Terms of Business

1. Definitions

1.1 These General Terms of Business apply to the delivery of Project Management, Consultancy, Operational and / or Support Services

referred to in the Offer and herein as “the Services”, and the following words and expressions shall have the meanings hereby assigned to them except where the context requires otherwise:

a)You, the “Client”, shall mean the individual(s), firm(s) or company(ies) so named in the Contract or the Offer.

b) We, “BioC” shall mean BioCon Group, BioConsult, BioContractors, BioConstruct NewEnergy, the company undertaking to carry out the Services.

c) “Contract” shall mean the agreement between BioC and the Client comprising the Offer in which these General Terms of Business are referred to, along with attaching schedules, appendices, variations to these General Terms or any other documents as described in the Offer.

d) “Scope of Work” shall be as set out in the Offer (or any document listed therein describing the nature and extent of the Client’s requirements under the Contract) and any modification thereof and/or addition thereto as may from time to time be furnished or approved in writing by both BioC and the Client.

e) “Project Management, Consultancy, Operational and / or Support Services” shall mean the Project Management, Engineering, Design, Procurement, Operation, Maintenance and any other services to be provided by BioC as necessary to carry out the requirements of the Scope of Work.

f)“Documentation” shall mean all media which record information relating to the Services in whatever form (electronic or otherwise) including but not limited to reports, minutes, drawings, sketches, calculations, data sheets, specifications, programmes, correspondence, models and photographs.

g) “Regulations” shall mean any enactment, order, regulation or other similar instrument of any Local Authority or Government Body, as amended by any subsequent regulation and in addition if any, the standards, specifications, codes of practice and requirements specified by the Client in any scope of works, or otherwise listed in the Contract.

h) “Client’s Representative(s)” shall mean the person for the time being, or from time to time, duly appointed by the Client and notified in writing to BioC (with details of powers and authorities vested in them) to act as the client’s representative(s) for the purposes of the Contract.

i) “You” (and derivatives) shall mean the Client.

2. General

2.1 This agreement is entered into and given on the express understanding that unless agreed otherwise in writing the following conditions of contract to the exclusion of all others apply to and are incorporated in any contract of which our quotation may form part or under which any product or material is supplied by us and that our liability under any such contract is expressly limited as provided by such conditions.

2.2 No contract shall be formed until the Customers’ purchase order is accepted by us in writing.

2.3 All statement of works are made and given in good faith and although we exercise skill and care as to their accuracy we reserve the right to correct any errors and omissions before acceptance. We also expect you to inform us of any special requirements.

2.4 The extent of our supply is limited to that shown in the Scope of Works. Any variations or extra work will only be undertaken on your written instructions, titled “Changes to the Terms and Conditions”, and signed by both parties. The Contract Price and duration adjustments shall be included in this document.

3. Price

3.1 Pricing and payment details are given in our quotation. We reserve the right to increase the price due to (i) changes in the Scope of Works, (ii) delays due to the customer’s failure to fulfil its obligations, or (iii) the Customer requesting that we delay work for any reason.

3.2 The price does not make any provision for value added tax which will be invoiced in accordance with the applicable legislation.

3.3 We reserve the right to invoice up to the next applicable milestone payment should the project be curtailed or delayed by the Client or by any other events outside of BioC control.

3.4 Charges may differ from estimations or quotations or a “target price” that may have been supplied, which shall be provisional only. To the extent that estimates are set out in the Contract, BioC shall keep the Client informed of any material changes thereto.

3.5 Fees and charges required to deliver the Services, including application fees, licences, external lab work, specialist fees and such, unless otherwise stated in the Contract, shall be met by the Client.

4. Terms of Payment

4.1 If no other terms of payment have been agreed the terms will be net cash 10 calendar days from date of invoice. Where the contract calls for part payment with order, services will not be provided until receipt of part payment. On overdue accounts, we reserve the right to charge interest at the rate of % above Bank of England plc base rate. We reserve the right to amend the terms or payment at our discretion prior to official acknowledgement of order.

4.2 If applicable, BioC will provide the Client with applications for payment in line with the payment schedule in the Offer. Following approval of the application for payment an invoice will be raised, being due for payment within 10 calendar days of the date of invoice. If the application remains unapproved or unchallenged for 5 calendar days, it will be invoiced and the invoice will be payable as above.

5. Force Majeure

5.1 Should our Scope of Works be hindered or delayed on your instructions or lack of instructions or by reason of any act or omission of yours or by any cause whatsoever beyond our control (including but not limited to strikes, lockouts, fire, explosion, shortage of raw materials, delay in delivery of materials by our suppliers, state of war, civil strife, and exceptional weather conditions) a reasonable extension of time shall be granted and the Contract price shall be increased to cover any extra expense incurred by and due thereto.

6. Delivery and Execution

6.1 We will use our best endeavors to complete the contract by the date quoted but will not accept any liability for losses by the Client oradditional costs borne by the Client whatever for failure to do so.

