Terms and Conditions of Sale of Kempston Controls

1. DEFINITIONS

For the purposes of these terms and conditions the 'Seller' is Midland Automation Limited, the person or company who placed an order with the Seller is referred to as the 'Buyer' and includes the principal on whose behalf the person or company placing he order may be acting as agent.

2. GENERAL

2.1 Any terms or conditions stipulated by the Buyer, whether referred to or contained on his enquiry or order form or otherwise are overridden and the Buyer's order is accepted subject to these terms and conditions only which govern all transactions between the Seller and the Buyer. The Seller's terms and conditions shall be deemed to be accepted on the placing of an order an no variation shall be binding upon the Seller unless expressly agreed to by a Director of the Seller in writing.

2.2 The terms of the contract consist of those contained in these terms and conditions and in the Seller's acceptance o1 the Buyer's order and the Buyer shall not be entitled to rely on any other representations, warranties or statements whatsoever.

2.3 Performance of the contract by the Seller is subject to the availability of goods and materials at the time of the order.

3. CATALOGUES, ETC.

All promotional matter, drawings, illustrations, designs, specifications, plans, booklets, catalogues and any other details written or printed matter whatsoever supplied by the Seller generally represent goods, materials or devices specified but not necessarily the goods, materials or devices which are the subject of the Seller's quotation. They shall not form any part of a contract based thereon and are supplied only for the purpose of general guidance.

4. DELIVERY

4.1 Time shall never be the essence of the contract in the matter of despatch and delivery.

4.2 Delivery will be made in the place to which the goods the subject of the order would normally be despatched unless otherwise specified in the acceptance of the order.

4.3 The Buyer's failure to take or accept delivery when due or made or to give adequate delivery instructions may lead to the additional costs incurred being charged to the Buyer.

5. PRICES AND PAYMENT TERMS

5.1 Any prices shown on any literature, eg price lists, catalogues etc are for general guidance only.

5.2 Quotations issued by the Seller remain valid for 30 days from the date of the quotation, subject to earlier withdrawal and do not cover the cost of packing, carriage, any other special charges or Valued Added Tax which shall be charged to the Buyer at the appropriate rate. The price quoted by the Seller is asked on costs at the date of the quotation and the Seller shall have the right to increase the price to provide for any variations, either by rise or fall, which occur in these costs between the date of the quotation and the date on which the goods are despatched. The Buyer will be advised of any such price adjustment and will have 24 hours from such notice being given to cancel the order.

5.3 Where no price has been fixed or agreed at the time of the Seller's acceptance of the Buyer's order, the price shall be that current in the Seller's lists at the time of delivery plus the costs of packing, carriage, delivery, any special charges and Valued Added Tax.

5.4 Payment in full of the Seller's invoice shall be made no later than 30 days following the end of the month stated as the date of the invoice.

5.5 Time for payment shall be the essence of the contract and interest at the rate of 4 / over Barclays Bank plc's base rate from time to time shall be payable on any overdue payments and shall run from the date payment is due until the date payment in cleared funds is made and will accrue even after judgement.

5.6 The Buyer may not set off against the price any sums which it claims, whether or not arising from the same contract, from the Seller.

5.7 The Buyer shall immediately notify the Seller and shall immediately notify the Seller and shall, upon demand made orally or in writing by or on behalf of the Seller, deliver the goods or cause the goods to be delivered up to the Seller if:

5.7.1 the Buyer fails to pay for the goods on the due date (or failure to pay any installment, in which case the whole outstanding balance shall immediately become due);

5.7.2 the Buyer goes into receivership, is declared bankrupt (or any equivalent of thereof) or enters into an arrangement with its creditors, or if being a company, the Buyer goes into liquidation or into receivership or is otherwise declared insolvent or prohibited from trading.

6. LIABILITIES

6.1 Under no circumstances will the seller be liable in contract, tort or otherwise for any loss or damage of whatsoever kind (except for death or personal injury) or however caused or for anything done or omitted to be done in connection with the Buyer's order or any work in connection therewith, except as set out in clause 6.2.

