The customer's attention is drawn in particular to the provisions of clause 10 (Limitation of Liability).

1. Interpretation

1.1 Definitions:

Astrak: Astrak Group Limited, incorporated and registered in Scotland with company number SC468615, whose registered office is at Wheatfield Road, Dunnikier Business Park, Kirkcaldy, KY1 3PD, together with any group company, any of its subsidiaries or holding companies from time to time, and any subsidiary of any holding company from time to time, including (but not limited to) Astrak UK Limited (SC460501) and the Company's international entities in France, Germany and Denmark.

Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in Scotland are open for business.

Conditions: the terms and conditions set out in this document.

Contract: the contract between Astrak and the Customer for the sale and purchase of the Goods in accordance with these Conditions.

Customer: the person or firm who purchases the Goods from Astrak.

Force Majeure Event: an event or circumstance beyond a party's reasonable control.

Goods: the goods (or any part of them) ordered from Astrak.

1.2 Interpretation:

(a) a reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted, and includes any subordinate legislation made under it;

(b) any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms;

(c) a reference to writing or written includes emails.

2. Basis of Contract

2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.2 An order for the Goods constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the order and any applicable specification are complete and accurate.

2.3 The order shall only be deemed accepted when Astrak issues an acceptance of the order, at which point the Contract shall come into existence.

2.4 The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any of the Customer's documents that is inconsistent with these Conditions.

2.5 Any samples, drawings, descriptive matter or advertising produced by Astrak, and any descriptions or illustrations in Astrak's catalogues or brochures, are produced solely to give an approximate idea of the Goods. They shall not form part of the Contract nor have any contractual force.

2.6 Any quotation for the Goods given by Astrak shall not constitute an offer.

3. Goods

Astrak reserves the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirements.

4. Delivery

4.1 Delivery is completed on the completion of unloading of the Goods at the Delivery Location.

4.2 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence.

4.3 Astrak shall not be liable for: (i) any failure to deliver the Goods; (ii) any delay in delivery caused by a Force Majeure Event; or (iii) the Customer's failure to provide adequate delivery instructions or any other relevant instructions.

5. Quality

5.1 Subject to clause 3, Astrak warrants that on delivery and for the warranty period expressed to the Customer before the Contract is entered into ("the warranty period") the Goods shall: (a) conform in all material respects with their description; and (b) be free from material defects in design, material and workmanship.

5.2 Subject to clause 3, if (a) the Customer gives written notice within the warranty period that some or all of the Goods do not comply with the warranty; (b) Astrak is given a reasonable opportunity of examining such Goods; and (c) such Goods are returned to Astrak's place of business at Astrak's cost — Astrak shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.

5.3 Astrak shall not be liable for the Goods' failure to comply with the warranty where: (a) the Customer makes further use of such Goods after giving notice; (b) the defect arises because the Customer failed to follow Astrak's instructions (or good trade practice) as to storage, commissioning, installation, use and maintenance; (c) the defect arises from Astrak following a specification supplied by the Customer; (d) the Customer alters or repairs such Goods without Astrak's written consent; (e) the Customer uses the Goods outwith the ordinary course of good trade practice; (f) the defect arises from fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or (g) the Goods differ from their description as a result of changes made to comply with statutory or regulatory requirements.

5.4 Except as provided in this clause 5, Astrak shall have no liability in respect of the Goods' failure to comply with the warranty. 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. These Conditions shall apply to any repaired or replacement Goods supplied by Astrak.

6. Return of Goods

6.1 Astrak reserves the right to refund the price of Goods where there has been no breach of the warranty at clause 5.1 and the Customer has changed their mind.

6.2 Subject to clause 3, if (a) the Customer gives written notice within 30 days of delivery of their wish to return the Goods; (b) Astrak is given a reasonable opportunity of examining them; (c) the Customer returns all paperwork, including the order number and return authorisation number; and (d) the Goods are returned to Astrak's place of business within 90 days of delivery (at the Customer's cost) — Astrak shall, at its option, refund the price of the Goods less the re-stocking charge at clause 6.4.

