ACT (EUROPE) TERMS & CONDITIONS OF SALE

1.0 DEFINITIONS.

1.1 The “Company” means ADVANCED CHAIN TECHNOLOGIES (EUROPE) LIMITED

1.2 The “Customer” means the Customer of the company, details of whom are set out below.

1.3 The “Contract” means any contract or agreement for the sale of goods or services by the Company to the Customer.

1.4 The “Goods” means goods or services forming the subject of this contract including parts and components of or materials in them.

2.0 QUOTATIONS.

2.1 Quotations by the Company unless otherwise stated shall be open to acceptance by the customer within 30 days of the quotation. On laps of 30 Day acceptance period the company may honour the quotation as provided in whole or part at its own discretion.

3.0 EXISTENCE OF CONTRACT.

3.1 No contract shall come into existence until the Customer’s order (however given) is accepted by the earliest of (a) the Company’s written acceptance (b) delivery of the goods or (c) the Company’s invoice.

3.2 These conditions shall be incorporated in the contract to the exclusion of any terms or conditions stipulated or referred to by the Customer.

3.3 No variations or amendments of the contract shall be binding on the company unless confirmed in writing and agreed by Director/s of the Company.

4.0 PRICES.

4.1 Prices are excluding VAT and other taxes and duties unless otherwise agreed in the contract.

4.2 The company has the right in respect of any uncompleted portion of the contract to adjust its prices for any increase in the price of materials, parts, labour, transport, changes in work or delivery schedules or quantities or any other costs of any kind arising for any reason after the date of contract.

5.0 PAYMENT.

5.1 Unless otherwise stated in the contract all invoices are payable by return on receipt of the company’s invoice at the company’s premises stated on the invoice and in no circumstances shall the customer be entitled to make any deduction or withhold payment for any reason.

5.2 The time for payment shall be the essence of the contract. Without prejudice to any other rights of the company , if the customer fails to pay the invoice price by either agreed instalments and/or on the due date , the company will be entitled to charge the customer interest on any overdue amount from the date of which payment was due to that on which it is made (whether before or after judgement) on a daily basis at a rate of 8% over the base rate from time to time quoted by Lloyds Bank PLC and reimburse to the company all costs and expenses (including legal costs) incurred in the collection of any overdue amount .

6.0 TITLE IF GOODS SUPPLIED

6.1 For the purpose of section 12 of the sale of goods act 1979 the company shall transfer only such title or rights in respect of goods as the company has and if the goods are purchased from a third party shall transfer only such rights as that party had and has transferred to the company .

6.2 Notwithstanding the earlier passing of risk of title to the goods as bailee for the company, shall not pass to the customer until the amount due under the invoice for them has been paid for in full.

6.3 Until title passes, the customer shall hold the goods as bailee for the company and shall store or mark them so that they can at all times be identified as the property of the company.

6.4 The company shall be entitled at any time before title passes, to reposes and dismantle (without being liable for any damage by so doing) and sue or sell all or any part of the goods and so terminate (without any liability to the company) the customer’s right to use, sell or otherwise deal in them and for that purpose to enter any premises of the customers’.

6.4The Customer shall be entitled to re-sell the goods or part thereof prior to the passing of title only upon the condition that the customer will hold on trust for the Company so much of the proceeds of sale received by the Customer under contract which includes any of the goods hereby sold either in their original or altered state as are necessary to discharge payment in full to the Company.

6.4(a) Notwithstanding the foregoing the Customer is hereby licensed to use goods supplied hereunder in manufacture but not otherwise.

6.4(b) The licence conferred by sub-clause (a) shall (unless title to the goods shall have passed in accordance with the terms hereof or unless the same shall have been used in manufacture, automatically determine forthwith upon the happening of any of the

following events whichever shall be the earlier:-

(i) The appointment of a Receiver for the whole or any part of the assets and undertaking of the customer

(ii) In the case of the Company the convening of a meeting of the Customer pursuant to Section 293 of the Companies Act 1948

(iii) In the case of a Company a Resolution to Wind Up the Customer except for the purpose of reconstruction or amalgamation

(iv) The commission of any act of Bankruptcy by the Customer.

6.4(c) The Company shall also have the power (unless title to the goods shall have passed in accordance with the terms hereof) by oral or written notice to the Customer to determine the said Licence from the receipt of such notice if any account of the Customer

(whether concerning the goods to which this contract relates or otherwise) or any other part thereof is overdue for payment

6.4(d) In the event of the said Licence being determined as aforesaid the customer shall forthwith re-deliver the Company’s goods to the Company and for this purpose the Company shall be at liberty by itself or any duly authorised agent of the Company to enter

upon any premises of the Customer in order to collect the goods.

