CASTLE CHEMICALS LIMITED
GENERAL CONDITIONS OF SALE

MARCH 2021 Edition

The Buyer’s attention is drawn to the limitations of liability contained in this Agreement and in particular to the provisions of
clause 14 below. The Buyer’s attention is also drawn to the provisions of clause 18.1 which require the Buyer to examine the
Goods promptly after delivery.

1. DEFINITIONS
   In these Conditions:
   1.1 “Castle” means Castle Chemicals Ltd (registered in Scotland under number SC157459) whose registered office is at 4th Floor, 115 George Street, Edinburgh, Lothian EH2 4JN1.2 “Buyer” means any person or persons, firm or firms,
   company or companies, authority or authorities who shall
   order or buy the Goods.
   1.3 “Contract” means the particular individual contract for the
   supply of the Goods by Castle to the Buyer.
   1.4 “Goods” means the goods or materials supplied or sold by
   Castle to the Buyer as specified in the Sales Order
   Confirmation.
   1.5 “Incoterms” means Incoterms 2000 as published by the
   International Chamber of Commerce in 1999 or such other
   edition in force at the date when the Contract is made.
   1.6 “Intellectual Property” means patents, registered and
   unregistered trademarks, registered designs, applications
   for any of the foregoing and the right to apply for any of the
   foregoing in any part of the world, confidential information,
   business names, brand names, copyright and rights in the
   nature of copyright and design rights and get up, know
   how, domain names, inventions, service marks, and
   database rights and like rights wherever situated in the
   world.
   1.7 “Order” means an order placed for the Goods.
   1.8 “Sales Order Confirmation” means the document entitled
   sales order confirmation generated by Castle and sent by
   post, fax or e-mail by Castle to the Buyer.
   1.9 “Safety Legislation” means the Health and Safety at Work
   Act 1974 etc. The Consumer Protection Act 1987 and all
   regulations thereunder; The General Product Safety
   Regulations 2005 and all other legislation from time to time
   (including subordinate legislation and European Union and
   European Economic Area legislation to the effect that it
   has direct effect in Member States) imposing legal
   requirements with respect to the safety of goods the
   handling transportation storage or disposal of goods or
   goods incorporating the Goods and the health and safety
   of the users of the Goods.
   1.10 “Special Conditions” means such additional terms agreed
   from time to time in writing between Castle and the Buyer.
   1.11 “Time of Delivery” has the meaning given in Clause 7.5,
   7.6 or 7.7 as the case may be.
   1.12 Reference to any statutory provision includes a reference
   to that statute or statutory provision as from time to time
   amended, extended or re-enacted.
   1.13 To the extent of any conflict between these Conditions and
   the Special Conditions, the Special Conditions shall
   prevail.
   1.14 Reference to any Clause is to a clause of these
   Conditions.
   1.15 In this document and in any Special Conditions:
   1.15.1 the headings are for convenience only and shall not affect
   the interpretation of this document or those Special
   Conditions;
   1.15.2 the use of the plural shall include the singular and the use
   of the singular shall include the plural;
   1.15.3 references to the masculine, feminine or neuter genders
   shall include each and every gender.
2. APPLICABILITY OF TERMS
   2.1 Unless otherwise expressly agreed in writing by Castle
   every Contract shall be governed in all respects by these
   Conditions and any Special Conditions. These Conditions
   shall apply in respect of any containers or pallets
   belonging to Castle which are used in connection with the
   delivery of the Goods. These Conditions shall apply to any
   services that Castle supplies which are ancillary to the
   supply of the Goods to the maximum extent feasible.
   2.2 Castle’s quotation is not to be taken as an offer and no
   Contract shall take effect unless and until a Sales Order
   Confirmation has been despatched by Castle to the Buyer.
   2.3 Castle is prepared to receive the Buyer’s Order by
   telephone, by fax or by e-mail but will accept no
   responsibility whatsoever for any error or omission in the
   transmission of the Buyer’s Order.
   2.4 Castle shall be entitled to rely in all respects and in all
   circumstances on the contents of the Sales Order
   Confirmation as stating the quantity and grade of the
   Goods that are to be supplied. Accordingly, it shall be the
   Buyer’s sole responsibility to check Sales Order
   Confirmation and to notify Castle forthwith after the receipt
   of the same where the Goods are not properly stated in
   the Sales Order Confirmation.
