1. DEFINITIONS AND INTERPRETATION

In these standard terms and conditions:

1.1 the following words and expressions shall have the following meanings unless the context otherwise requires:

“Business Day” a day that is not a Saturday, Sunday or public or bank holiday in England and/or Wales;

“Code of Ethics” the Code of Ethics for the HSS ProService Group available at hsshiregroup.com as amended from time to time;

“Company” means HSS ProService Limited, or any Group Company of HSS ProService Limited as may be stated in an Order;

“Confidential Information” all information in respect of the business of the Company including the Specification, know-how and other matters connected with the Goods, information concerning the Company’s relationships with actual or potential clients, customers or suppliers and the needs and requirements of the Company and of such persons, any information marked confidential or which are by their nature clearly confidential and any other information which, if disclosed, will be liable to cause harm to the Company;

“Contract” the contract between the Company and the Supplier for the sale and purchase of the Goods formed in accordance with Condition 2;

“Delivery Date”

(1) in respect of Contracts for the supply of Fuel, the date on and the time at which the delivery of the Fuel shall be made, which shall be the date immediately following the date of the relevant Order, unless expressly set out otherwise in the relevant Order; or

(2) in respect of all other Contracts, the date on and the time at which the delivery of the Goods shall be made as stated on the relevant Order or in any delivery instructions relating thereto;

“Fuel” the type, grade and quantity of fuel agreed to be purchased by the Company from the Supplier as described in the relevant Order, being kerosene, red diesel, white diesel, hydrotreated vegetable oil and/or such other fuel by the Supplier from time to time;

“Good Industry Practice” the exercise of skill, diligence, prudence and foresight as would reasonably and ordinarily be expected from a person with appropriate skill and experience exercising all due care and attention in seeking to comply with its contractual obligations and in compliance with all applicable laws and engaged in the same type of undertaking and under the same or similar circumstances and conditions as those in which the relevant matter arises;

“Goods” the goods (including any part or instalment thereof) agreed to be purchased by the Company from the Supplier and described in the relevant Order, including the Fuel (if any);

“Group Company” or “Group Companies” its Parent Undertakings, its Subsidiary Undertakings and the Subsidiary Undertakings of any of its Parent Undertakings from time to time (“Parent Undertaking” and “Subsidiary Undertaking” having the meanings set out in section 1162 Companies Act 2006);

“Standard Terms and Conditions for the Supply of Fuel” the Company’s published terms and conditions for the supply of Fuel in force as at the date of delivery, the current version of which is available on the Company’s website at hss.com;

“Insolvent” the Supplier is unable to pay its debts as they fall due or, in the reasonable opinion of the Company, is likely to become insolvent or bankrupt or does become insolvent or bankrupt or any similar event occurs in respect of the Supplier;

“Intellectual Property Rights” all intellectual and industrial property rights including patents, know-how, registered trade marks, registered designs, utility models, applications for and rights to apply for any of the foregoing, unregistered design rights, unregistered trade marks, rights to prevent passing off for unfair competition, copyright, database rights, topography rights and any other rights in any invention, discovery or process, in each case in the United Kingdom and all other countries in the world and together with all renewals and extensions;

“Order” any purchase order of the Company for the Goods incorporating these Terms and Conditions;

“Price(s)” the price(s) set out in the Order;

“Supplier” the person from whom the Company orders the Goods;

“Specification” in relation to the Goods, the technical specifications of those Goods; all preparatory, design and development materials which relate to the Goods; all plans, drawings, data or other information of any description which explains the structure, design, operation, functionality of the Goods; all information of any description which relates to the maintenance and/or support of the Goods;

“Terms and Conditions” these standard terms and conditions of purchase (as may be updated from time to time and available at hss.com) together with any special terms agreed in writing between the Supplier and the Company;

“VAT” value added tax;

1.2 unless the context otherwise requires:

1.2.1 references to the singular include the plural and vice versa and references to any gender include every gender;

1.2.2 references to a “person” include any individual, body corporate, association, partnership, firm, trust, organisation, joint venture, government, local or municipal authority, governmental or supra-governmental agency or department, state or agency of state or any other entity (in each case whether or not having separate legal personality);

1.3 references to any statute or statutory provision shall include any subordinate legislation made under it and shall be construed as references to such statute, statutory provision and/or subordinate legislation as modified, amended, extended, consolidated, re-enacted and/or replaced and in force from time to time;

1.4 any words following the words “include”, “includes”, “including”, “in particular” or any similar words or expressions shall be construed without limitation and accordingly shall not limit the meaning of the words preceding them; and

1.5 an obligation on a party to procure or ensure the performance or standing of another person shall be construed as a primary obligation of that party.

2. FORMATION AND INCORPORATION

2.1 Subject to any variation under Condition 2.5, the Contract will be upon the Terms and Conditions to the exclusion of all other terms and conditions, including any terms or conditions which the Supplier purports to apply under any acknowledgement or confirmation of order, quotation, Specification, delivery note, invoice or similar document, whether or not such document is referred to in the Contract.

2.2 Each quotation for the Goods from the Supplier will be deemed to be an offer by the Supplier to sell the Goods upon the Terms and Conditions. All quotations provided by the Supplier, including the price provision, will remain open for 30 days from its date. The Contract is only formed when a written acceptance of the quotation is served by the Company on the Supplier. No contract will exist prior to service of such notice of acceptance.

2.3 Delivery of the Goods will be deemed conclusive evidence of the Supplier’s acceptance of the Terms and Conditions.

2.4 The Supplier may not cancel the Contract. Any proposal by the Supplier to alter the quantity, quality and description of the Goods must be notified to the Company and approved by the Company in writing prior to such Goods being despatched.

2.5 The Company may by reasonable notice in writing to the Supplier at any time prior to delivery of the Goods, change the address or time for delivery, method of shipment or packing, or alter the Specification or quantity or volume of Goods and/or Service to be provided. In such circumstances, the Supplier shall use all reasonable endeavours to accommodate such request. If such changes result in an increase in cost of, or time required for, performance of the Contract an equitable adjustment will be made to the price, delivery schedule or both. Any such claim or adjustment must be approved by the Company in writing before the Supplier proceeds with such changes. If the Supplier is unable to accommodate the request, the Supplier shall notify the Company accordingly, whereupon the Company shall have the right to cancel the Order to which such requested amendment related in whole or in part.

2.6 Subject to Condition 2.7, the Company is entitled to cancel the Contract in whole or in part by giving written notice to the Supplier not less than 10 days prior to delivery of the Goods, in which event the Company’s sole liability shall be to pay to the Supplier a reasonable price for any work already completed by the Supplier.

2.7 The Company shall have no right to cancel the Contract in whole or in part in relation to Goods which are at the Company’s written request bespoke or made to the Company’s own specification.

2.8 No variation to the Terms and Conditions shall be effective unless it is in writing and signed by a duly authorised representative on behalf of the Company.

2.9 Nothing in this Contract shall place a requirement on the Company to order Goods from the Supplier or be construed as any representation or guarantee from the Company as to the volume or value of Goods that the Company may purchase under this Contract.

