Terms and Conditions

DAMPER TECHNOLOGY LIMITED STANDARD CONDITIONS OF CONTRACT FOR SALE OF GOODS & SERVICES

1. GENERAL The following terms and conditions (“Conditions”) apply to all contracts entered into by Damper Technology Limited for the sale of goods and/or the provision of Services and all other conditions representation and documents including any proposed by the Buyer as well as any variation purported to be made to these Conditions shall be excluded save as expressly agreed in writing by the Seller.

2. DEFINITIONS In these Conditions:- “Seller” shall mean Damper Technology Limited. “Buyer”shall mean the person, firm, company or body to whom the Seller agrees to sell Goods to or to provide Services to in accordance with these Conditions. “Goods” shall mean the parts, goods, materials or equipment specified or referred to in the Order Acceptance. “Services” shall mean any work or service specified or referred to in the Order Acceptance other than the supply of Goods. “Contract” shall mean any Contract concluded between the Buyer and Seller subject to and in accordance with these Conditions. “Order Acceptance” shall mean the Seller’s written acceptance and confirmation of the terms upon which Goods are to be sold or Services provided under any Contract.

3. CONTRACT FORMATION All quotations or variations submitted by the Seller shall constitute invitations to treat and acceptance of any such quotation or variation by the placing of any order by the Buyer shall constitute the Buyer’s offer to purchase Goods or Services on the terms contained therein subject to and in accordance with these Conditions of which the Buyer shall be deemed to have notice. A legally binding Contract shall only be created on issue by the Seller of its Order Acceptance.

4. VALIDITY Subject to the Seller’s right to withdraw a quotation at any time all quotations will remain valid for the period of 30 days from the date thereof unless an alternative period of validity is specifically stated therein. At the end of the said period validity is subject to the Seller’s written confirmation.

5. PRICE The price for the Goods and/or Services (“the Price”) shall be specified or referred to in the Seller’s quotation and “subject to Clause 3 above) confirmed in the Order Acceptance. In the event of any increase in the cost to the Seller of supplying the Goods or Services arising as a result of any variation or delay requested or caused by the Buyer or by reason of any of the matters referred to in Clause 10 (Force Majeure) the Seller shall be at liberty by written notice to the Buyer to increase the price by a reasonable amount and to charge such increase to the Buyer. All costs, expenses and other amounts (including interest) which the Seller may be entitled to recover under or pursuant to the Contract shall be recoverable by the Seller as part of the price. The Buyer shall not be entitled to reject the Goods or Services in whole or part by virtue of any slight variation in the same provided that the Seller can substantially perform the Contract in accordance with the Order Acceptance.

6. PERFORMANCE The Seller shall supply the Goods or Services in accordance with the particulars specified or referred in the Order Acceptance save in respect of non-material variations becoming necessary following formation of the Contract. Where any variation in the Goods or Service is requested by the Buyer for any reason, the Seller shall where practicable use its best endeavours to supply the Goods or Services in varied form as requested by the Buyer. The price increase provisions contained in Clause 5 shall apply to variations under this Clause.

7. DRAWINGS & SPECIFICATIONS All descriptions, specifications, drawings and particulars of weights and dimensions submitted with the Seller’s quotation (collectively referred to as “the Quotation Particulars”) are approximate only and such material as is contained in the Seller’s catalogues and other advertising matter is intended merely to illustrate the Goods described therein and will not form part of the Contract. The Seller reserves the right to make such reasonable changes as it considers to be necessary to the Quotation Particulars either before or during the course of the Contract provided that the Seller shall not thereby render the Goods or Services unsuitable for the purpose for which they are intended.

8. COMPLETION DATES 8.1 In the event of either the Seller:- 8.1.1 being delayed in or prevented from making delivery or completing the Contract owing to any circumstances falling within Clause 11 (Force Majeure); or 8.1.2 non-delivery by the Seller’s suppliers the Seller shall be entitled to such period as is reasonable in all the circumstances to complete the Contract and shall in any event be at liberty to cancel or suspend the Contract without incurring any liability for any loss or damage resulting therefrom.

