1. a. The conditions set out below are the only terms on which we are prepared to do our business unless a variation is specifically agreed in writing signed by a director of SPEEDMALT LTD (" The company") personally, if a purchaser or prospective perchance wishes to negotiate a variation of the conditions either generally or in relation to a specific transaction he must state such desire in writing by letter addressed for the personal attention of a director of the company, when the matter will be given attention. By not sending such letter the purchaser or prospective purchaser acknowledges that he accepts these conditions and that as between himself and the company any standard terms which may appear on any of his stationary shall be of no effect.
b. All goods offered are subject to remaining unsold.
c. Quotations, offers and tenders are for the whole of the goods or service for which quotations are given by the company and the company reserves the right to refuse acceptance of any orders which constitute only part of the goods or services forming part of the quotation, offer or tender.
d. Any quotation is open for acceptance for a period of 21 days from the date of the quotation. The company reserves the right to requote after this date.
e. If any order is not placed, the purchaser is liable to reimburse any expenses incurred by the company at the purchaser's request.

2. Subject to it being confirmed in writing or to it being detailed within the sales invoice, the sellers warrant that at the time of delivery the goods are in good working order, and that if any defect appears within the time stated on the invoice after delivery and notice is given within seven days of the defect appearing and if the goods have at all times been used reasonably and normally by competent persons and the buyers have not attempted to repair or alter the goods or otherwise interfere with them, the sellers will rectify the defect, or at their own option replace the goods. All transport for repair of the goods shall be at the buyer's cost.

3. The above warranty and undertaking do not apply if (a ) goods are new and the makers guarantee is available (whether taken or not) or (b) the goods are second-hand and are bought "ex-site", that is when the goods are located on the premises of a third party available for inspection (whether in fact inspected or not) or (c) the goods are located on the companies premises and are purchased without the benefit of any guarantee or warranty. Where at the time the defect appears the goods are outside the United Kingdom the sellers undertaking is limited to the replacement of any defective part.

4. All terms implied by the sale of goods act regarding any description of the goods or their quality, condition or fitness for any purpose are excluded. Sale is strictly on the terms that the buyer has every opportunity to examine the goods and must satisfy himself as to their condition and suitability. In particular it must be understood that descriptions, and especially details given in catalogues or similar documents are approximate only and are subject to check by the buyers, any forecast regarding performance or details of the goods in the documents or by word of mouth are not in any way binding unless confirmed by the contract, they do not form any part of the contract unless expressly agreed in writing on acceptance of the order.

5. The price unless otherwise stated does not include the cost of any dismantling, transport, shipping, erection, installation or value added tax.

6. The seller shall be entitled to increase the price of any goods and any other charges in proportion to any increase to them in the cost of goods, materials, labour and overheads (including taxes, levies and currency exchange rate) between the date of the contract and the date of delivery, the amount if not agreed to be decided by arbitration. If any increase claimed exceeds 10% of the total price the sellers entitle the buyers to be able to terminate the contracts by notification in writing within seven days, but if the goods have been delivered shall continue to be liable for the original price until the goods have been returned in good working order at the buyer's expense.

7. Delivery to the buyer's is complete when the goods (whether to be transported by the buyers, seller or any other persons) are loaded on the transport for dispatch to the buyers and the risk then passes on to the buyers, who should arrange their own insurance. Title to the goods does not pass until the full price, and any other charges are paid and until then the buyers are not at liberty to sell, or otherwise dispose of the goods and neither can they assign this contract.

8. Where the sellers notify that the goods are ready for collection and the buyer fails to take delivery or give transport instructions, they shall be liable for storage charges (this to include an allowance for insurance as actually kept on hand, by the sellers) on a day to day basis after the first 28 days.

9. The sellers shall be under no legal obligation for delay, but if notice requiring delivery to the buyers is not fulfilled within 28 days from due date of delivery then the buyer may, by written means, cancel the order.

10. After the delivery, the sellers are not liable for damage or injury to any persons arising from the goods or defect in them or use made of them, and the buyers shall indemnify the sellers against any such claim and shall effect any necessary insurance.

11. The sellers shall not be liable for (in no circumstances whatsoever) consequential loss of any kind (including spoilt materials and loss of profit).

