1. DEFINITIONS
In these terms and conditions ("conditions") the "Company" means SKOT TRANSFORMERS LTD. "Purchaser" means the person who buys or has agreed to buy the goods; the expression "liability whatsoever" shall include without prejudice to the generality of the expression, liability in tort and in contract, including liability for death, personal injury, damage to, or loss of, property and all direct and consequential loss of any kind howsoever caused or arising but excluding any liability for death or personal injury resulting from the Company's negligence within the meaning of that expression as defined in Section 1 of the Unfair Contract Terms Act 1977.

2. OFFER ACCEPTANCE
Unless previously withdrawn or otherwise stated therein the Company's quotation shall remain valid for 30 days from the date of issue thereof. The placing of an order shall be deemed to be subject to these conditions which shall apply to the exclusion of any other provisions contained in any document issued by the Purchaser and, in particular, but without prejudice to the generality of the foregoing, contained in any order sent by the Purchaser.

3. ACCURACY OF DESCRIPTION OF GOODS AND SERVICES
Unless the goods are stated to be sold as complying with a recognised trade or industry standard, all descriptions, specifications, drawings and particulars of capacity, performance, weights and dimensions in the Company's catalogues, trade literature and other published matter are of a generally informative nature and approximate only and none of these form any part of any contract or give rise to any liability whatsoever on the part of the Company.

4. PRICE
Subject to the provisions of these conditions the price of the goods is that price specified in writing by the Company in its acceptance of an order placed by the Purchaser and unless otherwise stated in writing the price of the goods so specified is exclusive of insurance, packing materials for use in connection with export contracts, freight, carriage Value Added Tax and all other applicable taxes and duties. The price for copper based productions may be adjusted by between 0.4% and 0.6% per $10 per tonne change in the London Metal Exchange price from the date of quotation or tender to the date of acceptance. The price so specified is for the batch quantity and delivery date shown. Where the batch quantity varies from that quoted the price will be adjusted to give the contract price for the goods actually received. The price of the goods is based on the costs of materials, labour and currency exchange rates ruling at the date of the quotation and the Company reserves the right to amend the price of the goods to take account of any variations in these costs.

5. PAYMENT
a) Unless otherwise stated in writing, payment of the price of goods will be due on the 30th day following delivery. Where an account has been agreed the Company may in its absolute discretion set and alter the Purchaser's credit limit and the Company reserves the right not to deliver goods if the price thereof increases the amount owed by the Purchaser to the Company beyond the Purchaser's credit limit.
b) Without prejudice to any other rights of the Company hereunder, if the purchaser shall fail to give all instructions reasonably required by the Company and all necessary documents for forwarding the goods or shall otherwise cause or request delay, the Purchaser shall pay to the Company as part of the price all costs and expenses, including any storage or insurance charges incurred or arising from such delay.
c) The Purchaser shall from the date when the price for the goods is due hereunder pay interest on any outstanding amount thereof at the rate of two per cent above the base rate for the time being of Lloyds Bank Plc.
d) The Company shall be entitled to bring action for the price whether or not the title in the goods has passed.

6. TRANSFER OF PROPERTY
a) The title in the goods shall remain in the Company until full payment under the contract to which these conditions apply has been made, subject to condition 6b, or title is properly vested in some other person by the operation of law. Until the title passes, the Purchaser must keep the goods free from any charge, lien or other encumbrance.
b) If upon receipt of payment for the goods the subject of the Contract hereby made, any amounts remain due by the Purchaser to the Company in respect of any goods supplied by the Company to the Purchaser, the goods the subject of the contract hereby made and such other goods shall remain the property of the Company.
c) The Company may, at any time after payment for the goods has become due or if the Company is entitled to terminate the contract pursuant to Condition 12 before the property in the goods has passed, take possession of the goods (which for the avoidance of doubt will include the right to stop the goods in transit) and remove them and the Purchaser shall be deemed to have granted irrevocable authority to the Company to enter upon the Purchaser's premises or other premises where the goods may be by its employees or agents to take possession of the goods and (if necessary) to dismantle the goods from anything to which they are attached.
d) If prior to the expiry of 7 days from the date when the Company has taken possession of the goods the Purchaser pays all sums then due or owing to the Company together with the costs of retaking possession of the goods, the Company will re-deliver the goods to the Purchaser at the Purchaser's expense. If within the 7 day period the Purchaser fails to pay all sums then due or owing to the Company, the Company may re-sell the goods and shall pay to the Purchaser the balance of any sums received upon the re-sale of the goods after deducting all sums due or owing from the Purchaser to the Company and the costs of taking possession of and re-selling the goods save that if the sums so received by the Company do not exceed all sums due or owing from the Purchaser to the Company and the costs of taking possession of and re-selling the goods the Purchaser will pay to the Company any shortfall.
e) The Purchaser may agree to re-sell any goods in its possession in the ordinary course of trading notwithstanding that the property in the goods has not then passed to it, provided the Company has not required their return and provided none of the events mentioned in condition 12 has occurred.
f) If and whenever requested by the Company, the Purchaser will mark any goods conspicuously as being property of the Company and ensure that such marking is not removed or obliterated and will promptly identify and show any goods of the Company to the Company or its representative.
g) Where the Company is unable to determine whether any goods are the goods supplied under this Contract the Purchaser shall be deemed to have sold all goods of the kind sold by the Company to the Purchaser in the order in which they were invoiced to the buyer.
h) Nothing in the Contract will constitute the Purchaser as the agent of the Company in respect of any sale of the goods by the Purchaser so as to confer upon a third party rights against the Company.

