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 as acceptance of these conditions.

These conditions may not be modified or varied unless COMPLETE DETECTION SYSTEMS LTD or any of its subsidiary companies, (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 particular order or other communication from the buyer.

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

2. VALIDITY OF QUOTATION. The Company reserves the right to refuse the buyers acceptance of a quotation unless such a quotation is stated to be open for a specific period and is not withdrawn in such period. No binding contract shall be created by the acceptance of the buyer of the Company’s quotation until such notice of 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 good in the event that no question is given by the Company and it has received an order from the buyer. All deliveries are subject to these conditions of sale.

3. NEW ACCOUNTS Prospective customers 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 been proved acceptable.

4. TERMS OF PAYMENT (a) Accounts are payable within 30 days of the invoice date. Any variation to these terms will only be accepted where agreed by the Company and confirmed in writing. Where the credit terms are exceeded the Company reserves the right to demand immediate payment of the account in total. The Company reserves the right to refuse credit at any time and demand immediate payment of all moneys outstanding. No receipts will be issued against payment made by cheque unless specifically requested. The Company, at its discretion reserves the right to charge interest on accounts outstanding beyond the time specified in this condition. The rate of interest shall be 3% per annum over Barclays 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 or non-payment. (b) Where the contract is to be or may be in separate installments. Deliveries or parts, payment for each such instalment, delivery or part, shall be made as if the same constituted a separate account.

5. PRICES Unless otherwise agreed in writing all orders are executed subject to prices and any relevant discounts ruling at the date of despatch and any price list the Company whether published or 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 appropriate rate.

6. CREDIT. Any Contract shall be subject to the Company being satisfied as to the buyers 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 times as the buyer tenders purchase money to the Company in a form satisfactory to the Company.

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

8. DELIVERY. 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 of damage arising from delivery will be accepted by the Company.

9. TITLE OF GOODS. The Company and the buyer expressly agree that until the Company has been paid in full for the goods supplied that the goods remain the property of the Company although the risk therein passes at the point when delivery is made. The Company may recover the 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 of the Company is willing to accord to the buyer, and for that purpose the Company servants and agents may enter upon any land or building upon which the goods are situated. If the buyer incorporates such goods into other products with the addition of his goods or those of others, or uses 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 for the Company in a proper manner without charge to the Company.

The buyer has the right to dispose of the goods or such other products in the course of his business for then 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 to account to the Company for the proceeds but retain therefrom an excess of such proceeds over the amount outstanding and due to the Company, and the Company has the additional right to recover the buyers price from the buyers customer to the extent unpaid: if the Company avails itself of this right, it will account to the buyer for any expenses incurred by effecting recovery.

10. CARRIAGE The Company normally makes no charge for delivery from its own warehouse within its van delivery area, but reserves the right to charge carriage on deliveries outside its usual delivery area, and to special addresses and for low value orders. Where goods are specially ordered from manufacturers and a carriage charge is made, the company reserves the right to recover this charge from the buyer.

11. PACKING AND CASES Boxes and cases, which have been charged, will be credited in full if returned and received in good condition, carriage paid within 14 days from the date of invoice. Cable drums are charged in accordance with the manufacturers conditions.

12. DAMAGE IN TRANSIT AND SHORTAGES The Company will, when the price quoted includes 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 three days of delivery. Goods received in a damaged or unsatisfactory condition must be signed for as such. On receipt, goods should be checked with the 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.

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

14. WARRANTY the Company’s liability in respect of all goods supplied by its 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 further liability howsoever arising and all conditions and warranties expressed or implied by or under statute custom or trade are hereby expressly excluded.

15. DESCRIPTIVE MATTER AND ILLUSTRATIONS All descriptive and forwarding specifications, drawings and particulars of weighs 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.

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

17. PATENTS In the event of any claim being made or action being brought against the buyer in respect of infringement of British Patents by the use or sale of goods supplied by the Company, the buyer shall notify the Company immediately and the Company shall be at liberty with the buyers assistance if required, but at the Company’s expense, to conduct through the Company’s own lawyers and experts all negotiations for the settlement of the same or any litigation that may arise therefrom: subject to such notifications and provided that no goods or any part thereof, shall be used for any purpose other than that for which the Company supplied, the Company will indemnify the buyer in respect of any such claims.

18. 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 buyers or if he offers to make any arrangement the or for the benefit of his creditors or commits any act of bankruptcy or, being a limited company, has e Receiver appointed of its undertaking or assets or any part thereof or, for the purposes of reconstruction or amalgamation without insolvency, goes into liquidation, the Company shall there upon be entitled without prejudice to its other rights forthwith to suspend all further deliveries until the fault has been made good or to determine the contract or any unfulfilled part thereof, or at the Company’s option to make partial deliveries.

19. COPYRIGHT All drawings descriptions and other information submitted by the Company shall remain the property of the Company together with the copyright therein.

20. VALUE ADDD TAX where chargeable. Value Added Tax will be charged at the rate applicable at the date of despatch. Cash settlement discount is not available on Value Added Tax.

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

22. PERFORMANCE GUARANTEE AND LIABILITY

(1) Products manufactured or supplied by the Company are not designed manufactured or adapted for use in adverse industrial or extremes of weather or abnormal operating conditions of any kind.

(2) The Company does not warrant or otherwise undertaken that the products manufactured or supplied by it will be fit for any purpose involving use in adverse industrial atmosphere or extremes of weather or abnormal operating conditions of any kind and any terms or representations express or implied by statute common law custom of trade or otherwise are to that extent excluded.

(3) The Company undertakes to remedy any defects arising within one year of the despatch from faulty materials or at any time from faulty workmanship of any product manufactured by it PROVIDED THAT

(a) The defects developed under proper and normal conditions.

(b) Notice of such defects is given in writing to the Company as soon as reasonably practicable.

(c) Unless the products concerned have been installed by the Company) the products are returned carriage paid to the Company within fourteen days of such defect appearing.

(d) When replaced any defective parts shall become the property of the Company.

(4) The Company will undertake its full liability both at common land and statute in respect of the products and/or service the subject of the Specification and Quotation PROVIDED THAT the Company’s liability in respect of death or personal injury resulting from negligence of the Company its servants or agents when acting in the course of their employment by the Company.

(5) The Company accepts liability in respect of death or personal injury resulting from negligence of the Company its servants or agents when acting in the course of their employment by the Company.

(6) The Company accepts liability in respect of direct damage to premises in which the products may be installed or their contents resulting from negligence of the Company its servants or agents while working at the premises and when acting in the course of their employment by the Company PROVIDED THAT the Company’s liability in respect of any one claim shall be limited to making good such damage up to a total sum of Ł50,000 (inclusive of all costs and expenses).

(7) The company will use its reasonable endeavours to carry out its obligations under the Specification and Quotations within a reasonable time.