Conditions of Sale

1.(a) The Company’s quotations are not binding on The Company and a contract (hereinafter referred to as “the Contract”) will only come into being upon acceptance of The Company of the Buyer’s order and the following conditions shall be deemed to be expressly incorporated therein. (b) The Contract will be subject to these conditions. All terms and conditions appearing or referred to in the Buyer’s order or otherwise stipulated by the Buyer shall have no effect. Any variation or modification to the Contract must be confirmed in writing by The Company.

2. Dates or periods for delivery stated in the Contract are only approximate and not essential terms unless the parties agree in writing to guaranteed delivery dates and the Contract so provides. Except as provided in Paragraph 4 below, delays in delivery shall give no right to cancel the Contract.

3. The time for delivery of the goods under this Contractshall be extended for a reasonable period due to any or allof the following:(a) P revention or hindering of the manufacture ordelivery of any of the goods at any of the Company’sproducing works, subcontractors’ works or other locationsor the delivery thereof to the Buyer elsewhere, whether bythe Company or a subsidiary company, or an independentcarrier by fire, the elementsw, ar, act of God, industrialdispute, or shortage of raw materials or fuel.(b) Any other cause whatesvoer beyond the reasonablecontrol of the Company.

4. The parties may cancel the Contract or any deliveries thereunder by an agreement in writing if delivery of any goods is likely to be delayed by reason of the events referred to in Paragraph 3; and (Tah) e Company shall not have commenced the manufacture of the goods or the goods have been lost, destroyed or irreparably damaged; (b) The delay is likely to continue so long that the Buyer will need to acquire substitute goods from a source other than the Company and the Buyer has properly notified the Company of the consequences of such delay in writing; and (c) To the reasonable satisfaction of the Company, the Buyer shows that it is in peril of being in breach of a contractual obligation with a third party. The Company may, at the request of the Buyer, agree to the cancelation of the delivery of those goods provided that all costs and expenses incurred by the Company up to the time of cancelation are reimbursed by the Buyer first. The Company shall have no liability to the Buyer in the event of such cancelation.

5(a) The Company reserves the right to supply the goodsfrom any of its producing works or any subcontractor orsupplier of its choice.(b) Delivery of the goods shall take place at the deliverypoints specified in the Contract.(c) If the Contract provide s for the Buyer to collect thegoods, delivery shall take place at the works from whichthe goods are to be collected and the Buyer shall collectthem without delay. If the goods are not collected by theBuyer within three (3) days of being so notified, theCompany may dispatch the goods itself by such means oftransport as the Company may choose at the Buyer’sexpense and risk or store them at the expense and risk ofthe Buyer.(d) Where the Contract provides for delivery of the goodselsewhere than at the Company’s site, the Company willentertain a claim by the Buyer with respect to loss ordamage in transit only if the Buyer:(i) Gives written notice to the Company within 21days of the dispatch of the goods in the case of nondeliveryor within seven (7) days of delivery of thegoods in any other case; and(ii )W here the goods are transported by anindependent freight carrier, complies in all respectswith the freight carrier’s conditions of carriage fornotifying claims for loss or damage in transit.(e) The Company reserves the right to charge to theBuyer any costs, charges, or expenses incurred by theCompany as the result of any transportation delay causedby any act or omission by the Buyer, its servants oragents, or as a result of special requirements orstipulations of the Buyer not provided for in the Contract.(f) (i) Any marine insurance required to be under theContract shall, unless otherwise agreed in writing, be 10%over the invoice price and shall cover the interest from thecommencement of transit to the destination named in theContract.(ii) Except as varied by these conditions or otherwiseagreed in writing, the commercial terms in the Contractsuch as C.I.F., and C&F shall have the meaning assignedto them by the Uniform Commercial Code including anyadditions or amendments thereto.

6. The goods are supplied to specifications (includingdimensions, weights, analysis and properties) statedexpressly in the Contract or where none are specified, tothe specifications published by the Company, or wherenone are so published, in conformance with the applicablestandard of practice or usage of trade.

7. (a) Unless otherwise expressly agreed in writing by theparties, notwithstanding the provisions of Paragraph 6, thequality of the goods or their fitness or suitability for anypurpose or end use, however or whenever expressed, orimplied by statute, custom or usage of the trade orotherwise are hereby excluded.(b) Without prejudice to the foregoing, no statement orundertaking contained in any standard or technicalspecification in the industry as to the suitability of thegoods for any purpose shall give rise to any legal liabilityon the part of the Company. The Buyer shall satisfy itselfthat the goods are suitable for any purpose or applicationfor which they are to be used before the goods areincorporated into such purpose or application.

