TERMS AND CONDITIONS OF PURCHASE


Any purchase by Premier Electronics Ltd. (hereinafter referring to as "PEL") is expressly made conditional on the assent of the seller (hereinafter referred to as "Seller") to these Terms and Conditions of Purchase.

  1. ACCEPTANCE - This Order constitutes an offer of the entity identified as the purchaser on the face hereof (hereinafter referred to as "PEL") to Seller and commencement of performance pursuant to this Order shall constitute acceptance by Seller. Conditions stated by Seller in acknowledging receipt of this Order shall not affect PEL's offer as represented by this Order, and shall not be binding on PEL unless expressly agreed to in writing by PEL.

  1. DELIVERIES AND PERFORMANCE - PEL's Sales are based upon the agreement that the goods will be delivered to PEL, or services performed for PEL, by the date specified on the face of this Order. TIME IS, THEREFORE, OF THE ESSENCE OF THIS ORDER. If Seller fails to make deliveries or perform the services at the time agreed upon, performs the work hereunder in such a fashion as endangers PEL's ability to make timely deliveries or to render timely performance of services, or fails to make satisfactory progress so as to endanger Seller's timely performance, PEL may (a) cancel or void the contract, or purchase elsewhere and hold Seller accountable for any additional costs or damages incurred by PEL, (b) obtain specific performance (whether or not PEL has sought cover or substitution) or (c) seek any other remedy available at law, in equity or otherwise.

  1. PRICES - Seller's price shall not be higher than last quoted or charged to PEL or its affiliates unless otherwise agreed in writing. Invoices must be rendered for each shipment under this Order on date of shipment. If not received promptly, invoices may be returned for re-dating. If before completing performance hereunder Seller shall sell any goods or provide any services of the kinds and specifications covered by this Order to any other customer at a price that is lower for the same or a lesser quantity of goods or for comparable services than the price then in effect hereunder, then the price shall be reduced to such lower price.

  1. QUANTITIES - Shipments must equal exact amounts ordered unless otherwise agreed by PEL.

  1. WARRANTY - Seller warrants all goods or services delivered hereunder to be merchantable, of good materials and workmanship and free from defects, and fit for PEL's purposes of which Seller expressly or impliedly has knowledge and to conform strictly to the specifications, drawings or samples specified or furnished. This warranty shall survive any inspection, delivery or acceptance of the goods or services, or payment therefor, by PEL.

  1. INSPECTION AND REJECTION - Final inspection shall be on PEL's premises unless otherwise agreed in writing. Goods rejected, as not conforming to this Order shall be returned to Seller, freight collect, and Seller will be debited for the inbound transportation cost plus handling expense. Such rejected goods shall be deemed to be the property of Seller.

  1. PATENTS - Seller agrees to defend, at its own expense, PEL and distributors and dealers in and users of the products of PEL, and to hold them harmless, with respect to any and all claims that the goods or services furnished under this Order infringe any U.S. and/or foreign Patent, and with respect to any and all suits, controversies, demands, liabilities and expenses (including reasonable attorneys' fees and expenses) arising out of any such claim, If PEL's use or sale of goods or services covered by this Order is held to constitute any such infringement, Seller shall at its expense either procure for PEL, its customers and users the right to continue using or selling such goods or services or replace them with non-infringing goods or services.

  1. SURVIVAL - The terms and conditions of this Order applicable to warranty, patent indemnity, sale of parts subsequent to cessation of sales of the goods or provision of services covered by this Order and all obligations accrued up to the effective date of the expiration or termination of this Order pursuant to its terms shall survive such expiration or termination.
  2. ASSIGNMENT - Neither this Order nor any interest under it shall be assigned by Seller without the prior written consent of PEL, except that claims for monies due or to become due under this Order may be assigned by Seller without such consent, subject to the provisions of this paragraph. PEL shall promptly be furnished with two signed copies of any such assignment. Payment to an assignee of any such claim shall be subject to set-off or re-coupment for any present or future claim or claims which PEL may have against Seller except to the extent that any such claims may be expressly waived in writing by PEL. PEL reserves the right to make direct settlements and/or adjustments in price(s) with Seller notwithstanding any assignment of claims for monies due or to become due hereunder and without notice to the assignee.

