SNB GROUP HOLDINGS LTD — TERMS OF SALE

1. Application and Contract

1.1 These Terms of Sale apply to every quotation, order and contract under which SNB Group Holdings Ltd ("SNB", "the Company", "we" or "us") supplies goods or services to a business customer ("the Buyer"). They apply to business-to-business transactions only.

1.2 These Terms prevail over any terms put forward by the Buyer unless SNB expressly agrees otherwise in writing through a director or other duly authorised representative.

1.3 A quotation is not an offer capable of acceptance unless expressly stated otherwise. A contract is formed only when SNB accepts the Buyer's written Purchase Order or otherwise confirms acceptance in writing.

1.4 Any quotation is based on the drawing, specification, material grade, quantity, certification level, testing, coating, delivery and other information available at the time of quotation. Any omission or later change may require a revised price, lead time or technical route.

1.5 Where goods are manufactured or supplied to the Buyer's drawing, specification, sample or instructions, the Buyer is responsible for the accuracy and completeness of those requirements and for confirming that the specified product is suitable for its intended application, unless SNB has expressly accepted design responsibility in writing.

1.6 Safety-critical status, special regulatory controls, customer-specific approvals, special testing, source-inspection, first-article, PPAP, FAIR, ITP, traceability, marking, certification or other elevated assurance requirements must be disclosed in writing at enquiry and order stage. SNB is entitled to re-quote or decline a requirement where material information was not disclosed before contract formation.

2. Managed Supply Route and Subcontracting

2.1 SNB operates as a technical supply, project-management and contract-manufacturing organisation and may use approved subcontractors, specialist processors and service providers in performing a Contract. Such activities may include material supply, machining, forging, thread manufacture, heat treatment, testing, inspection, coating, finishing, marking, packaging and logistics.

2.2 SNB remains the Buyer's contractual supplier and manages the contracted supply route through its quality management system. This includes review of the Buyer's requirements, control and flow-down of applicable purchase requirements, supplier approval and monitoring, material and batch traceability where specified, inspection and release, and the compilation and review of certification and quality records.

2.3 The use of approved subcontractors does not of itself relieve SNB of its contractual obligations to supply the Goods in accordance with the Contract.

2.4 Where specified in the Contract, SNB will provide the applicable traceability and certification records, which may include original mill certification, BS EN 10204 documentation, test reports, dimensional inspection records, heat-treatment records, coating or treatment certificates and other project-specific quality documentation.

2.5 The identity of SNB's subcontractors, manufacturing partners and wider supply-chain arrangements is confidential commercial information belonging to SNB. The Buyer has no entitlement to disclosure of those identities unless SNB has expressly agreed such disclosure in writing. Nothing in this clause requires SNB to withhold information where disclosure is required by applicable law or a competent regulatory authority.

2.6 The Buyer shall not directly approach, solicit or seek to circumvent SNB by using confidential supply-chain information obtained through the performance of a Contract to procure the same or materially similar Goods from an identified SNB subcontractor for the purpose of avoiding SNB, unless SNB gives prior written consent. This restriction does not apply where the Buyer can demonstrate that it had an established independent commercial relationship with that supplier before SNB disclosed the relevant information.

3. Price and Payment

3.1 The price is the price stated in SNB's accepted quotation or order acknowledgement, plus VAT and any other applicable tax, duty, freight, special packing, testing, inspection or certification charges not expressly included.

3.2 Unless otherwise stated, quotations are valid only for the period shown on the quotation.

3.3 Where a credit account is approved, invoices are payable within 30 days of invoice unless otherwise agreed in writing. Where credit has not been approved, SNB may require payment in advance or staged/pro-forma payment.

3.4 The Buyer shall pay all sums due without set-off, counterclaim, deduction or withholding except where required by law.

3.5 SNB may charge statutory interest and recovery costs on overdue commercial debts and may suspend work, delivery or further orders while any undisputed sum is overdue.

3.6 If material, energy, freight, exchange-rate, testing or other external costs materially increase after quotation because of circumstances outside SNB's reasonable control, SNB may propose a reasonable adjustment before the affected work is performed. If the parties cannot agree the adjustment, SNB may cancel the unperformed part of the Contract without liability other than refunding any payment received for that unperformed part.

4. Delivery, Quantity and Acceptance

4.1 Delivery dates are estimates unless SNB expressly agrees in writing that time is of the essence.

4.2 SNB may deliver in instalments. Each instalment may be invoiced separately.

4.3 Risk passes to the Buyer on delivery to the agreed delivery point or collection by the Buyer or its carrier. Title remains with SNB until all sums due for the Goods have been paid in full.

4.4 The Buyer must inspect the Goods promptly on receipt and notify SNB in writing of any apparent shortage, transit damage or visible non-conformity within 7 working days. Latent defects must be notified promptly after discovery.

4.5 Goods alleged to be non-conforming must not be altered, machined, heat-treated, coated, assembled, installed or otherwise processed before SNB has had a reasonable opportunity to investigate, unless SNB agrees otherwise in writing.

4.6 Where manufacturing convention or the accepted quotation permits quantity variation, the actual quantity supplied may vary by up to 10% and the price will be adjusted accordingly. This tolerance does not apply where the order expressly requires an exact quantity.

