CONDITIONS OF SALE

1. APPLICATION

These conditions apply to all contracts for the sale of goods by the Company to any buyer ("the Customer") and prevail over and extinguish all terms and conditions of contract imposed or sought to be imposed by the Customer or implied by trade, custom, practice or course of dealing insofar as such terms and conditions are inconsistent therewith or addition thereto. Purported provisions to the contrary are hereby excluded. No alteration, exclusion or waiver of any of these conditions shall be effective or binding unless made in writing by a director of the Company.

2. QUOTATION AND CONTRACT

2.1 A quotation by the Company does not constitute an offer and may be revised or withdrawn at any time prior to the Company's acceptance of the Customer's order which shall constitute the offer.

2.2 The Customer's order whether verbal or written shall not be deemed to have been accepted by the Company until written acceptance has been issued by the Company. Accepted orders are binding and may not be amended without the Company's consent.

2.3 The Company's acceptance of the Customer's order shall be conditional upon approval of the Customer's credit. Where such approval has not been given cash must accompany the order.

3. PRICES

3.1 Prices payable for the goods shall be the amount shown on the Company's invoice.

3.2 The Company may at any time revise prices to take into account any increase in the Company's costs (including but not limited to the cost of raw materials, labour, transport or other overheads, any tax, duty or other levy and variation in exchange rates).

3.3 Unless otherwise specified VAT and any other tax or duties payable by the Customer shall be added to the price.

4. PAYMENT

Save as provided in Conditions 2.3 and 14 hereof:-

4.1 Payment of invoices shall be made in full without deductions or offset not later than the end of the month after the invoice date unless otherwise stated on the acceptance of the order. Time shall be of the essence in relation to the payment.

4.2 Any extension of credit to the Customer may be withdrawn or altered at any time.

4.3 Interest shall be payable at the option of the Company on overdue accounts at the annual rate of 4% above the Bank of England base rate to run from the due date for payment thereof until receipt by the Company of the full amount whether or not after judgement.

5. DELIVERY AND CARRIAGE

5.1 While reasonable efforts will be made to meet delivery dates mentioned in any quotation, acceptance of an order or elsewhere such dates are approximate only and not of contractual effect. In no circumstances shall the Company have any liability for failure to deliver on a particular date or dates.

5.2 Unless otherwise expressly agreed the Company may effect delivery in one or more instalments and where delivery is effected by instalments, each instalment shall be treated as a separate contract.

5.3 Delivery shall be at the Company's premises unless otherwise stipulated or agreed by the Company in writing. Where delivery is to be effected otherwise than at the Company's premises, a charge for delivery will be made.

5.4 If the Customer refuses or fails to take delivery of goods tendered in accordance with the contract, the Company shall be entitled to immediate payment in full for the goods so tendered. All storage and transit and incidental costs incurred by the Company as a result of such refusal or failure shall be for the Customer's account.

6. RISK

Risk in the goods shall pass to the Customer on delivery.

7. PACKING

Goods will be packed without additional charge at the discretion of the Company either in cartons or returnable cases. A charge in respect of the returnable cases will be invoiced unless returned to the Company carriage paid within one month of delivery of the goods to the Customer.

8. TITLE RESERVATION

8.1 Title of the goods shall not pass to the Customer until payment in full of the price thereof. Until such payment, the Customer shall have possession of the goods as bailee for the Company and shall ensure that the goods are stored in such a way as to enable them to be identified as the property of the Company. The Customer shall arrange for such goods to be fully insured in an amount not less than the price of the goods and for the Company's interest to be noted on the policy.

8.2 The Company reserves the right to repossess any goods in respect of which payment is overdue and thereafter to resell the same and for this purpose, the Customer hereby grants an irrevocable right and licence to the Company to enter upon all or any of its premises with or without vehicles during normal business hours. This right shall continue to subsist notwithstanding the termination of the contract for any reason and is without prejudice to the Company's other rights.

9. THIRD PARTY RIGHTS

9.1 The Customer shall indemnify the Company against any and all liabilities, claims and costs incurred by or made against the Company as a direct or indirect result of carrying out any work required to be done on or to the goods in accordance with the requirements or specifications of the Customer involving any infringement or alleged infringement of any rights of any third party.

9.2 The Company's liability to the Customer in the event of goods infringing or being alleged to infringe the rights of any third party shall be subject to the limits specified in

Condition 12 hereof. In the event that goods are or may be the subject of patent copyright, trademark or other third-party rights the Company shall be obliged to transfer to the Customer any such title as the Company may have.

10. SPECIFICATION

All drawings, designs, dimensions and specifications provided to the Customer are approximate only and intended merely to represent a general idea of the Goods described therein and the Company shall have no liability in respect of any deviation therefrom. The Company is continually seeking to improve upon the goods and therefore reserves the right without notice and without affecting the validity of or incurring liability under this contract to make such changes of detail in material and dimensions, specifications and design as it considers desirable. The Company accepts no responsibility for any errors, omissions or other defects in any drawings, designs or specifications and catalogues not prepared by the Company and the Company shall be indemnified by the Customer against any and all liabilities and expenses incurred by the Company arising therefrom.

11. FORCE MAJEURE

11.1 The Company shall not be liable to the Customer for any loss or damage which may be suffered by the Customer as a direct or indirect result of the supply of goods by the Company being prevented, hindered, delayed or rendered uneconomic by reason of circumstances or events beyond the Company's reasonable control including but not limited to Act of God, or riot, strike, lockout, trade dispute or labour disturbance, accident, breakdown of plant or machinery, fire, flood, storm, difficulty or increased expense in obtaining workmen, material or transport or other circumstances affecting the supply of the goods or of raw materials thereof by the Company's normal source of supply or the manufacturer of the goods by the Company's normal means or the delivery of the goods by the Company's normal route or means of delivery.