3. THE GOODS

3.1 All parts delivered should be clearly labelled with accompanying paperwork, delivered on time in accordance with the agreed lead-time. In locations where a booking in system is in use, the Supplier must book in the delivery in accordance with that location’s booking-in process.

3.2 The quantity and description of the Goods will be as set out in the Order and/or in any applicable Specification supplied or advised by the Company to the Supplier with or before the Order.

3.3 The Supplier will comply with all agreed HSS Technical Specifications, applicable standards, laws, regulations and other legal requirements concerning the manufacture, packaging, packing and delivery of the Goods.

3.4 The Company will have the right to inspect and test the Goods at any time prior to delivery by providing notice to the Supplier. The Supplier will not unreasonably refuse any request by the Company to carry out such inspection and testing and will provide the Company with all facilities reasonably required.

3.5 The Company shall be under no obligation to accept or pay for any Goods delivered in excess of the quantity ordered. The risk in any over-delivered Goods shall remain with the Supplier unless they are accepted by the Company. The Supplier warrants to cover any costs incurred by the Company as a consequence of over delivery.

3.6 If as the result of such inspection or testing the Company is not satisfied that the Goods will comply in all respects with the Contract and the Company so informs the Supplier within 30 days of inspection or testing, the Supplier will take all steps necessary to ensure compliance. Without prejudice to any other rights of the Company under the Contract, any failure of this obligation by the Supplier will be deemed to be a material breach entitling the Company to terminate the Contract under Condition 16.1.1. The Company reserves the right to levy a penalty charge, to a mutually agreed structure, for any non-conforming product / deliveries.

3.7 Notwithstanding any such inspection or testing, the Supplier will remain fully responsible for the Goods and any such inspection or testing will not diminish or otherwise affect the Supplier’s obligations under the Contract.

3.8 The Supplier acknowledges that precise conformity of the Goods with the Contract is of the essence of the Contract and the Company will be entitled to reject the Goods or terminate the Contract under Condition 16.1.1 if the Goods are not in conformance with the Contract, however slight the breach may be. Any breach of this condition is deemed to be a material breach.

3.9 In respect of the Goods, the Supplier will maintain and observe quality control and supplier quality assurance standards in accordance with the requirements of the Company, its customs, relevant British Standards and statutory and regulatory bodies.

3.10 The Supplier will maintain detailed quality control and manufacturing records for the period of at least 7 years from the date of supply.

3.11 The Supplier shall supply to the Company spare parts for the Goods in such quantities as the Company may from time to time require for a reasonable charge, where appropriate, for a period of 7 years from the start of the Contract, provided that the Company shall at all times be free to obtain any spare parts that may be required from sources other than the Supplier. All warranties and undertakings given by the Supplier under these Terms and Conditions shall apply to all spare parts supplied under the Contract by the Supplier or any permitted subcontractors and/or its own suppliers.

3.12 If during the period specified in Condition 3.11 above, the Supplier or any permitted subcontractors and/or its own suppliers discontinue the manufacture and supply of spare parts, the Supplier shall (or shall procure that any permitted subcontractors and/or its own suppliers shall) grant the Company a non-exclusive, irrevocable, royalty-free, transferable, perpetual licence (including the right to grant sub-licences)to manufacture and use such spare parts and the Suppliers shall promptly deliver and disclose to the Company all requisite manufacturing details, design, detail drawings, manufacturing procedures, know-how and other technical information for this purpose.

3.13 If the Goods to be purchased by the Company from the Supplier include Fuel, the terms and conditions set out in the Standard Terms and Conditions for the Supply of Fuel to the HSS Group shall apply to the Contract in addition to these Terms and Conditions (unless expressly provided otherwise in the Standard Terms and Conditions for the Supply of Fuel).

4. PRICE

4.1 Subject to Condition 4.2, the only monies to be paid by the Company in connection with the supply of the Goods are the Prices which shall be inclusive of all costs and expenses incurred by the Supplier including all packaging, insurance, carriage and delivery costs, unless otherwise agreed.

4.2 Any sum payable under the Contract is exclusive of value added tax (and any other similar or equivalent taxes, duties, fees and levies imposed from time to time by any government or other authority) which shall be payable in addition to that sum in the manner and at the rate prescribed by law from time to time, subject to receipt by the Company of a valid value added tax invoice.

4.3 The Supplier shall not be entitled to increase the Prices without the written agreement of the Company.

4.4 At its sole discretion, the Company may decide to benchmark the performance of the Supplier and Prices to determine whether the Supplier is competitive, and to verify that the Goods and/or Services are being supplied in accordance with good industry practice. The Supplier will be required to provide appropriate access to information in order to enable benchmarking.

5. PAYMENT

5.1 Subject to the Supplier performing its obligations in accordance with the terms of the Contract, the Company shall pay the Prices to the Supplier in accordance with this Condition 5.

5.2 The Supplier shall invoice the Company for the Price for the Goods following delivery of the Goods in accordance with Condition 7.1.

5.3 Each invoice shall be a valid value added tax invoice and shall be sent to the Company at the address and in the manner specified in Condition 19.2.

5.4 Subject to Condition 5.5 and the Company’s acceptance of the applicable Goods, each invoice shall be payable by the Company within 90 Business Days following the date on which the invoice is received by the Company. All payments shall be made in pounds sterling.

5.5 The Company shall be entitled to set-off any liability which the Supplier has to it or any member of the Company’s Group Companies against any liability which it has to the Supplier, whether such liability is present or future, liquidated or unliquidated, under the Contract or any other contract between the parties or other cause of action.

5.6 No payment made by the Company shall constitute acceptance by the Company of the Goods or otherwise prejudice any rights or remedies which the Company may have against the Supplier including the right to recover any amount overpaid or wrongfully paid to the Supplier.

5.7 If the Company fails to make payment on the due date, the Supplier shall be entitled to charge the Company interest on the overdue sum from the due date until payment of the overdue sum at the annual rate of 2% a year above the Bank of England's base rate from time to time, but at 2% a year for any period when that base rate is below 0%.

6. INSTALMENTS

6.1 The Supplier may not deliver the Goods by separate instalments unless agreed in writing by the Company. If the Company does agree, the Contract will be construed as a separate Contract in respect of each instalment or stage, and without prejudice to any other right or remedy, the Company will have the right, but not the obligation, to:

6.1.1 treat all the Contracts for the total Order as repudiated if the Supplier fails to deliver or perform any instalment or stage; and

6.1.2 reject any or all of the instalments for the total Order if the Company is entitled to reject any one instalment.

7. DELIVERY / PERFORMANCE

7.1 The Goods will be delivered to the address specified on the Order (which the Supplier acknowledges could be the address of the Company’s customer, or such other place as is agreed by the Company in writing prior to delivery or performance) on the Delivery Date. The Supplier will off-load the Goods at its own risk as directed by the Company or its customer as specified on the Order.

