VEHICOOL TERMS AND CONDITIONS OF SALE:

1.    APPLICATION:

        (A)            A contract ("the Contract") for the sale of the Seller's goods and services ("the Goods") shall be concluded by the placing of an order oral or written by the Buyer or on Delivery by Seller to the Buyer in accordance with these conditions.

        (B)            Every offer, quotation, acceptance and contract for the sale or supply of goods and services by VEHICOOL ("the Seller") is subject to these terms to include any contract of which these terms form part.

        (C)            The Buyer acknowledges that there are no representations outside these terms which have induced it to enter into the Contract which expression the exclusion of any terns proposed or referred to by the Buyer.

All orders hereafter made by the Buyer shall be deemed to be made subject to these terms.

No modification of these terms shall be effective unless made by an express written agreement between the parties.

The signing by the Seller of and of the Buyer's documentation shall not constitute a modification of these terms.

2.   THE GOODS:

        (A)            All descriptions and illustrations contained in the Seller's Web Site, price lists and advertisements or otherwise communicated to the Buyer are intended to present a general idea of the Goods described and shall not form any part of this contract.

If a sample of the Goods has been exhibited to and inspected by the Buyer, it is hereby agreed that such sample was so exhibited and inspected solely to enable the Buyer to judge for itself the quality of the Goods and not so as to constitute a sale by sample.

The Buyer shall take the Goods at its own risk as to their corresponding with the said sample or as to their quality condition or sufficiency for any purpose.

3.   PRICES:

Prices quoted are exclusive of VAT (unless otherwise stated).

                        All prices are subject to variation without notice to cover any increase in costs incurred by the Seller up to the date of the actual delivery or fitting of the goods.

4.   PAYMENT:

        (A)            The Buyer will be invoiced by the Seller in respect of the Goods, and the sums shown on an invoice will be due immediately upon presentation of the invoice.

        (B)            Without prejudice to clause 4 (C) below where the Goods are to be supplied and payment has been agreed by the parties to be made by instalments or by delayed payment to a credit account (such delayed payment not to exceed 30 days), then the failure of the Buyer to pay any instalments or to discharge the credit account in due time shall entitle the Seller to treat such failure as are repudiation of the whole Contract by the Buyer and to recover damages for such breach of Contract.

        (C)            Time of payment is of the essence of the Contract.  If the invoice is not settled by the due date for payment the Seller reserves the right to charge interest on the outstanding balance at the rate of 2% monthly from the date payment is due until receipt of payment by the Seller or any part thereof.

5.    DELIVERY:

        (A)            Any delivery dates given are estimates only and the time of delivery shall not be of the essence of the Contract.

In no circumstances shall the Seller be liable to compensate the Buyer in damages or otherwise for non-delivery or late delivery of the Goods or any of them for whatever reason or for any loss consequential or otherwise arising therefrom.

        (B)            If the Seller is unable to deliver due to acts or omissions of third parties or by reason of industrial dispute, the time for delivery shall be extended until the operation of the cause preventing or hindering delivery has ceased.

        (C)            Should the Seller be prevented from delivering part of the Goods for reasons covered by the preceding sub-clause, the Seller shall deliver and the Buyer shall take and pay for such part of the Goods as the Seller shall be able to deliver in accordance with the Contract.

        (D)            The Seller shall be entitled to deliver the Goods in one or more parts unless otherwise expressly agreed.

        (E)            If delivery of any item comprised in the Goods has not been made within reasonable time of the estimated delivery date, the Buyer shall be entitled to cancel its order in respect of that item, but the Seller shall in no circumstances be liable to compensate the Buyer in damages or otherwise for late delivery or non-delivery of the goods or any of them for whatever reason or for any loss consequential or otherwise arising therefrom.

        (F)            The Seller shall not be liable for any loss of any kind to the Buyer arising from any damage to the Goods however caused arising after the risk has passed to the Buyer, nor shall any liability of the Buyer to the Seller be diminished or extinguished by reason of such loss.

        (G)            The Seller may at its option cancel or suspend (or suspend and later cancel) all further deliveries under the Contract if the Buyer fails to make any payment due hereunder or under any other contract between the Seller and the Buyer, or if the Buyer, being an individual, shall die or become bankrupt, or, being a company shall enter into liquidation or have a receiver appointed of its undertaking property or assets or any part thereof, or shall enter or offer to enter into any agreement or composition with his or its creditors, or if events similar to the foregoing shall occur under the laws of any jurisdiction in which the Buyer is incorporated, resident or carries on business.

6.    PASSING OF RISK AND TITLE:

        (A)            Risk of loss of or damage to the Goods shall pass to the Customer at the time of delivery of the Goods.