7. RISK
The goods are at the Purchaser's risk from delivery of the goods to the Purchaser until any subsequent return or retaking possession by the Company.

8. DELIVERY
a) Any length of time or date indicated by the Company for delivery of the goods (in particular in any guarantee referred to below) shall be calculated or recalculated from the date on which the Company receives all instructions and information to enable it to proceed with the order. Any such length of time or any date named or accepted by the Company for delivery is not a condition or other term of the contract to which these conditions apply and is an estimate only unless a written guarantee has been given by an authorized officer of the Company specifying the date of delivery or length of time for delivery. Such guarantee shall be by way of variation of this condition 8 (a) and (save where inconsistent; with such guarantee) all the other terms of these conditions (including condition 9) shall apply to such guarantee. The Company will endeavour to deliver the goods to be supplied under the Contract within the time agreed and if no time is agreed within a reasonable time, but in no circumstances will the Company be liable for loss or damage of any kind whatsoever caused directly or indirectly by any delay in the delivery of the goods, nor unless such delay exceeds 180 days will any delay entitle the buyer to terminate or rescind the Contract.
b) Unless otherwise stated in writing delivery shall be deemed to take place upon the occurrence of the first in time of the following (Section 32 of the Sale of Goods Act 1979 shall not apply).
i) the physical delivery of the goods to the Purchaser at the Company's works; or
ii) the physical delivery of the goods to the Purchaser's carrier (or his agent) for the purpose of transmission to the Purchaser or his nominee; or
iii) the physical delivery of the goods to a hard road nearest the Purchaser's place of business or such other place as he may reasonably direct by the Company's carrier (or his agent) (the Purchaser being responsible for unloading).
Signature of any delivery note by any agent, employee or representative of the Purchaser shall be conclusive proof of the delivery.
c) Where the contract includes delivery by the Company's carrier or his agent:-
i) Any claims for non-delivery must be made in writing to the Company and the carrier within twenty one days of the invoice date.
ii) Any claims in respect of goods damaged in transit or shortages in delivery must be made to the Company and the carrier in writing within three days of delivery.
iii) Subject to (ii) above the company will repair or replace free of charge all goods damaged in transit provided that the relevant goods have been signed for as unexamined and that it is proved to the satisfaction of the Company that the damage occurred whilst the goods were in transit.
iv) In the event of failure by the Purchaser to give the appropriate notice or notices as specified above, the Purchaser's claim will be deemed to have been waived and will be absolutely barred.
d) The Company shall be entitled to make partial deliveries by instalments. Each instalment shall be a separate agreement to which all the provisions of these conditions shall apply.

9. FORCE MAJEURE
If the Company is prevented or delayed (directly or indirectly) from making delivery of the goods or any part thereof or from otherwise performing the contract or any part thereof by reason of act(s) of God, war, embargo, riot(s), strikes(s), lock-out(s), trade disputes(s) including trade disputes involving the workforce or part thereof of the Company, fire(s), break-down, inclement weather, interruption of transport, Government action, delay in delivery to the Company of any goods or materials or by any cause whatsoever (whether or not of like nature to those specified above) outside its control, it shall be under no liability whatsoever to the Purchaser and shall be entitled at its opinion either to cancel the contract or without any liability whatsoever to extend the time or times of delivery by a period equivalent to that during which such delivery has been prevented.

