Hive Industries

Specialists in Corporate AV Presentation Control Systems

Cueing Systems | Timing Systems | Traffic Light Systems | Audio Products | Work Lights

Trading Terms and Conditions

GENERAL TERMS AND CONDITIONS OF TRADING
Your attention is drawn to the provisions of clause 7

1. Definitions
In the following general terms and conditions, Hive Industries Ltd shall be referred to as ‘the Company’ which expression shall, where the context so admits,
include its subsidiaries and associated companies and any person, firm or company contracting with the Company shall be referred to as ‘The Customer’.
‘Goods’ shall mean the products sold by the Company to the Customer as described in the Company’s quotation and/or invoice.

2. Terms and Conditions
These Terms and Conditions made by the Company for the sale or supply of any goods and services shall apply to all such contracts entered into by the
Company. All quotations by the Company and all orders placed with the Company whether pursuant to a quotation or otherwise, if accepted by the
Company shall be subject to the Terms and conditions herein set forth and exclude any other terms and conditions howsoever arising. No understanding
between the Company and the Customer that is not contained herein or in a contract incorporating these conditions shall be binding upon the Company. No
variation or addition to any contract shall take effect unless and until the Company confirms it in writing. These Terms and Conditions are not capable of
being varied by oral agreement and no variation shall be valid unless contained in a letter from the Company signed by a Director of the Company. All
transactions are between the Company and the Customer as between principal and principal PROVIDED THAT the Company shall have the right to assign
or sub-contract any of its rights and obligations in respect of any order accepted by it.

3. Validity
Unless previously withdrawn, the Company’s quotation is open for the period stated therein or where no period is stated, for 30 days from the date of the
quotation. Orders from customers are not binding on the Company until the Company’s acceptance has been notified to them in writing. Conditions
contained in Customers’ order forms or any other documents which are at variance with or seek to add additional terms to the Company’s Conditions are
not binding upon the Company unless specifically accepted and referred to in writing and signed by a Director of the company and, where so accepted by
the Company, shall only apply to the particular order involved.

4. Prices
(1) In the absence of express agreement to the contrary, prices will be those in effect at the time of delivery. The product specifications and prices referred
to in the Company’s price list are subject to alteration without notice. All additional costs and expenses including all costs and taxes and duties payable in
respect of goods sold or in relation to the provision of services by the Company by the time of delivery or thereafter shall be paid by the Customer.(2) Prices
quoted or agreed upon are based on costs of materials, rates of wages and taxes at the time of acceptance. In the event of any increases in costs
(including, but without prejudice to the generality of the foregoing the said costs), the Company shall be entitled to increase its prices accordingly without
notice.(3) If any special stipulations have been made by the Customer which involve the inclusion of specific categories of additional costs and expenses in
the price, all increases arising after quotation or acceptance, in such additional costs and expenses and all additional costs and expenses which may be
chargeable to the Company arising or resulting from delay, will be charged to the Customer.(4) Where a date is quoted for delivery of the product or in
relation to the provision of services by the Company such date is not guaranteed and time shall not be of the essence in respect thereof or of any other
obligation on the Company’s part contained in these conditions. The Company shall not be liable to make good any damage or loss whether arising directly
or indirectly out of any delay in delivery of the product or provision of services.(5). The Company reserves the right to charge an administration fee of 10% of
the value of the Goods and a sum equivalent to all shipping costs where a Customer within ten calendar days of taking delivery wishes to return the Goods.
Goods will only be accepted for return in these circumstances where they are in their original packaging and unused and undamaged. (6) All quotations and
prices are exclusive of Value Added Tax at the prevailing rate unless specifically indicated otherwise.

5. Acceptance
An order from a Customer must be accompanied by sufficient information to enable the Company to proceed with the order forthwith; otherwise the
Company is at liberty to amend the price to cover any increase in cost which may take place after the Company accepts the order.

6. Quality
6.1 The Supplier warrants that on delivery, and for a period of 36 months from the date of delivery (Warranty Period), the Goods shall:
6.1.1 conform in all material respects with their description; and
6.1.2 be free from material defects in design, material and workmanship; and
6.1.3 be of satisfactory quality (within the meaning of the Sale of Goods Act 1979)
6.1.4 be fit for any purpose held out by the Supplier.
6.2 Subject to clause 6.3, if:
6.2.1 the Customer gives notice in writing to the Supplier during the Warranty Period within a reasonable time of discovery that some
or all of the Goods do not comply with the warranty set out in clause 6.1;
6.2.2 the Supplier is given a reasonable opportunity of examining such Goods; and
6.2.3 the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier’s place of business at the Supplier’s cost,
the Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
6.3 The Supplier shall not be liable for the Goods’ failure to comply with the warranty set out in clause 6.1 if:
6.3.1 the Customer makes any further use of such Goods after giving notice in accordance with clause 6.2;
6.3.2 the defect arises because the Customer failed to follow the Supplier’s oral or written instructions as to the storage,
commissioning, installation, use or maintenance of the Goods or (if there are none) good trade practice regarding the same;
6.3.3 the defect arises as a result of the Supplier following any drawing, design or specification supplied by the Customer;
6.3.4 the Customer alters or repairs such Goods without the written consent of the Supplier;
6.3.5 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
6.3.6 the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory
requirements.
6.4 Except as provided in this clause 6, the Supplier shall have no liability to the Customer in respect of the Goods’ failure to comply with the
warranty set out in clause 6.1.
6.5 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
6.6 These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.

