Conditions of Sale

Motorsport Engineering & Development LTD

1. DEFINITIONS

"the Company" means Motorsport Engineering & Development . LTD "the Purchaser" means the person, firm or company to be supplied with the Goods by the Company. "Goods" means the goods, materials and/or other items to be supplied pursuant to the Contract. "the Contract" means the contract for sale and purchase of the Goods made between the Company and the Purchaser to which these Conditions apply.

2. All Goods are supplied on the following terms and no servant or agent of the Company has authority to accept orders or otherwise to bind the Company in respect of the supply of Goods on any other terms or to add to or vary or replace these terms or any of them in any way whatsoever. These are the only Terms and Conditions applicable. Any terms and conditions provided by you will have no effect.

3. Previous dealings between the Company and the Purchaser shall not vary, add to or replace these terms or any of them and any terms or conditions stipulated or referred to by the Purchaser whether in the Purchaser's order, or in any negotiations or otherwise howsoever shall not add to, vary or replace these terms or any of them.

4. Acceptance of Goods from the Company shall be conclusive evidence before any Court or arbitrator that these terms alone apply to the supply by the Company of the Goods.

5. QUOTATIONS

A quotation by the Company does not constitute an offer and the Company reserves the right to withdraw or amend the same at any time prior to the Company's acceptance of the Purchaser's order.

6. PRICES

6.1. Unless the prices quoted are stated to be fixed the prices payable for the Goods shall be those charged by the Company at the time of despatch so that the Company shall have the right at any time to revise quoted prices to take account of increases in costs including (without limitation) costs of raw materials or labour and any variation in exchange rates.

6.2. Quoted prices are "ex-works" and exclusive of Value Added Tax and other duty levy or tax assessed against the Goods by any government or other authority unless stated on the Company's quotation or agreed by them in writing.

7. TERMS OF PAYMENT

7.1. Unless otherwise agreed in writing by the parties the Purchaser shall on placing the order for the Goods with the Company make payment to the Company in accordance with the terms herein ( 30 DAYS FROM DATE OF INVOICE) and not later than the end of the month following the month of delivery.

7.2. The Company shall have the right to charge interest on overdue accounts at the rate of 4% above HSBC Bank PLC base Lending Rate from time to time to run from the due date for payment thereof until receipt by the Company of the full amount whether or not after judgement.

7.3. If the Purchaser does not pay to the Company the full price of all the Goods supplied under this contract in accordance with the terms thereof the Company may, without prejudice to any of the Company's other rights, recover the Goods or any of them from the Purchaser and may by it's servants or agents for that purpose freely enter upon any premises of the Purchaser where the goods are stored or thought by the Company to be stored and repossess the same.

7.4. The Firm shall not be liable for any shortages in the quantity or claims arising from any deliveries unless a claim in writing shall have been received by the Firm from the Purchaser within 7 days of delivery of the Goods.

8 DELIVERY

8.1. Time not being of the essence of the Contract delivery dates mentioned in any quotations or acceptance form or elsewhere are approximate only and not of any contractual effect. The Company shall not be under any liability to the Purchaser in respect of any delay in delivery howsoever arising. In the event of total failure to deliver any Goods the liability of the Company shall be limited to the value of such Goods referred to in the relevant Invoice or as otherwise specified in the Contract.

8.2. In the event of the Purchaser returning or failing to accept any delivery of the Goods in accordance with the Contract the Company shall be entitled at its option either to deliver and invoice the Purchaser for the balance of Goods then remaining undelivered or to suspend or cancel further deliveries under the Contract The Company shall be entitled to store at the risk of the Purchaser any Goods which the Purchaser refuses or fails to accept and the Purchaser shall in addition to the invoice price pay all cost of such storage and any addi­tional costs or carriage incurred as a result of such refusal or failure.

