Terms and Conditions

1. GENERAL - All quotations are made and all orders are accepted subject to the following Terms and Conditions
of Sale and no addition thereto or variation therein shall be made unless mutually agreed in writing by the
parties. These Conditions supersede any earlier sets of Conditions appearing in our sales literature or elsewhere
and shall override any Terms or Conditions stipulated, incorporated or referred to by the Purchaser's order or in
any negotiations.

2. VALIDITY OF QUOTATIONS - We reserve the right to refuse your acceptance of a quotation unless such
quotation is stated to be open for a specific period and is not with-drawn within such period.

3. SERVICE LEVEL AGREEMENTS - In addition to Airflow Standard Terms and Conditions, Service Level
Agreements (SLA) are required where goods and/or services are bespoke to a customer's own requirements.

4. CATALOGUES - Catalogues, price lists and other advertising matter are only an indication of the type of goods
offered and no prices or other particulars contained therein shall be binding on us.

5. DESPATCH - Any times quoted for despatch are to be treated as estimates only and we shall not be liable for
failure to despatch within such time unless you have suffered loss thereby and the amount payable in respect
thereof shall have been agreed in writing as liquidated damages, in which case our liability shall be limited to the
amount so agreed to be paid. In all cases whether a time for despatch be quoted or not, the time for despatch
shall be extended by a reasonable period if delay in despatch is caused by instructions or lack of instructions
from you, or by industrial dispute, or by any cause whatsoever beyond our reasonable control.

6. STORAGE - If by reason of instructions or lack of instructions from you, despatch in accordance with the
contract is delayed for 14 days after you have been notified that the goods are ready for despatch, the property in
the goods shall pass to yourselves, the title of the goods will remain with Airflow Developments Ltd, who shall
take delivery or arrange for storage and for purposes of Clause 10 (Payment) the goods shall there-upon be
deemed to have been delivered. If the goods are considered to have been delivered, and for so long as storage
facilities permit, we may store the goods, and you shall pay a reasonable charge therefore, and the risk of loss or
damage caused by whatever means, will be borne by you.

7. DELIVERY - If delivery costs are specified in our tender, the price quoted will include delivery by any method of
transport at our option.

8. LOSS OR DAMAGE IN TRANSIT - When the price quoted includes delivery, we shall replace free of charge
goods damaged in transit or not delivered in accordance with your order and/or the invoice. Provided that we
are given written notification of such damage or non-delivery as follows: -
Damage in Transit and Shortages - within 3 days of receipt of goods.
Non Delivery - within 7 days of date of invoice.
(Where goods are collected by the customer or his designated transport we will not be responsible for any goods
damaged in transit).

9. PACKING - Returnable cases or stillages, separately invoiced, will be credited in full if returned in good
condition carriage paid to us within 28 days of delivery of the goods.

10. INCORRECT DELIVERY - Unless otherwise agreed, goods rejected by you as not complying with the
description of the goods ordered must be so rejected in writing within 3 days of receipt.

11. PAYMENT - Unless otherwise agreed in writing, payment in full is due in respect of any goods delivered, or
services rendered, within 30 days following the end of the month of delivery, beyond which date the payment will
become overdue.
We reserve the right to add interest to the contract price, for overdue payment, at 3% above the HSBC Bank
base rate(s) in force during the period that the payment is overdue.
Further, if at any time any sum owed to us is overdue, we reserve the right to withhold delivery of any goods
until such time that all sums due to us have been paid.

12. OWNERSHIP OF THE GOODS - (a) The ownership of the goods shall not pass to the Purchaser and the
Purchaser shall keep the goods as bailee and trustee for Airflow Developments Ltd (returning the same to
Airflow Developments Ltd upon request) until the price of the goods shall have been paid in fully without any
reduction or the deferment on account of any dispute or cross claim whatsoever.
(b) If the purchaser:-
(i) manufactures any other article or articles from the goods with or without the addition of other
materials and/or
(ii) mixes the goods in any way whatsoever with other materials and/or
(iii) incorporates the goods into any other article as a component part, the property and products of such
manufacture, mixing or incorporation (herein referred to as "the products") shall be transferred to
Airflow Developments Ltd at the time of such manufacture, mixing or incorporation. The
Purchaser shall keep the products as bailee and trustee for Airflow Developments Ltd until the
Purchaser has paid Airflow Developments Ltd any sums due to Airflow Developments Ltd whether under this
contract or howsoever otherwise in full and without any reduction or deferment on
account of any dispute or cross claim whatsoever.
(c) Not withstanding sub paragraphs (a) and (b) hereof the Purchaser shall be entitled to sell the goods or the
products to third parties in the normal course of his business and to deliver them to such third parties but the
proceeds of any such sale shall whenever any sum whatsoever is due from the Purchaser to Airflow
Developments Ltd whether under this contract or howsoever otherwise held in trust for Airflow Developments Ltd
and on such sale and/or delivery, in any case where the price of the goods sold has not been paid in full to
Airflow Developments Ltd, the Purchaser is hereby deemed to assign to Airflow Developments Ltd absolutely
(and Airflow Developments Ltd hereby accepts such assignment) the benefit of any claim which the Purchaser
has against any such third party arising from such sale and/or delivery.
(d) In the event of the Purchaser becoming insolvent and a Receiver or Liquidator being appointed, such a
Receiver or Liquidator shall pay into a separate bank account any sums received from third parties in respect of
sales to them of goods or products by the Purchaser, up to the amount of any indebtedness of the Purchaser to
Airflow Developments Ltd for the sole benefit of Airflow Developments Ltd.