6.4(e) In all cases of warranty repair all goods must be returned to the company to facilitate the repair and the appropriate amount of time afforded to the warranty repair to facilitate a good repair.

6.5 Until title passes the entire proceeds of the sale of goods shall be held in trust for the company and shall not be mingled with other moneys or paid into any overdrawn bank account and shall be at all time identifiable as the vendor’s money .

6.6 The company shall be entitled to maintain an action for the price of any goods or services not withstanding that title has not passed to the customer.

7.0 RISK, DELIVERY AND PERFORMANCE.

7.1 Goods and services are delivered to the customer when the company makes them available to the customer or any agent of the customer or any carrier (who shall be the customer’s agent whoever pays his charges) at the company’s premises (or any other delivery point agreed by the company).

7.2 Risk to the goods passes when they are delivered to the customer.

7.3 Although the company shall make its best endeavours to meet the customer’s operational and delivery requirements, any dates quoted by the company for the delivery of the goods or service are approximate only and shall not form part of the contract and the customer acknowledges that in the performance expected by the company no regard has been paid to any quoted delivery or operational dates.

7.4 If the customer fails to take delivery of the goods, services do not commence or any part of them on the due date and fails to provide any instructions , documents , licenses , consents or authorisations required to enable the goods to be delivered or service to begin on the due date , the company shall be entitled upon giving written notice to the customer to store or arrange for the storage of the goods , and then risk in the goods shall pass to the customer delivery or commencement of service shall be deemed to have taken place and the customer shall pay company all costs and expenses including storage and insurance charges arising from its failure .

7.5 The company shall not be liable for any penalty, loss, injury, damage or expense arising from any delay or failure in delivery of goods or service performance from any cause at all, nor shall any such delay or failure entitle the customer to refuse to accept any delivery of goods or services or repudiate the contract.

8.0 CLAIMS NOTIFICATION.

8.1 Any claim that goods or service have been delivered damaged or are not of the correct quantity or standard or do not comply with their description shall be notified by the customer to the company within 7 days of their delivery or service initiation.

8.2.0 Any alleged defect or lack of contractual obligation shall be notified by the customer to the company within 7 days of the delivery of the goods or services, in the case of any defect which is not reasonably apparent on inspection within 7 days of the defect coming to the customer’s attention and in any event within the following periods:

8.2.1 for Goods or service supplied by the company within 12 months from the date of delivery or initiation;

8.2.2 for Goods and services not of the company’s supply the warranty period given by the manufacturer;

8.2.2a Please note in the case of a warranty claim on products or services not of the companies manufacture the warranty terms of the supplier shall take precedence including their ability to undertake repairs at their option.

8.2.3 for goods supplied as pre-used goods i.e. not of new construction no warranty is applicable and no liability shall be entertained , the customer is fully responsible for ascertaining whether the goods or composite parts therein are fit for the purpose intended and are of merchantable quality ;

8.3 Any claim under this section must be in writing and must contain full dated details of the claim including the part numbers of any alleged defective goods or order numbers in the case of defective services.

8.4 The company shall be afforded reasonable opportunity and facilities to investigate any claims under this condition and the customer shall if so requested in writing by the company promptly return any goods the subject of any claim and any packing securely packed and carriage paid to the company for examination and/or repair.

8.5 The company shall have no liability with regard to the any claim in respect of which the customer has not complied with the provisions of this condition.

9.0 SCOPE OF CONTRACT.

9.0 Under no circumstances shall the company have any liability of whatever kind for:

9.1 Any defects resulting from wear and tear, accident or improper use by the customer or use by the customer otherwise than in accordance with the instructions or advice of the company or the manufacturer of any goods or neglect from any instructions or material provided by the customer or services provided to the customer.

9.2 Any goods or services which have been adjusted, modified or repaired otherwise altered than by the company;

9.3 The suitability of any goods or services provided for any particular purpose use under specific conditions whether or not the purpose or conditions were known or communicated to the company ;

9.4 Any substitution by the company or any materials or components or services not forming part of any specification of the goods agreed in writing by the company;

9.5 Any description , illustrations , specifications , figures as to performance , drawings and particulars of weights and dimensions submitted by the company contained in the companies catalogues , price lists or elsewhere since they are merely intended to represent a general idea of the goods or services and not to form part of the contract or be treated as representations .

9.6 Any technical information , recommendations , statements or advice furnished by the company , its servants or agents not given in writing in response to a specific written request from the customer before the agreement is made ; or

9.7 Any variations in the quantities, dimensions or facilities of any goods, services or changes of their specification or substitution does not materially affect the characteristics of the goods or services provided , and the substituted materials, components or services are of equality equal or superior to those originally specified .

