1. Application of Conditions

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Contracts and orders are accepted upon and subject to the Condition of Sale printed herein. Unless expressly accepted in writing, and qualification of these conditions in any written or printed document of the Buyer shall be deemed to be unapplicable.

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2. All quotations are made on the following basis:-

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a. A valid quotation will only have been given when made in writing on the Seller's official form and signed by the Seller's authorised representative.

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b. The right is reserved by the Seller to correct stenographical and clerical errors in the Seller's quotation and/or offer to supply.

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c. Goods made to Buyer's written instruction .and/or official drawings containing stenographical or clerical errors and not amended by the Buyer in writing and acknowledged by the Seller in writing must be the complete responsibility of the Buyer.

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d. Where an order is received for a quantity different from that quoted for or where delivery is required in instalments smaller than those specified in the quotation, or where product specification given on the order are different to those stated in the quotation, prices may be subject to amendment,

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e. Quotations only indicate the current price and may be subject to alteration any time before completion of an order resulting from that quotation.

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f. Quotations shall only be available for acceptance for a maximum of 14 days from the date thereof but may be withdrawn by the Seller within such period without notice.

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g. All prices shown exclude U.K. Value Added Tax.

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3. Acceptance of Order

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No binding contract shall be deemed to have been effected by the acceptance on the part of the Buyer of a quotation or offer made by the Seller, until such contract shall have been confirmed in writing by the Seller's order acknowledgement when the Seller's Terms and Conditions printed thereon will apply. In the event of an order being placed by the Buyer with the Seller, the Buyer shall be deemed to have accepted the Seller's Condition of Sale unless notice in writing to the contrary is received by the Seller within 5 days from the date of the Seller's order acknowledgment.

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4. Price, Title and Risk

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a. Unless the contract provides expressly otherwise, the price payable by Buyers for each delivery shall be the Seller, s ruling price at the date of despatch.

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b. The risk in the Goods shall pass to the Buyer on completion of delivery.

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c. Title to the Goods shall not pass to the Buyer until the Seller has received payment in full (in cash or cleared funds) for the Goods.

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d. Until title to the Goods has passed to the Buyer, the Buyer shall.

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i. hold the Goods on a fiduciary basis as the Seller's bailee;

ii. store the Goods separately from all other goods held by the Buyer so that they remain readily identifiable as the Sellers property;

iii. not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;

iv. maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;

v. notify the Seller immediately if it becomes subject to any of the events listed in clause 25.

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5. Blanket Order

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An open or blanket order (i.e. a document setting out all details of an order except quantities and delivery requirement, which information is to be supplied by schedules from the Buyer) shall not be considered as authority to proceed with the preparations for manufacture or the manufacture of any components. Only the Delivery Schedule will provide the requested authority to proceed and schedules will be accepted under the Seller's Terms and Conditions. The Seller reserves the right to advise delivery according to the Seller, s manufacturing lead times applicable upon receipt of the Buyer's Schedule.

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6. Schedule Order

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A schedule order (i.e, an order for delivery spread over a defined period) shall constitute authority for manufacturing and shall define Buyer's ultimate liability. Scheduling shall permit completion of delivery of an order within 12 months from the date when the order was received, except by mutual agreement between the Buyer and the Seller on a longer or shorter period. The Buyer shall at all times be liable for current schedule total stocks, works in progress, special material and manufacturing tools.

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7. Specification

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a. Undefined Specification

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If manufacturing tolerances, materials or type of finish, are not clearly defined in any specification or drawing supplied by the Buyer, the Seller reserves the right to manufacture to the Seller's commercially accepted tolerance or finish or from the Seller, s commercially accepted material for the product concerned.

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b. Defined Specification

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Where detailed specifications are to be supplied by the Buyer, it must be in reasonable time to enable the Seller to complete deliveries in the period mutually agreed.

