GENERAL

1.01ALL GOODS ARE SOLD AND SERVICES SUPPLIED SUBJECT TO THE FOLLOWING TERMS AND CONDITIONS WHICH UNLESS AND TO THE EXTENT OTHERWISE EXPRESSLY AGREED IN WRITING BY OUR AUTHORISED REPRESENTATIVE SHALL PREVAIL TO THE EXCLUSION OF ALL TERMS AND CONDITIONS PUT FORWARD BY THE PURCHASER WHICH SHALL BE OF NO CONTRACTUAL EFFECT WHATSOEVER. The giving of any delivery instructions,
the acceptance of or payment for any products or any other act or conduct by the purchaser after receipt of this document which is consistent with the purchaser’s confirmation of the relevant transaction shall constitute unqualified acceptance by the purchaser of the terms and conditions as specified herein.

1.0.2UNLESS PREVIOUSLY AGREED IN WRITING BY OUR AUTHORISED REPRESENTATIVE NO VERBAL, WRITTEN OR OTHER ADDITIONAL HERETO OR VARIATION OR WAIVER HEREOF SHALL BE EFFECTIVE.

VALADILITY

2.0.1Quotations and offers are open for acceptance within 30 days from the date thereof
after which we reserve the right to withdraw the offer or vary any of its terms at any
time prior to acceptance.

PRICE

3.0.1Prices are exclusive of Value Added Tax and are based on raw materials
labour and transport costs current at the date of contract and if, before delivery of all
of the goods and services there occurs any increase in any way of such costs. WESHALL BE ENTITLED TO INCREASE THE PRICE PAYABLE, IN RESPECT OFGOODS AND SERVICES WHICH HAVE NOT BEEN DELIVERED, TO TAKE
ACCOUNT OF SUCH VARIATIONS.

PASSING OF PRIORITY

4.0.1The property in the goods shall remain in us until payment of the total price thereof.

4.0.2If payment of the total price is not made on the due date, we may require
the goods to be returned to us and if this requirement is not immediately complied with,
WE SHALL HAVE THE RIGHT (WITHOUT PRIOR NOTICE) AT ANY TIME TO
RETAKE POSSESSION OF THE WHOLE OR ANY PART OF THE GOODS (and for that purpose to go upon any premises occupied by the purchaser and sever the goods from anything they are attached to without being responsible for any damage caused) without prejudice to any of our other remedies.

TRANSFER OF RISK AND INSURANCE

5.0.1The risk in the goods shall pass to the purchaser as follows:–

5.0.2Where goods are to be delivered by us or our carrier to an address in the
United Kingdom designated for delivery thereof by the purchaser, the
risk will pass when the goods have been so delivered.
5.0.3Where goods are to be collected by the purchaser, the risk will pass when
the goods have been loaded on to the transport of the purchaser or his
carrier or, if the purchaser fails to collect the goods within a period of
fourteen days after we have given the purchaser written notice that the
goods are ready for delivery and collection, risk will pass at the expiry
of such period.

ACCEPTANCE OF ORDER

6.0.1The purchaser’s order must be accompanied by all information necessary
to enable us to proceed with the execution thereof.

INSTALLMENTS OF PARTS DELIVERIES

7.0.1In the case of a contract for delivery of goods or services by instalments
EVERY INSTALMENT SHALL BE DEEMED TO BE THE SUBJECT MATTER
OF A SEPARATE CONTRACT, and unless otherwise agreed in writing by
our authorised representative, failure in delivery of any one or more of
the said instalments shall not, subject to the other provisions of these
Conditions, entitle the purchaser to treat such failure as a repudiation
of the whole contract.
7.0.2Where an order is in respect of a number of goods or services (whether the same or different) we reserve the right to deliver all or any reasonable
number thereof as soon as they are completed at our works or (where
the goods are to be collected by the purchaser) we shall notify the
purchaser that all or any reasonable number of the goods are ready for
collection, and the purchaser shall accept such deliveries or make such
collections and honour all demands for payment in respect thereof in accordance with the terms of payment set out herein.