  1. CHANGES - PEL may at any time, by a written order, and without notice to any sureties, make changes within the general scope of this Order in any one or more of the following: (i) drawings, designs or specifications; (ii) method of shipment or packing; (iii) quantities of goods or services to be furnished; (iv) place of delivery; and (v) delivery schedules. If any such change causes an increase or decrease in the cost of, or the time required for the performance of any part of the work under this Order, whether changed or not changed by any such order, an equitable adjustment shall be made in the price or delivery schedule, or both, and the Order shall be modified in writing accordingly. Any claim by Seller for adjustment under this clause must be asserted in writing within thirty (30) days from the date of receipt by Seller of the notification of change, provided, however, that PEL, if it decides that the facts justify such action, may receive and act upon any such claim asserted at any time prior to final payment under this Order. However, nothing in this clause shall excuse Seller from proceeding with this Order as changed. PEL engineering, technical and other personnel may from time to time render assistance or give technical advice to, or exchange information with, Seller's personnel concerning this Order or the goods or services to be furnished hereunder. However, such assistance, advice, statements or exchange of information shall not constitute a waiver with respect to any of Seller's obligations or PEL's rights hereunder or be authority for any change in the goods or services ordered. Any such waiver or change to be valid and binding upon PEL must be in writing and signed by an authorized representative of PEL's Purchasing Department. In case of any doubt, Seller should promptly consult PEL's Purchasing Department for further instructions. Where the cost of property made obsolete or excess as a result of a change is included in Seller's claim for adjustment pursuant to this clause, PEL shall have the right to prescribe the manner of disposition of such property.

  1. GOVERNMENT CONTRACT PROVISIONS - If the goods and/or services are for use in connection with a government contract, this Order shall also be governed by the terms and conditions set forth in said government contract and all other provisions made applicable by law are hereby incorporated herein.

  1. BANKRUPTCY - In the event of any proceedings, voluntary or involuntary, in bankruptcy or insolvency by or against Seller, or in the event of the appointment, with or without the Seller's consent, of an assignee for the benefit of creditors or of a receiver, then PEL may cancel this Order for default and hold Seller accountable for any additional costs or damages incurred by PEL.

  1. CONTRACT - The parties hereto agree that this Order and the acceptance thereof shall be a contract governed by the laws of the England in the County Country of Hitchin Hertfordshire. If this Order involves a sale of goods to which the United Nations Convention on Contracts for the International Sale of Goods applies, in the event of any inconsistency between the terms of this Order and the provisions of such Convention, the terms of this Order shall prevail.

  1. GENERAL SHIPPING INSTRUCTIONS - For shipments made f.o.b. shipping point: (a) All shipments moving in one day to the same location via the same carrier should be consolidated on one bill of lading. (b) Unless otherwise specifically instructed, shipments via limited liability carriers (Air Exp., Air Freight, UPS, etc.) and those subject to released value ratings shall be declared at the value, which will secure the lowest transportation charge. (c) Any losses resulting from deviation from PEL's routing instructions will be charged to Seller's account.
  2. MARKING - COUNTRY OF ORIGIN - Goods and/or containers shall be marked as per PEL's specifications. If the goods are not manufactured or produced in the United Kingdom, the goods covered by this Order shall be marked with the country of origin in English. The country of manufacture or production is deemed the "country of origin". If the goods are excepted from these marking requirements by one or more of the following reasons: (a) such goods are incapable of being marked, (b) such goods cannot be marked without injury, (c) such goods cannot be marked except at an expense economically prohibitive, (d) such goods are a crude substance, the container holding such goods must meet the requirements specified above.