6.3 The Customer shall not be entitled to a refund where: (a) the Customer makes further use of the Goods after giving notice; (b) the Customer alters or repairs the Goods; (c) the Customer uses the Goods outwith the ordinary course of good trade practice; (d) the Goods are not in good or re-saleable condition; or (e) the Goods differ from their description.

6.4 Astrak is entitled to apply a re-stocking charge: (a) 10% of the price where Goods are returned within 30 days of delivery; and (b) 25% of the total price where Goods are returned between 31 and 90 days of delivery.

7. Title and Risk

7.1 The risk in the Goods shall pass to the Customer on completion of delivery.

7.2 Title to the Goods shall not pass to the Customer until Astrak receives payment in full (in cash or cleared funds) for the Goods and any other goods Astrak has supplied in respect of which payment has become due.

7.3 Until title passes, the Customer shall: (a) store the Goods separately so they remain identifiable as Astrak's property; (b) not remove, deface or obscure any identifying mark or packaging; (c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from delivery; (d) notify Astrak immediately if it becomes subject to any insolvency event; and (e) give Astrak such information relating to the Goods as Astrak may require.

7.4 Subject to clause 7.5, the Customer may resell or use the Goods in the ordinary course of business before Astrak receives payment; if the Customer resells before that time, title passes from Astrak to the Customer immediately before the resale occurs.

7.5 If, before title passes, the Customer becomes subject to an insolvency event, the Customer's right to resell or use the Goods ceases immediately, and Astrak may require the Customer to deliver up all Goods in its possession not resold or irrevocably incorporated into another product — and, failing prompt delivery, enter any premises to recover them.

8. Price and Payment

8.1 The price of the Goods shall be the price notified to the Customer at the time of acceptance of the order.

8.2 Astrak may, by notice before delivery, increase the price to reflect any increase in cost due to: (a) any factor beyond Astrak's control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs); (b) any request by the Customer to change delivery dates, quantities or types of Goods; or (c) any delay caused by the Customer's instructions or failure to give adequate information.

8.3 The price shall be specified together with any VAT. Any other applicable charges such as transport, packaging and insurance shall also be specified on an invoice.

8.4 Astrak may invoice the Customer on or at any time after dispatch of the Goods.

8.5 Except where the Customer holds a credit account, payment will be made at the time of ordering. Where the Customer holds a credit account, payment is due on the last day of the month following the one in which the invoice is dated. All payment dates shall be indicated on each invoice.

8.6 Payment shall be made to the bank account nominated in writing by Astrak. Time for payment is of the essence.

8.7 If the Customer fails to make any payment by the due date, Astrak reserves the right to charge interest on the overdue amount at 4% per annum above HSBC's base rate from time to time, accruing daily from the due date until actual payment, whether before or after judgment.

8.8 The Customer shall pay all amounts due in full without set-off, counterclaim, deduction or withholding (except as required by law). Astrak may set off any amount owing to it by the Customer against any amount payable by Astrak to the Customer.

9. Termination

9.1 Without limiting its other rights or remedies, Astrak may terminate the Contract with immediate effect by written notice if: (a) the Customer commits a material breach and (if remediable) fails to remedy it within 60 days of written notice; (b) the Customer takes any step in connection with administration, liquidation, composition with creditors, winding up, receivership or ceasing to carry on business (or any analogous procedure in another jurisdiction); (c) the Customer suspends or ceases, or threatens to suspend or cease, all or a substantial part of its business; or (d) the Customer's financial position deteriorates so far that, in Astrak's opinion, its ability to fulfil its obligations is in jeopardy.

9.2 Without limiting its other rights, Astrak may suspend provision of the Goods if the Customer becomes (or Astrak reasonably believes is about to become) subject to any of the events in clause 9.1, or if the Customer fails to pay any amount due on the due date.

