A.M. WARKUP Ltd ("AMW")

STANDARD TERMS AND CONDITIONS 1999

1.CONTRACT TERMS

1.1 Unless other terms and conditions are expressly accepted by AMW by means of a specific written amendment hereto signed by AMW the contract will be on the terms and conditions set out below and overleaf ( "the Contract Terms") to the exclusion of any other terms & conditions whether or not the same are endorsed upon, delivered with or referred to in any purchase order or other document delivered or sent by the customer to AMW. Any reference overleaf to the Customer's order, specification or like document will not be deemed to imply that any terms or conditions endorsed upon, delivered with or referred to in such order, specification or like document will have effect to the exclusion or amendment of the Contract Terms.

1.2 All specifications, technical data and other information in AMW's catalogues, trade literature and other published material are of a generally informative nature only and none of them form part of or are intended to form part of the Contract Terms or give rise to any independent or collateral liability of whatsoever nature on the part of AMW.

1.3 In these Contract Terms: "Goods" means goods or any part therof supplied or produced, or to be supplied or produced, by AMW, "Services" means the services or any part therof provided, or to be provided by AMW, ""the Customer" means any person placing an order for the sale of Goods and/or for the provision of Services hereunder.

1.4 The headings are for interpretation only and shall not affect the construction of these Contract Terms.

1.5 In these Contract Terms the singular shall include the plural and vice-versa; and references to persons shall include bodies corporate, partnerships and unincorporated associations.

2. QUOTATION

2.1 Any quotation is given on the basis that no contract will come into existence unless confirmed in writing to the Customer by AMW.

2.2 Any quotation is valid for a period of 28 days only from its date provided that AMW has not previously withdrawn it.

3. DELIVERY

3.1Any length of time or any date named, specified or accepted by AMW for delivery of the Goods and/or performance of the Services is an estimate only. Time of delivery shall not be of the essence of the contract.

3.2 AMW will use its reasonable endeavours to deliver the Goods and/or perform the Services within the time agreed and if no time is agreed within a reasonable time but in no circumstances will AMW be liable for any loss or damage of any kind whatsoever caused directly or indirectly by any delay in the delivery of the Goods and/or the performance of the Services which is beyond the reasonable control of AMW. In all other circumstances liability for the delay shall be limited to the contract price.

3.3 AMW may make delivery of the Goods by instalments and/or perform the Services in stages.

3.4 Unless otherwise agreed, delivery of the Goods shall be ex-works ( as defined in INCOTERMS 1990 Edition) and shall occur upon the notification of AMW to the Customer that the Goods are available for collection. AMW may at the Customers request arrange for suitable transport to the Customer's premises ( or such other premises as the Customer amy notify to AMW from time to time) together with insurance and packaging therefor, in which case the cost of such transport, insurance and packaging shall be borne by the Customer.

3.5 No claims for damages or shortages will be considered unless AMW is advised in writing within 3 days of delivery. In the absence of such advice the Customer will be deemed to have accepted the Goods and/or the Services. No claim for non-delivery will be considered unless AMW is advised in writing within 7 days of the date of AMW's invoice. Any claim for damages, shortages or non-delivery shall also be notified to the carriers by the Customer in the manner and within the appropriate time limit presented by the carrier's terms and conditions.

3.6 In the event of failure by the Customer to give the appropriate notices as specified in clause 3.5 the Customer's claim will be deemed to have been waived and absolutely barred.

3.7 Whilst AMW will use reasonable endeavours to supply the exact quantity of Goods ordered by the Customer, AMW may supply up to 5% more or less than the exact quantity ordered. A pro rata charge or allowance at the contract price shall be made to cover any such variation.

3.8 Unless otherwise agreed in writing the Services shall be completed when AMW has fulfilled its constructional obligations to the Customer and shall not be determined by reference to the completion of ancillary ser

4. PRICE

4.1 The contract price is based on the costs of materials, labour, sub contracts, transport, fuel, power, statutory obligations, taxes, duties and currency exchange rates ruling at the date of the quotation. AMW reserves the right to amend the contract price to take account of any variations in these costs or the imposition of any new taxes or duties occurring from whatever cause before delivery of the Goods and/or performance of the Services.

4.2 Unless expressly stated otherwise all prices are ex-works ( as defined in INCOTERMS 1990 Edition) , exclusive of the cost of packaging. VAT and any other governmental duty or tax which is applicable and which shall be charged at the rate and in the manner prescribed by law from time to time

5. PAYMENT

5.1 Unless otherwise agreed in writing the contract price for the Goods and/or the Services shall be payable upon delivery of the Goods and /or performance of the Services and payment shall be made by the Customer not later than 28 days from the date of the invoice. Payment shall be made in full without any deduction, set off or abatement on any grounds.

