Terms & Conditions of Sale

1. DEFINITIONS AND APPLICATION

1.1 “Supplier” means LPW (Europe) Ltd, company number 06381094, trading as Capital Power Clean, together with its permitted sub-contractors and agents where the context allows.

1.2 “Customer” means the person, firm, company, public authority or other organisation contracting with the Supplier for the supply of Goods or Services in the course of its business, trade, craft or profession.

1.3 “Goods” means the goods, equipment, parts, consumables or other products to be supplied to the Customer under the Contract.

1.4 “Services” means any services to be supplied under the Contract, including installation, commissioning, maintenance, repair, inspection, training or other work.

1.5 “Contract” means the contract between the Supplier and the Customer for the supply of Goods and/or Services, incorporating these Conditions, the Supplier’s quotation or order acknowledgement and any specification expressly agreed in writing.

1.6 These Conditions are intended for business-to-business transactions only and are not intended to apply where the Customer contracts as a consumer.

2. BASIS OF CONTRACT

2.1 These Conditions apply to the Contract to the exclusion of any terms which the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing, except to the extent that such exclusion is not permitted by law.

2.2 A quotation issued by the Supplier is an invitation to treat and, unless stated otherwise, is valid for 30 days. An order placed by the Customer constitutes an offer to purchase on these Conditions.

2.3 A Contract is formed when the Supplier issues an order acknowledgement, expressly accepts the order in writing, despatches Goods, or begins performance of Services, whichever occurs first.

2.4 No variation of the Contract is effective unless agreed in writing by an authorised representative of the Supplier.

2.5 The Contract constitutes the entire agreement between the parties in relation to its subject matter. Each party acknowledges that it has not relied on any statement, promise or representation not set out in the Contract, but nothing in this clause excludes liability for fraud or fraudulent misrepresentation.

3. PRICE AND TAXES

3.1 The price for Goods and Services shall be the price stated in the Supplier’s quotation or order acknowledgement. Unless expressly stated otherwise, prices are exclusive of VAT and any similar taxes, duties, carriage, insurance, packaging, installation, commissioning and other charges, which may be charged in addition.

3.2 The Supplier may adjust a quoted price before completion where the Customer requests a change in specification or scope; causes or contributes to delay; requests urgent, out-of-hours or additional work; the condition of an existing installation differs materially from information supplied; or there is a material increase in the Supplier’s external costs which could not reasonably have been anticipated when the quotation was issued. The Supplier will notify the Customer of any material adjustment as soon as reasonably practicable.

4. DELIVERY AND ACCEPTANCE

4.1 Unless otherwise stated in the quotation or order acknowledgement, delivery terms are ex works from the Supplier’s nominated premises and the Customer is responsible for transport and insurance costs.

4.2 Delivery dates and completion dates are estimates only unless the Supplier expressly agrees in writing that time is of the essence. The Supplier is not liable for delay caused by circumstances outside its reasonable control or by any act or omission of the Customer.

4.3 The Supplier may deliver Goods or perform Services in instalments. Each instalment may be invoiced separately and delay in one instalment does not entitle the Customer to cancel any other instalment. LPW (Europe) Ltd trading as Capital Power Clean | Company No. 06381094 Commercial review draft – August 2026

4.4 If the Customer fails to take or accept delivery when the Goods are ready, the Supplier may store the Goods at the Customer’s risk and charge the reasonable costs of storage, handling, insurance and redelivery. If the Customer has not accepted delivery within three months after written notice that the Goods are ready, the Supplier may cancel the affected order, resell or otherwise dispose of the Goods and recover its reasonable losses, costs and any shortfall from the Customer.

4.5 The Customer shall inspect Goods promptly after delivery and notify the Supplier in writing of any visible shortage, transit damage or apparent non-conformity within five working days. Failure to give notice within that period does not affect a claim for a latent defect which could not reasonably have been identified on inspection or any right which cannot lawfully be excluded.

