Power Protection Ltd (hereinafter referred to as `the Company') Terms & Conditions of Sale applicable to sales in the United Kingdom only (hereinafter called `the Conditions').

The Company reserves the right to amend the conditions during the life of this publication. As used herein `Purchaser' means any firm or company with whom the Company contracts for the supply of goods.

All quotations are made, all orders are accepted and all contracts of sale are subject to the Conditions.

Unless previously withdrawn our quotation unless otherwise stated is open for acceptance within 30 days after its date.

(a) The prices payable for the goods shall be the Company's prices specified in the Company's then current price lists ruling at the date of dispatch.

(b) All prices are exclusive of Value Added Tax.

(a) Unless otherwise agreed in writing payment is due in full on delivery of the goods. Time of payment shall be the essence of the contract.

(b) The Company may make partial deliveries of the goods and payment for the goods comprising each such delivery shall become due on delivery unless otherwise agreed in writing.

(c) Should the Purchaser default in paying sums due for goods supplied, the Company reserves the right in its absolute discretion to suspend all further deliveries under the contract or any other contract until the default is made good or terminate the contract as to the goods in respect of which such default has occurred.

(d) Without prejudice to the foregoing, the Company shall be entitled to charge interest on a day to day basis on any amount overdue for payment at the rate of 5% per annum above the base rate for the time being of the Company's bankers until payment is received.

(a) Unless otherwise specified in writing delivery shall be made to the Purchaser's premises provided they are within the mainland of Great Britain. Carriage is chargeable on deliveries under £250 and any delivery outside the mainland of Great Britain.

(b) Where the Purchaser makes his own transport arrangements delivery shall be ex-works the Company's premises.

When it is necessary to dispatch goods in crates, cases, pallets, stillages or skids or other such packing a charge will be made for this which unless otherwise specified will be credited in full on their return in good condition carriage paid providing such return is made within 30 days of delivery. No charge is made for any other form of packaging and no credit will be allowed for

its return.

Where delivery is made to the Purchaser's premises it shall be deemed that all goods have been delivered in full in undamaged and good condition unless within four working days of delivery the Purchaser gives the Company written notification of any damage or shortage setting out full details thereof. If any damage or shortage notified as aforesaid is the responsibility of the Company it shall at its option repair or replace damaged goods or supply goods to make up the shortage.

Any samples submitted by the Company to the Purchaser must be returned to the Company within ninety days of submission otherwise the Purchaser will be obliged to pay the Company therefore at the Company's price then ruling.

(a) All times or dates for delivery of the goods given by the Company are approximate only and shall not be of the essence of the Contract,

(b) Subject to the foregoing, if a firm delivery date or schedule of delivery dates is agreed in writing between the Company and the Purchaser, and if there is any delay in delivery for any cause within the reasonable control of the Company, and if as a result of such delay the Purchaser shall have suffered any loss, the Purchaser shall as liquidated and ascertained damages in substitution for and the exclusion of all other rights of the Purchaser in respect of the said delivery be entitled to deduct from the payment due in respect of the portion of the goods the subject of the delay 1 % of the value of such payment for each week by which the delivery is delayed subject to a maximum of 10% thereof in full and final satisfaction of the Company's

liability for such delay.

The Company shall have no liability for any loss or damage suffered by the Purchaser if the Company is prevented from carrying out any provisions of the contract as a result of industrial dispute or any cause beyond its reasonable control or any inability of the Company to procure materials required for the performance of the contract.

The contract shall be suspended during such delay but upon cessation of the cause of delay the contract shall again become fully operative provided that if such a delay exceeds a period of twelve months either party may give written notice of termination of the contract and thereupon the contract shall terminate.

(a) The risk in the goods shall pass to the Purchaser immediately on delivery of the goods to the Purchaser.

(b) Notwithstanding the passing of risk in the goods property in the goods shall remain vested in the Company until the Purchase price in respect thereof has been paid to the Company.

(c) Payments received by the Company from the Purchaser shall be applied to discharge the Purchaser's debts to the Company in the order in which such debts shall have arisen notwithstanding that payments may be made by the Purchaser in purported discharge of a subsequent debt or debts pursuant to the Company's invoice or invoices therefore.

(d) Until property in the goods passes to the Purchaser the Purchaser shall hold the goods as the Company's bailee and shall store or mark them so that they can at all times be identified as the Company's property.

(e) The Company shall be entitled at any time before the property passes to the Purchaser to enter the Purchaser's premises to repossess and remove any of the goods and in so doing shall be entitled to dismantle any goods from equipment or products to which they have been attached without being liable for any damage caused thereby whereupon the Purchaser's right to use or deal in the goods shall terminate.

(f) Until property in the goods passes to the Purchaser any proceeds of the sale of the goods by the Purchaser shall be held in trust for the Company.

(g) The Company shall be entitled to maintain an action for the price of any goods notwithstanding that property in them has not passed to the Purchaser.

(a) The Company will make good by repair, or at the Company's option by the supply of a replacement, defects which under proper storage and use appear in the goods within the period of twelve calendar months after the goods have been delivered and arise solely from faults in design or materials or workmanship.

(b) The warranty given in this clause is subject to the following provisos, namely:

(i) that the Purchaser shall have followed all instructions issued by the Company in relation to the goods;

(ii) that in the case of defects which would have been reasonably apparent to the Purchaser on reasonable examination of the goods on delivery, the Purchaser shall notify the Company of the defects in writing within fourteen working days of delivery;

(iii) that in the case of any other defects, the Purchaser shall notify the Company of the defects in writing within seven working days of the date when the defect becomes apparent;

(iv) that where in discharge of its obligations under the Warranty given in this clause the Company agrees that the Purchaser may undertake any repair or remedial work on its behalf, the cost of such work shall be agreed in writing between the Purchaser and the Company before the commencement of any such repair or remedial work.