   2.5 Where there is a conflict between the Sales Order
   Confirmation and any quotation or estimate that Castle
   may have given, the Sales Order Confirmation shall
   always prevail.
   2.6 The Buyer acknowledges that these Conditions shall
   prevail over any qualification or condition purported to be
   imposed by the Buyer and any previous course of dealing
   between the Buyer and Castle.
   2.7 The Contract shall be based solely on these Conditions
   and any Special Conditions.
   2.8 The Buyer expressly agrees that these Conditions and any
   Special Conditions shall take precedence over any
   contractual provisions proffered by the Buyer. Castle shall
   not be bound by and does not agree to any contractual
   provisions proffered by the Buyer save to the extent, if any,
   that Castle expressly agrees to the same in writing. The
   Buyer agrees that no actions taken by Castle shall be
   interpreted as Castle accepting any contractual provisions
   proffered by the Buyer.
3. PUBLICATIONS AND REPRESENTATIONS
   3.1 All descriptions, illustrations and information contained in
   (i) Castle’s catalogues, price lists, advertising matter and
   other publications and (ii) labels attached or affixed to
   Castle’s containers and packaging or any other collateral
   item relating to the Goods shall be regarded as
   approximate only and are to present merely a general idea
   of the Goods described in them and shall not form part of
   the Contract or be deemed to import any warranty
   regarding the Goods unless and to the extent that the
   contrary is expressly agreed in writing by Castle.
   3.2
   3.2 The Buyer acknowledges that in entering into the Contract,
   it has not relied upon any oral or written representations
   undertakings or warranties made by or on behalf of Castle
   save to the extent that any such representation is set forth
   in writing and expressly included in the Contract.
   3.3 Nothing in the Contract shall be taken to exclude Castle’s
   responsibility in the case of a fraudulent misrepresentation
   made by Castle or for which Castle is liable.
4. PRICES
   4.1 Save as otherwise agreed in writing by Castle or as
   indicated in the Sales Order Confirmation or any Special
   Conditions, the price of the Goods will be that prevailing at
   the Time of Delivery. Save to the extent that the contrary
   may be stated in the Sales Order Confirmation, the price of
   the Goods is stated as a price per tonne, litre or kilogram
   as appropriate. Save to the extent that the contrary may
   be stated in the Sales Order Confirmation, the price of the
   Goods shall exclude transportation, insurance, delivery
   and unloading.
   4.2 Save as expressly stated otherwise by Castle in writing,
   prices are quoted by Castle exclusive of VAT, which Castle
   shall add at the appropriate prevailing rate.
   4.3 Castle shall be entitled to charge the Buyer interest on any
   sums paid late under a Contract from the due date until the
   date of payment. Such interest shall be calculated on a
   daily basis at the rate of three per cent (3%) above the
   base lending rate of National Westminster Bank plc from time to
   time prevailing, as well after as before any judgement.
   4.4 Where the price of an element of power, fuel, raw material
   or transport used or contracted for by Castle to
   manufacture the Goods increases above the price payable
   as at the date of the Contract then Castle may increase the
   price payable by the Buyer by a commensurate amount
   calculated by Castle acting reasonably and taking into
   account that increase and the proportionate amount of that
   element within the total manufacturing cost of the Goods.
   Castle shall notify or e-mail the Buyer of the said increase
   in the price of the Goods. The Buyer may terminate the
   Contract by giving notice to Castle promptly after receipt of
   any such notice or e-mail. Where the Buyer does not
   terminate the Contract promptly after receipt of any such
   notice or e-mail and in any event twenty four (24) hours
   before the time that the Goods are scheduled to leave
   Castle’s premises, the Buyer shall be bound to accept the
   delivery of the Goods at the new price.
5. RESERVATION OF TITLE – RISK AND PROPERTY
   5.1 Risk of damage to or loss of the Goods shall pass to the
   Buyer at the Time of Delivery.
   5.2 Notwithstanding delivery and the passing of risk in the
   Goods, or any other provision of these Conditions, the
   property in the Goods shall not pass to the Buyer until
   Castle has received in cash or cleared funds payment in
   full of the price of the Goods.