7. Limitation of Liability
7.1 References to liability in this clause 7 include every kind of liability arising under or in connection with the Contract including liability in contract,
tort (including negligence), misrepresentation, restitution or otherwise.
7.2 Nothing in the Contract limits any liability for:
7.2.1 death or personal injury caused by negligence;
7.2.2 fraud or fraudulent misrepresentation;
7.2.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979;
7.2.4 defective products under the Consumer Protection Act 1987; or
7.2.5 any liability that legally cannot be limited.
7.3 Subject to clause 7.2, the Supplier’s total liability to the Customer shall not exceed the value of the Customer’s order.
7.4 Subject to clause 7.3, the following types of loss are wholly excluded:
7.4.1 loss of profits;
7.4.2 loss of sales or business;
7.4.3 loss of agreements or contracts;
7.4.4 loss of anticipated savings;
7.4.5 loss of use or corruption of software, data or information;
7.4.6 loss of or damage to goodwill; and
7.4.7 indirect or consequential loss.
7.5 This clause 7 shall survive termination of the Contract.

8. Despatch
Any times quoted for despatch are to date from the Company’s acceptance of written order to proceed on receipt by the Company of all necessary
information to enable the Company to put the work in hand and the Customer has paid for the goods in full. All such times are to be treated as estimates
only and time is not of the essence unless specifically agreed in writing by a director of the Company Any such contractual obligation is subject to the
provisions of condition 17 and also to the Company not being delayed by instructions or lack of instructions from the Customer or any of the causes referred
to in condition 18 hereof.

9. Price modification
In the event of variations or suspension or cancellation of the work due to the Customer’s instructions or lack of instructions, the Company shall have the
option of either terminating the contract and being indemnified by the Customer for the loss to it or of increasing the contract price when the work is renewed
or services provided to cover any extra costs thereby incurred by the Company.

10. Title and Risk
10.1 The risk in the Goods shall pass to the Customer on completion of delivery.
10.2 Title to the Goods shall not pass to the Customer until the earlier of:
10.2.1 The Supplier receives payment in full (in cash or cleared funds) for the Goods, in which case title to the Goods shall pass at the time
of payment, or
10.2.2 the Customer resells the Goods, in which case title to the Goods shall pass to the Customer at the time specified in clause 10.4.
10.3 Until title to the Goods has passed to the Customer, the Customer shall:
10.3.1 store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier’s
property;
10.3.2 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
10.3.3 maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
10.3.4 notify the Supplier immediately if it becomes subject to any of the events listed in clause 7.2.2 to clause 7.2.5; and
10.3.5 give the Supplier such information as the Supplier may reasonably require from time to time relating to:
10.3.5.1 the Goods; and
10.3.5.2 the ongoing financial position of the Customer.
10.4 Subject to clause 10.5, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before the Supplier
receives payment for the Goods. However, if the Customer resells the Goods before that time:
10.4.1 it does so as principal and not as the Supplier’s agent; and
10.4.2 title to the Goods shall pass from the Supplier to the Customer immediately before the time at which resale by the Customer occurs.
10.5 At any time before title to the Goods passes to the Customer, the Supplier may:
10.5.1 by notice in writing, terminate the Customer’s right under clause 10.4 to resell the Goods or use them in the ordinary course of its
business; and
10.5.2 require the Customer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another
product and if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are
stored in order to recover them.

11. Termination
11.1 Without limiting its other rights or remedies, the Supplier may terminate this Contract with immediate effect by giving written notice to the Customer if:
11.1.1 The Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that
breach within 28 days of that party being notified in writing to do so;
11.1.2 the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or
arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether
voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or
ceasing to carry on business [or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the
relevant jurisdiction;
11.1.3 the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
11.1.4 the Customer’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of
the Contract is in jeopardy.
11.2 Without limiting its other rights or remedies, the Supplier may suspend provision of the Goods under the Contract or any other contract between the
Customer and the Supplier if the Customer becomes subject to any of the events listed in clause 7.2.2 to clause 7.2.5, or the Supplier reasonably
believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due
date for payment.
11.3 Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if
the Customer fails to pay any amount due under the Contract on the due date for payment.
11.4 On termination of the Contract for any reason the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and
interest and, in respect of Goods supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be
payable by the Customer immediately on receipt.
11.5 Termination of the Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination, including the
right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
11.6 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall
remain in full force and effect.

