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STEALTH ELECTRONICS LIMITED

TERMS AND CONDITIONS OF SALE

1. PRELIMINARY

(a) In these Conditions of Sale the Company shall mean Stealth Electronics Limited

(b) These Conditions shall apply to any agreement or Contract ("the Agreement") between the Company and any person, firm or company ("the Purchaser") placing an order with the Company in respect of any goods, components, products or other items or services ("the Products")

2. ORDERS

(a) The Company will be under no liability for any order received until the order is accepted by the Company in writing

(b) An accepted order may only be cancelled or varied with the Company's consent and the giving of this consent shall not in any way prejudice the Company's right to recover from the Purchaser full compensation for any loss or expense arising from such cancellation or variation.

(c) Any offer, order, acceptance, sale and/or delivery or any conduct in confirmation of any transaction will be subject to these terms and conditions which are the only basis upon which the Company undertakes transactions and shall prevail notwithstanding any printed or other conditions contained or referred to in any purchase order or other document prepared by or on behalf of the Purchaser.

(d) No other agreement, representation, promise, undertaking or understanding of any kind unless expressly confirmed in writing by the Company shall add to, vary or waive any of these terms and conditions

3. PRICES

(a) Prices for the products are "ex-works". They do not include :-

(i) sales taxes

(ii) insurance

(iii) the cost of loading, unloading, installation and effecting delivery in accordance
with Clause 5 hereof; and

(iv) any special packing or alteration to the Order required by the Purchaser

(v) the cost of on-site maintenance or inspection unless there is a specific written agreement to the contrary between the Company and the Purchaser

(b) Notwithstanding any price specified in the order acceptance the price of the products shall be that applicable on the date of despatch.

(c) Unless otherwise so specified by the Company any quotation of the Company shall expire 30 days from the date of issue and may be modified or withdrawn at any time prior to the date of the Purchaser's order.

(d) The Company shall have the right at any time to revise prices to take account of any increase in costs including (without limitation) costs of labour, materials, carriage, fluctuation of currency or overheads

4. PAYMENT

(a) Unless otherwise agreed in writing payment shall be made at the invoice price without deduction within 30 days of the date of invoice

(b) Failure by the purchaser to pay in accordance with the provisions of this Clause shall entitle the Company, without prejudice to its rights to damages, to suspend any outstanding deliveries or to cancel the contract

(c) In addition to the Company's rights under Sub-clause (b) the Company shall be entitled to charge interest of any amounts outstanding (both before and after judgement) at the rate of 4% above the base rate of Barclays Bank Plc for the time being in force

(d) Payments by letter of credit shall only be made with the Company's written consent and if such consent is given all costs including Bank charges shall be for the account of the purchaser and all letters of credit shall be :-

(i) in favour of the Company;

(ii) consistent with the provisions of these terms and conditions

(iii) in sufficient amounts and for the period necessary to meet with all payment obligations hereunder;

(iv) irrevocable, transferable and divisible; and

(v) issued or confirmed by a Bank in London acceptable to the Company prior to the date of delivery within 15 days after acceptance of the order

5. DELIVERY AND PASSING OF RISK

(a) The risk in the Products passes to the Purchaser on delivery of ex-works

(b) The Company will use all reasonable efforts to deliver the Products in accordance with times specified but failure to comply with such time shall not constitute a breach of this Agreement

(c) Where the Purchaser notifies the Company that it is unable to take delivery of the Products in accordance with the time stated in the order acceptance or within seven days of the Company giving notice that the Products are ready for despatch, the Company shall endeavour to store the Products and the Purchaser shall reimburse the Company without delay for costs and storage charges incurred by the Company until the time of delivery.

(d) Where the Products are to be delivered by instalments or against call-off and the Purchase either

(1) fails to accept any delivery when due or in the case of call-offs fails to accept outstanding deliveries within 12 months of the date of order acceptance, or

(2) defaults in making any payment when due, then the Company may cancel any or all subsequent deliveries and the Purchaser shall compensate the Company in full for any loss of expense arising from such cancellation and notwithstanding that the Company's duties to mitigate its loss shall compensate the Company in full for the loss of the purchase price in respect of the Products ordered but not delivered

6. TITLE

(a)
(i) Notwithstanding delivery to the Purchaser legal and beneficial ownership in the Product shall remain with the Company until the Purchaser has paid the price (whether or not due, invoiced, or ascertained at the date of delivery) and any ancillary and/or local or governmental impositions payable in respect of the Products ("the Value") and until such payment in full of the Value the Purchaser shall hold the Products as fiduciary bailee for the Company and the relationship of bailor and bailee is created as between the Company and the Purchaser

(ii) The Purchaser is licensed to incorporate the Products in or use the Products as material for other goods or products ("the New Product"). Where the products are not so severable then the New Products shall be and are deemed to be owned legally and beneficially by the Company and any other owner of the New Products in common with that other owner and the Company shall be entitled to require the New Products to be sold in order to recoup the value. The Company's right shall be limited to the proportion necessary to recoup the money owed to it in respect of the Value

(iii) Until such payment the Purchaser shall take all necessary measures for the protection of the Products including insurance thereof with an Insurance Company approved by the Company for an amount at least equal to the Value and the Products shall, unless agreed to the contrary by the Company, be clearly marked and stored separately as being the property of the Company.

