Conditions Of Sale

CLAUSE 1: GENERAL  (a) the expression “the Seller” shall mean Autocraft Drivetrain Solutions Ltd and the expression “the Buyer” shall mean the person, firm or company procuring goods and/or services from the Seller, whether confirmed by a Purchase Order or like document or not, (b) contracts or orders are only entered into or accepted to the Seller’s conditions of sale herein printed. The Seller’s conditions shall not be deemed to have been altered, modified or varied by any conditions stipulated by the Buyer.

CLAUSE 2: QUOTATIONS AND ORDER ACCEPTANCES  A quotation is not an offer and may be withdrawn; any order given in respect of a quotation is not binding on the Seller until accepted by the Seller in writing. Unless otherwise stated, quotations shall be available for acceptance for a maximum period of 60 days from the date thereof, and may be withdrawn by the Seller within such period at any time by written or oral notice.

CLAUSE 3: VARIATION OF PRICES  Quotations are based upon current rates of wages, raw materials and general commodities and are subject to adjustment in the event of any increase in such rates. In the case of such changes occurring during the currency of an order, the price of the undelivered portion of the order outstanding at the date of such change shall be subject to proportionate adjustment.

CLAUSE 4: TOOLING, FIXTURES & GAUGING  Only where specifically agreed between the parties will tooling, fixtures and gauging become the property of the Buyer.  The Intellectual Property Rights associated with the design of Tooling, Fixtures and Gauges will remain the property of the Seller at all times.  Tooling, fixtures and gauging supplied by the Buyer are operated at the Buyer’s sole risk and responsibility and without any liability in contract or into being attached to the seller.  Tooling, fixtures and gauging will normally, but without obligation to do so, be retained for not more than one year from the date of completion of the last order. After this date we ask the Buyer to collect the tooling at the Buyers cost or to pay a reasonable storage fee to the Seller for the Seller to store the tooling at their premises or any otherwise agreed premises such as a third party warehouse.  The Buyer can not remove and the Seller will not release Tooling, Fixtures or Gauging from the Seller or its premises until all sums due from the Buyer to the Seller are paid and settled in full which includes any outstanding material liabilities schedules by the Seller on behalf of the Buyer.

CLAUSE 5: QUANTITIES ORDERED AND SUPPLIED (MARGIN FOR UNDER OR OVER DELIVERIES)We reserve the right to under or over deliver in accordance with reasonable commercial practice.

CLAUSE 6: DIMENSIONAL TOLERANCES  The Seller cannot accept responsibility for dimensional accuracy of components when using dies, tools or patterns supplied by the Buyer or his agents, unless otherwise agreed.

CLAUSE 7:  WARRANTY AGAINST DEFECTIVE WORK OR MATERIAL    Unless there is a separate written warranty agreement in place between the Buyer and the Seller which is jointly signed and agreed, the Buyer accepts that all goods and services are purchased from the Seller without warranty.  Where no such jointly written agreement exists every effort is made to ensure sound material and good workmanship but the Seller gives no warranty, expressed or implied of material workmanship or fitness of goods for any particular purposes, whether such purposes be known to the Seller or not, in the event of any material or workmanship proving defective, the Seller is prepared to rectify or replace such material at the place of delivery and in the condition originally specified, or if rectification or replacement is not practicable, will credit the value of the goods at the invoice price, if required in writing to do so, provided always that the claim is made and admitted, and material is returned within one month of the date of invoice. The Seller’s liability in respect of or consequent upon any such defect whether in original re replaced material or workmanship is limited as aforesaid and does not extend in any circumstances to cover any other expenditure incurred, or any consequential damages or loss of profit.

CLAUSE 8: INDEMNITY AGAINST INFRINGEMENT OF PATENTS AND CONFIDENTIALITY  The Buyer shall indemnify the Seller against any claim of liability in respect of infringements of patent or registered design resulting from compliance with the Buyer’s instructions expressed. All drawings, documents, confidential records, computer software and other information supplied on the express understanding that copyright is reserved to the Seller and that the Buyer shall not without the written consent of the Seller either give away, load, exhibit or sell any such drawings, documents, records, software, or other information or extracts therefrom, or copies thereof of use them in any way except in connection with the Goods and/or Works for which they are issued. All claims for alleged infringement in respect of patents, trademarks, registered design rights, or copyright received by the Buyer must be notified immediately to the Seller so that the Seller can be kept fully informed on the conduct of such claims.

