Please ensure that you have read these before placing an order.

Our Contact details:

Registered Offices & Works Address

TECNI Ltd
Unit 10 Evercreech Way
Walrow Industrial Estate
Highbridge
Somerset
TA9 4AR
United Kingdom

Tel: +44 (0)1278 773510 
Email: sales@tecni.uk
VAT Registration Number GB 864 5873 77
Registered in England Company No. 5340355

1. Interpretation

1.1 In these Conditions:-

"BUYER"
means the person who accepts a quotation of the Seller for the sale of
the Goods or whose order for the Goods is accepted by the Seller

"GOODS"
means the goods (including any instalment of the goods or any parts for
them) which the Seller is to supply in accordance with these Conditions

"SELLER" means TECNI LTD (or any associated or subsidiary company of it)

"CONDITIONS"
means the standard terms and conditions of sale set out in this
document and (unless the context otherwise requires) includes any
special terms and conditions agreed in writing between the Buyer and the
Seller

"CONTRACT" means the contract for the purchase and sale of the Goods

"WRITING" includes telex, cable, facsimile transmission and comparable means of communication

1.2
Any reference in these Conditions to any provision of a statute shall
be construed as a reference to that provision as amended, re-enacted or
extended at the relevant time.

2. Basis of the Sale

2.1 The
Seller shall sell and the Buyer shall purchase the Goods in accordance
with any written quotation of the Seller which is accepted by the Buyer,
or any order of the Buyer which is accepted by the Seller, subject in
either case to these Conditions, which shall govern the Contract to the
exclusion of any other terms and conditions subject to which any such
quotation is accepted or purported to be accepted, or any such order is
made or purported to be made, by the Buyer.

3. Orders and specifications

3.1
No order submitted by the Buyer shall be deemed to be accepted by the
Seller unless and until confirmed in Writing by the Seller's authorised
representative.

3.2 The Buyer shall be responsible to the Seller
for ensuring the accuracy of the terms of any order (including any
applicable specification) submitted by the Buyer, and for giving the
Seller any necessary information relating to the Goods within a
sufficient time to enable the Seller to perform the Contract in
accordance with its terms.

3.3 The quantity, quality and
description of and any specification for the Goods shall be those set
out in the Seller's quotation (if accepted by the Buyer) or the Buyer's
order (if accepted by the Seller).

3.4 If the Goods are to be
manufactured or any process is to be applied to the Goods by the Seller
in accordancewith a specification submitted by the Buyer, the Buyer
shall indemnify the Seller against all loss, damages, costs and expenses
awarded against or incurred by the Seller in connection with or paid or
agreed to be paid by the Seller in settlement of any claim for
infringement of any patent, copyright, design, trade mark or other
industrial or intellectual property rights of any other person which
results from the Seller's use of the Buyer's specification.

3.5
The Seller reserves the right to make any changes in the specificationof
theGoods which are required to conform to any applicable statutory
requirements or EC requirements or, where the Goods are to be supplied
to the Seller's specification, which do not materially affect their
quality or performance.

3.6 No order which has been accepted by
the Seller may be cancelled by the Buyer except with the agreement in
Writing of the Seller and on terms that the Buyer shall indemnify the
Seller in full against all loss (including loss of profit), costs
(including the cost of all labour and materials used), damages, charges
and expenses incurred by the Seller as a result of cancellation.

4. Price of the Goods

4.1
The price of the Goods shall be the Seller's quoted price or, where no
price has been quoted (or a quoted price is no longer valid), the price
listed in the Seller's published price list current at the date of
despatch of the order. Where the goods are for export from the United
Kingdom, the Seller's published export price list shall apply. All
prices quoted are valid for 30 days only or until earlier acceptance by
the Buyer, after which time they may be altered by the Seller without
giving notice to the Buyer.

