Terms and Conditions

GENERAL

1.1 These General Conditions (the “Conditions”) apply to the sale of goods and/or services by Tennant UK Cleaning Solutions Limited (the “Seller”) to a buyer (the “Other Party”).

1.2 The agreement between the Seller and the Other Party for such goods and/or services (the “Agreement”) shall comprise these Conditions and the specific conditions which are agreed between the parties in writing ("Specific Conditions"). In case of contradiction between these Conditions and any Specific Conditions, the latter shall prevail.

1.3 These Conditions and the Specific Conditions will apply to the exclusion of any other terms and conditions which the Other Party may seek to rely upon or introduce.

1.4 Any reference to a trade term (e.g., EXW, FCA, etc.) is deemed to refer to the relevant term of Incoterms 2000 published by the International Chamber of Commerce ("ICC"), and any reference to an ICC publication shall be deemed to refer to the version current at the date of conclusion of the Agreement.

1.5 No modification or variation of the Agreement (or any part of it) is valid unless agreed or evidenced in writing.

CHARACTERISTICS OF THE GOODS / SERVICES

2.1 Every effort is made to ensure that the goods and/or services comply with their specification in all material respects. The Seller however reserves the right to incorporate new features provided that such features do not, in the Seller's view (acting reasonably) result in the goods and/or services failing to so comply.

2.2 Information contained in catalogues, prospectuses, circulars, advertisements, illustrations or price-lists of the Seller which relates to the goods sold under the Agreement and/or their use (such as weights, dimensions, capacities, prices, colors and other data) or to the services shall not form part of the Agreement.

2.3 The Seller remains the exclusive owner of any intellectual or industrial property rights relating to the goods sold or services provided by it under the Agreement (which shall include any materials, software or documentation of whatever nature provided with or in relation to the goods or services) and the Other Party does not acquire any right to nor interest in such rights by virtue of the Agreement.

PRICE

3.1 If no price has been agreed, the Seller's current list price at the time of the conclusion of the Agreement shall apply. In the absence of such a current list price, the price generally charged by the Seller for such goods at the time of the conclusion of the Agreement shall apply.

3.2 Unless otherwise agreed in writing, the price does not include VAT and is not subject to price adjustment.

3.3 The price indicated under the Agreement or determined in accordance with Clause 3.1 above (the “Contract Price”) includes any costs which are at the Seller's charge according to these Conditions. However, should the Seller bear any costs which, according to these Conditions, are for the Other Party's account (e.g., for transportation or insurance under EXW or FCA), such sums shall not be considered as having been included in the price under the Agreement and shall be reimbursed by the Other Party to the Seller on demand.

PAYMENT CONDITIONS

4.1 The price and any other sums due by the Other Party to the Seller shall become due and payable fourteen (14) calendar days from the date of invoice. The amounts due shall be transferred by electronic transfer to the Seller's nominated bank account and the Other Party shall only be deemed to have performed its payment obligations when the respective sums due have been received by the Seller's bank in cleared funds.

4.2 If the parties have agreed on payment in advance then, unless indicated to the contrary, such advance payment shall apply to the full price. The advance payment must be received by the Seller's bank in cleared funds at least (thirty) 30 days before the agreed date of delivery or the earliest date within the agreed delivery period. If advance payment has been agreed only for a part of the Contract Price, the payment conditions of the remaining amount will be determined by this Clause 4.

4.3 The Seller may, in its absolute discretion and on such terms as it considers appropriate, agree to payment by documentary credit, documentary collection or backed by a bank guarantee. Any such agreement (and the terms of such agreement) shall be in writing and shall constitute a Specific Condition.

INTEREST IN CASE OF DELAYED PAYMENT

5.1 If either party does not pay a sum of money when it falls due, the other party is entitled to interest upon that sum from the time when payment is due to the time of payment at the rate of two percent (2%) above the 1 month London Interbank Offered Rate (LIBOR) as published in the Wall Street Journal Europe, applicable for the period when payment is first due.

RETENTION OF TITLE

6.1 Title to and property in the goods shall remain vested in the Seller (notwithstanding their delivery and the passing of the risk therein to the buyer) until the price of the goods has been paid, discharged or satisfied in full.

CONTRACTUAL TERM OF DELIVERY

7.1 Unless otherwise agreed, delivery shall be Incoterm 2000 "Carriage Insurance Paid" (CIP). For the avoidance of doubt, risk in the goods shall pass to the Other Party on delivery to the carrier (or where there are several carriers, the first carrier) of the goods.

7.2 Every effort will be made to effect delivery within any timescale specified in the Agreement, but such timescales are estimates only. In no circumstances shall the Other Party be entitled to recover any losses or damage whatsoever (whether loss of profits or any special or consequential losses) arising from or in connection with any delivery outwith any such timescale.