6.2 We will make every reasonable endeavor to minimise disruption to the Client’s facilities, sites, plant or equipment for the provision ofthe services and shall not, unless expressly stipulated elsewhere in the Contract, be responsible for any losses or additional costs directlyor indirectly relating to the delivery of our Services.

6.3 We reserve the right to substitute personnel should this be necessary for any reason during the course of the contract.

6.4 BioC shall ensure that its personnel, when visiting the Client’s premises, shall comply with all statutory requirements and Client works rules and safety measures applicable at any time.

6.5 Normal working hours lie between 8 am and 5 pm Monday to Friday. All hours worked outside of this time are at BioC’s discretion and will be charged at a rate agreed.

7. Client Responsibilities

7.1 Notwithstanding BioC’s duties and responsibilities in relation to the Services, the Client shall retain responsibility and accountability for:

a) The management, conduct and operation of the Client’s business and its affairs;

b) Deciding on the use of and choosing to what extent the Client wishes to rely on, or implement advice or recommendations of the services supplied by BioC;

c) Making any decision affecting the Services, any product of the Services, or the impact they may have on the Client’s business or affairs;

d) The delivery, achievement or realisation of any benefits directly or indirectly related to the Services unless specified to the contrary elsewhere in the Contract; and

e) The continued and safe operation of all facilities, sites, factories, plant, equipment, or whatever affected by the Services other than in any work areas designated form time to time by the Client and BioC as being under the control of BioC or its subcontractors for the purposes of carrying out the Services.

7.2 Unless stipulated otherwise in the Contract, the Client shall allow BioC employees, servants and subcontractors reasonable access to the Client’s welfare facilities whilst attending the Client’s premises for the purpose of carrying out the Services.

7.3 Where the nature of the Services is such that it is necessary, or likely to be more efficient, for BioC to perform work at the Client’s premises or using Client computer systems or telephone networks, the Client shall ensure that all arrangements are made for access, induction, security procedures, virus checks, facilities, license’s or consents as may be required without cost to BioC.

8. Property & Risk

8.1 If, in the opinion of BioC, controls on Health and Safety are inadequate and can be demonstrated to be not compliant with current legislation we reserve the right to suspend services until the defect is remedied and/or terminate the contract and in either case recover additional costs incurred.

8.2 We shall not be liable for any claim nor any damages whether for direct or consequential loss, loss of profit or expenses however arising but our sole liability as rated below.

9. Delayed Plant

9.1 BioC will endeavor to provide the Client with reasonable advanced notice of all information requirements. For its part, the Client should allocate sufficient resource to ensure that the information requirements are met on a timely basis. Additional charges may arise in the event of difficulties in obtaining information. BioC is also reasonably entitled to assume that any information given or supplied, whether oral or in the form of documentation, is correct unless stipulated otherwise by the Client. BioC shall not be liable for any loss or damage to the Client arising from incorrect, misrepresented, or withheld information of documentation material to the Service, unless such default ought to be evident to BioC without further enquiry.

10. Limitation of Liability

10.1 We shall not be liable for loss or deferment of anticipated or actual profit, loss of revenue, loss of use, loss of production, loss of business opportunity, business interruption, cleaning-up costs and any similar loss or damage.

10.2 We shall not be liable for any consequential or indirect losses of any kind from or arising out of or in connection with our Contract with the Client.

10.3 We shall not be liable for any loss or damage arising from the realisation of any risk against which the Client (i) acting reasonably could have insured against (ii) pursuant to the terms of the Contract should have insured against.

10.4 Any advice, opinion, statement of expectation, forecast or recommendation supplied by BioC as part of the Services shall not amount to any form of guarantee.

11. Default

11.1 Without prejudice to any other rights or remedies we may have, we may by notice in writing (including e-mail) terminate the Contract forthwith if:

a) You commit any breach of any term of the contract provided that if such breach in our reasonable opinion is remediable you failed to remedy such breach within a period of 7 days from receipt of our notice giving reasonable details of the breach;

b) You commit a material breach of contract;

c) You become bankrupt or commit any act of bankruptcy or if you are put into liquidation or if a receiver of your assets appointed.

11.2 In such circumstances, BioC shall be entitled to its charges, along with any reasonable additional and unavoidable costs.

12. Termination

12.1 Unless stated elsewhere in the Contract, both parties can terminate the Contract by giving 28 days of notice in writing at any time.

12.2 Any sums invoiced and unpaid at the time of termination along with any additional charges due to be invoiced as a result of the termination are payable immediately, notwithstanding any other stipulated payment terms, and without any rights of set off.

13. BioC Employees

13.1 During the term of this Contract and for a period of 12 months following the expiry of the term of this Contract you shall not, directly orindirectly, retain the services of BioC Employees in any form whatsoever, whether as employee, consultant, independent contractor or otherwise.

13.2 If you breach clause 13.1, you shall pay liquidated damages per hour of breach in the amount of the hourly rate recently invoiced for such BioC Employee for each and every hour of breach to us. You agree that the hourly rate per each hour of break is a reasonable estimate of the loss we will suffer if an employee is leaving our company.

14. Applicable Law

14.1 The contract is subject to the laws of England and Wales.