Standard terms and conditions of sale

1.0 DEFINITIONS AND SCOPE

1.1 In these Terms and Conditions references to Circuit Technology Global Sourcing Ltd (CTGS Ltd.) and to the Customer are to any person, firm, company, public authority or agency with whom CTGS Ltd enters into a sale or hire contract.

1.2 These Terms and Conditions shall apply to all orders placed with Circuit Technology Global Sourcing Ltd. for the sale or hire of goods. Unless expressly agreed in writing signed by a duly authorized signatory of Circuit Technology Global Sourcing Ltd. these Terms and Conditions shall prevail over any inconsistent terms, communication or other form of contract. No order shall be binding until Circuit Technology Global Sourcing Ltd has accepted it under the Terms and Conditions set out in this document.

2.0 PRICES

2.1 Unless Circuit Technology Global Sourcing Ltd. states otherwise in writing, the price for the sale or hire of goods shall be Circuit Technology Global Sourcing Ltd.'s list price for the sale or hire of those goods at the date of dispatch and Circuit Technology Global Sourcing Ltd. may vary the list price after the date of the order to reflect any increase in costs.

2.2 Unless Circuit Technology Global Sourcing Ltd. states otherwise in writing, all prices are exclusive of value added tax, duties, tariffs, levies, carriage, insurance, freight and any special packing requirements. At the Customer's request and expense Circuit Technology Global Sourcing Ltd. may as agent of the Customer, arrange carriage of the goods at the Customers expense.

2.3 Firm written quotations issued by Circuit Technology Global Sourcing Ltd. are valid for orders received by Circuit Technology Global Sourcing Ltd. within 90 days of the quotation date unless otherwise stated.

3.0 PAYMENT

3.1 Unless Circuit Technology Global Sourcing Ltd. states otherwise in writing, all payments shall be made with an Order and shall be due in Sterling, Euro or US Dollars in Cash, Bank Transfers or Cleared Funds for Cheques. Only in special cases shall payment be agreed to be thirty (30) days after date of Circuit Technology Global Sourcing Ltd. Invoice and shall be paid by the Customer without any set-off, deduction or counterclaim.

3.2 Circuit Technology Global Sourcing Ltd reserves the right to change payment conditions and always insist upon all payments for goods to be made prior to dispatch of the goods from the premises of Circuit Technology Global Sourcing Ltd.

3.3 If the customer fails to pay any sum due to Circuit Technology Global Sourcing Ltd with an Order or on any account due date, Circuit Technology Global Sourcing Ltd. may in addition to any other right suspend performance of its obligations under any or all contracts with the Customer and / or charge interest (before and after any judgment) on any overdue payment at the rate of 2% above the annual base lending rate of Barclays Bank compounded quarterly from the due date until payment is made in full. The Customer shall indemnify Circuit Technology Global Sourcing Ltd. in full against all fees, costs and expenses incurred in collecting any sum payable to Circuit Technology Global Sourcing Ltd.

3.4 The Customer may not cancel any Sales Order unless agreed and a cancellation fee will be charged commensurate with the orders position in manufacture.

4.0 DELIVERY

4.1 All times and dates for dispatch or delivery of goods are estimates only given in good faith but without liability on the part of Circuit Technology Global Sourcing Ltd. The delivery date of any specialized equipment developed on behalf of a client shall be subject to periodic review. Time of dispatch or delivery is not of the essence.

4.2 Unless agreed otherwise in writing, Circuit Technology Global Sourcing Ltd. may deliver goods in instalments and invoice for and receive payment prior to dispatch for each instalment separately. Goods subject to development shall be delivered at times when Circuit Technology Global Sourcing Ltd are technically satisfied with the performance of such goods.

4.3 Circuit Technology Global Sourcing Ltd. shall not be liable for non-delivery or loss of or damage to goods occurring prior to delivery unless claims to that effect are notified to Circuit Technology Global Sourcing Ltd. within three days after delivery (in the case of loss or damage) or seven days after the date of Circuit Technology Global Sourcing Ltd.'s invoice (in the case of non-delivery).

4.4 Goods are not sold on a sale or return basis and may not be returned without Circuit Technology Global Sourcing Ltd. express prior consent.

