WHYTECLIFF CONSULTANTS LTD. STANDARD TERMS OF USE FOR SALE OF GOODS

1. DEFINITIONS

In this document the following words shall have the following meanings:

1.1 "Buyer" means the organisation or person who buys Goods from the Seller;

1.2 "Goods" means the articles to be supplied to the Buyer by the Seller;

1.3 "Intellectual Property Rights" means all patents, registered and unregistered designs, copyright, trade marks, know-how and all other forms of intellectual property wherever in the world enforceable;

1.4 "Seller" means Whytecliff Consultants Ltd. or any of its subsidiaries.

2. GENERAL

2.1 These Terms and Conditions shall apply to all contracts for the sale of Goods by the Seller to the Buyer to the exclusion of all other terms and conditions referred to, offered or relied on by the Buyer whether in negotiation or at any stage in the dealings between the parties, including any standard or printed terms tendered by the Buyer.

2.2 Any variation to these Terms and Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Seller.

2.3 The Contract may only be cancelled by the Buyer with the written consent of the Seller. The Buyer shall be responsible for payment in full of all losses (including loss of profit), costs, damages, charges and expenses incurred (directly or indirectly) by the Seller as a result of such cancellation.

3. PRICE AND PAYMENT

3.1 The price is exclusive of customs duties, value added, purchase or any other applicable taxes or costs. Carriage shall be paid for by the Buyer.

3.2 Payment shall only be deemed received by the Seller from the Buyer upon receipt by the Seller of cleared funds net of any bank charges. Payment shall be made in full without any deduction, set off or abatement on any grounds.

4. DELIVERY

4.1 Unless otherwise agreed in writing, delivery of the Goods shall take place at the address specified by the Buyer on the date specified by the Seller. The Buyer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery.

4.2 The date of delivery specified by the Seller is an estimate only. Time for delivery shall not be of the essence of the contract.

4.3 The Seller may deliver the Goods in instalments in any sequence. Deliveries of further instalments and performance of further sections may be withheld until the Goods comprised in earlier instalments and / or sections have been paid for in full. Default by the Seller, howsoever caused, in respect of one or more instalments shall not entitle the Buyer to terminate the Contract as a whole.

4.4 If the Seller is unable to deliver the Goods for reasons beyond its control, then the Seller shall be entitled to place the Goods in storage until such times as delivery may be effected and the Buyer shall be liable for any expense associated with such storage. In addition delivery of the Goods shall be deemed to have taken place and the Buyer is responsible for insurance when the Goods are storage.

4.5 The Buyer shall be responsible for complying with any legislation or regulations governing the importation of Goods into the country of destination and for the payment of duties or taxes on them.

5. RISK

5.1 Risk in the Goods shall pass to the Buyer at the moment the Goods are dispatched from the Seller`s premises. Where the Buyer chooses to collect the Goods itself, risk will pass when the Goods are entrusted to it or set aside for its collection, whichever happens first.

5.2 The Buyer shall be responsible for the insurance of the Goods from the time that the goods are ready for delivery as notified by the Company to the Buyer. Failure to do so shall be at the risk of the Buyer and the Seller shall take no responsibility for loss or damage.

5.3 The Seller shall make suitable arrangements for the carriage of the Goods. Goods will be packed so as to adequately protect against damage in normal conditions of transit of usual duration. Where, at the Buyer’s request, Goods are forwarded by any means involving a higher carriage charge than would be incurred by the Seller’s usual means of carriage, the additional cost shall be paid by the Buyer in addition to and at the same time as the price.

6. TITLE

Title in the Goods shall not pass to the Buyer until the Seller has been paid in full for the Goods.

7. WARRANTY

7.1 The Buyer is relying on its own skill and judgment in relation to the Work irrespective of any knowledge of the Seller or its servants, agents or employees or as to the purpose for which the Work is supplied or its suitability.

7.2 Subject to Clauses 7.1 and 7.3 the Seller warrants that all Goods shall upon delivery be of satisfactory quality and be reasonably fit for any purpose for which they are commonly supplied and that all Services shall be carried out with reasonable skill and care.

7.3 The warranty given in Clause 7.2 will not apply:

7.3.1 where the defect complained of arises from any drawing, design, specification or IPR supplied by the Buyer or arises from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Seller’s instructions (whether oral or in writing or whether relating without limit to the fabrication (including, without limit, the quality or performance of fabrics), operation, use or maintenance of the Goods), or misuse or alteration or repair of the Goods without the Seller’s approval;

7.3.2 if the Seller or its agents is not permitted to safely inspect the Goods;

7.3.3 to any parts, materials or equipment not manufactured by the Seller, in respect of which the Buyer shall only be entitled to the benefit of any warranty or guarantee is given by the manufacturer to the Seller.