Terms and Conditions of Business

1. Who we are

These Terms and Conditions of Business ("Terms") govern the provision of brokerage and related services by Velvet Solutions Ltd ("Velvet Solutions", "we", "us", "our"), a company registered in England and Wales (company number TBC), registered office in the United Kingdom, to any person or entity engaging us as a buyer, seller or service client ("you", "client"). By instructing us, submitting an enquiry, or otherwise engaging our services, you agree to be bound by these Terms.

2. Scope of our services

We act as an intermediary in the market for used industrial process equipment, providing some or all of the following services depending on the engagement:

• Marketing and brokerage of used process plant and equipment on behalf of sellers;
• Identification and introduction of equipment to buyers, including sourcing against a specific brief;
• Valuation and appraisal of equipment and plant;
• Coordination of dismantling, rigging, freight and related logistics through third-party contractors; and
• Marketing of decommissioned plants on behalf of sellers, including dossier preparation and buyer qualification.

The specific scope of any engagement will be confirmed in writing, by email or equivalent, and these Terms apply in addition to any such written confirmation. Where there is a conflict, the specific written confirmation prevails.

3. Our role as intermediary

Velvet Solutions acts as broker and intermediary. Save where we expressly agree in writing to act as principal (buying or selling equipment in our own name), we are not a party to the underlying contract of sale between buyer and seller. Our role is to introduce, facilitate and, where instructed, coordinate elements of the transaction. The contract of sale for any item of equipment is between the buyer and the seller directly, on terms they agree between themselves, informed by our Terms of Sale where applicable to a listed item.

4. No warranty basis

We provide descriptions of equipment based on information supplied by sellers, our own inspections where carried out, and reasonable due diligence appropriate to a brokerage. We do not warrant or guarantee the accuracy, completeness or currency of any description, specification, condition report, valuation or other information we provide, whether in a listing, dossier or otherwise, except to the extent we have been negligent or acted in bad faith. Buyers are responsible for satisfying themselves as to the condition, suitability and legal status of equipment before committing to purchase, including by inspection.

5. Fees and commission

Our fees are agreed in writing before an engagement begins. For seller-side brokerage, our fee is typically a commission calculated as a percentage of the completed sale price, payable on completion. For buyer-side sourcing, valuation and logistics coordination services, fees may be fixed, time-based or commission-based as agreed. We do not charge a fee for services not delivered.

6. Confidentiality and NDAs

Where a non-disclosure agreement is signed in connection with a listing or engagement, we and the client will each comply with its terms. Information marked or reasonably understood to be confidential, including seller identity, site location, detailed specifications and pricing, will not be disclosed by us to third parties outside the scope of a permitted introduction without consent, except where required by law.

7. Client obligations

You agree to:

• Provide accurate and complete information relevant to any listing, brief or engagement;
• Not circumvent Velvet Solutions by dealing directly with a counterparty we have introduced, in relation to the introduced transaction, without our knowledge, for a period of 24 months from introduction;
• Comply with all applicable laws, including export control, sanctions and customs regulations relevant to any transaction; and
• Pay fees due to us in accordance with agreed terms.

8. Liability

Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be excluded or limited. Subject to that, our aggregate liability to you arising out of or in connection with an engagement, whether in contract, tort (including negligence) or otherwise, is limited to the fees paid by you to us under that engagement in the twelve months preceding the claim. We are not liable for indirect or consequential loss, loss of profit, loss of production, or loss of business opportunity.

9. Intellectual property

Photographs, listing text, dossiers and other materials we produce remain our property or that of the relevant rights holder. You may use dossier materials for the purpose of evaluating a transaction and may not redistribute them commercially without our consent.

10. Termination

Either party may terminate an engagement on reasonable written notice where no transaction is pending. Fees earned or accrued before termination, including commission on any transaction that completes as a result of an introduction made before termination, remain payable.

11. Governing law and jurisdiction

These Terms and any engagement governed by them are subject to the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction over any dispute arising out of or in connection with these Terms or any engagement, save that we may bring proceedings to recover unpaid fees in any jurisdiction where you are located or hold assets.

12. Changes to these Terms

We may update these Terms from time to time. The version in force at the date an engagement is confirmed applies to that engagement, unless we agree specific terms in writing that state otherwise.

13. Contact

Questions about these Terms should be sent to info@velvetsolutions.co.uk.

This document is a template pending review by Velvet Solutions Ltd's legal advisers.