1. General. In these terms and conditions “ICE” means “InnCellar Equipment Ltd” specifically quoting or selling goods and services as denoted by the attached quotation and/or correspondence, and “the Buyer” means a company, person/customer who places an order with ICE for repair, service and/or supply of goods.

2. Applicable Conditions. These conditions shall apply to all contracts for the sale of goods or supply of services, entered into by ICE to the exclusion of all other terms and conditions whether expressed or implied. No variation of/or additions to these terms and conditions shall be binding upon ICE unless expressly accepted by ICE in writing by both of the partners. No waiver by either party of any breach of the terms and conditions herein contained to be performed by the other party shall be construed as a waiver of any subsequent breach, whether of the same or of any other terms and conditions thereof.

3. Acceptance. Unless otherwise stated in writing, all quotations and estimates by ICE are invitations to treat. The Buyers order is an offer and will become binding upon ICE acknowledging. ICE reserves the right to accept/refuse orders, also to cancel or suspend delivery under any incomplete order. Unless previously withdrawn all quotations are open for acceptance within thirty days only from the date thereof.

4. Delivery(a) Where the goods are to be delivered by ICE in the UK “delivery” shall mean delivery onto the carriers vehicle. On delivery of the goods shall cease to be at ICE risk and shall be at the sole risk of the Buyer. Delivery dates where given, are an estimate only and no liability is accepted for late or non-delivery.

5. Carriage and Acceptance of Goods. Unless otherwise agreed, the Buyer is responsible for all transportation of goods ex-factory, where ICE undertakes the same it is at the risk and expense of the Buyer. It is the Buyers responsibility to check the goods on receipt and the Buyer shall be deemed to have accepted the goods if the Buyer does not notify any defect to ICE in writing within 3 days of delivery/collection. Acceptance shall be conclusive evidence that the Buyer has examined the goods and found them to be in good order.

6. Prices. Unless otherwise stated, all prices are quoted ex-factory, unpacked, are exclusive of Value Added Tax and are subject to alteration without prior notice. Goods will be invoiced at the price ruling at the date of invoice unless otherwise agreed in writing. ICE reserves the right to increase prices payable to take into account any applicable tariff, import/export charge, purchase tax or exchange rate or any other charges directly or indirectly affecting the goods.

7. Payment. Unless otherwise stated in writing, payment shall be made in sterling to ICE within (a) Non Account Customers: 30 days from receipt of invoice. (b) Account Customers: 30 days from the end of the month the invoice was dated. ICE reserves the right without prejudice to any other of its rights hereunder to charge the Buyer interest on overdue amounts at the rate of 5% above the base rate for the time being of any of the clearing banks selected by ICE, accruing daily. If the Buyer fails to pay promptly, he shall lose the benefits of, and previously agreed discounts. The Buyer shall pay all accounts in full and not exercise any rights of set-off or counterclaim against invoices submitted.

8. Title. (1) Notwithstanding delivery, the property in the goods supplied hereunder will only pass to the Buyer when all the goods, the subject of this contract, have been paid for in full including any claim for interest. (2) Until the goods have been paid for in full:- (a) The Buyer shall hold the goods in the capacity of bailee on behalf of ICE, and ICE can reclaim delivery of the goods at any time, or resell them. (b) The Buyer shall obtain ICE consent to resell the goods. (c) The Buyer shall keep the goods separate and in a clearly identifiable state. (3) Subject to clause (2) the Buyer shall be entitled to sell the goods delivered on condition that:- (a) If ICE so requires, the Buyer as long as he has not fully discharged his debts to ICE shall hand over to ICE the claims he has against his customer emanating from his transactions. (b) The proceeds of the resale to be kept separate and belong to ICE until the Buyer discharges his debt to ICE. (c) When the goods delivered to the Buyer but not paid for in full have become mixed or intermingled with other goods ICE shall have the right to trace the goods supplied, even if these goods are no longer clearly identifiable.