9. INSTALLATION 9.1 This clause applies where the Seller agrees to install Goods on behalf of the Buyer and in accordance with the Buyer’s instructions. 9.2 The Seller shall in any event only accept instructions to install the Goods where the Buyer specifies the means of such installation and the Seller accepts no liability whatsoever in respect of the adequacy or suitability of such means. 9.3 The Buyer undertakes to obtain all necessary consents licences (including insurances) as required in connection with the installation of Goods. 9.4 The Buyer shall ensure that the ground and/or bases and/or other means of support for the Goods to be installed are in all respects in a suitable state of repair and condition for the safe installation of the Goods in accordance with good practice and any specific requirements notified by the Seller to the Buyer and that all necessary consents and permissions and any other requirements of a statutory nature in respect of the Goods and their installation have been obtained and complied with. 9.5 The Buyer further undertakes to ensure that operations mains services, including electricity, are available at the installation site, and that the Seller has the use of a crane and such other hand tools as are reasonably likely to be required for the installation and the assistance of suitably qualified personnel of the Buyer in connection with the installation of the Goods. 9.6 Without prejudice to any other rights the Buyer may have arising under any conditions herein contained the Buyer shall fully and effectually indemnify the Seller in respect of any loss claim liability and expense incurred by the Seller due to any failure or delay of the Buyer to fulfil its obligations under this Clause 9.

10. DELIVERY & RISK 10.1 Delivery of the Goods shall be made to the Buyer in such manner and at the place agreed between the parties. The risk in all Goods shall pass to the Buyer as soon as the Goods are loaded onto transport for delivery (unless the Seller has agreed to undertake transportation when risk shall pass as soon as the Goods are unloaded). Goods purchased for export purposes will normally be delivered by the Seller FOB UK Port. Notwithstanding delivery of the Goods title to the Goods shall not pass to the Buyer except as provided in Clause 13 hereof. 10.2 The Seller will normally notify the Buyer in writing that the Goods are ready for delivery 7 days in advance of delivery. Where the Buyer fails to confirm the date of delivery within that period or requests that the date of delivery be delayed the Seller shall be at liberty to arrange for storage of the Goods at the Buyer’s sole risk and expense. Delivery into storage shall be deemed for all purposes delivery to the Buyer and risk in the Goods shall pass to the Buyer accordingly. 10.3 The Seller shall endeavour to deliver the Goods or perform the Services by or within any date or period stipulated or referred to in the Order Acceptance. Any such date or period shall be approximate only however and the Seller will not be liable for whatever reason for any damage, loss cost or expense arising from any departure from the said date or period. 10.4 Where the Contract provides for the supply of two or more items of Goods then each supply shall be treated as distinct from other supplies and no defect, default or delay in or omission from any one supply shall give rise to any right on the part of the Buyer to reject or refuse to accept any other supply provided that this Clause will not affect any right of the Seller over the Goods or any part thereof prior to supply.

11. FORCE MAJEURE In the event of war invasion act of foreign enemy, hostilities (whether war has been declared or not) civil war, rebellion, revolution or military or usurped power the Seller shall be relieved of all liabilities incurred under the Contract wherever and the extent to which the fulfilment of such obligation is affected, prevented frustrated or impeded or delayed as a consequence of any such event or by statutes, rules, regulations orders or requisitions issued by any Government Department Council or other duly constituted authority, including the imposition of restrictions of quotas or levies on the exportation or importation of the Goods or from strikes, lockouts labour disputes breakdown, natural catastrophe, fire or accident to the plant of the Seller, or of a relevant supplier of the Seller or any other cause (whether or not of a like nature) beyond the Seller’s control.

12. INSPECTION & PACKAGING 12.1 All Goods shall be inspected by the Buyer within 3 working days of delivery. Unless the Buyer notifies the Seller within 3 working days of the date of delivery of its refusal to accept the Goods stating the reason for such refusal the Buyer shall be deemed to have accepted the Goods and shall have no right thereafter to reject the Goods or any part thereof. 12.2 The Buyer undertakes not to alter, remove or otherwise interfere with any packaging, branding trade or other marks and labels supplied with or relating to the Goods intended for resale in the form in which they are supplied by the Seller including any product data sheets, warnings, notices and instructions supplied with or relating to the Goods the application, fitting, servicing or use there or intended for the information of the ultimate user and will observe all recommendations and instructions of the Seller as to the correct storage and where applicable as to the correct installation and use of the Goods. The Buyer shall indemnify the Seller against any loss expense, claims, costs, demands or proceedings made against incurred or suffered by the Seller as a result of the Buyer’s failure to comply with its obligations under the this Clause 12.2.