8. Where the Contract provides for testing or inspection ofthe goods by or on behalf of Buyer before delivery,whether at the Company’s producing works otherlocations or elsewhere, then upon the Company givingnotice of the availability of the goods forinspection/testing to the Buyer, the Buyer shall inspectand/or test the goods within seven(7) days of such notice.If the Buyer does not inspect or test the goods within thetime specified or if within 14 days of such testing orinspection the Buyer does not notify the Company inwriting that the goods are not in accordance with theContract, specifying the matter complained of, then Buyershall conclusively be deemed to have accepted the goodsas being in accordance with the Contract and shall notthereafter be entitled to reject the goods on the grounds ofanything which such testing or inspection has or wouldhave revealed.

9. The Buyer shall be deemed to have accepted the goodsand it shall be conclusively agreed that the goods are incompliance with the Contract unless:(a) The Buyer gives no tice in accordance with theprovisions of Paragraph 8;(b) Within 21 days after receipt of the goods and prior totheir use or resale, the Buyer serves upon the Company awritten notice specifying any defect in the quality or stateof the goods which would be apparent upon careful,reasonable inspection, by such testing as it is reasonable,or stating why the goods are not otherwise in accordancewith the Contract and thereafter provides to the Companya reasonable opportunity to inspect or test the goodsbefore they have been used or processed; or (c) If a defect in the quality or state of the goods wouldnot be apparent upon careful inspection or reasonabletesting, the Buyer must serve upon the Company writtennotice of such defect forthwith upon its discovery and inany event not more than 90 days after receipt of the goodsspecifying the matters complained of and affording theCompany a reasonable opportunity to inspect the goodsbefore any replacement or repair of the goods isundertaken. The Buyer shall not be excused fromproviding such opportunity by reason only of theincorporation of the goods in the property of a third partyor the location of the goods on the premises or land of athird party. Any dispute between the parties as to whetherany goods are defective in quality or state or otherwisenot in accordance with the Contract shall be referred inaccordance with the provisions of American ArbitrationAssociation.

10. Provided that the Buyer has complied with therequirements as to notice in Paragraphs 8 and 9(whichever may be applicable) and subject to theprovisions of Paragraph 13 below, if the goods or any partthereof are defective in quality or (except for discrepancyin weight or quantity) otherwise not in accordance withthe Contract, and if the Company and Buyer cannot reachan agreement that the Buyer shall either accept the goodsat an agreed value or that the goods shall be made tocomply, then the Company may accept a return of therelevant goods and at the company’s option either:(a) Repay or allow the Buyer invoice price thereof(including freight) and any reasonable transport costsincurred by the Buyer in carrying the relevant goods fromthe place of original delivery to the Company’s site or tosuch other place as the Company may nominate; or(b) Replace the goods by delivering replacement goods tothe original place of delivery as soon as may bereasonably practicable.

11. The Buyer’s remedies with respect to any claim underParagraph 10 above and of any condition or warrantyimplied by law and of any other claim with respect to thequality or workmanship of the goods shall in all cases(whether or not involving negligence or breach of contracton the part of the Company) be limited to the mattersspecified under Paragraph 10 above and the Companyshall not in any circumstances be liable for any damages,compensation, costs, expenses, losses or other liabilities,

whether direct or consequential. Any other remedy whichwould otherwise be available in law is hereby excluded,except to the extent that such exclusion is prohibited byany rule or law. A claim w ith respect to any defect orfailure to comply with the specifications, Contract or withrespect to any delivery or installment of a Contract or anypart thereof shall not entitle Buyer to cancel or refusedelivery of, or payment for, any other order, delivery orinstallment of any part of the same order, delivery orinstallment. The Company requires a reasonable periodof time to carry out any replacement.