5. PAYMENT

5.1 Unless otherwise agreed in writing, the Customer shall pay a 50% deposit with order and the balance on delivery. Charges for installation, commissioning or other Services may be invoiced separately and are payable immediately on completion unless different payment terms are stated on the quotation, order acknowledgement or invoice.

5.2 The Customer shall pay each invoice in full, in cleared funds and without set-off, counterclaim, deduction or withholding except where required by law.

5.3 If any sum is overdue, the Supplier may exercise its rights under the Late Payment of Commercial Debts (Interest) Act 1998 (where applicable), including entitlement to statutory interest, fixed compensation and reasonable recovery costs. Where that Act does not apply, interest shall accrue daily from the due date until payment at 8% per annum above the Bank of England base rate from time to time.

5.4 If any amount owed by the Customer is overdue, the Supplier may suspend further deliveries or performance, withdraw or reduce credit facilities, and require payment in advance for outstanding or future orders, without prejudice to any other right or remedy.

6. RISK AND RETENTION OF TITLE

6.1 Risk in the Goods passes to the Customer on delivery to the Customer or to a carrier or other person collecting on the Customer’s behalf.

6.2 Title to the Goods shall not pass to the Customer until the Supplier has received in full all sums due in respect of the Goods and all other sums then due from the Customer to the Supplier.

6.3 Until title passes, the Customer shall hold the Goods on the Supplier’s behalf, keep them identifiable as the Supplier’s property, store them separately so far as reasonably practicable, keep them properly protected and insured, and not remove, deface or obscure any identifying mark or serial number.

6.4 Subject to applicable law, if payment becomes overdue or the Supplier reasonably believes the Customer is insolvent or unable to pay its debts as they fall due, the Supplier may require the Customer to return Goods to which the Supplier retains title. If the Customer fails to do so, the Customer shall permit the Supplier, on reasonable notice and during normal business hours, to enter premises under the Customer’s control solely to identify and recover such Goods, provided that the Supplier shall not use force to obtain entry.

6.5 The Supplier’s retention of title does not prevent it from suing for the price of the Goods when payment is due.

7. WORKS, INSTALLATION AND CUSTOMER OBLIGATIONS

7.1 Unless otherwise agreed, Services will be carried out during the Supplier’s normal working hours. Agreed overtime, weekend, emergency or out-of-hours work may be charged at the Supplier’s applicable rates.

7.2 The Customer shall provide, at its cost, safe and timely access to the site; suitable working space; utilities and facilities reasonably required; safe storage and protection for Goods, tools, plant, equipment and materials; all necessary permits and site information; and any builders’ work, foundations, isolations, cutting away and making good not expressly included in the Supplier’s quotation.

7.3 The Customer is responsible for ensuring that the site, existing equipment and services are safe and suitable for the Supplier’s work and for informing the Supplier of any known hazards, asbestos, contaminated areas, restricted-access requirements or other material health and safety risks before attendance.

7.4 The Customer shall reimburse the Supplier for reasonable additional costs, delay and wasted attendance caused by a breach of this clause or by inaccurate, incomplete or late information supplied by the Customer.

8. SPECIFICATION, ALTERATIONS AND SUBSTITUTIONS

8.1 Drawings, photographs, illustrations, descriptions, specifications, performance data, dimensions and weights are approximate unless expressly stated to be guaranteed in writing.

8.2 The Supplier may make reasonable alterations or improvements in design, materials or manufacturing methods and may substitute reasonably equivalent parts or products where an item becomes unavailable, difficult to procure or disproportionately expensive, provided that the change does not materially reduce performance or make the Goods unsuitable for a purpose expressly agreed in writing.LPW (Europe) Ltd trading as Capital Power Clean | Company No. 06381094 Commercial review draft – August 2026 | Page 3

9. WARRANTY

9.1 Subject to this clause, if Goods supplied by the Supplier prove defective because of faulty materials or workmanship within 12 months from delivery or commissioning (whichever is applicable), the Supplier will, at its option, inspect and repair the Goods, replace the defective part or Goods, or provide an appropriate credit or refund for the defective element.

