TERMS AND CONDITIONS OF PURCHASE

1. INTERPRETATION

1.1 The definitions and rules of interpretation in this condition apply in these

conditions.

Company: WLS Limited;

Company Materials: any and all materials, documents, data and equipment provided by the

Company to the Supplier in order to enable the Supplier to fulfil its obligations under

the Contract;

Conditions: these Terms and Conditions of Purchase;

Confidential Information : information (in any form whatsoever) that is disclosed to the Supplier

and is confidential to the Company or to any third party to whom the Company owes

a duty of confidentiality, (or should reasonably be supposed to be so confidential),

including the provisions of the Contract, the Company Materials and any and all

information relating to the Goods, but excluding confidential information which, at the

time of its disclosure to the Supplier, is in the public domain otherwise than by

breach of the provisions of the Contract, any third-party agreement or law (other than

by virtue of any confidentiality undertaking signed by or on or behalf of the Supplier

before the date of the Contract);

Contract: the Order and the Supplier's acceptance of the Order;

Goods: any goods and/or services agreed in the Contract to be purchased by the Company

from the Supplier (including any part or parts of them);

Intellectual Property Rights: any design rights, utility models, patents, inventions,

logos, business names, trademarks, domain names, copyright, moral rights, rights in

databases, source codes, reports, drawings, specifications, know how, trade secrets,

rights in software, rights in the nature of unfair competition and the right to sue for

passing off and any other equivalent or similar rights to any of the foregoing in any

jurisdiction, whether registered or unregistered;

Order: the Company's written instructions to supply the Goods, incorporating these Conditions.

For the avoidance of doubt, an Order for goods shall include an Order for services

and these Conditions shall apply, without limitation, to services as well as to goods;

Supplier: the person, firm or company who accepts the Order;

1.2 A reference to a particular law is a reference to it as it is in force for the time

being taking account of any amendment, extension, application or re-enactment and

includes any subordinate legislation for the time being in force made under it.

1.3 Words in the singular include the plural and in the plural include the singular.

1.4 A reference to one gender includes a reference to the other gender.

1.5 A reference to ‘parties’ is a reference to the Company and the Supplier and

‘party’ shall be construed accordingly.

1.6 Condition headings do not affect the interpretation of these Conditions.

2. APPLICATION OF TERMS

2.1 Subject to any variation under Condition 2.4, these Conditions are the only

conditions upon which the Company is prepared to deal with the Supplier and they

shall govern the Contract to the exclusion of all other terms or conditions.

2.2 Each Order for Goods by the Company from the Supplier shall be deemed to be

an offer by the Company to buy Goods subject to these Conditions and shall not be

deemed to be accepted until the Supplier accepts the offer either expressly by giving

notice of acceptance, or impliedly by fulfilling the Order.

2.3 No terms or conditions endorsed upon, delivered with or contained in the

Supplier's Terms and Conditions of Sale or Supply, quotation, acknowledgement or

acceptance of order, specification or similar document shall form part of the Contract

and the Supplier waives any right which it otherwise might have to rely on such terms

and conditions.

2.4 These Conditions apply to all of the Company's purchases and any variation to

these Conditions shall have no effect unless expressly agreed in writing by the

Company.

2.5 The Supplier shall have no power or authority to bind or pledge the Company

and shall not hold itself out, or permit itself to be held out, as having any such power

or authority.

3. QUALITY AND DEFECTS

3.1 The Goods shall be of the best quality and workmanship, be in accordance with

any design and be in any material specified by the Company, be without fault, be

capable of any and all standards of performance requested by the Company, be fit

for any purpose made known to the Supplier expressly or by implication, comply with

any relevant current legislation and conform to any tolerances specified by the

Company and in all respects with the Order and specification specified, advised by or

provided by the Company to the Supplier.

3.2 The Company's rights under these Conditions are in addition to the statutory

conditions implied in favour of the Company by the Sale of Goods Act 1979 and the

Supply of Goods and Services Act 1982.

3.3 At any time prior to delivery of the Goods to the Company, the Company shall

have the right to inspect and test the Goods.

