STANDARD TERMS AND CONDITIONS OF SALE

SHOWERLUX UK LIMITED

1. DEFINITIONS

In these terms and conditions:

(a). “Buyer” means the person, firm or company from whom an Order is accepted by the Seller

(b). “Seller” means Showerlux U.K. Limited

(c). “Goods” means the articles or things supplied by the Seller to the Buyer

(d). “Order” means the order placed by the Buyer for the supply of the Goods

(e). “Conditions” means these Standard Terms and Conditions of Sale

(f). “Contract” means the Contract between the Seller and the Buyer for the Sale of Goods

2. THE AGREEMENT

(a). These Conditions shall apply to all agreements between the Seller and the Buyer relating to the Sale of Goods and to any deliveries made through the agency of any company associated with the Seller

(b). These Conditions may not be varied except in writing by the Director of the Seller and in particular no Agent of the Seller shall have power to vary these Conditions unless such variation is confirmed as aforesaid.

(c). These Conditions shall override any terms and conditions stipulated, incorporated or referred to by the Buyer in any order, correspondence, negotiations or in any other way.

(d). No Order is binding in the Seller until accepted by the Seller in writing by the issue of the Seller’s official order acknowledgement notwithstanding any act or statement of the Seller prior to such issue

(e). Subject to clause 2(d) above acceptance of delivery of the Goods by the Buyer shall be deemed to constitute acceptance of these Conditions

(f). The invalidity of any term or condition herein will not affect the validity of any other term and condition.

(g). The rights of the Seller shall not be prejudiced or restricted by any indulgence or forbearance extended to the Buyer and no wavier of any breech shall operate as a wavier of any subsequent breach.

(h). If the Buyer becomes insolvent or is subject to a Receiving Order or is in Liquidation (except for the purposes of reconstruction or amalgamation) the Contract shall immediately determine without prejudice to the Seller’s right to payment and to recover any damaged suffered by the Seller regardless of which party terminated the Contract

3. CANCELLATION

(a). Cancellation by the Buyer without the Seller’s written permission will entitle the Seller to repudiate the Contract and retain any monies paid in advance.

4. PRICES

(a). Unless otherwise agreed in writing all prices quoted are inclusive of delivery to the Buyer but excluding V.A.T. All additional charges such as cost of carriage insurance, fees for export, transit, import and other permits and certificates and all taxes and Custom duties shall be borne by the Buyer

(b). The Seller reserves the right to raise the prices of before delivery of the Goods wage rates or the price of raw materials increase.

(c). The Buyer shall not be entitled to make any deduction from the price of the Goods in respect of set-offs or counter-claims unless approved by a Director of the Seller in writing.

5. PAYMENT TERMS

(a). Unless otherwise agreed in writing, payment for the Goods shall be due in full together with any V.A.T. 30 days after the date of the invoice.

(b). Time for payment of the price shall be the essence. The Seller shall be entitled to charge interest on overdue amounts from the due-date until payment at the rate of three per cent (3%) per month over the rate of interest charged to the Seller or Midland Bank base rate whichever is the greater.

(c). The Seller in addition to all other rights shall be entitled to suspend further deliveries, demand security for payment, cancel any allowance of further credit and terminate the Contract in the event of:

(i) any payments under the Contract (or any other contract between the Seller and the Buyer or any other subsidiary or associated company of the Buyer)not being made when due or

(ii) the Seller in its sole discretion at any time considering that the financial condition of the Buyer has ceased to justify any such terms being permitted

6. DELIVERY AND RISK

(a). All quotations and Contracts are for delivery of the Goods to the Buyer. Any delivery date is approximate only and the Seller shall be entitled to deliver within 30 days after such dates.

(b). The Seller reserves the right to make delivery at any address notified to the Seller in writing by the Buyer.

(c). The Seller reserves the right to make delivery by instalments each of which shall operate as a separate Contract.

7. PASSING OF PROPERTY AND RETENTION OF TITLE

(a). Notwithstanding delivery the property in the Goods shall not pass to the Buyer until the Buyer has paid in full the price of the Goods

(b). Furthermore the property in the Goods shall not pass to the Buyer unless and until the full price of any other delivered goods the subject of any other business transaction between the Buyer and the Seller has been paid. Such price and the price of the Goods shall hereinafter together be called “the value” and shall where the context so permits include in addition thereto any costs of repossession incurred pursuant to paragraph (iv) of clause (c) hereof.

