Tel: NEW MILLS (01663) 747061Fax: (01663) 746837E-mail: admingmorganward.co.uk

Regd. Office: DALE ROAD • NEW MILLS • HIGH PEAK • DERBYSHIRE • SK22 4NW

Morgan-Ward

Registered No: 1127975 England

APPROVALS

Civil Aviation AuthorityJoint Aviation AuthorityF.A.A. (Cert No. M9WY359X)U.K.A.S.British AerospaceMessier DowtyM.O.D.N.A. F. L.I. C.

MORGAN-WARD (NDT) LIMITED TERMS AND CONDITIONS — JANUARY 2010

1)

DEFINITIONS

In these Terms and Conditions, unless the context require otherwise.

1.1

`Appropriate Authority means the pertinent official organisation, orindividual responsible for control and quality of design standards.

1.2

`Supplier' means Morgan-Ward (NDT) Limited, having its registeredoffice at Dale Road, New Mills, High Peak, SK22 4NW.

1.3

Contract means the agreement arising when any quotation made bythe supplier is accepted by the customer, or when the customer's orderis accepted by the supplier under these terms and conditions of sale(Terms and Conditions).

1.4

`Customer' means the person, firm or company purchasing the goodsand/or services from the supplier.

1.5

`Delivery' shall have the meaning ascribed to it in Clause 5.1.1.6

Goods means the customer and supplied by the supplier pursuant tothe contract including (but not limited to) goods, materials, spares,equipment, raw materials, finished or semi-finished materials or articles,machinery or commodities etc., and whether an individual item orvarious items, whether or not identical, or similar (including any suchgoods, materials, spares, equipment, articles, machinery orcommodities etc., supplied in connection with the services).

1.7

'IP Rights' means without limitation, copyright, registered andunregistered trademarks, including any applications for the same,registered and unregistered drawings, specifications, proprietaryinformation, trade secrets, know-how, right of confidentiality andother rights of a like nature throughout the world.

1.8

`Services' means work and/or services or any of them to be performedby the supplier for the customer pursuant to the contract.

1.9

`Supplier IP Rights' means IP Rights owned, generated or used by or onbehalf of the supplier in the course of the design, manufacture andsupply of the goods and/or services.

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MORGAN WARD (NON-DESTRUCTIVE TESTING) LIMITED.

Directors: S. A. Wright J. Francomb M.C. Higginson

2)

APPLICATION AND PRECEDENCE

2.1

Any quotation supplied by the supplier shall remain open foracceptance for a period of 30 days from the date of the quotation,unless in the quotation some other period is specified or thequotation is withdrawn by the supplier. The following conditionsshall be deemed to be incorporated into the contract.

2.2

These Terms and Conditions shall apply in respect of all quotationsand orders where no other contract for the provision of the goodsor the services has been agreed in writing between the supplier and thecustomer.

2.3

These Terms and Conditions form an integral part of the contract andshall take precedence over and exclude any other conditions appearingon any acceptance form, purchase order or other document or letteremanating from the customer.

2.4 Any special conditions relating to an order for the supply of any of thegoods or services under the contract and agreed between the supplierand the customer shall be in writing and such special conditions shalltake precedence over these Terms and Conditions in respect of thatorder.

2.5

These Terms and Conditions apply to the services in the same way asthey apply to goods.

3)

CUSTOMER's ORDERS AND DUTIES

3.1

Goods are offered subject to them not being sold or otherwiseunavailable at the date of the contract. The supplier reserves theright to make any changes to the specification of the goods orservices which are required to conform with any applicable safety orother statutory requirements in force from time to time and to alter orsubstitute the goods, or the method of supply of the services providedthat neither form, fitness for purpose nor function are adversely affectedtherby.

3.2

The customer shall be responsible to the supplier for ensuring theaccuracy of any order (including any applicable specification) submittedby the customer. The customer shall at its own cost provide thesupplier with all documentation, information and materials reasonablyrequested by the supplier and the customer shall ensure that the sameare accurate and in accordance with the supplier's quality controlprocedures in force from time to time.

3.3

The customer shall at its own cost make available sufficientappropriately trained and experienced personnel to liaise with thesupplier as necessary in connection with the supply of any service,and shall nominate a person to co-ordinate the supply of the servicesunder the contract.

