Terms and Conditions of Purchase

NICHOL McKAY LIMITED ("the Company")

We, the Company, only purchase goods, rights and services ("Deliverables") on theseterms and conditions ("the Terms"). If you accept our order it will be on these Terms and
no other standard terms. If you act in a manner calculated to appear as an acceptance of
our order, that will act as an acceptance and you will be bound by our Terms, regardless of
any inconsistency in your own small print. If you wish to reject our order and make a
counter-offer you MUST therefore reply to our order in words explicitly and clearly
indicating rejection. Equally, if you make a counter-offer which is not clearly labelled as
such (or as a rejection of our order) no subsequent behaviour of ours, in accepting
Performance, can be taken to imply any acceptance by us of that counter-offer. These
Terms can only be changed, or other terms agreed, in written correspondence signed by a
director or other senior officer of the Company. These Terms are important and should be
studied carefully.

1 The Contract
1.1 Our contract with you, our supplier, will comprise our express written order,
these Terms, anything else we expressly agree under section 1.2, any content
imposed by law, but nothing else.
1.2 If you want us to accept a term of yours, or accept a particular responsibility, or
if you wish to rely on a representation we have made, you must therefore obtain
our express agreement to that. That means express written agreement, signed
by a director or other senior officer of the Company and referring expressly to
these Terms. We will deal with you in reliance on these Terms, so be aware that
our acceptance of contractual performance by you does not imply acceptance
of any terms that are different to our Terms. You must indemnify us against any
consequence of your seeking to rely on any contractual terms, or any
statement, understanding or representation which is not contractually agreed as
set out in this section 1. For purposes of this section, written agreement can be
communicated by pre-paid post, fax or e-mail, save that we never accept small
print terms communicated by fax, on grounds of uncertain legibility.
1.3 If any of the terms of the contract conflict with or contradict each other those
terms will over-ride each other in the following order of priority: (1) any express
written agreement from us; (2) our order; (3) these Terms.
1.4 We are not contractually bound until we place a formal order and then only to
the extent of the issues specifically covered by that order or in writing signed by
a director. We will only be contractually bound to you when you accept our
order with a formal order acknowledgement in writing or (if later) when we
accept Performance by you (see below).

2 Price
2.1 The price of the Deliverables will be as stated in our order and, unless
otherwise stated, will be:
2.1.1 exclusive of any applicable VAT (which will be payable by us subject to
receipt of a valid VAT invoice);
2.1.2 inclusive of all charges for packaging, packing, shipping, carriage,
insurance and delivery, commissioning or performance of Deliverables to
or at the delivery address, and of any duties or levies other than VAT;
2.1.3 payable in pounds sterling; and
2.1.4 fixed for the duration of the Contract.
2.2 We will be entitled to any discount for prompt payment, bulk purchase or the like
normally granted by you in comparable circumstances.
2.3 If we will be reliant on you for any supplies of maintenance, training, spare
parts, consumables or other goods, rights or services to benefit fully from the
Deliverables ("Follow-on Deliverables") then you will provide those Follow-on
Deliverables or procure them to be provided, for at least 36 months following full
Performance, at fair and reasonable prices which take no advantage of our
dependence on you for their supply.

3 Payment
3.1 Invoices for the Deliverables may be sent to us on, or after, completion of
Performance (as defined in section 4.1). Each invoice must quote the number
of our order. No sum may be invoiced more than six months late.
3.2 Unless otherwise stated in the order, we will pay the contract price within 60
days of the end of month in which we receive the invoice.
3.3 We will be entitled to set off against the price any money owed to us by you.