4.2 The Seller reserves the right, by
giving notice to the Buyer at any time before delivery, to increase the
price of the Goods to reflect any increase in the cost to the Seller
which is due to any factor beyond the control of the Seller (such as,
without limitation, any foreign exchange fluctuation, currency
regulation, alteration of duties, significant increase in the costs of
labour, materials or other costs of manufacture), any change in delivery
date, quantities or specifications for the Goods which is requested by
the Buyer, or any delay caused by any instructions of the Buyer or
failure of the Buyer to give the Seller adequate information or
instructions.

4.3 Except as otherwise stated under the terms of
any quotation or in any price list of the Seller, and unless otherwise
agreed in Writing between the Buyer and the Seller, all prices are given
by the Seller on a delivered basis, but where the Seller agrees to
deliver the Goods otherwise than at the Seller's premises, the Buyer
shall be liable to pay the Seller's additional charges for transport,
packaging and insurance.

4.4 The price is exclusive of any
applicable value added tax, which the Buyer shall be additionally liable
to pay to the Seller at the prevailing rate applicable at the time of
despatch of the goods.

5. Terms of payment

5.1 Subject to
any special terms agreed in Writing between the Buyer and the Seller,
the Seller shall be entitled to invoice the Buyer for the price of the
Goods on or at any time after delivery of the Goods, unless the Goods
are to be collected by the Buyer or the Buyer wrongfully fails to take
delivery of the Goods, in which event the Seller shall be entitled to
invoice the Buyer for the price at any time after the Seller has
notified the Buyer that the Goods are ready for collection or (as the
case may be) the Seller has tendered delivery of the Goods.

5.2
The Buyer shall pay the price of the Goods within 30 days (or a
pre-agreed period of time for specific Customers) of the date of the
Seller's invoice, notwithstanding that delivery may not have taken place
and the property in the Goods has not passed to the Buyer. The time of
payment of the price shall be of the essence of the Contract. Receipts
for payment will be issued only upon request.

5.3 If the Buyer
fails to make any payment on the due date then, without prejudice to any
other right or remedy available to the Seller, the Seller shall be
entitled to cancel the contract or suspend any furtherdeliveries to the
Buyer; and charge the Buyer interest (both before and after any
judgment) on the amount unpaid, at the rate of 3 per cent per annum
above the United Kingdom base rate of interest from time to time, until
payment in full is made (a part of a month being treated as a full month
for the purposeofcalculating interest).

5.4 Where delivery is made by instalments each separate delivery shall constitute a separate order for the purposes of payment.

6. Delivery

6.1
Any dates quoted for delivery of the Goods are approximate only and the
Seller shall not be liable for any delay in delivery of the Goods
howsoever caused. Time for delivery shall not be of the essence unless
previously agreed by the Seller in writing. The Goods or any part of
them may be delivered by the Seller in advance of the quoted delivery
dateupon givingreasonable notice to the Buyer.

6.2 Where the Goods
are to be delivered in instalments, each delivery shall constitute a
separate contract and failure by the Seller to deliver any one or more
of the instalments in accordance with these Conditions or any claim by
the Buyer in respect of any one or more instalments shall not entitle
the Buyer to treat the Contract as a whole as repudiated.

6.3 If
the Seller fails to deliver the Goods for any reason other than any
cause beyond the Seller's reasonable control or the Buyer's fault, the
Buyer shall give written notice to the Seller within 7 days of the
expected date of delivery and the Seller's liability shall be limited to
the excess (if any) of the cost to the Buyer (in the cheapest available
market) of similar goods to replace those not delivered over the price
of the Goods.

6.4 If the Buyer fails to take delivery of the Goods
or fails to give the Seller adequate delivery instructions at the time
stated for delivery (otherwise than by reason of any cause beyond the
Buyer's reasonable control or by reason of the Seller's fault) then,
without prejudice to any other right or remedy available to the Seller,
the Seller may store the Goods until actual delivery and charge the
Buyer for the reasonable costs (including insurance) of the storage; or
sell the Goods at the best price readily obtainable and (after deducting
all reasonable storage and selling expenses) charge the Buyer for any
shortfall below the price under the Contract.

