TERMS AND CONDITIONS OF SALE

Analox Sensor Technology Limited (hereafter referred to as AST) conducts business only upon and subject to the terms and conditions printed below. Reference to the "Seller" means reference to AST, reference to "goods" shall mean reference to all goods and services supplied by AST.

1. QUOTATIONS AND ACCEPTANCE

1.1 Quotations are valid for sixty (60) days unless otherwise stated and represent no obligation until the AST accepts the Purchaser’s order. 1.2 In the event of inconsistency between the AST and the Purchaser’s conditions AST’s shall prevail. No variation of the AST’s conditions shall be binding upon the AST unless and until the variation has been accepted in writing by a duly authorised person on behalf of the AST. 1.3 Nothing contained in any other document, technical data, literature or catalogue shall be deemed to be incorporated in any contract with AST unless expressly incorporated by agreement in writing. 1.4 Except as otherwise stated herein, Trade Terms such as CIF and FOB when used in the Contract will have the meaning assigned to them by Incoterms (1980 Edition).

2. DELIVERY

2.1 Any time or date stated by AST for delivery is intended as an estimate only and AST shall not be liable in damages or otherwise for any loss of whatever nature arising from delivery after such estimated date, nor shall the Purchaser have any right to rescind the contract. 2.2 If AST’s performance of it’s obligations be prevented, hindered or interfered with by war, strikes, accidents, governmental regulations, or by any other cause whatsoever and howsoever beyond AST’s control, AST shall have the right to suspend or cancel any obligation then unperformed and shall be under no liability whatsoever for delay or non-delivery occasioned by any such case. 2.3 If any order for goods is accepted on a schedule basis each instalment of the schedule shall be treated as a separate and identifiable contract and the right of either party thereunder shall be construed accordingly save only that the AST may suspend delivery hereof whilst payment is overdue in respect of any previous instalments. In the event of failure by the Purchaser to accept delivery of any instalment, that instalment shall be invoiced and storage costs charged to the Purchaser’s account, the goods being held at the Purchaser’s risk. 2.4 Time shall not be of the essence in respect of any times for performance on the part of AST or for delivery of products or services.

3.0 PRICE

3.1 Prices are subject to adjustment at any time before the date of delivery. In the event of any variation in the cost to the AST of supplying the goods including (without prejudice to the generality of the above) the cost of materials and labour or changes in exchange rates. Prices are also subject to adjustment where the Purchaser requests modification in the goods ordered. 3.2 Unless otherwise agreed in writing prior to the acceptance of the order Packing, Carriage and insurance charges will always be an additional charge. AST reserves the right to make further charges for preparation of formal release documentation, shipping or other documentation required by the Purchaser.

4.0 TITLE AND RISK

4.1 No legal or beneficial title in the goods shall pass to the Buyer, until the AST receives payment in full for all goods supplied by AST to the buyer under this and all other contracts between AST and the buyer for which payment of the full price of the goods thereunder has not been paid. Payment of the full price of the goods shall include the amount of any interest, debt recovery costs or other sum payable under the terms of this and all other contracts between AST and the buyer under which the goods were delivered. 4.2 The goods shall be at the risk of the buyer from the date of delivery. 4.3 Where the buyer re-sells the goods, the Buyer shall hold the proceeds of the sale on trust for AST and shall keep the proceeds of sale in separate account. 4.4 AST shall be entitled at any time, until legal and beneficial title in the goods has passed to the buyer, to recover possession of such goods and for such purpose shall have the right to enter any premises.

5.0 CARRIAGE

5.1 Claims arising out of any damage or loss in transit must be lodged with AST and where appropriate with the carrier within three days of delivery to the Purchaser, or fourteen days of failure of the goods to reach their destination. 5.2 AST shall not be liable for any incorrect receipt or quantity delivery error of any goods where the error would be apparent on inspection, unless the Buyer shall within seven days after receipt of the goods have given AST a written notice specifying the matter complained of and shall thereafter promptly return the goods to AST’s premises before they have been used, processed or sold for the purpose of inspection by AST. 5.3 If any licence or consent of any government or other authority shall be required for the purpose of importation of the goods, the Buyer shall obtain the same at his own expense and if necessary or so required produce evidence of the same to AST on demand.

6.0 TERMS OF PAYMENT

6.1 AST standard payment terms are strictly 30 days from date of invoice and shall be free of deductions of any kind. Payment shall not be held on account of any cross or counter claim by the Purchaser against AST. Where the buyer fails to pay within the agreed terms any extra costs of recovery of the debt shall be for the account of the buyer. 6.2 Where the purchaser requests a specific means of transport payment shall be due 30 days from notification by AST that the goods are ready for despatch. 6.3 AST reserves the right (without prejudice) to suspend or cancel any unfulfilled contract for the supply of goods where: 6.3.1 Payment for any previous contract remains outstanding after due date of payment or wherein the reasonable opinion of AST the Buyer is unlikely or unable to pay his debts as they fall due. 6.3.2 If the Buyer has failed to provide within the time specified by AST any letter of credit bills of exchange or any other security required by the contract. 6.3.3 Where the Buyer has failed to take delivery of any goods under the contract otherwise than in accordance with the Buyer’s contractual rights and obligations. 6.3.4 If the Buyer becomes insolvent or, in the case of a body corporate a resolution is passed for its winding up (except solely for the purpose of amalgamation or reconstruction) or an Order of a Court for its winding up is made or a Receiver is appointed, or in the case of an individual or partnership, he is adjudicated bankrupt or payment of his debts is suspended in whole or in part or he convenes a meeting or enters into any composition or arrangement with his creditors. 6.3.5 If the prompt transfer of funds from the country of the Buyers residence is impeded either by Government Acts, orders or regulations or by reason of strikes or breakdowns in the banking system in the country of the Buyers residence.