3.4 If the results of such inspection or testing cause the Company to be of the

opinion that the Goods do not conform or are unlikely to conform with the Order or to

any specifications and/or patterns supplied or advised by the Company to the

Supplier, the Company shall inform the Supplier and the Supplier shall immediately

take such action as is necessary to ensure conformity and in addition the Company

shall have the right to require and witness further testing and inspection.

3.5 Notwithstanding any such inspection or testing, the Supplier shall remain fully

responsible for the Goods and any such inspection or testing shall not diminish or

otherwise affect the Supplier's obligations under the Contract.

4. SERVICE STANDARDS

4.1 If the Contract requires the Supplier to provide services to the Company, then

the Supplier shall, throughout the duration of the Contract and without limitation:

(a) perform the services in a good and workmanlike manner;

(b) employ competent staff, and ensure that such staff are subject to adequate

supervision and that they discharge their duties diligently, and supply to such

staff full and proper instructions regarding anything required to perform the

Supplier’s obligations under the Contract; and

(c) observe any reasonable instructions given to it by the Company in connection

with the performance of its obligations under the Contract.

4.2 The Company shall have the right at any time to inspect any services performed

by the Supplier pursuant to the Contract and the Supplier shall allow all reasonable

access and assistance to the representatives of the Company to enable such

representatives to carry out the inspection promptly, including providing the

Company with any information that may be reasonably required.

4.3 The Supplier may not subcontract anything required to fulfill the Supplier’s

obligations under the Contract (which, for the avoidance of doubt, includes any such

obligation with respect to any goods, as well as services), without the prior written

consent of the Company.

5. INDEMNITY

5.1 The Supplier shall keep the Company indemnified in full against all direct,

indirect or consequential liabilities (all three of which terms include, without limitation,

loss of profit, loss of business, depletion of goodwill and like loss), loss, damages,

injury, costs and expenses (including legal and other professional fees and

expenses) awarded against or incurred or paid by the Company as a result of or in

connection with:

(a) any failure of the Goods to comply with any of the requirements of Condition

3.1 (including any engineering costs incurred by the Company as a direct or

indirect result of any such failure, in which event the Company may charge

those costs to the Supplier and may, upon written notice to the Supplier,

deduct those costs from any future payments due to the Supplier);

(b) any failure to fulfil any obligation set out in Condition 4.1;

(c) any infringement or alleged infringement of any Intellectual Property Rights

caused by the use, production or supply of the Goods; and

(d) any claim made by or against the Company in respect of any liability, loss,

damage, injury, cost or expense sustained by the Company or its employees

or agents or by any customer or third party to the extent that such liability,

loss, damage, injury, cost or expense was caused by, relates to or arises as a

direct or indirect consequence of a breach of, or negligent performance of, or

failure or delay in the performance of any of the Supplier’s obligations under

the Contract.

5.2 The Supplier shall, throughout the Contract, maintain a policy of insurance

which shall contain terms appropriate to provide adequate coverage for any and all

risks contemplated in Condition 5.1 above and which shall also be of an amount

sufficient to provide adequate coverage for any and all such risks. The Supplier shall,

upon request by the Company, produce such policy of insurance to the Company for

inspection.

6. DELIVERY

6.1 The Goods shall be delivered, carriage paid, to the Company's place of

business or to such other place of delivery as is agreed by the Company in writing

prior to delivery of the Goods. The Supplier shall off-load the Goods at its own risk as

directed by the Company.

6.2 The date for delivery shall be specified in the Order, or if no such date is

specified then delivery shall take place within 14 days of the date of the Order.

6.3 The Supplier shall invoice the Company upon, but separately from, despatch of

the Goods to the Company.

6.4 The Supplier shall ensure that each delivery is accompanied by a delivery note

which shows, among other things, the Order number, date of Order, number of

packages and contents and, in the case of part delivery, the outstanding balance

remaining to be delivered.

6.5 Time for delivery shall be of the essence.

6.6 Unless otherwise stipulated by the Company in the Order, deliveries shall only

be accepted by the Company within normal business hours.

6.7 If the Goods are not delivered on the date for delivery then, without prejudice to

any other rights which it may have, the Company reserves the right to:

(a) cancel the Contract in whole or in part;

(b) refuse to accept any subsequent delivery of the Goods which the Supplier

attempts to make;

(c) recover from the Supplier any expenditure reasonably incurred by the

Company in obtaining the Goods in substitution from another supplier; and

(d) claim damages for any additional costs, loss or expenses incurred by the

Company which are in any way attributable to the Supplier's failure to deliver

the Goods on the due date.