5.2 Time for payment shall be of the essence of the contract. If the Customer fails to make payment on the due date then without prejudice to any other rights and remedies available to AMW, AMW shall be entitled to: (a) cancel the contract or suspend any further deliveries of the Goods and/or performance of the Services to the Customer (or the Goods and/or the Services supplied under any other contract between the Customer and AMW); (b) appropriate any payment made by the \customer to such of the Goods and/or the services ( or the Goods and/or the Services supplied under any other contract between the Customer and AMW) as AMW may think fit not withstanding any purported appropriation by the Customer; and (c) charge the Customer interest ( both before and after any judgement) at a rate of 5% per annum above the base rate of Lloyds Bank plc from time to time on the amount outstanding such interest accruing on a daily basis until payment is made in full.

5.3 AMW shall be entitled to payment for all instalments of the Goods delivered and/or the Services part supplied to the Customer.

5.4 Notwithstanding any Contract Term allowing the Customer credit payment shall become due and payable to AMW immediately on termination of the contract howsoever arising.

6. WARRANTY AND EXCLUSION CLAUSES

6.1 Where AMW is not the manufacturer of the Goods or does not itself perform the Services AMW will use reasonable endeavours to transfer to the Customer the benefit of any warranty or guarantee given to AMW.

6.2 In respect of Goods manufactured or Services personally performed by AMW, AMW will free of charge within a period of 12 months from the date of delivery of the Goods or the date of AMW's invoice for the Services ( as appropriate) repair or at its option replace any Goods which are proved to the reasonable satisfaction of AMW to be defective in material or workmanship and re-perform or at its option remedy any Services which are proved to the reasonable satisfaction of AMW to be defective in workmanship Provided Always that these obligations shall not apply where: (a) any defect in the Goods and/or Services arises from any drawing, detail, specification, design, information or other information supplied by the Customer; (b) any defect in the Goods arises from fair wear and tear, wilful damage, negligence, abnormal working conditions, improper installation or connection ( unless carried out by AMW) failure to follow AMW's instructions ( whether oral or in writing), failure to observe any maintenance requirements, misuse or alteration or repair of the Goods without AMW's approval; (c) the defect is due in whole or in part to the Customers Goods; or (d) the customer has failed to notify AMW of any defect or suspected defect within 21 days of the same coming to the knowledge of the Customer. Any goods replaced will belong to AMW. Any repaired or replacement Goods or Services re-performed will be guaranteed on theses terms for the unexpired portion of the 12 month period.

6.3 Save as provided in Causes 6.1 and 6.2 AMW 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 AMW's negligence) whether by reason of any representation ( unless fraudulent) or any implied warranty, condition or other term, or any duty under statute or at common law, or under the Contract Terms for any direct, indirect or consequential loss ( including but not limited to loss of profit, loss of business, loss of goodwill, economic loss etc), damage, costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of AMW its employees, agents or otherwise) which arises out of or connection with the manufacture or supply of the Goods and/or the provision of the Services or in connection with any statement given or made ( or advice not given or made) by or on behalf of AMW.

7. RISK AND TITLE

7.1 Unless otherwise agreed in writing between the parties risk but not property in the Goods shall pass to the Customer upon delivery of the Goods to the Customer ( and Section 20(2) of the Sale of Goods Act 1979 shall not apply) Provided Always that if the Customer fails for whatever reason to take delivery of the Goods at the time notified for delivery risk but not property in the Goods shall pass to the Customer at the time so notified for delivery.

7.2 Notwithstanding delivery or the passing of risk in the Goods to the Customer or any other Contract Terms property in the Goods shall not pass to the Customer until AMW has received the contract price for the Goods and/or the Services and all other Goods and/or Services agreed to be supplied by AMW to the Customer for which payment is then due under any other contract. 7.3 Notwithstanding property in the Goods remaining with AMW until payment as provided in this clause 7, the Customer shall keep the Goods separate from all other goods, properly stored, protected, labelled or identified as AMW's property and insured.