3.4

Where the place of supply of the service is not at the supplier'spremises, the customer shall notify the supplier, in writing, of allregulations applicable to any representatives of the supplier byvirtue of their attendance at any premises where the services are to besupplied, and provide to the supplier all accommodation, services,amenities, facilities, utilities and equipment reasonably requested bythe supplier for the purposes of supplying the services.

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3.5

The customer shall procure that any of its representatives attending anyof the supplier's premises shall comply with all regulations andGovernment restrictions applicable to such premises which shallinclude but not be limited to all applicable security and health andsafety regulations.

4)

PRICE

4.1

Unless otherwise specified, the price for goods is for goods packed forair freight (in compliance with ATA-300, or any amendment thereto fromtime to time) and made available to the customer as provided in Clause5.3 below. If so requested by the customer, alternative forms ofpackaging will be provided on terms specifically agreed in writing by theparties.

4.2 Any price quoted by the supplier will remain open for up to 30 days fromthe date of issue, unless in the quotation some other period is specified,or the quotation is withdrawn by the supplier.

4.3

The price is exclusive of all taxes and duties which shall be paid by thecustomer and which the customer hereby undertakes to pay withoutdelay. Should the supplier be required to pay any such taxes or dutieson behalf of the customer shall reimburse the supplier forthwith upondemand.

4.4

The supplier may, at its absolute discretion, revise the price to take intoaccount any variation in the cost of labour, materials, fuel, power andtransport, or any of such costs or resulting from the modification of thegoods or the services necessitated by any change in any statutoryobligations or any requirements of any appropriate authority prior todelivery of the goods, or prior to the completion of the services. Thesupplier shall notify the customer of any such revision as soon asreasonably practicable.

4.5

Where the price for the goods or the services is varied in accordancewith Clause 4.4 the price as varied shall be binding on both parties andshall not give either party any right of cancellation.

4.6

Quotations in a currency other than sterling are based on the rate ofexchange at the time of quoting and unless otherwise stated the pricemay at the supplier's discretion be subject to revision up or down if anydifferent of exchange shall apply at the date of invoice.

4.7

If the place of supply of the services is other than at the supplier'spremises, the customer shall reimburse the supplier all reasonabletravel, accommodation, subsistence and other expenses incurred by thesupplier's representatives in the course of the supply of the service3.Where the place of supply is outside the United Kingdom suchexpenses shall include air travel.

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5)

DELIVERY OF GOODS AND SUPPLY OF SERVICES

5.1

Subject of the provisions of Clause 2.4 hereof the supplier shall give thecustomer notice (either written or oral) that the goods are ready forcollection on the date specified in such notice ('Due Date'). Unlessexpressly provided otherwise, delivery of the goods shall be effected bythe supplier making the goods available for collection by the customeron the due date in accordance with Clause 5.3 below ('Delivery').

5.2

Each delivery of goods shall be treated as taking place under separatecontract and default or delay by the supplier in any single delivery ofgoods shall not entitle the customer to repudiate any previous orsubsequent contract.

5.3

The supplier shall supply and perform the services and shall use itsreasonable endeavours to meet any estimated or agreed period or dateof completion of the services.

5.4

Unless otherwise specified by the supplier the due date for delivery ofthe goods and any time or period for performance of the services is anestimate only made in good faith and the supplier shall not be liable forthe consequences of any delay, whether direct or indirect. Unlessexpressly otherwise agreed in writing by the parties, time of delivery orperformance by the supplier shall not be of the essence.

5.5

The supplier shall not be in default by reason of failure to perform itsobligations hereunder if such failure arises by reason of any eventbeyond the supplier's reasonable control, including but not limited to:Acts of God, explosions, war or threat of war, fire flood, adverseweather conditions, labour disputes, strikes, lockouts, or otherindustrial actions, whether at any of the supplier's premises or thpremises of the supplier's suppliers or sub-contractors, shortage ofmaterials or services, detention or holding of the goods by any customsauthorities or any national or international airworthiness authority, riotsor civil commotions, sabotage, earthquakes and natural disasters, acts,omissions, restrictions, regulations, prohibitions or measures of anygovernment, parliamentary or local authority, or any act or omission ofthe customer or of any third party. Without prejudice to Clause 5.4above and subject to Clause 5.6 below, if such a situation arises andaffects the supplier's performance hereunder, the time for performanceobligations shall be extended accordingly and the supplier shall takereasonable steps to minimise the effect of any such delay.