CLAUSE 9: DAMAGE LOSS IN TRANSIT  The Seller does not accept any responsibility for goods in transit unless the goods are sold on a delivers basis and such damage is reported by separate notice in writing to the carriers and to the Seller within three days of receipt of goods by the consignee and the goods have been signed for as not examined. In the event of non delivery of the goods or in part, no claim can be entertained unless notice in writing of such non-delivery reaches the Seller within such time from the date of dispatch as would enable a claim to be made on the carrier.

CLAUSE 10: CARRIAGE AND VAT  Except, where stated, carriage is ex-works. All prices exclude VAT which will (if appropriate) be added to the Seller’s invoice at the rate then prevailing.

CLAUSE 11: DELIVERY COMMITMENTS  Delivery commitments are entered in good faith but the Seller shall not be liable for failure to deliver on the specified dates, nor shall such failure be deemed to be a breach of contract or any of its conditions or part thereof. Refusal of the Buyer to accept part or whole delivery at the time specified in the contract shall permit the Seller to decline to make further deliveries without prejudice to the Seller’s right to recover damages for breach of Contract.

CLAUSE 12: FORCE MAJEURE  In the event of dislocation of work in the establishment of either the Buyer or the Seller during the currency of the Contract, owing to strikes, lockouts, trade disputes, breakdowns, accidents and/or causes beyond control, deliveries may be partially or wholly suspended upon notice given the dislocation in working is ended. The time of any such suspension will be added to the time of the original Contract.

CLAUSE 13: COMPOSITE ORDERS  Notwithstanding that the Buyer may, in a single contract, purchase several different components, shall be construed as forming a separate contract, and failure to deliver any one of these components shall not constitute a breach of the contract in respect of other items.

CLAUSE 14: GOODS SOLD F.O.B.  Where goods are sold F.O.B. the responsibility of the Seller shall cease the moment the goods are placed on board ship and the Seller shall be under no obligation to give the Buyer the notice specified in Section 32 (3) of the Sale of Goods Act 1983.

CLAUSE 15: CANCELLATION OF ORDERS  Cancellation of orders, in whole or in part, cannot be accepted without the Seller’s consent in writing.

CLAUSE 16: TERMS OF PAYMENT  Terms of payment are strictly net cash due on or before the last day of the month following the date of the invoice, subject to satisfactory credit references.

CLAUSE 17: INTEREST CHARGE ON ACCOUNTS NOT PAID WITHIN CLAUSE 18 TERMS  Should any account become overdue as per the terms in our Clause 18, we will charge interest at the rate of 2percent above average lending rate for the previous quarter rounded up to the nearest half percent.

CLAUSE 18: RETENTION OF TITLE  a) Risk shall pass to the Buyer so that the Buyer is responsible for all loss, damage or deterioration to the goods at the point of delivery named in the contract. b) Title to the goods or any relevant part thereof shall only pass to the Buyer upon the happening of any one of the following events: 1. The Buyer has paid to the company all sums due and payable by to the company under this contract and all other contracts between the Seller and the Buyer, including (for the avoidance of doubt) any sums due under contract made after this contract whether or not the same are immediately payable. 2. When the Seller serves on the Buyer notice in writing specifying that the Title in the Goods or such parts thereof has passed.

CLAUSE 19: ARBITRATION OR DISPUTE  If at any time any dispute or difference whatsoever shall arise between the Seller and the Buyer in relation to or arising out of the contract and either of the parties shall give to other notice in writing of the existence thereof failing agreement, such dispute or difference shall be referred to the arbitration in England of a person to be mutually agreed upon or failing agreement, some person appointed by the president for the time being of the London Chamber of Commerce at the request of either party. This shall be deemed to be submission to arbitration within the meaning of the Arbitration Act 1889 to 1950 or any statutory modification or re-enactment thereof.

CLAUSE 20: INSOLVENCY  If the Buyer shall become insolvent, under the provision of section 123 of the Insolvency Act 1986, is deemed to be unable to pay its debt or compounds with creditors or, in the event of a resolution being passed or proceeding commenced for the administration or liquidation of the Buyer (other than for voluntary winding up for the purpose of reconstruction or amalgamation) or if a receiver or manager is appointed of all or any part of its assets or undertaking, or in the case of an export order, the Buyer is subject to any equivalent of the above, the Seller shall be entitled to cancel the contract in whole or part by notice in writing without prejudice to any other right or remedy or accrued or accruing to the seller.

CLAUSE 21: LEGAL CONSTRUCTION  The contract shall in all respect be construed as an English contract and in conformity with English law and an acceptance of any order based on this quotation will be upon these conditions to the exclusion of any other whether expressed or implied.