CRYSTAL TECHNOLOGY Ltd TERMS AND CONDITIONS OF SALE 1 Definitions 1.1 "Purchaser" means the person who buys or agrees to buy the products from the Company. 1.2 "The Company" means Crystal Technology Ltd. 1.3 "Conditions" means the terms and conditions of sale set out in this document and any special terms and conditions agreed in writing by the Company. 1.4 "Products" means those goods specified. 1.5 "Price" means the price for the products excluding carriage, packing, insurance and VAT. 1.6 "Delivery date" means the date specified by the Company when the products are to be delivered. 1.7 "RMA" means Return Material Authorization. 2 General 2.1 The Company shall sell and the purchaser shall purchase the products in accordance with any written quotation of the Company which is accepted by the purchaser, or any written order of the purchaser which is accepted by the Company, subject in either case to these conditions, which shall govern the contract to the exclusion of any other terms and conditions. 2.2 Any variation of these terms and conditions (including any special terms and conditions agreed between the purchaser and the Company) shall be inapplicable unless agreed in writing by the Company authorized by a director of the Company. 2.3 Any typographical, clerical or other error or omission in sales advertising, quotation, price list, acceptance of offer, invoice or other document or information shall be subject to correction without liability on the part of the Company. 2.4 The Company will not accept any claim for consequential loss of any kind however caused. 3 The Products 3.1 The quantity and description of the products shall be set out in the Company's quotation. 3.2 The Company reserves the right to make changes in the specification of the products which do not materially affect their performance or quality required to conform with any applicable safety or other statutory requirement where the products are supplied to the Company's specification. 3.3 The purchaser shall not be entitled to cancel the contract unless the Company has agreed in writing to such cancellation and on terms that the purchaser shall indemnify the Company in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses reasonably incurred by the Company as a result of cancellation. 3.4 Any modification and/or variation to an order must be confirmed in writing by the purchaser. 4 Delivery of the Products 4.1 Delivery of the products shall be made by the Company notifying the purchaser that the products are available for collection at the Company's premises or to a place that the purchaser specifies. 4.2 Delivery dates are given as accurately as possible but while every reasonable effort will be made to comply with such dates compliance is not guaranteed and the purchaser shall have no right to damages or to cancel the order for failure for any cause to meet any delivery date stated. 4.3 Claims for damage in transit must be notified to the Company within 24 hours of the receipt of the products with copies of supporting documentary evidence. 4.4 The date of delivery shall be dependent in every case on the purchaser's compliance with the terms of payment. 4.5 If the purchaser fails to accept the delivery of the products within 10 days of notification that they are ready for dispatch the Company reserves the right to invoice the products to the purchaser and charge him therefore, additionally the purchaser shall then pay reasonable charges until the products are either dispatched to the purchaser or disposed of elsewhere. 5 Price and Payment 5.1 The Company shall establish the prices to be charged to the purchaser for the products from time to time as it thinks fit. Save as provided herein the price shall be that as stipulated in the Company's price list. VAT shall be due at the rate ruling the date of the Company's invoice. Any event of any increase in the cost to the Company of raw materials, labour, overheads, or any increase in taxes or duties, or any variation in exchange rate may increase the price payable under the contract upon written notice. 5.2 Payment of the price and VAT shall be due on the delivery of the products. If the purchaser does not pay the price on delivery the Company may bring an action for the price even though property in the products has not passed to the purchaser. The purchaser will pay the price in full without discount (except any discount allowed by these terms) deductions, set off or abatement on any ground. 5.3 The Company reserves the right to impose a surcharge on orders which are not paid for in cleared funds. 5.4 The Company reserves the right to charge interest on any overdue balances at a rate of 5% above Barclays' Bank plc rate prevailing at that time. 5.5 No dispute arising under the contract nor delays shall interfere with prompt payment by the purchaser. 6 Property and risk 6.1 Risk of damage to or loss of the products shall pass to the purchaser upon delivery. 6.2 Notwithstanding delivery and the passing of risk in the products, or any other provision of these conditions, the property in the products shall not pass to the purchaser until the Company has received in cash or cleared funds payment in full of the price of the products agreed to be sold by the Company to the purchaser for which payment is due. 6.3 Until the property in the products passes to the purchaser the Company shall be entitled at any time to require the purchaser to deliver up the products to the Company and, if the purchaser fails to do so immediately, to enter upon any premises of the purchaser or any third party where the products are stored and repossess the products. 6.4 The purchaser shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the products which remain the property of the Company, but if the purchaser does so all moneys owing to the Company (without prejudice to any other right or remedy on the Company) immediately become due and payable. 7 Warranties and Liability 7.1 Products are warranted as being free from defects in materials and workmanship for a period of 12 months from the date of purchase (unless otherwise stated by the Company). The warranty does not extend to products damaged after receipt as a result of intentional or accidental misuse or mishandling by the purchaser or third parties. 