Automatic Choice Ltd - general terms & conditions of sale, delivery and payment

Article 1 - Definitions

1) In these General Terms and Conditions,
ACL is defined as: the private company with limited liability Automatic Choice Ltd., with registered office at Herston Cross House, 230, High Street, Swanage, Dorset BH19 2PQ United Kingdom.
Company registration No. 2774757 England.

2) In these General Terms and Conditions, the Buyer is defined as: the party at the

order of which, on the account of which, or with which a purchase agreement for the

delivery of goods is entered into.

Article 2 - Applicability

1) All quotations of ACL are made under declaration of the applicability of these General

Terms and Conditions, both to the quotations and their acceptance and to the contract

entered into thereby.

2) Any other terms and conditions are only part of the agreement insofar as accepted by

ACL explicitly and in writing. Any other terms and conditions accepted by ACL only apply

to the offer or agreement to which they specifically pertain.

3) Any terms and conditions of the Buyer that may be applicable to agreements between

ACL and the Buyer can only have effect insofar as not contrary to the present terms and

conditions. If there is any doubt as to whether the terms and conditions conflict, the

General Terms and Conditions of ACL prevail.

Article 3 - Offers

1) All offers remain valid for a period of four weeks, unless explicitly stated otherwise in

the quotation. The offer of ACL is non-obligational and can only be considered as an

invitation to make an offer to enter into a contract.

2) The quotations of ACL are based on the information provided by the Buyer together

with the request for a quotation, if any, and ACL may assume the accuracy of this

information. Unless otherwise agreed, the quotations apply strictly to the country from

which they are requested.

2) The Buyer may only accept or reject a quotation issued by ACL in its entirety. In the

case of composite price statements, ACL is under no obligation to deliver a portion at

a corresponding portion of the price presented for the whole.

Article 4 - Agreements

1) The agreement is entered into as soon as the acceptance of the offer reaches ACL.

Acceptance must be in writing, which may include data communications such as fax

or e-mail.

2) If the acceptance contains reservations or changes to the quotation, contrary to the

provisions of the preceding paragraph the agreement is only entered into once ACL

has informed the Buyer in writing that it consents to the departures from the

quotation.

3) Supplemental verbal agreements are considered to have no validity.

4) ACL is entitled to have the agreement performed by third parties in whole or in part,

and/or to engage third parties in the performance of the order.

Article 5 – Quality and description

1) ACL undertakes the obligation towards the Buyer to supply goods answering to the

description, quality and amounts as specified in the quotation.

2) ACL undertakes the obligation towards the Buyer to supply goods that are as close as

possible to the design models described by ACL. Goods supplied may differ from

what is determined and described in quotations and to a degree considered

permissible in the industry.

Article 6 – Shipment, delivery, and delivery periods

1) ACL undertakes the obligation towards the Buyer to package the goods appropriately

and to secure them such that they will reach their destination in good condition under

normal conditions of transportation.

2) Delivery periods are approximate. The delivery period commences when consensus

is reached on the total order and after all necessary information is provided to ACL,

and ACL has received either the agreed payment/partial payment or payment security

deemed adequate by ACL.

3) The delivery period is set in the expectation that ACL may continue to work as

foreseen at the time of the offer and that the required materials will be supplied in a

timely manner. If the Buyer requires that exceeding the delivery period constitutes

grounds for compensation of damages, this must be explicitly agreed in writing.

Otherwise, ACL is not liable for payment of damages due to late fulfilment, excepting

where mandatory provisions of law determine differently.

4) If the goods cannot be sent as the result of circumstances for which ACL is not liable

and which can be attributed to the Buyer, ACL is considered to have met its

obligations by keeping the goods available to the Buyer, so long as it gives notice

thereof to the Buyer within three business days after an attempt is made to deliver the

goods to the Buyer. In that event, the payment period commences on the date on

which delivery would have taken place.

5) Delivery by ACL is ex factory. As from that time, the buyer bears the risk for the object

of the delivery. The shipping costs will be charged on to the Buyer.

6) ACL will either deliver the goods or send the goods for delivery to the agreed

location(s) in the manner as previously determined or subsequently agreed. ACL is

entitled to have the goods sent to the Buyer C.O.D. (Cash on Delivery). The Buyer is

entitled to collect goods at ACL for payment in cash, so long as this is arranged in

advance in consultation with ACL.

