Terms and Conditions

FOILTONE Ltd (herein after Foiltone)

Standard Terms and Conditions of Sale

Preliminary

1.The sale of goods shall be in writing and governed in all respects by the following conditions of sale and no variation of or departures from these conditions of sale shall be permitted except where specific written confirmation of such variation or departure is given by FOILTONE to the buyer.

2. The contract for sale shall consist of the buyer's written order and FOILTONE acceptance evidenced by the relevant confirmation of order. Any conditions contained in or annexed to the buyer's written order which are in any way inconsistent with these conditions shall be of no effect unless drawn to FOILTONE, attention by notice in writing from the buyer received by FOILTONE, within 7 days of its confirmation of order and confirmed as accepted by FOILTONE, in writing. Nothing contained in these conditions shall be deemed to constitute an acceptance by FOILTONE, of the buyer's conditions of purchase or other standard terms.

3. Any quotation or tender made or given by FOILTONE for goods shall not form part of the contract for sale, and shall be deemed to have been withdrawn unless the buyer's written order in respect of the goods the subject of the quotation or tender is received by FOILTONE within 28 days of the date of the quotation or tender.

4.1 Subject to paragraph (4.2) below where the confirmation of order provides for the erection or fitting and the starting of the goods at the customer's premises delivery shall be made to the customer's premises by FOILTONE but otherwise the goods shall be delivered at FOILTONE premises specified overleaf to the buyer or to an agent or carrier on the buyer's behalf.

4.2 Paragraph (4.1) above is subject to any relevant provision in the confirmation of order and to FOILTONE and the buyer otherwise agreeing in writing upon any other place for delivery.

4.3 Any date or dates for delivery stated in the confirmation of order ("the anticipated delivery dates") is or are an estimate only and FOILTONE shall not be liable for any loss or damage of any kind howsoever arising by reason of FOILTONE postponement of or failure to make delivery upon the anticipated delivery date.

4.4 Non-delivery within 10 days of the anticipated delivery date must be reported forthwith to FOILTONE in writing.

5.1. If FOILTONE is unable to make delivery of any goods under the contract by reason of lack of available supplies, strikes, lock-out, fire, storm, tempest, flood, Queen's enemies, Act of God, riots, civil commotion, explosion, breakdown or any stoppage of machinery over which (in each case) FOILTONE has not control, the contract my be suspended upon the giving by FOILTONE of written notice to the buyer to that effect and the anticipated delivery date shall be deferred by the period of suspension.

5.2 The buyer shall pay to FOILTONE reasonable storage charges for any period subsequent to the anticipated delivery date during which the buyer fails or neglects for any reason whatsoever to take delivery of the goods in accordance with condition 4 above.

Price,Payment,etc

6.1 The price payable by the buyer under the contract ("the price") is as stated in the confirmation of order and is exclusive of value added tax, which is payable as an addition to the price at the rate applicable from time to time and subject to variation accordingly.

6.2 The price is based on costs of manufacture and design, and (where relevant) charges for delivery and installation at the date stated in the confirmation of order and in the event of any increase in such costs and charges between the date of the contract and the date of delivery or installation, and whether by reason of any increase in any costs of materials, labour or transport or of the effects of strikes, lock-outs or other labour delays or of increases in insurance rates or customs duties or of import or export licences or government interference or for any other reason whatsoever FOILTONE shall be entitles to increase the price by the

amount of any increase in the costs and charges included in the price.

6.3 FOILTONE shall notify the buyer in writing of any increase in the price, and such increase shall be payable by the buyer within one month of the receipt of such written notification, or upon the date or dates agreed for payment of the price in accordance with condition 8 below (whichever first occurs) and whether or not the whole or any part of the original price is then outstanding and unpaid.

6.4 Where the price includes installation of the goods at the buyer's place of business, FOILTONE shall provide a fitter to erect and start the goods but all necessary labour,materials and equipment shall be supplied by the buyer at its expense and risk.

6.5 FOILTONE reserves the right to charge for extra installation costs incurred as a result ofthe need to dismantle and re-assemble the goods or any part thereof or for delays in the part of the buyer in providing any necessary items specified in paragraph (4) above or access to premises or equipment in connection with installation of the goods or as a result of any other circumstances beyond FOILTONE control.

7.1 The price stated in the confirmation of order shall be paid to FOILTONE in sterling and if the price is quoted in a non-sterling currency the rate of exchange applicable shall be the rate prevailing in London for sterling for immediate delivery at the date of payment of the price, or of the instalment in question (as the case may be.)

7.2 Where, as a result of any alteration in the official rate of exchange between sterling and a currency quoted by a supplier of the goods to FOILTONE as being the currency in which FOILTONE must pay to acquire the goods or any part thereof for onward sale under this contract to the buyer, the amount so payable by FOILTONE increased, FOILTONE shall be entitled to increase the price by the same amount; and paragraph (6.3) of condition 6 above shall apply mutatis mutandis where FOILTONE exercises its right under this paragraph.

7.3 If the buyer is prohibited by law or government regulation from making payment (in whole or part) to FOILTONE of the price or of any other sums due under these conditions the buyer shall take all steps within its power to obtain permission to make such payment as aforesaid and the same time pay any such sums as are due and outstanding to the account of FOILTONE at a bank within the country of the buyer nominated in writing by FOILTONE

8.1 The time or times specified in the confirmation of order for payment of the price shall be of the essence of the contract.

8.2 In the case of goods by instalment each instalment shall be paid for separately and accordingly the provisions of this condition shall apply to each instalment.