(c). Until the value has been received by the Seller the Buyer will hold the Goods as bailee on behalf of the Seller and the Buyer hereby acknowledges that there shall accordingly subsist a fiduciary relationship in respect of the Goods between the Buyer and the Seller. Subject thereof:

(i) The Buyer will store the Goods on its premises separately from its own goods or those of any other person in such a way that they can be readily identified as the goods of the Seller;

(ii) Until payment as aforesaid the Buyer will take all necessary measures for the protection of the Goods including the insurance thereof against all the usual risks with an insurance company approved by the Seller for the full replacement value of the Goods. The Buyer will procure that the interest of the Seller is noted upon any policy of insurance effected pursuant hereto and that a copy of the same is supplied to the Seller on the creation thereof;

(iii) The Buyer is authorised by the Seller to agree to sell on the Goods at a price which shall nevertheless be no less than the purchase price of the Goods here under subject to the express condition that the entire proceeds thereof are held in trust for the Seller and are not mingled with other monies or paid into any overdrawn bank account and shall be at all times identifiable as the Seller’s money. The Buyer shall keep records (to be produced to the Seller whenever required) of the name and address of any such sub-purchaser and the date and contract price of each delivery and shall if the Seller so requires in writing assign such claims as the Buyer has against such sub-purchasers as emanate from this transaction;

(iv) The Seller, may, at any time if payment is overdue in whole or in part without prejudice to any other right arising pursuant to or consequent upon this Agreement, for the purposes of recovery of the Goods, enter upon any premises where the Goods are stored or where they are reasonably thought to be stored and may repossess the same. All costs and expenses reasonably incurred by the Seller in connection with such recovery shall be paid by the Buyer;

(v) It is declared for the avoidance of doubt without prejudice to the generality of the foregoing that the Seller may recover the Goods and payment shall become due if:-

(A) The Buyer does or fails to do anything which would entitle an Administrator or Administrative Receiver to take possession of any of its assets or which would entitle any person to present a petition to wind up the Buyer; and/or

(B) The Buyer passes any resolution to wind itself up or publishes a notice convening a meeting of its creditors pursuant to section 98 of the Insolvency Act 1996 or any statutory modification or replacement thereof; and/or

(C) The Buyer if an individual has a Bankruptcy Order made against it or enters into any arrangement for the benefit of its creditors generally

(d). Each of the preceding Clauses and sub-paragraphs shall be construed and shall take effect separately and in the event of one or more such Clauses or sub-paragraphs being held ineffective this shall not affect the validity of the remaining Clauses or sub-paragraphs.

(e). Certain packaging and transport materials including but without limitation thereto containers, cans, drums, crates, pallets remain the property of the Seller and the Buyer shall return all such materials to the Seller without delay in a good and proper condition. The Seller reserves the right to charge the Buyer for any materials not returned.

8. INSPECTION/SHORT DELIVERY/NON DELIVERY

(a). The Buyer is under duty to undertake a careful inspection of the Goods on delivery or on collection as the case may be

(b). Where the Goods cannot be examined the carrier’s note or such other note as appropriate shall be marked by the Buyer “not examined” and returned to the Seller

(c). The Seller shall be under no liability for any defects or shortages that would be apparent on a careful inspection if the terms of this clause are not complied with

(d). Subject to Clause 8(c) the Buyer shall notify the Seller in writing of any defects or shortages within 14 days of delivery. Deliveries of Goods subject to shortages or defects reported within 14 days of delivery and returned to the Seller if requested shall subject Clause 9(b) be replaced or credited at the Seller’s option.

(e). In all cases where defects or shortages are complained of the Buyer shall keep the Goods intact as delivered for a period of 14 days after receipt by the Seller of notification under Clause 8(d) during which period the Seller its agents or servants shall be given access to the Goods to investigate the complaint.

(f). If any Goods have been subject to any process of manufacture or modified, altered or used in any way after delivery then the Buyer will be deemed to have accepted such Goods as being in all respect in accordance with the Contract.

(g). The Buyer shall not be entitled to reject the Goods by reason only of short delivery thereof.

(h). If the Buyer does not receive any invoiced goods within 10 days of invoice, he shall immediately notify in writing the Seller of such non-receipt. Should the Buyer fail to so notify the Seller, the Seller shall not be liable for non-delivery of the goods and the Buyer shall be liable to the Seller for any loss damage he may suffer in consequence of their omission to notify their carriers or insurers of the non-arrival of the goods.

(i). The Seller shall have no liability to the Buyer in the event of non-delivery of the whole or any portion of the goods caused directly or indirectly by Act of God, elements, War, Act of Government, strikes or lockouts, fire, breakdown of machinery, non-delivery or delay in delivery by the Seller’s suppliers of the goods or materials required therefore failure of the Seller’s contractors to execute or their delay in executing any work on the Goods, or any cause (whether or not ejusdem generis to the foregoing) beyond the Seller’s control. In the event of any delay in delivery or delay in delivery due to any of the aforesaid causes the time for delivery shall be extended to the extent of the delay caused.