(iv) notwithstanding sub-paragraph (i) hereof the Purchaser may as fiduciary agent of the Company sell the Products and the New Products to a third party in the ordinary course of the Purchaser's business but

(1) only at such price as will be sufficient to ensure the Purchaser receive the Value from such sale and

(2) the Purchaser shall in every case make it a condition of such sale that the property in the Products and the New Products shall not pass to the sub-purchaser until such sub-purchaser has paid to the Purchaser a sum at least equal to the Value. The sub-purchaser hold the Products and the New Products until payment to the Company as fiduciary bailee for the Company and the relationship of bailor and bailee is created as between the Company and the sub-purchaser. The Purchaser shall immediately upon such sub-sale supply to the Company (if so requested) in writing the name and address of the sub-purchaser and the date and contract price of each delivery. The Company shall be entitled to inform the sub-purchaser of its interest in the Products and the New Products and the proceeds of sale thereof. The entire proceeds of sub-sale of any Products and the New Products in which the Company has retained ownership shall be received by the Purchaser in trust for the Company and shall be paid into a separate Bank Account kept for that purpose only and the same shall be promptly paid over by the Purchaser to the Company but nothing herein contained shall entitle the Company to more than the Value

(v) On receipt of notice from the Company or on the happening of any of the events set out in clause (iv) and (vii) below, the Purchaser's authority to sell the Company's Products and New Products in accordance with sub-paragraph (iv) above the Purchaser's licence to use and incorporate the Products in accordance with sub-paragraph (ii) above shall be withdrawn. The Company shall be entitled to give such notice for the Purchaser at all times

(vi) If any of the events referred to below happens, notice thereof is to be given immediately to the Company by the Purchaser. Notwithstanding failure by the Purchaser to give such notice, all Products or New Products which are the property of the Company and are in the possession of the Purchaser shall be delivered immediately to the Company Without Prejudice to the Purchaser's duty to make delivery as aforesaid the Company upon receiving notice from whatever source of the happening of any of the said events shall also have the right during normal business hours to enter upon the land or buildings of the Purchaser to take possession of the Company's Products and the Purchaser, if at any time required to do so by the Company, shall formally assign to the Company the benefit of any claims arising from the resale of the Company's Products or New Products by the Purchaser and shall furnish to the Company full particulars or any information in respect of such claims

The events referred to above are :

(1) An administrator is to be or has been appointed to the Purchaser or a petition for such an appointment has been presented;

(2) An Administrative Receiver or Receiver and manager or Receiver or the Purchaser is to be or has been appointed or an encumbrancer take possession of the whole or any part of the assets of the Purchaser;

(3) A petition to wind-up the Purchaser is to be or has been presented or any notice of a resolution to wind-up the Purchaser (save for the purposes of a solvent reconstruction or amalgamation) has been passed or is proposed ;

(4) The Purchaser intends to make an arrangement or any dealings with any of its creditors with a view to avoiding insolvency or becomes insolvent or threatens to stop payment to its creditors;

(5) The occurrence of any grounds for the presentation of a petition for a bankruptcy order made under Part (ix) Chapter 1 Insolvency Act 1986 or any statutory re-enactment or modification thereto or the presentation of any such petition

(vii) The Purchaser shall not save as above create or allow to be created any right in the Products or the New Products (except as allowed under the licence given in sub-clause (a) (ii) above) in favour of any third party. If the Purchaser breaches any of the provisions of this sub-paragraph the Value shall immediately and notwithstanding any contractual terms to the contrary become payable

(viii) The Company shall be at liberty to re-sell the Products so recovered pursuant to sub-paragraph (vi) above and any part thereof and the Purchaser shall within 7 days of such recovery being effected pay the Company its reasonable costs of such a recovery

(A) Notwithstanding the foregoing, risk in the Products will pass to the Purchaser on delivery except when the Purchaser requires a special method of shipment in which case risk shall pass to the Purchaser when the Products leave the Company's premises

(B) In the event that goods supplied by the Company to the Purchaser under successive contracts the Company may appropriate payments by the Purchaser, which payments shall be deemed to have been made thereby, towards the price of goods supplied under the contracts in strict order of such contracts having been entered into, irrespective of any direction or instruction given by the Purchaser in respect of such payments

7. CLAIMS

(a) Inspection
The Purchaser shall examine the products on arrival for any obvious damage or shortage

(b) Damage and Short Delivery
Any claim that the Products are damaged or have been short delivered must be communicated in writing to both the Company and, when applicable, the carrier, within 2 working days of delivery