7.4 Until property in the Goods passes to the Customer, AMW shall be entitled at any time to require the Customer to deliver the Goods to AMW and if the Customer fails to do so immediately AMW shall be entitled to enter on to the premises where the Goods are stored and repossess the Goods and if necessary to dismantle the Goods from anything to which they are attached. 7.5 Until property in the Product passes to the Customer, the Customer shall still be entitled to re-sell, use or otherwise dispose of the Goods in the ordinary coursed of its business (Provided Always that such liberty will cease immediately on termination howsoever arising). In the event of any re-sale, use or other disposal by the Customer of the Goods, the Customer will ensure that the entire proceeds arising by virtue of any such sale, use or disposal of the Goods shall be held in trust for AMW and shall not be mixed with any other monies or paid into any other overdrawn bank account and shall at all times be identifiable as monies belonging to AMW.

7.6 AMW shall have the right to maintain an action against the Customer for the contract price notwithstanding the the property in the Goods has not passed from AMW to the Customer.

7.7 The Customer shall not in any way pledge, or charge by way of security or indebtedness any of the Goods which are the property of AMW. Without prejudice to any other rights of AMW, if the Customer does so, then all sums whatsoever owing to AMW shall immediately become due and payable.

7.8 The responsibility and cost of the insurance is automatically transferred to the Customer on practical completion or occupation in whole or part, whichever is the earlier as determined by AMW, who in it's absolute discretion may decide.

8. LIEN

AMW shall (without prejudice to any other remedy available to it) have in respect of all unpaid debts due from the Customer a general lien on all property of the Customer in the possession of AMW for whatever purpose and whether worked upon or not and AMW shall be entitled on the expiration of 21 days notice in writing to the Customer to dispose of such property and to apply the proceeds towards satisfaction of such debts.

9. CANCELLATION

9.1 If the Customer cancels, extends or delays or purports to cancel, extend or delay the contract or part thereof or fails to take delivery of any Goods and/or accept the supply of any Services at the time agreed ( if any) or if no time is agreed within a reasonable time then the Customer will be liable ( without prejudice to any other rights of AMW to claims damages) to indemnify and keep indemnified AMW against any resulting loss, damage or expense incurred by AMW in connection with the supply or non-supply of the Goods and/or Services including but not limited to the cost of any services, material, labour and other overheads including a percentage in respect of profit.

9.2 If AMW is unable ( whether temporarily, or permanently) to procure any services or goods necessary to enable it to supply the Goods and/or the Services or if the supply of the Goods and/or the Services is prevented or hindered by reason of any cause beyond AMW's reasonable control AMW may cancel or suspend performance of the contract immediately by notice in writing to the Customer so far as it relates to the Goods and/or the Services not then supplied and such cancellation or suspension shall not give rise to any claims by the Customer Provided Always that the Customer shall remain liable to pay for the Goods delivered and/or the Services supplied prior to the date of such cancellation or suspension.

10. STORAGE

If the Customer fails to take delivery of the Goods and/or redelivery of the Customers Goods when they are notified as ready for delivery AMW may, at its option store them itself or have them stored by third parties on such terms as AMW may in its absolute discretion think fit. In any event the cost of storage will be borne by the Customer and insofar as the storage is done by AMW then such cost will be AMW's storage charges current at the time of storage. The cost of storage together with any additional storage or double handling charges will be added to and form part of the contract price for the Goods and/or Services.

11. SPECIFICATION AND DESIGN

11.1 Where the Goods are manufactured and/or the Services are performed in accordance with instructions, information or drawings supplied by the Customer or to the Customer's design or specifications or where AMW's standard goods and/or services are altered in accordance with the Customer's instructions: (a) no guarantee or warranty is given by AMW as to the practicability, efficiency, safety or otherwise of the Goods and/or the Services; (b) the Customer shall indemnify and keep AMW indemnified against all liability incurred by AMW as a result of: (i) such Goods and/or Services infringing any intellectual property right( including but not limited to patents, registered design rights 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 and/or the Services where such defect is due ( whether in whole or as part) to faults or omissions in such information, drawings, design, specification or instructions.

11.2 No variations in the specification or design of any Goods and/or Services which in the reasonable opinion of AMW does not effect the suitability of the Goods and/or the Services for the purpose for which they are supplied by AMW will constitute a breach of contract or impose upon AMW any liability whatsoever.

11.3 Unless otherwise agreed in writing all patterns, specifications, drawings, tooling or other similar items produces or other property ( whether intellectual property or not) owned or created by AMW will remain the property of AMW and must not be used, copied or disclosed to a third party by the Customer.