5.6

In the event that any failure to deliver or perform by the supplierpursuant to Clause 5.5 results in a delay of more than 30 days, then thesupplier shall be entitled to cancel all or part of the contract by writtennotice to the customer without any liability for loss or damage causedby the supplier's failure to perform.

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6)

PAYMENT

6.1

The supplier shall render to the customer invoices showing the sumsdue under the contract. All payments due thereunder shall unlessotherwise designated by the supplier be made by the customer inPounds Sterling (£) to the supplier's nominated bank account on orbefore the 30th day following the despatch of the Supplier's invoice(Payment Date'). Time for making payments due to the Supplierhereunder shall be of the essence.

6.2

Without prejudice to the supplier's rights under Clause 10 hereof, if thecustomer fails to make any payments within 30 days after the payknentdate the supplier shall have the right (without prejudice to any otherrights or remedies which may be available to the supplier) forthwith toterminate or suspend all further work or deliveries until such default ismade good. Any additional costs and expenses of whatever natureincurred by the supplier as a result thereof shall be borne by thecustomer.

6.3

Without prejudice to any other of the supplier's rights or remedies thecustomer shall in addition to payment of the price pay interest at therate of 4% per annum above the Base Lending Rate from time to time ofBarclays Bank plc on any sum remaining unpaid after the payment dateuntil the actual date of receipt by the supplier of the payment, suchinterest being calculated on a daily basis. The customer shallreimburse all costs and expenses (including legal costs) incurred in thecollection of any overdue amount.

6.4

If the customer failts to take delivery of the goods on the due date, or ifthe supplier is prevented or hindered from performing any of itsobligations under the contract as a result of any act or omission on thepart of the customer, the supplier shall be entitled (without prejudice toany other rights or remedies which the supplier may have) to invoic: thecustomer for the price thereof and payment shall be due as if delivery ofthe goods had been effected or as if the services had been completed,in such event the customer shall be liable for and shall promptlyreimburse the supplier upon demand for all costs and expensesincurred by the supplier up to the time of actual collection of the goodsin accordance with Clause 5.3 of these Terms and Conditions orincurred by the supplier as a result of such aforesaid acts or omissionsof the customer.

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7)

RISK AND TITLE

7.1

The risk of loss or damage of the goods shall pass to the customerupon delivery in accordance with Clause 5.1 hereof, and subject toClause 5.1 hereof and subject to Clause 2.4, the supplier shall have noliability for goods damaged or list in transit.

7.2 Notwithstanding that risk in the goods shall pass to the customer inaccordance with Clause 7.1, title to the goods shall remain with thesupplier until payment in full has been received by the supplier.(i) for those goods;(ii) for any other goods supplied by the supplier; and:(iii) in respect of any other monies due from the customer to the

supplier on any account.7.3

Until title to the goods passes to the customer under Clause 7.2 thecustomer shall (unless otherwise authorised in writing by the supplier):(i) keep the goods separately and readily identifiable as the property

of the supplier;(ii) not attach the goods to real property;(iii) not incorporate the goods in or mix the goods with other goods

unless the goods remain at all time readily identifiable andseverable without damage to the goods or the other goods.

7.4

Any re-sale by the customer of goods in which title has not passed tothe customer shall (as between the supplier and the customer only) bemade by the customer as agent for the supplier.

7.5

The proceeds of sale of any re-sale by the customer pursuant to Clause7.4 shall be held in trust by the customer for the benefit of the supplierand placed in a separate account.

7.6

Goods shall be deemed sold or used in the order delivered to thecustomer.

7.7

At any time before title to the goods passes to the customer (whether ornot any payment to the supplier is then overdue or the customer isotherwise in breach of any obligation to the supplier), the supplier may(without prejudice to any other of its rights);(i) re-take possession of all or any part of the goods and enter any

premises for that purpose (or authorise others to do so) whichthe customer hereby authorises;

(ii) require delivery up to it of all or any part of the goods.7.8

The supplier may at any time appropriate sums received from thecustomer as it thinks fit, notwithstanding any purported appropriationby the customer.