7. Risk and property

7.1 Risk of damage to or loss of the Goods shall pass to the Buyer:

7.1.1
in the case of Goods to be delivered otherwise than at the Buyer's
premises at the time when the Seller notifies the Buyer that the Goods
are available for collection; or

7.1.2 in the case of Goods to be
delivered at the Buyer's premises, at the time of delivery or, if the
Buyer wrongfully fails to take delivery of the Goods, the time when the
Seller has tendered delivery of the Goods.

7.2 Notwithstanding
delivery and the passing of risk in the Goods, or any other provision of
these Conditions, the property in 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 and previously invoiced whether or not actually
delivered.

7.3 Until such time as the property in the Goods passes
to the Buyer, the Buyer shall hold the Goods as the Seller's 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 Seller's property, but shall be entitled to re-sell or
use the Goods in the ordinary course of its business.

7.4 Until
such time as the property in the Goods passes to the Buyer (and provided
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 any premises of the Buyer or any third party where the Goods are
stored and repossess the Goods.

7.5 The Buyer shall not be
entitled to pledge or in any way charge by way of security for any
indebtedness any of the Goods which remain the property of the Seller,
but if the Buyer does so all moneys owing by the Buyer to the Seller
shall (without prejudice to any other right or remedy of the Seller)
forthwith become due and payable.

8. Warranties and liability

8.1
Subject to the conditions set out below the Seller warrants that the
Goods will correspond with their specification at the time of delivery
which specifications shall be determined by the terms of the Contract
and not by any drawings, photographs, illustrations or other descriptive
matter accompanying the Seller's estimates or contained in any
advertising matter.

8.2.1 The Seller shall be under no liability
in respect of any defect in the Goods arising from any drawing, design
or specification supplied by the Buyer;

8.2.2 the Seller shall be
under no liability in respect of any defect arising from fair wear and
tear, wilful damage, negligence, abnormal working conditions, failure to
follow the Seller's instructions (whether oral or in writing) misuse or
alteration or repair of the Goods without the Seller's approval;

8.2.3
the Seller shall be under no liability under the above warranty (or any
other warranty, condition or guarantee) if the total price for the
Goods has not been paid by the due date for payment;

8.2.4 the
above warranty does not extend to parts, materials or equipment not
manufactured by the Seller, in respect of which the Buyer shall only be
entitled to the benefit of any such warranty or guarantee as is given by
the manufacturer to the Seller.

8.3 Subject as expressly provided
in these Conditions, and except where the Goods are sold to a person
dealing as a consumer (within the meaning of the Unfair Contract Terms
Act l977), all warranties, conditions or other terms implied by statute
or common law are excluded to the fullest extent permitted by law.

8.4
Any claim by the Buyer which is based on any defect in the quality or
condition of the Goods or their failure to correspond with specification
shall (whether or not delivery is refused by the Buyer) be notified to
the Seller within 7 days from the date of delivery. If delivery is not
refused, and the Buyer does not notify the Seller accordingly, the Buyer
shall not be entitled to reject the Goods and the Seller shall have no
liability for such defect or failure, and the Buyer shall be bound to
pay the price as if the Goods had been delivered in accordance with the
Contract.

8.5 Where any valid claim in respect of any of the Goods
which is based on any defect in the quality or condition of the Goods
or their failure to meet specification is notified to the Seller in
accordance with these Conditions, the Seller shall be entitled to
replace the Goods (or the part in question) free of charge or, at the
Seller's sole discretion, refund to the Buyer the price of the Goods (or
a proportionate part of the price) in respect of which liability
arises, but the Seller shall have no further liability to the Buyer.

8.6
Except in respect of death or personal injury caused by the Seller's
negligence, the Seller shall not be liable to the Buyer by reason of any
representation, or any implied warranty, condition or other term, or
any duty at common law, or under the express terms of the Contract, for
any consequential loss or damage (whether for loss of profit or
otherwise), costs, expenses or other claims for consequential whatsoever
(and whether caused by the negligence of the Seller, its employees or
agents or otherwise) which arise out of or in connection with the supply
of the Goods or their use or resale by the Buyer, and the entire
liability of the Seller under or in connection with the Contract shall
not exceed the price of the Goods, except as expressly provided in these
Conditions.