12. TERMINATION

12.1 AMW shall be entitled to terminate the Contract immediately by written notice to the Customer if: (a) the Customer commits a material breach (b) there is a change in control of the Customer; (c) the Customer makes any voluntary arrangement with its creditors or ( being an individual or firm ) becomes bankrupt or ( being a company) becomes subject to an administration order or goes into liquidation ( otherwise than for the purpose of amalgamation or reconstruction), or an encumbrancer takes possession or a receiver is appointed of any of the property or assets of the Customer, or the Customer ceases or threatens to cease to carry on business, or an equivalent or analogous event occurs in any other jurisdiction, or AMW reasonably apprehends that any of the events mentioned in this sub-clause is about to occur in relation to the Customer.

12.2 Any termination of the contract shall not prejudice any rights or remedies which may have accrued to either party.

13. EXPORT SALES

13.1 Where the goods are supplied for export from the United Kingdom the provisions of this Clause 13 shall ( subject to any special terms agreed in writing between the parties) apply notwithstanding any other provision of the Contract Terms.

13.2 The Uniform Laws on International Sales Act 1967 shall not apply.

13.3 The Goods will be sold ex-works ( as defined in INCOTERMS 1990 Edition) at the option of AMW and AMW will be under no obligation to give the Customer notice as specified in Section 32(3) of the Sale of Goods Act 1979.

13.4 The Customer shall be responsible for complying with any legislation or regulation govering the importation of the Goods into the country of destination and for payment of any duties thereon.

14. NOTICE

14.1 Any notice or other information required or authorised by the contract to be given by either party shall be delivered by hand or sent by first class pre-paid post, telex, cable, facsimile transmission or comparable means of communication to the other part at that parties registered office or such other address as that party amy notify from time to time.

14.2 Any notice or other information given by post under Clause 14.1 shall be deemed to have been delivered 48 hours after the envelope containing the same was so posted, and proof that the envelope containing any such notice or information was properley addressed, and sent by first class, pre-paid post, and that it has not been so returned to the sender, shall be sufficient evidence that such notice or information has been duly given.

14.3 Any notice or other information sent by telex, cable, facsimile transmission or comparable means of communication under Clause

14.1 shall be deemed to have been duly delivered on the receipt of an appropriate answer back.

15. DISPUTE RESOLUTION

15.1 If any dispute arises out of this Contract, the parties shall attempt to settle it by negotiation.

15.2 If the parties have not settled the dispute by negotiation within 42 days from the initiation of negotiations, the dispute shall be referred to and finally be resolved by arbitration under the Rules of the London Court of International Arbitration.

16. GENERAL

16.1 The Contract Terms shall constitute the entire agreement between the parties and shall supersede all previous communications between the parties and/or representations by either party.

16.2 Nothing in the Contract Terms shall create a relationship of principal/agent, employer/employee, partnership or joint venture between the parties hereto and except as expressly provided in the Contract Terms neither party shall enter into or have authority to enter into any agreement or make any representation or warranty on behalf of or pledge the credit or otherwise bind or oblige the other party hereto.

16.3 The Customer shall not assign or otherwise transfer any of its right or obligations under the contract without prior written consent form AMW.

16.4 If the Customer defaults in accepting delivery of or paying for the Goods AMW reserves the right to resell the Goods or any of them to a third party without giving notice to the Customer of AMW's intention to resell.

16.5 The Customer has no right of set-off statutory or otherwise.

16.6 No waiver by AMW of any breach of the Contract Terms by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision.

16.7 AMW reserves the right to sub-contract in whole or in part its obligations under the Contract Terms as it in its absolute discretion, shall decide.

16.8 (Except where in the public domain otherwise than as a result of a breach of the contract)information which AMW discloses or provides to the customer and any information relating to AMW, its business, goods, services or processes which may have come into the possession or control of the Customer in the course of the contract shall be confidential and the Customer shall not use or disclose such information except in relation to the contract.

16.9 The illegibly, invalidity or unenforceability of any clause or part of the Contract Terms shall not affect the legality, validity or enforceability of the remainder. If any such clause or part is found by any competent court or authority to be illegal, invalid or unenforceable the parties agree that they will substitute provisions in a form as similar to the offending provisions as is possible without thereby rendering them illegal, invalid or unenforceable.

16.10 The Customer agrees that where in the contract terms it is obliged to indemnify AMW, the customer shall keep and maintain adequate insurance in respect of such indemnity obligation and shall provide evidence of the same to AMW when requested by AMW.

16.11 The contract shall be governed by English Law and the parties hereby agree to submit themselves to the non-exclusive jurisdiction of the English Courts.