Standard Conditions of Sale

1. Terms and Conditions

1.1 These Conditions form part of every quotation, offer or contract of sale ('Contract') between ebm-papst Automotive & Drives (UK) Ltd ('Seller') and any buyer ('Buyer') for goods ('Goods').

1.2 These Conditions shall not be varied and no other terms, conditions or warranties shall apply (whether contained in any document emanating from Buyer or made orally by any person acting or purporting to act on behalf of Buyer or Seller) unless agreed in writing by Seller and such agreement contains a specific reference to these Conditions being so varied or abrogated.

1.3 These Conditions shall override and supersede any previous negotiation(s) agreement(s) or arrangement(s) between Seller and Buyer in relation to the supply of Goods.

1.4 Unless Seller otherwise agrees in writing these Conditions shall apply to all future agreements for the sale of Goods from Seller to Buyer.

1.5 Buyer shall be responsible for ensuring the accuracy of any Contract: that the Goods requested are suitable for its needs; and for giving Seller any necessary information relating to the Contract within a sufficient time to enable Seller to perform its obligations under the Contract. Seller shall have no liability for the failure of any Goods to meet any specific requirements of Buyer.

1.6 Any order made by Buyer (whether in writing, by telephone or otherwise) shall be deemed to be an offer to purchase the Goods subject to these Conditions. Such offer will not bind Seller until it accepts such over by issuing a written acknowledgement of order to Buyer whereupon the Contract will be binding and Buyer will not be entitled to cancel such order.

2. Price and Payment

2.1 Prices. All orders are accepted at Seller's prices published in Seller's price list current at the date of acceptance of an order for Goods. Seller reserves the right to increase prices for Goods (i) if such price increases between the time of acceptance of the order and delivery: or (ii) to correct errors or omissions in any quotation: or (iii) if Seller agrees to reschedule any Order in accordance with Condition 13. Prices are quoted exclusive of VAT and (unless otherwise agreed by the Seller) on an 'ex works' basis. Seller will make a charge on each shipment to cover the packaging, transportation and insurance of Goods being supplied.

2.2 Terms of payment. Terms of payment are as follows;

2.2.1 Overseas: Against irrevocable letter of credit only (Buyer to pay all charges relating to such irrevocable letter of credit).

2.2.2 United Kingdom: Payment of the full invoice amount is to be made within thirty (30) days of the end of the month following the date of Seller's invoice. Where credit terms are allowed, payment of the full invoice amount is to be made within thirty (30) days and Seller reserves the right to withhold or cancel deliveries and to revoke any credit extended to Buyer on any failure to pay for Goods when due under this or any other contract with Seller, and to make an interest charge of 1.5% above base rate per calendar month on any monies outstanding. Buyer shall Indemnify Seller for any loss caused by reason of such withholding or cancellation of delivery.

2.3 Time of Payment: Time for payment shall be of the essence.

2 4 Set-Off: Buyer shall make all payments due under any Contract without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless Buyer has a valid credit of an amount equal to such deduction.

3. Delivery

3.1 Delivery Dates. Delivery is on an 'ex- works' basis unless Seller agrees otherwise. All delivery dates quoted are estimated and are not guaranteed. Time shall not be of the essence in relation to any quoted delivery dates. Any late delivery of Goods beyond the quoted delivery dates shall not entitle Buyer to terminate or rescind any Contract unless the delay exceeds 60 days. Seller shall have no liability for any direct losses or damages (including for costs charges or expenses) nor for any indirect, special or consequential losses including but not limited to those incurred in Buyers normal course of business, or damages for any loss of profits, loss of business, loss of contracts or loss of reputation incurred or suffered by Buyer by reason or in consequence of any failure to deliver Goods in accordance with any quoted delivery dates. Where an order calls for a number of items Seller reserves the right to despatch all or any number of items in such batches as Seller may determine and as and when available and Buyer shall pay all invoices in respect of such deliveries in accordance with the terms of payment set out above.

3.2 Where (i) Goods are to be collected by Buyer but are not so collected, or (ii) if for any reason Buyer will not accept delivery of any Goods when they are ready for delivery: or (iii) Seller is unable to deliver Goods on time because Buyer has not provided appropriate instructions, documents, licences or authorisations;

3.2.1 risk in the Goods will pass to Buyer (including for loss or damage caused by Seller's negligence):

3.2.2 the Goods will be deemed to have been delivered.