DAMAGE OR LOSS IN TRANSIT AND DELIVERY

8.0.1Where the transport of goods to be delivered to the purchaser is to be effected by us or our carrier THE GOODS MUST BE EXAMINED BY THE PURCHASER ON RECEIPT AND THE PURCHASER MUST NOTIFY US PROMPTLY
IF SUCH GOODS ARE RECEIVED IN A DAMAGED CONDITION OR THEY ARE
NOT RECEIVED ON THE DUE DATE FOR DELIVERY THEREOF THE PURCHASER
WILL INDEMNIFY US against any loss suffered by us as a result of any such notification
being received too late to enable us to claim against carriers or insurers in respect
thereof within the time limits applicable thereto. A signature on receipt of the goods to
the effect that the goods have not been examined shall not relieve the purchaser
of his liability under this condition.

8.0.2The seller and/or carrier will not be liable to the purchaser or any third party for any loss
or damage caused or incurred during the unloading or siting of the goods.

8.0.3The seller will however upon request provide such information as he is able to assist
with the process of unloading and siting of the goods.

ACCEPTANCE OF GOODS

9.0.1Unless within 10 days from date of receipt (or such longer period as agreed
in writing by our authorised representative) we are notified to the contrary
goods shall be deemed to be in all respects in accordance with the order
made by the purchaser and the purchaser shall be bound to accept and
pay for the same accordingly.
9.0.2If the purchaser gives notice under these conditions to the seller that he
rejects the goods and such rejection shall afterwards become ineffectual
by reason of the purchaser dealing with the goods as owner or by reason
of any other conduct on the part of the purchaser inconsistent with such
rejection the purchaser shall be bound to pay the purchase money
therefore in full and shall have no claim to damages or compensation by
reason of any disconformity of the goods with the order.
This condition shall not entitle the purchaser to delay

9.0.3This condition shall not entitle the purchaser to delay payment of any
sums payable pursuant to condition 10 hereunder.

TERMS OF PAYMENT

10.0.1The terms of payment (unless otherwise agreed in writing by our authorised
representative) are:–
(a) Ten per centum (10%) of the total purchase price to be paid at the
time the order for the goods and services is made.
(b) the balance of the total purchase price to be paid on or within 7 days
of the date of delivery of the goods.
(c) where services are provided under any contract payment of the
balance of that part of the total purchase price relating to services only
will be paid within 7 days of any written demand therefore by the seller.

10.0.2If the purchaser fails to make payment for any goods supplied or services
given to him on the due date therefore as above provided, without prejudice
to any other right we may have, we shall be entitled to charge in addition
to any moneys due hereunder interest on any amount so outstanding at the rate (as
well after as before any judgement) of 3 per cent per month for the time being
calculated on a daily basis on the outstanding balance from the due date for payment
down to receipt by us of payment.
10.0.3Default by the purchaser in making any payment on the due date therefore
will also entitle us to refuse to make delivery of any further goods and
provision of any further services (whether ordered under the same contract
as that under which the default was made or not) without thereby incurring
any liability whatsoever to the purchaser.

10.0.4No deduction shall be made by the purchaser in respect of any set-off or counter-claim howsoever arising.

DELIVERY

11.0.1Unless products are to be delivered by us or our carrier in accordance
with the instructions of the purchaser delivery shall mean delivery ex-works.

11.0.2Unless otherwise specifically agreed in writing with the purchaser by our authorised
representative we are under no liability whatsoever to the purchaser for failure to meet
any scheduled delivery or date or (in the case of services) any scheduled completion date.
11.0.3 Where no date has been specified for delivery of any goods the purchaser shall give
us all the necessary instructions and authorities and generally make all necessary
agreements so that delivery may take place within 14 days after we have notified the
purchaser that goods are ready for delivery.

11.0.4 Without prejudice to any other rights which may have in respect thereof if the
purchaser refuses or neglects to take delivery of any of the goods on the date
specified therefore or when no date has been specified for deliver of without fault on
our part delivery has not been made within 14 days after a notification to the purchaser
under conditions 7.02 or 11.03 above the purchaser shall pay our reasonable
charges for storage of the goods in question.