4 Specifications
4.1 If we order goods, then unless otherwise stated the order is deemed to include
the supply of all relevant documentation and certification, and of any
commissioning of those goods, necessary to enable the Company to use them
for their intended purposes. If we order services then, unless otherwise stated,
our order includes the complete performance of those services including any
employee instruction, manuals, explanations or certifications necessary to
enable the Company to benefit from them for their intended purposes. If we
order goods or services then, unless otherwise stated, our order includes any
legal rights necessary to use those goods or services for their intended
purposes. As for those intended purposes, see section 6.3. References in these
Terms to "Performance" are to complete performance of all your contract
obligations as described in these Terms.
4.2 The quantity, quality and description of Deliverables will be as specified in our
order and these Terms or as agreed by us in writing, subject to which then in full
accordance with your representations (see section 6.1).
4.3 You have sole responsibility for complying with all applicable regulations and
other legal and regulatory requirements concerning performance of the contract,
and for ensuring that we can, in compliance likewise, fully utilise the
Deliverables for their intended purposes
4.4 We will be allowed to inspect any contract goods during (and your premises for)
manufacture and storage so long as we request an inspection by reasonable
notice. If, as a result of the inspection, we are not satisfied that the quality of the
goods or the standards of their manufacture, storage or handling conforms with
the contract, you will take such steps as are necessary to ensure compliance. If,
after that, we are still not satisfied we can cancel the contract without penalty.
4.5 If, before Performance has occurred in the relevant respect, we notify you in
writing of any change in desired specification (including as to quality and time
frame) you will respond as follows. We appreciate that a change may affect the
contract price, or may even be unachievable. If the change would reduce your
costs, the contract price will reduce to fairly reflect that saving. If the change
would increase your costs you may notify us promptly, in writing, of a proposed
revision of the contract price fairly and proportionately reflecting any
unavoidable such increased cost: you and we will then use our reasonable
efforts to agree the revised terms in full, including as to price, pending which the
contract variation will not take effect. If the change would for any reason be
unachievable you may notify us of that promptly and in writing, with reasons:
again, both parties will then use reasonable efforts to reach a mutually
acceptable contract variation. Failing notice under one of the two preceding
sentences our proposed change will be deemed to have been accepted, and
the contract will be deemed to have been varied with immediate effect to reflect
the requested specification change with no price increase. What amounts to
"prompt" notice for this purpose will depend on feasibility for you and urgency
for us, but not in any case later than 48 hours (excluding hours of days which
are Saturdays, Sundays or are recognised bank holidays in England) from our
notice of proposed change. In no event, agreed or not, will we be liable to you in
respect of any contract variation for more than a reasonable and proportionate
reflection of such increased costs as you could not reasonably have been
expected to avoid. The contract price will not in any circumstance increase
except with our express written agreement under, or referring explicitly to, this
sub-section.
4.6 To protect our business we may need, sometimes urgently, information as to
precisely how Deliverables were performed, and as to all relevant activities of
any suppliers or sub-contractors of yours. You will meet any reasonable such
request as soon as reasonably possible, and will keep records adequate for that
purpose for at least two years after completion of Performance. Without
limitation, these records must provide full traceability for all goods comprised in,
or used in making, any contract goods which are in any respect safety-critical.
They must also demonstrate compliance of the contract work with all legal or
regulatory requirements and with all contractually binding quality and
Performance standards.
4.7 You will comply with any reasonable requirements we may have as regards the
packaging and packing of any contract goods, and as to information to be
displayed on packaging or included on dispatch documentation and bills of
lading. Subject to that, you will ensure that all packaging, packing, labelling and
documentation is such as to ensure full compliance with legal requirements
throughout the scheduled delivery process.

5 Delivery and Risk
5.1 Any goods will be delivered to, and any services performed at, the address and
on the date stated in the order, or else under section 5.2, during usual business
hours. If no address is specified, then delivery will be at our usual or main UK
premises.
5.2 If we specify the date or delivery address after ordering, we will give you
reasonable notice of the details. Failing a date, supply will be as soon as
reasonably possible.
5.3 The date of delivery of any goods or rights, and the performance of any
services, will be of the essence of this contract.
5.4 A packing note quoting the number of the order must accompany each delivery
or consignment of goods and must be displayed prominently.
5.5 Where Deliverables are to be supplied in instalments, the contract is still to be
treated as a single contract. If you fail to deliver or perform any instalment we
may treat the whole contract as repudiated.
5.6 We may reject any Deliverables which are not fully in accordance with the
contract. Acceptance does not occur until we have had a reasonable time to
inspect or consider the relevant Deliverables following supply and, in the case
of latent defect, a reasonable time after the defect becomes apparent.
5.7 We will not be bound to return to you any packaging or packing material, but if
any relevant requirement for packaging recycling applies, you will take materials
back free of charge on request.
5.8 If any Deliverables are not supplied on or by the agreed date then, in addition to
any other remedies available to us, we will be entitled to deduct 1% of the
overall contract price for those Deliverables, for every week's delay.
5.9 Risk of damage to or loss of any goods passes to us on delivery.
5.10 Property and ownership of any goods will pass to us on delivery unless we have
paid in whole or in part for the goods in advance. In that case it will pass to us
as soon as the goods have (or, if goods are being assembled for us, each
successive component of the goods has) been appropriated to the contract.
5.11 If we supply any articles to you, e.g. for modification or copying, they stay our
property at all times. Those articles must be kept confidential and secure and
we can enter your premises at any time on reasonable notice to ensure that this
is so. While those articles are in your custody you must not use them, copy
them or disseminate them, electronically or otherwise, except in the
performance of our contract. We retain copyright and any other available
intellectual property rights in any plans, design drawings, computer programs,
compilations of data, specifications or the like which we supply to you. You must
indemnify us against any loss caused to us, and account to us for any profit
which you make, through breach of this provision.
5.12 If any Performance occurs on our premises this sub-section will apply. You will
ensure that best industry standards are adopted for the health and safety both
of your personnel and of any other individuals affected by your actions. We may
refuse or terminate access to any individual whom we reasonably consider
undesirable to have on our premises. Your personnel must, while on our
premises, comply with our reasonable requirements as to security, health and
safety routines, times and areas of access, and otherwise. You will be
responsible to us on a full indemnity basis for all damage and injury caused by
your staff.
5.13 If the contract terms refer to terms such as F.O.B and C. & F. which bear
defined meanings in the current edition of Incoterms, those defined meanings
will apply unless expressly stated otherwise.
5.14 Any goods provided by us to you on a free issue basis will remain our absolute
property throughout, and will be at your risk while the goods are, or are
supposed to be, in your possession. You are not to part with possession (save
to us) unless with our express prior consent.

