New Partnerships with ASCO Rail Sp. Z.o.o. and Teldat S.A.

DEFINITIONS
In these Conditions:
"Company" means RAIL VEHICLE COMPONENTS (UK) Ltd registered with number 11114467;
“Delivery Address” means the address stated on the Order;
"Conditions" means the standard terms and conditions of purchase set out in this document and includes any special terms agreed in Writing between the Company and the Customer;
“Writing” and any similar expression, includes facsimile transmission and comparable means of communication, but not electronic email;
"Contract" means the contract between the parties for the sale, purchase and supply of Goods, formed on the Company's acceptance of an Order and the supply and acquisition of the Services subject to these Conditions;
"Customer" means the party to whom the Company supplies or has agreed to supply Goods or Services;
"Goods" means the goods and services (including any instalment of the goods or any part of them) agreed to be supplied by the Company under the Contract and described in the Order;
"Order" means the Buyer’s purchase order for the Goods received by the Company from the Customer;
“Services” means the Services (if any) described in the Order;
Orders are accepted by the Company on condition that the following Conditions be accepted by the Customer to the exclusion of the Customer's conditions and any other conditions of sale or purchase and that in the event of re-sale, the Customer undertakes the responsibility of ensuring that the ultimate purchaser is also fully acquainted with and accepts the said Conditions.

The Customer's acceptance of delivery of the Goods shall (without prejudice to any other manner in which acceptance of these Conditions may be evidenced) constitute unqualified acceptance of these Conditions.

1. QUOTATIONS AND TENDERS: All quotations and tenders are "exworks" unless otherwise stated and are subject to an Order being placed within 30 days unless otherwise stated. A quotation or tender by the Company does not constitute an offer and the Company reserves the right to withdraw or revise a quotation or tender at any time before it accepts an Order. The acceptance of an Order by the Company will constitute a Contract subject to these Conditions. The Contract price is based upon the cost of materials, labour, transport, fuel and other relevant factors applying statutory obligations at the time of the tender or quotation, and if between that date and the date of actual delivery, variation either by rise or fall shall occur in these costs, then the Contract price shall be amended to provide for these variations. The Order must be accompanied by sufficient information to enable the Company to proceed with the Order forthwith. All prices are exclusive of value added tax.

2. SPECIFICATIONS AND DRAWINGS: As alterations and improvements to designs are continually being carried out, the Company reserves the right to make any alterations to specifications without notice. Unless specially stated, drawings shall not be contractually binding and the Customer shall not place reliance upon the drawings as to their accuracy or otherwise. All quotations, drawings and information remain the Company's property (where applicable) and copyright and are to be treated as confidential.

3. DESIGNS: When supplying Goods in respect of a particular purpose, every endeavour is made to meet the requirements of Customers from the information supplied by them. No responsibility is accepted as to the suitability of any Goods for a particular purpose once an Order is accepted.

4. REPAIRS, CUSTOMER'S MATERIALS ETC.: In the case of repair work and work involving the use of the Customer's materials and/or those supplied/undertaken by third parties, the Company shall not be responsible for any faults or defects which appear or develop during or are caused by the work, howsoever arising. The Company gives no guarantee or warranty of any kind save that it will carry out the work specified in the Contract in the manner therein specified and, subject to the availability of capacity and facilities, it will endeavour to correct any such faults or defects at the Customer's own expense and risk. The Company shall not in any circumstances be liable for any damages, compensation, costs, expenses, losses or any other liabilities, whether direct or consequential, and any other remedy which would otherwise be available in law is hereby excluded except to the extent that such exclusion is prohibited by law.

5. DELIVERY AND COMPLETION DATES:

1. The delivery dates specified in the Contract are approximate only and, unless otherwise expressly stated time is not of the essence for delivery. The Company will not be liable in any circumstances for the consequences of any delay in delivery or failure to deliver if the duration of the delay is not substantial or if the delay or failure is due to Act of God, fire, inclement or exceptional weather conditions, industrial action (whether at the Company's premises or elsewhere), hostilities, shortage of labour, materials, power or other supplies, late delivery or performance or non-delivery or non-performance by suppliers or sub contractors, governmental order or intervention (whether or not having the force of law) or any other cause whatever beyond the Company's control or of an unexpected or exceptional nature.