6.8 If the Supplier requires the Company to return any packaging material to the

Supplier that fact must be clearly stated on any delivery note delivered to the

Company and any such packaging material shall only be returned to the Supplier at

the cost of the Supplier.

6.9 Where the Company agrees in writing to accept delivery by instalments the

Contract shall be construed as a single contract in respect of each instalment.

Nevertheless failure by the Supplier to deliver any one instalment shall entitle the

Company at its option to treat the whole Contract as repudiated.

6.10 If the Goods are delivered to the Company in excess of the quantities ordered the

Company shall not be bound to pay for the excess and any excess shall be and shall

remain at the Supplier's risk and shall be returnable at the Supplier's expense.

6.11 The Company shall not be deemed to have accepted the Goods until it has had 30

days to inspect them following delivery. The Company shall also have the right to

reject the Goods as though they had not been accepted for 30 days after any latent

defect in the Goods has become apparent. Any Goods rejected by the Company

shall remain at the Supplier's risk and shall be returnable at the Supplier's expense.

7. RISK AND PROPERTY

7.1 The Goods shall remain at the risk of the Supplier until delivery to the Company

is complete (including off-loading and stacking) when ownership of the Goods shall

pass to the Company.

7.2 The Supplier shall, throughout the Contract, maintain a policy of insurance

which shall contain terms appropriate to provide adequate coverage for any and all

risks, damage and loss contemplated in Condition 7.1 above and which shall also be

of an amount sufficient to provide adequate coverage for any and all such risks

damage and/or loss. The Supplier shall, upon request by the Company, produce

such policy of insurance to the Company for inspection.

8. PRICE

8.1 The price of the Goods shall be stated in the Order and unless otherwise agreed

in writing by the Company shall be exclusive of value added tax but inclusive of all

other charges.

8.2 No variation of the price nor any extra charges shall be accepted by the

Company.

9. PAYMENT

9.1 Payment of the price of the Goods will be made 30 days from the end of the

month of receipt by the Company of the Supplier's invoice, but time for payment shall

not be of the essence of the Contract.

9.2 Without prejudice to any other right or remedy, the Company reserves the right

to set off any amount owing at any time from the Supplier to the Company against

any amount payable by the Company to the Supplier under the Contract.

10. CONFIDENTIALITY

10.1 Without prejudice to any confidentiality undertaking signed by or on or behalf of the

Supplier before the date of the Contract, the Supplier undertakes, in favour of the

Company that the Supplier shall:

(a) treat Confidential Information as strictly confidential;

(b) not disclose, communicate, disseminate, distribute or otherwise make available

Confidential Information to any third party except:

(i) to such of the Supplier’s employees, agents or sub-contractors (if

bound by equivalent obligations of confidentiality) as reasonably need

to know the same in connection with the obligations under the

Contract; or

(ii) if required to be disclosed by applicable law or order of a court of

competent jurisdiction or other competent authority; and

(c) not use Confidential Information for any purpose whatsoever other than to fulfil

the Supplier’s obligations under the Contract.

10.2 Without limiting the generality of Condition 10.1, the Supplier shall not without the

prior consent of the Company in writing mention the Company’s name in connection

with the Contract in any publicity material or other similar communications to third

parties.

10.3 Without limiting the generality of Condition 5.1, the Supplier furthermore agrees to

promptly and fully indemnify and hold the Company harmless against any liability,

loss, damage, cost, charge or expense arising directly or indirectly from any breach

of Conditions 10.1 or 10.2.

10.4 The Supplier's obligations with respect to possession of any materials embodying

Confidential Information upon termination of the Contract are set out in Condition

13.3.

11. NON-SOLICITATION

11.1 The Supplier covenants with the Company that it shall not, in competition with the

Company, on its own account, or as a director, employee, employer or agent of any

other party, directly or indirectly throughout the duration of the Contract and for a

period of 12 months from the date of termination or expiration of the Contract,

transact business with or solicit for business any customers of the Company who are

customers at the date of termination or expiration of the Contract or within 12 months

immediately preceding that date, or solicit or entice or endeavour to entice away from

the Company throughout the duration of the Contract or for a period of 12 months

from the date of termination or expiration of the Contract, any employees or suppliers

of the Company.

