Conditions of Business
For the purpose of these conditions ‘the Company’ shall mean Joanna Trading Ltd.; ‘the Client’ shall mean any person or company to whom the Company supplies services or goods under these conditions.

1 Applications
These conditions shall apply in place of and prevail over any terms and conditions contained or referred
to in the Client’s order or in correspondence or elsewhere or implied by trade custom practice or course
of dealing unless specifically agreed to in writing by a director of the Company and any purported
provisions to the contrary are hereby excluded or extinguished.

2 Estimate, Acceptance, Fees and Costs
An estimate by the Company does not constitute an offer and the Company reserves the right to
withdraw or revise the same at any time prior to the Company’s acceptance of the Client’s order.
The Company shall prepare an estimate, and carry out the works specified therein, for the price set out
or otherwise agreed in writing.

The prices set out in the estimate are based on the costs of materials, labour and transport prevailing at
the date of the estimate or, if no price is quoted in the estimate, at the time when a price is agreed in
writing. Such prices shall remain unaltered for a period of two months from the date of estimate or
such written agreement.

If thereafter and before completion of this contract such costs increase due to foreign currency
fluctuations or for any other reason, the Company reserves the right to adjust the price set out in the
estimate or agreed in writing, as the case may be, to take account of such increased costs.
The estimate on which this contract is based is made on the assumption that work is to be carried out
during the normal working hours and as a continuous job unless otherwise agreed in writing.

The Company may make an additional charge at prevailing standard hourly rates for work carried out
outside normal working hours or for any break in the continuity of the work or for other loss of time
resulting from the Client changing his instructions.

Where the Company is involved in extra work and/or expense for which the Company is not otherwise
remunerated caused by:

• The clients’ variations to agreed and or completed schemes, work or services.
• The clients’ undue delay in instructing the company on selection of schemes and services after the
company’s submission of several options based on the client’s initial instructions and brief.

The company shall be entitled to additional fees calculated on a time basis as set out in the signed letter
of agreement.

3 Payment
Unless otherwise agreed, payment of the price shall be made as follows:

(i) 50 per cent of the price shall be payable immediately upon the Client’s witnessed acceptance of
the estimate.
(ii) Second payment of 20 per cent.
(iii) Third payment of 20 per cent.
(iv) The outstanding balance of the price shall be payable upon submission of the Company’s Final
Account.

Unless otherwise provided above, payment for goods supplied or services rendered shall be made
within 14 days of the date of the relevant invoice. After this date payment will be overdue. Without
prejudice to any overdue payment. Interest shall accrue daily from the due date for payment at 4%
over the base lending rate of Lloyds Bank plc until receipt of payment whether or not judgement is
obtained.

In the event of any payments not being so made the Company reserves the right immediately to
suspend or cancel any contract made with the Client without prejudice to any other rights the Company
may have.

Time shall be of the essence of the contract in relation to payments due from the Client.

4 Delivery
Any time or date for delivery of goods quoted by the Company shall be approximate only and the
Company shall not be liable in any manner for failure for any reasonable cause to deliver within the time
quoted nor in such circumstances shall the Client be entitled to cancel or terminate any order or
contact.

If the Company is unable to deliver any goods and shall be entitled to suspend or cancel the contract
under which the goods are to be supplied or that part of such contract which relates to the sale of such
goods.

5 Retention of Title
All goods supplied by the Company shall remain the property of the Company until payment in full has
been received by the Company. For all goods sold upon these conditions or under any other contract
and for all other amounts owing by the Client to the Company on any other account and until such
payment the Client shall hold the goods as bailee on behalf of and in a fiduciary capacity for the
Company. Where payment is made by the Client to the Company in satisfaction of a debt or debts
incurred by the Client in respect of goods or services supplied by the Company such payment shall be
deemed to have been made in respect of the earliest debt or debts so incurred (unless such payment is
expressed to be made in respect of a debt or debts specially identified by the Client).

Until such time as the Company has been paid in full, the Client shall store the goods in such a way as to
be clearly identifiable as the property of the Company.

The client shall not attempt or purport to pledge or transfer the goods in any way as security to any
third party until title to them has passed to the Client in accordance with these conditions.

The Company shall be entitled at any time after a default has been made by the Client on any payment
by the due date, or if any such default appears to the Company to be likely, to require the Client by
written notice to place at the Company’s disposal any goods to which title has been reserved by the
Company under this condition. Any action so taken by the Company shall not prejudice any other
rights that the Company may have. Without prejudice to the foregoing and in addition to all other
rights, the Company shall be entitled, at any time after a default has been made or appears likely as
aforesaid to enter upon any land or premises where the goods to which title has been reserved under
this condition may be for the time being and recover possession of them.

