MICROMECH SYSTEMS LTD STANDARD CONDITIONS OF SALE 1. Terms and Conditions. These Terms and Conditions form part of every quotation, offer, or Contract of Sale made by Micromech Systems Limited (hereinafter called the Company) and shall not be varied without express written agreement of the Company. "Company" herein includes Company's servants or agents. 2. Terms of Payment. Standard Terms of Payment, unless otherwise stated, are as follows: (a) Strictly net within 30 days following the date of the invoice for approved accounts only (b) For non approved accounts pro-forma payment or cash with order (c) Failure by the Customer to pay in accordance with the terms of the Contract shall entitle the Company at its option to: (i) withhold future deliveries until such payment has been made and further payments secured to its satisfaction (ii) charge interest at 3% above Barclays Bank PLC base rate for each day the amount remains outstanding after the due date (iii) payment by the due date shall be the essence of the contract (d) In the event of debt recovery proceedings the Company has the right to recover all cost, including 3rd Party costs, from the Customer. 3. Prices. All orders are accepted at prices then ruling. The Company reserves the right to increase or decrease prices quoted should the sterling exchange rate vary more than plus/minus 2½% at the time of invoicing. This quotation/letter/offer/invoice is based on the exchange rate as overleaf. Prices will be increased or decreased according to any increase/decreases in import duty, exchange surcharges, freight charges or manufacturers prices. The Company reserves the right to amend prices to correct errors or omissions. Prices quoted are always on an "ex-works" basis and are exclusive of VAT. The Company will on each shipment make a charge to cover the packaging, transportation and insurance on the goods being supplied. 4. Delivery Dates. All delivery dates quoted are estimated, are not guaranteed, and do not form a term of this Contract. The Company undertakes to make every endeavor to adhere to the delivery schedule but will not accept cancellation of Contract for, or liability for any direct or indirect losses which may arise from, late delivery. Where an order calls for a number of items, the Company reserves the right to despatch all or any number of items as and when available, and Customer shall pay all invoices in respect of such deliveries in accordance with the terms of payment set out above. 5. Delivery. The Company shall not be liable to make good to the Customer any damage or loss arising directly or indirectly out of delay in delivery of the goods nor will the Company be liable for any consequential or special loss claimed by the Customer including without limitation delay retention, loss of profit, loss of production, loss of time charges or liability to any Third Parties. 6. Damage or Loss in Transit. No responsibility will be accepted by the Company for damage or loss of goods in transit. Any such damage should be notified to the Carrier and Company within 4 days of receipt, and the goods held for inspection to enable a claim to be made on the Carrier. If the goods are lost or not received by the Customer within 6 days of date of invoice, the Carrier and Company should be immediately notified. 7. Return of Goods. No goods may be returned without the Company's written consent. Where goods are alleged to be defective or not in conformity with manufacturer's published specification, full details must be given and credit (or replacements) will not be issued until defects have been agreed by the manufacturer. In no circumstances will goods which have been used, altered, or soldered be considered for credit or replacement. 8. Retention of Title. Not withstanding delivery and the passing of risk, the property in and title to the goods shall remain with the seller until the seller has received payment of the full price of a) all Goods and/or Services the subject of the contract and b) all other Goods and/or Services under any contract whatsoever. The Customer must hold the goods delivered hereunder as bailee for the Company until the Customer has: (a) paid the Company in full for such goods. or (b) resold such goods, or articles containing such goods, whichever shall first occur. As bailee, the Customer:- (i) will store such goods, if unused, separately and so as to be identifiable as the property of the Company. and (ii) will be entitled to use the goods and to incorporate them into machinery or other articles, but in such event or events the goods will remain the property of the Company and the Customer will on request and at Customer's expense separate the goods from any machinery or other articles in which they may be incorporated and redeliver them to the Company. If the Customer shall resell the goods, machinery or other articles incorporating such goods to a sub-buyer without having paid the Company as aforesaid, the Customer shall pay the proceeds of such resale, to the extent that the Customer has not so paid the Company, into a separate account in the Company's name in trust for the Company, and pending payment of such proceeds hold the right of enforcing such payment against the sub-buyer in trust for the Company. 9. Quotations. Quotations where given are without commitment and no contract between the Company and the Customer shall arise unless and until the Company has accepted in writing the Customer's order. 10. Acceptance of Quotation. Acceptance of the Company's written quotation shall be taken as acceptance also of these Terms and Conditions of Sale subject to any variation there to agreed by the Company in writing. 11. Sub-Contracting. The Company shall be entitled to sub-contract all or any of its obligations hereunder. 12. Testing and Inspection. Where the Customer requires the Company to commission a component or equipment at the Customer's premises this will constitute a separate Contract between the Customer and the Company. 