Terms of Sale

Application and entire agreement

1. These Terms and Conditions will apply to the purchase of the goods detailed in our quotation
(Goods) by the buyer (you or Customer) from Fluorochem Limited a company registered in England
and Wales under number 02049362 whose registered office is at Unit 14, Graphite Way,
Hadfield, Derbyshire, SK13 1QH (we or us or Supplier).

2. A quotation is defined as an individual quote presented or can be prices specified on our websites or
from any fixed pricing agreements.

3. These Terms and Conditions will be deemed to have been accepted by you when you accept them or
the quotation or from the date of any delivery of the Goods (whichever happens earlier) and will
constitute the entire agreement between us and you.

4. These Terms and Conditions and the quotation (together, the Contract) apply to the purchase and
sale of any Goods between us and you, to the exclusion of any other terms that you try to impose or
incorporate, or which are implied by trade, custom, practice or course of dealing.

Interpretation

5. A “business day” means any day other than a Saturday, Sunday or bank holiday in England and
Wales.

6. The headings in these Terms and Conditions are for convenience only and will not affect their
interpretation.

7. Words imparting the singular number include the plural and vice-versa.

Goods

8. The description of the Goods is set out in our sales documentation or on our website, unless
expressly changed in our quotation. In accepting the quotation, you acknowledge that it is your
responsibility to determine the suitability of the goods supplied, prior to use.

9. We can make any changes to the specification of the Goods which are required to conform to any
applicable safety or other statutory or regulatory requirements.

10. Goods are sold for research and development purposes only and are not to be used for medicinal or
veterinary purposes and any other use which would result in the general public being exposed.

Price

11. The price (Price) of the Goods is set out in our quotation, current at the date of your order or such
other price as we may agree in writing.

12. If the cost of the Goods to us increases due to any factor beyond our control including, but not
limited to, material costs, labour costs, alteration of exchange rates or duties, or changes to delivery
rates, we can increase the Price prior to delivery.

13. Any increase in the Price under the clause above will only take place after we have told you about it.

14. You may be entitled to discounts. Any and all discounts will be at our discretion.

15. The Price is exclusive of fees for transportation and delivery unless specified by an existing
agreement or identified in the quotation.

16. The Price is exclusive of any applicable VAT and other taxes or levies which are imposed or charged
by any competent authority.

Cancellation and alteration

17. Details of the Goods as described in the clause above (Goods) and set out in our sales documentation
are subject to alteration without notice and are not a contractual offer to sell the Goods which is
capable of acceptance.

18. The quotation (including any non-standard price negotiated in accordance with the clause on Price
(above) is valid for a period of 30 days only from the date shown in it unless expressly withdrawn by
us at an earlier time.

19. Either of us can cancel the order for any reason prior to your acceptance (or rejection) of the
quotation.

Payment

20. We will invoice you at the point of despatch of the goods.

21. You must pay the Price within 30 days of the date of our invoice or otherwise according to any credit
terms agreed between us.

22. If you do not pay within the period set out above, we may suspend any further deliveries to you and
without limiting any of our other rights or remedies for statutory interest, charge you interest at the
rate of 3% per annum above the base rate of the Bank of England from time to time on the amount
outstanding until you pay in full.

23. Time for payment will be of the essence of the Contract between us and you.

24. All payments must be made in British Pounds, Euros, US Dollars as determined by the currency set on
the account.

25. Both parties must pay all amounts due under these Terms and Conditions in full without any
deduction or withholding except as required by law and neither party is entitled to assert any credit,
set-off or counterclaim against the other in order to justify withholding payment of any such amount
in whole or in part.

Delivery

26. We will arrange for the delivery of the Goods to the address specified in the quotation, or your order
or to another location we agree in writing.

27. If we both agree, you can collect the Goods from our premises, subject to all applicable legislations
being adhered to.

28. Subject to the specific terms of any special delivery service, delivery can take place at any time of the
day and must be accepted at any time between 08:00 to 17:00.