Article 7 - Storage

1) If for any reason whatsoever, the Buyer is not capable of receiving the goods at the

agreed time, and these goods are ready for shipment, then ACL will store the goods

at the Buyer’s request, ACL’s storage capacity permitting, and make every

reasonable effort to ensure that the goods retain their quality until they are delivered

to the Buyer.

2) The Buyer is obliged to pay to ACL the costs of storage at ACL’s standard rate, or

failing that, at the standard rate applicable in the industry, as from the time that the

goods are shipment-ready, or as from the delivery date agreed in the purchase

agreement, whichever is later.

Article 8 - Purchase

1) The Buyer is obliged to purchase the object of the sale within the agreed time frame.

If the Buyer does not do so, then ACL is entitled, without notice of default and without

judicial intervention, to demand payment of the sale price/the not yet purchased and

not paid portion, or, likewise without notice of default and without judicial intervention,

to declare the agreement/the portion of the agreement not yet performed dissolved,

irrespective of ACL’s right to full compensation of the damages.

2) ACL is permitted to deliver the order earlier than the agreed delivery period.

Article 9 – Retention of title and right of pledge

1) The title to all goods delivered by ACL to the Buyer remains with ACL so long as the

buyer has not paid the claims of ACL pertaining to this or a similar agreement, and so

long as the Buyer has not paid the claims of ACL for non-fulfilment/incomplete

fulfilment of such obligations, including claims relating to interest, costs and penalties.

In such a case, ACL is authorised to take possession of the goods delivered. In that

case, the title only transfers to the Buyer once the Buyer has met all its obligations

towards ACL.

2) Under no circumstances is the Buyer entitled to alienate the goods delivered by ACL

as long as the outstanding claims are not paid.

Likewise, the Buyer is not permitted to rent, lend out, or otherwise relinquish control

of the goods in question or to establish a pledge or silent pledge on the goods.

3) Immediately upon being requested to do so by ACL, the Buyer will undertake the

obligation to state to third parties wishing to establish a pledge or silent pledge on the

goods of ACL that the Buyer is in no way authorised to establish such a right.

The Buyer undertakes the obligation to refrain from signing any deed establishing a

right of pledge so long as the claim in regard to the goods delivered by ACL is not

paid. If the Buyer does so and the claim has not been paid, the Buyer is committing

an act of misappropriation.

4) ACL reserves the right to establish a right of pledge on goods transferred in title to the

Buyer as security for all present and future claims that ACL may have or acquire

against the Buyer outside of this or a similar agreement.

The Buyer undertakes the obligation to, immediately upon the request of ACL,

cooperate with the drafting of an authenticated deed and/or the registration of a

private instrument pertaining to the goods in question.

5) If there is any reasonable doubt on the part of ACL concerning the payment capacity

of the Buyer, ACL is authorised to postpone delivery of the goods until the Buyer has

furnished security for payment. The Buyer is liable for the damages suffered by ACL

as a result of this deferred delivery.

6) The Buyer is obliged to inform ACL immediately, in writing, of any instance of third

parties exerting rights to goods on which a retention of title rests pursuant to this

article.

Should it become apparent at any time that the Buyer has not met this obligation,

then the Buyer is forfeit an immediately exigible penalty, without judicial

intervention being required, of 10% of the unpaid portion of the purchase price or

the contracting fee.

In such cases, ACL is also authorised to take possession of the goods delivered, and

this includes entering the Buyer’s locations so as to remove the goods in question

from the warehouses/storage sites itself.

Article 10 – Prices and payment

1) All prices are based on the purchase prices, taxes, charges, etc. applicable at the

time the agreement is entered into. ACL reserves the right to apply price changes if

changes in purchasing prices, taxes, charges, etc. occur before the agreed moment

of delivery. ACL must inform the Buyer of any price changes in a timely manner and

no later than the delivery.

2) Unless otherwise agreed, the prices are gross and exclusive of VAT, without any

deduction, and do not include shipping costs.

3) Payment of the invoices must be made within thirty days net after the date of invoice,

and without any deduction, unless agreed otherwise in writing.

4) The Buyer’s right to settle any claims it may have against ACL is explicitly

excluded.

5) If as a result of changes in the order by the Buyer, ACL's costs increase, ACL is

authorised to charge these increased costs to the Buyer.

