CONDITIONS OF SALE

1. GENERAL

All orders shall be executed on the understanding that placing of an order constitutes acceptance of these terms to the exclusion of all conditions of your order insofar except as the same are expressly accepted by us in writing. The term 'goods' shall, where the context so permits, include units, parts, accessories, repairs and services.

2. SCOPE OF CONTRACT

The reverse of Seller's Order Confirmation and Delivery Note contains the whole terms of contract between Seller and Buyer for the supply of the goods and/or services specified therein. All other terms, conditions, warranties, guarantees and representations however expressed or implied whether by law, custom, previous transactions or otherwise are hereby expressly excluded. Subsequent variations of the contract will be effective only if expressly agreed by Seller in writing.

3. PRICE

All prices are F.C.A. UK Port unless otherwise stated subject to correction on account of errors and omissions.

If Seller's quotation states that the price is firm for a specific period or if Seller's order confirmation states that the price is firm then the price shall be exempt from increase except when manufacture is delayed as a result of instructions or lack of instructions from Buyer, delay In the issue of import licence. Buyer's failure or inability to fulfill his obligations under the contract, any other act or inaction by Buyer, or any variations of the contract mutually agreed by the parties.

Otherwise Seller shall be entitled to vary the price of goods to take account of variations in wages, material or other costs after the date of Seller's quotation and the price so varied shall be invoiced to Buyer and paid as if it were the original price.

4. SAMPLES AND TESTING SUPPLIES
Seller may request Buyer to supply specifications, samples or testing supplies of the materials or products with which the Buyer intends to use the goods. If these are not received by Seller within the time or otherwise as specified, or upon receipt are not considered by Seller to be suitable for the goods In question. Seller has the option, without incurring responsibility for any loss or delay which may arise, either

a) to suspend manufacture and/or despatch of the goods until the specifications. samples or supplies are received and agreed to be suitable; or

b) to manufacture and despatch goods which in his opinion are suitable for Buyer's requirements and to require performance of the contract by Buyer. The same will apply where Seller has offered specifications or samples for Buyer's approval and Buyer's approval of the same or others which Seller considers to be suitable is not received by Seller within the time specified.
All samples or supplies for production tests (whether in Seller's works or on Buyer's premises) or for commissioning whether supplied by Buyer or Seller, shall be at Buyer's cost.

5. DESIGN AND MANUFACTURE

Except as expressly agreed goods shall be supplied in accordance with Seller's designs and specifications current at the time of commencement of manufacture, and with health, safety and other government regulations then current in the country of manufacture. Seller shall be entitled at his discretion to procure the manufacture of any goods or the supply of any services by sub-contractors.

It is the Buyer's responsibility to inform Seller of all requirements of Buyer or of the relevant regulations of the country of intended use before the contract is formed. If Buyer fails to do so he shall remain liable for the price and bear any costs or losses whether incurred in or resulting from attempts to adapt the goods or otherwise and Seller shall have no liability for the goods failing to comply with such requirements or regulations

6. INSPECTION AND TESTS

Buyer or Buyer's agent acceptable to Seller shall have the right to inspect goods at agreed times during manufacture or upon completion in Seller's works. If upon such inspection Buyer is of the opinion that any goods are not in accordance with the contract, he shall slate his objections and reasons promptly in writing.

Where the contract stipulates that acceptance of goods is subject to inspection or tests by Buyer, the goods shall be deemed to have been accepted by Buyer if he fails to attend the inspection or tests provided that Seller has given Buyer good and reasonable notice thereof.

Tests shall be Seller's normal tests and all costs of other tests required by Buyer shall be borne by Buyer.

7. ERECTION, STARTING UP OR COMMISSIONING

Where the order includes erection, starting up or commissioning Buyer shall afford Seller's engineers suitable access to and possession of the site and shall provide proper foundations ready to receive goods as and when delivered and suitable protection for the goods until completion. Unless otherwise stated, Buyer shall carry out all builders', masons', joiners', pipe fitters' and electricians' work. All fuel. Services and other facilities required for erection, starting and commissioning of goods shall be at Buyer's cost.

8. DELIVERY PERIOD

Unless otherwise specified, all dates or periods of time quoted for despatch shall be approximate and shall mean the end of the manufacturing period when the goods are expected to be ready for despatch or Buyer's tests at the place of manufacture. The delivery period shall be deemed to commence on the latest of the following dates, namely either when the Seller has received all information required to be given by Buyer confirms receipt of any necessary import licences or permits; or when the Buyer pays any monies due with order.

Seller shall be liable for delay in despatch only if it is expressly agreed in the contract that damages shall be so payable and in which event Seller's liability (whether for claims based upon negligence on the part of Seller or otherwise) shall be limited to the amount of damages (if any) stated in the contract. Provided that Seller shall in no event be Iiable, nor shall Buyer be entitled to terminate the contract, if despatch is delayed by alterations to the contract or specification of the goods, any other act or default on the part of Buyer or by strikes, fire, accident or any other circumstances beyond Seller's control.

9. PROPERTY AND RISK

(i) The expressions, Ex Works, F.C.A., C.I.F., etc. are to be deemed to have meanings respectively described in lncoterms 1990 as compiled and published by the International Chamber of Commerce

(ii) Buyer shall be responsible for instructing Seller expressly if he requires any duties or taxes payable outside Seller's country to be included in values declared for transit insurance.