7.2 The Goods will be delivered in accordance with the relevant Order and any delivery instructions relating thereto.

7.3 The Supplier will ensure that:

7.3.1 the Goods are marked in accordance with the Company’s instructions and any applicable regulations or requirements of the carrier and properly packed and stored so as to reach their destination in an undamaged condition;

7.3.2 each delivery is accompanied by a prominently displayed delivery note which shows, inter alia, the order number, date of order, the delivery address, number of packages and contents and, in the case of part delivery, the outstanding balance remaining to be delivered;

7.3.3 the signature of a duly authorised representative on behalf of the Company or its customer is acquired on each delivery;

7.3.4 before delivery or performance, the Company is provided in writing with a list by name and description of any harmful or potentially harmful properties in the Goods supplied whether in use or otherwise and thereafter information concerning any changes in such properties. The Company will rely on the supply of such information from the Supplier in order to satisfy its own obligations under the Health and Safety at Work Act 1974 and any other relevant legislation; and

7.3.5 the Company, or its duly notified customer, is supplied on delivery of the Goods with all operating and safety instructions, warning notices clearly displayed and other information as may be necessary for their proper use, maintenance and repair for the Company or its duly notified customer to accept delivery of the Goods. If relevant, this documentation shall include the “ready to rent” markings, as outlined in the “ready to rent” suppliers’ guide in effect at the time.

7.4 The Company reserves the right to mark the Goods immediately on delivery. This is undertaken for the purposes of security and the Company will not be deemed to have accepted the Goods by reason of this nor will the Supplier be entitled to raise an objection on this ground to any subsequent rejection of the Goods.

7.5 No Goods supplied under the Contract earlier than the date for delivery or performance, will be accepted or paid for unless the Company notifies the Supplier in writing of its intention to accept and pay for the same.

7.6 The Company will not be deemed to have accepted the Goods until it, or its duly notified customer, has had sufficient time to inspect them following delivery and reserves the right to reject any Goods that are faulty or any Goods that do not conform to the quality, standard or description specified in the relevant Order or any relevant Specification. Any Goods that are rejected will be held at the Supplier’s risk and may be returned to the Supplier at the Supplier’s risk and expense.

7.7 The Supplier shall be responsible for any defects and for any non-conformity of Goods against the relevant Order or any relevant Specification. The Supplier shall promptly inform the Company of any adverse safety or other quality defects affecting the Goods and discovered subsequent to delivery, and of any evidence of which it becomes aware indicating that a safety or quality defect may exist or arise.

7.8 Acceptance shall not prejudice any of the Company’s other rights in respect of the Goods and the Company will also have the right to reject the Goods as though they had not been accepted after any latent defect in the Goods has become apparent or in respect of any hidden defects: (i) which could be observed only after use or close inspection (which inspection may not take place until a time subsequent to actual receipt); or (ii) which may not be apparent or discovered by inspection at the time of delivery, but which may be discovered at a later date.

7.9 The Supplier accepts that any changes to the delivery address must be received in writing directly from the Company. In the event a change of address request is received by the Supplier from any person other than the Company, it is the Supplier’s responsibility to verify such change directly with the Company before the delivery takes place.

8. RISK / OWNERSHIP

8.1 Risk in the Goods will pass to the Company, or its duly notified customer, following inspection and acceptance on delivery that the Goods comply with the requirements of the relevant Order and any relevant Specification. Title to the Goods shall pass to the Company on delivery.

9. THE COMPANY’S PROPERTY

9.1 All materials, equipment and tools supplied by the Company to the Supplier will at all times:

9.1.1 be and remain the exclusive property of the Company;

9.1.2 be held by the Supplier in safe custody at its own risk;

9.1.3 be maintained and kept in good condition by the Supplier until returned to the Company;

9.1.4 not be disposed of other than in accordance with the Company’s written instructions; and

9.1.5 not be used otherwise than as authorised by the Company in writing.

10. INTELLECTUAL PROPERTY

10.1 The Supplier shall not use the Company’s name, logo, trademark, trade names (whether registered or unregistered) or other the Intellectual Property Rights of the Company without the Company’s prior written consent.

10.2 Where any Goods to be supplied to the Company by the Supplier are to incorporate the Company’s labels, marks and any packaging that would identify the Company and such Goods are rejected by the Company or, for whatever reason, not delivered by the Supplier, the Supplier agrees to completely remove any of the Company’s labels, marks and any packaging that would identify he Company, whether on the Goods themselves or any associated packaging, prior to resale elsewhere.

10.3 All Intellectual Property Rights in Specifications provided by the Company shall be the exclusive property of the Company.

10.4 The Supplier warrants that neither the Goods, nor their use, resale or importation, infringes the Intellectual Property Rights of any person except to the extent that any infringements arise from any Specifications, drawings, samples or descriptions provided by the Company.

11. WARRANTY, INDEMNITY AND CANCELLATION

11.1 The Supplier warrants that it has and will continue to have for the duration of the Contract, full and unencumbered title to all the Goods and has and will continue to have the full and unrestricted right, power and authority to sell, transfer and deliver all the Goods to the Company.

11.2 The Supplier warrants, represents and undertakes to the Company that at the Delivery Date and for a period not less than 12 months, the Goods:

11.2.1 will be of satisfactory quality within the meaning of the Sale of Goods Act 1979, and fit for any purpose held out by the Supplier or made known to the Supplier either in writing or orally at or prior to or at the time of the Contract being formed;

11.2.2 will be free from defects in material and workmanship and to the extent that the Specification was not provided by the Company, free from defects in design;

11.2.3 will correspond in every respect with any Specifications, drawings, samples or descriptions provided by the Company;

11.2.4 will comply with all laws, statutory requirements, regulations and voluntary codes of conduct relating to the Goods and their sale including any health and safety standards and that all appropriate registrations, license and authorisations are obtained in respect of its rights and the performance of its obligations under the Contract;

11.2.5 will be so formulated, designed, constructed, finished and packaged as to be safe and without risk to health; and

11.2.6 will be performed by appropriately qualified, trained and experienced personnel with a high standard of skill, care and diligence and in accordance with the Contract.

11.3 The Supplier warrants and shall ensure that all its personnel, to the extent they enter onto any site owned or controlled by the Company or its customer, will comply with any site rules issued to them by the Company or customer, including the correct use of appropriate PPE. The Supplier acknowledges that deliveries of Goods may be to sensitive sites, such as MOD sites, OFSTED registered sites, transport sites or major infrastructure sites (for example, power stations or wind farms) where there may be extra security requirements for such sites and/or persons present there. The Supplier shall comply with any such requirements as shall be notified to it by site managers and ensure that it only permits its personnel or agents to attend such sites if they have been appropriately trained and vetted by the Supplier and deemed appropriate to attend such sites. The Company reserves the right at any time to audit Supplier procedures in place to ensure compliance with this clause. Failure to comply may lead to immediate termination by the Company under Condition 13.1.2, without prejudice to any other claims it may bring.

11.4 The Supplier shall be responsible for the conduct and discipline of all its personnel in connection with the Contract and shall indemnify the Company against any loss suffered or incurred by the Company or any of its Group Companies arising out of or in connection with the advice given or work undertaken by such personnel or any breach of this Condition 11.

11.5 The Supplier acknowledges and agrees that the Company has entered into the Contract in reliance upon the skill and expertise of the Supplier and any statements and representations made by the Supplier.