13. TITLE TO GOODS 13.1 Notwithstanding risk in the Goods passing in accordance with Clause 10 hereof legal ownership in and the right to dispose of the Goods shall not pass to the Buyer until the Seller has received the price in full and all other amounts due and payable to it by the Buyer. 13.2 Before title has passed to the Buyer and without prejudice to any of its other rights the Seller shall be entitled until the legal ownership in the Goods is transferred as provided by this Clause 13 to enter the premises of the Buyer or wheresoever the Goods shall be stored for the purpose of examining the Goods and checking compliance by the Buyer with the items in this clause and on the occurrence of any breach by the Buyer of this clause the Seller shall in addition be entitled to sever the Goods from any other property of the buyer or a third party and to repossess and resell the Goods or any part thereof. The Seller may enter upon the Buyer’s premises for that purpose and the Buyer shall take all reasonable precautions to protect the Goods (including insuring the same) from damage or loss arising from any cause and shall insofar as they have not then incorporated into other goods keep the Goods separate and identifiably as the property of the Seller. 13.3 In the event of a sale of the Goods by the Buyer in the ordinary course of its business to be a third party then notwithstanding Clause 13.1 above the Buyer shall hold such of the proceeds of sale as represent the original price of the Goods as between the Seller and the Buyer as trustee for the Seller in a separate identifiable account and in the event that the sale proceeds have not been received from the third party the Buyer shall at the request of the Seller assign in writing its rights to recover the same from that third party. 13.4 If the Goods are destroyed by an insured risk prior to the same being paid for by the Seller, the Seller shall receive the proceeds of any such insurance as trustee for the Seller.

14. PAYMENT 14.1 All payments due to the Seller under the Contract shall be made in full by the Buyer to the Seller without any deduction or set-off within thirty (30) days of the date of the Seller’s invoice unless otherwise prescribed in the Order Acceptance. 14.2 The Seller’s invoice will usually be submitted to the Buyer as soon as the Goods are available for despatch either complete or in part or for Services on a weekly basis until the Services have been complete except where the provisions of a letter of credit accepted by the Seller provides otherwise. 14.3 The Seller reserves the right to invoice the Buyer for Goods at the time of order, delivery, when any instalment of the price falls due or at any other time and to charge interest on all overdue accounts at 4% above the base rate from time to time of HSBC Bank plc. 14.4 Where the Seller and Buyer agree that payment shall be made by a letter of credit this shall be confirmed irrevocable in a form acceptable to the Seller and confirmed by a United Kingdom Clearing Bank. 14.5 Notwithstanding any agreed variation in or extension to the Contract all dates for payment shall remain the same as if such variation or extension had not been agreed. Time of each payment shall be of the essence of the Contract.

15. INTELLECTUAL PROPERTY 15.1 All drawings, descriptions and other information submitted by the Seller to the Buyer shall remain the Seller’s property together with the copyright thereon. 15.2 The Buyer shall not be entitled to modify the Seller’s brand name or to present to the Goods to third parties in any way other than as originating from the Seller. 15.3 All reasonable care is taken to ensure that the use of the Goods in the normal course does not infringe any Patent copyright, design or other right of third parties, but the Seller does not accept liability in respect of any such infringement or alleged infringement in the United Kingdom or elsewhere. The Buyer for his part shall indemnify the Seller in the event of any infringement by the Seller as a consequence of manufacturing in accordance with instructions, designs or specifications supplied wholly or in part by the Buyer.

16. GUARANTEE 16.1 Subject to provisions of Clause 12.1 or in the case of a latent defect where the Buyer has notified the Seller within 3 working days of discovery of the defect, the Seller agrees that it shall make good by repair or at its option by the supply of a replacement part or parts any defect in the Goods of which it receives notification in writing within 12 months from delivery of the Goods provided that the defect arises solely from faulty design materials or workmanship on the part of the Seller and provided that the Buyer shows to the satisfaction of the Seller that the Goods have been properly stored, used and maintained. 16.2 Any Goods or parts repaired or replaced under this Clause 16 will be subject to the guarantee contained herein only during the balance of the original guarantee period of 12 months as aforesaid and any parts removed by the Seller shall remain or become the property of the Seller. The Seller shall have no liability whatsoever under this Clause 16 if the Buyer shall not promptly comply with the requests of the Seller for the purpose of assessing the defect and how it arose or if the Goods or any part thereof have been subjected to and how it arose or if the Goods or any part thereof have been subjected to abnormal conditions or involved in any accident or have been altered or repaired or have been used for a purpose other than that for which it was designed or an attempt to alter or repair the Goods has been made other than by an authorised Engineer of the Seller or fully in accordance with the Seller’s written directions. 16.3 Where repairs are carried out at the Buyer’s premises the Buyer shall ensure that adequate safe access is made available to the Seller, its agents and employees at all times for the purposes of inspecting the Goods and effecting the necessary repairs. Where the Seller requests the return of any Goods or part to the Seller’s works for the purpose of complying with this guarantee the cost of returning the same shall be borne wholly by the Buyer. 16.4 The Seller agrees to correct without charge any errors in the Services and to undertake again or to remedy without charge any Services improperly performed of which it receives notification in writing within 6 months of the date of completion of the Services provided always that the Buyer can demonstrate that the equipment on which the Services have been carried out has been maintained and operated correctly by the Buyer and allowance is made for fair wear and tear. It is expressly hereby agreed by the Buyer that the obligations set out in this Clause 16.4 shall constitute the limit of the Seller’s liability in relation to the Services and the Buyer undertakes to keep the Seller fully indemnified accordingly.