6 Warranties and Liability
6.1 You promise that:
6.1.1 the quantity, quality, description and specification for the Deliverables will
be those set out in our order, apart from which then of the best standards
reasonably to be expected in the market for that kind of Deliverable; and
6.1.2 any goods will be free from defects in materials and workmanship; and
6.1.3 any Deliverables will comply with all statutory requirements and
regulations, and with all normally applicable quality standards, relating to
their sale or supply; and
6.1.4 all claims made by you about any Deliverables, and all apparently serious
claims in your advertising and promotional material, are correct and can
be relied upon; and
6.1.5 any services will be performed by appropriately qualified and trained
personnel; and
6.1.6 neither the sale and supply of any Deliverable, nor its proper use by us for
an intended purpose, will breach any property rights in or about that
Deliverable, including intellectual property rights, of any other person.
6.2 All warranties, conditions and other terms implied by statute or common law in
our favour will apply to any Deliverables bought from you.
6.3 It is your responsibility to find out from us the purposes that we intend the
Deliverables to be put to (including any applicable deadline affecting us). You
promise that they will be suitable for those intended purposes, save only for any
unsuitability which you have, as soon as might reasonably have been expected
of you (and in any case before starting Performance) expressly notified to us.
6.4 You will indemnify us and keep us indemnified immediately upon our written
demand against any cost, claim, expense or liability arising from any risk for
which you are responsible under this contract.
6.5 If you fail to comply with any obligation under the contract we will be entitled, at
our discretion, to reject any Deliverable and you will not be entitled to receive
payment for that Deliverable.
6.6 If any contract goods do not comply with all contract requirements we can
demand that you repair them or supply replacement goods within seven days
or, at our sole discretion, we can reject the goods and demand the repayment of
any sum already paid for them.
6.7 We will not be liable to you for any delay or failure to perform any of our
obligations under this contract if the delay or failure was due to a cause beyond
our reasonable control.
6.8 If any contract goods or rights were bought or obtained by you from a third party
then any benefits or indemnities that you hold from that other party, in respect of
those items, will be held on trust for us.
6.9 You will insure yourselves, and keep insured until Performance is complete,
against all normal insurance risks relevant to your work for or with us, on terms
and for amounts consistent with normal business prudence. You will
demonstrate to us the terms and currency of any such insurance on request.