  1. PROOF OF SHIPMENT - Seller shall forward to PEL with the invoice, the express receipt or bill of lading, signed by the carrier, evidencing the fact that shipment has been made. Seller shall receive and retain a mailing receipt for uninsured parcel post.

  1. SUPPLEMENTARY INFORMATION - Any specifications, drawings, notes, instructions, engineering notices, or technical data referred to in this Order shall be deemed to be incorporated herein by reference as if fully set forth. In case of any discrepancies or questions refer to PEL's Purchasing Department for decision, instructions or interpretation.

  1. TITLE TO DRAWINGS AND SPECIFICATIONS - PEL shall at all times have title to all drawings and specifications furnished by PEL to Seller and intended for use in connection with this Order. Seller shall use such drawings and specifications only in connection with this Order and shall not disclose such drawings and specifications to any person other than PEL's or Seller's employees, subcontractors or Government inspectors. Seller shall, upon PEL's request or upon completion of the Order, promptly return all drawings and specifications to PEL.

  1. INFORMATION DISCLOSED - Unless otherwise expressly provided in this Order, no information or knowledge, heretofore or hereafter disclosed to PEL, in the performance of or in connection with this Order, shall be deemed to be confidential or proprietary, and any such information or knowledge shall be free from any restrictions (other than a claim for patent infringement) as part of the consideration for this Order.

  1. INDEMNIFICATION - Seller shall defend, indemnify and hold PEL harmless against all damages, claims, liabilities and expenses (including attorneys' fees) arising out of or resulting in any way from any defect in the goods or services purchased, or from any act or omission of Seller, its agents, employees or subcontractors. This indemnity shall be in addition to the warranty obligations of Seller. If Seller's agents, employees or subcontractors enter upon premises occupied by or under the control of PEL, or any of its customers or suppliers, in the course of the performance of this Order, Seller shall take all necessary precautions to prevent the occurrence of any injury (including death) to any person, or any damage to any property, arising out of any acts or omissions of such agents, employees or subcontractors. Seller shall maintain such Public Liability, Property Damage and Employer's Liability and Workers' Compensation Insurance as will protect PEL from any of said risks and from any claims under any applicable Workers' Compensation and Occupational Disease Acts. Seller shall also indemnify and hold PEL harmless against any dumping or other duties imposed against the goods purchased hereunder.

  1. PUBLICITY, PROMOTION OR ADVERTISING - Seller shall not, without PEL's prior written consent, issue any news release, advertisement, publicity or promotional material regarding this Order (including denial or confirmation thereof).

  1. TITLE AND DELIVERY OF GOODS - When goods are purchased f.o.b. Seller's plant or shipping point, the goods shall not be considered as delivered and title thereto shall not pass until the goods reach the PEL receiving point indicated hereon. However, PEL assumes responsibility at the f.o.b. point for carrier routing, transportation charges and risk of loss or damage to the goods in transit.

  1. CANCELLATION - This Order is subject to cancellation, in whole or in part, by PEL without liability except as hereinafter provided. Upon receipt of such notice of cancellation from PEL, Seller shall immediately stop work on the portion of the Order cancelled and cancel with its vendors, where possible, orders for undelivered parts and materials, affected by such cancellation. If any part of this Order is canceled, PEL shall pay to Seller, for the cancelled portion, all costs incurred by Seller for work in process, including costs of material and parts acquired by Seller which would have been utilized on the cancelled portion of this Order which cannot be utilized by Seller in production of Seller's standard products.

  1. SELLER'S REMEDIES - In the event of breach by PEL of the provisions hereof, Seller's remedies shall be as provided by the laws of the England referred to in Paragraph 15. If the United Nations Convention on Contracts for the International Sale of Goods applies, Seller shall be entitled to require PEL to take delivery of goods and to recover the purchase price only if Seller is unable after diligent effort to resell such goods. In no event shall PEL be LIABLE TO SELLER for incidental, INDIRECT, SPECIAL or consequential damages. NOR SHALL PEL BE LIABLE FOR PENALTIES OF ANY DESCRIPTION.