3.2.3 title in the Goods will remain with Seller; and

3.2.4 Seller may store the Goods until delivery whereupon Buyer will be liable for all related costs and expenses (including without limitation, storage and insurance).

3.3 Specifications: The Goods will be supplied according to the specifications in the current price list. Seller reserves the right to change the specifications of the Goods without prior notification. All specifications, colours, illustrations, drawings and diagrams in Sellers catalogues, trade literature and other published matter are of a generally informative nature and approximate only and do not form part of the Contract or give rise to any independent or collateral liability of whatsoever nature on the part of Seller.

4. Damage or loss in transit

No responsibility will be accepted by Seller for damage or loss of Goods in transit. Any such damage should be notified to the Carrier and Seller within 4 days of receipt and the Goods held for inspection to enable a claim to be made on the Carrier and or the relevant insurers. If the Goods are lost or not received by Buyer within six (6) days of date of invoice, the Carrier and Seller should be immediately notified.

5. Reservation of title

5.1 Seller retains title to the Goods and Buyer holds the Goods delivered hereunder as bailee for Seller until (i) all sums due by Buyer to Seller on any account have been received by Seller or (ii) Buyer has resold such Goods or articles containing such Goods (“New Goods”), whichever shall first occur.

5. 2 Until Seller has received full payment of all the sums due to Seller from Buyer, Buyer shall be entitled,

5.2.1 to offer for sale and sell the Goods in the ordinary course of business as principal for its own account and not as agent for Seller. Where any of the Goods are sold to a third party before title has passed to Buyer, that sale will constitute a sale by Buyer of Seller's property or

5.2.2 will be entitled to use the said the New Goods, but in such event or events the Goods will remain the property of Seller and Buyer will on request and at Buyer's expense separate the Goods from New Goods in which they may be incorporated and re-deliver them to Seller provided that such New Goods are still in Buyer's possession.

5.3 Such license to incorporate and sell the Goods as provided for in Clauses 5.2.1 and 5.2.2 above shall terminate upon Buyer undergoing an Insolvency Event. Insolvency Event shall mean: ceasing to trade, or becoming insolvent or entering into liquidation whether compulsorily or voluntarily or becoming subject to an administration order or having a receiver appointed over all or any part of its assets or compounding with or convening a meeting of its creditors or taking any steps towards entering into a voluntary arrangement, including, without limitation, applying for or obtaining a moratorium or taking or suffering any similar action in consequence of a debt.

5.4 As such bailee, Buyer

5.4.1 will store such Goods and New Goods separately to enable the Goods to be identifiable as the property of Seller.

5.4.2 insure the delivered Goods against any loss or damage with an insurance office of repute:

5.4.3 deliver the Goods to Seller forthwith on demand and if Buyer fails to do so the representatives of Seller shall be entitled to enter upon Buyer's premises where the delivered Goods are or are thought by Seller to be stored for the purpose of repossessing them (including without limitation removing or detaching them from the New Goods):

5.4.4 keep and retain the delivered Goods free from any charge lien or other encumbrance thereon.

5.5 Notwithstanding that title passes in accordance with Clause 5.1, risk in the Goods will pass to Buyer on delivery; or, if Seller arranges carriage on behalf of Buyer, once Goods are passed to the Carrier, or in accordance with Clause 3.2

5.6 The provisions of this Clause 5 shall survive the termination of any Contract for whatever reason and in particular but without limitation termination of the Contract by Seller by the acceptance of any repudiation of any Contract by Buyer.

6. Representations, Conditions and Warranties

Save as expressly set out herein, Seller shall not be liable for any representation other than fraudulent representations made by or on behalf of Seller and all conditions and warranties, express or implied, statutory otherwise are excluded to the fullest extent permitted by law.

7. Warranty and liability of Seller

7.1 Seller shall make reasonable efforts to have repaired or replaced free of charge any Goods which are, or become, defective through any fault in design, materials or workmanship in the manufacture thereof, provided that such defect occurs within 12 months of date of manufacture and provided that Buyer notifies Seller of any such defect within 30 days of such defect occurring. Save as aforesaid under no circumstances will Seller be liable in contract, misrepresentation or tort (including negligence or breach of statutory duty) or otherwise for;

7.1.1 any direct loss, damage, cost or expense of whatsoever nature: or

7.1.2 any indirect, special or consequential damage, cost, expense or loss, including loss suffered by Buyer in the normal course of business, or for any loss of profit, loss of business, depletion of goodwill or otherwise arising out of or in connection with the supply, failure or delay in supply, installation, use or failure, or defect in the Goods sold hereunder.

