier”) and the addressee as stated in the purchase order/pro forma invoice to which these Conditions are attached (the “Customer”) for the supply of the products (the “Products”) detailed in this order. These Conditions shall override any contrary, different or additional terms or conditions (if any) contained on or referred to in the order or other documents or correspondence from the Customer, and no additions, alterations or substitutions of these terms will be binding unless they are expressly accepted in writing by both parties.

1. Supply of the Products

1.1 In respect of all Products that form part of an order, the Supplier shall use reasonable endeavours to deliver the Products to the agreed delivery location by the relevant estimated delivery date. In respect of each order, the Supplier shall provide an estimated dispatch and delivery date to the Customer within 5 business days of the order being approved. All delivery dates are approximate only, and the time of delivery is not of the essence.

1.2 The Supplier warrants that the Products shall:

1.2.1 conform in all material respects with their description;

1.2.2 be free from material defects in design, material and workmanship; and

1.2.3 be fit for any purpose held out by the Supplier.

1.3 In view of the commitments as to the compliance of the Products with relevant specifications in clause 1.2 above, any terms that may be implied into this Agreement by operation of law are, to the fullest extent permitted by law, excluded from this Agreement.

1.4 Delivery is completed on the collection of the Products by the carrier appointed by the Supplier.

1.5 If the Supplier fails to deliver any Products by the relevant estimated delivery date, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price of the Products. the Supplier shall have no liability for any failure to deliver Products to the extent that such failure is caused by:

1.5.1 an event that was outside of the reasonable control or foresight of the Supplier; or

1.5.2 the Customer’s acts or omissions or the relevant Customer fails to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Products.

1.6 If 10 business days after the day on which the Supplier or its carrier attempted to make delivery, the Payer still has not taken delivery of those Products, the Supplier may resell or otherwise dispose of part or all of the Products, without any liability to the Customer.

1.7 The Supplier shall, at its option, repair or replace any Products that are found to be defective, or refund the price of such defective Products in full, which shall be the Customer’s sole and exclusive remedy.

1.8 The Supplier shall not be liable in respect of any defective Products if:

1.8.1 the Customer makes any further use of such Products after giving to the Supplier notice that they are defective;

1.8.2 the defect arises because the Customer failed to follow the Supplier's oral or written instructions as to the storage, use or maintenance of the Products or good trade practice regarding the same;

1.8.3 the Customer alters or repairs such Products without the written consent of the Supplier;

1.8.4 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or

1.8.5 the Products differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

1.9 The terms of this clause shall apply to any repaired or replacement Products supplied by the Supplier.

2. Payment, Delivery and Risk

2.1 The price for the Products shall be as set out in the order (“Price”). The Customer shall pay all amounts due to the Supplier in full without any deduction, set off or withholding, no later than 30 days from the date of the relevant invoice. Payment for the Products may be made by bank transfer to the Supplier’s bank account nominated in writing, unless the Supplier confirms otherwise in writing.

2.2 Notwithstanding anything to the contrary in these Conditions or any order, the Supplier may request the Customer to pay all or part of the Fees before the Supplier dispatches any Products that form part of an order, where such right is exercised by the Supplier, then the Supplier’s acceptance of such an order shall be conditional on receipt in advance of all applicable Fees. Where part payment is requested by the Supplier upfront, any remaining balance shall become payable upon completion of delivery and the Supplier issuing its invoice for the same.

2.3 Time of payment is of the essence.

3. Limitation of Liability

3.1 Nothing in these Conditions shall limit or exclude Supplier's liability for:

3.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);

3.1.2 fraud or fraudulent misrepresentation; or

3.1.3 any matter in respect of which it would be unlawful for Supplier to exclude or restrict liability.

3.2 Subject to clause 3.1 above:

3.2.1 the Supplier shall not be liable to the Customer whether in contract, tort (including negligence), misrepresentation, restitution or otherwise, for any loss of profit, loss of revenue, loss of reputation, loss of goodwill, wasted expenditure or any indirect, special or consequential loss arising under or in connection with these Conditions or any order to which they are attached;

3.2.2 the Supplier's total liability to the Customer or all other losses arising under or in connection with the supply of the Products, whether in contract, tort (including negligence), misrepresentation, restitution or otherwise, shall not exceed the billed amount in respect of the relevant order; and

3.2.3 the Supplier shall not be liable for any loss or damage which arises as a result of the Customer’s failure to use the Products in accordance with any instructions provided by the Supplier from time to time.

4. Applicable law and Jurisdiction

These Conditions and any disputes arising out of or in connection with it (including non-contractual disputes) shall be governed by the laws of England and the parties agree to submit to the exclusive jurisdiction of the English courts.

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HYTRO AMERICA INC. - TERMS AND CONDITIONS OF TRADING (“Conditions”)

These Conditions shall apply to the details of the purchase order/pro forma invoice to which it is attached and to any contract between Hytro America Inc. (the “Supplier”) and the addressee as stated in the purchase order/pro forma invoice to which these Conditions are attached (the “Customer”) for the supply of the products (the “Products”) detailed in this order. These Conditions shall override any contrary, different or additional terms or conditions (if any) contained on or referred to in the order or other documents or correspondence from the Customer, and no additions, alterations or substitutions of these terms will be binding unless they are expressly accepted in writing by both parties.

1. Supply of the Products

1.1 In respect of all Products that form part of an order, the Supplier shall use reasonable endeavors to deliver the Products to the agreed delivery location by the relevant estimated delivery date. In respect of each order, the Supplier shall provide an estimated dispatch and delivery date to the Customer within 5 business days of the order being approved. All delivery dates are approximate only, and the time of delivery is not of the essence.