(c) Quality
Any other claim that the Products are not of stated quality must be communicated in writing to the Company within 7 days of delivery together with full particulars to enable the Company to investigate the complaint before the remainder of the consignment of the Products is used or returned to the Company

(d) Non-delivery
Non-delivery must be reported to both the Company and when applicable, the carrier, within 14 days of the date of invoice or the agreed date of delivery whichever is the earlier

(e) Failure to give notice
If the Purchaser fails to give notice or report in accordance with this Clause, the Products of the Quality and Quantity specified in the Agreement shall be deemed to have been delivered to the Purchaser and the Purchaser shall be bound to pay for and shall lose any right to make a claim in respect of the same

8. FORCE MAJEURE

The Company shall be under no liability for any delay or failure to perform in the event that the manufacture, supply or delivery of the Products is prevented or delayed by any act or circumstances beyond the Company's reasonable control including but not limited to Act of God, legislation, war, fire, drought, failure of power, supply, lock-out, strike or other action taken by employees in contemplation or furtherance of a trade dispute or owing to any inability to procure materials required for their performance of the contract and where possible the Company shall resume performance of its obligations as soon as the cause, prevention or delay is removed

9. WARRANTIES AND EXCLUSIONS

(a) Specifications

Published specifications, descriptions, photographs, measurements or capacities are approximate only and shall not form part of the Agreement. The Company will endeavour to ensure that the Products comply with any specification referred to in the order acceptance but reserve the right to alter the specification of the Products at any time without reference to the Purchaser

(b) The Company will pass to the Purchaser (to the extent that it is able to do so, if at all) the benefit of any such warranty or guarantee relating to the Products as it may receive from the manufacturer of the Products but the Company shall not be liable in the event that the manufacturer fails to fulfil its obligations under such warranty or guarantee

(c) Limitation of Liability

(i) Save as aforesaid and subject to Section 6 of the Unfair Contract Terms Act 1977 and with the exception of those implied by Section 12 of the Sale of Goods Act 1979 all conditions and warranties whether express or implied by Statute or Common Law and whether oral or written are (unless specifically confirmed by the Company in writing) excluded and negatived;

(ii) With the exception of any liability on the Company's part in respect of death or personal injury resulting from the Company's negligence, the Company's liability shall not in any event exceed the invoice price of the Products in respect of which a claim is made nor include any consequential loss or damage howsoever arising provided always that this sub-clause shall not apply to the extent that the Purchaser gives to the Company specific notice in writing of risks which the Purchaser requires to be covered by insurance and pays to the Company the amount of the insurance premium (to be determined by the Company) required for such cover

(d) The Company guarantees to repair or at its option replace any products proved to its reasonable satisfaction to have failed within 12 months of delivery by reason of faulty materials or workmanship provided that:

(i) The Purchaser shall have promptly informed the Company on discovery of the alleged failure and provided a written report on the failure unless the Company shall have agreed to inspect or repair or replace the Products on site, subject to Clause 3 (a) (v) above

(ii) The Products shall have been stored, installed, maintained and used properly in accordance with applicable instructions and specifications issued by the Company

(iii) This guarantee is not assignable by the Purchaser

10. WAIVER AND SEVERANCE

(a) Any indulgence granted by the Company to the Purchaser and any failure by the Company to insist upon strict performance of these terms and conditions shall not be deemed a waiver of any of the Company's rights or remedies nor be deemed a waiver of any subsequent default by the Purchaser

(b) The invalidity in whole or in part of any clause in these terms and conditions shall not affect the validity of the remainder of such clause or these terms and conditions

11. ASSIGNMENT

The Agreement is not assignable by the Purchaser without the written consent of the Company and is between the Company and the Purchaser as principals but the Company may without consent assign or sub-contract all or any of its rights and obligations hereunder

12. TERMINATION

If the Purchaser becomes insolvent or in the opinion of the Company is likely to go into bankruptcy, receivership or liquidation, or makes default in, or commits a breach of the Agreement, the Company may forthwith on written notice to the Purchaser terminate the Agreement without incurring liability to the Purchaser and without prejudice to the Company's rights which may have accrued up to the date of termination

13. CONSTRUCTION

No variation or addition to these Conditions shall be effective unless contained on the face of the order or acceptance or in a written instrument signed by a Director or a duly authorised officer of the Company and a copy of such instrument is annexed to the order acceptance

14. GOVERNING LAW

The interpretation and application of the Agreement shall be in accordance with English Law and both parties hereby agree to submit to the non-exclusive jurisdiction of the English Courts

Date 19th April 2010

Stealth Electronics Ltd
Unit 11A
Farthing Road
Ipswich
Suffolk
IP1 5AP

Reg No : 4085431
Vat No : 759740879

tel: +44(0)1473 743700
fax: +44(0)1473 236237

email: sales@circad.co.uk