11.6 Without prejudice to any other rights or remedies of the Company (whether express or implied), if the Supplier breaches any of the warranties in this Condition 11, the Company shall be entitled (in its absolute discretion):

11.6.1 to require the Supplier, at the Supplier’s risk and expense, by notice in writing to rectify the defect or to supply replacement Goods in accordance with the Contract within 5 Business Days of being notified of the defect;

11.6.2 to a refund of the proportion of the Price relating to the volume of the Goods to which the breach of warranty was applicable; or

11.6.3 whether or not the Company has previously required the Supplier to repair the Goods or to supply any replacement Goods, to treat the Contract as discharged by the Supplier’s breach, reject the Goods and require the repayment of any part of the Price which has been paid.

11.7 Without prejudice to any other rights or remedies of the Company (whether express or implied), if the Supplier breaches any terms of the Contract (including a failure or delay in delivery) or the Company terminates the Contract in accordance with Condition 16 then the Company may (but will not be obliged to), whether or not the Goods have been accepted:

11.7.1 cancel any or all remaining instalments if the Contract has not already been terminated;

11.7.2 refuse to accept any subsequent delivery of the Goods which the Supplier attempts to make;

11.7.3 recover from the Supplier any additional expenditure reasonably incurred by the Company in obtaining the Goods in substitution from another supplier; and/or

11.7.4 claim damages for any additional costs, loss or expenses incurred by the Company which are in any way attributable to the Supplier’s breach of the Contract or failure to deliver the Goods on the due date or at all.

11.8The Supplier shall indemnify, keep indemnified and hold harmless the Company in full and on demand from and against all liabilities (including any tax liability) direct, indirect and consequential losses, damages, claims, proceedings and legal costs (on an indemnity basis), judgments and costs (including costs of enforcement) and expenses which the Company incurs or suffers directly or indirectly in any way whosoever as a result of a breach of, or a failure to perform or defect or delay in performance or negligent performance of, any of the Supplier’s obligations under the Contract, or as a result of any claim or potential claim that the Goods, or their use, infringe the intellectual property rights of a third party.

11.9 Nothing in this Contract or otherwise shall operate to exclude any warranty, guarantee or condition on the part of the Supplier as to quality, fitness for a particular purpose or any other matter implied by common law statute, custom of the trade or otherwise, all of which guarantees and conditions shall accordingly apply.

11.10 The Supplier shall at its own cost, and for the benefit of itself and the Company, maintain in full force and effect an insurance policy with a reputable insurance company providing cover to the level as agreed in writing between the Company and the Supplier in respect of the Supplier’s liabilities under the Contract which, as a minimum, shall include Public and Products Liability cover of £2 million per claim and Employer’s Liability cover of £2 million per claim (the “Insurance Policies”).

11.11 The Supplier shall promptly supply to the Company on request evidence to show that the Insurance Policies are in full force and effect.

11.12The Supplier will permit the Company or its representatives or authorised agents in reasonable numbers to enter the premises of, and to have access to, all documents and information kept by the Supplier, whether electronically (and in such case in machine-readable form and format) or otherwise, relating to the supply of the Goods, during normal business hours during Business Days on 5 Business Days’ notice in writing, as strictly necessary for the sole purpose of ascertaining the Supplier’s compliance with its obligations under the Contract.

12. ANTI-BRIBERY AND CORRUPTION

12.1 Each party shall during the term of the Contract:

12.1.1 comply with all applicable laws, statutes and regulations relating to anti-bribery and anti-corruption including to the Bribery Act 2010 (“ABC Requirements”);

12.1.2 not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK; and

12.1.3 establish, maintain and enforce its own policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure compliance with the ABC Requirements and this Condition 12.1.

12.2 Each party shall notify the other party in writing if it becomes aware of any breach of Condition 12.1, or has reason to believe that it has received a request or demand for any undue financial or other advantage in connection with the performance of the Contract.

13. PREVENTION OF FRAUD INCLUDING TAX EVASION

13.1 Each party shall, and shall procure that all directors, officers, employees, agents, subsidiaries, consultants and contractors of that party engaged in the supply of the Goods for or on behalf of the relevant party under the Contract (“Supplier Personnel“) shall during the term of the Contract:

13.1.1 not engage in any activity, practice or conduct which would constitute:

13.1.1.1 a UK tax evasion facilitation offence under section 45(5) of the Criminal Finances Act 2017 (“CFA 2017“);

13.1.1.2 a foreign tax evasion facilitation offence under section 46(6) of CFA 2017;

13.1.1.3 fraud, including a fraud offence under section 199(6) of the Economic Crime and Corporate Transparency Act 2023 (“ECCTA“);

13.1.2 establish, maintain and enforce its own policies and procedures as are each reasonable to prevent the commission of fraud and/or the facilitation of tax evasion by another person and to ensure compliance with Condition 13.1;

13.1.3 notify the other party in writing if it becomes aware of any breach of Condition 13.1 or has reason to believe that it has received a request or demand from a third party to facilitate the evasion of tax within the meaning of Part 3 of CFA 2017 in connection with the Contract; and

13.1.4 if requested, co-operate with and provide reasonable assistance to the other party, to enable it to investigate, or respond to any requests from a relevant government department or agency to investigate, an alleged offence under section 199 of ECCTA.

14. COMPLIANCE WITH SANCTIONS

14.1 The following definitions apply to this Condition 14:

14.1.1 “Sanctioned Target” means any person who is: (i) listed on a Sanctions List; (ii) owned or controlled, directly or indirectly, by a person listed on a Sanctions List; (iii) resident, domiciled or located in, or incorporated or organised under the laws of, a country or territory that is subject to any Sanctions; or (iv) otherwise identified by a Sanctions Authority as being subject to Sanctions.

14.1.2 “Sanctions” means any financial sanctions, trade embargo or other restrictive measures imposed by a “Sanctions Authority” being the United Nations (“UN”), the European Union (“EU”), the United Kingdom (“UK”) or any other governmental authority with jurisdiction over a party or any part of its business or operations or subcontractors used in the performance of the Contract, and each of their respective governmental, judicial or regulatory institutions, agencies, departments and authorities responsible for the implementation and enforcement of sanctions, including the UN Security Council, His Majesty's Treasury and the UK's Office of Financial Sanctions Implementation, the Department of Business and Trade and the Export Control Joint Unit.

14.1.3 “Sanctions List” means any of the lists issued or maintained by a Sanctions Authority designating or identifying persons that are subject to Sanctions, each as amended, supplemented or substituted from time to time, including the UK Sanctions List, Consolidated List of Financial Sanctions Targets in the UK and the Consolidated United Nations Security Council Sanctions List.

14.2 Each party, during the term of the Contract, shall:

14.2.1not contravene any Sanctions;

14.2.2 not do, or omit to do, any act that will cause or lead the other party to contravene any Sanctions, be exposed to a risk of restrictive measures under Sanctions and/or be designated as a Sanctioned Target;

14.2.3 implement adequate policies and procedures to ensure compliance with Sanctions and this Condition 14.2;

14.2.4 not engage, directly or indirectly, with any Sanctioned Target, including any territory targeted by Sanctions, in the development, manufacture, supply, delivery, financing or any other action relating to any goods supplied under the Contract; and

14.2.5 promptly inform the other party if it or any third party it is engaging with in connection with the Contract becomes a Sanctioned Target or becomes aware of any apparent violation of Sanctions by any person in connection in the course of performing an obligation under the Contract.