11.2 Without limiting the generality of Condition 5.1, the Supplier furthermore agrees to

promptly and fully indemnify and hold the Company harmless against any liability,

loss, damage, cost, charge or expense arising directly or indirectly from any breach

of Condition 11.1.

12. USE OF COMPANY MATERIALS AND INTELLECTUAL PROPERTY RIGHTS

12.1 As and between the Company and the Supplier, all Company Materials shall at all

times be and shall remain the exclusive property of the Company and shall be

surrendered to the Company upon demand and in the condition in which they were

originally provided to the Supplier and are to be used by the Supplier solely in order

to fulfill the Supplier’s obligations under the Contract. The Supplier agrees that no

copy of any Company Materials shall be made without the consent in writing of the

Company and that no Company Materials may be disclosed, communicated,

disseminated, distributed or otherwise made available to any third party. Until the

Supplier returns the Company Materials to the Company, they shall be held by the

Supplier at the Supplier's risk and shall be insured by the Supplier at the Supplier's

own expense against any risk of loss, theft or damage. Any loss of, or damage to,

any Company Materials shall be made promptly and fully good by the Supplier, at the

Supplier's expense and the Supplier furthermore agrees to promptly and fully

indemnify and hold the Company harmless against any liability, loss, damage, cost,

charge or expense arising directly or indirectly from any other breach of this

Condition 12.1, in either case without limiting the generality of Condition 5.1.

12.2 To the extent that any Intellectual Property Rights are owned by the Supplier or

licensed to the Supplier by any third party and any such Intellectual Property Rights

are to be utilised by the Company, the Supplier grants a perpetual, royalty-free

licence or sub-licence in any such Intellectual Property Rights to the Company and

warrants that the use of any such Intellectual Property Rights by the Company will

not infringe the rights of any third party. The Supplier's obligations with respect to

possession of Company Materials upon termination of the Contract are set out in

Condition 13.3.

13. TERMINATION

13.1 The Company shall have the right at any time and for any reason to terminate the

Contract in whole or in part by giving the Supplier written notice whereupon all work

on the Contract shall be discontinued and the Company shall pay to the Supplier fair

and reasonable compensation for work-in-progress at the time of termination but

such compensation shall not include loss of anticipated profits or any consequential

loss.

13.2 The Company shall have the right at any time by giving notice in writing to the

Supplier to terminate the Contract forthwith without liability to the Supplier if:

(a) the Supplier commits a material breach of any of the terms and conditions

of the Contract and (if such a breach is remediable) fails to remedy that

breach within 14 days of being notified in writing of the breach; or

(b) the Supplier repeatedly breaches any of the terms of the Contract in such

a manner as to reasonably justify the opinion that its conduct is

inconsistent with it having the intention or ability to give effect to the terms

of the Contract; or

(c) any distress, execution or other process is levied upon any of the assets

of the Supplier; or

(d) the Supplier has a bankruptcy order made against it or makes an

arrangement or composition with its creditors, or otherwise takes the

benefit of any statutory provision for the time being in force for the relief of

insolvent debtors, or (being a body corporate) convenes a meeting of

creditors (whether formal or informal), or enters into liquidation (whether

voluntary or compulsory) except a solvent voluntary liquidation for the

purpose only of reconstruction or amalgamation, or has a receiver or

manager, administrator or administrative receiver appointed of its

undertaking or any part thereof, or documents are filed with the court for

the appointment of an administrator of the Supplier or notice of intention to

appoint an administrator is given by the Supplier or its directors or by a

qualifying floating charge holder (as defined in paragraph 14 of Schedule

B1 to the Insolvency Act 1986), or a resolution is passed or a petition

presented to any court for the winding-up of the Supplier or for the

granting of an administration order in respect of the Supplier, or any

proceedings are commenced relating to the insolvency or possible

insolvency of the Supplier; or

(e) the Supplier ceases or threatens to cease to carry on its business; or

(f) the financial position of the Supplier deteriorates to such an extent that in

the opinion of the Company the capability of the Supplier adequately to

fulfil its obligations under the Contract has been placed in jeopardy.