9.2 The warranty is conditional upon: (a) the Customer notifying the Supplier promptly after discovering the defect; (b) the Customer making the Goods available for inspection and, where reasonably requested, returning defective parts at the Customer’s cost subject to reimbursement if the claim is accepted; (c) proper operation, storage and servicing in accordance with the manufacturer’s and Supplier’s instructions; (d) no misuse, neglect, accident, frost damage, unauthorised alteration or repair; and (e) all undisputed invoices relating to the affected Goods having been paid when due.

9.3 Where Goods are manufactured by a third party, the Supplier may satisfy its warranty obligation by passing to the Customer the benefit of any manufacturer’s warranty to the extent that it is available and sufficient to remedy the defect, but this does not exclude any obligation of the Supplier which cannot lawfully be excluded.

9.4 This warranty does not cover fair wear and tear, consumable items, accidental damage, misuse, damage caused by unsuitable chemicals, water, power supply or site conditions, or faults arising from equipment or parts not supplied or approved by the Supplier.

10. LIABILITY

10.1 Nothing in the Contract limits or excludes liability for death or personal injury caused by negligence; fraud or fraudulent misrepresentation; breach of any obligation as to title which cannot lawfully be excluded; or any other liability which cannot lawfully be limited or excluded.

10.2 Subject to clause 10.1, the Supplier shall not be liable for any loss of profit, revenue, business, anticipated savings, goodwill, production, use, contract or opportunity, or for any indirect or consequential loss, whether arising in contract, delict (including negligence), breach of statutory duty or otherwise.

10.3 Subject to clauses 10.1 and 10.2, the Supplier’s total aggregate liability arising out of or in connection with a Contract, whether in contract, delict (including negligence), breach of statutory duty or otherwise, shall not exceed 100% of the total price paid or payable under that Contract, except to the extent that a different limitation is required by law.

10.4 The Customer shall take reasonable steps to mitigate any loss or damage for which it seeks to hold the Supplier liable.

10.5 Any exclusion or limitation in these Conditions applies only to the extent permitted by law and is intended to be interpreted so as to satisfy any applicable requirement of reasonableness.

11. INDEMNITY

11.1 The Customer shall indemnify the Supplier against reasonable losses, liabilities, damages, costs and expenses suffered or incurred by the Supplier arising from: (a) the Customer’s breach of its obligations relating to site safety or access; (b) damage to property or injury caused by the Customer, its personnel or equipment; or (c) the Supplier following designs, instructions or specifications supplied by the Customer, except to the extent caused by the Supplier’s negligence or breach of Contract.

12. FORCE MAJEURE

12.1 Neither party shall be liable for delay or failure to perform an obligation (other than an obligation to pay sums already due) where caused by an event beyond its reasonable control, including industrial disputes, acts of government, war, terrorism, civil disturbance, fire, flood, severe weather, epidemic or pandemic, interruption of utilities or transport, cyber incident, shortage of materials, or failure of a supplier or carrier caused by such an event.

12.2 The affected party shall notify the other as soon as reasonably practicable and use reasonable endeavours to mitigate the effect. Performance shall be suspended for the duration of the event. If the event materially prevents performance for more than 60 consecutive days, either party may terminate the affected part of the Contract on written notice, without liability for future performance, but accrued rights and payment obligations remain unaffected.

13. CANCELLATION BY CUSTOMER

13.1 The Customer may not cancel or reduce an accepted order without the Supplier’s written consent. If the Supplier agrees to cancellation, the Customer shall pay all reasonable costs, commitments and losses incurred by the Supplier as a result, including work carried out, non-cancellable supplier charges, restocking charges and the cost of specially ordered, manufactured or configured Goods.

13.2 Goods made, modified, ordered or configured specifically for the Customer may be non-cancellable and non-returnable unless defective or otherwise agreed in writing.