8.7 The Seller shall not be liable to the Buyer or be
deemed to be in breach of the Contract by reason of any delay in
performing, or any failure to perform, any of the Seller's obligations
in relation to the Goods, if the delay or failure was due to any cause
beyond the Seller's reasonable control. Without prejudice to the
generality of the foregoing, the following shall be regarded as causes
beyond the Seller's reasonable control:

8.7.1 Act of God, explosion, flood, tempest, fire or accident;

8.7.2 war or threat of war, sabotage, insurrection, civil disturbance or requisition;

8.7.3
acts, restrictions, regulations, by-laws, prohibitions or measures of
any kind on the part of any governmental, parliamentary or local
authority;

8.7.4 import or export regulations or embargoes;

8.7.5
strikes, lock-outs or other industrial actions or trade disputes
(whether involving employees of the Seller or of a third party);

8.7.6 difficulties in obtaining raw materials, labour, fuel, parts or machinery;

8.7.7 power failure or breakdown in machinery.

9. Insolvency of Buyer

9.1 This clause applies if:

9.1.1
the Buyer makes any voluntary arrangement with its creditors or becomes
subject to an administration order or (being an individual or firm)
becomes bankrupt or (being a company) goes into liquidation (otherwise
than for the purposes ofamalgamation or reconstruction); or

9.1.2 an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer; or

9.1.3 the Buyer ceases, or threatens to cease, to carry on business; or

9.1.4
the Seller reasonably apprehends that any of the events mentioned above
is about to occur in relation to the Buyer and notifies the Buyer
accordingly.

9.2 If this clause applies then, without prejudice to
any other right or remedy available to the Seller, the Seller shall be
entitledto cancel theContract or suspend any further deliveries under
the Contract without any liability to the Buyer, and if the Goods have
been delivered but not paid for the price shall become immediately due
and payable notwithstanding any previous agreement or arrangement to the
contrary.

10. Export Terms

10.1 In these Conditions
"Incoterms" means the international rules for the interpretation of
trade terms of the International Chamber of Commerce as in force at the
date when the Contract is made. Unless the context otherwise requires,
any term or expression which is defined in or given a particular meaning
by the provisions of Incoterms shall have the same meaning in these
Conditions, but if there is any conflict between the provisions of
Incoterms and these Conditions, the latter shall prevail.

10.2
Where the Goods are supplied for export from the United Kingdom, the
provisions of this clause 11 shall (subject to any special terms agreed
in writing between the Buyer and the Seller) apply notwithstanding any
other provision of these Conditions.

10.3 The Buyer shall be
responsible for complying with any legislation or regulations governing
the importation of the Goods into the country of destination and for the
payment of any duties thereon.

10.4 Unless otherwise agreed in
Writing between the Buyer and the Seller, the Goods shall be delivered
to the air or sea port of shipment and the Seller shall be under no
obligation to give notice under section 32(3) of the Sale of Goods Act
1979.

10.5 Payment of all amounts due to the Seller shall be made
by irrevocable letter of credit opened by the Buyer in favour of the
Seller and confirmed by a bank in England acceptable to the Seller or,
if the Seller has agreed in Writing on or before acceptance of the
Buyer's order to waive this requirement, by acceptance by the Buyer and
delivery to the Seller of a current account cheque in sterling drawn on a
Bank in England within 30 days of the invoice date.

11. General

11.1
Any notice required or permitted to be given by either party to the
other under these Conditions shall be in Writing addressed to that other
party at its registered office or principal place of business or such
other address as may at the relevant time have been notified pursuant to
this provision to the party giving the notice.

11.2 No waiver by
the Seller of any breach of the Contract by the Buyer shall be
considered as a waiver of any subsequent breach of the same or any other
provision.

11.3 If any provision of these Conditions is held by
any competent authority to be invalid or unenforceable in whole or in
part the validity of the other provisions of these Conditions and the
remainder of the provision in question shall not be affected thereby.

11.4
The Contract shall be governed by the Laws of England and the parties
agree to submit to the non-exclusive jurisdiction of the English Courts.

