CONDITIONS OF SALE

1. INTERPRETATION. In these Conditions of Sale (the "Conditions"):

"Buyer" means the person who accepts a quotation of Seller for the sale of the Goods or whose order for the Goods is accepted by Seller.

"Seller" means Brockley Group Limited.

"Goods" means the goods or materials the subject of the contract between Seller and Buyer [together with the packaging for such Goods]

2. CONTRACT. Unless otherwise agreed in writing, each order for Goods shall be deemed to be a separate contract for the sale of goods between Seller and Buyer.

3. PRICE INCREASES. Seller reserves the right to increase the price of Goods by giving notice at any time before delivery or payment in full (whichever shall first occur).

4. WEIGHT AND VOLUME OF GOODS. The weight and volume of Goods delivered shall be determined at Seller's or Seller's agent's premises and shall be deemed to be the weight and volume of the Goods delivered, unless Buyer or Buyer's agent notify any discrepancy in accordance with Condition 18(c) below.

5. QUALITY TOLERANCES. Seller reserves the right to deliver on foot of any order an excess or deficiency up to 10% of weight or volume of Goods ordered.

6. WARRANTIES AND LIABILITIES.

(a) Seller warrants that the Goods shall comply with Seller's specification for the Goods as current from time to time. Seller does not warrant the fitness of the Goods for any particular purpose, even though that purpose be known to him, and no such warranty is to implied from the name or description under which the Goods are sold. Save as aforesaid, all other warranties, whether made orally or implied by circumstances, custom, contract, equity, statute or common law are hereby excluded with respect to the Goods to the fullest extent permitted by law. Without prejudice to the generality of the foregoing, all terms implied by Sections 13, 14 and 15 of the Sale of Goods Act 1893 and all terms implied by the Sale of Goods and Supply of Service Act, 1980 are hereby excluded to the extent that such is fair and reasonable. Seller expressly disclaims any warranties not stated herein. For the avoidance of doubt, Buyer confirms that he enters into these Conditions in the course of its business and not as a consumer for the purposes of or within the meaning of the Sale of Goods and Supply of Services Act 1893 and 1980.

(b) Seller's liability in contract or tort under statute or otherwise at law for any damage arising (whether or not from Seller's own negligence) directly or indirectly out of the supply or use of the goods, or of the packages or pallets or containers by which the goods are delivered, shall be limited to the invoiced value of the delivery from which the loss or damage arises.

(c) Notwithstanding any other provision of these Conditions, Seller shall not be liable to Buyer for any indirect, special, incidental, punitive or consequential loss or damages, whether occasioned by the negligence, fault, error, omission, act or breach of Seller, its employees and contractors and sub-contractors and which shall include, without limitation, economic loss, loss of contracts, loss of business, revenue or profits, loss of investments, loss of anticipated savings, capital costs or extra administrative cost, loss of customers, loss of goodwill or reputation or loss of use or data, whether or not foreseeable, arising out of or in connection with these Conditions, whether in an action based on statute, contract, equity or tort including negligence or otherwise in law.

7. FORCE MAJEURE. Neither party shall be responsible or liable to the other for any failure or delay or consequence thereof in the performance of any of its obligations in these Conditions owing to fire, strike, lock-out, industrial dispute, delay in transport, shortage of fuel, lack of power or resources, inability to obtain materials, embargo, act, refusal of licence, change in any primary or secondary legislation or applicable requirements of government or any competent authority, war or hostilities or armed conflict (whether war be declared or not) or to any other cause whatsoever beyond the party's reasonable control including the after effects of any of the foregoing and whether same takes place or has effects in Ireland or elsewhere. If Buyer is prevented from or delayed in taking delivery from Seller for any such reason within three days of the date upon which delivery would have taken place had force majeure not occurred, Buyer shall, after giving Seller written notice of its intention to do so, be at liberty to purchase elsewhere at its own cost and risk, such quantities of Goods as Seller may be unable to deliver. The period of this contract shall not be extended by reason of any such circumstances.