7.0 DESCRIPTION AND TECHNICAL INFORMATION

7.1 AST reserves the right to make without notice any modifications, improvements or alterations to goods described in any catalogue, data sheet or any other specification.

8.0 WARRANTY

8.1 AST warrants that, all goods supplied shall on despatch be in accordance with the specification and calibration set out in the test Certificate issued with the goods, but AST shall not be liable under this warranty if the goods have been mishandled or incorrectly installed or used. 8.2 All other warranties and conditions express or implied are hereby excluded except to the extent that such exclusion is not permitted by law. 8.3 AST shall not be liable for any defects in the quality or state of the goods not apparent on inspection, unless the Buyer shall within 12 months from the date of despatch of the goods from AST’s premises have given to AST a written notice specifying the matter complained of and shall thereafter if requested by AST return the goods to AST at the cost of the Buyer for the purpose of inspection by AST. AST will be liable only for repair of any defective equipment at the premises of AST, all costs of disassembling and re-delivery being for the account of the Buyer. In all cases all warranties will be returned to AST factory for inspection if dismantling is not feasible then AST will be prepared to attend site for inspection only if all expenditure incurred. ie. Travel, expenditure and subsistence is reimbursed by the Buyer. 8.4 All other warranties and conditions, expressed or implied are hereby excluded except to the extent that such exclusion is not permitted by law.

9.0 DESIGNS, DRAWINGS, CUSTOM DESIGN WORK, VARIATIONS AND TRADE MARKS

9.1 All designs or drawings supplied by AST in connection with any quotation or contract shall remain the property of AST unless otherwise agreed in writing. The supply of goods by AST shall not confer any right on the Buyer to use any of AST trade names or designs which shall remain the property of AST. 9.2 AST reserve and retain all intellectual property rights included but not limited to copyright in all drawings, designs, materials and other media utilised in the production of the product or services. Under no circumstance will any right, title or interest to any intellectual property rights pass to the customer except by express written document signed by AST. 9.3 Products and services provided will be suitable for and fit for the detailed application and use specified to AST in writing prior to the date on which the contract is made and the onus is on the customer therefore to provide such detailed specification. Any such specification or information received after the date on which the contract is made will be deemed to be an order for variation and dealt with as set out below. 9.4 No variations to contract will be undertaken or accepted without a detailed written order for the same and, if accepted, will operate to vary the terms of the Contract as a whole including but not limited to by reference to price and time for delivery or completion. At no time will AST be under any obligation to accept any order for variation. 9.5 In the event that the customer raises an issue or problem as to failure in performance on the part of AST or a defect in product or services supplied the same must be notified to AST in writing within three working days of delivery of product or services (and if delivered in instalments within three working days of delivery of each respective instalment) and at the end of three working days if no such notice is received by AST it shall be conclusively deemed that the product or services are accepted as being fully in compliance in every respect with the terms of the contract. 9.6 In the event of cancellation of an order for custom design work product or services by the customer AST reserve the right to charge proportionately for the work done up to that date. AST reserve the right to refuse to accept notice of cancellation and cancellation will not be as of right.

10.0 CANCELLATION AND RETURNED GOODS

10.1 AST shall be entitled to levy a cancellation charge when any order, or part thereof, is cancelled more than 24 hours after receipt of order. The charge will be assessed by AST at the time of cancellation and will not normally exceed 50% of the appropriate invoice value.

11.0 LIMITATION EXCLUSION

11.1 AST shall not be liable for loss of profit, damage to plant or for any expenditure incurred on goods supplied or consequential or special loss or damage sustained by the Buyer in any circumstances whatsoever. 11.2 Any implied warranties and conditions whether implied by statute, regulation or by trade custom, common law or otherwise, which may lawfully be excluded, are hereby excluded. 11.3 Failure or delay on the part of AST to exercise or enforce any rights conferred by the contract shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise of enforcement thereof at any time or times thereafter. 11.4 Any notice required to be given hereunder in writing shall be deemed to have been duly given if sent by post (air mail in the case of addresses abroad) facsimile, telex or telegraph addressed to the party concerned at its principal place of business or last known address.

12.00 ENGLISH LAW

12.1 The validity, construction and performance of these Conditions of Sale shall be governed by English Law and the parties agree to submit to the jurisdiction of the Courts of England.

Doc Ref: SA07 Issue 3 Jan 2007