CONDITIONS OF SALE : DONUT PRODUCTS

1.1 Donut Safety Systems Ltd

1.2 Donut International Ltd

1.3 Donut Safeland Ltd

2. DEFINITIONS

In these Conditions the expression "the Seller" means the Company specified in either 1.1, 1.2 or 1.3 above and mentioned in the “Buyers” Purchase Order. The expression "the Buyer" means the person firm or company specified overleaf or in the Sales Order annexed hereto or named in the document in which these Conditions are expressed to be incorporated or to which these Conditions are made subject as the addressee of this document and the expression "the Goods" means the Goods specified overleaf or in the Sales Order or in the document in which reference is made to these Conditions (hereinafter called "the Sales Order").

3.0 GENERAL

(a) The Conditions set out below shall apply to all quotations or orders for or sales of the Goods. Notwithstanding any prior agreements arrangements or discussions between the Seller and the Buyer no binding contract shall be or be deemed to be concluded between the Seller and the Buyer for the Goods unless and until a written order for the Goods have been given to the Seller and the Seller has accepted such an order in writing

(b) The Seller's written acceptance of the Buyer's order shall fully state the specification of the Goods and all the other material terms for the sale thereof and shall alone constitute the contract between the Seller and the Buyer. No other terms conditions warranties or exceptions whatsoever whether express or implied by Statute of otherwise shall form any part of that contract and no variation or modification of the contract shall be binding upon the Seller unless expressed in writing and signed by a duly authorised servant or agent of the Seller. Quotations shall be deemed to have lapsed unless accepted in writing within Thirty days.

4.0 PRICE

(a) The price stated overleaf or in the Sales Order is the ex-works price of the Goods and unless otherwise agreed does not include costs of packing carriage transport insurance or delivery. In addition the Buyer will pay to the Seller the amount of all additional cost incurred by the Seller as a result of any special requirements of or instructions received from the Buyer or of the requirements of any Statute or Government or other authority

(b) The price stated overleaf or in the Sales Order is exclusive of Value Added Tax which (if applicable) will be charged and is based on the cost of materials rate of wages transport and other costs prevailing as at the date of quotation. The Seller reserves the right by notice given to the Buyer at any time before delivery to change the prices stated in its written acceptance of order and to invoice the Goods at the Seller's prices current at the date of despatch

5.0 DELIVERY

(a) Delivery of the Goods shall be effected when the Goods are received by or despatched to the Buyer. Delivery shall be at the Seller's premises or as specified in the Seller's written acceptance of order and the Buyer shall be responsible for the collection of the Goods. The Buyer shall be responsible for any loss and costs incurred by the Seller through refusal to accept delivery

(b) The time for delivery shall be calculated from the date when:-

(i) The Seller has accepted the Buyer's order in writing and has paid to the Seller the agreed deposit of Fifty per cent of the total value of the order (hereinafter called "the agreed Deposit"); and

(ii) All necessary documents drawings or specifications have been delivered to Seller; and

(iii) The Buyer has placed at the disposal of the Seller all data required for the execution of the order for the Goods

Unless the Seller has accepted in writing a firm delivery date and time is made of the essence of the Contract in which case the above conditions must be satisfied the Seller shall incur no liability for failure to deliver on the date quoted and delay in delivery shall not give the Buyer the right to cancel an order. Claims for non-delivery shall be made within Twenty One days from the quoted delivery date.

(c) If delivery of the Goods shall be delayed or shall become impossible owing to any circumstances beyond the Seller's absolute control the contract shall at the option of the Seller be cancelled or the time for delivery postponed for such time as the Seller shall deem reasonable having regard to the circumstances giving rise to the delay. In addition the Seller will not be responsible for (a) any consequential loss incurred by the Buyer arising directly or indirectly from delay or non-delivery of the Goods (b) any loss or damage to the Goods occurring as a result of any circumstances not within the Seller's absolute control

6. RISK AND RETENTION OF TITLE

(a) The Goods shall be at the Buyer's sole risk as soon as they have been received by or despatched to the Buyer

(b) It is hereby agreed and declared that until full payment has been received from the Buyer for the Goods the subject of this Contract and any other contract for the time being outstanding between the Seller and the Buyer:-

(i) the Goods shall remain the property of the Seller

(ii) the Buyer shall store and label the Goods in such a manner that they shall at all times remain separate from the other Goods in the Buyer's possession and identified in the Buyer's possession

(iii) in the event of non-payment the Seller its servants or agents shall be entitled to repossess the Goods and to enter upon the land and buildings of the Buyer for the purpose of such repossession unless they have already been re-sold in which case the Seller shall be entitled to the proceeds of re-sale in the hands of the Buyer or any liquidator of trustee in bankruptcy of the Buyer

(iv) if the Buyer has not received a payment for a re-sale under (iii)

above the Buyer shall on notice in writing by the Seller assign to the Seller all its rights against its customers in respect of that re-sale.