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c. Change of Specification

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The Buyer is liable for any costs involved in modifying tools and/or products and any losses incurred by the Seller as a result of amendments requested by the Buyer to the specification originally agreed.

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d. Indemnity

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The Buyer shall indemnify the Seller from and against all actions, claims, costs and proceedings which arise due to the manufacture of goods to the drawings and specifications provided by the Buyer where such drawings and specifications shall be at fault or where it is alleged that they involve an infringement of a Patent) Registered Design, Copyright or Design Copyright or other exclusive right.

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8. Quantity Tolerance

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The Seller shall have the right to supply 5% more or less than the exact quantity order. A Pro rata charge at the quoted price will be made to cover any such variation.

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9. Delivery and Forwarding Arrangements

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a. The Seller' s factory is in all places to be agreed place of delivery, whether or not the price includes any charges for carriage elsewhere. All dispatches to be consigned at the Buyer, s risk and the Seller shall not be liable for any consequential loss caused by damage or delay in transit for the Seller's factory, however arising.

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b. Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Seller shall not be liable for any delays in delivery of the Goods is caused by a Force Majeure Event or the Buyer's failure to provide the Seller with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

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c. The Seller may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each installment shall constitute a separate Contract. Any delay in delivery or defect in an installment shall not entitle the Buyer to cancel any other instalment,

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10. Loss or Damage in Transit

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a. No responsibility can be accepted for damaged material or short delivery where the carriers have been given a clean receipt.

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b. ~y. damage or short delivery must be notified to the Seller in writing within three days. In the case of short delivery of any items the notice to the Seller must specify the following»

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i. Number of packages of that item received and their total gross weight.

ii. Details of any damage to package.

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11. Claim for Non Delivery

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Any claim for non-delivery of goods much be made in writing within 14 days from the date of the advice note or other notifications of despatch.

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12. Defective Goods

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a. Goods will be made to the Buyer's specification subject to any variation agreed in writing. Goods found within 10 days of delivery date to be defective or not in accordance with specification will be replaced free of charge at the place of original delivery within a reasonable period or at the sole and absolute discretion of the Seller the invoice value of the goods will be refunded. If, by only if.

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i. The Seller is given written notification of the finding of the defect or suspicion of defect or deviation from specification

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ii. The Seller is given facilities for access to inspection investigation and testing of the suspect goods. Replacement of the goods or the refund of the invoiced value of goods shall constitute the limit of the Seller's responsibility and liability in respect thereof. This undertaking does not apply to, and no responsibility is accepted for goods which have suffered or been subject to undue wear and tear, accident misuse, improper application, neglect or overloading in which case· in no circumstances shall the Seller be liable for loss or damage of any kind directly or indirectly caused by or arising from goods supplied. No guarantee, warranty, condition, description or representation on the part of the Seller is given or implied by these conditions nor is any guarantee, warranty, condition; description or representation to be taken to have been given or implied from anything said in the negotiations between the parties or their representatives prior to an agreement,

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b. The Buyer agrees that the Buyer is dealing with the Seller in the normal course of the Buyer's business and further agrees that the Buyer has satisfied itself that any goods ordered from the Seller are of satisfactory quality and fit for its purpose.

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13. Modification and Rectification

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The Seller will accept no liability for the cost of modifying or rectifying any goods unless such modification/rectification and the costs thereof have been agreed in writing with the Seller beforehand.

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14. Deferment or Suspension of Deliveries by Seller

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a. Deliveries

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May be wholly or partially suspended by the Seller and the time of such suspension added to the original contract in the event of stoppage, delay or interruption of work in the establishment of the Seller during the delivery period as a result of strikes, lock-out trade disputes, breakdown or any cause whatsoever beyond the control of the Seller respectively.