17. LIMITATION OF LIABILITY The Seller’s liability shall subject as aforesaid be limited and all warranties and conditions whether expressed or implied and whether contained in any statute or at common law or otherwise insofar as is reasonable and in the light of these Conditions is hereby expressly excluded. Save as provided in Clause 16 the Seller shall not be liable in contract tort or otherwise for any defect failure or unsuitability for any purpose of the Goods or Services or any part thereof (whether the same be due to any act omission negligence or wilful default of the Seller or its employees officers or sub-contractors) or for any damage expense or loss (other than death or personal injury resulting from the Seller’s negligence within the meaning of Section 1 (1) of the Unfair Contract Terms Act 1977) of whatever kind sustained by the Buyer or any other person which is directly or indirectly attributable to any such defect, failure or unsuitability or to any work done in connection herewith.

18. ARBITRATION If any dispute shall arise between the parties under the Contract which shall remain unresolved by discussion either party may elect to refer the dispute to arbitration by serving notice in writing on the other party to that effect whereupon the dispute shall be settled by a single arbitrator selected by the parties. In the absence of the appointment of an arbitrator acceptable to both parties within 28 days of receipt of the said notice and arbitrator shall be selected by the President for the time being of the Institution of Mechanical Engineers.

19. SUB-CONTRACTING The Seller shall be entitled to assign and or sub-contract all or any of its obligations under the Contract.

20. WHOLE AGREEMENT These Conditions embody and set forth the entire agreement and understanding of the parties and supersede all prior and or written agreements and undertakings or arrangements relating to the subject matter of the Contract. 21. LAWS The Contract shall be construed and governed in all respects by English Law and the Seller and the Buyer hereby submit to the non-exclusive jurisdiction of the Courts of England.

DAMPER TECHNOLOGY LIMITED TERMS AND CONDITIONS OF PURCHASE

1.0 PRELIMINARY In these terms and conditions:- “Company” means Damper Technology Limited “the Conditions” means these terms and conditions in full “Contract” means the contract for the sale and purchase of the Goods and/or supply of the Services “Delivery” as specified by the Company “Completion/Delivery Date” means the date specified in the Order for the delivery of Goods or the performance of the Services “Document” means any media containing or disclosing information in any form and includes maps, plans, charts, patterns, dies, drawing, diagrams, data graphs, films, photographs, tapes, discs and computer programs “the Goods” means any goods provided by the Supplier to the Company pursuant to an Order “Improvement” means any development or enhancement of Goods or their design or manufacturing process which would make them cheaper, more effective, useful or valuable or would in any way render them preferable in commercial terms “Order” means any order accepted by the Supplier from the Company for Goods and/or Services “Price” means the price of the Goods and/or the charge for the Services “Supplier” means the person, firm or company to which to whom (or to whose business name or alias) the Order is addressed. Where the Supplier consists of more than one person any reference to the Supplier shall be construed as a reference to all such persons jointly and severally and all obligations of the Suppler shall be construed accordingly “Technical Specification” means those detailed specifications including performance criteria and where appropriate manufacturing instructions with which the Goods and Services are to comply and shall include all such specifications and information referred to in clause 10

2.0 BASIS OF PURCHASE 2.1 All Orders constitute offers by the Company to purchase the Goods and/or acquire the Services subject to the Conditions shall apply to the exclusion of any other terms and conditions and shall prevail over any inconsistent terms and conditions contained in or referred to in the Supplier’s quotation or acceptance of Order or elsewhere or implied by trade custom practice or course of dealings. 2.2 Any utilisation by the Company of any quotation number or reference of the Supplier will be solely for the purpose of identification for the convenience of the Supplier and is not and will not be intended to imply acceptance of any terms and conditions accompanying such reference or in which such reference is embodied. 2.3 No variation or waiver of these Conditions shall be binding on the Company or form part of the Contract save for any variation which concerns the Price or Completion/Delivery Date which variation must be expressly accepted in writing by the authorised representative of the Company. 2.4 The Contract shall be formed and these Conditions shall in any event be deemed to have been unconditionally accepted by the Supplier on the earlier of:- 2.4.1 execution and return of written acknowledgement of the Order 2.4.2 commencement by the Supplier of manufacture or the Goods; or 2.4.3 provision of the Services. 2.5 The Order may be withdrawn by the Company at any time prior to acceptance by the Supplier.

