(a) The Company’s quotations are not binding on the Company and a contract (“the Contract”) will only come into being upon acceptance by the Company of the Customer’s order and the following conditions shall be deemed to be incorporated therein.

(b) The Contract will be subject to these conditions. All terms and conditions appearing or referred to in the Customer’s order or otherwise stipulated by the Customer shall have no effect. Any variation of the Contract must be confirmed in writing by the Company.

(c) Where goods are to be supplied from stock, such supply is subject to the availability of stocks at the date of delivery.

PRICES

(a) Where the goods are sold by reference to the Company’s published price list the price payable for the goods shall be the ruling price as published in the price list current at the date of despatch of the goods from the Company’s works or such other price as may be notified by the Company from time to time.

(b) There shall be added to the price for the goods any value added tax and any other tax or duty relating to the sale of the goods (whether initially charged on or payable by the Company to the Customer).

(c) Payment shall be made in pounds Sterling.

TERMS OF PAYMENT

Prices are quoted net and are in Sterling unless otherwise agreed. Subject to credit being approved and unless otherwise expressly agreed accounts are due for payment not later than the end of the month following the month of invoice; otherwise payment must be received by the Company before delivery. When deliveries are spread over a period each consignment will be invoiced as dispatched and each month’s invoices will be treated as a separate account and be payable accordingly.

Failure to pay for any goods or for a any delivery or instalment shall entitle the Company to suspend further deliveries both on the same order and on any other order from the Customer without prejudice to any other right the Company may have. The Company also reserves the right to charge interest on overdue accounts at the rate of 2% per month. The Company reserves the right where genuine doubts arise as to a Customer’s financial position or in the case of failure to pay for any goods or any delivery or instalment as aforesaid to suspend delivery of any order or any part or instalment without liability until payment or satisfactory security for payment has been provided.

TITLE OF GOODS

(a) Legal and beneficial ownership of goods shall remain with the Company until payment in full has been received by the Company:

(i) for those goods

(ii) for any other goods supplied by the Company (iii) of any other monies due from the Customer to the Company on any account.

(b) Until property in the goods passes to the Customer under paragraph (a) above, the Customer shall:

(i) be bailee of the goods

(ii) keep the goods separately and readily identifiable as the property of the Company

(c) (i) Notwithstanding paragraph (a) above the Customer may (as between it and its customer only) as principal in the ordinary course of its business sell the goods by bona fide sale at full market value or in the ordinary course of its business use the goods.

(ii) Goods shall be deemed sold or used in the order delivered to the Customer.

(iii) Any resale by the Customer of goods in which property has not passed to the Customer shall (as between the Company and the Customer) be made by the Customer as agent for the

Company.

(d) (i) If goods in which property has not passed to the Customer are mixed with or incorporated into other goods the property in those other goods shall be held on trust by the Customer for the Company to the extent of the sums recoverable by the Company under paragraph (a) above.(ii) The proceeds of sale of any goods and any other goods referred to in paragraph (d)(i) above shall be held by the Customer in trust for the Company to the extent of all sums recoverable by the company under paragraph (a) above.

(iii) The Customer shall keep any proceeds of sale as referred to in paragraph (d)(ii) above in a separate account and the Company shall have the right to trace such proceeds (according to the principles in re Halletts estate (1880) 13 Ch D696)

(iv) Upon accounting to the Company for the entire proceeds of sales made under paragraphs (c)(iii) and (d)(i) above, the Customer will pay to the Company a commission equivalent to the difference between the sums owed to the Company and the value of such proceeds.

(e) The Customer assigns to the Company all rights and claims the Customer may have against its own customers and others in respect of goods specified in paragraphs (c)(iii) and (d)(i) above.

(f) At any time prior to property in goods passing to the Customer (whether or not any payment to the Company is then Overdue or the Customer is otherwise in breach of any obligation to the Company) the Company may without prejudice to any other of its rights:

(i) retake possession of all or any part of the goods and enter any premises for that purpose (or authorise others to do so) which the Customer hereby authorises

(ii) require delivery up to it of all or any part of the goods

(iii) terminate the Customer’s authority to resell or use the goods forthwith by written notice to the Customer which authority shall automatically terminate (without notice) upon any insolvency of the Customer or it going into liquidation (as defined in the Insolvency Act 1986) or it having a receiver or administrative receiver appointed or calling a meeting of its creditors or any execution or distress being levied on goods in its possession.

(g) The Company may at any time appropriate sums received from the Customer as it thinks fit notwithstanding any purported appropriation of the Customer.

(h) Each paragraph and sub-paragraph of this clause is separate, severable and distinct.

