5 February 2025

Valued Customers,

Given the recent developments in relation to the potential for significant increases in Tariffs on goods into and out of the USA we are writing to you to set out Froude’s commercial position in relation to such imposed cost increases.

Froude is not in a position to absorb the costs associated with Tariff increases and will therefore have to pass on such costs to our customers. Therefore, and with immediate effect we are amending our Terms and Conditions of Sale as follows:

1. Tariff Adjustment Clause:

a. To be included in Section 9 of QA-338; Price and Payment:

“In the event of an increase in tariffs, taxes, or duties imposed by any government authority after the date of this agreement, the seller reserves the right to adjust the price of the goods or services accordingly. Any such adjustments will be communicated to the buyer with prior notice and will be based on the increased costs directly associated with the tariff change.”

2. Force Majeure

a. To be included in Section 24 of QA-338; Force Majeure:

“Neither party shall be held liable for any failure to perform due to events beyond their control, including but not limited to government-imposed tariffs, regulations, or trade restrictions that substantially impact the cost of goods or services.”

This will apply to all contracts signed after 5th February 2025 and the Tariff price adjustment will form a contractual price adjustment mechanism from that point forward until such time any increased Tariffs applied are revoked. We hope the need for increased Tariffs can be avoided through negotiation but feel clarity on our commercial position in the current uncertain situation is needed.

We sincerely appreciate your continued trust in our company.

With Appreciation,

Darrick Henry
Froude Director of Sales