14. SUSPENSION AND TERMINATION

14.1 Without prejudice to any other right, the Supplier may suspend performance or terminate the Contract by written notice if the Customer: (a) fails to pay an undisputed sum when due and remains in default seven days after written demand; (b) commits a LPW (Europe) Ltd trading as Capital Power Clean | Company No. 06381094 Commercial review draft – August 2026 | Page 4

material breach which is incapable of remedy, or fails to remedy a remediable material breach within 14 days after written notice; or (c) ceases or threatens to cease carrying on a substantial part of its business.

14.2 Subject always to applicable insolvency law, the Supplier may also exercise any termination or suspension right lawfully available where the Customer enters administration, liquidation, bankruptcy, a moratorium, a restructuring or arrangement with creditors, has a receiver appointed, or is unable to pay its debts as they fall due.

14.3 Nothing in these Conditions is intended to confer a right to terminate or suspend supplies in circumstances where that right is prohibited or restricted by section 233B of the Insolvency Act 1986 or other applicable law.

14.4 On termination, all amounts properly due to the Supplier become immediately payable; the Customer shall return any Goods to which the Supplier retains title; and clauses intended by their nature to survive termination shall remain in force.

15. LIEN

15.1 To the extent permitted by law and without prejudice to any other remedy, the Supplier shall have a general lien over property of the Customer lawfully in the Supplier’s possession for unpaid sums due from the Customer. If those sums remain unpaid after not less than 14 days’ written notice, the Supplier may, where lawful, sell or otherwise dispose of the property and apply the net proceeds towards the debt, accounting to the Customer for any surplus.

16. INTELLECTUAL PROPERTY AND CUSTOMER MATERIALS

16.1 All intellectual property rights in drawings, designs, specifications, manuals, quotations, proposals and other materials created by or for the Supplier remain vested in the Supplier or its licensors unless expressly assigned in writing.

16.2 The Customer may use such materials only for the operation, maintenance and use of the Goods or Services supplied under the Contract and shall not reproduce or disclose them for any other commercial purpose without written consent.

16.3 Where the Customer supplies a design, specification, logo, artwork or other material for use by the Supplier, the Customer warrants that it has the right to do so and shall indemnify the Supplier against third-party intellectual property claims arising directly from the Supplier’s authorised use of that material.

17. DATA PROTECTION

17.1 Each party shall comply with applicable data protection law in connection with personal data processed under the Contract. The Supplier’s current privacy information explains the personal data it holds, how it is used and shared, and the rights available to individuals.

17.2 Nothing in this clause requires either party to disclose personal data where disclosure would breach applicable law.

18. GENERAL

18.1 The Supplier may subcontract any part of the Contract but remains responsible for performance of its contractual obligations.

18.2 The Customer may not assign, transfer or subcontract its rights or obligations under the Contract without the Supplier’s prior written consent. The Supplier may assign or transfer the Contract to a member of its group or as part of a sale or transfer of all or a substantial part of the relevant business, on written notice to the Customer.

18.3 If any provision is found invalid or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall continue in force.

18.4 A failure or delay in exercising a right or remedy does not waive that or any other right or remedy.

18.5 Except for a person to whom the Supplier validly assigns the Contract, no person who is not a party to the Contract shall have any right to enforce any term of it.

18.6 Notices under the Contract shall be in writing and delivered by hand, pre-paid first-class or recorded-delivery post to the recipient’s registered office or principal place of business, or by email to an address expressly designated for contractual notices. Notices are deemed received: if delivered by hand, when left at the proper address; if posted within the UK, at 9.00 am on the second working day after posting; and if emailed, at the time of transmission provided no delivery failure notice is received, or if sent outside normal business hours, at 9.00 am on the next working day.

19. GOVERNING LAW AND JURISDICTION

19.1 The Contract and any dispute or claim arising out of or in connection with it, including non-contractual disputes or claims, shall be governed by and construed in accordance with Scots law.

19.2 The Scottish courts shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract, including any non-contractual dispute or claim.

Capital Power Clean contact: 01506 854585 | [email protected]