8.3. The Goods and any of them the subject of this contract shall be at the risk of the Purchaser as soon as they leave the Company's premises for the purposes of delivery to the Purchaser or to the Purchaser's order.

8A. In any case where Goods are sold CIF or FOB or on the basis of any other International trade term the meaning of such term con­tained in Incoterms (1953) shall apply as if expressly incorporated herein except insofar as any part of the same may be consistent with any of the provisions contained in these Conditions.

8.5. In the case of any sale of Goods FOB the Company shall be under no obligation to give the Purchaser the notice specified in Section 32(3) of the Sale of Goods Act 1979.

8.6. If in the case of the Contract or any order involving more than one delivery default is made in payment on the due date the Company shall have the right to suspend all or any further deliveries pending payment or to terminate the Contract in its entirety by notice in writing to the Purchaser.

9. PACKING

Prices quoted exclude packing except where otherwise stated and the following provisions shall apply where returnable containers are supplied:

(a) The Purchaser shall within 6 months of delivery of the Goods return all such containers in good condition to the Company or direct to the Manufacturer at their expense.

10. TITLE OF GOODS

(a) Without prejudice to any right the company shall have against the purchaser pursuant to the terms of this contract property in the Goods supplied by the Company to the Purchaser shall remain vested in the Company which reserves the right to dispose of the Goods until the Purchaser has paid the price in full of all the Goods supplied under this Contract in accordance with the terms of this Contract

(b) Until such time as title to the Goods supplied under this Contract passes to the Purchaser or the Purchaser delivers the said Goods or~ any of them as permitted by this Contract to a third party or the Purchaser processes incorporates and/or admixes the said Goods or any of them as permitted by this contract or sells the product or products of such processing incorporation and/or admixing as per­mitted by this Contract the Purchaser shall store the Goods at the Purchaser's premises separate and distinct from goods belonging to the Purchaser and from goods supplied or owned by the persons other than the Company and in such a way which makes them readily and clearly identifiable as the Goods of the Company.

(c) If at any time before the Purchaser has paid the price in full of all the Goods supplied under this Contract whether or not payment therefore has become due from the Purchaser, the Purchaser not being a company:

(i) Has served upon him a statutory demand within the meaning of Section 268of the Insolvency Act 1986, or

(ii) Suffers any execution of or distraint upon his goods or other property, or

(iii) Has a Petition presented against him to the Court for a bankruptcy order pursuant to Section 264 of the Insolvency Act 1986, or

(iv) Makes an application to the Court pursuant to Section 253of the Insolvency Act 1986 for an interim order within the meaning of Section 252 of the said Act, or

(v) Makes a proposal to his creditors for a voluntary arrangement within the meaning of Part VIII of the Insolvency Act 1986, or being a Company:

(i) Within the meaning of Section 84ofthe Insolvency Act 1986 resolves the wind up (other than for the purposes of recon­struction or amalgamation), or

(ii) Has a notice under Section 123(1) of the Insolvency Act 1986 served upon it, or

(iii) Suffers any execution of or distraint upon its goods or other property, or

(iv) It becomes unable to pay its debts as they fall due for payment within the meaning of the Insolvency Act 1986, or (v) Has a Petition for its winding-up presented to the Court, or (vi) A Petition for an Administration Order is presented to the Court pursuant to Section 9 of the Insolvency Act, 1986 or (vii) An Administrative Receiver or a Receiver is appointed in respect of its assets or any of its assets, or