3.0 SPECIFICATIONS 3.1 All Goods and Services shall conform to the Technical Specification in any respects. 3.2 Without prejudice to the generality of clause 3.1 all Goods and Services to be supplied to the Company shall:- 3.2.1 conform in terms of quality and specification to any sample provided by the Supplier 3.2.2 be of the highest available quality in terms of materials and workmanship 3.2.3 perform any specific function notified to the Supplier or held out by the Supplier and be fit for such purpose 3.2.4 be of satisfactory quality and free from any defects in design materials and workmanship 3.2.5 be manufactured or provided in accordance with BS5750, ISO9000 or the equivalent quality assurance procedures and processes applicable in the country of manufacture. 3.2.6 comply with all the statutory requirements relating to the sale of Goods and provision of Services under UK and EU legislation 3.3 The quality and description of the Goods and Services shall be as specified in the Order and the Supplier shall on the Completion/Delivery date provide the Company with all necessary documentation and instructional materials relating to the operation or use of Goods supplied. 3.4 The Supplier shall not unreasonably refuse any request by the Company to inspect and/or test the Goods during the manufacturing process or while stored at the Suppliers premises or elsewhere prior to Delivery and the Supplier shall provide the Company with all facilities as are reasonably required for any such inspection and/or test. If as a result of any inspection or test the Company is not satisfied that the Goods will comply in all respects with the Contract and the Company so informs the Supplier within 7 days of such test or inspection the Supplier shall take such steps as are necessary to ensure compliance. 3.5 No inspection or test by the Company during the course of manufacture shall operate to relieve the Suppler of its obligations to ensure that following Delivery the Goods shall comply in all respects with the Contract. 3.6 All Goods shall be marked in accordance with the Company’s instructions and any applicable regulations or requirements of the carrier and properly packaged and secured so as to reach their destination in an undamaged condition in the ordinary course of business.

4.0 DELIVERY 4.1 Delivery will take place when the Goods are delivered to the Company’s premises or to its order and have unloaded from transport during normal business hours on the Delivery Date. If Goods are incorrectly delivered the Supplier will be liable for any additional expense incurred by the Company in handling or effecting Delivery of the Goods. 4.2 Where a Completion/Delivery Date (as applicable) is specified in the Order time shall be of the essence. Where the Completion/Delivery Date is to be specified after the date of the Order the Supplier will give the Company reasonable written notice of the anticipated date. 4.3 The Supplier undertakes to promptly inform the Company if the Completion/Delivery Date for whatever reasons cannot be met. Notwithstanding such notice, unless a substitute Completion/Delivery Date has been expressly agreed in writing by the Company the Supplier’s failure to effect Delivery of the Goods or to provide the Services on the date previously specified the Company will not be liable for any losses and shall be entitled to cancel the relevant Order without liability to the Supplier and the Supplier will indemnify the Company in respect of any loss of additional costs incurred by reason of the Supplier’s failure to comply with the terms of the Contract. 4.4 The Supplier will report immediately to the Company the occurrence of any event either within or beyond the Supplier’s control which is likely to affect the Completion/Delivery Date. If Delivery of Goods is incomplete the Company reserves the right (without prejudice to any of its other rights) to accept or reject the Goods so delivered and to cancel or vary the balance of the Order. 4.5 Packing notes quoting the number of the Order must accompany each consignment of Goods and must be displayed prominently. The Supplier agrees on request to supply the Company with any necessary declarations and documents stating the origin of the Goods and the manner in which they qualify for EU preferences. 4.6 Where Goods are to delivered or Services performed in instalments the Contract will be treated as a single contact and not as separate contracts in respect of such instalments. The Company shall be entitled to reject any Goods delivered or Services performed which are not in accordance with the Contract and shall not be deemed to have accepted the same until the Company has had a reasonable time to inspect and/or test the Goods/workmanship following Delivery or completion of the Services. 4.7 The Supplier shall supply the Company in good time with any instructions or other information required by the Company to enable it to accept Delivery of the Goods or allow performance of the Services. Where the Supplier fails to provide the Company with adequate notice of any instructions or other information required to enable the Company to accept the Goods or Services then the Supplier shall in respect of Goods at its own cost expense and risk arrange for them to be stored until such time as the Company is able to accept them subject always to the Supplier having provided adequate notice to the Company in accordance with this clause. 4.8 (Notwithstanding) any provision contained in clause 4.7. The Company shall be entitled to postpone delivery part or all of the equipment after completion of manufacturer. In that case, the Supplier shall carefully conserve the equipment in his facilities or his subcontractor’s facilities. Such storage shall be free of charge during 3 months from the date of contractual readiness of the equipment, after final successful inspection and readiness for delivery. 4.9 The Company shall not be obliged to return to the Supplier any packaging materials for Goods. 4.10 If Goods are not delivered or the Services performed on Completion/Delivery Date then without prejudice to any other remedy the Company shall be entitled to deduct from the Price or (if the Company has already paid the Price) to claim from the Supplier by way of penalty for delay the sum of 1% of the Price for every week’s delay up to a maximum of 10%.