   5.3 Until such time as the property in the Goods passes to the
   Buyer, the Buyer shall hold the Goods as Castle’s fiduciary
   agent and bailee and shall keep the Goods separate from
   those of the Buyer and third parties and properly stored,
   protected and insured and identified as Castle’s property,
   but shall be entitled to resell or use the Goods in the
   ordinary course of its business.
   5.4 Until such time as the property in the Goods passes to the
   Buyer (and provided the Goods are still in separate
   identifiable existence and have not been resold) Castle
   shall be entitled at any time to require the Buyer to deliver
   up the Goods to Castle and, if the Buyer fails to do so
   forthwith, to enter upon any premises of the Buyer or any
   third party where the Goods are stored and repossess the
   Goods.
   5.5 The Buyer shall not be entitled to pledge or in any way
   charge by way of security for any indebtedness any of the
   Goods which remain the property of Castle, but if the
   Buyer does so all monies owing by the Buyer to Castle
   shall (without prejudice to any other right or remedy of
   Castle) forthwith become due and payable.
6. PAYMENT
   6.1 Castle shall be entitled to submit an invoice to the Buyer at
   any time on or after the Time of Delivery.
   6.2 The Buyer shall pay Castle’s invoice in full by the 20th day
   of the month following the month in which an invoice is
   issued by Castle.
   6.3 Notwithstanding the provisions of Conditions 6.1 and 6.2
   Castle reserves the right (in Castle’s absolute discretion) to
   require payment in full for the Goods on or before the Time
   of Delivery or otherwise to change any credit facility from
   time to time given to the Buyer.
   6.4 The Buyer shall make no deduction from the invoice price
   on account of any set-off, claim or counter-claim unless
   both the validity and the amount thereof have been
   admitted by Castle in writing.
   6.5 Where Castle at any time invoices the Buyer in relation to
   any Goods supplied in instalments pursuant to condition 8.1 below,
   then the Buyer acknowledges and agrees that the Buyer shall
   make payment to Castle in relation to any stage payment invoice in
   accordance with condition 6.2 above and will not under any
   circumstances seek to set off, deduct or counterclaim against any
   payment due to Castle in relation to any claim that the Buyer may
   then or later have against Castle in respect of any Goods supplied
   or to be supplied by Castle which are not the subject of that stage
   payment invoice.
7. DELIVERY
   7.1 Where Castle agrees or states a specified delivery date,
   Castle shall use reasonable endeavours to deliver on or
   before the relevant date, but Castle shall be under no
   obligation to do so.
   7.2 Castle shall not be obliged to make delivery at any
   specified time. The Buyer shall be obliged to accept any
   delivery during the hours of 8:30 a.m. and 4:30 p.m. on a
   day on which the banks are open for a full range of
   transactions in the territory in which the Buyer is situated
   (the “Normal Delivery Hours”). If the Buyer requests that
   delivery take place at a specified time or outside the
   Normal Delivery Hours and the same is recorded in the
   Sales Order Confirmation, Castle will use its reasonable
   endeavours to deliver at the specified time. Castle may
   charge an additional amount for such delivery, at Castle’s
   absolute discretion.
   7.3 Time shall not be of the essence with respect to any of
   Castle’s obligations arising under the Contract.
   7.4 Castle shall not be liable in respect of any loss incurred by
   the Buyer arising from any delay in delivery of the Goods
   or performance of any service.
   7.5 Where the Goods are delivered by Castle by road tanker
   or similar vehicle, the Time of Delivery shall be when the
   Goods pass the final flange on the road tanker.
   7.6 Where the Goods are delivered by Castle by drum or other
   container, the Time of Delivery shall be when the Goods
   are removed from the transporting vehicle.
   7.7 Where the Goods are collected from Castle by drum or
   other container, the Time of Delivery shall be when the
   Goods are lifted over the side of the transporting vehicle.
   7.8 Where the Goods are collected from Castle’s storage tank
   or site, in a road tanker or similar vehicle, the Time of
   Delivery shall be when the Goods pass the final flange of
   Castle’s storage tank.
   7.9 Where the Goods are delivered in some manner other
   than as specified in Conditions 7.4, 7.5, 7.6 or 7.8 above, the
   Time of Delivery shall be when the Goods leave Castle’s
   premises.