6 Passing of a Risk
Notwithstanding Clause 5 above, the risk of loss or damage to the goods shall pass to the Client on
delivery and the Client should therefore insure accordingly.

In all cases where the Client owns or has purchased goods including but not limited to any works of art
and antiques and the company has agreed to take possession of those goods for any purpose in
connection with the supply of services by the Company hereunder the Company shall be in possession
solely as bailee for the Client and the risk of loss or damage to the goods shall at no time pass to the
Company.

7 Value added Tax
The amount of any Value Added Tax on the goods, services and expenses of the Company will be
chargeable to the Client in addition to the price of such goods or the Company’s fees and expenses as
the case may be.

8 Client’s instruction
The Client will provide the Company with such decisions as are necessary for the proper performance of
the contract. The Client shall be charged at the Company’s standard hourly rates for extra work
resulting from changes in a design approved by the Client or other changes in the Client’s instructions.

9 Inspection
Services:
The Client shall inspect the Company’s work on completion of the contract and shall within one month
thereof notify the Company in writing of any respect in which the work is defective or not in accordance
with the contract. If the Client fails to give such notice, the Company’s work shall be deemed to be in
accordance with the contract in all respects and the Client shall be bound to accept and pay for the
same accordingly.

If the Client notifies the Company of work which the Company accepts is defective, the Client shall
afford the Company the opportunity of making good such work.

Goods:
The Client shall inspect the goods when they are delivered and shall notify the Company in writing
within one month of the date of delivery of any respect in which the goods are defective or otherwise
not in accordance with the contract whereupon the company shall have the opportunity to repair or
replace such goods.

10 Non-completion
If the Company is unable to complete any work due under the contract for any reason beyond its
control the company shall not be liable for its failure to complete the work and shall be entitled to
suspend or cancel the contract or any part thereof without prejudice to any other rights the Company
may have.

11 Delay
Where the Company is providing services and the work is delayed for any reason beyond the control of
the Company, the Client shall be charged for any time lost at the Company’s standard hourly rates.
12 Out of Pocket Expenses

General:
The Client shall reimburse the Company for all travelling and hotel expenses and any other costs
properly incurred by the Company in connection with the Company’s appointment.

Travelling Time:
Where work is being charged on a time basis, travelling time may be charged at the Company’s
standard hourly rates.

13 Contractors
Where the Client employs a contractor under a separate agreement to undertake construction or other
works, the Client will hold the contractor, and not the Company, responsible for the contractor’s
operational methods, for the proper execution of the works and for safety precautions in connection
with the works.

14 Consultants
Where the Client employs other consultants, either directly or through the agency of the Company, the
Client will hold each consultant, and not the Company, responsible for the competence, general
inspection and performance of the work entrusted to that consultant. The Company will have authority
to co-ordinate and integrate into the overall design the services provided by any such consultant.

15 Liability
The Company’s liability in respect of any services provided, whether negligently or otherwise, shall be
limited to the total amount payable by the Client to the Company under the contract save that the
Company shall not be liable for loss of profits, consequential loss or damage or any liability of the Client
to third parties.

The Company’s liability for any fault or defect in the quality condition, description or fitness for purpose
of goods supplied or any negligence in elation thereto shall be limited to an amount not exceeding their
purchase price save that the Company shall not be liable for loss of profits, consequential loss or
damage or any liability of the Client to third parties.

In circumstances where the Company’s liability shall be limited to an amount which satisfies the relevant
provision of the Unfair Contract Terms Act 1977.

16 Representations
Any oral representations or statement made by the Company, its servants or agents shall be regarded
as statements of opinion only and the Company shall not be responsible for the accuracy of such
statements.

17 Copyright
Copyright in all documents and drawings prepared by the Company and in any works executed from
those documents and drawings shall remain the property of the Company. Such documents, works are
and shall be confidential and shall not be disclosed to any third party without the Company’s written
consent, save that the Client shall be entitled to reproduce the Company’s design in the maintenance,
repair or renewal of the work.

18 Waiver
The granting of time or any other concession shall in no way prejudice or constitute a waiver of the
Company’s entitlement to enforce any rights under any contact.

19 Governing Law
All contracts entered into by the Company shall be governed by English law and be subject to the
exclusive jurisdiction of the English Courts.

May 2024