Background

1. Surfex Coverings Limited of 152-160 City Road, London. EC1V 2NX (Surfex) is the exclusive importer to the United Kingdom of “Belbien”, a lightweight PVC decorative film; in addition Surfex installs Belbien in accordance with Contracts agreed with its Customers.

2. Belbien is manufactured by C.I. TAKIRON Corporation, Shinagawa Intercity Tower A,2-15-1 Konan,Minato-ku,Tokyo,108-6031, JAPAN (the Manufacturer)

Definitions

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

Conditions: the terms and conditions set out in this document

Contract: the contract between the Customer and Surfex for the supply of goods and services.

Delivery Date: the date specified in the Order, or, if none is specified, within 10 Business Days of the date of the Order.

Delivery Location: the address for delivery of Goods as set out in the Order.

Goods: the goods (or any part of them) set out in the Order.

Specification: any specification for the Goods, including any related plans and drawings, that is agreed in writing by the Customer and Surfex.

Works: the services supplied by Surfex under the contract including the installation of the Goods

1.1 Interpretation:

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

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

(c) a reference to writing or written includes [faxes and] emails.

Warranty – Belbien – Commercial Contract Nov 2018

2. The Goods Supplied

2.1 Belbien is supplied with a two year manufacturers warranty from Manufacturer the terms of which are set out at Appendix A.

2.2 Surfex shall use its best endeavours to ensure that the Customer receives the benefit of the Manufacturer’s warranty.

3. The Services Provided

3.1 Surfex shall ensure that the Goods shall:

(a) correspond with their description and any applicable Specification;

(b) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979, as amended) and fit for any purpose held out by Surfex or made known to Surfex by the Customer expressly or by implication, and in this respect the Customer relies on Surfex’s skill and judgement;

(c) be installed in a good and workmanlike manner by appropriately trained and experienced workers;

(d) be installed in accordance with the Specification and with usual industry standards for installations of similar type;

(e) be free from defects in design, material and workmanship and remain so for 12 months after delivery; and

(f) comply with all applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling and delivery of the Goods

3.2 Surfex shall ensure that at all times it has and maintains all the licences, permissions, authorisations, consents and permits that it needs to carry out its obligations under the Contract.

4. Remedial Works

4.1 In the event that remedial works are required as a result of damage or defect under either the manufacturer’s warranty or breach by Surfex of clause 3 and that defect or damage is not excluded by clause 8 then Surfex will indemnify the Customer in relation to such remedial works.

5. Customer’s Right to Inspect

5.1 The Customer may inspect the Goods at any time before delivery. Surfex shall remain fully responsible for the Goods despite any such inspection and any such inspection shall not reduce or otherwise affect Surfex’s obligations under the Contract.

5.2 The Customer may request a sample of the Goods to inspect prior to delivery.

Warranty – Belbien – Commercial Contract Nov 2018

5.3 If, following such inspection, the Customer considers that the Goods do not conform or are unlikely to comply with Surfex’s undertakings at clause 2.1, the Customer shall inform Surfex and Surfex shall immediately take such remedial action as is necessary to ensure compliance.

5.4 The Customer may conduct further inspections and tests after Surfex has carried out its remedial actions.

6. Delivery

6.1 Surfex shall ensure that:

(a) the Goods are properly packed and secured in such manner as to enable them to reach their destination in good condition;

(b) each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, the Order number (if any), the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and

(c) if Surfex requires the Customer to return any packaging material to Surfex, that fact is clearly stated on the delivery note. Any such packaging material shall be returned to Surfex at the cost of Surfex.

6.2 Surfex shall deliver the Goods:

(a) on the Delivery Date;

(b) at the Delivery Location; and

(c) during the Customer’s normal business hours, or as instructed by the Customer.

6.3 Delivery of the Goods shall be completed on the completion of unloading the Goods at the Delivery Location.

6.4 Surfex shall not deliver the Goods in instalments without the Customer’s prior written consent. Where it is agreed that the Goods are to be delivered by instalments, they may be invoiced and paid for separately.

7. Title and risk

Title and risk in the Goods shall pass to the Customer on completion of delivery.