   7.10 The provisions of Conditions 7.4, 7.5, 7.6, 7.8 and 7.9 above
   are subject to any contrary provision of the Sales Order
   Confirmation which may specify a different Time of
   Delivery. Without limitation, the Sales Order Confirmation
   may specify that an Incoterm applies in which event the
   Time of Delivery shall be when delivery is effected as
   stated in that Incoterm (and if none is so stated, then in
   accordance with the provisions of Conditions 7.4, 7.5, 7.6,
   7.8 and 7.9 above).
8. DELIVERY BY INSTALMENTS
   8.1 Castle shall be entitled to deliver the Goods by
   instalments. Each instalment shall be treated as if it
   constituted a separate and distinct contract between
   Castle and the Buyer.
   8.2 Any failure, suspension or delay by Castle in respect of
   any part-delivery of the goods or the discovery of any
   defect in any of the Goods so delivered shall not entitle the
   Buyer to cancel the remainder of the contract and shall not
   affect the obligations of the Buyer in respect of the
   remainder of the Goods or the remainder of the Contract.
9. SUITABILITY OF STORAGE AND OFFLOADING
   FACILITIES
   Castle reserves the right at any time to refuse to make
   delivery of the Goods if in its sole opinion the storage and
   offloading facilities proposed by the Buyer are inadequate
   or unsuitable. Where the Goods are delivered by Castle
   such delivery shall in no way constitute a commitment or
   representation by Castle as to the adequacy or suitability
   of the Buyer’s storage or offloading facilities. The Buyer
   shall at all times be solely responsible and liable to ensure
   that the Buyer’s storage and offloading facilities are
   adequate and suitable.
10. FAILURE TO ACCEPT DELIVERY WHEN TENDERED
    10.1 Where any delay in delivery of the Goods is caused by the
    Buyer, Castle shall be entitled to charge the Buyer all
    proper costs arising out of such delay including without
    limitation the cost of returning the Goods to Castle’s
    premises, of storing the Goods and of re-delivering the
    Goods.
    10.2 Where any delay in delivery of any services is caused by
    the Buyer, Castle shall be entitled to charge the Buyer all
    proper costs arising out of such delay including without
    limitation the wasted cost of having men and materials
    ready to deliver the service.
    10.3 Notwithstanding Conditions 10.1 and 10.2 above, and subject
    to any contrary provision that Castle may agree to in
    writing, the Buyer shall be entitled to re-schedule on not
    more than one occasion delivery of the Goods by giving
    Castle reasonable notice so to do.
11. FORCE MAJEURE AND HARDSHIP
    11.1 In this Clause 11, “Force Majeure Event” means an event
    wholly beyond the reasonable control of the party claiming
    the benefit of this Clause 11 (including its sub-contractors)
    including, without limitation, act of God, war, riot, civil
    commotion, compliance with a law or governmental order,
    rule, regulation or direction, fire, flood, storm, riot, strike or
    other industrial action (including without limitation strike or
    other industrial action by the employees of the party
    claiming the benefit of this Clause 11), failure by any statutory
    undertaker, utility company, local authority or like body to
    provide services, any failure, shortage or significant price
    increase of power, fuel, raw material or transport, and any
    act or omission of any third party to the extent that
    performance of any obligation of the party claiming the
    benefit of the Clause relies thereon.
    11.2 Neither party shall be under any liability to the other party
    in respect of any failure to perform or delay in performing
    any of its contractual obligations to the other party (other
    than an obligation to pay monies) attributable to any Force
    Majeure Event and no such failure or delay shall be
    deemed for any purpose to constitute a breach of contract.
    The party seeking to take advantage of this Clause 11
    shall:
    11.2.1 give the other party notice as soon as reasonably
    practicable of the said Force Majeure Event; and
    11.2.2 use and continue to use its reasonable endeavours to
    overcome the said Force Majeure Event and to minimise
    the said failure or delay.