15. MODERN SLAVERY

15.1 In performing its obligations under the Contract, each party shall:

15.1.1 comply with all applicable anti-slavery and human trafficking laws, statutes and regulations from time to time in force, including the Modern Slavery Act 2015;

15.1.2 not engage in any activity, practice or conduct that would constitute an offence under sections 1, 2 or 4 of the Modern Slavery Act 2015 if such activity, practice or conduct had been carried out in England or Wales; and

15.1.3 either comply with the Code of Ethics, as amended from time to time, or have in place and comply with its own equivalent policy that, at least, meets the requirements of Conditions 15.1.1and15.1.2.

15.2 Each party represents and warrants that it has not been convicted of any offence involving slavery and human trafficking or been the subject of any investigation, inquiry or enforcement proceedings regarding any offence or alleged offence of or in connection with slavery and human trafficking.

16. TERMINATION

16.1 The Company may terminate the Contract and/or any Orders immediately by giving written notice to that effect to the Supplier if the Supplier:

16.1.1 commits a material breach of the Contract;

16.1.2 breaches any provision of Condition 11.3, Condition 12.1, Condition 13.1, Condition 14.2, Condition 15.1 or Condition 15.2to be determined at the Company’s sole discretion; or

16.1.3 becomes Insolvent.

16.2 On termination of the Contract howsoever arising, the Company’s sole liability shall be to pay to the Supplier a reasonable price for any work already completed by the Supplier.

16.3 Following expiry or termination of the Contract for whatever reason:

16.3.1 any Conditions which expressly or impliedly continue to have effect after expiry or termination of the Contract; and

16.3.2 all other rights and obligations shall immediately cease without prejudice to any rights, obligations, claims (including claims for damages for breach) and liabilities which have accrued prior to the date of expiry or termination; and

16.3.3 the Supplier shall:

16.3.4 at its own expense return to the Company (or at the Company’s request, destroy) all Confidential Information; and

16.3.5 so far as reasonably practicable and at its own expense, undertake such tasks and provide such assistance as the Company may reasonably request to ensure an orderly handover of the services to the Company or to a replacement supplier (if appropriate).

17. CONFIDENTIALITY

17.1 The Supplier will keep confidential any and all Confidential Information that it may acquire.

17.2 The Supplier will not use the Confidential Information for any purpose other than to perform its obligations under the Contract. The Supplier will ensure that its officers and employees comply with the provisions of this Condition 17.

17.3 The obligations on the Supplier set out in Conditions 17.1 and 17.2 will not apply to any information which:

17.3.1 is publicly available or becomes publicly available through no act or omission of the Supplier; or

17.3.2 the Supplier is required to disclose by order of a court or regulatory body of competent jurisdiction, and then only to the extent required to be disclosed.

17.4 No announcement, press release, circular, marketing or other promotion in connection with the subject matter of the Contract shall be made by or on behalf of the Supplier without the Company’s written consent except if and to the extent required by law or by any governmental or regulatory authority or if, and to the extent necessary, to enable the Supplier to commence mediation proceedings or court proceedings in relation to this Contract or any matter arising out of or ancillary to it.

18. GENERAL

18.1 Time shall be of the essence in respect of all dates, periods and timescales with which the Supplier is required to comply under the Contract and any dates, periods and timescales which may be substituted for them by the agreement in writing of the parties.

18.2 The Company’s rights and remedies set out in the Terms and Conditions are in addition to and not exclusive of any rights and remedies provided by law.

18.3 If any term of the Contract is found by any court or body or authority of competent jurisdiction to be illegal, unlawful, void or unenforceable, such term shall be deemed to be severed from the Contract and this shall not affect the remainder of the Contract which shall continue in full force and effect.

18.4 A delay in exercising or failure to exercise a right or remedy under or in connection with the Contract by the Company shall not constitute a waiver of, or prevent or restrict future exercise of, that or any other right or remedy, nor shall the single or partial exercise of a right or remedy by the Company prevent or restrict the further exercise of that or any other right or remedy. A waiver of any right, remedy, breach or default by the Company shall only be valid if it is in writing and signed by the party giving it and only in the circumstances and for the purpose for which it was given and shall not constitute a waiver of any other right, remedy, breach or default.

18.5 The Supplier shall not be entitled to assign, transfer, charge, hold on trust for any person or deal in any other manner with any of its rights under the Contract or to sub-contract any of its obligations under the Contract save for if the Company gives its prior written consent (such consent to be given or withheld at the absolute discretion of the Company)

18.6 The Company shall be entitled to assign, transfer, charge, hold on trust for any person and deal in any other manner with any of its rights under the Contract and to sub-contract any of its obligations under the Contract.

18.7 The parties do not intend that any term of the Contract shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by any person other than the parties, save that any member of the Company’s Group may enforce the terms of the Contract where Goods are acquired for their use or for resale to them. The terms of the Contract may be rescinded or varied at any time by agreement of both the Company and the Supplier without the agreement of any third party upon whom the rights under this Contract are conferred, whether pursuant to that Act or otherwise.

18.8 The Contract, the Specification and any documents referred to within the Contract constitute the entire agreement between the parties and supersede any prior agreement or arrangement in respect of their subject matter and nothing in this Condition 18.8shall be interpreted or construed as limiting or excluding the liability of either party for fraud or fraudulent misrepresentation.

19. NOTICE

19.1 Any day-to-day communication between the parties can be made by telephone or e-mail to the telephone number or e-mail address detailed in any quotation, acknowledgement of order of other document received by one party from the other party or as notified by each party to the other party from time to time.

19.2 Subject to Condition 19.5 any notice or other formal communication given under or in connection with the Contract shall be in writing and:

19.2.1 delivered by hand; or

19.2.2 sent by pre-paid first class post or recorded delivery,

to the Company at the address and marked for the attention of the individual detailed below and to the Supplier at the address detailed in any quotation, acknowledgement of order or other document received by the Company from the Supplier (or such other address or, in the case of the Company, individual, as may be notified by the relevant party to the other party from time to time in accordance with this Condition 19):

The Company: Building 2, Think Park, Mosley Road, Manchester, M17 1FQ
For the attention of: ProService Managing Director

19.3 Any notice or communication given in accordance with Condition 19.2 shall be deemed to have been served:

19.3.1 if delivered by hand, at the time of delivery; and

19.3.2 if sent by pre-paid first class post or recorded delivery at 9.00 a.m. on the second Business Day after the date of posting.

19.4 To prove service of a notice or communication it shall be sufficient to prove that the provisions of Condition 19.2 were complied with.

19.5 This Condition 19 shall not apply to the service of any proceedings or other documents in a legal action to which the Civil Procedure Rules apply.

20. GOVERNING LAW AND JURISDICTION

The Contract and any non-contractual obligations arising out of or in connection with it will be governed by English law. Each party agrees that the courts of England and Wales have non-exclusive jurisdiction to determine any dispute arising out of or in connection with the Contract (including in relation to any non-contractual obligations) provided that the Company may seek specific performance, interim or final injunctive relief or any other relief of similar nature or effect in any court of competent jurisdiction.