7 Rights
7.1 Any rights which you are contracted to supply must be provided to us in
accordance with sections 7.2 or 7.3 as applicable.
7.2 This sub-section will apply to the following types of contract right: where the
contract expressly identifies particular rights as covered by it; where the rights in
question are evidently not unique to our Deliverable (for instance you evidently
supply the same thing, in the relevant respect, to others); or if those rights
evidently derive from a third party of whom the same would be true (for instance
you supply software on what you have told us is a proprietary third party
platform). In those cases we are not to expect full ownership of those rights.
You will however validly licence those rights to us, or procure them to be validly
licensed to us, on the following terms: assignable; royalty-free; covering usage
for any likely intended purpose; and free of any obligation on us save such as
we expressly agree in the contract or as are the minimum reasonably necessary
for the maintenance of the right in question.
7.3 This sub-section will apply to all contract rights to which section 7.2 does not. In
that case you will transfer to us, or procure to be transferred to us, with full title
guarantee the ownership of those rights to the full extent (including as to
territory) that we reasonably need them for our intended purposes, and to the
full extent of any wider rights available to you. You will execute any documents
and make any declarations reasonably required by us, now or in future, to
transfer those rights, you will not exploit those rights save for us or with our
written consent, and you will (to the extent not yet legally transferred) hold all
such rights on trust for us absolutely for the maximum permitted period of eighty
years. We have your irrevocable power of attorney to execute any such
documents and make any such declarations on your behalf if you fail to do so
promptly on request.
7.4 If you carry out any development work at our request and wholly or primarily at
our expense we will own all intellectual property rights generated by that work,
and section 7.3 will apply to those rights.
7.5 You will do anything reasonably required by us, during or after Performance, to
perfect any transfer or licence of rights to us under this section or to assist us in
registering or authenticating (but not at your cost enforcing or defending) those
rights.

8 Termination
8.1 If goods have been offered by you as, or if they are, standard or stock items we
can, by notice to you, at any time up to delivery cancel our commitment to buy
them. Any other commitment of ours to receive and pay for Deliverables may be
cancelled by us as follows. We will be bound to reimburse you for all
irrecoverable costs incurred, or unavoidably committed, by you up to the point
of cancellation. By "costs" is meant for this purpose the direct costs to you of
Performance, to an aggregate amount not exceeding 80% of the purchase price
for the cancelled commitment. We will be entitled, if we wish it, to the benefit of
the part-finished Deliverables in question.
8.2 We may suspend performance of, or cancel, or suspend and then at any
subsequent time cancel, the contract without any liability to you if you breach its
terms, or if your business fails.
8.3 Your business will be treated for this purpose as having failed if:
8.3.1 you make any voluntary arrangement with your creditors;
8.3.2 (being an individual or firm) you become bankrupt;
8.3.3 (being a company) you become subject to an administration order or go
into liquidation;
8.3.4 any third party takes possession of, or enforces rights over, any of your
property or assets under any form of security ;
8.3.5 you stop or threaten to stop carrying on business;
8.3.6 you suffer any process equivalent to any of these, in any jurisdiction; or
8.3.7 we reasonably believe that any of the events mentioned above is about to
occur and we notify you accordingly.
8.4 Any right of cancellation or suspension under this section is additional to any
rights available to us under the law of any relevant jurisdiction.

9 Enforcement
9.1 You will keep strictly confidential all information which you learn about us or our
customers, and use that information only for the performance, in good faith, of
your contractual obligations to us. By way of illustration only, you may not use
such information to help our competitors, poach our staff or disparage our
reputation. This restriction will apply until the fifth anniversary of the contract
date, and does not apply to information which was demonstrably public
knowledge at the time of usage by you.
9.2 Our relationship is as independent contractors only, not as partners or as
principal and agent. The contract is non-assignable by you. It is assignable by
us only to a group company that is a company in the same ultimate beneficial
ownership. You may sub-contract or delegate Performance in particular
respects but not generally and not as regards your responsibility to us, nor your
direct contact with us, in any respect.
9.3 You will procure that none of your associates behaves in a way which, had the
behaviour been yours, would have breached the contract. We hold the contract
on trust for ourselves and all associates of ours, and the contract is made for
the benefit of all of them so that you will be liable for damage caused to our
associates as well as ourselves. Our respective associates for this purpose are
any parent company or ultimate controlling shareholder and any company
owned by either.
9.4 No waiver by us of any breach of contract by you will be considered as a waiver
of any subsequent breach of the same or any other provision, or as a release of
the provision which you breached. No delay by us in enforcement, and no
toleration shown by us, is to imply any waiver or compromise of our rights.
9.5 If any provision of these Terms is held by competent authority to be invalid or
unenforceable in whole or in part the validity of the other Terms and of the
remainder of the provision in question will not be affected. Every provision is
severable from every other.
9.6 Any written notice under these Terms will be deemed to have been sufficiently
served if posted by pre-paid official postal service, or if sent by fax then on
receipt of successful answerback, or if sent by e-mail (but in this case only on
evidence of successful transmission and only if the parties have regularly
communicated on contract matters by that e-mail route).
9.7 The contract will be governed by the law of [England], and you submit to the
non-exclusive jurisdiction of the [English] courts.