7.9

Each clause and sub-clause of this clause is separate, severable nn,1distinct and, accordingly in the event of any of them being for anyreason whatever unenforceable according to its terms, the others shallremain in full force and effect.

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8)

WARRANTY

8.1

8.1.1 GoodsSubject to Clauses 8.7 and 8.8 the supplier shall at its optioneither repair or replace any goods, or refund the purchase priceof any goods found to the satisfaction of the supplier within 12months after the due date (or any revision to the due datenotified by the supplier to the customer) to be defectivedue either to;(i) faulty workmanship of the supplier, or;(ii) faulty materials manufactured by the supplier, or;(iii) faulty design by the supplier ( having regard to the state of

the art at the date of such design).

8.1.2 ServicesSubject to Clause 8.7, if it is demonstrated to the supplier'ssatisfaction that the supply of all or part of the services are not inaccordance with the express terms of the contract as a result ofthe supplier failing to use reasonable skill and care in theperformance of the services, the supplier will at its option eitherrefund the price or that part of the price which relates to theaffected services (provided that such price shall have been paidto the supplier by the customer), or reperform again such . f tYieaffected services in accordance with the express terms of thecontract, provided that the customer has notified the supplier inwriting of such defect within 2 months after completion of thatpart of the service complained of.

8.2

The customer shall give the supplier prompt written notice of any allegeddefect in the goods or services and shall upon request by the supplierpromptly return such goods properly packed to the supplier's nominatedpremises at the customer's risk and expense.

8.3

The foregoing warranty is subject to the following conditions;(i) that the goods have been stored, maintained, installed, operated and

used in accordance with sound engineering practice and anyinstructions issued by the supplier and;

(ii) that the goods have not been subject to any alteration of misuse norhave they been involved in any accident.

8.4

The supplier shall not be responsible for removal or redistribution costs or anycharges relating to dismantling or reassembling any of the goods or anycharges in connection therewith shall be borne by the customer.

8.5

If any of the goods are proved to the satisfaction of the supplier to be defectiveand within the terms of this warranty the supplier shall bear all reasonablecosts of packing, insurance and transport which may be incurred by thecustomer in sending the said goods to the supplier and in returning therepaired or replaced items to the customer provided that the customer willmake no charge for use of its own transport.

8.6 Title to the goods or any parts thereof which are returned to the supplier by thecustomer and which the supplier subsequently replaces pursuant to the termsof this warranty shall revest in the supplier.

8.7

The supplier's obligations under this warranty shall not extend to;

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M

any failure or defect caused wholly or partly by any failure of thecustomer to perform its obligations under the contract under/or;

(ii) any of the goods manufactured by third parties or any services suppliedby any third party. In the case of such goods or services the suppliershall use its reasonable endeavours to procure for the benefit of thecustomer such warranty or guarantee (if any) as may have beenprovided to the supplier by any such third party but subject thereto thesupplier shall be under no liability whatsoever in respect of any defectin such third party supplied goods or services and/or;

(iii) any defect arising from fair wear and tear, wilful damage, or abnormalworking conditions; and/or;

(iv) any defect in the goods or services arising from any drawing, des'gli orspecification supplied by the customer.

8.8

Where any goods supplied by the supplier pursuant to the contract are used orsecond hand serviceable goods, the warranty period of 12 months referred toin Clause 8.1.1 above shall not apply. The applicable warranty period for anyused or second-hand serviceable goods supplied by the supplier pursuant tothe contract shall be that (if any) offered by the supplier to the customer fromtime to time.

8.9

A claim by the customer in respect of any defect in the goods or in respect ofany delay in delivery shall not entitle the customer to cancel or refuse suchdelivery or payment for such goods.

8.10 The provision of this warranty represent the entire liability of the supplier, itsofficers, employees and agents with respect to any matter arising out of or inconnection with the quality or condition of the goods or services or any partthereof, and all other warranties, guarantees, terms, conditions,representations or liabilities (whether for direct, indirect or consequential lossor damage or otherwise) as to quality, description, standard of workmanship,condition, fitness for purpose or otherwise (whether express or implied bystatute or common law) are hereby excluded to the fullest extent permissible atlaw.