6.2 The Seller will only be liable for defects due to faulty materials or workmanship which appear within 2 weeks after delivery of the goods from the Seller and of which notice is given as soon as reasonably practicable to the Seller by the Buyer. such liability will not extend to defects arising out of a design or specification stipulated by the Buyer. In the event of any defect due to faulty workmanship or materials appearing within 2 weeks after delivery from the Seller and upon notice thereof being given to the Seller as set out above, the seller may at its own discretion either:- (a) replace any defective goods; or (b) remedy any defect; or (c) refund the purchase price of the goods (if paid) or of any defective part thereof.

6.3 Without prejudice to the above, the liability of the Seller to the Buyer shall not exceed the liability of the manufactured by the Seller in respect of goods supplied but not manufactured by the Seller, whether such goods are used by the Seller as a component part of a larger item ordered by the Buyer or not.

6.4 Without prejudice to the above, under no circumstances will the Seller be liable for any indirect or consequential losses nor will any liability exceed the price of the goods to which the claim relates.

6.5 The Seller shall only be liable where goods delivered by the Seller suffer damage in transit if a written claim, giving full particulars is received by the Seller within 48 hours of delivery and the Seller's liability shall be limited to the repair and/or replacement of the goods or materials at its sole discretion upon return within 2 weeks of delivery of the damaged goods to the Seller.

7. WARRANTY AND GUARANTEE

No warranty or guarantee, expressed or implied, as to the suitability or fitness for any purpose or merchantability of the goods supplied by the Seller is given by the Seller.

8. PROPERTY

8.1 Property in the goods remains with the Seller and shall not pass from the Seller until payment of the full price has been received in respect of:- (a) all goods the subjects of the contract; and (b) all other goods the subject of any other contract between the Seller and the Buyer.

8.2 If the goods the subject of this contract or any part are used by the Buyer to make a new object of whatever nature or mixed with or caused or permitted to be attached to any new object, objects or material, or in any way whatsoever to become a constituent of any other object, the Buyer will store such new object or objects separately and the Seller will have legal and equitable ownership of such new object or objects which the Buyer shall hold as agent for the Seller.

8.3 After delivery or despatch by the Seller, whichever is the earlier, notwithstanding the above all goods are at the Buyer's risk and must be paid for, notwithstanding the destruction thereof or any damage thereto however caused.

9. CANCELLATION

9.1 The acceptance of any cancellation will only be binding on the Seller if in writing.

9.2 The cancellation of an order by the Buyer for any reason (except that provided for in clause 5.2) will only be accepted at the discretion of the Seller and in any event on condition that any costs or expenses incurred by the Seller as direct or indirect result of such cancellation plus a minimum of 15% of the value of the order cancelled are paid and all loss or damage resulting to the Seller by reason of such cancellation is made good by the Buyer to the Seller forthwith.

10. FORCE MAJEURE

The Seller shall not be liable to the Buyer in respect of any failure to perform its obligations under this contract due to circumstances beyond its control. Such circumstances shall include but not be limited to weather conditions, fires, breakdown in the Seller's plant or machinery,fleors, war, requisitions, embargo, insurrection, currency restrictions, shortage or breakdown of transport, materials or plant, restrictions on the use of power, lockout, strike, stoppages industrial.dispute or acts of terrorism.

11. SERVICES AND ADVICE

The Seller shall not be liable to the Buyer in respect of any damage or loss whatsoever kind caused to the Buyer or to the property of the Buyer arising out of the provision or performance of any services provided or performed by the Seller for or any advice given to the Buyer in relation to the goods sold, whether at the request of the Buyer or otherwise.

12. CONFIDENTIALITY

The Buyer will use all reasonable endeavours to ensure that the Seller's confidential information is not copied or disclosed to any third party in any manner whatsoever except upon the prior written authority of the Seller.

13. LAW AND JURISDICTION

This agreement will be governed and construed in accordance with English law and the parties submit to the exclusive jurisdiction of the English Courts.