Conditions of Sale

CHUBB FIRE LIMITED

TERMS AND CONDITIONS

1. DEFINITIONS

In these conditions:-

“Company” means Chubb Fire Limited; “Contract” means an Order accepted by the Company in writing; “Customer” means the other contracting party; “EXW” means ex Works, Unit B, 3A Edison Road, Hams Hall Distribution Park, Coleshill, Warwickshire B46 1DA, England, in accordance with Incoterms 2000 edition, published by the ICC; “Group Company” means Chubb plc and any ‘subsidiary’ (as defined in S.736 Companies Act 1985) of Chubb plc or its successors in title; “Order” means the order placed by the Customer with the Company for the Products and/or Services; “Products” means all the goods supplied by the Company under the Contract; “Service” means all the services supplied by the Company in relation to the Products; “Specification” means the Company’s specification for the Products and/or Services, and includes any drawings produced by the Company for the Customer; “Total Contract Price” means the aggregate price of all the Products and/or Services (excluding VAT) supplied by the Company under a Contract.

2. PRECEDENCE OF THESE CONDITIONS

These conditions form an integral part of every Contract for the supply of Products and/or Services by the Company. The Order shall be deemed to be placed subject to these conditions and no general or printed conditions referred to or contained in the Order shall form part of the Contract unless and until expressly accepted in writing by the Company. The Company’s acknowledgment of the Order shall not constitute such acceptance.

3. QUOTATION

a) All quotations shall be subject to these conditions and unless otherwise stated or unless withdrawn by the Company shall be valid for a period of thirty (30) days from the date of the quotation. The quotation is not an offer to proceed and the Customer is required to place a written Order with the Company using the same reference as on the quotation.

b) The Company reserves the right to submit a revised quotation if part only of the original quotation becomes the subject of an Order placed by the Customer with the Company.

c) Prices quoted by the Company are based upon the Specification. Any alterations or additions whatsoever (for example, changes in the run and length of piping or wiring), will be charged as an extra. Unless specifically itemised and priced the cost of the following works are EXCLUDED from the quotation:- work carried out by other trades; e.g. masons, bricklayers, carpenters, plumbers, electricians; or the labour required to cut away, excavate, fill-in or make good for the installation or removal of pipework or wiring, as required to ensure compliance with the Specification.

4. PRICES

Unless otherwise stated, all prices are strictly EXW, although where a special delivery is arranged at the Customer’s request, an extra charge will be made.

5. PRICE ADJUSTMENT

The Company reserves the right at any time prior to delivery to vary the price quoted for the Products and/or Services if, following the date of the Order, there is any change in rates of exchange, any imposition or alteration of Government tax, or any increase in the cost of materials, labour or transport which is beyond the control of the Company.

6. TAXES

a) Orders for supply within the UK.

All prices are exclusive of Value Added Tax which will be charged at the rate current at the time of delivery.

b) Orders for supply outside the UK.

All prices for delivery of the Products and/or Services outside the UK exclude all taxes, charges or duties which, if payable on importation at their destination, are the responsibility of the Customer.

7. PAYMENT

a) UK Customers

i) Unless otherwise agreed, payment is to be made against the Company’s invoice and payment shall be net cash within 30 days of the date of invoice.

ii) Any sums not paid on the due date shall entitle the Company to

a) decline to make further deliveries and/or withhold further deliveries unless the Company has received payment in advance for each such delivery; and

b) recover interest on the overdue amount at 8% above the Bank of England base rate under the Late Payment of Commercial Debts (Interest) Act 1998.

b) Overseas Customers

Unless otherwise agreed, the Order must be accompanied by your payment in full. Alternatively we will accept an irrevocable Sterling Pounds Letter of Credit ("LOC") for each Order exceeding Sterling Pounds £6,000 provided we receive an advice that such LOC (i) has been established with, and confirmed by, a major UK Clearing Bank in favour of the Company; (ii) has a validity equal to the full delivery period of the Products, plus one month; and (iii) provides for part shipment and trans-shipment with the release of one hundred percent of the value for each shipment against presentation of commercial invoices, packing list and bill of lading, or forwarding agents receipt or airwaybill, as evidence of despatch of the Products.