TERMS AND CONDITIONS OF SALE


Any sale by Premier Electronics Ltd. as the seller (hereinafter referred to as "PEL") is expressly made conditional on the assent of the customer (hereinafter "Buyer") to these Terms and Conditions of Sale. Buyer's taking delivery of any part of products/services sold shall constitute such assent and a waiver of all terms and conditions in its purchase order or similar document which are different from or additional to those set forth herein.

  1. PRICES AND TERMS OF PAYMENT1.1 Unless otherwise specified by PEL in writing, prices and terms of payment shall be 30 days net of invoice. PEL reserves the right to change or withdraw prices for the products or services it offers for sale without prior notice. If PEL's price for any product or service is increased, the price in effect prior to the increase will apply to orders received prior to the effective date of the increase and shipped within a period of 30 days after the effective date of increase. Partial shipments or performance made within this period will not obligate PEL to make further shipments or performance at these prices after the expiration of the 30-day period.

1.2 Prices are in Sterling Pounds unless otherwise specified.

1.3 Unless otherwise specified by PEL in writing, all taxes and other charges imposed by federal, state, local, or foreign governments on the manufacture, sale, shipment, import, export, or use of the products or services shall be added to the price and billed to and paid by Buyer. Buyer shall defend, indemnify and hold harmless PEL from and against all liabilities for such taxes or charges and attorneys' fees or costs incurred by PEL in connection therewith.

  1. ACCEPTANCE. - Any quotation or proposal is subject to change or cancellation by PEL at any time with notice and in any event expires 30 days from its date, unless otherwise indicated therein or extended in writing by PEL. PEL's quotation or proposal does not constitute an offer by PEL, and any order or orders placed thereon are not binding on PEL until PEL's acceptance in writing has been sent to Buyer. The banking, negotiation, endorsement, or other use of Buyer's down payment, if any, shall not constitute acceptance by PEL.

  1. DELIVERY - PEL shall have the right to make deliveries or perform services in instalments. Partial shipments or performance will be billed as made and payments therefore are subject to the terms of payment referenced herein. All delivery indications or completion dates are estimated and are dependent in part upon prompt receipt of all necessary information to service an order. PEL reserves the right to allocate, in its sole discretion, inventories, production, and services when such allocation becomes necessary. In no event will PEL be liable for any premium transportation, re-procurement, or other costs or losses incurred by Buyer as a result of PEL's failure to deliver products in accordance with indicated delivery/performance schedules.

  1. PATENTS AND PATENT WARRANTY4.1 Buyer agrees that PEL has the right to defend, or at its option to settle, and PEL agrees, at its expense, to defend or at its option to settle, any claim, suit, or proceeding brought against Buyer on the issue of infringement of any English patent by any product or any part thereof, supplied by PEL to Buyer hereunder. PEL agrees to pay, subject to the limitations hereinafter set forth, any final judgment entered against Buyer on such issue in any suit or proceeding defended by PEL. Buyer agrees that PEL at its sole option shall be relieved of the foregoing obligations unless Buyer notifies PEL promptly in writing of any such claim, suit, or proceeding, and at PEL's expense, gives PEL proper and full information and assistance to settle and/or to defend any such claim, suit, or proceeding. If the product, or any part thereof, furnished by PEL to Buyer becomes, or in the opinion of PEL may become, the subject of any claim, suit, or proceeding for infringement of any English patent, or in the event of an adjudication that such product or part infringes any English patent, or if the use, lease, or sale of such product or part is enjoined, PEL may, at its option and its expense: (1) procure for Buyer the right under such patent to use, lease or sell, as appropriate, such product or part, or (2) replace such product or part, or (3) modify such product or part, or (4) remove such product or part and refund the aggregate payments and transportation costs paid therefor by Buyer less a reasonable sum for use, damage, and obsolescence. PEL shall have no liability for any infringement arising from: (i) the combination of such product or part with any other product or part whether or not furnished to Buyer by PEL, or (ii) the modification of such product or part unless such modification was made by PEL, or (iii) the use of such product or part in practicing any process, or (iv) the furnishing to Buyer of any information, data, service, or application assistance. Buyer shall hold PEL harmless against any expense, judgment, or loss for infringement of any English patents or trademarks, which results from PEL's compliance with Buyer's designs, specifications, or instructions. PEL shall not be liable for any costs or expense incurred without PEL's written authorization, and in no event shall PEL's total liability to Buyer under, or as a result of compliance with, the provisions of this paragraph exceed the aggregate sum paid to PEL by Buyer for the allegedly infringing product or part, exclusive of any refund under option (4) above. The foregoing states the entire warranty by PEL and the exclusive remedy of Buyer, with respect to any alleged patent infringement by such product or part. In the event that Buyer is an authorized distributor of PEL, such warranty, subject to the terms and conditions hereof, shall be extended to the direct purchasers from such distributor of the products covered hereby.