7.2 If a purchaser wishes to take advantage of this warranty he or she must return the products as sold and accompanied by proof of purchase to the Company's premises. Upon returning products the purchaser shall quote an RMA number(obtained by the purchaser from the Company) on the outside of the packaging and provide a written description of the defect which the purchaser claims is covered by the warranty. If the purchaser fails to comply with this procedure the Company shall have no obligation to consider the purchaser's claim for breach of the warranty and may make a handling charge for any warranty claims which are considered. Products which are found to be faulty by the Company will be repaired within a reasonable time or replaced from stock or the price refunded to the purchaser, in the Company's absolute discretion. If the products are not found to be faulty the purchaser will arrange for collection of the products from the Company premises and the Company shall be entitled to make a reasonable charge for the time inspecting and for storage of the products. 7.3The warranty contained in section 7.1 is contingent on the proper use of the products by the purchaser and does not cover any part of the products which have been modified without the Company's prior written consent, or which have been subjected to unusual physical or electrical stress or on which the original identification marks have been removed or altered, or where such repair is required as a result of causes other than ordinary use including without limitation accident, hazard, misuse or failure or fluctuation of electrical power, air conditioning, humidity control, transportation or other causes other than ordinary use. 7.4 The purchaser must accept full responsibility for the suitability of the products for the purpose for which they are put, and no warranty or representation of fitness for any particular purpose is or has been given by the Company. 7.5 In any event and despite anything contained in these conditions, in no circumstances shall the Company be liable in contract, tort(including negligence or breach of statutory duties) or otherwise howsoever, and whatever the cause thereof i) for any increased costs or expenses ii) for any loss of profit, business contracts, revenues or anticipated savings or (iii) for any special indirect, including where the products have been incorporated whether by or on behalf of the purchaser or anyone else into other products, or consequential damage of any nature whatsoever. 8 Force Majeure 8.1 The Company shall not be liable for any failure to deliver products arising from circumstances outside the Company's control. 8.2 Non exhaustive illustration of such circumstances would be act of God, war, riot, explosion, abnormal weather conditions, fire, flood, strikes, lockouts, Government action or regulation(UK or otherwise), delay by suppliers, accidents and shortage of materials, labour or manufacturing facilities. 8.3 If the circumstances preventing delivery are still continuing three months after the said circumstances have arisen, then the Company shall be entitled to cancel delivery of the products and the purchaser shall be liable to pay the contract price less a reasonable allowance for what has not been performed by the Company. 9 No assignment Unless otherwise agreed in writing the purchaser may not assign either the benefit or burden of any contract with the Company. 10 Consequential loss The company shall not be liable for claims, costs, damages or other expenses arising from any tortuous act or omission of any breach of contract or statutory duty calculated by reference to profits income or accrual loss of such profits, income, production or accruals or by reference to accrual of such costs claims, damages or expenses on a time basis, to the fullest extent of the law. 11 Separate Contracts Where the products are to be delivered in installments, each delivery shall constitute a separate contract and failure by the Company to deliver any one or more of the installments in accordance with these conditions or any claim by the purchaser in respect of any one or more installments shall not entitle the purchaser to treat any other related contracts as repudiated. 12 No waiver The company's failure to insist upon a strict performance of any provision of these conditions shall not be deemed to be a waiver of its rights and remedies or a waiver by it of any subsequent default by the purchaser in the performance or compliance with any of the terms of these conditions. 13 Construction The headings of paragraphs in these conditions shall not affect in any way the meaning or interpretation of these conditions and are for reference purposes only. 14 Severability If any individual provision of these conditions is held by a competent authority to be invalid in whole or in part, the validity of the other provisions of these conditions and the remainder of the provision in question shall not thereby be effected. 15 Relationship of the parties Both the Company and the purchaser are independent contractors under these conditions and the parties acknowledge that nether of them is an agent or partner or representative of the other for any purpose and that each of them is entirely without authority to act on behalf of the other in any manner. The company shall not be responsible to third parties for any claim arising out of the activities of the purchaser and the purchaser shall indemnify and hold the Company harmless against any claim arising in connection herewith. 16 Miscellaneous 16.1 The company's employees or agents are not authorised to make any representation concerning products except where confirmed in writing by the Company. In entering into the contract the purchaser acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed. 16.2 Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control and the party shall be entitled to a reasonable extension of time for the performance of its obligations. 16.3 Each party agrees to treat as conditional and not to divulge to any third party without the prior written consent of the other, details of the other's business operations, contemplated new products, proprietary rights and techniques or purchaser lists. This condition does not relate to information which has become public knowledege through no fault of either party or has been properly obtained from a third party lawfully entitled to possess such information. 17 Governing Law These terms and conditions shall in all respects be governed and construed in accordance with English Law.