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9)

DISCLAIMER AND INDEMNITY

9.1 EXCEPT AS MAY OTHERWISE BE STIPULATED IN THIS CONTRACT thesupplier shall not be liable to the customer whether in contract or in tort(including but not limited to negligence) or for breach of statutoryobligation and whether arising directly or indirectly out of or inconsequence of any act, default or omission of the supplier, and thesupplier shall not in any circumstances be liable for any losses,actions, claims, proceedings, liabilities, whether direct or consequential,and any other remedy which would otherwise be available in law to thecustomer is hereby excluded except to the extent that suchexclusion is prohibited by law.

9.2 The customer agrees upon demand to indemnify the supplier in fullagainst all losses, liabilities, actions, claims, proceedings, judgements,damages, compensation, obligations, injuries, costs and expenses(including legal costs and expenses) of whatever nature suffered 5y thesupplier to the extent that the same are caused by or related to;(i) any claim for personal injury or death or loss or damage directly

or indirectly occasioned by default (including non-compliancewith any statutory or other obligation in relation to the goods orservices) failure to follow the supplier's instructions (whetheroral or written) or misuse or mal-operation of the goods by or inpart of the customer or any person or persons other than thesupplier;

(ii) Drawing or specifications given to the supplier by the customerin respect , or on the part of the customer or any person orpersons other than the supplier;

(iii) defective materials or products supplied by the customer to thesupplier and incorporated or used by the supplier in the supplyof the goods or in the performance of the services;

(iv) the improper incorporation, assembly, use, processing, storageor handling of the goods by the customer.

This indemnity shall continue in force notwithstanding termination forwhatever reason of the contract.

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10)

TERMINATION

10.1 If the customer enters into a deed of arrangement or commits an act ofbankruptcy or compounds with his creditors or if a receiving order ismade against him or (being a company) it shall pass a resolution or theCourt shall make an order that the customer shall be wound up(otherwise than for the purposes of solvent amalgamation orreconstruction), or if a receiver (including an administrative receiver)shall be appointed of any of the assets or undertaking of the customeror if the customer suffers the appointment or the presentation of apetition for the appointment of an administrator or if circumstancesshall arise which entitle the Court, or a creditor, to appoint a receive,'(including an administrative receiver) or a manager or which entitle theCourt to make a winding-up order, or if the customer takes or suffersany similar action in consequence of debt, or if the financialresponsibility of the customer shall, in the opinion of the supplier,become impaired, or if the customer shall commit any breach of anypart of the contract, or these Terms and Conditions or any otherremedies arising at law stop all goods in transit and suspend furtherdeliveries and/or stop the performance of the services hereunder andsuspend any further performance, and the supplier may terminate theContract immediately whether in whole or in part.

10.2 In addition to any right of lien to which the supplier may be entitled thesupplier shall in the event of the customer's insolvency or bankruptcybe entitled to a general lien on all items of or attributable to thecustomer in the supplier's possession (notwithstanding that such itemsor other items sold and delivered to the customer by the supplier underany other contract.

10.3 Notwithstanding any provision in these Terms and Conditions thecustomer shall not have the right to set off any claims it might haveagainst the supplier against any sums otherwise due to the supplier.

10.4 Upon termination of the contract for whatever reason, the supplier shallbe entitled to set off any claim it might have against the customeragainst any sums or otherwise due to the customer.

10.5 Termination of the contract shall not affect the accrued rights of thesupplier nor the supplier's rights or remedies.

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11) INTELLECTUAL PROPERTY INDEMNITY

11.1 Any liability of the supplier in respect of infringement of any Supplier IPRights by the goods or services or any part thereof shall be limited togoods or services of the supplier's design or manufactured to itsdesigns (unless otherwise stated by the supplier) and such liability shallonly be in respect of United Kingdom Supplier IP Rights. In the eve ;it ofsuch infringement the supplier's obligations shall be limited to (a .a thesupplier's option) replacing the infringing goods or services, orsecuring at its own cost, a licence permitting use of the said goods orservices by the customer or paying a sum to the customer incompensation not exceeding the contract price of the said infringinggoods.

11.2 The supplier shall, asfar asit is legally reasonably able to do so, allow ---the Customer the benefit of any reliefs or indemnities received from thesupplier of any infringing goods or services not of the supplier's designand manufacture.

11.3 No liability shall be incurred by the supplier in respect of infringementsor alleged infringements arising by combination of the goods orservices with any other item or from their use for a purpose not agreedor accepted in writing by the supplier prior to such use.