8. SUITABILITY OF COLLECTING VEHICLES/STORAGE FACILITY.

(a) In the case of Goods delivered by road or rail tanker or bulk container, Seller reserves the right at any time without notice to refuse to make delivery of any quantity of Goods without incurring any liability as a result thereof, if, in the opinion of Seller, Buyer storage tank or other installation (or any equipment of Buyer required to be used in connection therewith) into which such quantity of Goods would be transferred on delivery is unsuitable by reason of inaccessibility to such transport, or dangerous to persons or property, or does or would contravene any statute, regulation, bye-law or other rule having the force of the law. In such event, Seller shall be entitled to recover from Buyer all reasonable freight and other costs payable to Seller.

(b) Notwithstanding any other provision in these Conditions, Seller shall not be liable for any loss, damages, proceedings, suits, third party claims, judgments, awards, expenses or costs (including legal costs) taken against or incurred by Buyer arising out of the Buyer's reliance on any recommendations, advice or suggestions given by Seller relating to the collection vehicle used by Buyer or the use or storage of the Goods.

9. DELIVERY.

(a) Should Seller fail to make delivery of Goods or any part thereof within [28 days] of the date stated for delivery for any cause other than those mentioned in Conditions 7 and 8, then Seller's liability in respect of such failure shall be limited to the proved excess (if any) over the price under this contract of the cost to Buyer of similar goods to replace those not delivered (having made reasonable efforts to purchase such goods in the cheapest available and reasonably convenient market) subject always, for the avoidance of doubt, to the provisions of Condition 6(b).

(b) Not withstanding Condition 9(a) above, should Buyer fail to take delivery of Goods, or any part thereof, at the times stated for delivery by reason of any cause other than those mentioned in Condition 4 above, then Seller shall be entitled to cancel such delivery and all other outstanding deliveries of instalments and to charge Buyer with any loss suffered.

(c) Small deliveries to Buyer or small collections by Buyer may incur a surcharge. Small deliveries to Buyer or collections by Buyer are deemed to be 350 kilos or less.

10. DELIVERY AND RISK. Unless otherwise agreed in writing between Seller and Buyer the following provisions shall apply:

(a) All risk in the Goods shall pass to Buyer when the Goods are delivered to Buyer's premises or when collected by Buyer or his carrier.

(b) Subject to Condition 9(a), the delivery or collection times and dates specified on Seller's acceptance of order are estimates only and Seller shall not be liable for any loss, damages, proceedings, suits, third party claims, judgments, awards, expenses or costs (including legal costs) taken against or incurred by Buyer resulting from any delay in delivery irrespective of how such delay was caused, nor shall Buyer be entitled to refuse to accept the Goods because of any delay.

(c) Buyer shall be solely responsible for the proper unloading or discharging of Goods.

(d) Delivery of Goods by road tanker, or bulk container to Buyer is deemed to have been accepted when Goods have passed tanker or containers final flange or from the end of its own discharge line, whichever is the last.

11. NON-ASSIGNABILITY. This contract is not assignable by Buyer without Seller's prior consent in writing, which consent shall not be unreasonably withheld.

12. NOT FOR RESALE. Buyer shall not resell the Goods in the original packages without the prior consent in writing of Seller, which consent shall not be unreasonably withheld.

13. TITLE OF GOODS.

(a) Legal title to the Goods shall not pass to Buyer until Seller receives payment in full (in cash or cleared funds) of all sums due whether in respect of the Goods or otherwise due owing or incurred, including VAT. Until legal title passes, Buyer shall hold the Goods on a fiduciary basis as Seller's bailee and shall store the Goods (at no cost to Seller) in such a way that they remain readily identifiable as Seller's property. Furthermore, Seller reserves the right to repossess such Goods and resell same to a third party upon non-payment in part or in full by Buyer for such Goods. Buyer hereby grants an irrevocable right and licence to Seller, its representatives or agents to enter upon all and any of its premises to recover such Goods.

(b) Where the Goods to which Seller remains entitled are re-sold by Buyer, Buyer shall hold as trustee for Seller all monies recovered from the sale of such Goods in a separate account whereby the monies will be readily identifiable as being referable to the Goods and attributable to Seller.

14. PAYMENT.

(a) Payment in full, including VAT, where applicable, shall be made and received by the date for payment stipulated on the front of the invoice or otherwise as agreed in writing.