12. Notwithstanding delivery, title to the goods shall remain with the Seller, until the Buyer has paid in full. Therefore, if such payment is overdue in whole or in, part Seller may (without prejudice to any of his other rights) recover or resell the goods or any of them and may enter upon Buyer' s premises for that purpose. If any of the goods are incorporated in other goods before such payments, the property in the whole of such goods shall be and remain with the Seller until such payment has been made.

13. Orders placed cannot be cancelled except with the Company's written consent and on terms which will indemnify the Company against any damage or consequential loss. Goods returned without the Company's consent will not be accepted for credit.

14. In the event of the performance of any obligation accepted by the Company being prevented, delay or any way interfered with by either:
(i) direction of government, war, industrial dispute, strike, breakdown of machinery or plant, accident, fire or by any cause beyond its control or:
(ii) Non-delivery by the Company's suppliers or damage to or destruction of the whole part of the goods. The Company may at its option suspend performance or cancel its obligations under the contract without liability for any damage or consequential loss resulting therefore, such suspension or cancellation being without prejudice to the Company's right to recover all sums owing to it in respect of consignment delivered and cost incurred to date.

15. (a) save where:
(i) the absolute prohibitions against exclusion and restriction of liability contained in Sections 2(i) and 6(i) of the Unfair Contract Terms Act 1977 apply and
(ii) the absolute prohibitions against exclusion or restriction of liability contained in Sections 6(ii) of the Unfair Contracts Terms Act 1977 applies the purchaser must rely on its own skill and judgement in relation to the Goods and the Company shall be under no liability whatsoever to the Purchaser for any defect in, failure of, or unsuitability for any purpose of the Goods or any part thereof whether the same be due to any act, omission, negligence of wilful default of the company or its servants or agents or to faulty design, workmanship or materials or to any other cause whatsoever, and all conditions, warranties or other terms whether express or implied statutory or otherwise, inconsistent with the previsions of the Conditions are hereby expressly excluded.
(b) The purchaser is advised to review his own insurance position or alternatively to negotiate with the Company with a view to the Company accepting greater liability to be covered by insurance in consideration of an increase in the price and it as advised to test the Good's before using them in order to ascertain their fitness or suitability for the Purchaser's purpose as the Company is unable to accept any greater liability that that accepted under Condition 15(a) above.
(c) All, if any, statements, recommendations and advice given by the Company or the Company's servants or agents to the Purchaser or its servants or agents as to any matter relating to the Goods while given without responsibility and shall not give rise to any liability whatsoever on the part of the Company and the Purchaser shall be deemed to have represented and warranted to the Company by placing an order that no representation has been made to it by or on behalf of the Company that has in any way induced the Purchaser to enter into the Contract with the Company.

16. If any distress or execution shall be levied upon the Purchaser or if the Purchaser shall enter into any negotiation or arrangement or composition with its creditors or if any resolution is proposed or petition presented to wind up the Purchaser or if a Receiver of the Purchaser's assets or undertaking or any part thereof shall be appointed, the Company shall be entitled to determine forthwith any contract then subsisting without prejudice to any other claim or right the Company might exercise.

17. The purchaser is to indemnify the Company against any claims whatsoever for damages and costs against all liability in respect of any infringement of patent rights resulting from compliance with the purchaser's instructions express or implied.

18. The London Chamber of Commerce and Industry Standard Condition of Sale (1972 Edition) (UK Exports) as amended applies. However, the following clause will prevail over any statement or implication to the contrary in the London Chamber of Commerce and Industry Standard Condition of Sale (1972 Edition) (UK Exports) as amended, namely:
Goods sold for export outside the U.K may be inspected at the purchaser's cost before despatch should the purchasers wish. The company accepts no responsibility whatsoever after despatch.

19. If any work including attendance is undertaken by the Company on the purchaser's premises in connection with an order then the purchaser shall indemnify the Company in respect of all claims or proceedings taken against the Company by any third party including but not limited to the Company's employees, the purchaser's employees of any contractor employed by the personal representatives or dependents of such employee or other third party in respect of personal injury or damage to property (including damage as a result of fire or explosion) caused by or arising out of the work in any manner whatsoever.

20. The application of the Uniform Law on international sales shall be excluded. The construction validity and performance of these conditions shall be governed by the Laws of England and any claim or dispute arising there from shall be subject to the exclusive jurisdiction of the English Courts.