5.0 PASSING OF RISK 5.1 Subject to clause 6 below risk of damage to or loss of the Goods shall pass to the Company as soon as the goods are located onto transport for delivery (unless the supplier has agreed to undertake transportation when risk shall pass as soon as the goods are unloaded) Legal title shall pass (unless the Price has already been paid when title shall pass as soon as payment has been made and the Goods have been appropriated to the Contract). 5.2 Where the Company has requested that the supplier stores the goods in accordance with clause 4.8 risk in the goods shall remain with the supplier until delivery or collection by the Company but legal title shall in any event pass to the Company immediately upon the goods being put into storage. 5.3 The Supplier will at all times ensure and keep himself insured with a reputable insurance company (copy of insurance certificate to be made available on request) against all insurable liability in respect of the Goods or Services and without prejudice to the generality of the foregoing against all the Supplier’s liabilities under clause 9 below. 5.4 The Supplier will provide all facilities assistance and advice required by the Company or the Company’s insurers for the purpose of contesting or dealing with any action claim or matter arising out of the Supplier’s performance of the Contract.

6.0 MATERIALS 6.1 Where the Company provides raw materials to the Supplier in order for the Supplier to manufacture Goods or perform the Services such materials shall remain the property of the Company notwithstanding the fact that the Supplier may have commenced manufacture or use of the said materials. 6.2 In the event of termination of Contract for any reason all unused materials shall be returned to the Company together with any partially or wholly manufactured Goods subject to payment by the Company of the appropriate proportion of the Price (which equates to the stage of manufacture and which is referable to the Price in the Order) less such sum as is reasonably considered by the Company to be equal to the additional expenditure incurred by the Company as a result of the termination of the Contract. 6.3 The Suppliers shall keep all materials provided by the Company separate from the Supplier’s own materials and will furnish a statement on request to the Company giving details description and location of such materials both before and after processing as well as any other information requested by the Company. The Company and its authorised agents shall be entitled to enter the Supplier’s premises at all reasonable times during normal business hours to inspect the materials and check compliance with the obligations set out in this clause.

7.0 PRICE AND PAYMENT 7.1 The Price shall be as stated in the Order and unless otherwise stated shall be exclusive of any applicable Value Added Tax (which will be payable by the Company subject only to receipt of a valid VAT invoice) and inclusive of all charges for packaging, packing, shipping, carriage, insurance and delivery and any duties imports or levies other than Valve Added Tax. 7.2 No increase in the Price may be made (whether on account of the materials, labour or transport costs of otherwise) without the Company’s prior written consent. 7.3 The Company shall be entitled to any discount for prompt payment, bulk purchase or volume of purchase customarily provided by the Supplier whether or not shown in the Supplier’s terms and conditions of sale. 7.4 Unless otherwise agreed in writing the Supplier shall invoice the Company on or after the Completion/Delivery Date and each invoice shall quote the applicable Order number. The Company shall pay the Price 60 days following the month during which the valid invoice is received. 7.5 The Company shall be entitled to set off against the Price any sums owed to the Company by the Supplier. Failure to pay for any Goods or Services or for any delivery or instalment shall not entitle the Supplier to suspend further deliveries or work whether on the same Order or on any other Order from the Company.

8.0 RIGHT TO CANCEL OR REJECT 8.1 The Company shall be entitled to cancel any Order without incurring any liability if:- 8.1.1 the Completion/Delivery Date is deferred for any unreasonable period of time 8.1.2 the Supplier has ceased or threatened to cease to carry on business or makes any arrangement or composition with its creditors; or 8.1.3 it is notified that the Goods infringe any patents, trademarks, registered designs, copyright or similar rights belonging to any third party. 8.2 If Goods or Services or any part thereof (whether or not inspected or tested by the Company) do not comply with the terms of the Contract the Company shall have the right to have the same repaired or rectified at the expense of the Supplier or to reject the same subject to notifying the Supplier of the reasons therefore. Any rejected Goods shall be returned to the Supplier at the Supplier’s risk and expense. 8.3 Subject to notification in accordance with clause 8.2 the Supplier shall be entitled to a reasonable time to replace such rejected Goods or rectify the defect in the Services so that they comply in all respects with the terms of the Order. In the case of rejection the Supplier shall following receipt of notification reimburse the Company in respect of any money paid by the Company to the Supplier for the rejected Goods or Services together with any additional expenditure over and above the Price necessarily incurred by the Company in obtaining replacement Goods or Services and the Contract shall stand discharged.

