2. WARRANTY

(1) The Goods sold under this Contract ("the Goods") shall carry the benefit of the following warranty.

1. We undertake to repair (or at our option) replace free of charge any product which has been manufactured by us and becomes defective within the Warranty Period as defined in (c) below provided that we are notified of the defect within the Warranty Period and the defective product is returned to us carriage paid within sixty (60) days of such notification.
   
2. A product is considered defective if it fails to function properly due to a fault in the design, material or workmanship, arising under normal conditions of storage and service appropriate to the purpose for which it was designed having regard to the state of the art at the time of its design and subject to the installation being in accordance with our approval or recommendation
   
3. The Warranty period means, in respect of any one product, the period commencing on the date of delivery to its initial use and expiring twelve (12) months from that date or twenty four (24) months from the date of manufacture of the product or when the product has undergone 12000 miles/20000 kilometres vehicle service, whichever comes first
   
4. Our liability under this Clause shall be limited to repair and replacement of defective parts or machinery only and shall not form the subject of any claim on labour machining costs or other expenditure thereon or the resultant loss or damage arising therefrom. We shall not be liable to any expense incurred in removing a product from or refitting a new or repaired product to a motor vehicle. A reasonable handling charge may be made on products examined by us and found not to be defective.

(2) The above Warranty shall not apply

1. to any defect which, in our opinion is the result of fair wear and tear, misuse, negligence, nuisance, accident, improper installations, improper allocation or adjustment, improper repair or attempted repair, or where any interference has occurred which may hinder or preclude determination by us as the true cause of the failure.
2. Any repair or replacement carried out other than by or with our consent
3. Except as provided by the foregoing paragraphs or expressed or implied by statute and common law. We shall not be liable for any injury, loss or damage to any person or property howsoever arising from the use of the product

3. INDUSTRIAL PROPERTY INDEMNITIES
(1) Subject to paragraphs (a) and (b) below we shall indemnify you against any liability to the proprietor of a U.K. patent copyright or registered design which you may incur by reason that your use or sale of the Goods infringes that patent or right provided that you notify us immediately of any allegation if infringement made against you and at our request and expense co-operate in defending the claim, and do not without our previous written consent compromise any such claim or otherwise treat with this claimant.

(a) This indemnity shall not apply:

1. if the infringement is cause by our following a design or instruction furnished by you, or on your behalf, or,
2. if the infringement is caused solely by the use or sale of the goods in combination with other goods, or,
3. if the relevant use or sale of the goods would not have constituted infringement at the date of their delivery by us, or,
4. if you are under an obligation, which prevents you from contesting the validity or scope or any relevant patent.

(b) We shall not be liable for any expenses, losses or damages resulting from loss of use of the goods arising from an infringement of a patent.

4. DELIVERY
Estimates delivery dates are given in good faith but we shall not be liable for failure to deliver on these dates, not shall such failure be deemed to be a breach on the Contract or any of it's conditions or part thereof.

5. FORCE MAJEUR
We shall not be liable for any delay or failure in performance of this contract which is due wholly or partially to any event beyond our reasonable control including "Acts of God", war, fire, flood, tempest, industrial action (whether our own or other persons workmen) prohibition or restriction by a competent authority, failure of any person to deliver to us goods, plant, machinery, material or component parts.

6. QUOTATIONS
Any quotation or offer made by us in respect of our goods will remain valid for a period of 90 days only, unless otherwise expressly agreed by us in writing. Any clerical errors and obvious omissions in any quotation or order are subject to correction by us.

7. PRICE VARIATIONS
Quotations are based on current labour and materials costs. All prices are subject to adjustments for any increase or decrease in costs which may occur prior to delivery unless previously agreed between us that prices will be fixed.

8. PLACE OF DELIVERY
Unless otherwise expressly agreed by us in writing, delivery is ex-works and the risk thereupon passes to you.

9. LOSS OR DAMAGE IN TRANSIT
Without prejudice to the provisions of Condition 8, we shall not in any case be liable for loss or shortage of or damage to our goods in transit unless:

1. such loss, shortage or damage is caused by our negligence and,
2. the Carriers and ourselves are notified thereof in writing in the case of damage or shortage within seven days of delivery, or, in the case of non-delivery, within a reasonable time, but in any case within one calendar month after the date upon which the goods should have been delivered in the ordinary course of event.
3. In the case of damage to goods, those goods are returned to us carriage-paid for inspection within seven days of delivery in the case of U.K. sales and twenty-eight days of delivery in the case if export sales.