12. (a) Where the Contract stat es that the goods are sold as“other than prime,” “non-prime,” “no warranty” or by anysuch similar description, or where goods are accepted bythe Buyer pursuant to Paragraph 10 above and theCompany and the Buyer agree that such goods are sold as“other than prime,” “non-prime,” and “nor warranty,” orby any such similar description, then in all cases, suchgoods are sold in their actual state without warranty andwith all fault, whether or not the goods have beeninspected by the Buyer prior to delivery. Any statement,specification, description or other information providedby the Company with respect to such goods is given ingood faith but the Company can accept no responsibilityfor its accuracy. Under no circumstances will theCompany be under an obligation to replace or repair suchgoods or entertain any claim whatsoever with respectthereof.(b) If the Buyer shall re-sell such goods, the Buyer shallensure that the provisions that are set out in Paragraph 12above are incorporated in the resale agreement, unlessprior to resale of the goods the Buyer has caused thegoods or such part of the goods as the Buyer resales tocomply with a recognized specification or standard.

13. Each part, delivery, or installment of the goods shall bedeemed to be sold under a separate Contract. Delivery tothe Buyer of a quantity of goods less than that which theCompany has agreed to sell shall under no circumstancesentitle the Buyer to reject the goods delivered.

14. (a) Risk and the goods shall pass to the Buyer when thegoods are delivered to the Buyer.(i) If Buyer wrongfully refuses to receive goodsunder this Contract or wrongfully rejects goods in anyother situation, title revests with the Company but risk ofloss remains with the Buyer.(b) The Company and the Buyer expressly agree that titleshall pass to the Buyer at the time and place where theCompany completes its performance under the Contractwith reference to the physical delivery of the goods, anduntil the Company has been paid in full for the goodsunder this or any other sale or Contract between it and theBuyer, or until all other monies due from the Buyer to theCompany on any account have been paid in full, then: (i) The Company shall maintain a security interest inthe goods;(ii) The Company may at any time recover thosegoods in the Buyer’s possession, if the amountoutstanding from the Buyer with respect to the goodssupplied or any other amounts owed shall remain unpaidafter the date for payment has passed (with an exclusiverequirement of this Contract that the Buyer keep thegoods separately and readily identifiable as the propertyof the Company) and for that purpose the Company, itsservants and agents may enter upon any land or buildingupon which the goods are situated;(iii) The Buyer has the right to dispose of the goods(as between it and its customer only) as principal in theordinary course of its business for the account of theCompany (but any warranties, conditions orrepresentations given or made by the Buyer or any thirdparty shall not be binding on the Company, who shall beindemnified by the Buyer with respect thereto), with suchright being terminable upon written notice by theCompany to the Buyer at any time and beingautomatically terminated without notice upon anyinsolvency of the Buyer or it going into liquidation (asdefined by California Corporations Code) or it having areceiver or other similar officer appointed, or calling ameeting of its creditors, or any execution or distress beinglevied on the goods in its possession;(iv) In the event of such disposal, the Buyer has afiduciary duty to the Company for the proceeds, but mayretain therefrom any excess of such proceeds over theamount outstanding under this or any other Contractbetween them, and the Company has the additional rightto recover the Buyer’s price directly from the Buyer’scustomer to the extent unpaid. If the Company availsitself of such right, the Company will account to theBuyer for any such excess less any expenses incurred bythe Company with respect to such recovery;(v) If the Buyer incorpor ates the goods into otherproducts (with the addition of its goods or those of others)or uses the goods as material for other products (with orwithout addition) the property in those other products isupon such incorporation or use ipso factor transferred tothe Company and Buyer (as bailee for the Company) willstore the same for the Company in a proper manner andwithout charge to the Company and in the event of suchincorporation or use as is envisioned by this sub-section,the provisions of sub-sections (b)(ii)-(iv) above shallapply to those other products in place of the goods. Forthe purpose of this sub-section, de-coiling, cutting,processing/further processing or re-bundling of goodsshall not constitute incorporation or use as material forother products.(vi )E ach sub-section (ii)-(v) above shall beconstrued and shall have effect as a separate section and in the event of any of them being for any reasonwhatsoever unenforceable according to its terms, theothers shall remain in full force and effect.