12. TERMINATION
    12.1 If:
    12.1.1 the Buyer makes any voluntary arrangement with its
    creditors or (being an individual or firm) becomes bankrupt
    or (being a company) goes into liquidation (otherwise than
    for the purposes of a solvent amalgamation or
    reconstruction) or has an administrator or administrative
    receiver appointed over the whole or any part of its assets;
    or12.1.2 an encumbrancer takes possession, or a receiver is
    appointed, of any of the property or assets of the Buyer; or
    12.1.3 the Buyer ceases, or threatens to cease, to carry on
    business; or
    12.1.4 Castle reasonably apprehends that any of the events
    mentioned above is about to occur in relation to the Buyer
    and notifies the Buyer accordingly; or
    12.1.5 any event takes place in any jurisdiction other than
    England which is analogous to any of the above under this
    Clause 12.1; or
    12.1.6 the Buyer is in breach of any material provision of the
    Contract and fails to remedy such breach within thirty (30)
    days of a notice from Castle indicating the breach and
    requiring the Buyer to remedy the same.
    12.2 Where Clause 12.1 applies then, without prejudice to any
    other right or remedy available to Castle, Castle shall be
    entitled to cancel the Contract or suspend any further
    deliveries under the Contract without any liability to the
    Buyer.
    12.3 Where Clause 12.1 applies and if the Goods have been
    delivered but not paid for, the price shall become
    immediately due and payable notwithstanding any
    previous agreement or arrangement to the contrary.
    12.4 The Buyer may terminate the Contract at any time not less
    than twenty four (24) hours before the time that the Goods
    are scheduled to leave Castle’s premises provided always
    that where the Buyer excercises this right, the Buyer shall
    be liable to compensate Castle for costs incurred prior to
    receipt by Castle of notice of such termination. Castle may
    issue an invoice for such costs at any time after such
    notice of termination has been received.
13. VARIATION IN SPECIFICATION
    13.1 Castle’s only responsibility shall be to deliver Goods in
    accordance with any formal written specification referred to
    in the relevant Sales Order Confirmation. If the Buyer
    wishes an alternative specification the Buyer must raise
    that issue prior to the Contract being entered into.
    13.2 Castle shall be responsible for ensuring that the Goods
    when supplied are in accordance with the specification.
    Castle shall not be obliged to undertake any tests not
    relating to the specification. Without limitation, Castle shall
    not be under any obligation to test for any contaminant not
    envisaged by the specification. The Buyer shall in
    accordance with good manufacturing principles also check
    that the Goods meet the specification prior to using the
    Goods or supplying the Goods to a third party.
    13.3 Where the Goods are pre-packaged goods that are sold
    on by Castle in the same packaging as they are bought by
    Castle, then in place of Conditions 13.1 and 13.2 above,
    Castle’s only obligation shall be to use its reasonable
    endeavours to pass on to the Buyer the warranties given
    to Castle by the seller of the Goods to Castle.
    13.4 Castle may by giving written notice or e-mail to the Buyer
    vary the specification of the Goods at any time. The Buyer
    may terminate the Contract by giving notice promptly after
    receipt of any such notice or e-mail.
14. LIABILITY
    14.1 Save as expressly provided in these Conditions or in any
    individual Contract, all terms, conditions and warranties
    implied by statute, common law or otherwise howsoever
    arising are excluded to the fullest extent permitted by law.
    The Buyer is solely responsible for satisfying itself and
    others as to the suitability of the Goods for any particular
    purpose and the Buyer acknowledges that it is relying
    solely on the Buyer’s own skill and judgement and not
    Castle’s in determining such suitability. Castle warrants
    that the Goods will comply with the specification previously
    supplied to the Buyer, as further provided for in Clause 13
    above. If no specification has previously been supplied to
    the Buyer, a specification will be supplied to the Buyer on
    request and Castle warrants that the Goods will comply
    with that specification.
    14.2 Castle’s charges to the Buyer are determined on the basis
    of the exclusions from and limitations of liability contained
    in the Contract. The Buyer expressly agrees that these
    exclusions and limitations are reasonable because of
    (amongst other matters) the likelihood that the amount of
    damages awardable to the Buyer for a breach of Contract
    by Castle may be disproportionately greater than the
    price of the Goods.