11.0.5The purchaser must provide and be responsible for and at its own
expense all plant equipment fuel and labour to enable the goods to be
unloaded and sited.

11.0.6When the goods require installation by the seller the purchaser must provide at

its own expense all necessary fuels to test the goods upon completion of the installation

and all necessary facilities to enable the contract to be completed.

CANCELLATION AND INSOLVENCY

12.0.1If there is any default or breach of any of the purchaser’s obligations here
under or if any distress, execution or other legal process shall be levied
upon or issued out against the purchaser’s property or if the purchaser
shall make or offer to make any arrangement or compositions with its
creditors or commit any act of bankruptcy or if any petition or receiving
order shall be presented or made against the purchaser of any resolution
or petition to wind up the purchaser shall be passed or presented or if
a receiver of all or any of the purchaser’s assets shall be appointed then
(without prejudice to any other remedies we might have) in each and
every such case WE SHALL HAVE THE RIGHT AT ANY TIME TO SUSPEND
OR DETERMINE THE CONTRACT OR ANY UNFULFILLED PART THEREOF
AND TO CANCEL ANY OUTSTANDING DELIVERY AND TO STOP ANY
PRODUCTS IN TRANSIT AND NOTWITHSTANDING ANY OTHER PROVISIONS
PAYMENT IN RESPECT OF ANY DELIVERY ALREADY MADE SHALL BE
IMMEDIATELY DUE.

12.0.2The purchaser shall not cancel an order which has been accepted by us without the
written agreement of our authorised representative and if such agreement is given the
purchaser shall pay us such a sum as we shall consider reasonable in respect of work
done and materials supplied or ordered.

FORCE MAJEURE

13.0.1All reasonable efforts will be made to carry out any contract to which
these conditions apply but if we are prevented (directly of indirectly)
from making delivery of goods or performing or completing any of
our obligations hereunder by reason of acts of Gods, war, strikes,
trade or other disputes, or other industrial actions, fires, droughts, floods,
explosions, breakdowns, interruption of transport, refusal of
licence, Government or administrative action, delays in delivery to us or increase
in the price of any goods or materials any statute regulation
order requisition recommendation or directive of any Government agency or
other authority or any other body of competent judicial authority
or any other cause whatsoever (whether or not of the like nature to those
specified above) which shall reasonably be considered to be outside our
control we shall be under no liability whatsoever to the purchaser
and shall be entitled at our option (to be notified to the purchaser in
writing by our authorised representative) either to cancel the contract
(whereupon we shall be relieved of all liabilities hereunder) or to extend the time
of its performance by a period equivalent to that during which
performance by us has been prevented by the circumstances herein before
referred to.

WARRANTY

14.0.1Except in those cases where the absolute prohibitions against exclusion
or restriction of liability contained in Sections 2(1) 6(1) and 6(2) of the
Unfair Contract Terms Acts 1977 apply WE SHALL NOT BE UNDER ANY
LIABILITY WHATSOEVER HOWSOEVER ARISING (INCLUDING WITHOUT
PREJUDICE TO THE GENERALITY OF THE FOREGOING LIABILITY
WHETHER FOUNDED IN COMMON LAW OR STATUTE ARISING FROM OUR
NEGLIGENCE OR THAT OF ANY PERSON FOR WHOM WE ARE VICARIOUSLY
LIABLE) IN RESPECT OF OR IN RESPECT OF OR IN CONNECTION WITH –
(a) any defect in the products which should reasonably have been
discovered by the purchaser on inspection or test prior to acceptance
(b) any loss or injury or damage including without prejudice to the
generality of the foregoing any loss of profit or other consequential
loss of any description in connection with the products or any work done
in connection therewith.
14.0.2The PURCHASER is advised to obtain appropriate insurance cover to
protect himself against such risks in 14.01 above for which our liability
is excluded.

