1. GENERAL

(a) The Company shall sell and the Buyer shall purchase the Goods in accordance with any written quotation of the Company
which is accepted by the Buyer, or any written order of the Buyer 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 subject to which any
such quotation is accepted or purported to be accepted, or any such order is made or purported to be made by the Buyer.
(b) "Buyer" means the individual firm company or other party from whom an order to supply goods is received by the Company
including any subsidiary or holding company or associate of the Buyer (as such terms are defined in the Companies Act 1985
(as amended));
(c) "Conditions" means the standard terms and conditions of sale of the Company as set out herein and includes any additional
terms and conditions of sale agreed in writing by the Company;
(d) "Contract" means a contract for the supply of Goods by the Company to the Buyer whether made verbally or in writing.
(e) "Company" means Aqua-Gas AVK Ltd and any subsidiary or holding company or associate (as such terms are defined in the
Companies Act 1985 (as amended)) of the said company;
(f) "Goods" means the goods which the Company is to supply under the Contract and includes any of them or any part of them;
(g) Any concession or waiver by the Company shall not prejudice the exercise by the Company of its rights hereunder
(h) The unenforceability or invalidity of any one Condition shall not affect enforceability of the remainder.

2. DELIVERY

(a) If the quoted price includes carriage, delivery will be deemed to take place at the point of entry to the Buyer's works or site
specified in the contract. Unless otherwise stated, the Company will not be responsible for offloading.
(b) If the quoted price does not include carriage, point of delivery will take place when the Goods leave the Company's works,
howsoever transported.
(c) Any stipulated time for delivery shall date from the receipt of the Company of the Order or, where applicable, of any
information or drawings supplied by the Buyer to enable the Company to put the work in hand, whichever shall be the later of.
If there shall be any discrepancy or inconsistency between the drawings and the information supplied, the drawings shall
prevail.
(d) The Company will do its best to comply with requirements of delivery, but does not accept liability for any loss or damage
arising directly or indirectly out of delay in delivery or failure to deliver. Delay in delivery shall not entitle the Buyer to terminate
the Contract in whole or in part, unless circumstances are exceptional and the Buyer shall have served notice to that effect on
the Company and shall not have received the Goods within four weeks thereafter.

3. PACKING

All returnable containers, pallets and frames will be invoiced and must be paid for by the buyer at the time of payment of the
Goods or otherwise as agreed in writing between the Company and the Buyer. When returned, carriage paid, in good condition to
our works, full credit for these charged and returnable containers, pallets and frames will be made. This shall not apply to
deliveries to Overseas destinations.

4. CARRIAGE, PASSING OF RISK, DAMAGE IN TRANSIT AND STORAGE.

(a) If the quoted price includes carriage, the method of carriage shall be selected by the Company at its discretion.
(b) Notwithstanding that property in the Goods shall not pass until payment, all Goods shall be at the risk of the Buyer from the
point of delivery.
(c) Where the quoted price includes carriage, the Company cannot accept liability for loss or damage in transit unless the notice
of such loss or damage is given to the Carriers and to the Company verbally within 24 hours and in writing within 5 days of
delivery. In the case of Overseas destinations within 14 days of arrival at destination.
(d) The Company is prepared to arrange specific types of carriage at the request and cost of the Buyer as Agent of the Buyer
only and without liability or obligation on the part of the Company.
(e) STORAGE
If through instructions or lack of instructions from the Buyer, the Company is unable to despatch the Goods within seven days
after the date of notification that they are ready for despatch, the Goods will be deemed to have been delivered and the
Company shall be entitled to arrange insurance and storage within its own works or elsewhere on behalf of the Buyer and the
Buyer will pay the Company reasonable charges incurred for such insurance or storage.
(f) The Company is not responsible for export demurrage charges or additional costs resulting from delay in unloading.

5. TITLE TO GOODS

(a) Full legal and beneficial ownership of the Goods shall be retained by the Company notwithstanding that the risk in the same
shall pass to the Buyer at the time of delivery until the Company has received payment in full in respect of
(i) The Goods; and
(ii) All other sums which are or which become due and owing by the Buyer to the Company on any account whatsoever.
(b) Until ownership of the Goods has passed to the Buyer, the Buyer shall hold the Goods in a fiduciary capacity and as bailee of
the Company, and shall at all times take proper care of the same and will not obliterate or obscure any identifying mark on the
Goods or their packaging and will keep the Goods separate from any other goods and in such manner that they may be
clearly identified as belonging to the Company, and the Buyer hereby grants to the Company the right to enter on the Buyer's
premises at any time during the continuation of the Contract to check that the Buyer is complying with the obligation
contained in this Condition.
(c) Subject to Conditions 5(d) and (e), the Buyer shall be at liberty to sell the Goods in trust to pay to the Company such sums to
which it is entitled under the provisions of the Contract, provided that the sums due to the Company shall be kept separate
from any monies of the Buyer and/or any third party. Notwithstanding the provisions of the Condition 5(c), the Buyer may
retain from the proceeds of such sale any sum in excess of the sum or sums to which the Company is entitled under the
Contract or any other Contract between the Company and the Buyer.
(d) The Company may at any time revoke the Buyer's conditional power of sale contained in Condition 5(c) by giving 24 hours'
prior notice in writing of such revocation and without notice in the event of the Buyer being in default in the payment of any
sum whatsoever due to the Company from the Buyer (whether in respect of the Goods which are the subject of the Contract
or in respect of any other Contract between the Company and the Buyer) or if the Company has bona fide doubts as to the
solvency of the Buyer.
(e) The Buyer's conditional power of sale contained in Condition 5(c) shall automatically cease if:
(i) a receiver or administrative receiver is appointed over the whole or any part of the assets or the undertaking of the Buyer
or a winding up order is made against the Buyer or the Buyer goes into voluntary liquidation (except solely for the
purpose of reconstruction or amalgamation) or calls a meeting or makes any arrangement with its creditors or becomes
subject to an administration order or becomes bankrupt; or
(ii) the Buyer pledges or in any way charges by way of security for indebtedness the whole or any part of the Goods; or
(iii) The Contract terminates.
(f) On determination of the Buyer's conditional power of sale under Conditions 5(d) and/or 5(e), the Buyer shall place the Goods
in the Buyer's possession at the Company's disposal and the Company shall be entitled to enter upon the premises of the
Buyer for the purpose of removing the same using such force as is reasonably necessary for such purpose and (if necessary)
dismantling or separating the Goods from anything to which they are attached and all monies then due under the Contract
shall become immediately due and payable.
(g) If at the time of the determination of the Buyer's conditional power of sale under Conditions 5(d) and/or 5(e) any Goods are in
the custody or control of any individual, firm or company other than the Buyer, the Buyer shall immediately provide the
Company with an authority in writing to collect the same and the same shall then be at the Company's disposal.
(h) Should the Contract require the installation of the Goods at or in the premises of any third party, the Buyer shall notify the third
party before installation begins of the terms of this Condition 5 and obtain the acknowledgment in writing of the third party
(sending a copy thereof to the Company) that the third party has noted the terms of this Condition 5 and concedes the rights
of the Company under it as if the Contract was made by the third party directly with the Company.
(i) The Company will have the right to maintain an action against the Buyer for the price of the Goods notwithstanding that
property in the Goods has not passed.