December 2025

Standard terms and conditions for the supply of fuel to HSS ProService Group

1. Application and Conflicts

1.1 Unless expressly provided otherwise in these terms and conditions, where the Supplier is supplying Fuel to the Company under the Contract, these terms and conditions shall apply in addition to the Terms and Conditions.

1.2 If there is an inconsistency between a provision of these terms and conditions and any provision of the Terms and Conditions, the provision of these terms and conditions shall prevail.

1.3 The following Conditions (or parts of such Conditions) of the Terms and Conditions shall not apply to Contracts for the supply of Fuel: the part of Condition 2.2 which states that quotations provided by the Supplier will remain open for 30 days from its date; Condition 3.4; Conditions 3.6 and 3.7; Conditions 3.11 and 3.12; and Condition 7.4.

2. Definitions

2.1 In these terms and conditions, the following words and expressions shall, unless the context or circumstances require otherwise, have the meanings assigned to them below:

“Additional Charges” means charges applicable to the purchase of the Fuel which are charged in addition to the Price, as expressly set out in the Order;

“Customer” means the Company’s end customer for the Fuel;

“Customer’s Tank” means the relevant fuel tank or other storage installation at the Delivery Location as provided by or on behalf of the Customer for receipt of delivery of the Fuel;

“Delivery Location” means the Customer’s premises or delivery address as provided in the Order;

“Fuel Duty” means the duty chargeable in the UK on purchases of the Fuel as at the rate applicable at the date of the Order;

“Minimum Order Quantity” means five hundred (500) litres or such other amount as determined by applicable law or regulatory requirement and notified by the Supplier to the Company from time to time;

“Platts Index Price” the average of the mean of Platts Oilgram European Marketscan daily quotations for Diesel 10PPM UK for the previous working week i.e. “Weekly Lagged”;

“Terms and Conditions” the Company’s standard terms and conditions for the supply of goods to the HSS group (as may be updated from time to time and available at hss.com) together with any special terms agreed in writing between the Supplier and the Company; and

“ullage” means the airspace between the surface of the Fuel in the Customer’s Tank.

2.2 Words and expressions defined in the Terms and Conditions shall, unless the context or circumstances require otherwise, have the meanings given to them in the Terms and Conditions.

3. Orders

3.1 Orders for Fuel below the Minimum Order Quantity may not be accepted. The Supplier may reject an Order for the supply of Fuel if it is less than the Minimum Order Quantity.

3.2 Measurement of Order quantities. The quantity of Fuel supplied under the Contract shall be measured in the unit of measurement specified in the Order. If the unit of measurement for the Fuel is not specified in the Order, the unit of measurement for the Fuel shall be litres.

4. Price and Payment

4.1 Where to find the Price. Subject to clauses 4.2 to 4.5 (inclusive), the price payable for the Fuel will be the price specified in the Order, which may be stated either as a fixed price or as a calculation. Where the Order is for the purchase of diesel, the price specified in the Order shall be calculated by reference to the Platts Index Price on the date of delivery plus a premium determined by the Supplier.

4.2 Deliveries of more or less than the quantity specified in the Order. If the Supplier delivers more Fuel than specified in the Order or delivers less Fuel than specified in the Order, the Supplier shall make a pro rata adjustment to the Price for that Fuel and the Supplier will confirm the Price for that Fuel (as adjusted) to the Company in writing.

4.3 Fuel Duty. The Price includes Fuel Duty, but excludes VAT.

4.4 Right to increase the Price. The Supplier reserves the right, by giving notice to the Company at any time before delivery, to increase the Price for the Fuel to reflect any increase in the cost and/or expense to the Supplier of supplying the Fuel which arises out of or in connection with:

4.4.1 a change to applicable laws or regulatory requirements relating to the supply, sale or purchase of the Fuel, including to changes in requirements to supply bio-fuels or to pay a charge for not so doing or the withdrawal of a Government incentive; and/or

4.4.2 a direction given by Government or other competent authority to hold emergency stocks of oil and/or petroleum, diesel or other fuels.

4.5 Additional Charges. The Company shall not be obliged to pay to the Supplier any fees, charges or expenses in addition to the Price, unless such fees, charges or expenses are expressly set out in the Order. Notwithstanding the foregoing, the Company shall not be obliged to pay to the Supplier any fees, charges or expenses in addition to the Price other than the following types of fees and/or charges, whether expressly set out in the Order or not:

4.5.1 aborted delivery charge;

4.5.2 fuel left on board surcharge;

4.5.3 out of hours surcharge; and/or

4.5.4 small load premium.

4.6 When the Company must pay.

4.6.1 The Supplier may invoice the Company for the Price for the Fuel and any Additional Charges on or at any time after the completion of delivery pursuant to clause 6.2 or clause 6.3.1 (as the case may be).

4.6.2 The Company shall pay each invoice submitted by the Supplier within thirty (30) days following the end of the month of invoice.

4.7 Fuel deposit. The Supplier may require the Company to pay a deposit prior to delivery of the Fuel. The Supplier shall refund any such deposit to the Company if the quantity of Fuel delivered to the Company or the Customer (as the case may be) does not exceed the quantity of Fuel specified in the Order. If the Supplier delivers a greater quantity of Fuel than specified in the Order, the Supplier shall allocate the deposit against the Price.

4.8 Deliveries below Order quantity and other failed deliveries due to the Company’s or the Customer’s default. If the Supplier is unable to deliver the quantity of Fuel specified in the Order (in full or in part) due to the Customer’s Tank being full, or unable or unsuitable to hold such quantity of Fuel, the delivery vehicle not being able to access the Customer’s Tank, or the Company’s breach of the warranties and/or undertakings set out in clause 6.3.4), the Supplier may:

4.8.1 refuse to make that delivery and suspend further deliveries of Fuel under the Contract until such time as the failure or breach has been remedied by the Company and/or the Customer. Immediately following receipt of notice from the Company that the Company and/or the Customer has remedied the relevant failure or breach, the Supplier shall effect delivery;

4.8.2 charge the Company the Additional Charges (where applicable and only if specified in the Order) in addition to the Price.

5. Quality

5.1 Certain warranties applicable to the Goods do not apply to the Fuel. The warranties set out in Conditions 11.2.1 to 11.2.3 (inclusive) and Condition 11.2.5 of the Terms and Conditions and the remedies set out in Condition 11.6 of the Terms and Conditions shall not apply to the Contract if it is a contract for the supply of Fuel.

5.2 Warranties applicable to the Fuel. The Supplier warrants to the Company that on delivery the Fuel shall:

5.2.1 meet the appropriate British Standard specification for each grade, including EN590 for diesel and EN15940 for hydrotreated vegetable oil;

5.2.2 conform to the Specification; and

5.2.3 be fit for use as fuel in tools, equipment or machinery designed to use the Fuel only.