29. If you do not take delivery of the Goods we may, at our discretion and without prejudice to any other
rights:
a. store or arrange for the storage of the Goods and will charge you for all associated costs and
expenses including, but not limited to, transportation, storage and insurance; and / or
b. make arrangements for the redelivery of the Goods and will charge you for the costs of such
redelivery; and/or
c. after 10 business days, resell or otherwise dispose of part or all of the Goods and charge you
for any shortfall below the price of the Goods.

30. If redelivery is not possible as set out above, you must collect the Goods from our premises and will
be notified of this. We can charge you for all associated costs including, but not limited to, storage
and insurance.

31. Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence.
We will not be liable for any delay in delivery of the Goods that is caused by a circumstance beyond
our control or your failure to provide us with adequate delivery instructions or any other instructions
that are relevant to the supply of the Goods.

32. We can deliver the Goods by installments, which will be invoiced and paid for separately. Each
installment is a separate contract. Any delay in delivery or defect in an installment will not entitle
you to cancel any other installment.

33. Delivery costs are charged, unless previously agreed otherwise, at the lowest available rate for the
transport options appropriate to the overall hazard classification of the shipment.
Inspection and acceptance of Goods

34. You must inspect the Goods on delivery or collection.

35. If you identify any damages or shortages, you must inform us in writing within 7 days of delivery,
providing details.

36. Other than by agreement, we will only accept returned Goods if we are satisfied that those Goods
are defective and if required, have carried out an inspection.

37. Subject to your compliance with this clause and/or our agreement, you may return the Goods and
we will, as appropriate, replace, or refund the Goods or part of them.

38. We will be under no liability or further obligation in relation to the Goods if:
a. if you fail to provide notice as set above; and/or
b. you make any further use of such Goods after giving notice under the clause above relating
to damages and shortages; and/or
c. the defect arises because you did not follow our oral or written instructions about the
storage, commissioning, installation, use and maintenance of the Goods; and/or
d. the defect arises from normal wear and tear of the Goods; and/or
e. the defect arises from misuse or alteration of the Goods, negligence, willful damage or any
other act by you, your employees or agents or any third parties.

39. You bear the risk and cost of returning the Goods.

40. Acceptance of the Goods will be deemed to be upon inspection of them by you and in any event
within 14 days after delivery.

Risk and title

41. The risk in the Goods will pass to you on completion of delivery.

42. Title to the Goods will not pass to you until we have received payment in full (in cash or cleared
funds) for: (a) the Goods and/or (b) any other goods or services that we have supplied to you in
respect of which payment has become due.

43. Until title to the Goods has passed to you, you must (a) hold the Goods on a fiduciary basis as our
bailee; and/or (b) store the goods separately and not remove, deface or obscure any identifying
mark or packaging on or relating to the Goods; and/or (c) keep the Goods in satisfactory condition
and keep them insured against all risks for their full price from the date of delivery.

44. As long as the Goods have not been resold, or irreversibly incorporated into another product, and
without limiting any other right or remedy we may have, we can at any time ask you to deliver up
the Goods and, if you fail to do so promptly, enter any of your premises or of any third party where
the Goods are stored in order to recover them.

Termination

45. We can terminate the sale of Goods under the Contract where:
a. you commit a material breach of your obligations under these Terms and Conditions;
b. you are or become or, in our reasonable opinion, are about to become the subject of a
bankruptcy order or take advantage of any other statutory provision for the relief of
insolvent debtors;
c. you enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any
other scheme or arrangement is made with your creditors; or
d. you convene any meeting of your creditors, enter into voluntary or compulsory liquidation,
have a receiver, manager, administrator or administrative receiver appointed in respect of
your assets or undertakings or any part thereof, any documents are filed with the court for
the appointment of an administrator, notice of intention to appoint an administrator is given
by you or any of your directors or by a qualifying floating charge holder (as defined in para.
14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to
any court for the winding up of your affairs or for the granting of an administration order, or
any proceedings are commenced relating to your insolvency or possible insolvency.

Limitation of liability

46. Our liability under the Contract, and in breach of statutory duty, and in tort, misrepresentation or
otherwise will be limited to this section.

47. Subject to the clauses above on Inspection and Acceptance and Risk and Title, all warranties,
conditions or other terms implied by statute or common law (save for those implied by Section 12 of
the Sale of Goods Act 1979) are excluded to the fullest extent permitted by law.