15. The Company shall be entitled without prejudice to itsother rights and remedies to terminate in whole or in partany and every Contract between itself and the Buyer or tosuspend any further delivery under any or every Contractin any of the following events:(a) If any debt is due and payable by the Buyer to theCompany but is unpaid;(b) If the Buyer has failed to provide any letter of credit,bill of exchange, or any other security required by theContract provided that in such event the aforesaid rightsof termination or suspension shall apply only in regard tothe particular Contract under which the Buyer has sofailed;(c) If the Buyer has failed to take delivery of the goodsunder any Contract between it and the Company in a waythat is not in accordance with the Buyer’s contractualrights;(d) If the Buyer becomes insolvent or enters into anycomposition or arrangement (including a voluntaryarrangement with its creditors) or, if a corporation, entersinto a voluntary winding up (except where solely for thepurpose of reconstruction) ori f a receiver (including anadministrative receiver) or administrator has beenappointed or if any such order of appointment has beenmade, or if being an individual or partnership, the Buyersuspends payment of his or their debt in whole or in partor if an application has been made for an interim order ora petition has been presented for a bankruptcy order orstay or if any such order has been made or if the Buyer(whether or not a corporation) shall carry out or be subjectto any other similar act or proceeding under foreign law,the Company shall be entitled to exercise itsaforementioned rights of termination or suspension at anytime during the event (or default giving rise thereto) hasnot ceased or been remedied. In the event of any suchevent, the Company shall be entitled as a condition ofresuming delivery under any Contract between it and theBuyer to require pre-payment of (or such security as itmay require for the payment of) the price of any further orfuture delivery.

16. The Buyer shall not be entitled to withhold payment ofany amount payable under the Contract to the Companybecause of any disputed claim of the Buyer with respectto defective goods or any other alleged breach of theContract and the Buyer shall not be entitled to a set-offagainst any amount payable under the Contract to theCompany any monies which are then not presentlypayable by the Company or for which the Companydisputes liability.

17. (a) Unless the Contract expressly otherwise provides, theprice payable by the Buyer for each delivery of goodsshall be the Company’s price as published in its price listcurrent at the date of dispatch, to which shall be addedany Value Added Tax and any other tax or duty relatingto the sale or delivery of goods chargeable to theCompany and (where appropriate) the applicable freightand other charges as specified in the relevant carriagetariff current at the date of dispatch. Unless otherwisespecifically stated in the Contract price of such delivery(including such freight and other charges) shall be paid infull and received by the Company by the last day of themonth following the month in which the goods weredispatched. The Company shall be entitled to chargeinterest on any sums not so paid. Such interest shall becalculated on a day-to-day basis on the amountoutstanding at the rate of 3% above the arithmetic averagefor each day of the published base rate.(b) Payment shall be made in the currency specified inthe Contract. The amount of the price to be paid isspecified on the face of the Contract or calculated inaccordance with the formula there specified. That amountshall not be subject to any discount or deduction except asagreed in writing by the Company.(c) Quotations in a currency other than sterling are basedon the rate of exchange at the time of quotation will besubject to revision up or down if any different rate ofexchange is ruling at the date the order acknowledgementis dispatched; and(d) The Contract price for the goods is for the supply ofthe goods in accordance with the express terms of thisContract.

19. The rights of the Company or the Buyer shall not beprejudiced or restricted by any indulgence or forbearanceextended by either party to the other and no waiver byeither party with respect to any breach shall operate as awaiver with respect to any subsequent breach. Anyvariation or modification in the terms of this Contractmust be agreed in writing between the parties.

20. The Buyer shall indemnify and hold harmless and defendthe Company against all actions, suits, claims, demands,with respect to any infringement or alleged infringementof any patent, registered design, unregistered design,copyright, trademark, or other industrial or intellectualproperty rights resulting from compliance by theCompany with the Buyer’s instructions, whetherexpressed or implied.

21. The Buyer agrees upon demand to indemnify Companyagainst all claim, loss, damage, injury, costs and expensesof whatever nature suffered by the Company to the extentthat the same or caused by or related to:(a )S pecifications, instructions or designs given orstipulated by the Buyer to the Company with respect tothe goods produced by the Company for the Buyer;(b) Defective materials or products supplied by the Buyerto the Company and incorporated by the Company ingoods produced by the Company for the Buyer;(c) The improper incorporation, use, processing, storage,or handling of goods by the Buyer; or(d) Buyer’s failure to provide information or instructionsto subcontractors’ purchasers.

22. In the event that, for any reason, any provision orprovisions in these conditions or any part thereof is or isheld to be void, unenforceable, or otherwise invalid, anyContract made which incorporates these conditions shallcontinue to be fully binding and all other conditionsherein, including the remainder of any condition wherethe effect of some part thereof is avoided shall remainfully effective.

23. The Contract shall be governed by and construed inaccordance with the laws of the State of California. TheBuyer, upon entering into this Contract submits to thejurisdiction of the courts in Orange County, California.

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