5. Changes and Cancellation

5.1 No change to drawing, specification, material, quantity, testing, certification, coating, delivery or other contractual requirement is binding unless agreed in writing.

5.2 A Buyer may not cancel a Contract without SNB's written agreement. Where cancellation is accepted, the Buyer shall pay all work completed, committed material and subcontract costs, cancellation charges reasonably incurred, and any other non-recoverable costs arising from the cancellation.

5.3 SNB may suspend or cancel a Contract if the Buyer fails to pay sums due, becomes insolvent, materially breaches the Contract, or fails to provide information or approvals reasonably required for performance.

6. Quality, Certification and Traceability

6.1 SNB will supply Goods against the requirements expressly stated in the Contract.

6.2 Certification and traceability are supplied only to the level specified in the accepted quotation, Purchase Order and order acknowledgement. Additional documentation, testing, re-certification or retrospective verification requested after manufacture may be chargeable and may not always be technically possible.

6.3 Material certificates, heat/cast/batch references, test reports, inspection records and special-process certificates may originate from approved mills, manufacturers, laboratories or processors and may be compiled and controlled by SNB as part of the final certification pack.

6.4 Where BS EN 10204 3.2 certification is specified, it will be arranged through the appropriate authorised inspection route applicable to the requirement.

6.5 The Buyer shall preserve any identification, batch or traceability markings where continued traceability is required after delivery.

7. Warranty and Remedies

7.1 Subject to these Terms, SNB warrants that at the time of delivery the Goods will materially conform to the agreed Contract requirements.

7.2 SNB is not responsible for defects caused by inaccurate or incomplete Buyer drawings/specifications; undisclosed application requirements; fair wear and tear; misuse; abnormal service conditions; improper storage or installation; alteration or further processing by the Buyer or a third party; or failure to follow applicable instructions.

7.3 If Goods are proven not to conform to the Contract, SNB may, at its option and as the Buyer's primary remedy, repair, replace, rework or credit the affected Goods.

7.4 Approved subcontracting forms part of SNB's controlled supply route. SNB remains responsible for its own contractual obligations notwithstanding that an approved subcontractor, mill, laboratory or specialist processor performs part of the work.

8. Limitation of Liability

8.1 Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, breach of title obligations, or any liability which cannot lawfully be excluded.

8.2 Subject to clause 8.1, SNB shall not be liable for loss of profit, loss of business, loss of production, loss of contract, loss of opportunity, loss of anticipated savings, loss of goodwill, or any indirect or consequential loss arising from the Contract.

8.3 Subject to clause 8.1, SNB's aggregate liability arising out of or in connection with any Contract, whether in contract, tort (including negligence), misrepresentation or otherwise, shall not exceed the total price paid or payable for the Goods giving rise to the claim, unless a different liability limit has been expressly agreed in writing.

8.4 The Buyer is responsible for determining the suitability of the Goods for the Buyer's final design, system and application unless SNB has expressly accepted design responsibility in writing.

9. Intellectual Property and Confidentiality

9.1 Drawings, specifications and technical information supplied by the Buyer remain the Buyer's or relevant owner's property and will be treated as confidential.

9.2 SNB's quotations, commercial methods, sourcing arrangements, supplier identities, process routes and other non-public commercial information are confidential to SNB.

9.3 Neither party shall disclose the other party's confidential information except to employees, professional advisers and approved supply-chain participants who need the information for the Contract and are subject to appropriate confidentiality obligations.

9.4 The Buyer warrants that it has the right to provide any drawing, design, specification or intellectual property supplied to SNB and shall indemnify SNB against third-party intellectual-property claims arising solely from SNB following those Buyer-supplied requirements.

10. Force Majeure

SNB shall not be liable for delay or failure caused by circumstances beyond its reasonable control, including shortages of raw material, energy or labour; failure or delay of mills, subcontractors or carriers; machinery breakdown; industrial action; fire; flood; epidemic; war; civil disturbance; governmental action; import/export restriction; embargo; or other comparable event. SNB shall use reasonable efforts to mitigate the effect and resume performance when practicable.

11. Retention of Title

11.1 Title to Goods remains with SNB until SNB has received payment in full of all sums due for those Goods.

11.2 Until title passes, the Buyer shall, so far as reasonably practicable, keep the Goods identifiable as SNB's property, maintain them in satisfactory condition and keep them appropriately insured.

11.3 If the Buyer becomes insolvent or fails to pay sums due, SNB may require return of Goods to which SNB retains title, subject always to applicable law and lawful access rights.

12. General

12.1 If any provision is invalid or unenforceable, the remaining provisions remain effective.

12.2 A waiver is effective only if given in writing and does not constitute a continuing waiver.

12.3 No person other than SNB and the Buyer has rights under the Contract unless expressly stated.

12.4 The Contract constitutes the agreement between the parties in relation to the relevant supply, subject to the accepted quotation, Purchase Order, order acknowledgement and any written variations agreed by SNB.

12.5 These Terms and every Contract are governed by the law of England and Wales. The courts of England and Wales shall have exclusive jurisdiction, unless SNB agrees otherwise in writing.

12.6 Notices to SNB shall be sent to sales@snbghltd.com or to: SNB Group Holdings Ltd, The Stables, Paynesley Hall Farm, Sandon Road, Cresswell, ST11 9QY.