1

All quotations and sales shall be governed by the following conditions unless other terms or conditions have been expressly stipulated in writing.
Purchasing conditions of the Buyer shall be binding on our Company only in so far as they are not incompatible with our Conditions of Sale and/or in as far as they have been expressly approved by our Company.

2

Any and all orders placed with our Company shall be deemed accepted only at the time of our confirmation in writing. Terms and/or conditions made or entered into with any of our employees and/or representative shall be valid only if and when the same have been confirmed by our Company in writing.

3

3a)

All of the papers forming part of our quotations (illustrations, drawings, weight and/or dimensional specifications) shall be deemed approximate only unless they have been specifically designated as binding. Our company expressly reserves the right (for itself and its suppliers) provided this does not result in additional charges or higher prices - of changing and/or modifying or improving constructions and/or designs.

3b)

Our Company also reserves (for itself and its suppliers) all copyrights and/or other rights in any and all estimates, drawings and other documents and papers, whereby it is expressly to be understood that the same shall not be made available to any third party whatsoever without the prior approval by our Company or its suppliers.

4

The price shall be deemed to apply in sterling ex our works at Huntington, England, exclusive of Value added tax. All other terms and conditions shall be governed by the INCOTERMS. (if applicable).

5

The prices are based on the cost factors as of the day of the quotation. Whenever changes in the price of materials or wage rates or fluctuations in exchange rates occur which materially affect the prices, the prices can be renegotiated.

6

Any and all risks of shipment shall pass to the Buyer the moment the goods concerned leave our premises. All damage and/or losses caused in transit shall be borne by the Buyer. In order to protect any claims for damages accruing out of the shipment by ship,aircraft,mail,rail,lorry or motor car, the addressee shall be bound to procure certification of the respective damage on the shipping documents prior to accepting the respective shipment from the postal authorities, railways company and/or other carrier.

7

For each individual order, delivery shall be separately stipulated. The quoted delivery shall only be approximate and not binding. All claims for damages because of late delivery shall be expressly excluded. Acts of God and force Majeure shall entitle us either to extend delivery correspondingly and/or revoke the contract either in part or in its entirety. Any and all claims of the Buyer to damages arising out of or in connection with provisions of this section shall be expressly excluded.

8

Provided justified and timely complaints are lodged within five (5) working days of receiving the merchandise concerned, our Company will, free of charge either replace the defective items or remedy the respective defects on the merchandise being returned. It is expressly to be understood that any and all further claims shall be excluded. Guarantees and warranties shall be within the Company limits. The right of exchange and abatement shall be expressly excluded.

Returns may only be returned after obtaining Sercal's authorisation and must be in good condition, with complete identification, shipped freight prepaid, in accordance with Sercal's instructions. Returned merchandise is subject to a restocking charge. Custom-built products may not be returned for credit.

Any orders returned for credit, having been correctly supplied to Buyers requisitions, will be subject to a 20% re-stocking charge. Returns must be in a completely re-saleable condition with the original packaging. Credits will only be made after the goods have been inspected & confirmed as completely resalable. Refunds, credits or exchanges will not be considered after a period of 28 days from receipt of delivery.

9

Our invoices shall be paid on a net cash basis within thirty (30) days of the date of the respective invoice.
Whenever special arrangements have been made for the taking in payment of promissory notes and/or bills of exchange, all of the bank charges shall be borne by the Buyer. Bills and cheques will invariably only be accepted subject to their being honoured as per the value on the date on which therespective money equivalent is at the disposal of our Company.
Whenever the Buyer defaults on payments, our Company shall be entitled to charge reasonable interest (at 3% above bank base rate for the time being). The aforesaid conditions shall apply to export transactions; cash against documents or against irrevocable confirmed letter of credit in our favour or per special stipulations.
Tax: The Buyer agrees to pay all taxes, duties, fees, charges or assessments of any nature (but excluding income taxes) assessed or levied in connection with performance of the Agreement.

10

Title and ownership of the merchandise supplied is to remain in our Company until all of the payments required herein have been made by the Buyer and in the case of payment by cheque or bill of exchange until their having been honoured. The Buyer shall not sell, bond, lease. Lend or otherwise dispose of the merchandise supplied without our knowledge or agreement to such disposal until full payment has been effected. The Buyer shall be liable for the loss of and all damage to the said merchandise even if the same may have been incurred without its fault or negligence. Whenever the merchandise prior to full payment is seized, attached and/or otherwise distrainind by any third party whatsoever, the Buyer shall forthwith be bound to notify our Company and to furnish forthwith a copy of the official record of the execution and shall, moreover, also be bound to bear and/or reimburse any and all costs arising out of or in connection with any such action. The above said reservation of the title and ownership notwithstanding, the risks of destruction and deterioration of the merchandise shall be bourne by the Buyer.

11

Place of delivery and payment shall be Huntington, England and all disputes arising hereunder shall be settled before a competent Court of Law in England.