10. GUARANTEE
The company guarantees all goods supplied by it free from defects in material and workmanship for a period of twelve months from the date of delivery provided that notification is given of any alleged defect within thirty days of its discovery. Under this guarantee , if the goods have not been used on the Purchaser returning the goods (carriage is paid) to such place as the Company shall direct or if the goods have been used subject to the right (which is hereby acknowledged) of the Company to inspect the goods, the Company will make good free of charge any such defect at the Company's option either by repair or replacement of the goods or by refunding the price paid (and section 36 of the Sale of Goods Act 1979 shall not apply). This guarantee shall extend to parts so repaired or replaced on these conditions for the unexpired portion of the 12 month period and any goods replaced will belong to the Company.
The Company shall have no liability under this guarantee to the extent that the defect arises because the goods have been incorrectly fitted or maintained, misused, subject to neglect, carelessness, improper handling or abnormal conditions or involved in any accident or any attempt at repair, replacement or modification has been made without the sanction of the Company or by the fitting of an accessory not manufactured or approved by the Company or the goods have been in any way dealt with contrary to any instructions issued by the Company.
Where the Company is not the manufacturer of the goods the Company will endeavour to transfer to the Purchaser the benefit of any warranty or guarantee given by the manufacturer.

11. EXCLUSION OF LIABILITY
A) SAVE AS PROVIDED IN CLAUSE 10 ABOVE THE COMPANY WILL BE UNDER NO LIABILITY UNDER THE CONTRACT FOR ANY PERSONAL INJURY, DEATH, LOSS OR DAMAGE OF ANY KIND WHATSOEVER (OTHER THAN DEATH OR PERSONAL INJURY RESULTING FROM THE COMPANY'S NEGLIGENCE) WHETHER CONSEQUENTIAL OR OTHERWISE INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS AND THE COMPANY HEREBY EXCLUDES ALL CONDITIONS, WARRANTIES AND STIPULATIONS EXPRESS OR IMPLIED, STATUTORY, CUSTOMARY OR OTHERWISE WHICH BUT FOR SUCH EXCLUSION WOULD OR MIGHT SUBSIST IN FAVOUR OF THE PURCHASER EXCEPT THAT SUCH EXCLUSION WILL NOT APPLY TO :
I) ANY IMPLIED CONDITION THAT THE COMPANY HAS OR WILL HAVE THE RIGHT TO SELL THE GOODS WHEN THE PROPERTY IS TO PASS: OR
II) WHEN THE PURCHASER DEALS AS A CONSUMER (AS DEFINED IN SECTION 12 OF THE UNFAIR CONTRACTS TERMS ACT 1977) ANY IMPLIED TERM RELATING TO THE CONFORMITY OF THE GOODS WITH THEIR DESCRIPTION OR SAMPLE OR AS TO THEIR QUALITY OR FITNESS FOR A PARTICULAR PURPOSE.
B) IN NO CIRCUMSTANCES WILL THE COMPANY OR ITS EMPLOYEES, AGENTS OR SUB-CONTRACTORS BE LIABLE FOR ANY LOSS OR DAMAGE OF ANY KIND WHATSOEVER (OTHER THAN DEATH OR PERSONAL INJURY RESULTING FROM THE COMPANY'S NEGLIGENCE) WHETHER CONSEQUENTIAL OR OTHERWISE CAUSED DIRECTLY OR INDIRECTLY BY ANY NEGLIGENCE OR OTHER TORTIOUS ACT OR BREACH OF STATUTORY DUTY ON THE PART OF THE COMPANY OR ON THE PART OF ANY OF ITS EMPLOYEES, AGENTS OR SUB-CONTRACTORS IN CONNECTION WITH OR ARISING OUT OF THE MANUFACTURE OR SUPPLY OF THE GOODS OR IN CONNECTION WITH ANY STATEMENT GIVEN OR MADE (OR ADVICE NOT GIVEN OR MADE) BY OR ON BEHALF OF THE COMPANY.
c) Deviations in quantity of goods delivered from those stated in the contract to which these conditions apply shall not give rise to a right to reject on the part of the Purchaser and the Purchaser shall have no right to claim for damages for breach of contract but the Purchaser will only be obliged to take delivery of any part at the contract rate for the quantity of the goods delivered.