Terms & Conditions of Sale

1. Interpretation

1.1 In these Conditions:-

"BUYER"
means the person who accepts a quotation of the Seller for the sale of
the Goods or whose order for the Goods is accepted by the Seller

"GOODS"
means the goods (including any instalment of the goods or any parts for
them) which the Seller is to supply in accordance with these Conditions

"SELLER" means TECNI LTD (or any associated or subsidiary company of it)

"CONDITIONS"
means the standard terms and conditions of sale set out in this
document and (unless the context otherwise requires) includes any
special terms and conditions agreed in writing between the Buyer and the
Seller

"CONTRACT" means the contract for the purchase and sale of the Goods

"WRITING" includes telex, cable, facsimile transmission and comparable means of communication

1.2
Any reference in these Conditions to any provision of a statute shall
be construed as a reference to that provision as amended, re-enacted or
extended at the relevant time.

2. Basis of the Sale

2.1 The
Seller shall sell and the Buyer shall purchase the Goods in accordance
with any written quotation of the Seller which is accepted by the Buyer,
or any order of the Buyer which is accepted by the Seller, subject in
either case to these Conditions, which shall govern the Contract to the
exclusion of any other terms and conditions subject to which any such
quotation is accepted or purported to be accepted, or any such order is
made or purported to be made, by the Buyer.

3. Orders and specifications

3.1
No order submitted by the Buyer shall be deemed to be accepted by the
Seller unless and until confirmed in Writing by the Seller's authorised
representative.

3.2 The Buyer shall be responsible to the Seller
for ensuring the accuracy of the terms of any order (including any
applicable specification) submitted by the Buyer, and for giving the
Seller any necessary information relating to the Goods within a
sufficient time to enable the Seller to perform the Contract in
accordance with its terms.

3.3 Thequantity, quality and
description of and any specification for the Goods shall be those set
out in the Seller's quotation (if accepted by the Buyer) or the Buyer's
order (if accepted by the Seller).

3.4 If the Goods are to be
manufactured or any process is to be applied to the Goods by the Seller
in accordancewith a specification submitted by the Buyer, the Buyer
shall indemnify the Seller against all loss, damages, costs and expenses
awarded against or incurred by the Seller in connection with or paid or
agreed to be paid by the Seller in settlement of any claim for
infringement of any patent, copyright, design, trade mark or other
industrial or intellectual property rights of any other person which
results from the Seller's use of the Buyer's specification.

3.5
The Seller reserves the right to make any changes in the specificationof
theGoods which are required to conform to any applicable statutory
requirements or EC requirements or, where the Goods are to be supplied
to the Seller's specification, which do not materially affect their
quality or performance.

3.6 No order which has been accepted by
the Seller may be cancelled by the Buyer except with the agreement in
Writing of the Seller and on terms that the Buyer shall indemnify the
Seller in full against all loss (including loss of profit), costs
(including the cost of all labour and materials used), damages, charges
and expenses incurred by the Seller as a result of cancellation.

4. Price of the Goods

4.1
The price of the Goods shall be the Seller's quoted price or, where no
price has been quoted (or a quoted price is no longer valid), the price
listed in the Seller's published price list current at the date of
despatch of the order. Where the goods are for export from the United
Kingdom, the Seller's published export price list shall apply. All
prices quoted are valid for 30 days only or until earlier acceptance by
the Buyer, after which time they may be altered by the Seller without
giving notice to the Buyer.

4.2 The Seller reserves the right, by
giving notice to the Buyer at any time before delivery, to increase the
price of the Goods to reflect any increase in the cost to the Seller
which is due to any factor beyond the control of the Seller (such as,
without limitation, any foreign exchange fluctuation, currency
regulation, alteration of duties, significant increase in the costs of
labour, materials or other costs of manufacture), any change in delivery
date, quantities or specifications for the Goods which is requested by
the Buyer, or any delay caused by any instructions of the Buyer or
failure of the Buyer to give the Seller adequate information or
instructions.

