Terms of Sale

CONDITIONS OF CONTRACT governing all contracts for the sale or supply of goods by Thomas Glover & Co, a division of Chubb Fire Limited ("the Company").

In these Conditions:

"Buyer" means any person at whose request goods are supplied by the Company; and "goods" means any goods or replacements therefor and any refurbished goods together with (in the case of contracts for the provision of services) any services/ workmanship supplied to the Buyer under the contract. These conditions shall apply to every contract entered into with the Company except as varied by express agreement in writing signed by a director or authorised person on behalf of the Company. The headings are for convenience only and shall not affect construction of these Conditions.

1. FORMATION AND PARTIES

(a) The Buyer's order to the Company is an offer to enter into a contract upon these Conditions. Acceptance occurs and the contract is formed solely upon the Company despatching the goods to the Buyer or the Company commencing work on the order (whichever shall first occur). Any terms or conditions proffered at any time by the Buyer are hereby excluded. A quotation by the Company does not constitute an offer. Quotations given are valid only if in writing and may be withdrawn at any time by written notice from the Company. Unless a different period is specified on the Company's written quotation, a quotation is valid for 30 days from the date of issue of the quotation.

(b) The Buyer shall not assign the benefit of the contract without the Company's prior written consent.

(c) The contract is not cancellable by the Buyer without express written consent of a director or other authorised person on behalf of the Company.

(d) If the Company agrees cancellation by the Buyer, the Buyer shall indemnify the Company in full against all expenses incurred up to the time of cancellation together with reasonable amount by way of liquidated damages for breach of contract as specified by the Company, such sum being acknowledged by the Buyer as representing a genuine pre-estimate of the Company's loss of profit and not in any event to exceed 20% of the contract price.

2. PRICE

(a) Unless otherwise specifically agreed by the Company in writing, the price of the goods shall be that stated in the Company's price list applicable to the goods.

(b) The Company reserves the right to vary the price of the goods without notice to take account of any variation in the cost of materials, labour, transport, duties, taxes, exchange rates or other costs between the date of the contract and the date of delivery or completion of payment.

3. DELIVERY

(a) Delivery dates are estimates only. Time of delivery is not of the essence of the contract. Unless otherwise stated, delivery periods commence from the date of the Company's acceptance of Buyer's order. The Company shall use its reasonable endeavours to deliver the goods by the stated delivery date, but may suspend or delay delivery and shall not be liable for any loss whatsoever in the event of late delivery or non-delivery of goods or any instalment of goods owing due to any occurrence whatsoever beyond its control. The Buyer shall not be entitled to refuse to accept late delivery or treat late delivery as a breach of contract.

(b) The Company may at its option deliver the goods in one consignment or by instalments; each instalment shall constitute a separate contract on these Conditions.

(c) Delivery shall take place and risk shall pass upon the earliest of the following:-

(i) the Company handing the goods to the Buyer or its agent at the Company's premises; or

(ii) the goods leaving the Company's premises; or

(iii) on the eighth day following notification that the goods are ready for despatch; or

(iv) in the case of goods supplied at the time of a service visit by the Company upon the Company handing the goods to the Buyer or its agent at the Buyer's premises;

(d) All prices are given by the Company on an ex works basis. Where the Company agrees to deliver the goods to the Buyer's premises, the Company reserves the right to make a reasonable charge for transport, packaging and insurance. The Company shall use reasonable endeavours to give to the Buyer prior notice of any such charges.

(e) Unless otherwise agreed in writing all export orders will be delivered ex works (...... named place) (as such expression is defined by the ICC in Incoterms 2000 edition).

(f) If the Buyer has failed to collect goods on the expiry of the seventh day following notification of readiness for despatch the Company shall be entitled to treat the contract as repudiated by the Buyer. Until the contract is so terminated the Company may, at its option, either store the goods itself or have them stored by third parties on such terms as it in its absolute discretion thinks fit. The cost of storage and any additional transportation will be added to and form part of the price. If the Company elects to treat the contract as repudiated in accordance with this Condition it shall (without prior prejudice to its rights and remedies in respect of such repudiation) be entitled to sell the goods and retain the proceeds of the sale.

4. LOSS OR DAMAGE IN TRANSIT

(a) The Company shall not be liable for loss or damage to goods in transit unless:-

(i) the Company has agreed to effect delivery to a place other than the Company's premises; and

(ii) the loss or damage occurs prior to arrival at delivery point; and either

(iii) in the case of non export sales, the damage or shortage is reported within 7 days of arrival at the delivery point and in the case of export sales the damage or shortage is notified to the Company within 14 days of arrival at the delivery point; or

(iv) in the case of total loss, non-arrival is notified to the Company within 14 days after despatch of advice note or invoice (whichever is the earlier).

