1 PARTIES

In these Conditions of Sale IPL (UK) Ltd., is referred to as “the Seller” and the individual firm, company or corporation placing the order is referred to as “the Buyer”.

2 CONDITIONS OVERRIDING

Unless otherwise agreed in writing by the Seller these Conditions, which supersede all terms or proposed terms of trading appearing on documents of the Seller and delivered to or obtained by the Buyer prior to the date hereof, shall override any terms or conditions proposed, stipulated or referred to by the Buyer in correspondence, or its order form or elsewhere. No such terms or conditions advanced by the Buyer shall be incorporated in or otherwise be relied upon in connection with this Contract.

3 VARIATIONS

The Seller shall not be bound by any purported variation of the Conditions or of the quotation and the terms appearing therewith unless the same have been agreed in writing with the Seller.

4 DELIVERY

If the seller in whatever form gives a delivery date, the same shall be taken as an estimate made by the Seller in good faith and shall not be a term of the Contract. In no circumstances shall the Seller by liable for any loss or damage sustained by the Buyer in the consequence if failure to deliver by such date or otherwise of any delay in delivery.

5 PRICE

Unless expressly stated in writing, that the prices shall remain firm for a specified period, the prices quoted shall be subject to increase reflecting any increase in the Sellers costs in respect of materials, labour, services or transport between the date of the Contract and the date of despatch.

6 PAYMENT

Unless otherwise agreed in writing, the terms of payment shall be nett monthly account.

7 RISK

The goods are sold delivered to the Buyer and the risk in respect of such goods shall pass to the Buyer upon delivery at the Buyers Premises, or at such other place as the Buyer may designate. If the goods are sold to a foreign Buyer on F.O.B. terms, the risk shall pass at the time of the delivery on board.

8 PROPERTY

(a) Notwithstanding delivery and the passing of the risk in the goods or any other provision of these Conditions of the property of the goods shall not pass to the Buyer until the Seller has received in cash or cleared funds, payment in full of the price of the goods and all other goods agreed to be sold by the Seller to the Buyer for which payment is then due. (b) Until such time as the property in the goods passes to the Buyer, the Buyer shall hold the goods as the Sellers fiduciary agent and bailee and shall keep the goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Sellers property. Nevertheless the Buyer shall be entitled to resell or use the goods in the ordinary course of its business, but shall account to the Seller for the proceeds of sale or otherwise of the goods, whether tangible or intangible, including insurance proceeds and shall keep all such proceeds separated from any monies or property of the Buyer and third parties, and, in the case of tangible proceeds, properly stored protected and insured. (c) Until such time as the property of the goods passes to the Buyer (and provided that the goods are still in existence and have not been resold) the Seller shall be entitled at any time to require the Buyer to deliver up the goods to the Seller and if the Buyer fails to do so forthwith to enter upon the premise of the Buyer or any third party where goods are stored and repossess the Goods. (d) The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness of the Goods that remain the property of the Seller, but if the Buyer does so all monies owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.

9 TRANSPORT

Delivery will be made by the Sellers own transport or by such other means of carriage as the Seller shall select.

10 LOSS OR DAMAGE IN TRANSPORT

No claim for loss or damage to goods and materials delivered will be entertained by the Seller unless notification of the nature and The Seller receives extent of such a claim in writing within seven days. The liability of the Seller shall in no circumstances exceed the invoiced value of the goods lost or damaged.

11 WARRANTIES

(a) Subject to the provisions that appear below the Seller warrants all goods which are or which become faulty by reason of the use of defective materials or by reason of defective workmanship within a period of three calendar months of delivery. (b) The warranty contained in sub-clause 11(e) is dependent upon notification to the Seller within fourteen days of the fault complained of arising. (c) In the event such notification being given, the Seller may ask either for the return of the component to their premises or for reasonable access to be given for inspection of it. Upon the return of the goods not later than within one month of the expiry of the warranty or upon its inspections (as the case may be) the Seller will, if the goods are found to be defective, at its own option either:- (i) repair the defective goods or (ii) supply to the Buyer goods to replace the defective goods or (iii) refund to the Buyer the purchase price, or alternatively credit the Buyers account with the like sum if the Buyer has not completed payment of the purchase price. (d) This warranty does not apply to any goods, which have been altered, treated, processed or worked upon while in the Buyers hand, other than in the ordinary use of installation. (e) Save as aforesaid all expenses or implied conditions or warranties statutory or otherwise as to the state, quality, fitness, suitability or performance of the goods is expressly excluded. (f) The Seller shall indemnify the Buyer from any claim arising out of the death or personal injury of persons caused by any defect in the goods or material supplied under this Contract. (g) The Sellers sole liability with respect to performance or whether obligations herein contained shall be stated herein and in no event shall the Seller be liable to the Buyer or any third party for any consequential loss or damage including loss of use or of profit or of contract. (h) The Buyer shall indemnify the Seller from any claim arising out of the death or personal injury of persons caused by the act, default or negligence of the Buyer, its employees or agents in consequence of the Buyers obligations hereunder.

12 FORCE MAJEURE

In the event of war, invasion, act of foreign enemy hostilities (whether war has been declared or not), civil war, rebellion, Revolution, insurrection of military or usurped power the Seller shall be relieved of liabilities incurred under this Contract wherever and to the extent to which the fulfilment of such obligations is prevented, frustrated or impeded as a consequence of any such event or by any statute, rules, regulations, orders or requisitions issued by any government department, council or any other duly constituted authority or from strikes, lockouts, breakdown of plant or any other cause (whether or not of a like nature) beyond the Sellers control.

13 BUYERS DEFAULT

If the Buyer shall make default in or commit any breach of any of his obligations to the Seller or if any distress or execution shall be levied upon the Buyer, his property or assets or if he (the Buyer) shall make or offer to make any arrangements or composition with creditors or commit an act of bankruptcy, or if any petition or receiving order in bankruptcy presented or made against him, or if the Buyer shall be a limited company and any resolution or petition to wind up such company’s business shall be passed or presented otherwise than for a reconstruction’s or amalgamation or if a receiver of such companies’ undertaking, property or assets or any part thereof shall be appointed the Seller shall have the right forthwith to:- (i) determine any order then subsisting and upon written notice of such determination being posted to the Buyers last known address any subsisting order shall be deemed to have been determined without prejudice to any claim or right the Seller may otherwise make or exercise, and to (ii) recover at the Buyer’s expense and without demand all the goods and materials which remain their property pursuant to clause eight above.

14 NOTICE

Any Notice to be given under this Contract shall be in writing and shall be deemed to be duly given if left at or sent by registered or recorded delivery post (in the case of the Seller) to its registered office and (in the case of the Buyer) the address given in respect of it on the face of the contract or otherwise it’s last known address. Any such notice shall be deemed to have been served at the time when it is handed to or left at the address of the parties served by post, on the day (not being a Sunday or Public Holiday) next following the day of posting. In proving the giving of a Notice it shall be sufficient to prove that the notice was left at the said address or that the envelope containing such Notice was properly addressed and posted as the case may be.

15 LAW

These conditions and the contract shall be subject to and construed in accordance with English Law.

16 WAIVER

Any waiver of these conditions or any of them shall not prejudice or affect the Seller’s rights and remedies of any subsequent breach of Contract on the Buyer’s part. IPL (UK) Ltd., Unit 4, Westminster Industial Estate, Cradley Road, Cradley Heath West Midlands, DY9 3SW Telephone 01384 411271 Fax 01384 412293