IMENEX UK LTD
GENERAL TERMS AND CONDITIONS OF SALE

The Following are the terms and conditions under which “Imenex UK Ltd” (“Imenex”) sells its products. No modifications or variations thereof shall be effective unless made in writing by “Imenex”.

1: Acceptance
Verbal Orders will be accepted by “Imenex”, however “Imenex” will not be liable for any loss resulting in any difference arising between products delivery by “Imenex” and those ordered verbally by the buyer, unless a written confirmation of that verbal order is received by “Imenex” prior to delivery. Such written confirmation must be clearly marked “Confirmation Only”. Any duplication of orders which takes place as a result of not stating “Confirmation only” will incur a cancellation charge. No accepted order may be cancelled or rescheduled except with express written consent of “Imenex”.

2: Prices
All prices are quoted exclusive of all taxes and transportation charges unless otherwise agreed by both parties. Value Added Tax shall be shown separately on the invoice to the buyer. If the buyer amends the quantity or delivery date from that specified in the order, “Imenex” reserves the right to increase prices to reflect such variations. “Imenex” reserves the right to amend accidental errors or omissions.

3: Delivery
“Imenex” will use reasonable endeavours to meet any estimated delivery date but will not be liable for any loss damage resulting from any delay whatsoever caused. The risk of loss or damage to the products during transportation from whatever cause shall be borne by the buyer. Any loss or damage in transit should however be notified to “Imenex” in writing within three (3) days of receipt and the product held for inspection. Products shall be deemed accepted three (3) days after delivery. Before returning products, the buyer must notify “Imenex” of rejection and reasons therefore within such period. Goods returned without prior notification and consent of “Imenex” reserves the right to dispatch and invoice all or any of the items ordered by the buyer as soon as they are available and the buyer shall honour all invoices presented in respect of such deliveries in accordance with the settlement terms.

4: Terms of Payment
Payment terms are cash on delivery, unless otherwise stated. All sales on terms are subject to the prior approval of “Imenex” Credit Department. The buyer shall be in default of payment without reminder. In the event of non-payment, “Imenex” reserves the right to alter terms of payment, suspend credit or delay shipment or pursue any remedies available at law or under this agreement. The acceptance by “Imenex” of any payment after the specified due date will not constitute a waiver of the buyers obligations to make future payments on the specified dates.

5: Retention of title
Title in the products is rested in “Imenex” until “Imenex” has received the purchase price in full as well as any other payments due to “Imenex” from the buyer. So long as the property in the products remains in “Imenex” the buyer must keep the products free from any charge lien or encumbrance and mark the products conspicuously as being the property on
“Imenex” and ensure that such marking is not removed or obliterated and if the buyer is in default in any obligation hereunder or is insolvent or has a Receiver appointed over all or any of its assets “Imenex” shall have the right ( with or without prior notice to the buyer) to retake possession of the goods (and for that purpose to go onto any premises occupied by the buyer and sever the goods from anything they are attached to without being responsible for any damage caused) ( and shall have the right and power to sell the goods without prejudice to such other rights as the buyer may have). Such repossession shall not constitute a rescission or termination of the contract between “Imenex” and the buyer unless “Imenex” expressly elects to do so.

6: Cancellation
If the buyer cancels all or part of any order “Imenex” reserves the right to make a cancellation charge not exceeding 50% of the order value.

7: Warranty
All warranties of whatever nature whether express implied statutory or otherwise are excluded from this contact. However “Imenex” will use reasonable endeavours to repair, replace or refund at its option any component which proves electrically defective and it is returned to “Imenex” within 6 months of purchase subject to “Imenex” obtaining refunds or replacements from its own suppliers.

8: Limitation of Liability
“Imenex” will not be liable for any damage, loss of whatever nature whether direct or consequential arising out of or in connection with any goods supplied or resulting from the use of failure thereof.

9: Force Majeure
Without prejudice to its legal rights in respect of any breach of contract by the buyer “Imenex” reserves the right to suspend deliveries or cancel or rescind any contract without liability on its part for any loss or damage resulting from such suspension or cancellation in the event of any breach of the buyers obligations there under or in the event of “Imenex” being prevented from fulfilling its obligations there under by reason of any act of God, act of War, hostilities or any act of insurgency; act of Government, storm, fire, flood, strikes or lockouts, inevitable accident or other unforeseen circumstances beyond the control of “Imenex”.

10: General
All rights and remedies whether conferred here under, or by any other instrument of law will be cumulative and may be exercised singularly or concurrently. Failure by either party to enforce any term will not be deemed a waiver of future enforcement of that or any other term. These terms and conditions supersede all previous understandings (written or oral) between the parties regarding subject matter hereof. The invalidity of any one or more of the provisions of these terms and conditions of sale shall not affect the viability of the remaining provisions.

11: Legal construction
This contract shall be governed by and interpreted in accordance with English Law and shall predominate in so far as consistent with any conditions of the purchase.