9.0 WARRANTIES AND LIABILITY 9.1 In entering into the Contract the Company relies upon the Supplier’s expertise to manufacture the Goods and perform the Services and accordingly the Supplier warrants that the Goods and Services shall:- 9.1.1 conform to the Technical Specification in every respect. 9.1.2 conform in terms of quality and specification to any sample provided to the Company by the Supplier. 9.1.3 give the highest available quality in terms of materials and workmanship 9.1.4 perform any specific function notified or held out by the Supplier or made known to the Supplier and be fit for such purpose 9.1.5 be of satisfactory quality and free from defects in design materials and workmanship. 9.1.6 be manufactured or provided in accordance with BS5750, ISO9000 or equivalent quality assurance procedures and processes; and 9.1.7 comply with all existing UK and EU legislation and other statutory requirements relating to the sale of the Goods or the provision of the Services (including statutory instruments regulations and directives and published proposals for the same). AND shall in all respects be free from faulty materials and/or workmanship on the Completion/Delivery Date and for a period of at least eighteen months from delivery or 12 months from operational use. 9.2 The Supplier further warrants to the Company that the Services to be performed shall be performed by appropriately qualified and trained personnel with due care and diligence and to such high standard of quality as is reasonable for the Company to accept in all the circumstances. 9.3 The Supplier shall indemnify the Company its agents employees officers subsidiaries holding companies (and subsidiaries of holding companies) against all liability, loss, damages, cost and expenses (including legal expenses) awarded against or incurred or paid by the Company as a result of or in connection with:- (i) breach of any warranty given by the Supplier in relation to the Goods or Services. (ii) any claim that the Goods infringe or their importation use or resale infringes the patent, copyright, design right, trade mark or other intellectual property rights of any other person except to the extent that the claim arises from compliance with any Technical Specification supplied by the Company. (iii) any liability under the Consumer Protection Act 1987 in respect of the Goods. (iv) any act or omission of the Supplier or its employee’s agents or sub-contractors in supplying delivering or installing the Goods. (v) any act or omission of any of the Supplier’s personnel in connection with the performance of the Services. (vi) The warranties and remedies provided for in this clause 9 shall be in addition to those implied by or available at law or equity and shall continue in force notwithstanding the acceptance by the Company of all or part of the Goods or the Services in respect of which the warranties and remedies are applicable.

10.0 ARBITRATION If any dispute shall arise between the parties under the Contract which shall remain unresolved by discussion either party may elect to refer the dispute to arbitration by serving notice in writing on the other party to that effect whereupon the dispute shall be settled by a single arbitrator selected by the parties. In the absence of the appointment of an arbitrator acceptable to both parties within 28 days of receipt of the said notice an arbitrator shall be selected by the President for the time being of the Institution of Mechanical Engineers.

11.0 FORCE MAJEURE In the event of war invasion act of foreign enemy, hostilities (whether war has been declared or not) civil war, rebellion, revolution or military or usurped power the Supplier shall be relieved of all liabilities incurred under the Contract wherever and the extent to which the fulfilment of such obligation is affected, prevented frustrated or impeded or delayed as a consequence of any such event or by statutes, rules, regulations, orders or requisitions issued by any Government Department Council or other duly constituted authority, including the imposition of restrictions or quotas or levies on the exportation of the Goods or from strikes, lockouts, labour disputes, breakdown, natural catastrophe, fire or accident to the plant of the Supplier, or of a relevant seller of the Supplier or any other cause (whether or not of a like nature) beyond the Supplier’s control.

12.0 PROVISION OF TECHNICAL SPECIFICATION AND USE OF THE COMPANY’S INTELLECTUAL PROPERTY 12.1 Insofar as not already provided or disclosed pursuant to an earlier contract for the manufacture of Goods and/or the supply of the Services the Company shall provide to the Supplier such specifications and information as are necessary to enable the Supplier to manufacture the Goods and/or supply the Services in accordance with the Order. 12.2 The Company shall permit the Supplier to send at the Suppliers expense appropriately qualified employees of the Supplier to the Company’s premises for the purpose of training. The number of such employees and timing of such visits shall be agreed in advance with the Company. The Supplier shall:- (i) ensure that any of its employees who visit any premises of the Company comply with all security safety and other applicable regulations relating to these premises; and (ii) indemnify the Company its agents employees officers subsidiaries holding companies (and subsidiaries of holding companies) in respect of any damage to the Company’s property or any personal injury which is caused by the negligence act or omission of any of the Supplier’s employees. 12.3 The Company authorises the Supplier to use the Company’s intellectual property included in the Technical Specification and any Improvement for the purpose of performing its obligations in accordance with the Contract but for no other purpose whatsoever. 12.4 Subject to clause 12.3 the Supplier shall have no rights in respect of the Company’s Intellectual property and shall keep details of the same and any information contained in the Technical Specification confidential and shall not disclose the same to any third party other than is reasonably required for the purposes of complying with its obligations under the Contract and upon termination of the Contract howsoever arising the Supplier shall return all Documents to the Company on demand. 12.5 The Supplier shall at the request and expense of the Company take all such steps as the Company may reasonably require to assist the Company in the maintaining of the validity and enforceability of any of the Company’s intellectual property and shall enter into such formal licences or other arrangements as the Company may reasonably require in order to safeguard the same. 12.6 The Supplier shall promptly and fully notify the Company of any actual or threatening infringement of any of the Company’s intellectual property which shall come to its notice or which it suspects has taken or may take place.