11.2 If a limited quantity of goods is available to the Company by reason of such circumstances or events the Company may apportion the available quantity between its Customers at its discretion.

12. LIABILITY AND WARRANTY

12.1 The Company shall not be liable to the Customer:-

[a] for shortages in quantity delivered unless the Customer notifies the Company of any claim for short delivery within 3 days of receipt of the goods.

[b] for damage to or loss of the goods or any part thereof in transit [where the goods are carried by the Company's own transport or by a carrier on behalf of the Company] unless the Customer shall notify the Company of any such claim within 3 days of receipt of the goods or receipt of the Company's advice of consignment whichever shall be the earlier.

[c] for defects in the goods caused by any act, neglect or default of the Customer or any third party.

[d] for other defects in the goods unless notified to the Company within 3 days of receipt of the goods by the Customer.

12.2 The Company must be advised by the Customer of the relevant invoice number and if applicable carrier label number before any claim can be considered.

12.3 The Company may at its option make good any shortage or non-delivery and/or as appropriate replace or repair any goods found to be damaged or defective.

12.4 The Company's aggregate liability to the Customer whether for negligence, breach of contract, misrepresentation or otherwise shall in no circumstances exceed the cost of the defective, damaged or undelivered goods determined by net price invoiced to the Customer in respect of any occurrence or series of occurrences.

12.5 Subject to the foregoing all conditions, warranties and representations expressed or implied by statute, common law or otherwise in relation to the goods are hereby excluded and the Company shall be under no liability to the Customer for any loss, damage or injury direct or indirect resulting from defective material, faulty workmanship or otherwise howsoever arising and whether or not caused by the negligence of the Company, its employees or agents SAVE THAT the Company shall accept liability for death or personal injury caused by the negligence of the Company.

13. RETURN OF GOODS

Providing the goods have been correctly supplied by the Company no goods may be returned for credit by the Customer unless:-

[a] the Company is informed in writing or by fax within 7 days of the Customer's receipt of the goods that the Customer wishes to return the goods for credit.

[b] The goods are returned to the Company within 14 days of the Customer's receipt of the goods.

[c] the cost of the return of the goods is borne by the Customer.

[d] the goods and their packaging are in good, sound and saleable condition on receipt by the Company.

[e] The Customer does not use the return of any goods as a reason for delaying payment of any invoice associated with the goods.

Providing the above conditions are met the Company will credit the goods at the original invoice prices less a handling charge to be applied at the Company's discretion.

14. EXPORT SALES

Notwithstanding the provisions of Conditions 4, 5, and 6 hereof:-

14.1 In any case where goods are sold CIF or FOB or on the basis of other international trade terms the meaning of such term contained in Incoterms [1980] as revised from time to time shall apply except where inconsistent with any of the provisions contained in these Conditions shall prevail.

14.2 Unless otherwise agreed the price of the goods shall be secured by an irrevocable letter of credit satisfactory to the Company established by the Customer in favour of the Company and confirmed by a United Kingdom bank, acceptable to the Company immediately upon receipt of the Company's acceptance of order. The letter of credit shall be for the contract price inclusive of any tax or duty payable by the Customer and shall be valid for at least 6 months or such longer period as shall have been estimated by the Company or as herein stipulated.

14.3 Should the Customer fail when requested by the Company and within the time limit specified by the Company to take any action necessary on its part for delivery and/or shipment of the goods then:-

[a] the Company shall be entitled by way of delivery to store the goods in a warehouse at the expense and risk of the Customer.

[b] the price shall become immediately payable.

[c] if payment is secured by a letter of credit the Company shall be entitled to payment on presentation of the copy sales invoice and warehouse receipt, and

[d] the Company shall be entitled after the expiration of 3 months from the date upon which the price became payable to dispose of the goods in such a manner as the Company may determine without accounting to the Customer therefor.

14.4 Section 32[2] of the Sale of Goods Act 1979 shall not apply. The Company shall not be required to give the Customer the notice specified in Section 32[3] of that Act.

15. INSOLVENCY AND DEFAULT

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 if [being a company] an order is made or a resolution is passed for the winding up of the Customer [otherwise than for the purposes of amalgamation or reconstruction] or if a receiver is appointed of any of the Customer's assets or undertakings or if circumstances arise which entitle the Court or a creditor to appoint a receiver or manager, or which entitle the Court to make a winding-up order, or if the Customer takes or suffers any similar or analogous action in consequence of debt or commits any breach of this or any other contract between the Company and the Customer the Company may without prejudice to any of its other rights stop any goods in transit and/or suspend further deliveries and/or determine the rights of the Buyer under Condition 8 hereof and/or by notice in writing to the Customer determine the contract.

16. GENERAL

16.1 Failure by the company to exercise or enforce any rights hereunder shall not be deemed to be a waiver of any such rights, nor operate so as to bar the exercise or enforcement at any time or times thereafter.

16.2 Any notice hereunder shall be deemed to have been duly given if sent first class post, telex or telegraph to the party concerned at its last known address. Notices sent first class post shall be deemed to have been given 4 days after despatch and notices sent by telex or telegraph shall be deemed to have been given on the date of despatch.

16.3 The contract shall in all respects be governed by and construed in accordance with the laws of England and the parties hereby submit to the jurisdiction of the English courts.

17. SUITABILITY OF GOODS

It shall be the responsibility of the Customer to ensure that the Goods shall be suitable for the particular application and for use under the particular conditions for which they are purchased. Product information and publicity material supplied by the Company or the Company's supplier which indicates the suitability of the Goods for particular applications is intended for general guidance only. Suitability may be dependent upon operating and other conditions over which the Company has no control.