5.3 Remedies for non-conformity. If the Fuel does not conform to the warranties set out in clause 5.2, and subject to the provisions of clauses 7.2 to 7.4 (inclusive) relating to defects apparent on delivery, the Supplier will (at its discretion) arrange for the replacement of the Fuel or refund the Price paid to the Supplier (if any) for the non-conforming Fuel.

5.4 Fuel quality and contamination testing. The Supplier may request a test to be performed, whether prior to or following delivery of the Fuel, to check for contamination and/or, if there is a dispute relating to the quality of the Fuel, to verify the quality of the Fuel. On receipt of such a request, shall use reasonable endeavours to procure that the Customer permits the Supplier and/or an independent third party tester to attend the Delivery Location and gives the Supplier and/or such tester access to the Customer’s Tank for the purpose of performing such tests. The Supplier may pass on any reasonable third party charges for such tests to the Company at cost. If the contamination or failure to meet the quality required by any British Standard or Specification is proven (to the Company’s reasonable satisfaction) to have arisen as a result of the Supplier’s act or omission, the Supplier shall refund any third party charges for such tests paid by the Company and those tests shall be provided to the Company free of charge. If the contamination or failure to meet the quality required by any British Standard or Specification is not proven (to the Company’s reasonable satisfaction) to have arisen as a result of the Supplier’s act or omission, then the Supplier shall not be obliged to refund any third party charges for such tests.

5.5 No substitution of the Fuel. The Supplier shall not obtaining the Company’s prior written consent:

5.5.1 substitute the Fuel for a different fuel, type or grade;

5.5.2 blend the Fuel with a different fuel type or grade; and/or

5.5.3 supply the Fuel from terminals or other sources that do not meet applicable standards, laws, regulations and other legal requirements.

6. Delivery

6.1 Fuel delivered in barrels or packages. For Fuel delivered in barrels, packages or some other similar form, delivery is complete when the Fuel is off-loaded from the delivery vehicle (or at such point as the Fuel is collected by the Company or the Customer (as the case may be)).

6.2 Fuel delivered by hose.

6.2.1 Delivery of Fuel made by hose shall be completed when, on discharge, immediately before it passes the hose connection of the Customer’s Tank. Where the delivery vehicle is fitted with a metering device, the quantity of Fuel delivered will be ascertained by reference to such meter. Where no such meter is fitted, the quantity of Fuel delivered will be ascertained by measurement of the contents of the delivery vehicle by the Supplier using the gauge dip rod provided with each such vehicle.

6.2.2 Subject to clause 6.2.3, the Company or the Customer (as the case may be) may check the accuracy of the Supplier’s measurement of the quantity of Fuel delivered and be present at such measurement.

6.2.3 The Supplier shall not be obliged to wait for the Company or the Customer (as the case may be) to check the accuracy of the Supplier’s measurement of the quantity of Fuel delivered nor must the Supplier wait for the Company or the Customer (as the case may be) to be present at such measurement. In the Company’s or the Customer’s absence (as the case may be), the Supplier may commence delivery of the Fuel, in which case the quantity of Fuel delivered as ascertained by the Supplier shall be accepted by the Company as correct.

6.2.4 The Company shall use reasonable endeavours to procure that the Customer shall:

6.2.4.1 provide the Customer’s Tank, that such tank is a suitable storage installation for the Fuel, and ensure that such tank (including any access to it and/or gauges fitted to it) complies with any and all applicable legal and regulatory requirements relating to the sale, supply and delivery of the Fuel;

6.2.4.2 provide safe facilities including assistance and suitable hose connections at the Delivery Location, such facilities to comply with any and all applicable legal and regulatory requirements relating to the sale, supply and delivery of the Fuel;

6.2.4.3 ensure that any connecting hose at the Customer’s Tank shall be properly and securely fitted to such tank to allow for the safe and proper reception of the Fuel;

6.2.4.4 ensure that sufficient ullage will exist when the Supplier delivers the Fuel and, if requested by the Supplier, the Company shall use reasonable endeavours to procure certification from the Customer to this effect;

6.2.4.5 ensure delivery of the quantity of Fuel specified in the Order will fit into the Customer’s Tank;

6.2.4.6 ensure that the employees, contractors and agents of the Customer comply with any and all applicable laws and regulatory requirements relating to the avoidance of smoking, naked lights, fires, stoves or heating appliances of any description in the vicinity of the Customer’s Tank and the fill, dip and vent pipes connected to such tank; and

6.2.4.7 ensure all storage installations at the Delivery Location are clearly and correctly labelled with the description of the type and grade of fuel stored in them and the tank capacity.

6.2.5 The Company shall use reasonable endeavours to procure that the Customer provides a competent person who is present to ensure compliance with clause 6.2.4 unless specified in the Order (or otherwise notified to the Company in writing) that the Supplier will perform a driver-controlled delivery of the Fuel.

6.2.6 The Supplier will provide its delivery vehicles with nine (9) metres of hose for the purposes of discharge of the Fuel. The Supplier shall provide additional lengths of hose by special arrangement and, if specified as an Additional Charge in the Order, at such additional charge.

6.3 Right to deliver Fuel by instalments. The Supplier may deliver the Fuel by instalments, provided that delivery by instalments is specified in the Order.

6.4 Right to refuse delivery of the Fuel. The Supplier may (acting reasonably) refuse to deliver the Fuel if the Delivery Location or the Customer’s Tank can only be accessed using public or private roadways which the Supplier (acting reasonably) considers unsafe.

6.5 Delivery note. The Supplier shall provide a standard delivery note upon completion of delivery of the Fuel to the Customer, such note to include (as a minimum): (i) the Supplier’s name, address, and contact details; (ii) the Customer’s name and Delivery Location (including tank ID or location if applicable); (iii) Fuel type; (iv) Specification or British Standard; (v) start and end meter readings (from the delivery vehicle’s meter); (vi) litres delivered; (vii) date and time of arrival; (viii) driver ID or name; and (ix) delivery vehicle registration. The Customer (as the case may be) shall sign the delivery note if requested by the Supplier and the delivery note shall be decisive for confirming delivery of the Fuel, except in the case of manifest error.

6.6 Permitted delivery of wrong quantity of the Fuel. If the Supplier delivers up to and including five per cent (5%) more or less than the quantity of Fuel ordered due to its default the Company may not reject the delivery, but the Supplier shall make a pro rata adjustment to the invoice for the Fuel and the Supplier will confirm promptly the Price for that Fuel (as adjusted) to the Company in writing.

6.7 Giving notice of delays. If, at any time, the Supplier becomes aware that it will not (or is unlikely to) deliver the Fuel by the Delivery Date, it shall immediately notify the Company of the fact of the delay, the reasons for the delay and how the Supplier proposes to mitigate the delay. The Supplier shall also inform the Company if it believes that the delay is wholly or partly due to the Company’s or the Customer's default.

7. Acceptance and Defective Products

7.1 Certain terms relating to acceptance of and defects in the Goods do not apply to the Fuel. Conditions 7.6 and 7.8 shall not apply to the Contract if it is a contract for the supply of Fuel.