9. RETURNED GOODS

(a). Subject to Clause 9(b) a re-stocking cha0rge of 20% of the price of the Goods and a standard carriage charge (applicable at the date of receipt of the returned Goods by the Seller) shall be payable by the Buyer in respect of any returned Goods other than those Goods returned to the Seller under clause 8(d). In the case of Goods either damaged by the Buyer or not coming within the provisions of Clause 8(d) the Seller may in its absolute discretion decide whether to accept the return thereof.

(b). No credit shall be given or replacement made by the Seller for Goods which are no longer packaging or which are no longer sold by the Seller on the date on which the Buyer returns the Goods to the Seller.

(c). If it is practical to repair and repack goods a quotation will be sent to the buyer for acceptance or request for the return of their goods within six months of the receipt of such quotation. The Seller reserves the right to dispose of any goods not returned to the buyer after that time.

10. LIABILITY

(a). Each of the sub-clauses in Clause 10 is to be treated as separate or independent.

(b). Nothing in Clause 10 shall be deemed to exclude or restrict the Seller’s liability for death or personal injury resulting from negligence or any breach of the Consumer Protection Act 1987.

(c). The Seller’s liability for other loss and damage resulting from negligence shall be restricted to the value of the Goods which caused the damage.

(d). The description of the Goods contained in the Contract is deemed to be exhaustive. The measurements, dimensions and weight contained in the Seller’s catalogue is an approximate guide only and do not constitute part of the description of the Goods nor do they constitute representations by the Seller.

(e). The Buyer acknowledges that the Seller’s catalogues, technical circulars, price lists and other literature are subject to change at the discretion of the Seller and that the Buyer does not rely upon the information contained therein.

(f). The Buyer agrees to inform the Seller in writing either before or at the time of placing an order with the Seller of any particular purpose for which the Goods are being purchased. In the absence of such written notification the Seller is deemed not to have notice whether express or implied of such purpose.

(g). Save as expressly stated herein in all Warranties and Conditions whether express or implied by statute (including in particular Sections 13,14, and 15 of the Sale of Goods Act 1970), usage, trade custom or otherwise relating to the quality or nature of the Goods or their life or wear or fitness for any particular purpose or use under any specific conditions are hereby expressly excluded.

(h). The Buyer agrees that it will not make any representation regarding the quality, safety or performance of the Goods to third party purchasers unless such representations are specifically made to the Buyer by the Seller in writing.

(i). The Buyer warrants that it will not make or allow any third party to make modifications or alterations to the Goods otherwise than in accordance with the Seller’s specific written instructions.

(j). The Buyer shall indemnify the Seller against any liable suffered by the Seller attributable to the act or omission of the Buyer or the Buyer’s agent.

(k). In the event that the Seller is threatened with or involved in any legal action, whether civil or criminal, (“the action”) concerning the Goods supplied to the Buyer by the Seller:-

(i) the Buyer will on receipt of a written demand from the Seller make any of the Goods available to the Seller for inspection at such times as the Seller may reasonably request and deliver to the Seller copies of all documents in the Buyer’s custody, possession or control relating to the Goods concerned which are relevant to the action.

(ii) the Buyer will assist the Seller in avoiding or defending the action or minimising the damage resulting from the action including but not limited to tracing the ultimate purchasers of the Goods and hereby irrevocably appoints the Seller as the Attorney of the Buyer for the purpose of exercising for and on behalf of the Seller all of the Buyer’s legal rights against handlers, carriers, warehouses, purchasers and other parties who had contact with the Goods.

(l). Subject to Clause 10(b) the Seller shall not be liable for any consequential or indirect loss suffered by the Buyer whether this loss arises from breach of a duty in contract or tort or in any other way (including loss arising from the Seller’s negligence).

(m). The Seller’s total liability for all claims arising out of any one Contract shall not exceed the Contract price.

11. CONFIDENTIALITY

The Seller shall during and after the termination of the Contract keep confidential all information acquired from the Buyer or which becomes known to the Seller in connection with the Contract or the Seller’s business.

12. ASSIGNMENT

The Buyer shall not assign the Contract without the written agreement of the Seller.

13. GOVERNING LAW AND JURISDICTION

The Contract shall be governed by and construed in accordance with English law and all disputes arising in connection with the Contract shall be submitted to the jurisdiction of the English Courts.