4.2 No sale or lease hereunder shall convey any license by implication, or otherwise, under any proprietary or patent rights of PEL, to practice any process with such product or part, or for the combination of such product or part with any other product or part.

  1. OTHER WARRANTIES, LIMITATION OF LIABILITY5.1 PEL warrants that its products, at the time of shipment by PEL, possess the electrical characteristics as set forth in and will perform, for the respective warranty periods specified in the applicable in accordance with the applicable manufactures data sheet when operated within the operating condition limitations set forth therein.

5.2 To assure conformance with such operating limitations, Buyer should refer to the applicable data sheet.

5.3 Such warranty does not apply: (i) if the product has been exposed to unusual or excessive environmental, mechanical, electrical, or thermal stress during the course of installation or use, or (ii) if the absolute maximum ratings are exceeded for any reason including, but not limited to, equipment design and improper device installation or application, or (iii) if product malfunction is the result of misuse, abuse, improper installation or application, alteration, accident, or negligence in use, storage, transportation, or handling, or if the original identification markings on the product have been removed, defaced, or altered.

5.4 In order to permit PEL to properly administer this warranty, Buyer shall (i) notify PEL promptly in writing of any claims, and (ii) provide PEL with the opportunity to inspect and test the product claimed to be defective. Such inspection may be on Buyer's premises and/or PEL may request the return of the product. However, PEL shall not be responsible for packing, inspection, or labor costs in connection with the return of product. In order to avoid administrative difficulties that result from unauthorized returns, Buyer shall request a formal Return Authorization from PEL before returning product for any reason.

5.5 The liability of PEL hereunder or otherwise is solely and exclusively limited to replacement, repair, or credit at the purchase price, for any product which is returned by Buyer during the applicable warranty period or services for which timely notice of defect has been given by Buyer and which are found by PEL to be subject to adjustment under this warranty. IN NO EVENT SHALL PEL BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSS OF ANTICIPATED PROFIT OR OTHER ECONOMIC LOSS OR FOR ANY DAMAGES ARISING IN TORT WHETHER BY REASON OF STRICT LIABILITY, NEGLIGENCE, OR OTHERWISE. 

5.6 PEL's warranty as herein set forth shall not be enlarged, diminished, or affected by, and no obligation or liability shall arise or grow out of PEL's rendering of technical advice, facilities, or services in connection with Buyer's order or the products furnished hereunder. This does not affect your statutory This does not affect your statutory rights as a consumer

5.7 The foregoing warranty extends to Buyer of PEL and not to purchasers or users of such Buyer's products, except that if Buyer is an authorized distributor of PEL, the foregoing warranty (and no other), subject to the terms and conditions thereof, may be extended to purchasers from such distributor of the products covered hereby. PEL MAKES NO OTHER OR FURTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR WARRANTY OF MERCHANTABILITY.