5.0 EXPORT CONDITIONS

5.1 These Terms and Conditions apply where goods are supplied for export from the United Kingdom. If the Customer is located outside the United Kingdom, Circuit Technology Global Sourcing Ltd. will require prepayment in full or a confirmed irrevocable letter of credit for the full price of the goods.

5.2 The Customer is responsible for complying with all laws and regulations governing the import of the goods into their country and for ensuring that the goods comply with all laws, regulations and licensing requirements of the country to which they are exported. The Customer shall indemnify Circuit Technology Global Sourcing Ltd. against the consequences of any breach of those laws, regulations and licensing requirements.

5.3 The uniform law on international sale shall not apply, nor shall Section 32(3) of the Sales of Goods Act 1979. When goods are handed to a carrier or United Kingdom port for export to the Customer, that carrier or port shall be treated as an agent of Circuit Technology Global Sourcing Ltd. for the purposes of Section 44, 45 and 46 of the Sale of Goods Act 1979.

6.0 TITLE AND RISK

6.1 In the case of sale Orders, the goods shall remain the property of Circuit Technology Global Sourcing Ltd. until the purchase price and any other sum owing to Circuit Technology Global Sourcing Ltd. by the Customer on any other accounts have been paid in full. This shall not prevent Circuit Technology Global Sourcing Ltd. from suing for the price of the goods. Whilst the goods are the property of Circuit Technology Global Sourcing Ltd., the Customer as bailee shall keep them safe, insured, identifiable and separate from all other goods in its possession.

6.2 In the case of hire contracts, the Customer shall not sell, charge or otherwise deal with or part with control of the goods, nor exercise any lien over them, nor permit any charge, lien or other encumbrance to be created over them, nor modify or otherwise physically interfere with them.

6.3 If the Customer fails to pay any sum due to Circuit Technology Global Sourcing Ltd. under any order or contract by the due date or Circuit Technology Global Sourcing Ltd. terminates the contract in accordance with its terms, Circuit Technology Global Sourcing Ltd. may (in addition to any other rights) enter any land or building where any goods supplied by Circuit Technology Global Sourcing Ltd are located and repossess and sell the goods.

6.4 Unless agreed otherwise by Circuit Technology Global Sourcing Ltd. in writing, risk in the goods shall pass to the Customer on their dispatch from Circuit Technology Global Sourcing Ltd.'s premises. Circuit Technology Global Sourcing Ltd. May withhold delivery of hire goods or repossess such goods unless it is satisfied that the Customer has insured the goods for their full replacement value.

7.0 WARRANTY

7.1 Circuit Technology Global Sourcing Ltd. warrants that goods manufactured by it will perform substantially in accordance with their published specification at the date of dispatch for a period of three months from the date of first dispatch, fair wear and tear excepted and subject to the Customer's obligations below.

7.2 The sole remedy of the Customer in the event of a proven breach of the above warranty shall be (at Circuit Technology Global Sourcing Ltd.'s option) either repair or replacement of the goods and re-delivery carriage paid within the United Kingdom or FOB United Kingdom port, or a refund of the purchase price paid for the goods, in each case subject to the Customer returning the goods carriage paid to Circuit Technology Global Sourcing Ltd within twelve months of the date of first dispatch.

7.3 Where goods are not manufactured by Circuit Technology Global Sourcing Ltd., Circuit Technology Global Sourcing Ltd. will pass on to the Customer so far as it is able, the benefits of any warranties obtained by it from its suppliers.

7.4 At the Customer's request and expense Circuit Technology Global Sourcing Ltd. will provide a certificate of conformance for the goods.

7.5 All other items, Terms and Conditions, representations and warranties (whether express or implied) in respect of goods sold or hired are excluded to the fullest extent permitted by law. The goods are not sold or hired by description or sample.

8.0 CUSTOMER'S OBLIGATIONS

8.1 The Customer shall ensure that the goods are stored, used and maintained by competent, trained personnel in accordance with Circuit Technology Global Sourcing Ltd.'s user manual and that the goods are repaired only at Circuit Technology Global Sourcing Ltd.'s. approved repair house.

8.2 Circuit Technology Global Sourcing Ltd. shall not be liable for any act, omission, negligence or default of the Customer, its servants, agents or employees, including (without limitations) any failure

to comply with Circuit Technology Global Sourcing Ltd'.s instructions regarding storage, maintenance or repair of the goods.