8. SET-OFF

In the event that either:-

a) the Customer has not paid any sum or sums which are due and payable to the Company; or

b) the Company has not paid any sum or sums which are due or about to be due and payable to the Customer for any reason;

The Company shall have the right at its sole discretion, to reduce the Customer’s indebtedness referred to in sub-condition a) above by setting off against such indebtedness any sums due and payable to the Customer by any Group company or reduce the Company’s indebtedness referred to in sub-condition b) above by setting off against such indebtedness any sums due and payable by the Customer to any Group company.

9. DELIVERY AND RISK

a) Subject to the following sub-conditions of this condition 9, all risks shall pass to the Customer upon delivery.

b) Unless otherwise specified, delivery shall be deemed to take place when the Products have been delivered to the Customer’s premises or other specified delivery point in the UK, or if the Products are to be despatched overseas, upon delivery EXW, Hams Hall, England.

c) All dates and times specified to the Customer for delivery and installation of the Products, or for the provision of Services, are estimates only and, whilst the Company shall make reasonable efforts to meet such dates, it shall not have any liability for delay or for any damages or losses sustained by the Customer as a result of such dates or times not being met. The Customer shall not be entitled to refuse acceptance of the Products or the Services as a consequence of such delay.

d) The Company may, in its absolute discretion, withhold delivery of the Products and/or the supply of the Service pending payment of any sum due from the Customer either to the Company or to any Group company.

e) If the Customer does not accept delivery of a consignment of Products in accordance with the Contract then:

i) the Company shall be entitled to claim payment in accordance with condition 7 above for the Products refused; and

ii) the Products refused shall be in all respects at the Customer’s risk; and

iii) the cost of storing the Products shall be borne by the Customer; and

iv) if such failure to accept delivery continues for more than ten days the Company shall have the right to terminate the Contract pursuant to condition 19 below.

10. DAMAGE OR LOSS IN TRANSIT

The Company will, at its discretion, either refund the cost, or replace, or repair free of charge any Products proved to the Company’s satisfaction to have been lost or damaged in transit up to the moment of delivery, provided that within three days of receipt of the Products in the case of damage, or within ten days of the date of the invoice, or the advice note, or equivalent, whether oral or written in the case of loss, the Customer notifies both the carrier and the Company in writing, quoting the advice note number, and the nature and extent of the damage or loss. The Company accepts no liability for delay in transit. Unless the Products are checked on receipt, the carrier’s documentation should be endorsed “unexamined”.

11. NOTICES

Notices shall be sufficiently given if properly addressed and sent by registered post or facsimile transmission (and if sent by facsimile transmission shall be confirmed by 1st class post (airmail if overseas) within 48 hours of the date of successful transmission of the facsimile) to, in the case of the Company, its office at Parkfield House, Manchester Old Road, Middleton, Manchester, England and in the case of the Customer, its last known address and shall be deemed to have been properly served at the time when, in the ordinary course of transmission, it would reach its destination.

12. TITLE

a) The Company shall retain title to the Products as legal and equitable owner until it shall have received all sums due to it from the Customer under the Contract.

b) Subject to sub-conditions d) and e) below, until the Customer has paid the Total Contract Price together with all VAT payable thereon:-

i) the Customer shall store the Products in a manner which makes them readily identifiable as the property of the Company; and

ii) the relationship of the Customer to the Company shall be fiduciary in respect of the Products and accordingly the Company shall have the right to trace any proceeds of sale.

c) If any event occurs under condition 19 below which would entitle the Company to terminate any Contract:

i) the Customer shall immediately notify the Company of such event; and

ii) notwithstanding any failure to so notify, all sums due to the Company shall become immediately payable; and

iii) the Company by its employees or agents may, for the purposes of recovery of all or any of the Products, enter upon any premises where they are reasonably thought to be stored and may repossess them.

d) All materials supplied, other than the Products as may be surplus to the requirements of the Contract, shall remain the property of the Company.

13. SPECIFICATION

a) The Products will be supplied generally in accordance with the Specification. The Company’s policy is one of continuous development and consequently the Specification may vary from time to time. The Company will not accept liability for change to the Products which result from such variations except where any variation from the Specification is material, for example, performance is adversely affected.

b) Descriptions and illustrations contained in Company catalogues shall not form part of the Contract.

c) All descriptive specifications and drawings, and all particulars and dimensions issued by the Company, are approximate only and clerical and technical errors are subject to correction. Copyright in all such specifications and drawings is reserved, they remain the property of the Company and must not be used other than in connection with the Products supplied under this Contract without the previous written consent of the Company.

