Terms and Conditions of Sale

LEADMILL TROUT FARM LIMITED.

1. Definitions-

In these Terms and Conditions:-

(i) “the Company” means LEADMILL TROUT FARM LTD and/or any company which is for the time being a subsidiary of the aforementioned Company.

(ii) “the Buyer” means any company, firm , individual, club, association, council, local authority, water authority or agent thereof who accepts the Company’s quotation for the Goods whether orally or in writing. The Buyer contracts with the Company as Principal whether or not the Buyer enters into contracts on behalf of its own client or customer.

(iii) “the Goods” means any product including live fish eggs, live fish, ancillary equipment/foodstuffs and materials and/or services to be supplied by the Company.

2. Application of Terms

These Terms will apply to all Contracts for the supply of Goods by the Company and previous dealings between the Company and the Buyer will not vary or replace these terms. These Terms exclude any conditions and warranties referred to by the Buyer even if contained in any of the Buyer’s documents which purport to provide that the Buyer’s own terms will prevail. In the event of a conflict between these Terms and those of the Buyer these conditions will prevail. Acceptance of Goods from the Company will be conclusive evidence before any Court that these Terms alone apply to the supply of Goods by the Company.

3. Title to Goods

Until payment is made in full by the Buyer to the Company for the Goods then:-

(i) The Goods will remain the property of the Company but the risk therein and all liabilities to third parties in respect thereof hereinafter called “the risk and liabilities” will pass to the Buyer on delivery if delivery is made by the Company. If however delivery is made by a carrier or third party, the risk and liability passes to the Buyer on delivery to or collection by the carrier or other third party and if the Buyer himself collects the Goods, the risk and liability passes at the time of such collection.

(ii) If the Customer becomes insolvent or bankrupt or makes any composition or arrangement with creditors or being a company has a receiver appointed or enters into liquidation whether voluntarily or compulsorily or if any execution or distress will be levied against the Buyer’s goods then the Company will have the right to recover possession of the Goods the property in which has been retained under this clause and the Company or its duly authorised representatives will have the right to enter the premises where the Goods are kept for this purpose.

(iii) Delivery by the Company will take place when the Goods are delivered by the Company to the enclosure or other such place specified by the Buyer and to be insured by the Buyer accordingly and the location should be agreed by the Company prior to delivery.

(iv) The Buyer will carefully examine the Goods prior to their introduction into any waters controlled by the Buyer and ensure that all the numbers, size, quality and type of Goods are as per the order placed by the Buyer based upon the Company’s quotation and any dispute as to the number, size or health of the Goods must be raised prior to the introduction of the Goods into any waters controlled by the Buyer. In the event that there is any short delivery in a consignment or damage to the Goods or any alleged defect in such Goods the Company will consider such claims and make good the shortfall only if the Buyer complies with the condition to inspect the Goods prior to them being introduced to the Buyer’s waters.

(v) Until such time as title to the Goods passes to the Buyer the Buyer will store the Goods separate and distinct from goods belonging to the Buyer and from such goods supplied or owned by persons other than the Company in such a way that it makes them clearly identifiable as the Goods of the Company.

4. Representation

The Terms of the Contract consist only of those contained within these Terms and the Buyer will not be entitled to rely on any other representation, statements or warranties whatsoever unless specifically confirmed by the Company in writing to the buyer.

5. Prices and Payment

(i) The Buyer is liable to pay the Company’s charges for the Goods at the rate previously negotiated or otherwise prevailing from time to time in the Company’s current price list. All prices quoted by the Company are subject to the addition of Value Added Tax and other excise tax or duty prevailing at the time of supply of the Goods.

(ii) Prices shown in any price lists are subject to alteration by the Company without prior notice.

(ii) The Company’s invoices are due for payment 14 days after presentation of the invoice (“the due date”) whether or not the invoice has been received by the Buyer.

(iii) Any invoices outstanding at the due date are subject to interest at the rate of 5% above the current base rate of the Nat West Bank Plc. Failure to raise an invoice in respect of interest will not be deemed to constitute a waiver of the Company’s right to recover the same.

6. Obligations

(i) Any delay in or failure by the Company of any of its obligations will not constitute default or allow to any claim for damages.

(ii) If the Buyer fails to make any payment to the Company on the due date as hereinbefore mentioned or has a receiver appointed or winding up is commenced or the Buyer (being an individual) has a receiving order made against him or enters into any composition or arrangement with his creditors (or if there will be any breach by the Buyer of any of these conditions) the Company may cancel or refuse to make any further delivery of Goods without prejudice to any remedy which the Company may have under these Terms.

(iii) Any time quoted for delivery is an estimate and the Company will not be held responsible for any losses or damages arising out of a late or non-delivery.

(iv) Buyers must acquire the prior written consent of the Environment Agency to introduce new fish to any inland water pursuant to S30 SSFA 1975. The Company will only deliver the Goods after the Buyer has obtained the S30 Consent. If the Buyer wants the Company to obtain the Consent on its behalf then this must be requested in writing at the time that the order is placed. A charge of £15 will be made in this instance.

(v) If as a result of any incorrect information being provided to the Company by the Buyer, the Company is prosecuted by the Environment Agency, the Buyer agrees to indemnify the Company in respect of all costs and penalties.

(vi) Without prejudice to the generality of the foregoing, the Company will use its best endeavors to fulfill its obligations regarding the supply and delivery of the Goods and its other obligations but will nonetheless have the right to cancel delivery or to reduce the amount delivered or agreed due to circumstances beyond the control of the Company including (but not limited to) disease, drought, pollution or the failure of egg supplies.

(vii) Without prejudice to the generality of the foregoing in no circumstances whatsoever is the Company liable for consequential loss (including loss of profits).

(viii) Without prejudice to the generality of the foregoing, the Company undertakes that it will take all reasonable and normal steps to ensure that the Goods are free from any contamination including carrying out regular Health Checks. As long as the Company has complied with its obligation in the clause it will not be liable to the Buyer in the event that all or any of the Goods are found to be subject to contamination and in the event that contamination does occur or has occurred the Company will not be liable to the Buyer in any way. In the clause the word “contamination” shall include but is not limited to disease, unfitness for rearing or resale or consumption. No warranty is given or implied in this respect.

7. General

No variation of these conditions will be valid unless in writing and signed by a duly authorised officer of the Company.