7. PAYMENT

(a) The Buyer shall pay to the Seller at the time when the order for the Goods is placed the agreed Deposit and the balance of the purchase price shall be paid within Thirty days of delivery of the Goods unless special terms are otherwise agreed in writing at the time of the order

(b) Time of payment shall be deemed to be of the essence of this contract and unless agreed otherwise payment shall be in net cash

(c) Should the Buyer fail to make payment of any sum of money due to the Seller for or in relation to the Goods on the due date for payment of the same Seller shall be entitled to charge interest thereon at the rate of Four per cent above the HSBC Bank PLC Base Lending Rate for the time being in force on the amount so outstanding and to recover such interest from the Buyer

8. INSOLVENCY ETC

If before all payment for or in relation to the Goods arising under this Contract shall have been made to the Seller the Buyer shall commit any breach of this contract or any distress or execution shall be levied upon their property or assets or if the Buyer shall make or offer any arrangement or composition with creditors or shall commit any act of bankruptcy or if any petition or receiving order in bankruptcy shall be presented or made against the Buyer or the Buyer enter into a Voluntary Arrangement under the Provisions of the Insolvency Act 1976 or any amendment or reinstatement thereof or if (where the Buyer is a Company) any resolution or petition to wind up the Buyer shall be passed or presented with a view to its liquidation (otherwise than for the bona fide reconstruction of the Buyer or for the amalgamation of the Buyer with any other company) or if a Receiver of the Buyer's undertaking property or assets of any part thereof shall be appointed then and in any such event the Seller shall without prejudice to any other rights and remedies it may have be entitled to the unpaid purchase price of the Goods delivered and to damages for any loss suffered in consequence thereof and to any interest outstanding

9. CANCELLATION BY BUYER

No cancellation suspension or variation of the Contract by the Buyer shall be valid unless agreed by the Seller in writing; agreement to be given only on payment of all costs and expenses incurred by the Seller in the execution of the Contact up to the date of cancellation

10. GUARANTEE

(a) The following guarantee is given in respect of the Goods supplied by the Seller and paid for by the Buyer hereunder:-

The Seller will make good by repair or at the Seller's option by replacement all defective parts proved to be due to faulty material and/or bad workmanship

PROVIDED THAT:-

(i) Such defects occur within twelve months of delivery of the Goods; and

(ii) Full particulars in writing of any defect is given to the Seller within Two weeks of the discovery of such defect: and

(iii) Adequate time shall be given to the Seller to make such repair or replacement

(b) The Buyer shall at its own expense deliver every such defective part to the Seller's works and the Seller will deliver the repaired or substituted part at its own expense to the Buyer

(c) In the case of a replacement article the defective article/such article shall then become the property of the Seller free of charge

(d) This guarantee shall not apply to any defects arising from miss-use of the Goods and in particular to:-

(i) defects arising from the Buyer's faulty storage or maintenance of the Goods or from modifications repairs or alterations to the Goods carried out without the Seller's previous approval in writing; and

(ii) fair wear and tear of the Goods

(e) No other or further liability for the Goods shall be accepted by the Seller and the Seller shall not be responsible for any losses or consequential damage sustained by the Buyer in any way out of this contract

11. EXCLUSION OF LIABILITY

(a) Except as expressly provided herein the Seller shall be under no liability of whatsoever kind howsoever caused whether or not due to the negligence or wilful default of the Seller or its servants or agents arising out of or in connection with the supply of the Goods and shall under no circumstances be liable for any consequential loss or damage sustained by the Buyer in any way arising out of this Contract and all conditions warranties or other terms whether expressed or implied statutory or otherwise are hereby expressly excluded provided that nothing in this Condition shall exclude or restrict any liability of the Seller for death or personal injury resulting from the negligence of the Seller or its servants or agents

(b) Nothing contained in this Condition shall exclude or restrict any liability of the Seller for breach of its implied undertakings as to the title of the Goods and where the Buyer deals as a consumer within the meaning of the Unfair Contract Terms Act 1977 any liability of the Seller for breach of its implied undertaking as to conformity of the Goods with description or sample or as to their quality or fitness for a particular purpose

12. DRAWING MODELS TOOLS AND INSTRUMENTS

Drawings models and designs supplied by the Seller remain the Seller's property; the Buyer will take all reasonable care of the same and ensure that they are not copied or handed or shown to third parties and shall not infringe any copyright patent trademark or registered design vested in the Seller

13. DISPUTE

If at any time any dispute or difference shall arise between the Seller and the Buyer relating to the contract or anything arising there from such dispute or difference shall be referred to a single expert to be appointed by the Seller and the Buyer or failing agreement over such appointment by the President or Chairman for the time being of the British Chambers of Commerce. Any decision by such expert shall be final and binding on the Seller and the Buyer. Such expert shall be deemed to be acting as expert and not as arbitrator

14. SYSTEM USE

The Buyer agrees with the Seller not to use all or any part of the Goods:-

14.1 for hire or leasing

14.2 Not to use all or any part of the Goods for demonstration or training purposes unless the consent in writing of the Seller is first obtained

If the Seller agrees in writing that the Buyer can use the Goods or any of them for demonstration or training purposes then the Goods must be modified by the Seller for training purposes and so marked by the Seller as Goods "for demonstration purposes only" and the Buyer will indemnify and keep indemnified the Seller from and against all liability whatsoever in connection with the use of the Goods by the Buyer its employees servants or agents

14.3 To ensure that the Goods or any of them are used only by persons who are fully trained in the use of the Goods by the Seller or persons certified in writing by the Seller as qualified to carry out such training

15. GOVERNING LAW

This Contract shall be governed by English Law and the Buyer hereby submits to the non-exclusive jurisdiction of the English Courts

Revised 31/12/00

Revised 09/01/02