12. INSOLVENCY AND BREACH OF CONTRACT
In the event that
1) The purchaser shall commit any Breach of the Contract and shall fail to remedy such breach (if capable of remedy) within a period of 30 days from receipt of Notice in writing from the Company requesting such remedy, or
2) Any distress or execution whether legal or equitable is levied upon any of the goods or property of the Purchaser or the Purchaser has ceased to trade, or
3) The Purchaser has had a bankruptcy order made against him or has made an arrangement or composition with his creditors or otherwise taken the benefit of any Act for the time being in force for the relief of insolvent debtors or (being a body corporate) has had convened a meeting of creditors (whether formal or informal) or has entered into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation or has a receiver, manager, administrator, or administrative receiver appointed of its undertaking or any part thereof or a resolution has been passed or a petition presented to any Court for the winding-up of the Purchaser or for the granting of an administration order in respect of the Purchaser or any proceedings have been commenced relating to the insolvency or possible insolvency of the Purchaser, then and in such case the company shall be entitled without prejudice to its other rights hereunder, forthwith to suspend all further deliveries until the default has been made good or to determine the contract or any unfulfilled part thereof or at the Company's option to make partial deliveries. Notwithstanding any such termination, the Purchaser shall pay to the Company at the contract rate for all work done, materials used and goods delivered up to and including the date of termination.

13. SUB-CONTRACTS AND ASSIGNMENT
The company reserves the right to sub-contract and assign the performance of the contract or any part thereof.

14. LIEN
The company will (without prejudice to any other remedy available to it) have in respect of all unpaid debts due from the Purchaser a general lien on all property of the Purchaser in the possession of the Company for whatever purpose and whether worked upon or not and be entitled on the expiration of not less that 14 days notice in writing to the Purchaser to dispose of such property and to apply the proceeds towards the satisfaction of such debts.

15. SPECIFICATION OR DESIGN
1) Where the goods are manufactured in accordance with information or drawings supplied by the Purchaser or to his design or specification or where standard goods of the Company are altered in accordance with the Purchaser's instructions : a) no guarantee or warranty is given by the Company as to the practicability, efficiency, safety or otherwise of the goods (this being without prejudice to any other of the contract terms):
b) the Purchaser will indemnify and keep the Company indemnified against all liability incurred by the Company as a result of :
i) such goods infringing any intellectual property right including without prejudice to the generality of the foregoing patents, registered designs and copyright or the provision of any statute, statutory instrument or regulation;
ii) any impracticability, inefficiency or lack of safety or other defect in the goods where such defect is due (whether in whole or in part) to faults or omissions in such information, drawings, design, specification or instructions.
2) No variation in the specification or design of any goods which in the reasonable opinion of the Company does not affect the suitability of the goods for the purpose for which they are supplied by the Company will constitute a breach of contract or impose upon the Company any liability whatsoever.
3) The Company will be under no liability whatsoever to the Purchaser in respect of any loss damage or claim incurred by or made against the Purchaser should any goods infringe any intellectual property right including without prejudice to the generality of the foregoing patents, registered designs, design right and copyright or the provision of any statute, statutory instrument or regulation.
4) Unless otherwise agreed in writing all patterns, drawings, tools or other similar items produced or other property (whether intellectual property or not) owned or created by the Company will remain the property of the Company and must not be used or copied by the Purchaser.
5) Where it is agreed that ownership in any data , patterns, drawings, tools or other similar items is to pass to the Purchaser property shall only pass when such items have been paid for by the Purchaser in full.

16. VARIATIONS IN QUANTITY
Whilst every endeavour will be made to deliver the quantities ordered, the Company may vary order quantity by a margin of plus or minus five per cent to allow for production overs or shortages, the same to be charged or deducted.

17. REASONABLE CONDITIONS
If the Purchaser does not accept any of the terms of these conditions as being reasonable it should raise the matter with the Company in writing with a view to special terms being negotiated.

18. DEMONSTRATIONS AND TESTS
If the Purchaser requests either demonstrations or tests other than those which the Company may customarily make or carry out such requests must accompany the order if the Company agrees to make or carry out such demonstrations or tests they shall be made with no liability whatsoever on the part of the Company and all costs and expenses incurred in connection therewith will be borne by the Purchaser.

19. WAIVER
The omission to exercise or any delay in exercising any of its rights or remedies under the contract shall not constitute a waiver of any such rights or remedies by the Company.

20. PROPER LAW
All contracts to which these conditions apply shall be governed by and construed in accordance with English law and the Purchaser hereby agrees to submit to the jurisdiction of the English Courts in respect thereof.