13.3 Upon termination of the Contract, however arising, the Supplier shall promptly deliver

up to the Company, or otherwise permanently delete or dispose of at the Company’s

direction, all Company Materials and any other materials embodying Confidential

Information that may be in the Supplier’s possession or control.

13.4 The termination of the Contract, however arising, shall be without prejudice to the

rights of the Company accrued prior to termination. Any Conditions which expressly

or impliedly have effect after termination shall continue to be enforceable

notwithstanding termination.

14. REMEDIES

14.1 Without prejudice to any other right or remedy which the Company may have, the

Company shall be entitled to avail itself of any one or more of the following remedies

at its discretion:

(a) to rescind the Order;

(b) to reject the Goods (in whole or in part) and return them to the Supplier at the

risk and cost of the Supplier on the basis that a full refund for the Goods so

returned shall be paid forthwith by the Supplier;

(c) at the Company's option to give the Supplier the opportunity at the Supplier's

expense either to remedy any defect in the Goods or to supply replacement

Goods and carry out any other necessary work to ensure that the terms of the

Contract are fulfilled;

(d) to refuse to accept any further deliveries of the Goods but without any liability

to the Supplier;

(e) to carry out at the Supplier's expense any work necessary to make the Goods

comply with the Contract; and

(f) to claim such damages as may have been sustained in consequence of the

Supplier's breach or breaches of the Contract.

15. ASSIGNMENT

15.1 The Supplier shall not be entitled to assign the Contract or any part of it without the

prior written consent of the Company.

15.2 The Company may assign the Contract or any part of it to any person, firm or

company.

16. FORCE MAJEURE

The Company reserves the right to defer the date of delivery or payment or to cancel the

Contract or reduce the volume of the Goods ordered if it is prevented from or

delayed in the carrying on of its business due to circumstances beyond the

reasonable control of the Company including, without limitation, acts of God,

governmental actions, war or national emergency, acts of terrorism, protests, riot,

civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour

disputes (whether or not relating to either party's workforce), or restraints or delays

affecting carriers or inability or delay in obtaining supplies of adequate or suitable

materials.

17. GENERAL

17.1 Each right or remedy of the Company under the Contract is without prejudice to any

other right or remedy of the Company whether under the Contract or not.

17.2 The Contract constitutes the entire agreement between the parties with respect to its

subject matter and supersedes all prior and contemporaneous agreements and

understandings between the parties.

17.3 If any provision of the Contract is found by any court, tribunal or administrative body

of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable,

unenforceable or unreasonable it shall, to the extent of such illegality, invalidity,

voidness, voidability, unenforceability or unreasonableness, be deemed severable

and the remaining provisions of the Contract and the remainder of such provision

shall continue in full force and effect.

17.4 Failure or delay by the Company in enforcing or partially enforcing any provision of

the Contract shall not be construed as a waiver of any of its rights under the

Contract.

17.5 Any waiver by the Company of any breach of, or any default under, any provision of

the Contract by the Supplier shall not be deemed a waiver of any subsequent breach

or default and shall in no way affect the other terms of the Contract.

17.6 The parties to the Contract do not intend that any term of the Contract shall be

enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any

person that is not a party to it.

17.7 The formation, existence, construction, performance, validity and all aspects of the

Contract shall be governed by English law and the parties submit to the exclusive

jurisdiction of the English courts.

18. COMMUNICATIONS

18.1 All communications between the parties about the Contract shall be in writing and

delivered by hand or sent by pre-paid first class post or sent by fax or email:

(a) (in case of communications to the Company) to its registered office or such

changed address as shall be notified to the Supplier by the Company; or

(b) (in the case of the communications to the Supplier) to the registered office

of the addressee (if it is a company) or (in any other case) to any address

of the Supplier set out in any document which forms part of the Contract or

such other address as shall be notified to the Company by the Supplier.

18.2 Communications shall be deemed to have been received:

(a) if sent by pre-paid first class post, two days (excluding Saturdays, Sundays

and bank and public holidays) after posting (exclusive of the day of

posting); or

(b) if delivered by hand, on the day of delivery; or

(c) if sent by fax or email, on a working day prior to 4.00 pm, at the time of

transmission and otherwise on the next working day.