Terms & Conditions

Commercial Terms and Conditions of Sale

General

1.1 In these terms and conditions:

(a) “Company” means Pharma Biotech System Components Ltd its subsidiaries and agents

(b) “Goods” means the articles equipment and/lor services to which this document relates and

1.2 All orders are accepted and Goods supplied by the Company subject to these terms and conditions and except insofar as any exclusion or restriction of liability may be prohibited by statute all other conditions warranties and representations express or implied and statutory or otherwise except as to title are hereby excluded.No addition thereto or variation therefrom whether contained in the Buyer’s order or otherwise shall apply unless agreed in writing by the Company.

Orders, Cancellations, Deliveries and Returns

2.1 All orders are subject to availability of Goods and to written acceptance by the Company on its acceptance of order form for the time being in use any prior acceptance by the Company being provisional only. The Company reserves the right (without prejudice to any other remedy) to cancel any uncompleted order or to suspend delivery in the event of any of the Buyer’s commitments to the Company not being met.

2.2 Cancellation of any order or part thereof or rescheduling of deliveries by the Buyer will only be considered by the Company if made in writing.If any order is cancelled or rescheduled by the company in the aforesaid circumstances or is cancelled or rescheduled by the Buyer then the Buyer shall indemnify the Company against all loss costs (including the cost of all labour and materials used and overheads incurred) damages charges and expenses arising out of the order and the cancellation or rescheduling thereof without prejudice to any other rights of the Company.

2.3 As all items are made specifically to the buyer’s design and dimensions, no returns are permitted, however at the company’s discretion allowances may be made against future purchases.

Prices

3.1 Except in respect of where the price is expressly stated to be fixed for a specific delivery period the Company reserves its right to alter its quotation or order prices in respect of the Goods by reference to the price ruling at the date of dispatch of the Goods by any additional sum as may from time to time be necessary to cover increases in the costs of the materials and or labour (or any other factor affecting the cost of production or delivery) which may occur between the date of contract and the date of despatch.

3.2 Where in a quotation or acceptance of order a price is expressly fixed for a specific delivery period and for any reason (except where the same is due to the fault of the Company) a supply is made under the quotation or order after the end of the said period the Company reserves the right in respect of such supply to charge the price ruling at the date of despatch of the Goods in like manner as in condition 3.1 above.

3.3 A quotation of the Company does not constitute an offer by the Company to supply the Goods and every acceptance of any quotation of the Company and every order by the Buyer in response to any quotation of the Company shall be deemed an offer by the Buyer to the Company and will not be binding on the Company until the Company has given its written confirmation of acceptance of such order.

3.4 A quotation which is stated to be for a fixed price shall be deemed to have been withdrawn in any event unless an order in respect thereof is placed for delivery within the period specified in the quotation.

Delivery

4.1 Where a quotation or acceptance of order specifies a delivery period but the company is unable to complete delivery without further information of details from the Buyer and there is in the opinion of the Company a delay on the part of the Buyer in providing the information or details then the Company may if it wishes give notice extending the delivery period and without prejudice to the Company’s rights to vary its prices under Condition 3 hereof.

4.2 Any date or period set out therein for the delivery of the Goods or any part of them shall not be of the essence of the contract and if the Company is prevented from delivering any Goods at the time provided for delivery by reasons of any cause outside its reasonable control including but not so as to limit the generality of the foregoing fire explosion plant breakdown interference by labour strikes or lockouts or non- availability of transport or materials then the period for delivery shall be extended to such extent as shall be reasonable having regard to the circumstances.

Carriage

5.1 All prices stated or referred to in the Company’s quotation or in the Company’s acceptance of order exclude any carriage or packing charges which shall be paid by the Buyer.

Warranties and Claims

6.1 The Company will make every endeavor to supply goods suitable to the Buyers requirements and accordingly if the Goods after inspection by the Company or its agents are accepted by the Company by reason of faulty material or workmanship as being unmerchantable at the time of supply or unfit for any specific purpose which has been made known to the Company prior to the making of the contract or as differing materially from their description or from any sample supplied the company undertakes to replace such Goods or (at the option of the Company) to refund the purchase price or a fair proportion thereof. This undertaking by the Company is subject to and conditional upon the following provisions:

6.2 The Buyer must give notice in writing to the Company of any claim within 12 months of receipt of the Goods and within 14 days after the discovery of the complaint.

6.3 Such replacement or refund by the Company shall be the absolute limit of the Company’s liability to the Buyer in respect of any such Goods and any further claims including claims for consequential loss and damages are excluded.

6.4 Whilst the Company warrants that any survey advice representation schedule or forecast given on the part of the Company from anything said or written in discussions or negotiations between the Company and the Buyer or their respective agents or by the Company to any other parties prior to the making of the contract is given in good faith and after due consideration of the facts before the Company the Company shall be under no legal liability whether in negligence or howsoever in respect thereof to the Buyer or any other person except to the extent to which there is a breach of this warranty.

6.5 No claim can be entertained for Goods short delivered or damaged in transit unless either (where this is possible) a receipt is given to the carrier detailing the shortage or damage at the time of delivery or notification of the shortage or damage is made to the company within seven days from the delivery of Goods by the carrier.

6.6 No claim for non-delivery of the Goods can be entertained unless the Company is notified in writing within seven days from the date of its invoice for the said Goods.

6.7 Any guarantee or warranty for the Goods is subject to (a) the Company having received full payment for the Goods and (b) the Goods having been maintained and serviced in accordance with the manufacturers recommendations and/or maintenance requirements.

