US Terms and Conditions

TERMS AND CONDITIONS OF SALE

AMOXTEC INC.

Amoxtec Inc., trading as Analox Sensor Technology Ltd a Colorado corporation (hereafter referred to as “AST” or the “Seller”), conducts business only upon and subject to the terms and conditions printed below. References to “goods” shall mean reference to all goods and services supplied by AST. References to the “Purchaser” are to any party purchasing goods from AST.

1. QUOTATIONS AND ACCEPTANCE

1.1 Quotations are subject to change until AST accepts Purchaser’s order and are further subject to the provisions of Section 3.1.

1.2 In the event of inconsistency between the Amoxtec and the Purchaser’s conditions AST shall prevail. No variation of the AST 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 These terms and conditions contain the entire understanding of the parties with regard to their subject matter and no prior or contemporaneous negotiations, discussions, or materials shall be a part of the contract between the parties. Without limiting the foregoing, 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 its obligations is prevented, hindered or interfered with by war, strikes, accidents, governmental regulations, one or more acts of terrorism, 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 each party thereunder shall be construed accordingly save only that AST may suspend delivery thereof whilst payment is overdue in respect of any previous instalments. In the event of failure by the Purchaser to accept delivery of any instalment, the Purchaser shall remain liable for payment for the instalment, as well as storage costs and other incidental and consequential damages, and any storage of goods will be at 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 Purchaser until AST receives payment in full for the 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 risk of loss goods shall be at the risk of the buyer from the date of delivery.

4.3 Where the Purchaser re-sells the goods, the Purchaser shall hold the proceeds of the sale in trust for AST and shall keep the proceeds of sale in separate account.

4.4 In addition to any other remedy available at law or in equity, AST shall be entitled at any time, until legal and beneficial title in the goods has passed to the Purchaser, 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 upon inspection, unless the Purchaser, within seven days after receipt of the goods, gives 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 Purchaser shall obtain the same at its own expense and, if necessary or required, produce evidence of the same to AST on demand.

6.0 TERMS OF PAYMENT

6.1 AST’s 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 Purchaser is unlikely or unable to pay its debts as they fall due.

6.3.2 If the Purchaser has failed to provide within the time specified by AST any letter of credit, bill of exchange, bill of lading, warehouse receipt, or any other security or document required by the contract.

6.3.3 Where the Purchaser has failed to take delivery of any goods under the contract otherwise than in accordance with the Purchaser’s contractual rights and obligations.

6.3.4 If (a) the Purchaser becomes insolvent, (b) a resolution is passed by its governing body for its dissolution or winding up (except solely for the purpose of amalgamation, reconstruction, or merger), (c) a court of competent jurisdiction orders the Purchaser’s dissolution or winding up, (d) a receiver is appointed for any substantial portion of the business or assets of the Purchaser, (e) the Purchaser is adjudicated bankrupt or becomes a debtor under the United States Bankruptcy Code or any similar law of any jurisdiction (and in the case of an involuntary petition under the United States Bankruptcy Code, such petition is not dismissed within 60 days of filing), (f) the Purchaser makes a general assignment for the benefit of creditors, (g) the Purchaser suspends substantially all payment of its debts, or (g) the Purchaser 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 Purchase’s residence, or from the country from which Purchaser is to transfer funds to AST, is impeded either by laws or acts or of any government, or by reason of strikes or breakdowns in the banking system in the country of the Purchaser’s residence or the country from which Purchaser is to transfer funds to AST.

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 shipment 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 Except as expressly stated otherwise in these terms and conditions or in AST’s order confirmation, AST makes no express or implied warranties AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

8.3 AST shall not be liable for any defects in the quality or state of the goods not apparent on inspection unless the Purchaser shall, within 12 months from the date of shipment 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 Purchaser for the purpose of inspection by AST. AST will be liable only for repair of any defective goods at the premises of AST, all costs of disassembling and re- delivery being for the account of the Purchaser. If it is commercially unreasonable to return the goods to AST, AST will, upon the request of the Purchaser, send its representative(s) to the Purchaser’s place of business to inspect the goods. The purchaser shall bear all costs of such representative(s) and AST will be entitled to adequate assurances of payment before sending such representative(s).

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 indirect, incidental, consequential, special, punitive, or exemplary damages, including, without limitation, loss of profit, damage to plant, even if AST is advised of the possibility of such damages.

12.00 CHOICE OF LAW

12.1 The validity, construction and performance of these terms and conditions shall be governed by English Law without regard to its choice of law rules and the parties agree to submit to the jurisdiction and venue of the Courts of England. In the event that law does not permit the application of English law or jurisdiction or venue in the Courts of England, then the validity, construction and performance of these terms and conditions shall be governed by the law of the State of Colorado and the federal laws of the United States, without regard to the choice of law rules of Colorado or the United States, and the parties submit to the jurisdiction and venue of the courts of the State of Colorado and the United States District Court sitting in, or having jurisdiction over, Denver.

SA130 – Issue 1 – Jan 07