9.3 Without limiting its other rights, Astrak may terminate the Contract with immediate effect by written notice if the Customer fails to pay any amount due on the due date.

9.4 On termination for any reason, the Customer shall immediately pay all of Astrak's outstanding unpaid invoices and interest, together with any costs and expenses reasonably incurred by Astrak in collecting payment.

9.5 Termination shall not affect any rights and remedies accrued as at termination, including the right to claim damages for any prior breach.

9.6 Any provision intended to come into or continue in force on or after termination shall remain in full force and effect.

10. Limitation of Liability

10.1 Nothing in these Conditions shall limit or exclude Astrak's liability for: (a) death or personal injury caused by its negligence, or that of its employees, agents or subcontractors; (b) fraud or fraudulent misrepresentation; (c) breach of the terms implied by section 12 of the Sale of Goods Act 1979; (d) defective products under the Consumer Protection Act 1987; or (e) any matter in respect of which it would be unlawful for Astrak to exclude or restrict liability.

10.2 Subject to clause 10.1: (a) Astrak shall under no circumstances be liable, whether in contract, delict (including negligence), breach of statutory duty or otherwise, for any loss of profit or any indirect or consequential loss arising under or in connection with the Contract; and (b) Astrak's total liability in respect of all other losses shall in no circumstances exceed 100% of the price of the Goods.

11. Limited Companies

Where the Customer is a limited company rather than a sole trader or partnership, Astrak will act on the basis that all directors of the limited company are liable jointly and severally for the price of the Goods, irrespective of when a director may be appointed. Joint and several liability applies whilst an invoice is outstanding and whilst these terms apply. These provisions apply mutatis mutandis where the Customer is a limited liability partnership.

12. Force Majeure

Neither party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any obligation if such delay or failure results from a Force Majeure Event. If the period of delay or non-performance continues for 3 months, the party not affected may terminate this Contract by giving 4 weeks' written notice to the affected party.

13. General

13.1 Assignment and other dealings. (a) Astrak may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract. (b) The Customer may not do so without Astrak's prior written consent.

13.2 Confidentiality. Each party shall keep the other's confidential information confidential, except to its employees, officers, representatives or advisers who need to know it for the purposes of the Contract (who must comply with this clause), or as required by law, a court of competent jurisdiction or any governmental or regulatory authority. Neither party shall use the other's confidential information except to exercise its rights and perform its obligations under the Contract.

13.3 Entire agreement. This Contract constitutes the entire agreement between the parties and supersedes all previous agreements, promises, assurances, warranties, representations and understandings, whether written or oral, relating to its subject matter. Each party agrees it shall have no remedies in respect of any statement, representation, assurance or warranty not set out in this agreement.

13.4 Variation. No variation of this Contract shall be effective unless in writing and signed by the parties (or their authorised representatives).

13.5 Waiver. No failure or delay in exercising any right or remedy shall constitute a waiver, nor shall any single or partial exercise prevent further exercise of that or any other right or remedy.

13.6 Severance. If any provision is or becomes invalid, illegal or unenforceable, it shall be modified to the minimum extent necessary to make it valid and enforceable; if not possible, it shall be deemed deleted. Any such modification or deletion shall not affect the validity and enforceability of the rest of the Contract.

13.7 Notices. Any notice shall be in writing, addressed to the party at its registered office (if a company) or principal place of business, and delivered personally, by pre-paid first class post or next-working-day delivery service, commercial courier, or email. Deemed receipt: if delivered personally, when left at the address; if by pre-paid first class post or next-working-day service, at 9.00am on the second Business Day after posting; if by commercial courier, on the date the delivery receipt is signed; if by email, one Business Day after transmission. This clause does not apply to the service of proceedings.

13.8 Third party rights. No one other than a party to this Contract and their permitted assignees shall have any right to enforce any of its terms.

13.9 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it, shall be governed by and construed in accordance with Scots law.

13.10 Jurisdiction. Each party irrevocably agrees that the Scottish courts shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Contract or its subject matter or formation.