13. Installation. When the Company undertakes the installation of the equipment or materials supplied at the Customers premises the Company shall not be responsible for any consequential loss or damage occurring as a result thereof nor the third party Claims in connection therewith, 14. Representations, Conditions and Warranties. Save as expressly set out herein, the Company shall not be liable for any representation made by or on behalf of the Company and all conditions and warranties, express or implied, statutory or otherwise are excluded. 15. Warranty and Liability of Company (a) The Company guarantees the goods for a period of twelve months and shall make every reasonable effort to have repaired or replaced free of charge any goods which are, or become, defective through any fault in design, materials or workmanship in the manufacture thereof, provided that such defect occurs within the warranty period and provided that the Customer notifies the Company of any such defect immediately it occurs. Save as aforesaid under no circumstances will the Company be liable, in contract or otherwise for any loss, damage expense, or injury whatsoever, consequential or otherwise, arising out of or in connection with the supply or installation, use or failure of, defect in, the goods sold thereunder. (b) Defective goods should be returned to the Company at the Customer's expense. (c) Such repair or replacement will be the absolute limit of the Company's liability and the Company will not be liable in any circumstances whatsoever for the loss or damage of any kind suffered by the Customer or any Third Party unless the same shall relate to personal injury or death and only then if the same arise out of the Company's negligence. Save as aforesaid the Company shall be under no liability whatsoever in regard to the goods supplied to the Customer. (d) The Company does not warrant or guarantee that the goods will be fit for the Customer's specific purpose unless exact details of such have been notified to the Company prior to the Company's acceptance of the Customer's order. (e) The defective goods are returned to the Company accompanied by a Field Failure Report or a letter stating fully the reasons why the goods are believed by the Customer to be defective, transportation charges being prepaid by the Customer. (f) Examination by the Company of such goods shall disclose to its satisfaction that such defects exist and have not been caused by misuse, neglect, improper installation, improper repair, alteration or accident. (g) The Customer shall pay to the Company the cost (as certified by the Company) of any examination of such goods as a result of which the Company does not admit liability. (h) Where a site visit is requested in respect of equipment supplied by the Company a charge will be levied should the defects prove to be outside the guarantee issued herein. 16. Cancellation of Variation (a) Cancellation of an order of part of an order can only be made by mutual consent, but where the Company agrees that an order may be cancelled the Company nevertheless reserves the right to levy charges on the Customer for any loss the Company has suffered as a result of that cancellation. (b) In the event of the Customer altering the requirements of the Contract after instructions have been received by the Company the Company reserves the right to amend the delivery time and to charge for any consequent losses or costs incurred as a result of the alteration. 17. The Company's Right to Terminate. If the Customer shall make default in or commits breach of the Contract of any other of his obligations to the Company or if any distress or execution shall be levied upon the Customer's property or assets or if the Customer's property or assets or if the Customer shall make or offer to make arrangement or composition with his creditors or commit any act of Bankruptcy shall be presented or made against him or (if the Customer's Limited Company) any resolution or petition to wind up business (other than for the purpose of re-construction or amalgamation) shall be passed or presented or if a Receiver of such Customer is undertaking property or assets or any part thereof shall be appointed the Company shall have the right forthwith to determinate any Contract then subsisting and upon written notice of such determination being posted to the Customer's registered office or last known address any subsisting Contract shall be deemed to have been determined without prejudice to any Claim or right the Company may otherwise make or exercise. 18. Indemnity. The Customer shall indemnify the Company against all actions, claims or demands by third parties whether in tort or otherwise howsoever arising directly or indirectly in connection with the use functioning or state of the goods (or in connection with the performance of services). 19. Force Majeure. The Company will not be liable for any failure or delay in delivery due to causes beyond its control including (but without prejudice to the generality of the foregoing) inability to obtain materials, war, invasion, act of foreign enemy, hostilities (whether war has been declared or not), civil war, rebellion, revolution, insurrection or military or usurped power, accidents, plant breakdowns, interference by labour or strike or lockouts of employees, Acts of God or any restriction regulation order Act omission or operation by any local or municipal authority public corporation or Government department. If by reason of any such circumstances the Company is unable to supply the total demand for a product the Company may allocate its available supply among all its Customers (including the Customer) and itself in what it adjudges to be an equitable basis 20. Law and Interpretation. This Contract shall be governed by English law and the Customer shall submit to the non-exclusive jurisdiction of the English Courts. If any of these Conditions or any part thereof is rendered void or unenforceable by any legislation to which it is subject or by any rule of law it shall be void or unenforceable to that extent and to no further.