13. DEFECTS AFTER DELIVERY - We will make good, by repair or at our option by the supply of a replacement,
defects which, under proper use and installed in line with our product instructions, appear in the goods within a
period of twelve calendar months, or such greater period as may appear on any specific guarantee supplied, after
the goods have been delivered and arise solely from faulty design, materials or workmanship. Provided always
that defective parts have been returned to us carriage paid, if we shall have so required, the repaired or new parts
will be delivered by us free of charge as provided in Clause 7 (delivery). Our liability under this clause shall be in
lieu of any warranty or condition implied by law as to the quality or fitness for any particular purpose of the
goods, and save as provided in this clause we shall not be under any liability, whether in contract, tort or
otherwise, in respect of defects in goods delivered or for any injury (other than personal injury caused by our
negligence as defined in Section 1 of the Unfair Contract Terms Act, 1977), damage or loss resulting from such
defects or from any work done in connection therewith. Provided however that nothing in this clause shall
operate to exclude any warranty or condition implied by law as to the quality of the goods in the event that when
sold by you or when sold by any person or persons to whom you may sell the goods shall become the subject of a
consumer sale as defined in the Supply of Goods (Implied Terms) Act, 1973 except to the extent that any claim
under such warranty or condition shall have arisen from any act or omission by you or by any other person or
persons selling the goods by way of a consumer sale. Defects in goods supplied, which arise directly from defects
in items supplied or specifically required by you, and which items have been incorporated in goods by us, to your
instructions, will effectively cancel all our implied obligations in this clause.

14. RETURNED GOODS - Goods returned for whatever reason shall be at the risk of the purchaser and returned at
the expense of the purchaser. No goods shall be returned without first obtaining the Company's agreement in
writing. Goods returned for credit will be subject to a restocking charge which will not be less than 25% of the
original price.

15. CANCELLATION - The contract, once made, cannot be cancelled without payment of reasonable costs for
damages.

16. SUBCONTRACTING - We reserve the right to subcontract all or part of any order.

17. PATENTS - We will indemnify you against any claim of infringement of Letters Patent, Registered Design, Trade
Mark of Copyright (published at the date of the Contract) by the use or sale of any articles or material supplied by
us to you and against all costs and damages which you may incur in any action for such infringement or for which
you may incur in any action for such infringement or for which you may become liable in any such action.
Provided always that this indemnity shall not apply to any infringement which is due to our having followed a
design or instruction furnished or given by you or to the use of such article or material in a manner or for a
purpose or in a foreign country not specified by or disclosed to us, or to any infringement which is due to the use
of such article or material in association or combination with any other article or material not supplied by us.
And provided also that this indemnity is conditional on your making no admission in respect of such alleged
infringement and giving us the earliest possible notice in writing of any claim being made or action threatened or
brought against you and on your permitting us at our expense to conduct any litigation that may ensue and all
negotiations for a settlement of the claim. You on your part warrant that any design or instruction furnished or
given by you shall not be such as will cause us to infringe any Letters Patent, Registered Design, Trade Mark or
Copyright in the execution of your order.

18. ARBITRATION - The validity, construction and performance of this contract shall be governed by the Law of
England and any dispute that may arise out of or in connection with this contract including its validity,
construction and performance shall be determined by arbitration under the Rules of the London Court of
Arbitration at the date hereof, which Rules with respect to matters not regulated by them incorporate the
UNCITRAL Arbitration Rules. The parties agree that service of any notices in reference to such arbitration at the
addresses as given in the contract shall be valid and sufficient.

19. STATUTORY AND OTHER REGULATIONS - If the cost to us of performing our obligations under the contract
shall be increased or reduced by reasons of the making or amendment after the date of tender of any law or of any
order, regulations, or bye-law having the force of law that shall affect the performance of our obligations under
the contract, the amount of such increase or reduction shall be added to or deducted from the contract price as the
case may be.

20. DATA PROTECTION - All details we hold on you will be stored securely and used only in line with our privacy
policy.

21. CHANGES TO TERMS - Airflow Developments Limited reserves the right to alter or amend our terms and
conditions at any time and a current set are available from the Airflow Developments Ltd Web site
www.airflow.com or upon request from our finance department.

AIRFLOW DEVELOPMENTS LTD LANCASTER ROAD, CRESSEX BUSINESS PARK,
HIGH WYCOMBE, HP12 3QP, ENGLAND
COMPANY REGISTRATION NUMBER: 550374
VAT REG NO: GB342832366
TEL: +44 (0)1494 525252
FAX: +44 (0) 1494 461073
EMAIL: info@airflow.co.uk