(b) Seller reserves the right to charge interest in accordance with the terms of the European Communities (Late Payment in Commercial Transactions) Regulations, 2002 on any sums not received by the date referred to in Condition 14(a) from that date until full payment is received by Seller.

(c) Any credit given by Seller in respect of this contract may be terminated immediately and the price of the contract may become immediately due for payment without prejudice to Seller under this Condition 14 if Buyer fails to make any payments due to Seller by the time stipulated in respect of any other goods which are subject to a contract of sale between Seller and Buyer.

15. PACKAGES, PALLETS AND CONTAINERS.

(a) In those cases where Seller charges Buyer for containers used for deliveries, it is the responsibility of Buyer to return the containers to Seller within 90 days of the date of delivery in order to obtain any refund due.

(b) Where packages, pallets or other containers are stated to be returnable they should be returned in good order and condition at Buyer's expense to Seller's depot, and Buyer shall notify Seller of the date of despatch thereto. If Buyer fails within a reasonable period, and in any case within 90 days, to return any such package or pallet or container in good order and condition, Buyer shall pay the cost of replacement thereof.

(c) Where deliveries are made in bulk in bins or boxes, Buyer shall be responsible for any loss or damage to such bulk bins or boxes between delivery to Buyer and collection by Seller, and if any such bulk bin or box is not notified to Seller as available for collection from Buyer within a period of 90 days from the date of delivery then demurrage shall be payable by Buyer at the rate prevailing in respect of each succeeding day immediately following such period of 90 days until the date of which Seller receives written notification from Buyer that such bulk bin or box is available for collection.

(d) If Buyer does not promptly discharge road tankers, or does not promptly discharge and return rail wagons, Seller shall have the right to charge Buyer demurrage at the prevailing rate in respect of consequent delays.

16. SUSPENSION AND CANCELLATION. Without prejudice to its other rights and remedies, Seller may defer or cancel any further deliveries or instalments of Goods due in the event that Buyer shall:

(a) fail to make any payment when it comes due;

(b) enter into any composition or arrangement with its creditors;

(c) being an incorporated company, have a receiver or examiner appointed over all or any part of its undertaking or shall pass a resolution for winding up or a court shall make an Order to that effect;

(d) not being an incorporated company, be declared bankrupt or undergo any procedure analogous to the above;

(e) be in breach of these Conditions or any provision thereof; or

(f) or any event similar to any of the foregoing occurs in any other jurisdiction.

(g) If the Buyer requests cancellation of the Contract this will only be accepted at the sole discretion of the Seller which will not be exercised unreasonably and unless otherwise agreed in Writing only upon condition that any costs, charges or expenses (both direct and indirect) incurred by the Seller up to the date of cancellation and the value of all loss or damage (both direct and indirect) incurred by the Seller by reason of such cancellation will be reimbursed by the Buyer to the seller immediately before such cancellation is effective. Acceptance by the Seller of any cancellation request by the Buyer will only be binding upon the Seller if it is made in Writing.

(h) The Seller shall suspend the performance of the Contract upon receipt in Writing from the Buyer so to do but only for a period not exceeding 28 days and the Buyer shall reimburse the seller for all storage charges and other additional costs the Seller incurs thereby and such costs shall be added to and form part of the price of the Goods. If the suspension as aforesaid continues for a period of more than 28 days then the Seller may terminate the Contract and the rights and liabilities of the parties thereto shall be the same as if the Contract had been cancelled in accordance with Condition 16(g).

(i) If the Seller shall be prevented for delivering the Goods in accordance with the Contract as a result of delay or default on the part of the Buyer or any other reason beyond the Seller's reasonable control and the Contract is not cancelled in accordance with the other provisions of this Condition 16, the Seller shall be entitled to reschedule the date or dates of delivery of those Goods to the time or times it shall reasonably require taking into account its commitments to third parties. The Seller shall also be entitled to be paid insurance, handling and storage charges for Goods and such costs shall be added to and form part of the price for the Goods in the event of such delay by the Buyer and not withstanding Condition 10 such Goods shall be at the sole risk of the Buyer.

(j) The Sellers rights contained in Condition 13 (but not the Buyer's rights) shall continue notwithstanding termination of the Contract for any reason whatsoever.

