1. All orders are accepted and all contracts to sell are made by Leyland and Birmingham Rubber Ltd. (“L&B”) subject to the following conditions.

2. No order shall be binding upon L&B until L&B has given written acknowledgement of order.

3. In addition to the price of the goods on any quotation, the customer shall pay to L&B the cost of carriage and packaging of the goods, including the cost of polythene wrapping where this is considered necessary by L&B.

4. No variation in the price or terms of any contract can be agreed after L&B has commenced manufacture of the goods.

5. Delivery dates quoted are an indication only and shall not be of the essence of the contract.

6. L&B reserves the right to supply to plus or minus 10% of the customer’s order. The customer shall pay for the actual quantity delivered at the rate specified in the contract.

7. Running tolerance shall be at the discretion of L&B unless specified by the customer.

8. Any dies, formers, mandrels, or other tooling produced by L&B to manufacture goods for the customer shall be the absolute property of L&B. L&B exclude liability for customers own moulds and dies.

9. If goods delivered differ materially from their description or from samples supplied, or are by reason of faulty material, workmanship or packing by L&B, unmerchantable or unfit for any purpose of the customer of which L&B has been notified in writing, L&B undertakes to replace such goods or (at the discretion of L&B) to refund the purchase price. This undertaking shall be the absolute limit of liability of L&B to the customer in respect of any such claim, and under no circumstances shall L&B be under any further liability to the customer whether for loss of profit or for any other direct or consequential loss howsoever arising. L&B exclude liability for all safety critical moving parts.

10. All claims arising under condition 9 shall be made in writing as soon as faults are reasonably capable of discovery. Claims in respect of faults are readily discernable on a reasonable examination of the goods shall be made in any event within a period of three months from despatch.

11. Quotations given by L&B indicate the price of goods for a period of thirty days from the date of the quotation.

12. Payment of the price of the goods and any sum payable under condition 3 shall be made by the customer to L&B within a period of thirty days. Failure to comply with these terms may result in:- (a) Withdrawal of credit facilities and/or (b) The institution of legal proceedings.

13. Except where the laws relating to bankruptcy and liquidation provide otherwise the customer shall not be entitled to withhold or set off payment for goods delivered by virtue of any debt, claim or allegation other than a claim made in respect of those goods in accordance with condition 9.

14. Until payment by the customer in full of:- i) The price and ii) any other monies payable to L&B in respect of the goods. a) The title to property in and beneficial ownership of the goods shall remain with L&B. b) The customer shall hold the goods and any proceeds as bailee for L&B.

15. If the customer:- a) Makes default in or commits any breach of its obligations to L&B hereunder, or b) is involved in any legal proceedings in which its solvency is in question, or c) is a Company and any meeting is convened or Resolution is passed or Petition is presented (otherwise than for reconstruction or amalgamation) to wind it up or a Receiver is appointed, or, d) Ceases or threatens to cease trade. L&B or its agents may enter the premises of the Customer and take possession of any goods in which the property remains in L&B and remove and dispose of them as L&B thinks fit. L&B shall apply the proceeds of disposal, after deduction of all expenses, in discharge of the amount unpaid by the customer.

16. In respect of all claims arising under condition 9, L&B shall only give consideration to such claims if the faulty goods are returned to L&B’s premises within a period of twenty-one days from the date that the fault in the goods was first notified to L&B.

17. Any discounts of allowance, agreed between L&B and buyer are strictly subject to full settlement of account within the time limit specified on face of invoice unless otherwise agreed in writing.

18. In the event of payment exceeding the agreed terms, the total amount of money in respect of all invoices becomes immediately payable.