8.3 Consequential Loss and damage. Circuit Technology Global Sourcing Ltd shall not be liable for any loss or damage of whatsoever nature or to whomsoever caused arising out of the use of goods supplied by it. Liability shall be limited to replacement of defective goods or refund of the purchase price only, provided that the customer has notified Circuit Technology Global Sourcing Ltd in writing of such defects within Four weeks of delivery date. No liability will attach to Circuit Technology Global Sourcing Ltd unless this procedure has been adhered to. The customer shall indemnify Circuit Technology Global Sourcing Ltd against all claims made against Circuit Technology Global Sourcing Ltd by any third party in respect thereof.

9.0 LIABILITY

9.1 Nothing in these Terms and Conditions affects the statutory rights of any Customer who deals as a consumer.

9.2 Nothing in these Terms and Conditions shall exclude Circuit Technology Global Sourcing Ltd. liability for death or personal injury resulting from its negligence, save in respect of International supply contracts as defined in Section 26 of the Unfair Contract Terms ACT 1977.

9.3 The aggregate liability of Circuit Technology Global Sourcing Ltd., its employees and agents to the Customer, whether in contract, tort (including negligence and breach of statutory duty) or however otherwise arising shall not exceed: a) In the case of a sale order, the purchase price of the goods; or b) In case of a hire contract, the hire price for the goods subject to a maximum equal to three month's hire charges.

9.4 Circuit Technology Global Sourcing Ltd. shall in no circumstances be liable for any loss of revenue, profits, contracts, anticipated savings or goodwill, nor for any special, indirect economic or consequential loss or for claims by third parties.

10.0 FORCE MAJEURE

10.1 Circuit Technology Global Sourcing Ltd. shall not be liable for any failure or delay in the performance of its obligations which is due to any circumstances outside its control including without limitation acts of GOD, war, industrial action, staff illness, shortage of supplies, breakdowns, transport delays, accidents, government action, fire, flood, terrorism or criminal acts.

11.0 DEFAULT OR INSOLVENCY

11.1 Without prejudice to its other rights, Circuit Technology Global Sourcing Ltd. may immediately terminate the contract by giving notice to the Customer or suspend the performance of Circuit Technology Global Sourcing Ltd. obligations if the Customer: a) Commits a breach of any Sale Order or Contract with Circuit Technology Global Sourcing Ltd. and (if the breach is capable of remedy) fails to remedy the same within 14 days of a request by Circuit Technology Global Sourcing Ltd.; or b) Ceases trading, is unable to pay its debts as they fall due, compounds with its creditors, commences winding up, has a receiver, administrative receiver or liquidator appointed over all or any of its assets, becomes subject to a bankruptcy order or suffers analogous proceedings in any competent jurisdiction.

12.0 DESIGNS AND DESCRIPTIONS

12.1 Nothing in any Sales Order shall operate to transfer its rights or obligations under any sale order or hire contract without Circuit Technology Global Sourcing Ltd'.s prior written consent.

12.2 Circuit Technology Global Sourcing Ltd. reserves the right to vary the technique, design, construction and specification of any goods without notice. Changes in goods mean that description in Circuit Technology Global Sourcing Ltd. literature, illustrations and drawings may be inaccurate or out of date and accordingly save as expressly agreed in writing by Circuit Technology Global Sourcing Ltd. those do not form part of any contract with Circuit Technology Global Sourcing Ltd.

13.0 GENERAL

13.1 The Customer may not assign or otherwise transfer its rights or obligations under any sale order or hire contract without Circuit Technology Global Sourcing Ltd.'s written consent.

13.2 Any delay or failure by Circuit Technology Global Sourcing Ltd. in enforcing any of these Terms and Conditions shall not be constructed as waiver of Circuit Technology Global Sourcing Ltd.'s rights unless confirmed in writing.

13.3 All notices shall be in writing and sent by fax, first class post or registered mail, in the case of Circuit Technology Global Sourcing Ltd. to its registered office and in the case of the Customer to its registered office or main place of business. Unless shown otherwise, notices shall be treated as served three days after the date of posting (provided the letter is not returned undelivered) and one day after transmission by fax (provided a satisfactory transmission report is obtained).

13.4 Any Sales Order or Hire Contract between Circuit Technology Global Sourcing Ltd. and the Customer shall be governed and constructed with accordance with English law and each party submits to exclusive jurisdiction of the English Courts.