Passing of Risk

7.1 The risk in the Goods shall pass to the Buyer when the Company delivers the Goods in accordance with the terms hereof to the Buyer or other persons to whom the Company has been authorized by the Buyer to deliver the Goods whether expressly or by implication and the Company shall not be liable for the protection of the Goods thereafter and the Buyer shall insure and protect the Goods thereafter against such risk as may be commercially prudent.

Payment

8.1 Unless otherwise specifically agreed all invoices are payable against Proforma invoice. All prices quoted are exclusive of Value Added Tax unless otherwise stated in writing and the Buyer shall in addition to the price of the Goods pay any Value Added Tax which may be payable.

8.2 If the company agrees to allow the Buyer credit the Company may at any time at its sole discretion limit or cancel such credit and may require payment of all or any part of the contract price for goods to be made in cash in advance of delivery or may require guarantees or other security to be provided and any payment or security so required shall be paid or furnished by the Buyer promptly upon such requirement being notified to the Buyer. The Company shall be under no obligation to deliver the Goods or any part thereof unless and until the Buyer has complied with this condition and has discharged all its other obligations to the Company under the order and on any other account.

8.3 All goods supplied on credit shall become due for payment on individual Invoice terms and conditions.

8.4 Payment of an account in full by the due date shall be a condition precedent to future deliveries under the same or any other contracts existing between the Company and the Buyer and the Company may suspend delivery thereof until this condition is satisfied.

8.5 If the Buyer fails to make payments for Goods supplied as aforesaid then without prejudice to any other rights the Company may have, the Company shall be entitled to exercise it statutory rights to claim interest and compensation for debt recovery costs under the current late payment legislation.

8.6 Standard payment terms are 30% invoiced on order, 20% invoiced on issue of drawings for approval & 50% invoiced on delivery of goods to site. Unless otherwise agreed.

Property in Goods

9.1Until payment by the Buyer in full of the price and any other monies payable to the Company in respect of Goods:-

(a) Property in the Goods shall remain with the Company.

(b) The Buyer shall hold the Goods as bailee for the Company and shall so store and protect them so that they shall at all times be identifiable as Goods of the Company provided that the Buyer may until the occurrence of any of the events specified in condition 9 below sell process or otherwise dispose of or deal with the Goods in ordinary course of its business.

Buyer’s Default

10.1 If the buyer shall default in or commit breach of any of its obligations to the Company or if the Buyer (or when the Buyer is a firm any partner in that firm) shall at any time become bankrupt or shall have a receiving order or administration order made against him or shall make any composition or arrangement with or for the benefit of his creditors or shall make any conveyance or assignment for the benefit of his creditors or shall purport to do so or any application shall be made under any bankruptcy act for the time being in force for sequestration of his estate or a trust deed shall be granted by him on behalf of his creditors or the Buyer being an incorporated body if any resolution or petition to wind up its business shall be passed or presented otherwise than for reconstruction or amalgamation or if a receiver or manager of the Buyers undertaking property or assets or any part thereof shall be appointed or if the Buyer shall be insolvent or shall be unable or be deemed unable or shall admit its inability to meet its commitments promptly as and when due or if any other event shall occur which in the Company’s opinion gives ground for believing that the Buyers ability to perform its obligations under any order may be impaired then and in any such event or the equivalent thereof in the Buyers country of domicile the company may (without prejudice to any other right or remedy which it might have):

(a) Forthwith determine all or any orders in whole or in part by notice in writing; and/or

(b) repossess any of the Goods held by the Buyer in which property has not yet passed to the Buyer and for this purpose enter upon any premises of the Buyer and sever the same from any assets of the Buyer; and/or

(c) Forthwith demand immediate payment of the contract price of the Goods and all other sums which may be outstanding to the Company on any account whereupon the same shall become immediately due and payable;and/or

(d) resell all or any of the Goods without further notice to the Buyer upon such terms and conditions as the Company may in its discretion determine.

Limitation of Liability

11.1 It is expressly stipulated that in the event of any claim on any ground being made by the Buyer against the Company in respect of the Goods or any matter arising from or in relation to the order relating thereto the liability of the Company shall be limited (in respect of each claim or series of connected claims) to the invoice value of the Goods and under no circumstances shall the Company be liable for loss of profit or any consequential loss howsoever arising.

11.2 In the event that any provision of these Terms and Conditions are deemed invalid or unenforceable in any jurisdiction, all other provisions will remain in full force and effect and the affected provision will be modified only to the extent of such invalidity or unenforceability in that jurisdiction and shall otherwise remain in full force and effect. These Terms and Conditions will remain in full force and effect in any jurisdiction without such restriction.

Data Protection

12.1 By submitting information to the Company, the Buyer (and each individual as applicable) consents to such information being processed by the Company in accordance with the Data Protection Act 1998 (“DPA”).

12.2 The Buyer consents to the Company using such information as follows:-

(a) To supply Goods as requested by the Buyer including such transfer of the information to employees, agents and third parties as required for this purpose;

(b) For the Company’s internal administration purposes including the transfer between departments divisions of companies within the Company;

(d) To transfer ownership of the information on sale or merger of all or any part of the Company;

(e) To process the information to obtain legal advise, comply with legal requirements protect the Company’s rights and property and the safety of the Company’s employees clients suppliers and others.

Law Applicable

13.1 Each order and these terms and conditions shall be governed by and constructed in all respects in accordance with the laws of England.

Waiver

14.1 Failure or delay by the Company to enforce any of its rights against the Buyer shall not be construed as a waiver of such rights.

Relaxation

15.1 These terms and conditions of sale enable the Company to maintain a cost effective service to the Buyer. Relaxation of any of them may be available for an agreed consideration.