  1. INSPECTION OF PRODUCTS - Products shall be inspected by Buyer upon delivery and services, upon performance. Notice of rejection or claim for shortages, damaged product, or other nonconformity must be submitted by Buyer to PEL in writing within 30 days of shipment or performance, and must specify the particular respects in which the delivery, products, or services, as applicable, are nonconforming. Buyer shall have no right to exercise any remedial rights until notice of nonconformity has been given to PEL and PEL afforded a reasonable opportunity to cure such nonconformity, if appropriate.

7.CANCELLATION OF ORDERS - Request to cancell an order will be considered but all orders are firm and binding and cannot be cancelled without the full agreement of Premier Electronics.

  1. RETURNS-Requests for the return of products because of "ordered in error" or "cancellation" (after shipment has been made) must be made within 30 days of shipment. If approval is given by PEL to return product, a restocking charge will be deducted from the amount of credit issued by PEL. NO UNAUTHORIZED RETURNS WILL BE ACCEPTED. A RETURN AUTHORIZATION NUMBER ISSUED BY PEL MUST ACCOMPANY ALL RETURNS.

  1. FORCE MAJEURE - PEL shall not be under any liability whatsoever to Buyer for non-delivery or delay in delivery products/services directly or indirectly caused by unforeseen circumstances or resulting from an Act of God; outbreak of hostilities (whether or not war is declared); insurrection; riot; civil disturbance; Government Act or regulation; fire; flood; explosion; production delays; accident; theft; climatic conditions; shortage of material; strike, lockout, or trade dispute (whether PEL's or another party's employees); or other cause beyond PEL's reasonable control. In the event of any deliveries/services being suspended or delayed on account of any such aforementioned events or circumstances, the period of the contract shall be correspondingly extended or, if deliveries/services are suspended for six months or more, PEL may, at its option, exercisable by notice in writing to Buyer, cancel the contract with respect to any undelivered products/services without liability upon PEL and without relieving Buyer of its obligation to pay for any products/services which have been delivered.

  1. RETENTION OF INTEREST IN PRODUCTS - Title to and property in the Goods shall remain vested in the Premier Electronics Ltd (notwithstanding their delivery and the passing of the risk therein to the Buyer) until the price of the Goods has been paid, discharged or satisfied in full.

10.1 Until title to and property in the Goods pass to the Buyer:

(a) Premier Electronics Ltd may at any time without prior notice to the Buyer repossess and resell such of the Goods as are capable of being repossessed if any of the events specified in Condition 11 occurs or if any sum due from the Buyer to the Company whether under the Contract or otherwise is not paid on the due date of payment. For the purpose of exercising its rights under this sub-paragraph the Company, its employees or agents, together with any vehicles and plant considered by the Company to be necessary, shall be entitled at any time without prior notice to the Buyer to safe and unrestricted access to the Buyer's premises and/or any other locations where any of the Goods are situated; (b) the Buyer shall store such of the Goods as are capable of being stored in a proper manner and conditions which adequately protect and preserve them without charge to the Company and ensure that they are clearly identified as belonging to the Company. Without prejudice to sub-paragraph 10.2(a) above the Company shall be entitled to examine the Goods in storage at any time during normal business hours and upon giving the Buyer reasonable notice of its intention to do so and to enter upon any premises owned or occupied by or access to which is controlled by the Buyer for that purpose; and (c) shall not resell the Goods.

10.2 The rights and remedies conferred on the Company by this Condition 10 are in addition to and shall not in any way prejudice, limit or restrict any other rights or remedies of the Company under the Contract.