4.3 Except as otherwise stated under the terms of
any quotation or in any price list of the Seller, and unless otherwise
agreed in Writing between the Buyer and the Seller, all prices are given
by the Seller on a delivered basis, but where the Seller agrees to
deliver the Goods otherwise than at the Seller's premises, the Buyer
shall be liable to pay the Seller's additional charges for transport,
packaging and insurance.

4.4 The price is exclusive of any
applicable value added tax, which the Buyer shall be additionally liable
to pay to the Seller at the prevailing rate applicable at the time of
despatch of the goods.

5. Terms of payment

5.1 Subject to
any special terms agreed in Writing between the Buyer and the Seller,
the Seller shall be entitled to invoice the Buyer for the price of the
Goods on or at any time after delivery of the Goods, unless the Goods
are to be collected by the Buyer or the Buyer wrongfully fails to take
delivery of the Goods, in which event the Seller shall be entitled to
invoice the Buyer for the price at any time after the Seller has
notified the Buyer that the Goods are ready for collection or (as the
case may be) the Seller has tendered delivery of the Goods.

5.2
The Buyer shall pay the price of the Goods within 30 days (or a
pre-agreed period of time for specific Customers) of the date of the
Seller's invoice, notwithstanding that delivery may not have taken place
and the property in the Goods has not passed to the Buyer. The time of
payment of the price shall be of the essence of the Contract. Receipts
for payment will be issued only upon request.

5.3 If the Buyer
fails to make any payment on the due date then, without prejudice to any
other right or remedy available to the Seller, the Seller shall be
entitled to cancel the contract or suspend any furtherdeliveries to the
Buyer; and charge the Buyer interest (both before and after any
judgment) on the amount unpaid, at the rate of 3 per cent per annum
above the United Kingdom base rate of interest from time to time, until
payment in full is made (a part of a month being treated as a full month
for the purposeofcalculating interest).

5.4 Where delivery is made by instalments each separate delivery shall constitute a separate order for the purposes of payment.

6. Delivery

6.1
Any dates quoted for delivery of the Goods are approximate only and the
Seller shall not be liable for any delay in delivery of the Goods
howsoever caused. Time for delivery shall not be of the essence unless
previously agreed by the Seller in writing. The Goods or any part of
them may be delivered by the Seller in advance of the quoted delivery
dateupon givingreasonable notice to the Buyer.

6.2 Where the Goods
are to be delivered in instalments, each delivery shall constitute a
separate contract and failure by the Seller to deliver any one or more
of the instalments in accordance with these Conditions or any claim by
the Buyer in respect of any one or more instalments shall not entitle
the Buyer to treat the Contract as a whole as repudiated.

6.3 If
the Seller fails to deliver the Goods for any reason other than any
cause beyond the Seller's reasonable control or the Buyer's fault, the
Buyer shall give written notice to the Seller within 7 days of the
expected date of delivery and the Seller's liability shall be limited to
the excess (if any) of the cost to the Buyer (in the cheapest available
market) of similar goods to replace those not delivered over the price
of the Goods.

6.4 If the Buyer fails to take delivery of the Goods
or fails to give the Seller adequate delivery instructions at the time
stated for delivery (otherwise than by reason of any cause beyond the
Buyer's reasonable control or by reason of the Seller's fault) then,
without prejudice to any other right or remedy available to the Seller,
the Seller may store the Goods until actual delivery and charge the
Buyer for the reasonable costs (including insurance) of the storage; or
sell the Goods at the best price readily obtainable and (after deducting
all reasonable storage and selling expenses) charge the Buyer for any
shortfall below the price under the Contract.

7. Risk and property

7.1 Risk of damage to or loss of the Goods shall pass to the Buyer:

7.1.1
in the case of Goods to be delivered otherwise than at the Buyer's
premises at the time when the Seller notifies the Buyer that the Goods
are available for collection; or

7.1.2 in the case of Goods to be
delivered at the Buyer's premises, at the time of delivery or, if the
Buyer wrongfully fails to take delivery of the Goods, the time when the
Seller has tendered delivery of the Goods.