11.4 This indemnity is conditional upon the supplier receiving prompt noticefrom the customer of any complaint or claim being made or any actionthreatened or brought against the action or enquiry or litigation whichmay ensue and all negotiations for settlement of the claim in the nameof the customer.

11.5 The customer warrants that any design or item furnished by it, orcompliance by the supplier with the customer's instructions, whetherexpressed or implied shall not be such as will cause the supplier Loinfringe any IP Rights and the supplier's liability (whether under theClause 11 or otherwise) shall in no case extend to any suchinfringement and the customer hereby undertakes that it shall indemnifythe supplier upon demand against all losses, actions, claims,proceedings, judgements, damages, compensation, obligations,injuries, expenses and costs (including the cost of defending any legalproceedings) incurred by the supplier as a result of any suchinfringement or alleged infringement.

12) QUALITY ASSURANCE

Where appropriate goods and services shall be inspected in accordance withthe suppliers own system of quality assurance as approved by the AppropriateAuthority and such inspection shall be evidenced by a certificate of inspectionsigned by or on behalf of the supplier's Head of Quality Assurance which shallbe accepted unconditionally by the customer.

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13)

LICENCES

13.1

If delivery is in the United Kingdom, the obtaining of any licence orconsent for the export of goods from the United Kingdom, shall be theresponsibility of the customer. The supplier shall, upon request, and atthe customer's expense, endeavour to assist the customer to obtainsuch licences or consents but the supplier shall not be liable in theevent of the non-issuance or renewal of any licences or consents.

13.2 If delivery is to take place outside the United Kingdom;(i) the supply of any goods for which a United Kingdom Export

Licence or other consent is necessary shall be conditional uponthe granting of such licence or consent by the United KingdomGovernment or other competent authority. The supplier shall beresponsible for obtaining such licence and/or consent but it hecost of and with the assistance of the customer and the suppliershall not be liable in the event of the non-issuance or renewal ofany licences or consents and;

(ii) the customer shall be responsible for complying with anylegislation or regulations governing the importation of the goodsinto the country of destination and for the payment of any dutiesthereon.

14) INTELLECTUAL PROPERTY

All Supplier IP Rights shall be and remain the property of the supplier (orwhere appropriate its supplier/licensors). The customer shall have no rightstherein but shall be entitled where authorised to do so by the supplier to usesuch Supplier IP Rights but only in connection with the goods and/or servicesand for the purposes only of exploiting the goods and services for its own useand solely for the purposes for which they were supplied by the supplier underthe contract. The customer undertakes immediately to bring to the supplier'sattention any improper use of the Supplier IP Rights which comes to thecustomer's notice and shall use every effort to safeguard the supplier'sexpense) in taking steps to defend the Supplier IP Rights.

15) NON-STANDARD ORDERS

Where the customer orders goods or materials of a type, size or quality notnormally produced by the supplier or services not normally performed by thesupplier, the supplier will use all reasonable endeavours to execute the order,but if it proves impossible, impracticable or uneconomical to carry out orcomplete the order, the supplier reserves the right to cancel the contract or theuncompleted balance of it without any liability to the customer, in which eventthe customer will only be liable to pay for the part of it actually delivered orperformed.

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16) HEALTH AND SAFETY

16.1 The customer agrees to pay due regard to any information or any revisedinformation whenever supplied by the supplier (and is deemed to have beengiven adequate information and to have read and understood it) relating tothe use for which the goods are designed or have been tested or concerningconditions necessary to ensure that they will be safe and without risk to healthat all times when they are being set, used, cleaned, repaired or maintained byany person at work or when they are being dismantled or disposed of, and thecustomer undertakes to take such steps as may be specified by the aboveinformation to ensure that as far as reasonably practicable the goods will besafe and without risk to health at all times as mentioned above. For thesepurposes the customer is deemed to have been given a reasonable opportunityto test and examine the goods before delivery.

16.2 The Health, Safety and Welfare of our operatives is paramount, to thatend the supplier expects its customer(s) to fulfil its/their duty of care toprotect visitors and Sub contractors from harm at all times whilst ontheir (the customers) premises. The supplier also expects itscustomer(s) to ensure appropriate risk control measures are in place atall times for all onsite activities of the suppliers operatives and/or itsrepresentatives.