2. No delay shall entitle the Customer to reject any delivery or any further instalment or part of the Order or any other Order from the Customer or to repudiate the Contract or the Order.

6. DELIVERY: LOSS OR DAMAGE IN TRANSIT: Delivery will take place when the Goods are loaded on transport or leave the Company's premises whichever first occurs, and risk will thereupon pass to the Customer. The Company accepts no responsibility for any loss or damage to Goods, howsoever arising, after despatch of Goods has taken place, except in cases where the Company itself has agreed in the Contract to undertake transport out of its works, in the event of which the Company's liability shall be limited to only repair or replacement of damaged or lost Goods where the cause of damage or loss was the result of negligence of the Company's employee or agent, to the exclusion of any other liability on the part of the Company for loss, loss of profits, cost, charges or expenses, whether direct or consequential and howsoever arising. Section 32(2) of the Sale of Goods Act 1979 does not apply and the Company is not required to give the Customer the notice specified in Section 32(3) of that Act. Customers are strongly advised to make suitable insurance arrangements in respect of Goods during transit out of the Company's premises. Claims in respect of loss or damage in transit should be made direct on the carrier or transporter concerned.

7. STORAGE: If the Company does not receive forwarding instructions within one month after notification to the Customer that the Goods are ready for delivery, the Customer shall immediately arrange for storage at its own expense and risk failing which, the Company shall be at liberty to store or arrange for storage of the Goods at the Customers expense and risk and the Goods shall be paid for by the Customer by reference to the time when the Goods are ready for delivery or are due to be delivered, whichever is later. Any charges for storage or demurrage after delivery will be paid for by the Customer.

8. PATENTS ETC: The Customer shall indemnify (wheresoever applicable) the Company against all actions, costs (including the costs of defending legal proceedings), claims, proceedings, accounts and demands in the respect of any infringement of patent rights, copyrights, registered design or similar protective rights resulting from compliance with any of the Customer's instructions whether express or implied.

9. INSPECTION TESTS AND TRIALS: Goods supplied by the Company are carefully inspected and submitted to the Company by OEM Suppliers who have undertaken standard tests at their works before despatch. If a test in the presence of the Customer or its representatives or other special tests are required, such tests unless otherwise agreed, would be undertaken at a suitable location with the Company’s expenses being paid for by the Customer. The Company will make arrangements within a reasonable and agreed period that it is ready for any test, which is to be made in the presence of the Customer or its representatives. If the Customer's representatives do not attend, such tests will then proceed and shall be deemed to have been made in the presence of such representatives and additional inspection shall be waived.

10. CUSTOMER'S PATTERNS AND EQUIPMENT:

1. Where the Customer supplies patterns or equipment, the Company's quotation is made on the assumption that such patterns or equipment are in good condition, true to drawing and entirely suitable to the Company's methods of procurement of production, and for the production of Goods in the quantities required.

2. While the Company endeavours to verify patterns or equipment (wheresoever applicable) supplied by the Customer, no responsibility can be accepted for their accuracy whether or not so verified.

3. Replacement of, or alterations or repairs to the Customer's patterns or equipment due to normal wear and tear, or to their condition being unsuitable for satisfactory production, shall be the sole responsibility of, and paid for in entirety by the Customer.

4. The Customer is entirely responsible for the carriage and insurance costs of all patterns and equipment in all directions.

5. The Company accepts no liability for loss or damage of or to the Customer's patterns or property while in the Company's possession, whether the same is due to the negligence of the Company, accident, fire, theft, riot, act of war, deterioration or otherwise other than where the same is due to the wilful default of the Company or his servants, and the Company will effect no insurance in respect of Customer's patterns in his possession.

6. The Company will accept no responsibility whatsoever for Customer's patterns or other property in his custody from which the Customer has not required Goods to be made for a period of 12 months or more. The Company further reserves the right to destroy, or otherwise dispose of patterns or equipment not used for three years.

11. SUB-CONTRACTING: The right is reserved by the Company to sub-contract all or any part of any Contract without prior notice to the Customer.