13.0 IMPROVEMENTS/DEVELOPMENTS 13.1 The Company and Supplier shall meet at regular intervals for the purpose of reviewing any matters likely to be relevant to the manufacture of the Goods or the provision of the Services. 13.2 Without prejudice to the generality of clause 12.1, in respect of the manufacture of Goods the Company shall provide the Supplier with details of any Improvement or modification which it wishes to see made to the Goods from time to time and the Supplier shall provide the Company with details of any Improvement which is actually made, developed or acquired by the Supplier from time to time. 13.3 The title and all intellectual property rights in respect of any Improvement made developed or acquired by the party shall belong to the party but it is hereby expressly agreed that the Company shall be entitled to use any Improvement which is made developed or acquired by the Supplier together with any intellectual property rights of the Supplier therein and shall be deemed to have a non-exclusive royalty free perpetual licence thereof. 13.4 The Supplier shall not unreasonably withhold its consent to the incorporation in the Goods of any Improvement or modification belonging to the Company or any improvement belonging to the Supplier.

14.0 NO SUB-CONTRACTING 14.1 The Supplier shall not be entitled to sub-contract assign or transfer to any other person any of its rights or obligations under the Contract without the prior written consent of the Company which consent if given shall not relieve the Supplier from any obligation to comply with the terms of the Contract.

15.0 CONFIDENTIALITY 15.1 All information relating to the business and affairs of the Company disclosed to or being obtained by the Supplier pursuant to the Contract shall be considered confidential and the Supplier shall use its best endeavours to keep the same confidential and shall limit disclosure of the same to those of its agents and employees which reasonably require disclosure for the purposes of the Supplier complying with the terms of the Contract. 15.2 The provisions in clause 14.1 shall not act so as to prevent the Supplier disclosing information where it is required to do so by any government or other authority or regulatory body or howsoever by law.

16.0 TERMINATION 16.1 Either party shall be entitled forthwith to terminate the Contract by written notice to the other it:- (i) that other party commits any continuing or material breach of any of the provisions of the Contract and in the case of a breach which is capable of remedy fails to remedy the same within 30 days or receipt of a written notice giving full particulars of the breach and requiring it to be remedied. (ii) an encumbrancer takes possession or a receiver or administrative receiver is appointed over any of the property or assets of the other party. (iii) that other party makes any voluntary arrangement or compounds with its creditors or a petition is presented for or that party becomes subject to an administration order. (iv) if a petition is presented for or that other party goes into liquidation except for the purposes of amalgamation, reconstruction or reorganisation and in such manner that the Company resulting from the reorganisation agrees to be bound by or to assume the obligations imposed on that other party under the Contract; or (v) that other party ceases or threatens to cease to carry on business. 16.2 For the purpose of clause 16.1 above a breach shall be considered capable remedy if the party in breach can comply with the provisions in all respects other than as to the time of performance (provided that time and performance is not of the essence). 16.3 Any Waiver by either party of a breach or of any provision of the Contract shall not be considered as a waiver of any subsequent breach of any other provision. 16.4 The rights to terminate the Contract given by this clause shall not prejudiced any other right or remedy of either party in respect of any other breach.

17.0 GENERAL 17.1 Nothing in this Contract shall create or be deemed to create a partnership between the parties. 17.2 If any provision of the Contract is held by a court or other body of competent jurisdiction to be void or unenforceable in whole or in part the remainder of the unaffected provisions shall continue to be valid and remain in full force and effect. 17.3 The Contract shall be governed by the interpreted in all respects in accordance with English law and the parties hereby submit to the non-exclusive jurisdiction of the English courts. 17.4 A notice under or in connection with the Contract shall be in writing and shall be delivered personally or sent by first class prepaid post or recorded delivery (or airmail if overseas) or by fax to the party due to receive the notice at its last known address. 17.5 In the absence of earlier receipt a notice is deemed given:- (i) if delivered personally when left at the address referred to in sub-clause 17.4. (ii) if sent by post except airmail two days after posting. (iii) if sent by airmail six days after posting; and (iv) if sent by fax on completion of its transmission.

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