48. If we do not deliver the Goods, our liability is limited, subject to the clause below, to the costs and
expenses incurred by you in obtaining replacement goods of similar description and quality in the
cheapest market available, less the price of the Goods.

49. Our total liability will not, in any circumstances, exceed the total amount of the Price payable by you.

50. We will not be liable (whether caused by our employees, agents or otherwise) in connection with the
Goods, for:
a. any indirect, special or consequential loss, damage, costs, or expenses; and/or
b. any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation
or goodwill; business interruption; or, other third-party claims; and/or
c. any failure to perform any of our obligations if such delay or failure is due to any cause
beyond our reasonable control; and/or
d. any losses caused directly or indirectly by any failure or breach by you in relation to your
obligations; and/or
e. any loss relating to the choice of the Goods and how they will meet your purpose or the use
by you of the Goods supplied.

51. The exclusions of liability contained within this clause will not exclude or limit our liability for death
or personal injury caused by our negligence; or for any matter for which it would be illegal for us to
exclude or limit our liability; and for fraud or fraudulent misrepresentation.

Communications

52. All notices under these Terms and Conditions must be in writing and signed by, or on behalf of, the
party giving notice (or a duly authorised officer of that party).

53. Notices will be deemed to have been duly given:
a. when delivered, if delivered by courier or other messenger (including registered mail) during
the normal business hours of the recipient;
b. when sent, if transmitted by fax or email and a successful transmission report or return
receipt is generated;
c. on the fifth business day following mailing, if mailed by national ordinary mail; or
d. on the tenth business day following mailing, if mailed by airmail.

54. All notices under these Terms and Conditions must be addressed to the most recent address, email
address or fax number notified to the other party.

Data protection

55. When providing the Goods to the Buyer, the Seller may gain access to and/or acquire the ability to
transfer, store or process personal data of employees of the Buyer.

56. The parties agree that where such processing of personal data takes place, the Buyer shall be ‘data
controller’ and the Seller shall be the ‘data processor’ as defined in the General Data Protection
Regulation (GDPR) as may be amended, extended and/or re-enacted from time to time.

57. For the avoidance of doubt, ‘Personal Data’, ‘Processing’, ‘Data Controller’, ‘Data Processor’ and ‘Data
Subject’ shall have the same meaning as in the GDPR.

58. The Seller shall only Process Personal Data to the extent reasonably required to enable it to provide
the Goods as mentioned in these terms and conditions or as requested by and agreed with the
Buyer, shall not retain any Personal Data longer than necessary for the Processing and refrain from
Processing any Personal Data for its own or for any third party’s purposes.

59. The Seller shall not disclose Personal Data to any third parties other than employees, directors,
agents, subcontractors or advisors on a strict “need-to-know” basis and only under the same (or
more extensive) conditions as set out in these terms and conditions or to the extent required by
applicable legislation and/or regulations.

60. The Seller shall implement and maintain technical and organisational security measures as are
required to protect Personal Data Processed by the Seller on behalf of the Buyer. Further
information about the Seller’s approach to data protection are specified in its Data Protection Policy,
which can be found on our website. For any enquiries or complaints regarding data privacy, you
can e-mail: dataprotection@fluorochem.co.uk

Circumstances beyond the control of either party

61. Neither party shall be liable for any failure or delay in performing their obligations where such failure
or delay results from any cause that is beyond the reasonable control of that party. Such causes
include, but are not limited to: industrial action, civil unrest, fire, flood, storms, earthquakes, acts of
terrorism, acts of war, governmental action or any other event that is beyond the control of the
party in question.

No Waiver

62. No waiver by us of any breach of these Terms and Conditions by you shall be considered as a waiver
of any subsequent breach of the same or any other provision.

Severance

63. If one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise
unenforceable, that / those provisions shall be deemed severed from the remainder of these Terms
and Conditions (which will remain valid and enforceable).

Law and jurisdiction

64. This Agreement shall be governed by and interpreted according to the law of England and Wales and
all disputes arising under the Agreement (including non-contractual disputes or claims) shall be
subject to the exclusive jurisdiction of the English and Welsh courts.