9. Specification. ICE reserves the right to change specification (as and when different manufacturers are used for similar products) without prior notice as conditions warrant. Any performance data, advise or instructions as to use of the goods given in any literature supplied by ICE, or included in any ICE quotations or elsewhere shall not form part of this contract unless specifically stated so to do in writing by ICE. Any specifications, or particulars supplied by ICE are submitted in confidence for the use and information of the Buyer only, any copyright or intellectual property therein shall remain the property of ICE, they shall not be used by the Buyer except for the purpose of the order, nor shall they be disclosed to any third party for any purpose whatsoever. Installation is not included unless specifically agreed in writing.

10. Storage. If the Buyer fails to take delivery on the agreed delivery date, or, if no specific delivery date has been agreed, when the goods are ready for dispatch, the Buyer shall pay for them under the terms of condition 8 herein, and take delivery or arrange for storage at his own expense. In the event that the Buyer fails to take delivery, then ICE shall be entitled to store and insure the goods and to charge the Buyer the reasonable costs of doing so, at a daily rate of ten pound sterling.

11. Guarantee. ICE gives the following guarantee to the first user of the goods supplied by ICE. ICE hereby undertakes for 12 months from the date of delivery to supply free of charge in exchange for any parts manufactured for ICE, such new parts (under normal use and service) appear to ICE to have been defective in workmanship and material, subject to ICE discretion to repair such parts and to return such parts under the terms of Condition 4 herein provided that: (1) (a) The alleged defective parts returned to ICE carriage paid not later than 3 weeks after discovery of the defect, clearly marked on the outside of the package with the name and address of the sender and the description and the reference number of the part/goods from which they are taken. (b) On or before dispatch, the Buyer informs ICE in writing that he claims to have the same repaired or replaced under this guarantee, giving full particulars of the manner in which, and the circumstances under which they have become defective. (2) The aforesaid guarantee is given on condition that alterations made to the goods without ICE written agreement, the operation of the goods in excess of the agreed and known capacity, misuse, neglect or failure to follow instructions given by ICE, for the proper use and maintenance of the goods, shall invalidate the aforesaid guarantee. (3) Under no circumstances is ICE under any liability whether as regards suitability of the goods and any accessories supplied therewith or subsequently, for any particular purpose, or as regards design, or as regards any direct or indirect consequence of any defects in the goods or for stoppages, loss of profit, or loss of time when goods are out of commission, or accidents or loss or damage of any description. The liability of ICE under this guarantee shall be limited to the invoice value of the components replaced or repaired. Further the Buyer hereby agrees to indemnify ICE in respect of any claim that may be brought against ICE arising out of the death or injury to any persons as a direct result of the operation of the goods. (4) Subject to the aforesaid guarantee and subject to the supply of goods (Implied Terms) Act 1973 all other terms and conditions and/or warranties whether expressed or implied are hereby excluded.

12. Insurance. All goods belonging to ICE, is to be covered by adequate insurance whilst off ICE premises, and in the care/control of the Buyer. Insurance is to be the sole responsibility of the Buyer.

13. Force Majeure. Save as otherwise herein before provided in these Terms and Conditions of sale, in the event of any delay in performance by ICE due to any cause arising from or attributable to acts, events, omissions, accidents, or Acts of God, beyond the reasonable control of ICE to perform (including but not limited to industrial action, shortage of labour, civil commotion, riots, fire, war, explosions, earthquake, extreme weather conditions. machinery breakdown, voluntary or mandatory compliance with any direction, request or order of any person having or appearing to have authority, whether for defence or other Government or National purpose or any requisition for materials or services apparently or as stated to be for purpose of defence, inability to obtain suitable raw material, equipment, power, fuel, transportation or components) ICE so delayed or prevented shall be under no liability for loss or injury suffered by the Buyer thereby.

14. Applicable Law. The contract arising here from shall be subject to English Law, the parties hereby agree to submit to the non-exclusive jurisdiction of the English courts.