16.3 The supplier expects its operatives/representatives to comply with allthe statutory health & safety provisions imposed/provided by thecustomer.

16.4 The supplier reserves the right to assess all health & safety measuresprior to the start of operations. Where deemed necessary, additionalcontrol measures will be requested and/or imposed.

16.5 The supplier reserve the right to halt all operations if the Health & Safetyof our operative(s) and/or representative(s) is deemed to be at risk,operations will not commence/resume until such time as appropriatecontrol measures and safety provisions are in place.

17) WAIVER,

Any failure, delay or indulgence on the part of the supplier in exercising anypower or right conferred hereunder shall not operate as a waiver, or suchpower or right nor preclude the exercise of any other right, or remedyhereunder, and shall be without prejudice to the legal rights of the supplier andthe obligation of the customer shall continue in full force and effect.

18.1 Except as may otherwise be stipulated in writing this contract shallconstitute the entire agreement between the supplier and thecustomer in respect of an order for any of the goods and/or servicesand shall supersede and exclude all prior representations, proposals, oragreements, whether oral or in writing. Any amendment or alteration

18)

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to the contract (or these Terms and Conditions) shall not be effectiveunless it is in writing and signed by the supplier and the customer.

18.2 The customer acknowledges that, in entering into this contract, it doesnot do so on the basis of, and does not rely on any representatior ,warranty or other provision except as expressly provided herein, and allconditions, warranties or other terms implied by statute or common laware hereby excluded to the fullest extent permitted by law.

19) ASSIGNMENT OF CONTRACT

The supplier may assign the contract and the rights and obligations thereunderwhether in whole or in part. The contract is personal to the customer, whoshall not without the prior written consent of the supplier assign, mortgage,charge or dispose of any of its rights hereunder, or sub-contract or otherwisedelegate any of its obligations hereunder.

20) SUB-CONTRACTING

The supplier reserves the right to sub-contract its obligations under thecontract or any part thereof.

21)

SEVERABILITY

In the event of any clause or provision or part thereof of the contract or theseTerms and Conditions being rendered or declared ineffective, or invalid by anylegislation or rule of law, or by any decision of any Court of competentjurisdiction the remainder of any affected clause or provision of the contractand these Terms and Conditions shall remain in full force and effect.

22) CANCELLATION

The customer shall not be entitled to cancel the contract without prior writtenconsent of the supplier.

23)

CONFIDENTIALITY

Both the subject matter and the terms and conditions of the contract shall betreated by the customer as confidential and shall not without the supplier'swritten consent be divulged to any other person.

24)

NOTICES

Subject to Clause 5.1, all notices and requests required or authorisedhereunder shall be given in writing either by personal delivery or recorded mail(return receipt requested) or by telegraph, telex or cable, or facsimiletransmission, and the date upon which any such notice or request ispersonally delivered, or if such notice or request is given by registered orrecorded mail, telegraph, telex, cable or facsimile transmission the date uponwhich it is received by the addressee shall be deemed to be the effective dateof such notice or request. The parties shall be addressed as per their normal

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business address for correspondence, or as may otherwise be notified by eachparty to the other, or in default thereof to their respective Registered Offices.

25) INTERPRETATION

Headings are for convenience only and shall not govern the interpretation ofthe contract or these Terms and Conditions.

26) LAW

26.1 The Contract and these Terms and Conditions shall be governed by andconstrued in accordance with the laws of England and the Customeragrees irrevocably to submit to the exclusive jurisdiction of the EnglishCourts.

26.2 No actions or proceedings shall be initiated against the supplier exceptin the English Courts.

26.3 To the extent that the customer may be in any jurisdiction in whichproceedings may at any time be instituted for the determination of anyquestion arising under, or for the enforcement of this contract(including any interlocutory proceedings the execution of anyjudgement or award arising therefrom), be entitled to claim or otherwisebe accorded for itself, or its property, assets or revenues, immunityfrom suit and attachment (whether in aid of execution before judgementor otherwise) or other legal process and to the extent that in any suchjurisdiction there may be attributed to the customer or its propertyor revenues, such immunity (whether or not claimed) the customerhereby irrevocably agrees not to so claim and waives such immunity tothe fullest extent permitted by the law of such jurisdiction.

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morwartermsco nd itions

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