12. Products and/or Material Provided by the Customer
The Company shall be entitled to assume that all products and/or materials delivered to it by the Customer is free from defects and fit and suitable for use.
The Company shall be under no liability in respect of any defects or delays arising from the supply to it by the Customer of defective or unsuitable products
and/or materials. The Customer shall be responsible to the Company’s plant or injury suffered by any person in the Company’s employ or on the Company’s
premises arising from any defects in the products or materials supplied by the Customer.

13. Terms of Payment
(a) Where no other Terms of Payment are expressly provided for by the Company accounts are strictly net and are due for payment not later than 30 days
from the date of which either the goods are despatched, or the Customer is notified that the goods are ready for despatch or for services provided whichever
is the earlier. Interest at the rate of Five per centum (5%) per annum above the Lloyds Bank PLC Base lending rate shall be payable on all accounts due by
Customers from the date on which agreement is due to until the date on which payment is made. The due date of payment shall not be postponed on
account of additions, alterations, minor omissions or defects to from or in the goods which do not substantially affect the commercial use of the goods and
all products.(b) All payments shall be made without any deduction and the Customer shall not be entitled to deduct the amount of any claim which he may
have against the Company hereunder.(c) In the event of any payment from the Customer being overdue the company may defer further deliveries and or
services until all overdue payments are made or at its option may terminate any or all contracts with the Customer so far as they are not filled without
incurring any liability whatsoever.(d) The Company reserves the right to require from the Customer at any time security satisfactory to the Company for
performance of the Customers obligations under any contract with the Company. Refusal or failure by the Customer to furnish such security shall entitle the
Company to suspend deliveries or of services until such security is furnished or to cancel all or any contracts with the Customer so far as they are not
fulfilled without incurring any liability whatsoever and all rights reserved pursuant to this condition shall be exercisable by the Company at any time during
the subsistence of a contract.

14. Third-party Rights
Unless it expressly states otherwise, this contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term
of the Contract, and (b) the rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.

15. Entire agreement
15.1 The Contract constitutes the entire agreement between the parties.
15.2 Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made
innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or
negligent misstatement based on any statement in the Contract.

16. Force Majeure.
The Company shall be relieved of its obligations hereunder and of any liabilities herein contained whenever and to the extent to which the fulfilment of such
obligations and liabilities is prevented, frustrated or impeded by conforming to any statute or any rule, regulations order or requisitions made thereunder or in
consequence thereof by War ( Whether declared or not) acts of public enemies, industrial disputes ( including strikes, lockouts and other industrial action
whether at the premises of the Company or else, accidents, fire, flood, nuclear fallout, acts of God) or any cause of like or different kind beyond the control
of the Company or any consequence thereof. In such circumstances, the Company shall have the option either to terminate the contract or to extend the
period for its completion without liability to the Customer and in the event of the Company electing to extend the period of the contract it shall nevertheless
have the right to cancel the contract within six (6) months of notice by the Company to the Customer of the decision to end the contract.

17. Default
If the Customer shall make default in paying any sum of money due or shall become bankrupt or compound with or enter into any arrangement with his
creditors or being a Corporation shall enter into Liquidation save for the purpose of amalgamation or reconstruction without insolvency or shall have a
receiver appointed of the whole or any part of its assets, then without prejudice to the other rights of the Company it may at any time forthwith terminate any
contract without notice.

18. Indemnity
The Customer will indemnify and hold harmless the Company from all claims, suits, actions and proceedings which may be brought by a third party on
account of inquiry, loss, damage or expense for which according to these conditions the Company shall not be liable.

19. Jurisdiction
The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation,
shall be governed by and construed in accordance with the law of England and Wales.

20. Equipment rental.
In the event of the Company providing equipment to the Customer on a short- or long-term rental basis, the Customer shall, unless otherwise agreed in
writing by the Company and signed by a Director of the Company, be liable for the well-being of the rented equipment. The Customer will reimburse the
Company for any loss or damage to the rented equipment, howsoever caused. The period of the Customer’s liability will commence upon the equipment
being delivered to the Customer’s premises or premises nominated by the Customer and will terminate when the Company collects the equipment or
returned to the Company’s premises.

21. Enforceability of conditions.
If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the
validity and enforceability of the rest of the Contract. If any provision of the Contract is deemed deleted under this clause 23 the parties shall negotiate in
good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

Hive Industries Ltd October 2024