(viii) A proposal for a voluntary arrangement within the meaning of Section 1 of the Insolvency Act 1986 is made,

the Purchaser shall immediately upon such occurring deliver up to the Company each and all Goods supplied under this Contract then in the Purchaser's possession, custody or control and shall not sell, transfer or otherwise part with possession of or in any way deal with the said Goods or any of them save for delivery up of the same to the Company. (d) At any time before the Purchaser has paid to the Company the price in full of all the Goods supplied under this Contract the Purchaser shall save as is provided in Clause 10(c) hereof be permitted to process the Goods and/or incorporate them in or with any other goods and/or to admix them with any other goods of the Purchaser and thereupon the product or products produced by such processing incorporation and or admixing shall belong to the Company until the Purchaser has paid the price in full of all the Goods supplied under this Contract and the Purchaser shall until the price in full of all the said Goods supplied has been paid or the product or products of such processing, incor­poration and/or admixing has or have been sold as permitted by this Contract, store the said product or products at the Purchasers premises separate and distinct from Goods belonging to the Company and from goods supplied or owned by persons other than the Company and in such way which makes them readily and clearly indentifiable as belonging to the Company.

Clauses 10(b) and 10(c) hereof shall apply to any Goods processed, incorporated and/or admixed in accordance with this clause and/or the products thereof.

(e) At any time before the Purchaser has paid to the company the price in full of all the Goods supplied under this Contract the Purchaser shall save as is provided by clause 10(c) hereof be permitted to process the Goods and/or incorporate them in or with any other goods and/or to admix them with any other goods belonging to a third party and there upon the Company and the third party shall be owners in common of the product or products produced by such processing incorporation and/or admixing until the Purchaser has paid the price in full of all the Goods supplied by the Company under this Contract and the Purchaser shall until the price in full of all the said Goods supplied has been paid or the product or products of such processing, incorporation and/or admixing has or have been sold as permitted by this Contract, store the said product or products at the Purchaser's premises separate or owned by persons other than Company solely or in common with a third party and in such a way which makes them readily and clearly identifiable as Goods owned by the seller in common with the said party. Clauses 10(b) and 10(c) hereof shall apply to any Goods processed, incorporated and/or admixed in accordance with this clause and/or the products thereof.

(f) Save as is provided by clause 10(c) herein the Purchaser has paid to the Company the price in full of all the Goods supplied under this Contract the Purchaser shall be permitted to deal with Goods or any of them as here in before expressly provided and by way of sale of the said Goods or the product or products produced therefrom or there­with but on such sale taking place the Purchaser shall forthwith account to the Company for the entire proceeds of sale of the said Goods or the said product or said products as the case may be and until such time as the Purchaser shall so account the entire proceeds of sale shall in the case of Goods supplied under this Contract or in the case of the product or products produced from or with Goods supplied under this Contract and goods belonging to the Purchaser in accordance with clause 10(d) above be held by the Purchaser on trust for the Company and in the case of a product or products produced from or with Goods supplied under this Contract and goods belonging to a third party or third parties in accordance with clause 10(e) above or trust for the owners in common of the product or products sold by the Purchaser.

11. VARIATIONS

The Company shall be deemed to have fulfiled its contractual obligations in respect of any delivery though the quantity may be upto ten percent more or less than the quantity specified in the Contract and in such event the Purchaser shall pay for the actual quantity delivered.

12. SPECIFICATIONS BY THE PURCHASER

The Purchaser shall indemnify and keep indemnified the Company against all claims, costs, damages and expenses incurred by or for which the Company may become liable as a direct or indirect result of the carrying out of any work required to be done on or to the Goods in accordance with the requirements of specifications of the Purchaser involving any infringement or claim or infringement of any intellectual property right vested in another person firm or company.

13. LIABILITY & WARRANTY

13.1. It shall be the duty of the purchaser to inspect the goods as soon as they are delivered and The Company shall not be liable for any shortages in the quantity delivered unless a claim in writing shall have been received by the Company from the Purchaser within 7 days of delivery of the Goods.

