All contracts to which these conditions shall apply shall in all respects be governed by and construed in accordance with the Laws of England and the purchaser hereby agrees to submit to the non-exclusive jurisdiction of the English Courts.

Goods designated as standard stock by the Company will at the Company’s discretion be accepted for return to stock subject to being in appropriate condition and to a minimum handling charge of 25% provided always that such goods were originally purchased from the Company and that prior notice of intention to return is given. In such cases the purchaser shall be obliged to provide full details of supply date and associated documentation. In all cases the Company reserve the right to refuse to repurchase goods.

Where a purchaser orders goods or materials of a type, size or quality not produced by the Company in the ordinary course of its business, the Company will use all reasonable endeavours to execute the order. If it subsequently proves impossible, impracticable or uneconomical to complete the order the Company reserves the right to cancel the contract or the incomplete balance thereof, in which event the purchaser will only be liable to pay for such part of the contract as has been performed, the purchaser will be responsible for costs of materials and labour incurred by cancellations, or design changes, once the order has been accepted.

The purchaser shall indemnify the Company against all actions, costs (including the cost of de- fending any legal proceedings), claims, proceedings, accounts and damages in respect of any infringement or alleged infringement of any paten, registered design, copyright, trade mark or other industrial or intellectual property rights resulting from compliance by the Company with the purchaser’s instructions whether expressed or implied.

Ownership in goods supplied by the Company will not pass to the purchaser until payment for such goods has been received by the Company in full. Until the time of actual payment to the Company of the total amount owing in respect of the goods the purchaser shall hold the goods as bailee for the Company and shall store the goods in such a way that they are separately identifiable from other goods of the purchaser. Prior to the time of actual payment for the goods the purchaser shall be entitled to use the goods in the normal course of business or to resell the goods to third parties in the normal course of business on the condition that the goods or any articles manufactured from or incorporating the goods and any amounts received from third parties for the goods or such articles are held by the purchaser for the Company in a separate bank account pending payment in full to the Company and the purchaser hereby assigns the Company all rights and claims that the purchaser may have against any such third party. The purchaser’s right to use the goods or to resell the same or any article manufactured from or incorporating the goods may be terminated forthwith upon the appointment of any Receiver or Liquidator of the purchaser. Nothing herein contained shall give the purchaser the right to reject the good or to rescind or repudiate the contract or refuse to pay for the goods in accordance with the contract.

The risk to the goods passes to the purchaser when the goods are despatched fro m the Company’s works and the Company accepts no responsibility for any damage, shortage or loss in transit. Claims for any damage, shortage or loss in transit should be made to the carrier, and any condition imposed by the carrier in relation to claims for damage, shortage or loss in transit should be complied with. Claims for damage, shortage or loss in transit where the Company’s own transport has been used must be made in writing within 48 hours of goods being received by the purchaser.

The Company shall be under no liability if it is unable to carry out any provision of any contract (including delays in delivery) for any reason beyond its control including without prejudice to the generality of the foregoing Act of God, fire, inclement or exceptional weather conditions, official or unofficial industrial action (whether at the Company’s premises or elsewhere), hostilities, shortage of labour, materials, power or other supplies, governmental order or intervention (whether or not having the force of law) or any other cause whatever beyond the Company’s control or of an unexpected or exceptional nature.