MICROMECH SYSTEMS LTD CONTRACT CONDITIONS 1. In these conditions:- (1) The supplier is Micromech Systems Ltd. (2) The customer is the person, firm or company whose acceptance of the supplier's offer forms the contract or whose offer when accepted by the supplier forms the contract. (3) The goods are the articles and equipment to be sold including (if applicable) associated services to be rendered by the supplier as defined in the supplier's offer or in such other documents as may form the contract. 2. Where the customer has been supplied with a copy of these conditions before ordering the goods from the supplier and does not in their order exclude these conditions or make the order subject to other conditions then such order shall be deemed to be an offer subject to these conditions and acceptance thereof by the supplier shall form a contract subject to these conditions. 3. Descriptions, illustrations and particulars of weight, dimensions and other details contained in the supplier's price list, catalogues or other advertising material shall not form part of the contract unless specifically included and the goods and/or services to be supplied shall be defined solely by the contract and any specifications, drawings or other documents specifically referred to therein. 4. Unless performance figures have been stipulated the supplier shall be under no liability merely for failure to obtain any particular performance. Where performance figures have been stipulated they shall be subject to any tolerance specified in the contract or documents referred to therein or if none to tolerances customary in the industry. If performance figures obtained on any test provided for in the contract are outside the tolerance limits the customer shall be entitled to reject the goods but before rejecting the goods or claiming damages the customer will give the supplier a reasonable time and opportunity to rectify the performance of goods. 5. The customer warrants that the full details of the use for which the goods are intended have been given to the supplier. The supplier shall not be liable for failure of the goods to be suitable for any use not specified or insufficiently specified by the customer or for unsuitability of the goods for use with any machinery or equipment of which full details have not been given to the supplier. The customer accepts that the use of the goods with equipment or machinery of which insufficient details have been disclosed to the supplier may be unsafe and the supplier shall not be responsible for lack of safety in such circumstances or resulting from facts or characteristics of associated equipment or machinery or working conditions or any environment not disclosed to the supplier. 6. If as the result of the coming into force after the date of the contract or (if the contract is formed by the acceptance by the customer of an offer by the supplier) the date of the suppliers offer of any Act or regulation or bye-law or the discovery of any new health or safety requirement or precaution or any additional protective or safety equipment work shall be required, the cost thereof will form an extra to the contract price. 7. The time for despatch or delivery shall be as stipulated in the contract. The time for dispatch or delivery shall be extended by a reasonable period if delay in dispatch or delivery is caused by instructions or lack of instructions from the customer or by strikes, lock-outs or by other industrial action or by any cause beyond the reasonable control of the supplier including failure of suppliers or raw material or components to fulfil their contracts with the supplier where such failure is due to any of the aforesaid matters. Unless otherwise agreed in writing time shall not be of the essence of the contract unless and until reasonable notice in writing has been given by the customer to the supplier after default on the part of the supplier making time of the essence. 8. Any variation to the specification shall be agreed in writing between the parties. The variation in price attributable to such variation in specification may be agreed between the parties but in default of such agreement the suppliers shall be entitled to such variation in the price as shall be reasonable. Any variations agreed under this clause shall be deemed to be incorporated in this agreement and these conditions shall apply as well to such variations as to the original agreement. 9. Where the price includes delivery other than at the suppliers premises, the supplier will repair or at its option replace free of charge within a reasonable time all goods lost or damaged in transit provided the supplier is given written notice of such loss or damage within such time as will enable it to comply with the carriers conditions of carriage or where delivery is made by the suppliers own transport within seven days (exclusive of public holidays) after receipt of the advice note. If so requested by the customer prior to the dispatch of the goods the supplier will notify the customer of the name and address of the carrier (if any) and any time limit laid down by such carriers conditions of carriage. 10. If the supplier is obliged to suspend work due to lack of instructions from the customer as to matters arising in the course of the carrying out of this contract by the supplier, then the supplier shall be entitled to be paid by the customer all loss incurred by the supplier as a result thereof. 