7.2 Notwithstanding
delivery and the passing of risk in the Goods, or any other provision of
these Conditions, the property in 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 and previously invoiced whether or not actually
delivered.

7.3 Until such time as the property in the Goods passes
to the Buyer, the Buyer shall hold the Goods as the Seller's 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 Seller's property, but shall be entitled to re-sell or
use the Goods in the ordinary course of its business.

7.4 Until
such time as the property in the Goods passes to the Buyer (and provided
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 any premises of the Buyer or any third party where the Goods are
stored and repossess the Goods.

7.5 The Buyer shall not be
entitled to pledge or in any way charge by way of security for any
indebtedness any of the Goods which remain the property of the Seller,
but if the Buyer does so all moneys owing by the Buyer to the Seller
shall (without prejudice to any other right or remedy of the Seller)
forthwith become due and payable.

8. Warranties and liability

8.1
Subject to the conditions set out below the Seller warrants that the
Goods will correspond with their specification at the time of delivery
which specifications shall be determined by the terms of the Contract
and not by any drawings, photographs, illustrations or other descriptive
matter accompanying the Seller's estimates or contained in any
advertising matter.

8.2.1 The Seller shall be under no liability
in respect of any defect in the Goods arising from any drawing, design
or specification supplied by the Buyer;

8.2.2 the Seller shall be
under no liability in respect of any defect arising from fair wear and
tear, wilful damage, negligence, abnormal working conditions, failure to
follow the Seller's instructions (whether oral or in writing) misuse or
alteration or repair of the Goods without the Seller's approval;

8.2.3
the Seller shall be under no liability under the above warranty (or any
other warranty, condition or guarantee) if the total price for the
Goods has not been paid by the due date for payment;

8.2.4 the
above warranty does not extend to parts, materials or equipment not
manufactured by the Seller, in respect of which the Buyer shall only be
entitled to the benefit of any such warranty or guarantee as is given by
the manufacturer to the Seller.

8.3 Subject as expressly provided
in these Conditions, and except where the Goods are sold to a person
dealing as a consumer (within the meaning of the Unfair Contract Terms
Act l977), all warranties, conditions or other terms implied by statute
or common law are excluded to the fullest extent permitted by law.

8.4
Any claim by the Buyer which is based on any defect in the quality or
condition of the Goods or their failure to correspond with specification
shall (whether or not delivery is refused by the Buyer) be notified to
the Seller within 7 days from the date of delivery. If delivery is not
refused, and the Buyer does not notify the Seller accordingly, the Buyer
shall not be entitled to reject the Goods and the Seller shall have no
liability for such defect or failure, and the Buyer shall be bound to
pay the price as if the Goods had been delivered in accordance with the
Contract.

8.5 Where any valid claim in respect of any of the Goods
which is based on any defect in the quality or condition of the Goods
or their failure to meet specification is notified to the Seller in
accordance with these Conditions, the Seller shall be entitled to
replace the Goods (or the part in question) free of charge or, at the
Seller's sole discretion, refund to the Buyer the price of the Goods (or
a proportionate part of the price) in respect of which liability
arises, but the Seller shall have no further liability to the Buyer.

8.6
Except in respect of death or personal injury caused by the Seller's
negligence, the Seller shall not be liable to the Buyer by reason of any
representation, or any implied warranty, condition or other term, or
any duty at common law, or under the express terms of the Contract, for
any consequential loss or damage (whether for loss of profit or
otherwise), costs, expenses or other claims for consequential whatsoever
(and whether caused by the negligence of the Seller, its employees or
agents or otherwise) which arise out of or in connection with the supply
of the Goods or their use or resale by the Buyer, and the entire
liability of the Seller under or in connection with the Contract shall
not exceed the price of the Goods, except as expressly provided in these
Conditions.