6. PRICE AND PAYMENT

(a) Unless otherwise agreed, the Company will endeavour to maintain prices quoted but reserve the right to alter them in the
event of changes in the cost of materials and/or labour. Where Contracts in excess of one year have been negotiated prices
will be those prevailing in and as agreed and are ruling in the Contract.
(b) The price quoted does not include Value Added Tax unless this is specifically shown.
Unless otherwise stated payment terms are "net monthly account" which is to be interpreted as "payment to be made before
the end of the calendar month following the calendar month during which the Goods are invoiced" Time of payment shall be
of the essence. If the Buyer's account is overdue for payment, the Company reserves the right to withhold or suspend
deliveries under the Contract or any other contract with the same customer. Any such withholdings or suspension shall not
give rise to any claim whatsoever by the Buyer and shall be without prejudice to the Company's rights to recover any amount
due from the Buyer and to the exercise of any of its rights by the Company.
(c) If the Buyer's account is overdue for payment, the Company reserves the right to charge interest at 3% per annum over the
Base Rate of Lloyds Bank Limited for the time being in force on the amount overdue.
(d) Where a discount has been agreed for prompt payment, the cheque for such payment must be received by the Company on
the due date and it will be the buyer's responsibility to see that it is posted in due time. Payment not received on the due date
will have the settlement discount disallowed.

7. WARRANTY, CLAIMS AND LIMITATION OF LIABILITY.

(a) Goods manufactured by the Company are for the normal purpose for which they have been designed and where applicable
conform to the relevant British Standards.
(b) The Company shall be under no liability in respect of any defect in the Goods arising from any drawing, design or
specification supplied by the Buyer.
(c) The Company shall be under no liability in respect of any defects arising from fair wear and tear, wilful damage, negligence,
abnormal working conditions, failure to follow the Company's instructions, misuse or alteration or repair of the Goods without
the Companies approval.
(d) Save as aforesaid, all other conditions, guarantees or warranties, whether express or implied by Statute Common Law or
otherwise including (but without prejudice to the generality of the foregoing) conditions, whether known or made known to
the Company or not (save as exclusion is expressly prohibited by statute) hereby excluded.
(e) The Company shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total
price of the Goods has not been paid by the due date.
(f) Goods shall be inspected promptly by the Buyer upon delivery. Quality claims must be made in writing immediately after the
Buyer learns of any defect and in any event within 14 days. Any claim not made in writing and received by the Company
within the aforesaid time limit shall be deemed waived.
(g) In the case of failure in service of the Goods, unless notification shall be made in writing to the Company within 14 days and
the failed Goods made available to inspection by the Company or any person on its behalf, any claim in respect thereto shall
be deemed waived.
(h) In the event of any Goods supplied by the Company and not being of its own manufacture being proved to be defective or
failing in service, the Buyer shall be entitled only to such restitution as the Company may receive from the manufacturer
and/or supplier to the Company.
(i) The Company shall have the right to inspect and conduct its own tests upon any Goods that are the subject of a damage or
loss or quality claim or have failed in service.
(j) The right of the Buyer to set off the value of any shortage, defective Goods or Goods not otherwise conforming to Contract
shall be restricted to the specific invoice for the Goods in question and shall not apply to previous to future accounts.

8. INDEMNITY

(a) The Buyer shall indemnify the Company in respect of all damage or injury occurring to any person, firm, Company or property
and against all actions, suits, claims, demands, charges or expenses in connection therewith for which the Company may
become liable in respect of the Goods sold under the Contract in the event that the damage or injury shall have been
occasioned otherwise than by the negligence of the Company.
(b) The Buyer shall indemnify the Company against all damages, penalties, costs and expenses to which the Company may
become liable through any work done in accordance with specifications, drawing or special requirement of the Buyer which
may involve an infringement of a Patent Registered Design or other industrial property of a third party or may cause any
actionable damage or loss to any third party.

9. PERFORMANCE OF CONTRACT

Each delivery shall be considered a separate transaction and default in relation to any one delivery shall not vitiate the Contract as
regards other deliveries.