5. INSPECTION

(a) The Buyer shall inspect the goods immediately upon receipt and shall (unless such inspection cannot be carried out and the delivery note is marked "not examined"), subject to paragraph (b) below, be deemed to have accepted the goods as delivered.

(b) The Company shall not be liable for defects or shortages discoverable on reasonable inspection unless the Buyer notifies the Company, in the case of non export sales before the expiry of 7 days after receipt, and in the case of export sales 14 days after receipt, of any alleged defect or lack of conformity with the contract.

(c) The Company shall make good shortages notified to it under para 5(b) as soon as reasonably practicable but shall not be liable for any other loss whatsoever arising from such shortage.

(d) The Company's liability for goods lost or damaged in transit shall in all circumstances be limited to (at the Company's option) the repair or replacement or crediting the Buyer with the invoice value of the goods in question.

6. WARRANTY

(a) In this condition "Warranty Period" shall mean:-

(i) if the goods are of the type to which warranty conditions published by the Company and current at the time of the Buyer's order apply, the period specified in such published warranty conditions;

(ii) in any other case, the period determined under paragraph (b) below;

(b) In the absence of any other warranty period specified in writing by the Company to the Buyer, the Warranty Period specified in this Condition 6 (b) shall apply, namely:-

(i) in respect of portable fire extinguishers, subject to the goods being serviced by a trained operator in accordance with

BS 5306:Part 3:1985, as amended, a period of 5 years from the date of delivery;

(ii) in respect of refurbished goods a period of 6 months from the date of delivery; and

(iii) in respect of any other case not referred to in (a), (b) (i) or (ii) above, a period of 12 months from the date of delivery or, if the goods are not of the Company's manufacture and the manufacturer offers a warranty period of less than 12 months, such warranty period as shall have been specified by the manufacturer.

(c) If within the Warranty Period a material defect in the goods shall be discovered, and

(i) the Buyer notifies the Company within 14 days after discovery giving particulars and either:-

* at its own expense and risk returns the goods to the Company; or

* (at the Company's sole option) permits the Company to inspect the same; and

(ii) such defect has arisen from faulty materials employed or workmanship carried out by the Company existing but not discoverable upon inspection at time of receipt, then the Company shall supply replacements or, at its option, credit the Buyer's account with the Company, or refund to the Buyer the purchase price paid and shall credit the cost of returning the defective goods.

(d) The Company's liability for defective goods is (at its sole option) limited to the delivery of replacements or crediting or refunding the invoice value for the goods to the Buyer and the Buyer shall accept whichever remedy the Company shall select as fully satisfying the Company's obligations under the contract.

(e) The Company's liability under this Condition applies only to defects appearing before the Buyer makes any modification or alteration or repair to the goods and whilst the goods are being properly used or stored and in particular (but without limitation) the Company shall not be liable in the case of defects arising from normal deterioration or improper or faulty handling or processing by the Buyer, or accelerated deterioration resulting from injurious environmental conditions.

(f) Where the goods are sold under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements) Order 1976) the statutory rights of the Buyer are not affected by these Conditions.

7. ITEMS SUPPLIED BY BUYER

The Buyer shall be liable for all drawings, specifications and instructions issued to the Company with orders or pursuant to the contract and shall indemnify and keep indemnified the Company against all loss directly or indirectly arising out of any error in or omission from such drawings specifications and instructions, and against all costs claims demands and expenses whatsoever in respect of the infringement or potential infringement of any patent, copyright, registered design or other third party right arising out of the Company's use of such drawings, specifications or instructions.

8. LIMITS OF LIABILITY

(a) The goods are supplied strictly on the terms that the Buyer has satisfied itself of their suitability for its purposes. The Buyer acknowledges that all specifications and details in catalogues, quotations and acknowledgements of order or similar documents or by word of mouth and all forecasts of performances, howsoever given, are approximate only and do not form part of the contract and that in respect of such specifications, details and forecasts the Company shall be under no liability nor shall the Buyer be entitled to any remedy under the provisions of the Misrepresentation Act 1967.