14. WARRANTY

a) If any defect of failure is alleged in the Products supplied or installed by the Company which are found to the Company’s satisfaction to be defective as a result of faulty design, manufacture or workmanship, the Company will, in its absolute discretion, either replace or repair the Products or the defective installation, as the case may be, free of charge.

PROVIDED THAT:-

i) the Products (or samples thereof showing the alleged defects) are returned properly packed carriage paid to the Company’s EXW premises at the Customer’s risk within 12 months from the date of delivery; and

ii) the Products have not been misused, mishandled, overloaded, amended, modified or repaired in any way by the Customer, its employees, agents or sub-contractors or used for any purpose other than that for which they were designed; and

iii) the Products are not defective as a result of any failure of design or quality where such design or quality has been specified by the Customer.

iv) any defect in installation is notified to the Company within 12 months of the Date of Completion of the Installation (as defined in condition 23).

b) Repaired or replaced Products will be returned free of charge to destinations on the mainland of the UK or delivered FCA for other destinations.

15. CUSTOMER ACKNOWLEDGMENT

The Customer acknowledges and agrees that

a) it is responsible for the operation, use, maintenance and care of the Products and should ensure that they are used safely and that it should use, maintain, store and keep the Products in accordance with any instructions, user handbook or other form of guidance relating to them; and

b) notwithstanding the Company’s acceptance of liability as set out in condition 16 c) below, it would be prudent for the Customer to insure against all loss or damage the Customer may suffer.

16. LIABILITY

a) The warranty given in condition 14 above is the only warranty given by the Company and otherwise this condition 16 (and condition 17) specify the entire liability of the Company, including liability for negligence and, in particular but without limitation, all statutory or other express implied or collateral terms conditions or warranties are excluded.

b) The Company accepts liability, except in the case of international supply contracts as described in the Unfair Contract Terms Act 1977:-

i) for death or personal injury resulting from its negligence.

ii) arising out of any breach of its obligations as to ownership of the Products supplied, implied by statute.

iii) up to the amount calculated under condition 16 f) below for direct physical damage to or loss of property resulting from the negligence of the Company.

c) The Customer is required to notify the Company of any claim under condition 16 b) above as soon as reasonably possible except that any claim under condition 16 b) iv) above shall be notified to the Company within ten (10) days of the Customer suffering any alleged loss or damage.

d) Except as provided in condition 16 a) and b) above, the Company shall not be under any liability (including liability for negligence) for any loss or damage or injury to the Customer whatsoever, no matter when or how arising out of the Products or Services or otherwise, whether direct or indirect consequential or contingent and whether foreseeable or not, and in particular shall not be liable for financial loss or loss of profits, contracts, business, anticipated savings, use or goodwill.

e) The Customer will indemnify the Company against any liability (including liability for negligence) no matter when or how arising out of any claim by any third party against the Company together with all legal costs relating thereto, except that, insofar as the claim relates to direct physical damage to or loss of property resulting from the negligence of the Company, this indemnity shall only apply if and to the extent that the claim and/or legal costs exceed the Total Contract Price or £100,000 whichever shall be less.

f) Under no circumstances, except as provided in conditions 16 b) i) and ii), will the Company’s liability, whether in contract, tort or otherwise, exceed the Total Contract Price, unless the Total Contract Price exceeds £100,000, in which case the Company’s liability shall be limited to £100,000.

17. PATENT INDEMNITY

If the Company is threatened with any action alleging that the Products in the form sold infringe any patent, copyright, registered design or other intellectual property rights within the UK then, provided that the Customer promptly informs and fully co-operates with the Company and in cases where the Company so requests allows the Company to defend any action on the Customer’s behalf, and have the sole control of any and all negotiations for settlement, the Company will indemnify the Customer against any award of damages and costs against the Customer arising from such action. Further, if such event occurs, the Customer agrees that the Company shall have the option at its own expense either:

a) to modify the Products so that they do not infringe; or

b) to replace the Products with non-infringing goods; or

c) to procure for the Customer the right for the Customer to continue its use of the Products; or

d) to repurchase the Products from the Customer at the price paid by the Customer, less depreciation.

The Company shall have no liability in respect of claims for infringement or alleged infringement of third parties patent or other proprietary rights arising from the execution of the Order in accordance with the Customer’s designs plans or specification and the Customer shall indemnify the Company against all losses damages expenses costs or other liability arising from such claims.