8.3 Where there has occurred:

(a) non-delivery of a minor or insubstantial part of the goods the absence of which does notprevent the substantial use or operation of the goods by the buyer or

(b) delivery of goods which are incomplete in a minor or insubstantial respect (non

amounting to a serious defect or to non-merchantability) the effect of which does not prevent the substantial use or operation of the goods by the buyer, the buyer shall not be entitled to withhold payment of the price but shall immediately notify FOILTONE in writing of such minor non-delivery or incomplete delivery.

8.4 If for any reason whatsoever any payment is not made by the due date or dates the buyer shall be liable to pay interest on the amount of amounts unpaid from time to time as a rate of 4% per annum over the National Westminster Bank Limited base rate from time to time throughout the period of non-payment from the due date until receipt by FOILTONE.

8.5 Failure by the buyer to make any payment hereunder by the due dates shall entitle FOILTONE at its option to cancel or suspend the contract without prejudice to any rights FOILTONE may have against the buyer.

9.1 Property in the goods to be supplied under this contract shall not pass from FOILTONE to the buyer until payment in full has been received by FOILTONE and payment shall be treated as having been received only when the amount in question is credited to FOILTONE bank account.

9.2 Risk shall pass to the buyer upon delivery but where delivery has been delayed through the fault of the buyer FOILTONE shall not be liable for any resulting loss or damage to the goods or any part thereof.

9.3 The buyer shall arrange full insurance of the goods (and parts thereof) against and loss or damage with effect from delivery.

9.4 Except in a case where to the knowledge of FOILTONE the buyer is buying the goods with the assistance of hire purchase or credit facilities the buyer shall not without the prior written consent of FOILTONE sell, assign, pledge, mortgage, charge, let, part with possession (in whole or in part) or otherwise dispose of the goods or any part thereof in any way whatsoever until payment in full has been received by FOILTONE hereunder and property has accordingly passed to the buyer.

9.5 The buyer shall be deemed to have accepted the goods from date of delivery.

10. Warranties

10.1 FOILTONE makes no attempt to exclude or restrict its liability for death or personal injury resulting from negligence (within the meaning of section 1 of the Unfair Contract Terms Act 1977) or for breach of its obligations arising from section 12 of the Sale of Goods Act 1979 (sellers implied undertakings as to title, etc); and the following paragraphs of this condition are to read and construed subject to this paragraph.

10.2 No warranty, condition or representation (express or implied) as to description, condition, quality or suitability of the goods or any part thereof (whether collateral to the contract or otherwise is given by FOILTONE, or deemed to be or have been given or implied; and any statutory or other warranty, condition or representation (whether express or implied and whether collateral to the contract or otherwise) is hereby excluded and extinguished.

10.3 Subject as provided in condition 11 below, FOILTONE shall not be liable for any loss or damage arising out of any malfunctioning of or defect in or failure of the goods or any part thereof.

10.4 FOILTONE shall not be liable for any consequential loss of or damage to the buyer or any of its property (real or personal) or for any loss of suspension of business or production of the buyer howsoever arising and whether caused by the breach of contract or negligence of FOILTONE or its servants or agents or otherwise and whether arising in connection with any goods supplied by or work or services undertaken by FOILTONE pursuant to this or any other contract or otherwise

10.5 FOILTONE shall not be liable for any loss or damage arising out of any claim made or threatened against the buyer for infringement of any letters patent, design, trade mark, copyright or other title or right of any third party in respect of the goods or any part thereof of their use; and the buyer shall assume all liabilities to third parties which may arise from its possession, use, enjoyment, or resale of the goods or any part thereof.

10.6 All details contained in FOILTONE specifications, catalogues, brochures, photographs, descriptive materials, technical literature and advertisements have been carefully prepared with a view to avoiding errors but their accuracy is not guaranteed and they are subject to change by FOILTONE without notice; and FOILTONE shall not be liable for any inaccuracies or any omissions therein.

10.7 Without prejudice to the generality of this or any other condition in no circumstances shall the liability of FOILTONE to the buyer arising from breach of contract or negligence hereunder exceed the amount of the price.

11.1 FOILTONE may in its absolute discretion, and provided that the relevant defect is notified to FOILTONE immediately, repair, replace or accept the return of any goods under proper usage prove to be unserviceable owing to defective material or workmanship therein within a period of 12 months (of single shift working) after delivery of the goods.

11.2 If FOILTONE in its absolute discretion accepts the return of any goods, FOILTONE shall refund the price, or as the case may be, the proportion of the price then paid by the buyer (but so that FOILTONE shall suffer no loss in respect of the value added tax payable on the price) in full only upon safe receipt of the goods in good condition at its premises whereupon the buyer shall cease to have any claim of whatever nature against FOILTONE.

11.3 In the case of goods not manufactured by FOILTONE or to FOILTONE design, the liability of FOILTONE under the contract shall not in any event exceed the liability of the manufacturer to FOILTONE.

12. The buyer shall upon FOILTONE request supply FOILTONE with any technical details necessary for the buyer's individual requirements and with suitable materials for test and trial runs in such quantity or quality as may be necessary, in each case free of delivery and all other charges and expenses.

13. FOILTONE shall have the right to terminate the contract as regards future deliveries as a result of the failure of the buyer to give proper instructions for delivery or otherwise of because of the buyer's breach (in whole or in part) of this or any contract with FOILTONE but such termination shall be without prejudice to any rights of FOILTONE against the buyer.

14. Any concession, latitude or waiver which FOILTONE may grant or allow to the buyer from time to time shall not prevent FOILTONE subsequently exercising its full rights under this contract.

15. The above conditions shall be governed by and construed in all respects in accordance with English Law (which shall be the proper law of the contract) and the buyer (if resident outside England) submits to the non-exclusive jurisdiction of the English courts.

September 2008

Foiltone

Retrofit Cold Foil and Cast & Cure systems