7.2 Nothing in these Conditions will be taken to attempt to exclude Sellers liability for death or personal injury arising from negligence.

8. Events beyond Sellers control

If Seller shall be unable to comply with the terms of these Conditions by reason of:

8.1 war, mobilisation, riot, civil commotion, strike, lockout, delay of Seller's suppliers or other industrial action, or other circumstances beyond Seller's control, or

8.2 the fact that all or part of the Goods ordered by Buyer hereunder have become obsolete or unobtainable from manufacturers for any reason whatever for more than two (2) weeks then Seller shall be entitled, on giving notice to Buyer to such effect, to be discharged from further performance under these Conditions, without prejudice to the rights and obligations of Seller and Buyer existing up to the time of giving such notice.

9. Claims

Save as set out under Condition 4 above, claims of whatever nature in respect of any Goods sold or to be sold hereunder must be made in writing within 30 days from receipt or such Goods or, in the case of non-delivery, within 30 days from the quoted delivery date. Failing such claim, Seller shall not be liable to Buyer in any circumstances.

10. Return of Goods

No Goods may be returned without Seller's written consent. Where Goods are alleged to be defective or not in conformity with Seller’s published specification, full details must be given and credit (or replacements) will not be issued until defects have been agreed by Seller. In no circumstances will Goods which have been altered, damaged or soldered be considered for credit or replacement.

11. Indemnity by Buyer

11.1 Buyer shall indemnify and hold harmless Seller in full against any claim by any person including without limitation Buyer's employees, agents and customers in respect of any liability or any direct or indirect loss, injury, damage, cost, or expense of whatsoever nature and howsoever caused arising out of, or in connection with the use, sale, disposal or otherwise in connection with the Goods to the extent that such loss, injury, damage, cost or expense does not arise directly from the negligence of Seller or its default hereunder or breach of any statutory duty.

11.2 Seller shall not be liable to Buyer in respect of or in connection with any claim made by any person including without limitation Buyer's employees, agents and customers against Buyer in respect of any liability, or any direct or indirect loss, damage, injury, cost or expense of whatsoever nature and howsoever caused arising out of or in connection with the use, sale, disposal or otherwise in connection with the Goods to the extent that such loss, injury, damage, cost or expense does not arise directly from the negligence of Seller or its default hereunder.

12. Telephone orders

Seller will accept telephone orders provided Buyer is able to supply an Order reference, has an approved credit arrangement with Seller and sends Seller within 24 hours of Seller's acceptance of the telephone order, an order which states clearly “Confirmation of Telephone order". Seller's Conditions of Sale will apply to all telephone orders. If the order is duplicated as a result of failure to send such written confirmation, Buyer will accept the duplicate shipment unless otherwise agreed with Seller, who may impose a cancellation charge.

13. Re-scheduling

Buyer acknowledges that it may not re-schedule the timing or quantity of any delivery of Goods once Seller has acknowledged such order, except with Sellers prior consent; and that any agreed rescheduling may be subject to an increase in price in accordance with Clause 2.1. Any stockholding costs incurred by Seller as a result of Buyer seeking to re-schedule delivery of Goods will be payable by Buyer. Seller reserves the right to treat as cancelled any order on which delivery dates are postponed by customer by more than 3 months.

14. Breach and Buyer's Insolvency

If Buyer undergoes or reasonably apprehends it will undergo an Insolvency Event, or shall default in or commit any breach of any of its obligations to Seller (whether or not such obligations are, or are expressed to be conditions or other terms), then without prejudice to any other right or remedy available to Seller, Seller shall be entitled to terminate the Contract or suspend any further deliveries under any Contract without any liability to Buyer, and if any Goods have been delivered but not paid for, the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

15. General

15.1 If any provision of these Conditions is found no be wholly or partly illegal or unenforceable, it shall in such an event be deemed severable and the remaining provisions of any Contract and the remainder of such provision shall continue in full force and effect.

ebm-papst Automotive and Drives (UK) Ltd, The Smithy, Fidlers Lane, East Ilsley, Berkshire, RG20 7LG
Phone +44 1635 2811-11, Fax +44 1635 2811-61, A&,
Registration in England No 1206852 - VAT No. GB314 5172 85
Directors: G. Jones (Managing), P. Prescod (Commercial), T. Borst (German), T. Wagner (German)