    14.3 The following provisions in this Clause 14 set out Castle’s
    entire liability (including any liability for the acts and
    omissions of its employees, agents or sub-contractors) to
    the Buyer in respect of:
    14.3.1 a breach of Castle’s contractual obligations;
    14.3.2 a tortious act or omission for which Castle is liable;
    14.3.3 an action arising out of a misrepresentation made by or on
    behalf of Castle;
    arising in connection with the performance or
    contemplated performance of the Contract or out of an act
    done or omission made as a consequence of the entry into
    by Castle of the Contract.
    14.4 The total liability which Castle shall owe to the Buyer and
    in respect of all claims shall not exceed the price of the
    Goods.
    14.5 Castle shall in no circumstances be liable to the Buyer for
    any pure economic loss, loss of profit, loss of business and
    like loss. Castle shall in no circumstances be liable to the
    Buyer for any indirect loss.
    14.6 The Buyer shall only be entitled to bring a claim against
    Castle where the Buyer issues legal proceedings against
    Castle within the period that is the lesser of (i) the shelf life
    of the Goods and (ii) the period of twelve (12) months
    commencing on the date upon which the Buyer ought
    reasonably to have known of its entitlement to bring such a
    claim.
    14.7 The exclusion of liability referred to in this Clause 14 does
    not apply so as to exclude or limit Castle’s liability for:
    14.7.1 death or personal injury resulting from the negligence of
    Castle, its servants or agents; or
    14.7.2 damage for which Castle is liable to the Buyer under Part I
    of the Consumer Protection Act 1987 and where the Buyer
    acts as a consumer pursuant to that Act;
    14.7.3 breach of Castle’s implied undertaking as to title to the
    Goods contained in Section 12 of the Sale Goods Act
    1979 or Section 2 of the Supply of Goods and Services Act
    1982.
    save that nothing in this Clause 14 shall confer a right or
    remedy upon the Buyer to which the Buyer would not
    otherwise be entitled.
    14.8 The exclusions from and limitations of liability set out in
    this Clause 14 shall be considered severably. The validity
    or unenforceability of any one paragraph or sub-paragraph
    of this Clause 14 shall not affect the validity or
    enforceability of any other part of this Clause 14.
    14.9 The provisions of this Clause 14 shall survive the
    termination of the whole or a Part of the Contract.
15. SAMPLES
    Except where the Goods are specifically ordered in writing
    against samples supplied by Castle and the Sales Order
    Confirmation expressly refers to those samples, any and
    all samples supplied by Castle are supplied for information
    only. Where the Buyer requires an additional warranty that
    the Goods comply with such a sample, the Buyer must
    communicate the same to Castle prior to the issue of a
    Sales Order Confirmation. The Sales Order Confirmation
    shall refer to any additional warranty (in the form of an
    additional specification) to which Castle may agree. Castle
    does not give any further warranty about compliance of the
    Goods with any sample other than in respect of the
    specification contained in the Sales Order Confirmation.
16. CONTAINERS AND PALLETS
    16.1 This Clause 16 shall only apply where containers or pallets
    belonging to Castle are used in connection with the
    delivery of the Goods.
    16.2 The value of all chargeable containers or pallets used in
    connection with the delivery of the Goods will be shown as
    a separate item on Castle’s sales invoice for the Goods
    and shall be paid for in full by the Buyer when payment for
    the Goods is due.
17. INTELLECTUAL PROPERTY
    The supply of any of the Goods by Castle shall not give the
    Buyer any rights whatsoever in respect of any Intellectual
    Property owned, used or enjoyed by Castle in connection
    with the Goods.
18. CLAIMS
    18.1 The Buyer shall inspect the Goods as soon as is
    practicable after the Time of Delivery and shall give to
    Castle and the carrier in writing before the end of the next
    working day after the Time of Delivery notice of any claim
    for any defect, shortage, damage or loss to the Goods
    whilst in transit. If the Buyer fails to do so, the Goods shall
    be conclusively presumed to have been received and
    accepted by the Buyer without any claim for any defect,
    shortage, damage or loss.
    18.2 The provisions of this Clause 18 shall only apply where
    any claim for any defect, shortage, damage or loss to the
    Goods is apparent on visual inspection.
19. HEALTH AND SAFETY AT WORK
    19.1 Castle undertakes to comply with health and safety
    legislation. Where required by such legislation, Castle will
    supply safety data sheets and other information regarding
    the health and safety attributes of the Goods.
