1. DEFINITIONS

‘Agreement’ means this Maintenance Schedule Agreement.

‘Company’ means Robert M Donaldson Limited.

‘Customer’ means the person obtaining the equipment and/or Remedial Work and/or Maintenance Service from the Company under this Agreement.

‘Employee’ means any employee of the Company including any agents or subcontractors.

‘Equipment’ means the equipment, or any part of it, specified in the schedule.

‘Maintenance Service’ means the monitoring, preventative upkeep and repair of the equipment.

‘Remedial Work’ means the service of any equipment in response to an emergency call out.

‘Schedule’ means the schedule annexed to this agreement. ‘Emergency Call’ means that an RMD on-call engineer will respond to an emergency call within

the contract determined period of 1 hour.

‘Response Time’ once the RMD engineer determines a site visit is required, RMD will have an engineer on

site within the response time highlighted within the contract details. Eg (4 hour best endeavour, 8 hour

best endeavour, or next business day etc).

2. MAINTENANCE AND SUPPORT VISITS

The company will provide the following services in respect of the equipment: –

2.1 Emergency Call.

The company will respond to any emergency call from the customer by trying to remedy the fault

over the phone in the first instance, or if it is deemed necessary, by sending an engineer to

site within the contract determined period. Eg (4 hour best endeavour, 8 hour best endeavour,

or next business day etc)..

2.2 Maintenance Service Visits.

The company will maintain the equipment in good working order by carrying out a maintenance service of each piece of equipment yearly, or every six months as the maintenance schedule specifies. Maintenance service visits will be on an appointment basis and the customer must give no less than 48 hours notice to the company to alter appointment.

2.3 Additional Maintenance Service Visits.

This agreement does not cover additional maintenance service or remedial work to remedy abnormal wear and tear resulting from (i) incorrect use or operation, (ii) neglect, (iii) mishandling, (iv) inappropriate positioning of the equipment and the company reserve the right to charge for any such visits and any equipment replaced at its prevailing list rate and price respectively.

3. ABORTED VISITS

If a visit is aborted because the company is unable to carry out remedial work or maintenance service as a result of (i) inaccessibility of the customer’s premises or equipment, (ii) inexact information provided by the customer, (iii) unnecessary or undue calls, or (iv) insufficient notice, then:

3.1 the customer will immediately make a new appointment with the Company, and

3.2 the company reserves the right to charge the customer at its prevailing rate for the aborted visit

and for any other visit in response to an emergency call-out after the aborted visit but before the new appointment with the company.

4. EQUIPMENT

4.1 New Equipment

The addition of any new equipment to this agreement will be subject to an additional charge, to be notified to the customer before the first appointment.

The company reserves the right to charge the customer at its prevailing rate for the costs of any investigations and any repairs or adjustments the company regards as appropriate to carry out before the new equipment is introduced into this agreement.

4.2 Replacement Equipment

The parts of any equipment replaced during remedial work or maintenance service will become the property of the company.

Unless the schedule specifically stated to the contrary, all replacement parts are covered by the annual premium. If certain replacement parts are not covered, the company reserves the right to charge the customer at its prevailing list rate.

4.3 Batteries

The replacement of batteries is not covered by the annual premium and the company will charge for any replacement and installation of batteries at its prevailing price and rate respectively.

5. CUSTOMER RESPONSIBILITIES

Throughout the term of this agreement the customer will:

5.1 Ensure any employee of the company has free and sole access to the equipment and the customer’s premises.

5.2 Ensure that all equipment complies with any applicable installation, health and safety and environmental standards.

5.3 Ensure that the equipment is placed on a site with the following characteristics

5.3.1 Dust free and dry

5.3.2 Well-ventilated

5.3.3 Free from vibration

5.3.4 Cooling air temperature, maximum 25°C is recommended to optimise the durability of the equipment and batteries, calculated at the air intake point of the equipment.

5.4 Comply with the company’s terms and conditions of sale, copies of which are available on request,

when paying any charges specified in this agreement.

6. CHARGES

6.1 Annual Premium

The customer will pay the annual premium in advance on signature of this agreement, or in the case of new equipment added thereafter, on the date of the commissioning of that new equipment, and on each anniversary of such date.

6.2 Annual Premium Increases

The annual premium due on signature of this agreement will be increased by a percentage equal to the annual aggregate percentage increase of the BEAMA Index relating to electrical labour for the month and year in which the annual premium becomes due.

6.3 Value Added Tax

If applicable, the company will charge Value Added Tax, at the prevailing rate, in each invoice.

7. ORIGINAL MANUFACTURER

If the company is not the original manufacturer, the company reserves the right to contact the original manufacturer of the equipment for assistance when appropriate.

8. DURATION AND TERMINATION

This agreement will come into effect from and including the date of the signature by a duly authorised representative of the company and will continue on an annual basis unless either party gives the other 90 days advance written notice of termination, such notice to be given at any time after this agreement has been in effect for a period of nine months.

9. LIABILITY AND INDEMNITY

Notwithstanding Clause 15 of the BEAMA Conditions of Sale ‘A’, the company will indemnify the customer against direct damage or injury to any property, person or employees. The company will repair such damage to property or compensate such personal injury only in the following circumstances:

9.1 The damage or injury is caused by the negligence of the company or its employee in the course of operating at the customer’s premises.

9.2 The aggregate liability of the company for any damage to the property of the customer (including damage resulting from any breach of agreement, tort or breach of statutory duty committed by company) will be no greater than £2,000,000.00

9.3 Notwithstanding and breach of agreement, tort or breach of statutory duty, the customer will not be entitled to any claims, compensation or damages other than those contained in this agreement.

10. FORCE MAJEURE

The company will not be liable for any default under this agreement arising from circumstances outside its reasonable control.

For the purposes of this clause, non-exhaustive illustrations of force majeure include industrial conflicts and the nature or absence of directions from the customer.

11. ENTIRE AGREEMENT

This agreement, including and amendments, constitutes the entire understanding of the parties and there are no promises, terms, conditions or obligations, whether written or oral, express or implied, relating to

the equipment other than those contained or referred to in this agreement,

12. WAIVER AND VARIATION

No amendment to, or waiver of, any clause will be valid unless accepted in writing and signed by the duly

authorised representative of both parties.

13. JURISDICTION

This agreement will be interpreted in accordance with the law of Scotland and any dispute arising under it be submitted to the exclusive jurisdiction of the Scottish courts.