Benholm Group Ltd - Ts&Cs 05.25

18. ANTI-BRIBERY. You and we shall comply with all applicable laws, statutes and regulations relating to anti-bribery and anticorruption including the Bribery Act 2010, have and maintain in place throughout the term of the Contract policies and procedures to avoid any bribery or corruption, and notify each other if either party becomes aware of any breach of this clause, or has reason to believe that it or any person associated with it has received a request or demand for any undue financial or other advantage in connection with the performance of this Contract

19. ENTIRE AGREEMENT. The Contract constitutes the entire agreement between you and us and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between you and us, whether written or oral, relating to its subject matter. You agree that in entering into the Contract you do not rely on and shall have no remedies in respect of any statement. representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. You shall have no claim for innocent or negligent misrepresentation or negligent misrepresentation based on any statement in the Contract. No variation of the Contract shall be effective unless it is agreed in writing by you and us.

20. GOVERNING LAW AND JURISDICTION 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 Scotland. You and we irrevocably agree that the courts of Scotland shall have exclusive jurisdiction to settle any dispute or claim (including noncontractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.

21. INTERPRETATION. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality). Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms. A reference to writing or written includes email, SMS and other forms of electronic communication. Documents 1 and 2 form part of these terms and conditions and have effect as if set out herein. General Terms means the main body of these terms and conditions but excluding Schedules A and B.

Schedule A

MAINTENANCE TERMS AND CONDITIONS

1. Any maintenance services provided by us are subject to the General Terms insofar as they are applicable and not inconsistent with the terms set out in this Schedule. In consideration of the sum shown in our quotation (which sum shall increase by not more than 12.5% per annum) plus VAT at the current rate payable to us by you, we agree to use all reasonable commercial endeavours to make regular maintenance visits throughout the period of the Contract for the purpose of maintaining the goods ordered, the first of which visits shall ordinarily be made within 30 days of the date of delivery of the goods. The Contract shall continue for one year from the date of delivery of the goods and thereafter until terminated by one month's notice in writing given by either party to the other for whatever reason. We may invoice you for our maintenance charges annually in advance or such other frequency as agreed in writing. You must pay each invoice with in 30 days after the date of invoice. You shall pay interest and costs arising from late payment as set out in the General Terms.

2.The said maintenance shall include cleaning, watering, pest control, feeding and automatic free replacement of dead, dying or overgrown plants with like or similar plants (except where such condition arises from accidental or malicious damage) together with any specific services set out in our quotation.

3 You must allow us access to the plant displays for the purpose of maintenance on working weekdays between the hours of 6am and 5.30pm (or as otherwise agreed between you and us) and you must provide us with sufficient access to hot and cold water to carry out such maintenance. We reserve the right to charge for costs incurred during any visit when such access is not available (except for where you have given us sufficient prior notice for us to reschedule any planned visit).

4. For the avoidance of doubt, if live planting is delivered before a maintenance agreement is signed with us, we have no responsibility for any deterioration of the planting until a maintenance agreement is in place.

4.You must notify us promptly if any maintained goods have been damaged or have otherwise deteriorated between our maintenance visits.

5.You must notify us of any likely hazards at your premises which could pose any risk to the health and safety of our personnel, and you must use all reasonable endeavours to minimise any such risk.

6.We warrant that our services will be carried out with all reasonable care and skill. Your sole remedy for any breach of this warranty will be the reperformance by us of the affected services.

7. You must notify us of any interruption to services such as the temperature, watering, light, etc that may impact the health of the planting.

Schedule B

HIRE AND MAINTENANCE TERMS AND CONDITIONS

1. GENERAL

Any hire and maintenance services provided by us are subject to the General Terms insofar as they are applicable and not inconsistent with the terms set out in this Schedule. In accordance with the terms set out in our quotation, you hereby request that we install and hire to you the specified goods, to be kept and displayed at the delivery address set out in our quotation (or as otherwise agreed in writing). The hired goods may in some circumstances make use of reclaimed materials and are not guaranteed to be new unless specified in the quotation.

2. LENGTH OF HIRE TERM

Subject to any earlier right to terminate set out in the General Terms, the hire term is for three years (or such other period set out in our quotation) ("Minimum Tenn") to commence on the date of Delivery of the goods and to continue until terminated by six months' prior written notice after the Minimum Term, served by either party to the other by first class recorded delivery post to the registered office address (if a limited company) or notified invoice address (in all other circumstances) of the other party. Email notification is acceptable but only if confirmed by us in writing/email.

3. HIRE RENT

The rental amount is as specified in our quotation (which rental shall increase by not more than 12.5% per annum from and after the expiration of the Minimum Term) plus VAT at the current rate and we may invoice you for such amount quarterly in advance (or at such other frequency as we agree in writing), and you must pay each invoice within 30 days after the date of invoice. You shall pay interest and costs arising from late payment as set out in the General Terms.

4. YOUR RESPONSIBILITIES

4.1. During the period of hire and until their return to (or collection by) us, you must keep the goods safe and ensure they are displayed and used in a proper manner, in accordance with any guidelines (including temperature ranges and light levels) issued by us from time to time. You will be liable for any loss of or damage to the goods from whatsoever cause arising (fair wear and normal usage excepted) and shall keep them insured against all risks. You must ensure your staff are instructed not to water, fertilise, modify, relocate or tamper with the goods. 4.2. On the termination (for any reason) of the hire you must promptly return the goods to us or arrange for us to collect them at your expense and (fair wear and normal usage excepted) the goods must be in a condition similar to their condition at the commencement of the hire. If you fail to return the goods promptly, we may enter the premises where they are stored or

where they are reasonably thought to be stored and repossess the same.

4.3. You must not move the goods from the position at which you have agreed they will be kept and displayed without our prior written consent (which will always be subject to reimbursement of any expenses we incur in connection with such relocation).

4.4. You must not lend the goods to any other person for any reason whatever or sub-hire them or otherwise surrender your control or possession of them in any way without our prior written consent. The goods remain our property and cannot in any circumstances be sold or used as security.

5. MAINTENANCE

Full maintenance is included in respect of the hired goods and paragraphs 2 to 6 of Schedule A above shall apply with respect to such maintenance.

6. EARLY TERMINATION CHARGES

If the hire Contract is terminated by us prior to the expiry of the Minimum Term in accordance with our rights set out in the General Terms, or if we (at our sole discretion) agree to you terminating the hire Contract prior to the expiry of the Minimum Term, you shall pay to us on demand a sum equivalent to the greater of (a) 6 months' hire charges; and (b) the outstanding balance of the hire charges payable for the remainder of the Minimum Term. You agree that this is a genuine pre-estimate of our losses arising from such early termination.

7. REMOVAL OF OUR GOODS

We shall use reasonable care when removing any goods, but we shall have no obligation to restore the relevant part of your premises to its original state (or to reimburse you the costs of such restoration). If it is not possible for us to remove our goods. you shall reimburse us in full for the replacement value of the goods that cannot be recovered.