DYNAMIC COMPOST TEA LIMITED (DCT)

TERMS OF TRADE FOR BUSINESS CUSTOMERS

1.0            APPLICATION

1.1            These Terms of Trade apply whenever Dynamic Compost Tea Limited (hereinafter called "the Company") provides goods and services of any kind to any business customer (hereinafter called "the Customer).

1.2            These terms of Trade form part of every Contract and every dealing the Company has with every Customer.

1.3            No employee or representative of the Company is authorised to make any statement, representation or warranty which conflicts with these terms without confirmation in writing by a Director of the Company.

2.0            PAYMENT

2.1            The Company shall supply an invoice to the Customer forthwith following delivery by the Company of the Goods and Services, In situations where the company employs third-party shipment for delivery, delivery is considered fulfilled when the freight company or 3rd party collects the Goods form the company.

2.2            The Customer shall make payment in full within the month following the date of invoice.

2.2            If payment is not made in full within the month following the date of invoice the Customer shall pay interest on the amount not paid at the rate of 5% per annum above the interest payable by the Company to its Banker for Overdraft accommodation at the time AND a letter from the Company's Banker as to such interest rate shall be conclusive evidence as to such rate and be binding on the parties.  Such interest shall compound each month, calculated on a daily basis AND such interest shall commence on the last day of the month following the date of invoice and continue on the amount outstanding (and on interest for any prior period) until the account is paid in full.

3.0            WARRANTIES

3.1            The Company gives no warranty on any product or service performed beyond those offered by the manufacturer or supplier and those set out in the Consumer Guarantees Act 1993 for Goods and Services acquired for personal, domestic or household use other than warranties provided by the Company in writing and signed by a Director of the Company.

3.2            If the Customer shall make any claim under any such warranty provided by the manufacturer or supplier then the judgment of the manufacturer or supplier as to the validity of such claim is final and shall bind both the Company and the Customer.

3.3            If any warranty shall be supplied by the Company then the judgment of the Company as to the validity of any such claim shall be final and bind the Customer.

4.0            CONSUMER GUARANTEES ACT 1993

4.1            If the Customer is not a "consumer" as defined in the Consumer Guarantees Act 1993 the Customer acknowledges that the Company gives no guarantee or warranty pursuant to the Consumer Guarantees Act 1993 in respect of the supply of the goods or services.

5.0            LIABILITY

5.1            If there shall be any valid claim against the Company in respect of any breach of the Consumer Guarantees Act 1993 or in respect of the supply of any goods or services then the Customer may require the Company to remedy any such failure and if such failure cannot be remedied then the Customer shall be entitled to a replacement or a refund, but not to any damages or additional costs or reimbursements.

5.2            If the Customer shall be entitled to a replacement or a refund the decision as to whether the Company provides the Customer with a replacement or a refund shall be at the sole discretion of the Company.

5.3            The Company shall not be responsible for any damage resulting from its goods or products being:

                (a)            Supplied or delivered to the Customer otherwise than in breach of the Company’s warranties pursuant to Clause 3 above; or

                (b)            Applied, stored or fitted by an unqualified person or tradesman not employed by the Company, or

                (b)            Applied, stored or fitted in an untradesmanlike manner by any person other than the Company, or

                (c)            Applied or adapted to a use for which they were not intended.

5.4            The Company shall not be liable for:

                (a)            Any loss of profits, or

                (b)            Any consequential, indirect or special loss, or

                (c)            Damage, injury, cost or loss of any kind (except that covered by the Company's warranty)

arising directly or indirectly from the supply of any goods or product by the Company or any service performed by the Company or for any breach of the Company's obligations to the Customer however occurring including any negligence on the part of the Company or its employees or contractors AND where the Company is liable to the Customer in any way then the maximum cost of any liability of the Company to the Customer shall not exceed the contract price for the  goods and/or services supplied by the Company.

6.0            RISK

6.1            Goods and products which are stored on the Customer's premises shall be entirely at the risk of the Customer in all respects.

6.2            The Customer shall be responsible for insurance of any such goods and products stored on the Customer's premises.

6.3            The Customer shall note the Company's interest as owner of such goods and products (if not paid for in full by the Customer to the Company) stored on the Customer's premises against the relevant Insurance Policy.

7.0            RESERVATION OF TITLE

7.1            Until payment has been made of all monies owing by the Customer to the Company the Customer acknowledges and agrees that ownership or title in any goods or product or services supplied by the Company to the Customer shall not pass to the Customer until all monies owing by the Customer to the Company shall have been paid in full.

7.2            Until all monies owing to the Company are paid in full all goods and products supplied by the Company shall be held by the Customer as Bailee and as agent for the Company.

7.3            The Customer irrevocably gives the Company the authority without the necessity of giving any notice to enter onto any premises owned, leased, occupied or under the possession and control or partial possession and control of the Customer to remove any goods or products supplied by the Company and not paid for by the Customer in full, at the cost of the Customer.

7.4            Where the goods or products or any of them are completely or partly attached to any building, property, equipment or structure the Company may remove the goods or products from such building, property, equipment or structure using reasonable care and diligence to cause as little damage as possible to such building, property, equipment or structure and in such circumstances the Company shall not be responsible for any damage caused by the removal of the goods from such building, property, equipment or structure, and the Customer shall reimburse the Company for all costs and expenses incurred by the Company associated with such removal.

7.5            The Customer shall ensure that the goods and products supplied by the Company to the Customer shall wherever possible be kept separate from any other goods or property not owned by the Company.

7.6            If the Customer shall sell any goods or products supplied by the Company the Customer shall keep the proceeds of any such sale separate from other monies of the Customer and shall hold the same in a Fiduciary Relationship on behalf of the Company.

8.0            FORCE MAJEURE

8.1            The Company shall not be liable for any failure in its obligations to the Customer by reason of circumstances beyond the Company's control resulting from the following, including but without limitation:

                (a)            Any strike, lockout or labour disturbance,

                (b)            Failure or delays by suppliers or sub-contractors,

                (c)            Fire, earthquake, flood or similar nature disasters,

                (d)            Hostilities, commotion or similar civil strike,

                (e)            Any other cause beyond the control of the Company.

9.0            ACKNOWLEDGEMENT

9.1            The Customer acknowledges that it is acquiring the goods and/or services from the Company for the purpose of it’s business as defined in the Consumer Guarantees Act 1993.

10.0          ACCEPTANCE

10.1          The Customer accepts and acknowledges these Terms of Trade and that the Customer is bound by them.

11.0          GUARANTEE

11.1          If the Customer is not a natural person then the person or persons purchasing on behalf of the Customer hereunder covenant with the Company that in consideration of the Company providing the goods and services to the Customer such person or persons will:

(a)            Jointly and severally, duly and punctually pay all monies now or hereafter owing by the Customer to the Company as and when due; and

(b)            Arrange for all Directors and Shareholders of the Customer to covenant with the Company on the same terms as set out above in clause 11.1(a) hereof;

and it is hereby expressly agreed and declared that although as between the Customer and the person or persons purchasing on behalf of the Customer (hereinafter together with their executors and administrators called "the Guarantors") the Guarantors may only be sureties yet as between the Company and each of the Guarantors each of the Guarantors shall be deemed a principal debtor and the winding up of the Customer or the giving of time or any indulgency by the Company to the Customer or any other person or persons shall not exonerate or release the Guarantors or any of them from their liability hereunder nor shall any of the Guarantors be released by any other act, matter or thing whatsoever whereby a surety only will be released.