  1. BUYER'S SOLVENCY - Buyer's order shall constitute a representation that Buyer is solvent, and PEL is relying upon such representation. If PEL at any time reasonably believes that Buyer is insolvent or that Buyer's credit is impaired, Buyer shall be in material breach hereof and PEL may, without liability to Buyer, withhold performance hereunder, change the payment terms including without limitation declaring all amounts to be immediately due and payable, and/or repossess products previously delivered.
  2. PEL'S DAMAGES - If Buyer wrongfully rejects or revokes acceptance of products/services covered hereby, or fails to make any payment when due, or repudiates this order, PEL shall have all the rights and remedies provided by law and, without limitation of the foregoing, may recover as damages, where permitted by applicable law, the price including a late payment or interest charge from due date at one and one-half percent (1-1/2%) per month on the unpaid balance, but not to exceed the maximum rate of interest permitted by law, and any costs of collection, including reasonable attorneys' fees. As to all partially manufactured products, PEL may, at its option, complete their manufacture and hold Buyer responsible for their price. Upon recovery of the price, the products shall become the property of Buyer.

  1. GENERAL

13.1 No addition to, deletion from, or modification of any of the provisions of these Terms and Conditions of Sale shall be binding upon PEL, unless made in writing and signed by a duly authorized officer or employee of PEL. Oral statements, warranties, or representations made by any agent or employee or representative of PEL are not authorized by PEL and shall be of no force or effect. These Terms and Conditions of Sale are the final, complete, and exclusive statement of the terms of the agreement between PEL and Buyer. ANY DIFFERENT OR ADDITIONAL TERMS PROPOSED BY BUYER ARE OBJECTED TO AND HEREBY REJECTED.

13.2 A waiver by PEL of any default by Buyer or of any of these Terms and Conditions of Sale shall not be deemed to be a continuing waiver or a waiver of any other default or of any other of these Terms and Conditions of Sale, but shall apply solely to the instance in which the waiver is directed.

13.3 Buyer may not assign this agreement without PEL's written consent.

13.4 These Terms and Conditions of Sale shall be construed in accordance with the laws of England in the County Court of Hitchin, Hertfordshire. Any claims arising hereunder by either party shall be brought in an appropriate court of general jurisdiction in the County Court of Hitchin, and Buyer irrevocably accepts the jurisdiction of such courts.

  1. TRANSPORTATION FOR INTERNATIONAL ORDERS

14.1 The terms "F.O.B.," "F.A.S.," "C.I.F." and/or "C&F," as used herein or on the reverse side hereof or any attachment hereto, shall be defined in accordance with "Incoterms" published by the International Chamber of Commerce.

14.2 All sales are made F.O.B. the applicable PEL plant or warehouse. Transportation from this point and consular and brokers' fees shall be at Buyer's expense. Title to and risk of loss of the products included in each shipment will pass to Buyer upon delivery to the carrier at the plant.

14.3 All shipments normally will be made via the most economical method and routing consistent with service requirements as selected by PEL.

14.4 In the event PEL pays transportation and insurance beyond the point of shipment to the destination specified by Buyer, all such costs will be billed as a separate item on the invoice.

  1. PAYMENT TERMS FOR INTERNATIONAL ORDERS - Payment for the products/services specified by Buyer's order shall be made in U.S. Dollars, through the medium of an T/T, Access, Visa, MasterCard, irrevocable Letter of Credit in favor of Premier Electronics Ltd.

Other payment terms may be negotiated between PEL and Buyer, in which case such special payment terms shall be specified in writing and become a part of the sale agreement.

  1. ENGLISH EXPORT LAWS

16.1 PEL's obligations are subject to the export administration and control laws and regulations of England. Buyer shall comply fully with such laws and regulations in the export, resale, or disposition of products.

16.2 Quotations or proposals made, and any orders accepted by PEL from a Buyer outside the English are with the understanding that the ultimate destination of the products is the country indicated therein. Diversion of the products to any other destination contrary to English law is prohibited. Accordingly, if the foregoing understanding is incorrect, or if Buyer intends to divert the products to any other destination, Buyer shall immediately inform PEL of the correct ultimate destination.