8. Exclusions

8.1 Damage or defect arising in the Goods caused by virtue of the reasons listed in this clause shall not entitle the Customer to make any claim under this document. The reasons are :

(a) Damage or defect caused by abuse, misuse or intentional damage;

(b) Issues arising with the Goods as a result of modifications to the Works not executed by Surfex;

(c) A failure to maintain the Goods in accordance with the manufacturers and/or Surfex’s guidance;

Warranty – Belbien – Commercial Contract Nov 2018

(d) Normal wear and tear;

8.2 Where the Customer alleges that Goods and/or the Works have not been carried out in accordance with the Contract or Specification, the Customer shall not be entitled to make a claim under this document if the Customer fails to give notice in writing to Surfex of the allegation of non-compliance within 12 months of the Completion of the Works. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

8.3 The Customer shall be liable to pay Surfex a call out charge and the costs of any agreed remedial works in the event that any damage or defect in the reasonable opinion of Surfex is excluded pursuant to clause 8.1.

8.4 For the avoidance of doubt, save where it is alleged that the presence of a defect or damage to the Goods has a arisen due to a failure by Surfex to act in accordance with clause 3, it does not consider that the matters listed in Appendix A paragraphs (a) to (m) will amount to damage or defect in respect of which it would be liable to carry out any remedial works.

8.5 The Customer shall not, under the terms of this document, be entitled to make a claim for :

(a) Loss of profits.

(b) Loss of sales or business.

(c) Loss of agreements or contracts.

(d) Loss of anticipated savings.

(e) Loss of or damage to goodwill

(f) Indirect or consequential loss.

all of which are excluded.

8.6 Nothing in this document shall exclude Surfex’s liability which cannot legally be limited, including liability for:

(a) death or personal injury caused by negligence;

(b) fraud or fraudulent misrepresentation; and

(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

9. Insurance

9.1 During the term of the Contract and for a period of 6 years thereafter, Surfex shall maintain in force, with a reputable insurance company, professional indemnity insurance, product liability insurance and public liability insurance to cover the liabilities that may arise under or in connection with the Contract, and shall, on the Customer’s request, produce both the insurance certificate giving details of cover and the receipt for the current year’s premium in respect of each insurance.

Warranty – Belbien – Commercial Contract Nov 2018

9.2 The Contractor shall maintain that professional indemnity insurance:

(a) with reputable insurers lawfully carrying on insurance business in the United Kingdom;

(b) on customary and usual terms and conditions prevailing for the time being in the insurance market; and

(c) on terms that:

(i) do not require the Contractor to discharge any liability before being entitled to recover from the insurers; and

(ii) would not adversely affect the rights of any person to recover from the insurers under the Third Parties (Rights Against Insurers) Act 2010.

10. Compliance with relevant laws

10.1 In performing it obligations under the Contract, Surfex shall comply with all applicable laws, statutes and regulations from time to time in force.

10.2 Notices.

(a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, or sent by pre-paid first class post or other next working day delivery service, commercial courier, fax or email.

(b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 10.2(a); if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by fax or email, at 9.00 am on the next Business Day after transmission.

(c) This clause does not apply to the service of any proceedings or other documents in any legal action, or other method of dispute resolution.

10.3 Third party rights. No one other than a party to the Contract shall have any right to enforce any of its terms.

10.4 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.

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

Warranty – Belbien – Commercial Contract Nov 2018

Appendix A – C I TAKIRON WARRANTY

C.I. TAKIRON Corporation and warrants BELBIEN wall covering products to be free from defects in manufacturing for a period of two years from the date of invoice to the original end user.

C.I. TAKIRON’s sole obligation under the foregoing warranty shall be to replace at the place of shipment, without charge, all defective products which are returned for inspection within the applicable warranty period.

If there are any manufacturing defects confirmed by C.I. TAKIRON before the installation within the applicable warranty period, C.I. TAKIRON will provide replacement product for the defective area without any labour cost.

EXCLUSIONS to WARRANTY

C I TAKIRON shall not be liable under the foregoing warranty for :

a) Wear to surface due to abrasion, gloss reduction, colour shading, staining and/or any damages.

b) Any intentional damage such as scuffs, gouges, stains, burns, cuts, scratches and others.

c) Any damage due to furniture moving such as scuffs, gouges, stains, cuts, scratches and others

d) Pattern Matching differences due to the manufacturing process.

e) Any defects due to the improper handling and storage by the Customer following delivery.

f) Any damage caused by any primer, sub-materials, cleaners.

g) Any damage caused by excessive moisture, alkali and/or hydrostatic pressure in the substrate.

h) Any damage caused by heavy solvent, acids and/or alkalis.

i) Any damage due to improper and non-recommended maintenance.

j) Any damage due to natural disasters and/or an act of God.

k) Use for purposes other than those for which the products are intended.

l) Colour deviations from samples in libraries and brochures.

m) Shading or texture variations in products