(b) The Company's liability under Conditions 5 and 6 shall be accepted by the Buyer in lieu of any warranty or condition, whether express or implied by law, as to the quality or fitness for any particular purpose of the goods and, save as provided in these Conditions, the Company shall not be under any liability to the Buyer (whether in contract, tort (including negligence) or otherwise) for any defects in the goods, materials supplied or workmanship performed by the Company or for any damage, loss, death or injury resulting from such defects and the Buyer shall indemnify the Company against any claims in respect thereof. For the purpose of this paragraph the Company contracts on its own behalf and on behalf of and as trustee for its subcontractors, employees and agents under this or any other contract with the Company.

(c) The Company excludes its liability (whether in contract, tort (including negligence) or otherwise) for consequential or indirect losses suffered by the Buyer, such as, loss of use of the goods, loss of profit or loss of any contract, or for special damages, to the maximum extent permitted by law.

(d) The Company limits its liability for claims by the Buyer under the contract which arise out of a single act or default of the Company (whether due to the Company's negligence or otherwise) to £50,000 for a single incident and a maximum of £500,000 for all claims, without prejudice to the Buyer's right to claim more under paragraph (e) of this Condition, if it applies.

(e) Subject to paragraph (f) below, nothing in this Condition 8 shall be construed as limiting or excluding the Company's liability under the Consumer Protection Act 1987 or for death or personal injury resulting from its negligence (as defined in Section 1 of the Unfair Contract Terms Act 1977) or for selling goods it does not own under the Sale of Goods Act 1979.

Indemnity

(f) The Buyer shall indemnify and keep indemnified the Company against all actions, claims, costs, damages, demands and expenses or other loss arising out of a defect in the goods (including, without limitation, all liabilities incurred under the Consumer Protection Act 1987) to the extent occasioned or contributed to any act or omission of the Buyer its employees, agents or persons under its control.

9. RETENTION OF TITLE

(1) Until the Company has received payment in full of all sums owed to it on any account by the Buyer, whether arising out of this or any other contract, legal and beneficial title to the goods shall remain in the Company; such goods are referred to in this condition as "retained goods".

(2) Retained goods:-

(a) are held by the Buyer as fiduciary for the Company and the Buyer shall not pledge or in any way charge by way of security for any indebtedness any retained goods;

(b) shall be at the Buyer's risk, insured by the Buyer from the date of delivery at its own expense for their full replacement value against all usual risks; and kept safe in good condition and stored separately and clearly identifiable as the Company's property and with all identifying marks intact and legible; and

(c) may, subject to (3) below be used or sold by the Buyer as fiduciary for the Company in the ordinary course of its business on the basis that the proceeds of sale shall be held in trust by the Buyer for the Company absolutely.

(3) The Buyer's powers of use and sale of retained goods shall terminate:-

(a) forthwith on notice from the Company if the Buyer is in default of any of its obligations under this or any other contract with the Company or if the Company has reasonable doubts as to the ability or willingness of the Buyer to pay any sum to it on the due date;

(b) automatically upon the occurrence of any of the following:-

(i) if the Buyer causes a meeting of or makes any arrangement or composition with its creditors;

(ii) if the Buyer becomes insolvent or appears to be unable to pay a debt or to have no reasonable prospect of paying a debt (within the meaning of Section 268 of the Insolvency Act 1986) or being a company, appears unable to pay its debts (within the meaning of Section 123 of that Act);

(iii) if the Buyer has an Administrator or Administrative Receiver appointed over any of its assets or undertaking or a winding up order made against it or it goes into voluntary liquidation (otherwise than for the purposes of bona fide reconstruction or amalgamation of a solvent company);

(iv) if anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to the Buyer.

(4) The Company may at any time, on giving prior notice, enter the Buyer's premises for the purpose of inspecting retained goods and identifying them as the Company's property and the Buyer irrevocably authorises the Company to enter upon its premises for that purpose.

(5) Upon suspension, revocation or determination of the BuyerÔs power of sale and use under this Condition the Buyer shall place all the retained goods in its possession or under its control at the Company's disposal and shall be deemed irrevocably to authorise the Company to enter upon any of the Buyer's premises, with or without vehicles, for the purpose of removing such goods.

(6) The repossession of retained goods by the Company in accordance with this Condition shall be without prejudice to all or any of the Company's other rights against the Buyer under the contract.