12. TITLE TO GOODS:

1. Ownership in the Goods will not pass to the Customer until payment has been made in full.

2. Until payment to the Company of the total amounts owing in respect of Goods the Customer shall keep the Goods as trustee for the Company.

3. Furthermore until title to the Goods passes to the Customer under Clause 12(1) above, the Customer shall:

1. keep the Goods separately and readily identifiable as the property of the Company; and

2. not attach the Goods to real property without the Company's consent.

4. At any time before title to the Goods passes to the Customer (whether or not any payment to the Company is then overdue or the Customer is otherwise in breach of any obligation to the Company), the Company may (without prejudice to any other of its rights):

1. retake possession of all or any part of the Goods and enter any premises for that purpose which the Customer hereby authorises; and/or

2. require delivery to it of all or any part of the Goods.

13. PRICE:

1. Except in the case of a quotation or tender in which case the price for the Goods shall be the price specified in the quotation or tender, the price for each of the Goods to be paid by the Customer to the Company are the Company's published list prices current at the time of despatch. If between that date and the date of actual delivery there is a variation, whether a rise or fall, in the costs of materials, transport, fuel and other relevant factors, then the Company shall be entitled to amend the price to provide for these variations.

2. All prices quoted, whether in an Order, quotation or tender or other documentation are nett and exclusive of value added tax.

14. PAYMENT:

1. Subject to credit being approved accounts for existing Customers are due for payment not later than 30 days from the date of invoice. All new Customers will be subject to pro-forma invoice for their first 2 Orders, both of which must be placed within a 3-month period. Payment for these Orders must be received by the Company at the time of Order placement. When deliveries are spread over a period each consignment will be invoiced as despatched and each month's invoices will be treated as a separate account and be payable accordingly. Time of payment is of the essence of a Contract and the Company reserves the right to charge interest on all overdue accounts at 2% above current bank rate. Failure to pay for any Goods or for any delivery or instalment shall entitle the Company to suspend further deliveries and work both on the same order and on any other order from the Customer without prejudice to any other right the Company may have.

2. The Company reserves the right where a Customer fails to adhere strictly to the agreed credit terms or where reasonable doubts arise as to a Customer's financial position to suspend delivery of any Order or any part or instalment without liability until payment or satisfactory security for payment has been provided. Where Goods are to be delivered outside the U.K. payment must be made against delivery of the Goods or shipping documents f.o.b. U.K. Port unless credit arrangements approved by the Company has been made.

3. The Company may offset any amount owing to it from the Customer against any amount owed to the Customer by the Company. However the Customer is not entitled to withhold payment of any amount due to the Company by way of any set-off or counterclaim.

4. The Company reserve the right to increase the cost of any Goods without prior notice which may incur increased duties and tariff rates as imposed by Government Guidelines and Instructions.

15. WARRANTY: LIMIT OF RESPONSIBILITY:

1. The Company warrants in relation to Goods supplied by the Company that it will (at the Company's choice) either repair or replace individual components, or refund the individual Component purchase price of any Goods, which are found to be faulty within a period of 12 months from despatch. The Company will require a reasonable period of time to source any component repairs or replacements.

2. The Company warrants in relation to Goods not of the Company's manufacture that it will so far as it is able to do so give the Customer the benefit of any express guarantee or warranty by the manufacturer or supplier of such Goods and of any other rights which the Company has against the manufacturer or supplier.

3. The Customer's remedies in respect of any claim under the foregoing express warranty or against any manufacturer or supplier as aforesaid, or any claim under any condition or warranty implied by law or any other claim in respect of the goods or any workmanship in relation thereto (whether or not involving negligence on the part of the Company), shall in relation to Goods supplied by the Company be limited to repair, replacement or refund of the purchase price as aforesaid and any condition or warranty implied by law shall cease to apply after the expiry of the warranty period and in all other cases be limited for the enforcement of the above-mentioned liabilities of the manufacturer or supplier.

4. Subject to clause 15(7) below, the Company is not liable to the Customer in contract, tort (including negligence or breach of statutory duty) misrepresentation or otherwise for any of the following losses or damages, whether direct or indirect and even if such losses and/or damages were foreseen, foreseeable or known, or the Company was advised of the possibility of them in advance:

1. loss or damage incurred by the Customer as a result of third party claims;

2. loss of actual or anticipated profits;

3. loss of a business opportunity;

4. loss of anticipated savings;

5. loss of goodwill; or

6. any indirect, special or consequential loss or damage, howsoever caused.