10. TERRITORIAL RESTRICTIONS
(1) If you reside within the European Economic Community you will not, without out previous written consent, sell the goods or knowingly sell them for resale outside the countries comprising the European Economic Community unless such goods form part of the original equipment of a vehicle or other product at the date of such sale.
(2) If you reside outside the European Economic Community you will not without our previous written consent, sell the goods or knowingly sell them for resale outside the country in which you reside unless such goods form part of the original equipment of a vehicle or other goods at the date of such sale.

11. EXHIBITIONS
You shall not at any time without our previous written consent:

1. exhibit any goods sold by us at any exhibition
   
2. take part in or assist at, or support or be concerned in any exhibition or any competition or competitive trials of or relating to such goods, or,
3. publish or distribute or cause or assist in the publication or distribution of any literature relating to any exhibition or competition or competitive trials of the results thereof relating to such goods. This provision shall not apply to any show held on your own premises of goods belonging to you.

1. the performance and quality of the altered goods are at least as high
2. no price variation is made except with your consent, and,
3. delivery is not unreasonably delayed

(a) U.K.Sales

1. Unless the otherwise indicated in writing by us all prices and the costs of carriage or freight, packing materials and labour are exclusive of Value Added Tax
2. All sales including sales of products and spares to motor vehicle manufacturers and sales of factory replacement units are unless otherwise indicated by us priced ex-works

(b) Export Sales
Unless otherwise indicated in writing by us prices are net ex-works. If we have procured at your request carriage or freight and insurance, the cost of carriage, packing materials, insurance and labour is extra and you will be invoiced accordingly.

(a) Cash payment- customer not having an account must either: -

1. send with order or otherwise before delivery a remittance to cover the quoted price of the goods and any other costs and taxes payable under the contract, or,
2. pay by means of confirmed, irrevocable letter of credit opened in our name before the date specified for delivery with our Bankers- Barclays Bank plc, 121 Queen Street, Cardiff

(b) Accounts- Customers wishing to open an account must furnish British trade and bank reference. Unless otherwise specified by us in writing settlement shall be within thirty days after the end of the month during which the goods are delivered and shall be made in accordance with invoice values.
(c) Payment by Bills- where we agree that payment may be made by bill then unless otherwise arranged that bill will be drawn for payment at sight upon presentation by banker's agent, documents against payment.
(d)

1. All cost incurred in the collection of debts which exceed our payment terms will be charged to the defaulting debtor.
2. We reserve the right to charge interest on a daily basis at the rate of 4% above Barclays' Bank plc base lending rate for the time being on all outstanding debts.

(a) The breach of any duty imposed (whether by statute, order, regulation,bye-law or common law) upon the occupier of the premises or persons employed on the premises relating to:

1. the condition of the premises
2. the means of access to any place of work, or,
3. the suitability and condition of any plant, equipment, or appliance used on the premises and not provided by us

(b) the death of or personal injury to any person on those premises and loss of or damage to any real or personal property on or forming part of those premises.

15. TOOLS ETC
All tools drawings and specifications involved in the manufacture of the goods shall remain our property unless otherwise specifically agreed in writing. If any such tools, drawings or specifications are handed over to you, you shall:

1. keep them safe, and in the same condition as that in which they were handed over ( fair wear and tear excepted)
2. not remove them from the premises to which they were delivered by us without prior written consent, and,
3. comprehensively insure them at your expense in their full replacement value

17.TERMINATION
In addition to any rights we may have under the foregoing clauses or at Law we shall be entitled to terminate the contract at any time upon giving you written notice of termination in which event our total liability shall be limited to the reasonable cost of purchasing goods corresponding to those being the subject of the contract, such cost to be agreed between the parties and in default of agreement to be determined by arbitration. Except as stated above if the contract is terminated under this clause we shall not be liable to you in any way whatsoever.

18. NOTICES
All notices to be given under this contract shall be in writing and shall be sent to your registered office. Notices shall be sufficiently served if sent by pre-paid first class post or facsimile or delivered in person and the time of service shall be deemed to be the day of delivery or transmission if delivered in person or sent by facsimile during the working day or if not, next following working day and the second working day after posting if sent by post.

19. EXCEPTION
Except as expressly provided for in this contract, we shall not be liable for any direct or indirect costs, damages or losses (including but without being limited to any loss of profits for whatever reason) or injury or damage to any property or persons whether of the Purchaser or of any third party howsoever arising from the sale, use, installation or servicing of the goods or any defect therein, except in such cases of death or personal injury resulting form negligence where we are prevented by statute from excluding or restricting our liability.

20. LAW AND JURISDICTION
This contract shall be deemed to have been made in England and all matters arising therefrom shall be constructed and take effect according to the Laws of England. The parties to the contract hereby submit to the non-exclusive jurisdiction of the English Courts.