8.7 The Seller shall not be liable to the Buyer or be
deemed to be in breach of the Contract by reason of any delay in
performing, or any failure to perform, any of the Seller's obligations
in relation to the Goods, if the delay or failure was due to any cause
beyond the Seller's reasonable control. Without prejudice to the
generality of the foregoing, the following shall be regarded as causes
beyond the Seller's reasonable control:

8.7.1 Act of God, explosion, flood, tempest, fire or accident;

8.7.2 war or threat of war, sabotage, insurrection, civil disturbance or requisition;

8.7.3
acts, restrictions, regulations, by-laws, prohibitions or measures of
any kind on the part of any governmental, parliamentary or local
authority;

8.7.4 import or export regulations or embargoes;

8.7.5
strikes, lock-outs or other industrial actions or trade disputes
(whether involving employees of the Seller or of a third party);

8.7.6 difficulties in obtaining raw materials, labour, fuel, parts or machinery;

8.7.7 power failure or breakdown in machinery.

9. Insolvency of Buyer

9.1 This clause applies if:

9.1.1
the Buyer makes any voluntary arrangement with its creditors or becomes
subject to an administration order or (being an individual or firm)
becomes bankrupt or (being a company) goes into liquidation (otherwise
than for the purposes ofamalgamation or reconstruction); or

9.1.2 an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer; or

9.1.3 the Buyer ceases, or threatens to cease, to carry on business; or

9.1.4
the Seller reasonably apprehends that any of the events mentioned above
is about to occur in relation to the Buyer and notifies the Buyer
accordingly.

9.2 If this clause applies then, without prejudice to
any other right or remedy available to the Seller, the Seller shall be
entitledto cancel theContract or suspend any further deliveries under
the Contract without any liability to the Buyer, and if the Goods have
been delivered but not paid for the price shall become immediately due
and payable notwithstanding any previous agreement or arrangement to the
contrary.

10. Export Terms

10.1 In these Conditions
"Incoterms" means the international rules for the interpretation of
trade terms of the International Chamber of Commerce as in force at the
date when the Contract is made. Unless the context otherwise requires,
any term or expression which is defined in or given a particular meaning
by the provisions of Incoterms shall have the same meaning in these
Conditions, but if there is any conflict between the provisions of
Incoterms and these Conditions, the latter shall prevail.

10.2
Where the Goods are supplied for export from the United Kingdom, the
provisions of this clause 11 shall (subject to any special terms agreed
in writing between the Buyer and the Seller) apply notwithstanding any
other provision of these Conditions.

10.3 The Buyer shall be
responsible for complying with any legislation or regulations governing
the importation of the Goods into the country of destination and for the
payment of any duties thereon.

10.4 Unless otherwise agreed in
Writing between the Buyer and the Seller, the Goods shall be delivered
to the air or sea port of shipment and the Seller shall be under no
obligation to give notice under section 32(3) of the Sale of Goods Act
1979.

10.5 Payment of all amounts due to the Seller shall be made
by irrevocable letter of credit opened by the Buyer in favour of the
Seller and confirmed by a bank in England acceptable to the Seller or,
if the Seller has agreed in Writing on or before acceptance of the
Buyer's order to waive this requirement, by acceptance by the Buyer and
delivery to the Seller of a current account cheque in sterling drawn on a
Bank in England within 30 days of the invoice date.

11. General

11.1
Any notice required or permitted to be given by either party to the
other under these Conditions shall be in Writing addressed to that other
party at its registered office or principal place of business or such
other address as may at the relevant time have been notified pursuant to
this provision to the party giving the notice.

11.2 No waiver by
the Seller of any breach of the Contract by the Buyer shall be
considered as a waiver of any subsequent breach of the same or any other
provision.

11.3 If any provision of these Conditions is held by
any competent authority to be invalid or unenforceable in whole or in
part the validity of the other provisions of these Conditions and the
remainder of the provision in question shall not be affected thereby.

11.4
The Contract shall be governed by the Laws of England and the parties
agree to submit to the non-exclusive jurisdiction of the English Courts.

Our Contact details:

TECNI Ltd

Unit 10 Evercreech Way

Walrow Industrial Estate

Highbridge

Somerset

TA9 4AR

United Kingdom

Tel: +44 (0)1278 773510

Email: sales@tecni.uk

VAT Registration Number GB 864 5873 77

Registered in England Company No. 5340355