5. The Company will in no circumstances accept liability for:

1. damage or defects arising from fair wear and tear, misuse, misloading or overloading of Goods,

2. Goods which have been altered or repaired or added to otherwise than by the Company or in a manner approved by the Company.

3. shortages in quantity delivered unless the Customer notifies the Company of a claim within 7 days of receipt of delivery by the Company of the Goods.

6. The entire liability of the Company in relation to a claim over any Goods in accordance with any of the foregoing provisions shall be limited to the value of the Company’s relevant insurance cover. Furthermore any such claim shall not entitle the Customer to cancel the Contract or any part thereof or to refuse to take delivery of or to pay for those Goods or any other Goods, whether under the same or any other Contract.

7. Nothing in these Conditions shall operate to exclude or restrict the Company's liability for death or personal injury resulting from negligence, breach of the obligations arising from section 12 of the Sale of Goods Act 1979, or fraud or deceit.

16. TERMINATION:

1. On or at any time after the occurrence of any of the events in Clause 16(2) below, the Company may:

1. stop any Goods in transit;

2. suspend further deliveries to the Customer;

3. exercise its rights under Clause 13;

4. terminate any Contract forthwith by giving notice to that effect to the Customer.

2. The events are:

1. the Customer being in breach of any obligation under a Contract or these Conditions;

2. a meeting being convened, a petition presented, an order made, an effective resolution passed, or notice given for the Customer's winding up or dissolution (other than for the sole purpose of amalgamation and reconstruction); or

3. an application being made, or resolved to be made by any meeting of the Customer's directors or members, for an administration order in relation to it or any party gives or files notice of intention to appoint an administrator of it or such an administrator being appointed; or

4. an incumbrancer taking possession, or a receiver or manager or administrative receiver being appointed, of the whole or any part of the Customer's assets; or

5. the Customer ceasing or suspending payment of any of its debts or being unable to pay its debts as they fall due within the meaning of section 123 of the Insolvency Act 1986; or

6. a proposal being made for a composition in satisfaction of the Customer's debts or a scheme or arrangement of its affairs including a voluntary arrangement within the meaning of part I of the Insolvency Act 1986.

3. On termination of a Contract pursuant to Clause 16(1)(d), any indebtedness of the Customer to the Company shall become immediately due and payable and the Company is relieved of any further obligation to supply Goods to the Customer pursuant to that Contract.

17. HEALTH AND SAFETY:

The Customer will take any steps specified by the Company from time to time to ensure that the Goods will be safe and without risks to health at all times when they are being stored, used, cleaned or maintained by any person at work, or when they are being dismantled or disposed of.

18. GENERAL:

1. The Company shall be entitled to assign, sub contract or sub-let the Contract or any part hereof. The Customer shall not assign or transfer the Contract or any part hereof without the written consent of the Company.

2. Failure by the Company to enforce any of these conditions will not be construed as a waiver of any of its rights hereunder.

3. The legal construction of these clauses shall not be affected by their headings, which are for reference only.

4. The Contract shall in all respects be construed and operate as an English (United Kingdom) Contract and shall be governed by the Law of the United Kingdom and the Customer submits to the non-exclusive jurisdiction of the Courts of the United Kingdom.

5. Any reference in these Conditions to any statute, statutory provision, or regulation as from time to time amended extended or re-enacted.

6. If any Clause or sub-Clause of these Conditions is held by a competent authority to be invalid or unenforceable, the validity of the other Clauses and sub-Clauses of these Conditions shall not be affected and they shall remain in full force and effect.

7. Any written notice under these conditions shall be set by the Customer to the Company at 2 The Ospreys, Wigan, WN3 6AP, United Kingdom.

8. A person who is not a party to a Contract shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of such Contract. This condition does not affect any right or remedy of any person that exists or is available otherwise than pursuant to that Act.

9. Termination of the Contract will not affect rights and obligations that have already accrued at the time of termination.

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