DOCUMENTS

8.1 Unless otherwise agreed, the Seller must provide the documents (if any) indicated in the applicable Incoterm 2000 or, if no Incoterm 2000 is applicable, according to any previous course of dealing between the parties.

NON-CONFORMITY OF THE GOODS

9.1 The Other Party shall examine the goods as soon as possible after their arrival at destination and shall notify the Seller in writing of any lack of conformity with the Agreement within five (5) business days from the date when the Other Party discovers or ought to have discovered the lack of conformity. In any case, the Other Party shall have no remedy for lack of conformity and shall be deemed to have unconditionally accepted the goods if he fails to notify the Seller of such non-conformity within thirty (30) days from the date of arrival of the goods at the agreed destination.

9.2 Goods will be deemed to conform to the Agreement despite minor discrepancies which are usual in the particular trade or through course of dealing between the parties but the Other Party will be entitled to any abatement of the price usual in the trade or through course of dealing for such discrepancies.

9.3 Where goods are non-conforming (and provided the Other Party, having given notice of the lack of conformity in compliance with Clause 9.1 does not elect in the notice to retain them), the Seller shall, at his option and with no further liability to the Other Party:

(a) replace the goods with conforming goods, without any additional expense to the Other Party, or

(b) repair the goods, without any additional expense to the Other Party, or

(c) reimburse to the Other Party the price paid for the non-conforming goods and thereby terminate the Agreement as regards those goods.

COOPERATION BETWEEN THE PARTIES

10.1 The Other Party shall promptly inform the Seller of any claim made against the Other Party by its customers or third parties concerning the goods delivered or intellectual property rights related thereto. The Seller will promptly inform the Other Party of any claim which may involve the product liability of the Other Party.

LIABILITY

11.1 Subject to clause 11.2 below, (i) the Seller's aggregate liability in respect of any and all claims in contract, delict (including without limitation negligence), breach of statutory duty or otherwise arising under or in connection with the Agreement shall be limited to the purchase price of the goods, and (ii) the Seller shall not be liable for any loss or damage, however arising that may be suffered by the Other Party other than loss arising from Seller’s negligence or intentional misconduct in connection with its provision of Products or service labor to the Other Party.

11.2 For the avoidance of doubt, neither party shall be liable to the other in contract, tort (including without limitation negligence), breach of statutory duty or otherwise for any loss of profits, anticipated profits, profits on contracts, savings, anticipated savings, loss of business, loss of opportunity, loss of production, loss of goodwill or loss of reputation or for any indirect or consequential loss or damage whatsoever howsoever caused.

11.3 Nothing in these Conditions shall restrict or exclude the Seller's liability to the Other Party in respect of fraud, or death or personal injury caused by the Seller's negligence.

11.4 All conditions and warranties which would otherwise be implied into the Agreement by statute or at common law are excluded to the fullest extent permitted by law.

TERMINATION

12.1 The Seller shall be entitled to terminate the Agreement immediately and without liability if the Other Party:-

(a)commits a material breach of any of the terms of the Agreement;

(b)convenes a meeting of creditors, or enters into liquidation, or has a receiver or manager, administrator or administrative receiver appointed, or if documents are filed with the court for the appointment of an administrator or notice of intention to appoint an administrator is given by the Other Party or its directors or by a floating charge holder, or a resolution is passed or a petition presented to any court for its winding up, or for the granting of an administration order, or any proceedings are commenced relating to the Other Party's insolvency or possible insolvency; or

(c)ceases or threatens to cease to carry on business.

FORCE MAJEURE

13.1 A party is not liable for a failure to perform any of its obligations in so far as he proves:

(a) that the failure was due to an impediment beyond its control, and

(b) that it could not reasonably be expected to have taken into account the impediment and its effects upon its ability to perform at the time of the conclusion of the Agreement, and

(c) that he could not reasonably have avoided or overcome it or its effects.

13.2 A party seeking relief shall, as soon as practicable after the impediment and its effects upon its ability to perform become known to it, give notice to the other party of such impediment and its effects on its ability to perform. Notice shall also be given when the ground of relief ceases. Failure to give either notice makes the party thus failing liable in damages for loss.

13.3 A ground of relief under this clause relieves the party failing to perform from liability in damages, from penalties and other contractual sanctions, except from the duty to pay interest on money owing as long as and to the extent that the ground subsists.

13.4 If the grounds of relief subsist for more than six (6) months, either party shall be entitled to terminate the Agreement with notice.

GOVERNING LAW

14.1 The formation, existence, construction, interpretation and performance of the Agreement will be governed by Scots law. The Scottish courts will have non exclusive jurisdiction to settle any dispute which may arise out of, or in connection with the Agreement. The parties agree to submit to that jurisdiction.