7.2 The Company shall use reasonable endeavours to procure that the Customer shall, inspect the Fuel as soon as is reasonably possible after delivery. The Company shall, within twenty (20) days of the date of delivery, give notice to the Supplier in detail of:

7.2.1 any defect in or contamination of the Fuel that is apparent on reasonable examination. In this case the Supplier shall, at the Company’s discretion, arrange to replace the Fuel or refund the purchase price;

7.2.2 any shortfall in the Fuel delivered (other than such shortfalls permitted pursuant to clause 6.6). In this case the Supplier shall, at the Company’s discretion, arrange to deliver the undelivered Fuel or refund the price of the undelivered Fuel;

7.2.3 any delivery of Fuel not in accordance with the Order. In this case the Supplier shall, at the Company’s discretion, arrange to replace the Fuel or refund the purchase price; or

7.2.4 any non-delivery of the Fuel (in which case the time limit is within twenty (20) days of the estimated despatch date). In this case the Supplier shall, at its discretion and subject to clause 6.5, arrange to deliver the undelivered Fuel or refund the price of the undelivered Fuel.

7.3 If the Company fails to give any such notice in accordance with clause 7.2, the Fuel shall be conclusively presumed to be, in all respects, in accordance with the Order and free from contamination or apparent defects, and the Company shall be deemed to have accepted the Fuel.

7.4 The Company’s rights and remedies set out in clause 7.2 are in addition to the rights and remedies available to it in respect of the statutory conditions relating to description, quality, fitness for purpose and correspondence with sample implied into this agreement by the Sale of Goods Act 1979.

7.5 If the Supplier replaces the Fuel pursuant to clause 7.2.1 or clause 7.2.3, and the Supplier subsequently determines (acting reasonably) that the contamination of or defect in the Fuel arose as a result other than a default by the Supplier, the Supplier may charge the Company a return order surcharge, provided such surcharge is specified in the Order as an Additional Charge.

7.6 Without prejudice to any other rights or remedies of the Company (whether express or implied), the Supplier shall indemnify the Company against all liabilities, damages, losses (including loss of profits, loss of business, loss of reputation, loss of savings and loss of opportunity), fines, expenses and costs (including all disposal costs, cleaning and decontamination costs, interest, penalties, legal costs (calculated on a full indemnity basis) and reasonable professional costs and expenses) incurred by the Company as a result of the supply of any defective or contaminated Fuel and/or any claim by a third party, including the Customer, arising out of or in connection with the supply of any defective or contaminated Fuel.

8. Title and Risk

8.1 Terms relating to ownership of and risk in the Goods do not apply to the Fuel. Condition 8.1 shall not apply to the Contract if it is a contract for the supply of Fuel.

8.2 Risk in the Fuel.

8.2.1 The risk in Fuel delivered in barrels, packages or some other similar form, delivery shall pass to the Company when it is off-loaded from the delivery vehicle, unless the Company or the Customer (as the case may be) wrongfully fails to take delivery of the Fuel, in which case such risk shall pass to the Company at the time when the Supplier has attempted to deliver the Fuel.

8.2.2 The risk in Fuel delivered by hose shall pass to the Company when, on discharge, it passes the hose connection of the Customer’s Tank, unless the Company or the Customer (as the case may be) wrongfully fails to take delivery of the Fuel, in which case such risk shall pass to the Company at the time when the Supplier has attempted to deliver the Fuel.

8.3 Ownership of the Fuel. Title to the Fuel shall not pass to the Company until the earlier of:

8.3.1 the Supplier receiving payment in full (in cash or cleared funds) for the Fuel, in which case title to the Fuel shall pass at the time of payment; and

8.3.2 the Company reselling the Fuel, in which case title to the Fuel shall pass to the Company at the time specified in clause 8.5.2.

8.4 Until title to the Fuel has passed to the Company, the Company shall use reasonable endeavours to procure that the Customer shall:

8.4.1 not permit or allow the Fuel to become contaminated;

8.4.2 not allow the creation of any mortgage, charge, lien or other security interest in respect of the Fuel;

8.4.3 keep the Fuel insured against all risks for its full price from the date of delivery; and

8.2.4 give the Supplier (via the Company) such information as the Supplier may reasonably require from time to time relating to the Fuel,

8.5 Subject to clause 8.6, the Company may resell the Fuel before the Supplier receives payment for the Fuel. However, if the Company resells the Fuel before that time:

8.5.1 it does so as principal and not as the Supplier’s agent; and

8.5.2 title to the Fuel shall pass from the Supplier to the Company immediately before the time at which resale by the Company occurs.

8.6 At any time before title to the Fuel passes to the Company, the Supplier may:

8.6.1 by notice in writing to the Company, terminate the Company’s right under clause 8.5 to resell the Fuel; and

8.6.2 at any time require the Company to use reasonable endeavours to procure that the Customer delivers up all Fuel in its possession and control that has not been resold or used and if the Company fails to do so promptly and, if requested to do so by the Supplier, use reasonable endeavours to procure a right for the Supplier to enter any premises of the Customer where the Fuel is stored to recover them.

9. Compliance

9.1 Health and safety data sheets. The Supplier will issue health and safety data sheets for the Fuel and the Company shall use reasonable endeavours to procure that the Customer’s employees, contractors and agents and/or comply with the instructions and recommendations in such data sheets.

9.2 The Supplier shall, on request, notify the Company as to how it can obtain replacement health and safety data sheets.

9.3 Maintenance and operation of installations and equipment.

9.3.1 The Company shall use reasonable endeavours to procure that the Customer ensures all installations and equipment used with the Fuel, including the Customer’s Tank but excluding the Supplier’s equipment, are installed, maintained and operated in such manner to avoid accidents which could have reasonably been anticipated; and

9.3.2 The Company shall use reasonable endeavours to procure that the Customer uses all reasonable endeavours to prevent the Fuel, used or unused, entering drainage, sewage systems, water courses or soil at or in the vicinity of the Delivery Location.

9.4 Non-contravention of customs and petroleum tax laws.

9.4.1 The Company warrants and undertakes to the Supplier that it will not use the Fuel in contravention of the Customs and Excise Management Act 1979 or the Hydrocarbon Oil Duties Act 1979 or of any amending or substituting legislation in relation to either such act.

9.4.2 The Company shall obtain and comply with any and all permits, licences and other consents necessary for it to purchase and use the Fuel, including any such consents required for a preferential delivery of the Fuel regarding tariffs or taxes and/or the Company’s entitlement to use rebated fuel. If requested by the Supplier, the Company shall provide the Supplier with evidence that it has obtained and/or is in compliance with such consents.

9.5 Non-solicitation.

9.5.1 To protect the legitimate business interests of the Company, the Supplier covenants with the Company that it shall not (except with the prior written consent of the Company) solicit or entice away (or attempt to solicit or entice away) from the Company the business or custom of the Customer.

9.5.2 The Supplier shall be bound by the covenant set out in clause 9.1.1 for a period of twelve (12) months after the Delivery Date.

9.6 Disruption of supplies. The Supplier shall notify the Customer promptly on becoming aware of any failure or delay, or reasonably foreseeable failure or delay, in supply or delivery of products the same as or similar to the Fuel, including stock shortages, closure or standstill of terminals, refineries or production facilities, depots or other delivery facilities, and/or allocation limits.

December 2025