18. FORCE MAJEURE

The Company shall not be liable to the Customer for any breach of these conditions, or failure on its part to perform any obligation, as a result of an act of God, war (whether declared or not), sabotage, riot, explosion, Government act or omission, including any restriction or prohibition whether local or national, fire, accident, earthquake, storm, flood, epidemic, drought or other natural catastrophes, inability to obtain equipment, suitable raw materials, components, fuel, power or transportation, disputes with workmen, strikes or lockouts, shortage of labour or any other cause beyond the control of the Company. The Company will notify the Customer if affected by any of the causes referred to in this sub-condition. If the Company is unable to perform its obligations under the Contract by reason of any of the causes referred to above for a period of six months or more, then either party may at any time after the expiration of such six month period, terminate the Contract by written notice.

19. TERMINATION

Without prejudice to any claim or right it might otherwise make or exercise, the Company shall have the right forthwith to determine the Contract by notice and to claim for any losses, costs or expenses thereby incurred if the Customer commits any serious breach of any of their terms of these conditions or if the Customer makes or offers to make any arrangement of composition with creditors or commits any act of bankruptcy, or if any petition or receiving order in bankruptcy is presented or made against the Customer, or if any resolution or petition to wind up the Customer is passed or presented otherwise than for reconstruction or amalgamation or if a receiver of the Customer’s undertaking property or assets or any part thereof is appointed or if a third party seizes or threatens to seize the Products before legal ownership has passed to the Customer in accordance with condition 12 above.

20. CONSENTS

Where applicable, the Company shall endeavour to obtain an export licence and all other necessary consents to enable the Products to be exported from the UK. If the Company is unable to obtain an export licence or visas or consents for personnel required to provide the Services outside the UK, the Company shall not be held liable for its failure to perform the Contract. The Customer shall be responsible for obtaining all consents necessary for the import of the Products to their agreed destination.

21. FORWARDING INSTRUCTIONS

Forwarding instructions, where required, shall be provided by the Customer not later than seven days after being advised that the Products are ready for despatch. If no forwarding instructions are received within this period the Company shall have the right to deliver the Products and to charge the Customer, in accordance with condition 9 above.

22. INSTALLATION

a) Where site work is involved, all prices quoted are on the basis of free access and unimpeded working during normal working hours, unless otherwise agreed in writing.

b) Structural works found necessary at the time of installation will be agreed with the Customer and charged for.

c) If the Products, or such other materials necessary for the performance by the Company of the Contract, are delivered to the agreed destination by the Company, the Purchaser shall accept delivery of them and shall unload them and provide suitable protection to preserve the Products or such materials in their delivered state, until they are installed according to the provisions of the Contract and the Specification.

23. COMMISSIONING

As soon as the Company shall have completed the installation of the Products, the Company’s engineer shall carry out appropriate tests to ensure that the Products and Services comply with the Contract and the Specification. If such tests shall be satisfactorily passed, the Contract will be deemed to be completed (“the Date of Completion of the Installation”) and subject to the provisions of condition 14 the Customer shall forthwith assume entire responsibility for repair and maintenance thereof.

24. AMENDMENTS OR CANCELLATIONS

Once accepted by the Company no Order can be amended or cancelled except with the Company’s written approval and upon terms which indemnify the Company against any losses including loss of profit, or additional costs incurred by the Company.

25. RIGHT TO ASSIGN

The Company may assign all or any of its rights under the Contract and perform any of its obligations through sub-contractors. Except as stated, the Company shall not assign its obligations, except to a Group Company, without the prior written consent of the Customer, which may not be unreasonably withheld.

26. REPRESENTATIONS

These conditions supersede all previous conditions, commitments, representations or warranties, whether oral or written, relating to the subject matter of the Contract and which shall become null and void from the date of the Contract. Each party warrants that it has not relied on any such condition, commitment, representation or warranty in entering into the Contract.

27. GOVERNING LAW

These conditions and the Contract shall be governed by and construed in accordance with English law, and shall be subject to the exclusive jurisdiction of the English Courts.

28. HEADINGS

The headings in these conditions shall not be deemed to be part hereof or be taken into consideration in the interpretation or constructions hereof or of the Contract.

29. CONSTRUCTION

If any of the words or provisions of these conditions shall be deemed to be invalid for any reason then the conditions shall be read as if the invalid provisions had to that extent been deleted and the validity of the remaining provisions of these conditions shall not be affected.

30. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999 contracting out

Notwithstanding any other provision of the Contract nothing in the Contract confers or purports to confer any right to enforce any of its terms on any person who is not a party to it.