14.0.3Should the PURCHASER wish us to assume a greater liability in respect
of the goods we will be pleased to discuss the terms (including payment)
upon which such greater liability will be assumed but STRICTLY ON THE
BASIS THAT GREATER LIABILITY SHALL BE AGREED IN WRITING
WITH OUR AUTHORISED REPRESENTATIVE before the contract in respect
of the products is entered into.
14.0.4NOTHING IN THIS CONDITION AFFECTS OR WILL AFFECT THE STATUTORY
RIGHTS OF A CONSUMER PURSUANT TO A CONSUMER TRANSACTION
(all as defined in the Consumer Transactions (Restrictions on Statements)
Order 1976).

14.0.5The goods are sold subject to and with the benefit of any guarantee or
warranty given by the manufacturers thereof.

SUITABILITY
15.01The purchaser assumes responsibility that goods stipulated by him are
sufficient and suitable for his purposes and (save in so far as specific
mention thereof is made in any quotation of offer) the purchaser shall
not rely upon our skill and judgement as to whether the goods are fit
for any particular purpose or as to the manner in which the products
shall be used, irrespective of any advice which may have been given by
us our servants or agents in good faith.

PERFORMANCE AND DRAWINGS ETC.

16.0.1All specifications illustrations drawings particulars dimensions and performance
and other criteria are intended merely to present a general idea of the
goods described and unless otherwise specifically agreed in writing by
our authorised representative do not constitute a warranty or representation
that any goods purchased will conform with any such specifications illustrations
drawings particulars dimensions or criteria.

INTELLECTUAL PROPERTY

17.0.1Unless otherwise agreed in writing with our authorised representatives
we shall retain the exclusive property and reserve the copyright in all
documents supplied or produced to the purchaser in connection with
any contract or tender and it shall be a condition of such supply or
production that the contents of such documents or any part thereof
shall not be communicated either directly or indirectly to any other
person, firm or company without our prior written consent.

17.0.2When the purchaser has supplied any specifications design information
equipment or instruction THE PURCHASER AGREES TO INDEMNIFY US
against all demands claims damages charges liabilities costs and
expenses which may be incurred or sustained by us by reason of or
arising directly or indirectly out of any third party claims or rights or
otherwise howsoever in respect of any products manufactured or services
supplied in accordance therewith and whether relating to the infringements
or the alleged infringement of a patent copyright registered design or other
protected industrial right or property or otherwise howsoever.

17.0.3The property in the design of the goods covered by the contract to which
these Conditions apply shall (subject to any existing rights of any third party
in any design or invention incorporated or used in the design of the products) remain exclusively our property and neither the purchaser nor any agent sub-contractor or other person authorised by the purchaser nor any other person firm or company shall at any time make use of the design or any part thereof.

NOTICES

18.0.1Any notice required or authorised to be given hereunder must be given in
writing and may be given either personally or by post addressed to such
other party at its address furnished to the other and shall be deemed to
have been served 48 hours after the same is posted and proof that the
envelope containing the notice was properly addressed and sent by prepaid
post shall be sufficient evidence of service.

LEGAL CONSTRUCTION

19.0.1The contract shall in all respects be construed and operate as an English contract
and in conformity with English law and unless otherwise agreed in writing
products shall not be required to comply with the provisions of any
other law. The purchaser agrees to submit to the non-exclusive jurisdiction of the English Court.

19.0.2“Purchaser” means the persons, firm or company by whom or on whose behalf the
order is made.
“Goods” means the articles or things or any of them described in the Order.
“Order” means the order placed by the Purchaser for the supply of goods and/or
services.
“Delivery” shall be deemed to have taken place once the purchaser has commenced
the operation of unloading the goods at the premises to which the purchaser has requested the same to be delivered.

19.0.3In these conditions unless the context otherwise requires the masculine shall
include the feminine and the singular shall include the plural and where more that one
person is included in the expression “the Purchaser” the agreement expressed to be
made by the Purchaser shall be deemed to be made by such persons jointly and
severally.