WARRANTY: LIMIT OF RESPONSIBILITY

The Company warrants that it will so far as it is able so to do give the Customer the benefit of any express guarantee or warranty by the manufacturer of the goods and of any other rights which the Company has against the manufacturer. The Customer’s remedies in respect of any claim that the goods are defective or not in accordance with the Contract or any express description or representation or in respect of any condition or warranty implied by law or any other claim in respect of the goods or any workmanship in relation thereto (whether or not involving negligence on the part of the Company) shall in all cases be limited to enforcement of the above mentioned liabilities of the manufacturer and the Company shall not in any circumstances be liable for damages compensation costs expenses losses or other liabilities whether direct or consequential and any other remedy which would otherwise be available in law is hereby excluded except to the extent that such exclusion is prohibited by any rule of law. A claim in respect of any defect or failure to comply with the specification or in respect of any delivery or instalment of any order or any part thereof shall not entitle the Customer to cancel or refuse delivery of or payment for any other order, delivery of instalment or any part of the same order, delivery or instalment.

DELIVERY AND COMPLETION DATES

(a) The delivery dates specified in the Contract are approximate only and, unless otherwise expressly stated, time is not of the essence for delivery. The Company will not be liable in any circumstances for the consequences of any delay in delivery or failure to deliver.

(b) No delay shall entitle the Customer to reject any delivery or any further instalment or part of the order or any other order from the Customer or to repudiate the Contract or the order.

DAMAGE, SHORTAGE OR LOSS IN TRANSIT

(a) Where the Contract provides for delivery to the Customer’s site, risk will pass at the point of delivery to the Customer’s site and the Company will entertain a claim by the Customer in respect of loss or damage in transit only if the Customer:

(i) gives written notice to the Company within 21 days of non-delivery or within 7 days of the delivery of the goods in any other case, and

(ii) where the goods are transported by an independent freight carrier, complies in all respects with the freight carrier’s conditions or carriage for notifying claims for loss or damage in transit.

(b) Where the Customer collects the goods the risk in the goods passes on despatch from the Company’s works.

DELAYED ACCEPTANCE

If for any reason the Customer is unable to accept delivery of the goods when the goods are due and ready for delivery the Company may arrange storage of the goods at the Customer’s risk and the Customer shall be liable to the Company for the reasonable costs (including insurance) of such storage. Further, where the Customer refuses to accept delivery of goods which have been transported to it, the Customer will be libel to the Company for all additional transport costs incurred. These provisions are without prejudice to any other right which the Company may have in respect of the Customer’s failure to take delivery of the goods or pay for them in accordance with the Contract.

TERMINATION

If the Customer enters into a deed of arrangement or commits an act of bankruptcy or compounds with his creditors or if a receiving order is made against him or (being a company) it shall pass a resolution or the Court shall make an order that the Customer shall be wound up (otherwise than for the purposes of amalgamation or reconstruction) or if a receiver (including an administrative receiver) shall arise which entitle the Court or a creditor to appoint a receiver (including an administrative receiver) or a manager or which entitle the Court to make a winding up order or if the Customer takes or suffers any similar action in consequence of debt or if the financial responsibility of the Customer shall, in the opinion of the Company become impaired or if the Customer shall commit any breach of any part of the Contract the Company may without prejudice to its rights and remedies hereunder stop all goods in transit and suspend further deliveries and by notice in writing to the Customer may forthwith determine the Contract.

PATENTS

The Customer shall indemnify the Company against all actions, Costs (including the cost of defending any legal proceedings) claims proceedings, accounts and damages in respect of any infringement or alleged infringement of any patent, registered design, unregistered design, design right, copyright, trademark or other industrial or intellectual property rights resulting from compliance by the Company with the Customer’s instructions, whether, express or implied.

The Customer agrees upon demand to indemnify the Company against all losses, damages, injury, costs and expenses of whatever nature suffered by the Company to the extent that the same are caused by related to the improper incorporation, assembly, use, processing, storage or handling of goods by the Customer.

PACKING

(a) Unless otherwise specified, packing cases and packing materials will be charged extra, but where stated to be returnable, will be credited in full on return to the Company’s works carriage paid in good condition, within one month or receipt by the Customer.

(b) The Company uses all reasonable endeavours to ensure, where necessary, suitability of packing before despatch, but no claim will be accepted by the Company for breakage or damage on the ground of alleged unsuitability of packing.

SUB-CONTRACTING

The Company shall be entitled to sub-contract any work relating to the contract without obtaining the consent of, or giving notice to, the Customer.

APPLICABLE LAW

The Contract shall in all respects be governed by and construed in accordance with English Law and the Customer hereby submits to the non-exclusive jurisdiction of the English Courts.