10.0 EXTENT OF LIABILITY.

10.1 The company shall have no liability to the customer (other than liability for death or injury resulting from the companies negligence) for any loss or damage of any nature arising from any breach or any express or implied warranty or implied warranty or condition of the contract or any negligence , breach or statutory or other duty on the part of the company , its servants or agents , or in any other way out of or in connection with the performance of or failure to perform the contract except in accordance with this condition .

10.2 The delivery of any repaired or replacement goods shall be at the company’s premises or other delivery point specified for the original goods or services.

10.3 Where the company is liable in accordance with this condition in respect of only some part of the goods or services the contract shall remain in full force and effect in respect of the other or other parts of the goods or services and no set off or other claim shall be made by the customer against or in respect of such other at other parts of the goods or services.

10.4 No claim against the company shall be entertained for any defect arising from any design or specification provided or made by the customer if any adjustments , alterations or other work has been done to the goods or services provided by any other person than the company .

10.5 The company shall not be liable where any goods or services , the price of which does not include carriage , are lost or damaged in transit and all claims made by the customer shall be made against the carrier . Replacements for such lost or damaged will, if available, be supplied by the company at the prices ruling at the date of dispatch.

10.6 In no circumstances shall the liability of the company to the customer under this condition exceed the invoice value of the goods.

10.7 The company will not be liable for any consequential losses incurred by the customer in respect to the supply/non-supply of goods or services by the company for to the customer or agents.

11.0 GENERAL.

11.1 The company may subcontract the performance of the contract in whole or in part.

11.2 The contract is between the company and the customer as principles and shall not be assignable by the customer without the express written consent of the company.

11.3 The company shall have a lien on all the customer’s property in the company’s possession for all sums due at any time from the customer and shall be entitled to use, sell or dispose of that property as agent for and all at the expense of the customer and apply the proceeds in and towards the payment of such sums on 28 days notice in writing to the customer. Upon accounting to the customer for any balance remaining after payment of any sums due to the company and the costs of sale or disposal the company shall be discharged of any liability in respect of the customer’s property.

11.4 The company may at its discretion suspend or terminate the supply of any goods or services if the customer fails to make any payment when and as due or otherwise defaults in any of its obligations under the contract or any other agreement with the company or becomes insolvent, has a receiver appointed or the company bona fide believes that any of those events may occur, and in case of termination shall be entitled to forfeit any deposit paid.

11.5 If the goods or services are manufactured or supplied in accordance with any design, specification or agenda provided or made by the customer, the customer shall indemnify the company from and against all claims, costs, expenses and liability of any nature in connection with them, including any claim, whether actual or alleged, that the design or specification infringes the rights of any third party.

11.6 All drawings, specifications or services packages and other data provided by the company shall remain its property and all technical information, patentable or unpattenable, copyright and registered designs arising from the execution of any orders shall become the property of the company.

11.7 Any contract and/or agreement made between the Company and the Customer and the subject matters contained within are confidential and shall not be disclosed or used for any unauthorised purpose.

11.8 Where the goods or services have been made or supplied to the customers specification or requirements the company accepts no liability for their fitness for any particular purpose or for their compliance with any statutory requirements or regulations or for any damage or injury caused to the customer’s equipment, fixtures or fittings.

11.9 Where goods or services are provided no reliance can be placed on quotations given as to weight, dimensions, performance or delivery which are approximations only and will not include other supplies subsequently added. The company can accept no responsibility for the suitability or otherwise of any goods or services supplied by the customer.

11.10 All specifications, figures and sizes and other descriptions given or made by the company are approximations only and their accuracy should not be relied upon by the customer.

12 The company shall not be liable for any failure in the performance of any of its obligations under the contract caused by factors outside of its control.

12.0 FORCE MAJEURE.

13.0 LAW, SUPPLY AND CONSTRUCTION .

13.1 The contract shall be governed by English law and the customer consents to the exclusive jurisdiction of the English courts in all matters regarding the agreement except to the extent that the company invokes the jurisdiction of the courts of any other country.

13.2 The headings of conditions are for convenience or reference only and shall not affect their interpretation.

14.0 NOTICES.

14.1 Any notice to be given under the contract shall be in writing, sent by facsimile transmission or forwarded by first class pre-paid letter post to the receiving party at its business address as last notified in writing to the other party and shall be deemed to have been given on the date of the telex or facsimile transmission on the day following that on which the notice was passed.

ACTE01                                                                                                             10.09.15                                                                                     CONTROL STATUS 01