11. The supplier shall carry-out such tests as it normally carries out during production but shall be under no obligation to carry-out any special tests not specified in the contract. If special tests are requested and agreed to the supplier shall be entitled to make a reasonable additional charge for them. If it is agreed the tests are to be carried out in the presence of the customer or its representatives and if the customer fails or delays in attending such tests after being notified that the supplier is ready the supplier reserves the right to proceed with such tests in the absence of the customer and the tests will deemed to have been carried out in the customers presence. 12. All estimates, designs, drawings, computer programmes and computer software prepared by the supplier whether upon the commission by or the instructions of the customer or otherwise shall unless otherwise specifically provided in the contract remain the property and copyright of the supplier. The supplier gives Licence to the customer to have the use of such material where necessary by the customer for the customer to have the full benefit of the contract and where such material is supplied for use in connection with goods supplied as part of the contract or equipment and machinery in the possession of the customer and is necessary for the successful operation of such goods and machinery then the licence hereby granted shall extend to any person using such goods, equipment or machinery with the consent of the customer and the customer's successors in title to the said goods, equipment and machinery but the customer shall not be entitled to reproduce, sell or otherwise supply or pass on to any other party any such copyright material for use otherwise than in conjunction with the goods, equipment or machinery for which it was supplied without written consent of the supplier who shall be entitled to charge such royalties or other payments for such consent as it may think fit. The licence hereby granted shall not be exclusive to the customer and the supplier shall be at liberty to make use of any designs, drawings, plans, models, specifications, computer programmes and other software prepared for in the course of the work done under this contract or for the purpose of any other contract in which the supplier may be engaged. Any invention produced by the supplier in the course of carrying out the contract shall be the property of the supplier and nothing in this contract shall operate to prevent the supplier taking such steps as it shall think fit by way of patent application or otherwise to protect its rights in such invention. Any information as to such invention or development thereof which may be commuicated to the customer in the course of performance of the contract shall be treated as confidential by the customer and shall not be published without the consent of the supplier. The supplier shall provide for the customer in respect of any goods supplied by the supplier under such instructions by way of a manual of instructions or in such other form as the supplier shall deem fit sufficient to enable the customer to operate any goods or equipment and to deal with such adjustments and routine maintenance as would normally be carried out by the operator thereof but the supplier shall be under no obligation to supply the customer with copies of its manufacturing or working drawings or specifications or other information not essential to the operation and use of the goods supplied. 13. The customer shall be responsible for the accuracy of any drawings or specifications supplied or checked and approved by the customer and the supplier shall not be liable for any defects resulting from any error or inaccuracy in such drawings or specifications or for any failure of the goods to fulfil requirements not included in such drawings and specifications. 14. Any offer made by the supplier to enter into a contract incorporating these conditions shall be subject to acceptance within ninety days from the date of the offer or such other period from the date of the offer as is stated in the offer and after such period has expired without acceptance the offer shall be deemed to be withdrawn unless the time is extended by agreement. 15. The following warranties shall apply without prejudice to all rights of the customer under any relevant English statute:- A) If any hardware forming part of the goods shall be or become defective due to faulty materials or workmanship and the customer shall notify the supplier thereof in writing within the warranty period and shall at the customer's expense return the goods to the supplier then the supplier will at its discretion repair or replace the goods without further charge. B) The warranty period is defined as the period of time starting from the date of invoicing and continuing for the period of time pertaining to the product type. For electronic drives, controls and associated electrical items this period is 12 months. C) If the goods include any software written by the supplier to the customers specification which is found not fully to conform with the customers specification and the customer notifies the supplier thereof in writing within 90 days of delivery then the supplier will correct such software without further charge. D) If the goods include any item manufactured or supplied by a third party the customer shall have the benefit of any warranty given by such third party. E) Nothing in this clause shall imply any agreement by the supplier to be responsible for any consequential loss or to vary the provisions of clause 5 of these conditions. F) If any of the goods shall have been altered, modified, repaired, dismantled or otherwise tampered with or interfered with by the customer or any other unauthorised person or if the goods shall be used or installed contrary to any operating instructions issued by the supplier or to the warranty given by the customer in clause 5 of these conditions then the warranties in this clause shall be void and ineffective. 16. This contract shall be governed by the law of England 17. Micromech Systems Ltd standard conditions of sale apply. Micromech Systems Ltd 8 Chilford Court Rayne Rd Braintree Essex CM7 2QS Tel: 01376 333333 Fax: 01376 551849 October 2002