(v) the foregoing provisions of this Condition 12 is the Company's sole liability whether in contract tort or otherwise in respect of defects in goods after they have been delivered.

(a) The Company shall indemnify the Purchaser against direct damage to the Purchaser's property caused by the negligence of the Company its subcontractors or agents provided that the Company's total liability in respect of any incident or series of incidents arising from a common cause shall not exceed three hundred thousand Pounds Sterling,

(b) Without prejudice to paragraph 13(a) the Company's liability to the Purchaser arising from or connected with any breach of contract by the Company shall not exceed three hundred thousand Pounds Sterling. (c) The Company shall not be liable to the Purchaser for any loss of contracts or profit or for any indirect special or consequential loss suffered by the Purchaser or save as expressly stated in these terms and conditions for any loss damage or injury of any kind whatsoever suffered by the Purchaser caused by or arising out of the Company's breach of contract tortious act or omission or breach of statutory duty.

(d) All conditions warranties and terms implied by law (other than as to title) are hereby excluded.

(e) Nothing in these conditions shall limit the Purchaser's liability for death or personal injury.

(f) The provisions of this Condition 13 shall survive any termination of any contract for the supply of goods,

All contracts for items not included in the Company's catalogues are entered into on the condition that the Purchaser will accept under or over delivery to the extent of 10% of the units contracted for.

If the Company does not receive forwarding instructions sufficient to enable it to deliver the goods within fourteen days after the date of notification to the Purchaser that they are ready for dispatch, the Company shall be entitled to arrange storage either at its own premises or elsewhere on the Purchaser's behalf whereupon risk in the goods shall pass to the Purchaser the purchase price of such goods shall become payable by the Purchaser and all costs of storage and insurance of the goods shall be payable by the Purchaser.

All descriptions and illustrations and particulars of weights and dimensions issued by the Company in catalogues, price lists, advertising matter and forwarding specifications are by way of general descriptions and approximate only and shall not form part of any contract or give rise to any liability on the part of the Company.

It is the policy of the Company to endeavour to develop and improve its products and accordingly the Company reserves the right to change all specifications without prior notification or public announcement pursuant to such policy. Provided that nothing in this clause shall oblige the Purchaser to accept goods which do not reasonably comply with the contract.

(a) If notified promptly in writing of any claim or action brought against the Purchaser that the possession use or sale of the goods by the Purchaser infringes any United Kingdom intellectual property rights (including without limitation any patent, copyright, registered design or trademark), the Company warrants that it will defend or cause to be defended such claim or action, provided that the Company shall have sole control of the defence and all negotiations for settlement, and that the Purchaser shall provide all reasonable assistance requested by the Company in defending any claim or action at the cost or expense of the Company.

(b) If the Customer's possession use or sale of the goods is held by a court of competent jurisdiction to constitute such an infringement or if the Company concedes that such possession use or sale is likely to constitute such an infringement then the Company shall at its option promptly and at its own expense:

(i) procure for the Customer the right to continue possessing using and selling the goods; or

(ii) modify or replace the goods (without detracting from the overall performance) so as to avoid the infringement; or

(iii) accept the return of the goods and refund to the Purchaser the price paid for the goods.

(c) The foregoing warranty shall not apply to any infringement arising from the combination of the goods with any equipment or product not supplied by the Company or from any modification to the goods made by the Customer or a third party or from the Company following the Customer's own designs specifications or requirements as to which the Purchaser agrees to hold the Company harmless.

(d) The foregoing warranty sets out the Company's sole and exclusive liability in relation to the infringement of the intellectual property rights of third parties arising from the possession use or sale of the goods by the Purchaser.

In the event that any distress or execution is levied upon the property of the Purchaser or if the Purchaser offers to make an arrangement with or for the benefit of its creditors, or bankruptcy proceedings are instituted by or against the Purchaser or (being a limited company) has a receiver or administrator appointed or its undertakings or assets or any part thereof, or (save for the purposes of a reconstruction or amalgamation without insolvency) goes into liquidation or shall be unable to pay its debts within the meaning of Section 123 Insolvency Act 1986, the Company shall thereupon be entitled without prejudice to its other rights, forthwith to suspend all further deliveries until such time as the Company sees fit or to determine the contract or any unfulfilled part thereof,

Any performance figures given by the Company are based on its experience and are such as the Company expects to obtain on test in its works. The Company shall have no liability for failure to attain such figures unless the Company has specifically guaranteed them in writing subject to the recognised tolerances acceptable to such figures.

All drawings descriptions and other information submitted by the Company shall remain the property of the Company together with the copyright therein and promptly upon request by the Company the Purchaser shall return the same to the Company,

The Purchaser shall not assign any of its rights or obligations under the contract without the Company's prior written consent. The Company shall have the right to assign or otherwise delegate all or any of its rights or obligations under the contract upon notification to the Purchaser.

The failure on the part of the Company to exercise or enforce any rights conferred under the Contract shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement thereof or of any other right on any later occasion.

(a) These conditions of sale together with any order and acceptance set out the entire agreement and understanding between the Company and the Purchaser in respect of the subject matter hereof and shall supersede any prior agreement or representation in respect thereof.

(b) No waiver of or modification to any contract for the supply of goods shall take effect unless in writing and signed by authorised representatives of both the Company and the Purchaser Neither the course of conduct between the Company and the Purchaser nor trade usage shall modify the provisions of any contract for the supply of goods. If the Purchaser issues a Purchase Order or other document relating to the purchase of goods the standard terms and conditions contained therein shall be of no force or effect.

24 Legal Construction

These general conditions of sale shall be construed in accordance with the laws of England,