13.2 Purchasers understand and recognise that racing parts and equipment, such as disc brakes, hubs, etc. and all parts, inventory and services manufactured and/or sold by the Company are exposed to many and varied conditions due to the manner in which they are installed and used. Purchasers and the Company consciously desire to make their own bargain, irrespective of any court decision and purchasers agree upon good faith and in consideration for being allowed to purchase from the Company does not make any affirmation of fact or promise to purchase which relates to said parts, inventory or services, that becomes part of the basis of the bargain between the Company and purchasers. Nor does the Company make, or cause to be made to purchaser any description of the goods sold to purchaser nor does the Company make, or cause to be made, as part of the basis of the bargain with purchasers any description of affirmation of fact concerning any sample or model of racing parts, and equipment inventory or service.

As further consideration for purchasers using racing parts and equipment any and all inventory and services, purchasers acknowledge that due to the differing conditions and circumstances under which all equipment and parts are installed and used, purchasers are not relying on the Company's skill or judgement to select or furnish the proper part or equipment. Purchasers expressly affirm they are relying upon their own skill or judgement to select and purchase suitable goods.

It is expressly understood and agreed between purchasers and the Company that as part of the bargain between the Company and purchasers, and in consideration of doing business with each other, all purchasers take, select and purchase said racing parts, equipment, any and all inventory, or services from the Company as is and "with all faults" and the firm shall always provide purchasers with a full and complete opportunity to examine, at purchasers' leisure and convenience, any racing parts, and equipment, any and all inventory, or services when purchasing or contemplating purchasing from the Company.

13.3. Subject to the foregoing all conditions, warranties or representations expressed or implied by statute common law or otherwise in relation to the Goods are hereby excluded furthermore the Company shall be under no liability to the Purchaser for any loss damage or injury direct or indirect resulting from defective material faulty workmanship or otherwise howsoever arising out of the Contract and whether or not cause by the negligence of the Company its servants or agents.

14. LICENSES AND CONSENTS

14.1. The Contract is conditional upon the obtaining of all licenses or consents necessary for its performance (other than for the importation of the Goods by the Purchaser) in which connection the Purchaser shall sign all such forms and documents and render such other assistance to the Company as may be necessary.

14.2. The Purchaser shall obtain at its own expense any license or consent required for the importation of the Goods by the Purchaser and if necessary or as required shall produce evidence of the same to the Company on demand.

15. FORCEMAJEURE

15.1. The Company shall not be liable to the Purchaser for any loss or damage which may be suffered by the Purchaser as a direct or indirect result of the supply of the Goods by the Company being prevented hindered or delayed by reason of any force majeure circumstances.

15.2. In this Condition "force majeure circumstances" shall mean any act of God, riot, strike, lock-out, trade dispute or labour disturbance, accident, breakdown of plant or machinery, fire, flood, difficulty in obtaining workmen, materials or transport or other circumstances whatsoever outside the control of the Company affecting the provision of the Goods or of raw materials therefore by the Companvs usual source of supply or the manufacture of the goods by the Company's normal means or the delivery of the Goods by the Company's normal route or means of delivery.

16. TERMINATION

If any of the events specified in clause 10(c) hereof occur to the Purchaser or if the Purchaser commits any breach of any part of the Contract the Company may stop all Goods in transit howsoever carried without being liable for loss and further may suspend future deliveries by notice in writing to the Purchaser and-or may forthwith determine the Contract without prejudice to the provisions of clause 7.2 hereof and to any existing claim.

17. WAIVER

The failure on the part of either party to the Contract to exercise or enforce any rights conferred by the Contract shall not be deemed to be a waiver of any such rights nor operate so as to bar the exercise or enforcement thereof at any time or times thereafter.

18. NOTICES

Any notice required to be given hereunder in writing shall be deemed to have been duly given if sent by pre-paid first-class post telex or telegraph addressed to the party concerned at its principal place of business or last known address.

19. HEADINGS

Headings to any of these Conditions are included to facilitate reference only and shall not affect the construction hereof. The aforesaid terms are and shall be construed and treated as separate and severable contractual terms.

20. GOVERNING LAW

This Contract shall be governed by the Laws of England and the English Courts shall have exclusive jurisdiction in relation thereof.