        (B)            The legal and beneficial ownership of the Goods shall not pass to the Buyer until payment in full of all sums due and owing by the Buyer to the Seller in respect of the Goods;

                        Until such payment the Buyer shall hold the Goods as bailee for the Seller but shall have liberty to transfer the ownership of the Goods in the normal course of trading.

Pending legal and beneficial ownership passing to the Buyer, the Buyer shall keep the Goods in good condition and in such manner that it can readily be identified as the property of the seller.

Proceeds of any sale of the Goods shall be paid into a separate Bank Account opened by the Buyer.

Until payment the following provisions of this Clause shall apply.

        (C)            The whole of the price shall not be treated as paid until any cheque, bill of exchange or other instrument of payment given by the Buyer has been met on presentation or otherwise honoured in accordance with the terms.

                        The Seller may sue for the whole of the price at any time after it has become payable.

                        The Seller shall be entitled at any time prior to due payment for the Goods to the immediate return of all the Goods sold by the Seller to the Buyer in which the legal and beneficial ownership has not passed to the Buyer, and the Buyer here by authorized the Seller its servants or agents together with appropriate transport to recover the Goods and to enter any premises of the Buyer for that purpose.

Demand for or recovery of the Goods by the Seller shall not in itself discharge either the Buyer's liability to pay the whole of the price and take delivery of the Goods or the Seller's rights to sue for the whole of the price of the Goods.

7.    INSPECTION:

        (A)            The Buyer shall inspect the Goods immediately on delivery and shall within two days of delivery give written notice to the Seller of any damage to or defect in material or workmanship in the Goods or that the Goods delivered are not as stated on the delivery note.

If the Buyer fails to give such notice the Buyer shall be deemed to have accepted the Goods.

If the buyer establishes to the Seller's reasonable satisfaction that the Goods are so defective, the Buyer's sole remedy in respect of non-accordance or defects shall be limited as the Seller may elect to the replacement of the Goods or refund of the purchase price against return of the Goods.  In the case of non-delivery of the Goods, the Buyer shall inform the Seller in writing within seven days from the date of the invoice for such Goods.

        (B)            In the event of the Buyer acquiring the Goods or part of the Goods from or through the Seller which the Seller has itself acquired in substantially the same form, or actually in the same form from a manufacturer (or his or its agent) whether such Goods are used by the Seller as a component part of a larger item ordered by the Buyer or not the liability of the Seller in respect of the Goods concerned shall not exceed the liability of the manufacturer (or his or its agent) to the Seller provided that any such liability by the Seller to the Buyer shall not exceed the purchase price of the Goods concerned and that such Goods are returned to the Seller and in any event the Seller may elect to replace the Goods concerned.

        (C)            These terms set out the Seller's entire liability in respect of the Goods, and the Seller's liability hereunder shall be in lieu and to the exclusion of all other warranties, conditions, terms and liabilities express or implied statutory or otherwise in respect of the quality or the fitness for any particular purpose of the Goods or otherwise (not withstanding all liability in respect of which, howsoever arising, is expressly excluded except any implied by law or statute and which by law or statute cannot be excluded.  Save as provided in these terms the Seller shall not be under any liability, whether in contract, tort or otherwise, in respect of defects in the Goods of failure to correspond to specification or sample for any injury, damage or loss resulting from such defects or from any work done in connection therewith.

8.    INDEMNITY:

The Buyer shall indemnify the Seller in respect of all damage, injury or loss occurring to any person or property and against all actions, claims, charges or expenses in connection therewith arising from the condition or use of the Goods in the event and to the extent that the damage injury or loss shall have been occasioned partly or wholly by the carelessness of the Buyer or his servants or agents or by any breach by the Buyer of its obligations to the Seller.

9.    ASSIGNMENT:

The Buyer shall not assign any benefit under the Contract without the Seller's written consent, which may if given be on such terms as the Seller thinks fit.

10.   NOTICES:

Any notice given under or pursuant to the Contract may be sent by any means resulting in the receipt of a written communication in permanent form and, if so sent to the address of a party shown on the delivery note or such other address as a party may have given for this purpose, shall be deemed received on the day when in the ordinary course of the means of dispatch it would first be received by the addressee in normal business hours.

11.   PROPER LAW:

The Contract shall be governed by and interpreted in accordance with English Law, and Buyer submits to the jurisdiction of the High Court of Justice in England but Seller may enforce the Contract in any court of competent jurisdiction.

12.   SEVERANCE:

These Conditions shall apply in so far as they are held to be lawful and enforceable.

Should any Condition or part of a Condition be held to be unlawful or unenforceable then these Conditions shall be read and construed as if such condition or part were omitted.