(k) The termination of the Contract for whatever reason will be without prejudice to the rights and duties of either party accrued prior to the termination

17. EXTRA COSTS AND ADDITIONAL COST.

(a) The Buyer will pay to the Seller any extra costs that it incurs as a result of any variation, delay or suspension of work arising from any act or omission by the Buyer or any other contractor employed by the Buyer or any other circumstance for which the Seller is not responsible.

(b) When the Buyer requires Goods to be provided in addition to those set out in the Contract but as a part of the Contract, the Buyer shall place an Order in writing therefore upon acceptance in Writing by the Seller of such Order the provisions of these Conditions shall apply to those additional goods.

18. CLAIMS.

(a) All claims for damage to or partial loss of Goods in transit must be submitted in writing to carrier and Seller or Seller's agent within three days of delivery and the delivery note must be endorsed accordingly.

(b) All claims for non-delivery of the whole of any consignment, or of any separate package forming part of a consignment of Goods must be submitted in writing to the carrier and Seller or Seller's agent within seven days of receipt by Buyer or Buyer's agent of Seller's invoice or advice note, whichever is the earlier.

(c) As soon as reasonably practicable and in any event within seven days of receipt of the Goods, Buyer shall examine them for the purpose of ascertaining whether they conform to the contract, and if such Goods do not conform, Buyer shall promptly give written notice thereof to Seller with sufficient particulars. Buyer shall permit Seller to investigate the matters relevant to such notification before the remainder of the Goods comprised in the same consignment are used or returned to Seller.

(d) In the absence of notification of a claim or otherwise in accordance with 18(a), (b) or (c), the Goods shall be deemed to have been delivered and accepted in conformity with the contract.

19. TRADE MARKS AND PATENTS.

(a) Nothing contained in these Conditions, whether express or implied shall be deemed to confer any rights upon Buyer to apply any trade mark, services mark, patent, design or other intellectual property rights owned or licensed for use by Seller or any of Seller's associated companies to any Goods.

(b) When Goods are made or adapted by Seller in accordance with Buyer's specification, Buyer shall indemnify Seller against any loss, damages, proceedings, suits, third party claims, judgments, awards, expenses or costs (including legal costs) taken against or incurred by Seller as a result of any infringement or alleged infringement by such Goods of the intellectual property rights of third parties.

20. VARIATION OF CONDITIONS. No conditions or terms contained in a purchase order, condition of purchase or other communications or documentation of Buyer shall avoid or vary these Conditions or any provision thereof which as whole or separately cannot be avoided or varied except with the prior written agreement of Seller.

21. WAIVER. Failure or delay by Seller to exercise or enforce any rights hereunder shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement thereof at time or times thereafter.

22. ILLEGALITY AND SEVERANCE. If any provision of these Conditions is held by a court or any competent authority to be invalid or unenforceable in whole or in part then that provision shall, to the extent required, be severed from the Conditions and shall be ineffective without as far as possible modifying any other provision or part of the order and this shall not affect any other provisions of the order which shall so far as is reasonably possible remain in full force and effect.

23. ENTIRE AGREEMENT. These provisions constitute the entire agreement between Seller and Buyer and replace all prior agreements, understandings, statements and communications between Seller and Buyer.

24. SUB-CONTRACTING. Seller may assign, licence or subcontract all or any part of its rights or obligations under any order for Goods.

25. GOVERNING LAW. The formation, existence, construction, performance, validity and all aspects whatsoever of the order or of any term of the contract shall be governed by Irish Law. The Irish Courts shall have exclusive jurisdiction to settle any disputes which may arise out of or in connection with the order.

26. ACCEPTANCE. All purchase orders will be considered as acceptance of all conditions and terms as described above.

Deposit Charges - Returnable Packaging	Euros	Sterling
BlueCat IBCP BD Returnable	100	80
BlueCat IBCP TD CDS Returnable	120	100
BlueCat IBCP TD SS Returnable	150	130
Small Delivery Surcharge
LESS THAN 350 KILOS	14.50	12.50
Rental Charges per week (after 90 days)
IBC SS (stainless steel IBC's)	14.50	12.50

*Packaging must be returned within six months of issue to quality for a return of any deposit charges

NH.RevIII 23.09.2009