    19.2 The Buyer will comply with health and safety legislation. In
    particular but without limitation, the Buyer shall fully and
    effectually indemnify Castle against any claims or
    proceedings resulting from any injury, loss or damage
    caused by:
    19.2.1 an Unexpected Defect in the Goods
    19.2.2 a failure to use the Goods in accordance with the current
    health
    and safety legislation or with any information regarding the
    health and safety attributes of the Goods supplied by or on
    behalf of Castle (whether such failure is on the part of the
    Buyer’s employees, contractors or agents, or a third party
    to whom the Buyer has supplied the Goods).
    In this Clause 19.2, an “Unexpected Defect” means a
    defect in the Goods other than a failure by the Goods to
    meet the specification indicated in the Sales Order
    Confirmation.
    19.3 The Buyer undertakes to ensure that all information
    provided or made available by Castle to the Buyer
    concerning the use, handling, processing, storage or
    transportation of the Goods (hereinafter the “Use of the
    Goods”), including without limitation all information
    concerning any risks to health or safety to which the Use
    of the Goods may give rise and any conditions necessary
    to ensure that the Use of the Goods will be without risks to
    health, shall be brought to the attention of all employees of
    the Buyer and others involved in the Use of the Goods.
    The Buyer undertakes further to impose a similar
    requirement upon any third party to whom the Goods are
    sold or supplied.
    19.4 The Buyer shall promptly inform Castle of any incident of
    which the Buyer becomes aware in which the Use of the
    Goods has or may have given rise to risks to the health or
    safety of any person.
20. EXPORT SALES
    20.1 The provisions of this Clause 20 shall apply only where the
    Sales Order Confirmation indicates that an Incoterm
    applies to the Contract.
    20.2 The sale of the Goods is subject to the Incoterm (if any)
    stated in the Sales Order Confirmation. In the event of any
    conflict between the provisions of Incoterms and these
    Conditions, then (subject only to the provisions of Clause
    7.10) these Conditions shall prevail.
    20.3 It is hereby agreed between the parties that the United
    Nations Convention on Contracts for the International
    Sales of Goods shall not apply to any Contract pursuant to
    these Conditions.
    20.4 The Buyer shall be responsible for complying with any
    legislation or regulations governing the importation of
    Goods into the country of destination and for the payment
    of any duties on them.
    20.5 Unless otherwise agreed in writing, Castle shall be under
    no obligation to give notice under Section 32(3) of the Sale
    of Goods Act 1979.
21. ASSIGNABILITY
    The Buyer shall not be entitled to assign the benefit or
    burden of the whole or any part of any Contract without the
    prior written consent of Castle. Castle may sub-contract
    the performance of its obligations as it sees fit, provided
    always that Castle shall remain responsible for the acts
    and omissions of its subcontractors.
22. WAIVER
    Save in respect of a waiver granted in writing, the failure of
    Castle at any time to enforce a provision of the Contract
    shall not be deemed a waiver of such provision or of any
    other provision of the Contract or of Castle’s right
    thereafter to enforce that or any other provision of the
    Contract.
23. SEVERABILITY
    If a provision in the Contract is determined by a Court or
    tribunal of a competent jurisdiction to be wholly or partly
    unenforceable for any reason:
    23.1.1 such unenforceability shall not affect the rest of the
    Contract; and
    23.1.2 the parties shall in good faith amend and if necessary
    novate the Contract to reflect as near as may be the spirit
    and intention behind such unenforceable provision or
    provisions so that the same comply with the laws of that
    jurisdiction.
24. STATUS
    Nothing in these Conditions shall create any joint venture,
    agency or partnership between Castle and the Buyer.
25. VARIATIONS
    All variations to any Contract or to these Conditions must
    be made in writing and be signed by both parties.
26. THIRD PARTY RIGHTS
    The provisions of the Contract (Rights of Third Parties) Act
    1999 shall not apply to the Contract and the Contract shall
    not confer any right on a Third Party under that Act or
    otherwise.
27. PROPER LAW
    Every Contract to which these Conditions apply shall be
    construed and take effect in accordance with the laws of
    England and the parties hereby accept the exclusive
    jurisdiction of the English Courts.