10. PAYMENT

(a) Subject to satisfactory trade, banker's and other requisite references, and where no other terms of payment have been specifically agreed in writing, the Company's terms are cash payment in full to be made within 30 days after the date of invoice. Unless otherwise specifically agreed in writing payment for export orders shall be by irrevocable letter of credit confirmed by a London Clearing Bank and issued under the ICC's standard documentary credit forms then in force. No discount or allowance will be made unless specifically stated by the Company in writing. Interest will be charged on all sums due under or by way of damages for breach of the contract at the rate of 3% per annum above the base rate of Barclays Bank PLC from time to time in force and shall be calculated and accrue on a day to day basis from the date on which payment fell due until payment, whether made before or after judgment.

(b) Time for making payment shall be of the essence of the contract.

(c) The Company may at any time, in its absolute discretion, appropriate any payment made by the Buyer to the Company in respect of goods to such outstanding debt as the Company thinks fit, notwithstanding any purported appropriation to the contrary by the Buyer.

(d) The Company shall be entitled to cancel the contract or to postpone any delivery until payment has been received in the event that the Company has reasonable doubts about the Buyer's ability or willingness to pay on the due date.

(e) The Company reserves the right at any time at its discretion to demand security for payment before continuing with an order or delivering goods or any instalment.

(f) VAT, if payable, will be charged at the rate ruling at the time of despatch of the goods or, if different, the basic tax point (as defined in regulations governing VAT from time to time in force).

11. REFURBISHED GOODS

(a) In the event that the Buyer's order is for the refurbishment and re-supply to it of its own portable fire extinguishers submitted to the Company, the Company shall use its reasonable endeavours to carry out such refurbishment including but not limited to refilling, revalving and repainting of mobile and portable fire extinguishers, subject to paragraphs (b) and (c) of this Condition 11.

(b) If in the sole opinion of the Company the used equipment submitted for refurbishment cannot be refurbished to an acceptable standard:-

(i) the Buyer's order shall be deemed to have been varied from the number of items of refurbished equipment ordered to that which the Company is able to refurbish; and

(ii) the Company may dispose of the used equipment in a manner which the Company deems appropriate without any liability whatsoever to the Buyer or, if so requested by the Buyer, return the equipment at the Buyer's expense.

(c) The Buyer shall indemnify the Company and keep the Company fully and effectively indemnified against all costs, claims, demands, expenses and liabilities arising from its having the Buyer's equipment in its possession prior to the commencement of refurbishment and in respect of the disposal of the equipment by the Company referred to in paragraph 11(b) above.

12. FORCE MAJEURE

(a) The Company shall not be liable to the Buyer if it is unable to carry out any provision of the contract for any reason beyond its control including (but without limitation) Act of God, legislation, war, civil commotion, terrorism (including hacking), fire, flood, drought, failure of power supply, lock out, strike, stoppage or other action by employees or third parties in contemplation or furtherance of any dispute or owing to any inability to procure parts or materials required for the performance of the contract.

(b) The Company shall notify the Buyer as soon as reasonably practicable after circumstances preventing performance arise. During the continuance of such a contingency the Company may, within its absolute discretion, withhold, reduce or suspend performance of its contractual obligations, so far as prevented or hindered by such contingency, without liability to the Buyer for any loss or damage whatsoever suffered directly or indirectly by reason of any such withholding, reduction or suspension.

(c) Should such contingency continue for more than three months either party may (subject to the Company repaying to the Buyer any advance payments made for undelivered goods and the Buyer paying for goods delivered) cancel the contract without further liability to the other.

13. NO WAIVER

No waiver of any of the Company's rights under the contract shall be effective unless in writing signed by a director or other authorised person on behalf of the Company. A waiver shall apply only to the specific circumstances in which it is given and shall be without prejudice to the enforcement of a party's rights in relation to different circumstances or the recurrence of similar circumstances.

14. NOTICES

Any notices under these Conditions shall be properly given if in writing and sent by first class post or facsimile to the address of the intended recipient as stated in the contract or to such address as the Company and the Buyer from time to time notify to each other as their respective addresses for service and shall be deemed served in the case of postal notice, on the expiry of 72 hours from time of posting, and in the case of facsimile, on the next working day after completion of successful transmission by the sender.

15. CONSTRUCTION AND JURISDICTION

(a) English Law shall govern construction and operation of the contract and the Buyer agrees to submit to the non-exclusive jurisdiction of the English Courts

(b) Each of these Conditions and each paragraph hereof shall be construed as a separate condition. Should any provision hereof be found to be invalid or unenforceable or an unreasonable restriction of the Company's liability then such provision shall apply with such modification as may be necessary to make it valid and effective.