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b. If the Buyer makes any default in payment or becomes subject to the bankruptcy laws or executes any assignments for the benefit of creditors or enters into voluntary or compulsory liquidation (except for the purposes of amalgamation or reconstruction) or becomes subject to receivership the Seller may at its option cancel any undelivered or uncomplicated portion or any order and stop any of the goods in transit and shall nonetheless be entitled to claim against the Buyer for any loss or damage sustained by non-completion of the contract.

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15. Payment Terms

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a. The first order received from the buyer will be on a proforma basis. Thereafter, strictly 30 days from the date of invoice following receipt of satisfactory credit check.

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b. If the Buyer fails to make any payment due to the Seller under the Contract by the due date for payment (due date), then the Buyer shall pay interest on the overdue amount at the rate of 4% per annual above HSBC Bank Plc base rate from time to time. Such interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. The Buyer shall pay the interest together with the overdue amount.

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16. Assignment

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a. The Seller may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.

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b. The Buyer may not assign, transfer, charge, subcontract or deal in any other manner with all or ally of its rights or obligations under the Contract without the prior written consent of the Seller.

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17. Severance

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a. If any court or competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.

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b. If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

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18. Waiver

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a. A waiver of any right or remedy under the Contract is only effective if given in writing by the Seller and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by the Seller to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, not shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right of remedy shall preclude or restrict the further exercise of that or any other right or remedy.

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19.Third Party Rights

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a. A person who is not a party to the Contract shall not have any rights under or in connection with it.

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20. Variation

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a. Except as set out in these Conditions, any variation to the Contract, including the introduction of any additional terms and conditions, shall only be binding when agreed in writing and signed by a director of the Seller.

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21. Governing law and jurisdiction

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a. The Contract, any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.

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22. IP

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a. The Seller shall not be liable for any third party intellectual property infringement in respect of the Goods Confidentiality

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23. Confidentiality

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a. Each party undertakes that it shall not at any time during this agreement, and for a period of five years after termination of this agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party.

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24. Force Majeure

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a. The Seller shall not be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. A Force Majeure Event means any event beyond the Seller's reasonable control, which· by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party's), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors.

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25.Buyers Insolvency or Incapacity

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a. If the Buyer becomes subject to any of the events listed in clause 25.b or the Seller reasonably believes that the Buyer is about to become subject to any of them and notifies the Buyer accordingly, then, without limiting any other right or remedy available to the Seller, the Seller may cancel or suspend all further deliveries under the Contract or under any other contract between the Buyer and the Seller without incurring any liability to the Buyer, and all outstanding stuns in respect of Goods delivered to the Buyer shall become immediately due.

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b. For the purposes of clause 25.a, the relevant events are:

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i. the Buyer suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due or admits inability to pay its debts, or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986, or (being a partnership) has any partner to whom any of the foregoing apply

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ii. the Buyer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where the Buyer is a company) where these events take place for the sole purpose of a scheme for a solvent amalgamation of the Buyer with one or more other companies or the solvent reconstruction of the Buyer;

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iii. (being a company) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Buyer, other than for the sole purpose of a scheme for a solvent amalgamation of the Buyer with one or more other companies or the solvent reconstruction of the Buyer;

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iv. (being an individual) the Buyer is the subject of a bankruptcy petition or order;

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v. a creditor or encumbrancer of the Buyer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;

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vi, (being a company) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Buyer;

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vii. (being a company) a floating charge holder over the Buyer's assets has become entitled to appoint or has appointed an administrative receiver;

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viii. a person becomes entitled to appoint a receiver over the Buyer's assets or a receiver is appointed over the Buyer's assets;

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ix. any event occurs, or proceeding is taken, with respect to the Buyer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 25.b.i to clause 25.b.viii (inclusive);

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x. the Buyer suspends, threatens to suspends, ceases or threatens to cease to carry on all or substantially the whole of its business;

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xi. the Buyer's financial position deteriorates to such an extent that in the Seller's opinion the Buyer's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; and

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xii. (being an individual) the Buyer dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation.

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c. Termination of the Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination. Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect