Terms and Conditions of Sale

1 GENERAL ALL orders are subject to these conditions of sale and the placing of an order by the buyer shall be considered acceptance of these conditions. These conditions may not be modified or varied unless Castle Technology Limited (Hereinafter referred to as 'the Company') agrees in writing and the Company shall not be deemed to accept such other conditions nor waive any of these conditions by failing to object to provisions contained in any purchase order or other communication from the buyer.

No person has authority on behalf of the Company to vary any condition except a Director, and then only in writing signed by a Director.

2. VALIDITY OF QUOTATION The Company reserves the right to refuse the buyer's acceptance of a quotation unless such quotation is stated to be open for a specific period and is not withdrawn in such a period. No binding contract shall be created by the acceptance of the buyer of the company's quotation until such notice of the acceptance of the offer has been given in writing which shall have been signed by the Company's duly authorised representative or the Company has indicated its acceptance of the offer by making delivery or part delivery of the goods. In the event that no quotation is given by the Company and it has received an order from the buyer, all deliveries are made subject to these conditions of sale notwithstanding that goods may have been delivered prior to the formation of the contract.

3. NEW ACCOUNTS Prospective businesses wishing to open a credit account are requested to furnish two trade references and one Banker's reference. Until the opening of a credit account has been confirmed, a remittance should accompany the order, otherwise delivery will not be made until after the references have proved acceptable.

4. SETTLEMENT TERMS Accounts are payable strictly within the Settlement terms stated on the original invoice. Unless otherwise stated on the original invoice, Settlement Terms for credit account customers is within 30 days of date of invoice.

Where the Company has offered discount for settlement within a stated period, such discount will be non-negotiable forfeited if payment received by the due date.

The Company, at its discretion, reserves the right to charge interest outstanding beyond the due date. The rate of interest shall be 2% per annum over Lloyds Bank base lending rate from time to time in force. The Company can exercise this right in addition to any other rights it may have in respect of goods of non-payment.

Where the contract is to be or may be fulfilled in separate instalments, deliveries or parts, payment for each such instalment, delivery or part, shall be made as if the same constituted a separate contract. If the buyer fails to pay for any delivery in accordance with the terms of this contract the Company may withhold further deliveries until such payment is made or (at the Company's option) may exercise any of the following rights either alone or in combination:-

a) terminate the contract

b) recover goods already delivered

c) retain all payments already made

d) vary the terms of this contract as to payment.

5. PRICES Unless otherwise agreed in writing all orders are executed subject to prices and any relevant discounts ruling at the date of dispatch and any price list of the Company whether published or not shall not affect the right of the Company to charge for goods in accordance with this clause.

All prices are subject to the addition of Value Added Tax at the prevailing rate.

6 CREDIT Any contract shall be subject to the Company being satisfied as to the buyer's credit worthiness and without prejudice to the generality of the foregoing the Company may, in its absolute discretion, having informed the buyer that the goods are ready for delivery, refrain from delivering the goods until such time as the buyer tenders the purchase money to the Company in a form satisfactory to the Company.

7 ORDERS Orders sent in confirmation of telephone or other instructions should be clearly marked as such, otherwise any additional expense incurred by the Company as a result of duplication of order will be charged to the buyer.

8 DELIVERY dates are promises given in good faith by the Company to indicate estimated delivery times but shall not amount to any contractual obligation to deliver at the time stated. No liability for direct or consequential loss or damage arising from delay in delivery will be accepted by the Company.

9 TITLE TO GOODS The Company and the buyer expressly agree that until the Company has been paid in full for the goods supplied, the goods remain the property of the Company although the risk therein passes to the buyer at the point when delivery is made. The Company may recover these goods at any time from the buyer in his possession if the Company judges that the amount outstanding from the buyer on the general statement of account between the parties is in excess of the credit limit the Company is willing to accord to the buyer and for that purpose the Company's servants and agents may enter upon any land or building which the goods are situated for the purposes of inspecting the goods or of repossessing and removing and/or re-selling the goods. If the buyer incorporates such goods into other products, with the addition of his goods or those of other, or uses such goods as materials for other products, with or without such addition, the property in those other products is upon such incorporation or use ipso/facto transferred to the Company and the buyer as bailee of them for the Company will store the same so that they remain identifiable as the company's property for the company in a proper manner without charge to the Company.

So long as the goods remain the Company's property the buyer will insure them against loss or damage under a policy which protects the Company's interest in the goods.

The buyer has the right to dispose of the goods or such other products in the course of his business for the account of the Company and to pass good title to the goods or products to his customer being a bona fide purchaser for value without notice of the Company's rights.

In the event of such disposal the buyer has the fiduciary duty to the Company for the proceeds but may retain there from an excess of such proceeds over the amount outstanding and due to the Company, and the Company has the additional right to recover the buyer's price from the buyer's customer to the extent unpaid; if the Company avails itself of this right it will account to the buyer for any excess less any expenses incurred by effecting recovery.

10 CARRIAGE Where delivery cost is chargeable to the buyer this will be stated at time of quotation and specified on the invoice.

11 DAMAGE IN TRANSIT AND SHORTAGES The Company, will, when it undertakes delivery, repair or replace free of charge goods damaged in transit provided that the carriers and the Company receive written notification of such damage within twenty four (24) hours of delivery. Goods received in a damaged or unsatisfactory condition must be signed for as such.

On receipt goods should be checked with delivery advice note enclosed with the goods. Shortage claims will only be considered if the carriers and the Company receive written notification of such shortage within three days of delivery, failing which no liability will be admitted. The packing and contents should be retained for inspection.

12 RETURNS Goods correctly supplied may not be returned without the Company's written agreement. Goods must be consigned 'carriage paid' and accompanied by a packing note stating the Company's invoice number and date thereof together with the reason for return. Any article which has been supplied to special requirements cannot be accepted for credit under any circumstances, and other instances, a re-stocking charge may be imposed.

13 WARRANTY Unless otherwise agreed by form of written contract the Company's liability in respect of all goods supplied by it shall be limited to giving the buyer the benefit of any guarantee or warranty given by the manufacturer of such goods. The Company shall not be under any liability howsoever arising and all conditions and warranties expressed or implied by or under statute custom or trade usage are hereby expressly excluded.

14 DESCRIPTIVE MATTER AND ILLUSTRATION All descriptive specifications, drawings and particulars of weights and dimensions issued by the Company are approximate only and are intended only to present a general idea of the goods to which they refer and shall not form part of the contract.

15 LIMITS OF CONTRACT Any quotation includes only such goods, accessories and work as are specified therein.

16 BANKRUPTCY In the event of the buyer committing any breach of contract with the Company or if any distress or execution is levied upon the goods of the buyer or if he offers to make any arrangement with or for the benefit of his creditors or commits any act of bankruptcy or, being a limited Company, has a Receiver appointed of its undertaking or assets or any part thereof or, for the purposes of a reconstruction or amalgamation without insolvency, goes into liquidation, the Company shall thereupon be entitled without prejudice to its rights forthwith to suspend all further deliveries until the fault has been made good or determine the contract or any unfulfilled part thereof, or at the Company's option to make partial deliveries. The buyer shall also respect the Company's trade marks and shall not remove or alter such marks on the goods.

17 COPYRIGHT All drawings, description and other information submitted by the Company shall remain the property of the Company together with the copyright therein.

18 VALUE ADDED TAX Where chargeable, Value Added Tax will be charged at the rate applicable at the date of despatch.

19 LEGAL CONSTRUCTION Unless otherwise agreed by the Company in writing, these conditions shall in all respects be construed and operate as an English Contract, in conformity with English Law.