(iii) Property in the goods shall pass to Buyer at the following times unless otherwise specifically stated:-

(a) Where Seller's price is given Ex Works, F.C.A., C.I.F., etc. property shall pass when Seller

(b) Where Seller's price is given freight or carriage paid to either the premises of Buyer or his
agent property shall pass upon arrival of the goods at such destination and when Seller has
received against documents such payment or accepted drafts as may be required by the
contract or failing such stipulation when documents are taken up by Buyer or his agent.

(c) Seller shall not, under any circumstances, be liable for any delays in transport of the goods
to Buyer or his agent after despatch of thegoods from their place of supply.

10. SELLERS LIABILITY

Seller's liability in connection with any contract or the supply of any goods (whether new or second-hand or reconditioned) is solely as stated in these conditions of sale. All other liability for loss or damage or for loss of profits or consequential loss or damage of any nature whatsoever is hereby expressly excluded but the Seller shall indemnify Buyer for injury to persons or damage to property of Buyer or third parties to the extent that the same is solely and directly attributable to negligence on Seller's part up to the amount recovered from Seller's insurers, with a maximum of £5,000,000.

11. BUYER'S LIABILITY AND DEFAULT

(i) Any tax of any nature payable or collectable by the Seller arising from the contract and imposed by any authority in the Buyer's country or the country of intended use of the goods shall be charged to or borne by the Buyer.

(ii) If Buyer fails to make any payment due under this contract or any other payment due to Seller, Seller shall be entitled to withhold despatch of goods and suspend all further work under the contract until such payments are made or secured to Seller's satisfaction.

(iii) If manufacture, despatch or transport of goods is delayed for such reason or as a result of any other act or omission or request by Buyer, he shall pay to Seller a proportion of contract price appropriate to the work done by Seller up to the date such payment is requested together with any expenses or additional costs incurred by Seller as a result of such delay. In the event of such delay continuing beyond a reasonable time, or if Buyer fails to take possession of the goods within a reasonable time, Seller may treat the contract as terminated and claim damages.

(iv) If the Buyer becomes insolvent or unable to pay any debts as they become due (whether to SeIler or third parties). Seller shall have the right to treat the contract as terminated, and any part of the price then unpaid, whether or not then due under the terms of contract, shall forthwith become due and payable. If the goods are then in the possession of Seller or any carrier or other bailee they shall be held by Seller or deemed to be held to his order and Seller may re-sell with good title any goods which are re-saleable (notwithstanding that title may have passed to Buyer) and claim damages as above.

12. TERMS OF PAYMENT

Terms of payment are subject to agreement in each case. If no other terms are stated in the contract, and unpaid balance shall be fully paid prior to despatch.

Where extended terms of payment are agreed interest shall be charged from the date of the bill of lading upon the diminishing balance outstanding from time to time.

Where any payment is not made on the due date, interest thereon at the rate of 2% per month may be demanded from such date as Seller may demand in writing.

All payments shall be made in the currency stated in the order confirmation at Sellers office or Seller's bank in the United Kingdom. All bank charges for the transfer of payments to the United Kingdom shall be for Buyers account.

13. GUARANTEE

Setter undertakes to supply a replacement of any part in which a defect in materials or workmanship appears within 12 months of despatch provided that the part is of Sellers own manufacture and the defect develops under proper and normal use and maintenance. In the case of other goods Seller shall pass on to the Buyer the benefits obtained under any guarantee given by Suppliers. In order to exercise the rights under this guarantee Buyer shall inform Seller immediately of any such defect and unless otherwise agreed return the defective parts carriage paid to Seller's works. The repaired or new part will be supplied to Buyer but not fitted free of charge.

These general conditions of sale shall operate in respect of new parts delivered in fulfilment of the above guarantee. The guarantee given above applies to any parts supplied in the course of repair work. No guarantee condition or warranty as to material or workmanship or guarantees as to performance express or implied attaches to second-hand and reconditioned goods sold by Seller, unless otherwise agreed in writing.

14. REPRESENTATION AND PERFORMANCE

All details, drawings and other descriptions issued and representations or opinions as to performance of goods relate to what Seller would expect to obtain upon test, but since the goods are employed in many trades and for many purposes under varying conditions of operation, Seller cannot accept liability for failure to obtain any stated performance unless expressly guaranteed in the order confirmation. Where such guarantees of performance is not fulfilled reasonable time and opportunity shall first be given to Seller to comply with the terms of the guarantee. If Seller fails to do Buyer may return the goods which fail to comply with the guarantee, but in the case of a plant consisting of several units, such right of return shall only extend to the unit which has proved defective. Seller shall repay so much of the price as Seller has received for the goods so returned (carriage paid at Buyer's risk) and Seller's liability shall be fully discharged by such repayment.

15. RETURN OF DRAWINGS

All drawings and specifications obtained by Buyer from Seller, his employees or agents at any time remain Seller's exclusive property. They may not without Sellers consent be utilised by Buyer, reproduced or communicated to a third party except for the purposes of implementing the contract in respect of which they are supplied. Except in the case of Seller's standard descriptive specifications, operating instructions. layout and foundation drawings, they are to be returned to Seller on completion of the contract or on request.

16. CONSTRUCTION AND PROPER LAW

The English text of the contract and these conditions shall prevail over any translation thereof and where any dispute arises as to the meaning of words they shall be given their normal English meaning.

The contract shall in all respects operate and be construed in accordance with English law. The contract shall be an English contract and shall be deemed to have been made in England and shall be subject exclusively to the jurisdiction of the English Court.