CONDITIONS OF SALE

1. These Conditions of Sale (the “Conditions”) shall be deemed to be incorporated into any contract arising from any quotation and no stipulation or condition which would conflict with or in any way vary qualify or negate any of the Conditions shall be binding upon us unless expressly agreed by us in writing by a Director of the Company. Unless we otherwise agree in writing the Conditions shall also apply to any materials or goods supplied by us to the Buyer whether or not such supply is made pursuant to a formal quotation. Any references in these conditions to “The Company” or “we” or “us” or “our” means ADBRUF Ltd. “The Buyer” means the customer who shall order or buy the products.

2. The price specified on any quotation shall be based upon the costs applicable at the date of the quotation. If after the date of the quotation there shall be any increase or decrease in such costs, then the prices quoted shall be subject to review. All quotations will remain valid for 7 days from the date of issue unless otherwise stated and following any significant increase in raw material costs then the prices quoted will be subject to review with immediate effect and without notice.

3. The Company and the Buyer expressly agree that until the Company has been paid in full for all goods comprised in any contract between them, the said goods will remain the property of the Company and the Buyer shall hold the goods for the seller as Fiduciary Bailee. The Buyer fails to make any payment when it becomes due, or enters into any composition or arrangement with its creditors, or has a Receiver or Administrator appointed, the Company may recover the goods still in Buyer’s possession. The Buyer having parted with possession by way of commercial contracting or other sale of goods, as Fiduciary Bailee the Buyer will hold in trust so much from the proceeds of the sale as represents the liability to the Company in respect of them.

4. All quotations are based upon safe and easy access for our vehicles for delivery and collection of materials and goods. In the event that in our opinion such access is not available or in the event that in our opinion any road or ground over which our vehicles would have to travel is unsuitable, we reserve the right to refuse to so deliver or collect. Further, should we incur extra costs in making a delivery by reason of an unsatisfactory access or an unsuitable road or ground for our vehicles we shall be entitled to recover these extra costs as an increase to our quoted price or prices.

5. In all cases where delivered prices are quoted, this shall mean delivery to site or depot only, the cost of unloading and the responsibility for any loss or damage occasioned thereby, shall rest entire with the Buyer.

6. We shall not be responsible for failure to supply or for delay in supplying any materials or goods which may be due to or result from (whether directly or indirectly) any causes or circumstances beyond our control and without limiting the generality of the foregoing such case or circumstances shall extend to any Act of God, any war hostilities (whether war be declared or not), invasion, act of foreign enemies, riot, civil commotion or disorder, rebellion, insurrection or military or usurped power, any strike or lock-out, any fire, accident, breakdown of machinery, any shortage of labour or materials, equipment or spare parts affecting the production or transit or such materials.

7. Cancellation: No cancellation of any order for supply can be accepted unless such cancellation is received in writing at the Company’s works in time to prevent the order being batched, mixed or loaded. Any costs incurred by the Company as a result of the cancellation or variation of an order, whether before or after commencement, will be charged to the Buyer.

8. Our prices only cover delivery or collection on normal working days during normal working hours. All deliveries made on Public Holidays, Sunday or Saturday afternoons or at any time outside normal working hours or in the event that discharge is not completed within one hour will be charged for by us and paid for by the Buyer as increases to our quoted price or prices.

9 (a). Although every effort is made to supply materials or goods to accord with the quality of specification ordered, if any materials or goods supplied by us should be proved to us to be defective or not in accordance with the said quality or specification ordered our liability shall be limited to replacement at our expense of such materials or goods. Such replacement shall only, however, be made if we receive a complaint in writing within 7 days after the supply of the materials or goods of which complaint is made.

b). Any samples submitted by the Company are from current production at the time of submission of such supplies. Due to variations in raw materials the materials eventually supplied may not necessarily conform to the original sample but the Company will supply material to conform to the relevant British Standard Specification if applicable.

(c). The Company can accept no responsibility whatsoever in regard to the suitability or otherwise for any intended purpose of any specification of quality required of any material supplied by us.

(d). The Company will accept no responsibility unless it has been given an opportunity of investigating any alleged defect and of making representations as to any remedial action to be taken.

e). We shall in no circumstances be under any liability for any consequential or indirect loss or damage howsoever arising howsoever caused.

(f). Our total liability in respect of materials or goods supplied pursuant to any quotation shall be limited to that set forth in sub-clauses (a) and (b) of this Clause and any other liabilities whether in contract, tort or otherwise and all and any conditions, warranties, terms and representations (whether express, implied or statutory or otherwise) are hereby excluded.

10. Unless other wise expressly stated in any quotation we require payment to be received by us within 30 days after the date of delivery of materials or goods supplied. In the event of payment not being made to us within 30 days of the date of delivery of materials or goods supplied (or such other payment period expressly stated in our quotation) we shall be entitled to charge interest on overdue accounts at a rate equivalent to 5% above the base rate of Lloyds Bank pIc calculated on a daily basis.

11. Our quotations are submitted on the assumption that arrangements for payment (including references as to credit worthiness) will prove satisfactory to us. Should this not prove to be the case and should any payment to us be overdue we reserve the right at any time to suspend or discontinue delivery of any materials or goods and we shall have no liability for such a suspension of or failure to make delivery in these circumstances.

12. The invalidity of any clause forming part of these conditions shall not affect the validity of the other clauses thereof.

ADBRUF LTD 953