6) Payment of an invoice on or after the payment deadline has the effect of making

all amounts owed by the Buyer, including those under other invoices,

immediately exigible. ACL is then authorised to consider the total amount of

exigible claims at that time as one invoiced amount.

7) If payment of the invoice sent has not been made within one month following the

date that invoice is sent, ACL is authorised to, after the expiry of this period,

charge to the Buyer a fee for loss of interest in the amount of 10% of the total

invoice amount per year or in the amount of statutory interest, whichever is

higher.

8) ACL is also authorised, along with the principal claim and the interest, to claim

from the Buyer all costs, judicial and extra-judicial, incurred due to nonpayment/

late payment. In any event, the Buyer will owe extra-judicial costs if

ACL has obtained the assistance of a third party for the collection.

9) The simple fact that ACL has obtained the assistance of a third party serves as

evidence of the amount and the obligation to pay extra-judicial costs.

Article 11 - Solvency

1) ACL is at all times authorised to, prior to delivering or proceeding to perform the

order, require security as deemed adequate by ACL for the fulfilment of the Buyer’s

payment obligations. This provision likewise applies if credit is stipulated.

2) ACL is also authorised to suspend delivery if the Buyer is in default of the fulfilment of

its payment obligations or other obligations, even in the event that a fixed delivery

period is agreed.

3) The Buyer's refusal to furnish the required security entitles ACL to consider the

agreement dissolved, without prejudice to ACL's right to compensation of

expenses and loss of profit.

Article 12 - Complaints

1) Complaints are defined as: all grievances on the part of the buyer concerning the

quality of the deliveries.

2) Objections and complaints directed against any bill or invoice of ACL or

regarding the state of goods delivered must be lodged with ACL by registered

letter within eight days after completion/delivery. The Buyer can derive no rights

or claims from complaints or objections lodged later or in another manner. If no

complaint or objection is received within the specified term in the specified

manner, the goods are deemed to have been received in good order.

3) Complaints made are only valid if the goods to which the complaint pertains are

still in the state in which they were delivered. Irregularities deemed permissible or

unavoidable in the industry and/or the trade do not constitute grounds for

complaint. Under no circumstances do complaints give entitlement to suspend

payment for the goods delivered.

4) ACL warrants that any defects arising within six months after delivery, and which

the Buyer can demonstrate must be attributed to poor quality of the goods

delivered, will be remedied at no cost with all due despatch.

If the order confirmation stipulates a different warranty period, this period prevails

over the six-month warranty period indicated above.

Goods delivered that are shown to have defects in construction, manufacturing or

materials will be repaired or replaced at ACL’s option.

5) The warranty provided in paragraph 4 must be invoked by the Buyer by reporting

the defects in question to ACL in writing within an appropriate period after their

discovery, and in any event no later than three months after delivery, failing

which the Buyer's warranty claims expire.

6) The warranty applies only to goods still in their original state and not repaired,

modified or processed and incorporated by third parties. The warranty can only

be invoked by the Buyer, and therefore not by a third party.

7) Goods returned under warranty must be accompanied by sufficient information to

allow ACL to process the claim, i.e. company name, invoice number and reasons

for return.

Article 13 - Liability

1) Under no circumstances is ACL obliged to compensate direct or indirect

damages (of any kind) arising due to defects in the goods delivered.

ACL’s meeting its warranty obligations qualifies as the sole and total

compensation of damages. All other damage claims are excluded.

2) ACL is only liable for damages suffered by the Buyer that are the direct and

exclusive consequence of the fault of ACL, with the proviso that only damages

against which ACL is insured or which should reasonably have been insured in

view of standard industry practice are subject to compensation.

This means that consequential loss (loss of income, etc.) resulting from any cause

whatsoever is not subject to compensation. If desired, the Buyer must insure itself

against this type of damages.

3) ACL is not liable for improper installation of the goods delivered.

4) ACL is not liable for external influences on the goods it delivers.

5) In all cases, ACL's liability is limited to the net amount invoiced to the Buyer for

the goods to which the liability pertains.

Article 14 - Force majeure

1) Notwithstanding the provisions of Article 9, the agreement is dissolved without judicial

intervention upon a written declaration of the time at which the Buyer is declared

bankrupt, applies for provisional suspension of payments, is declared subject to the

Individual Voluntary Arrangement (IVA) or loses the disposal of all or part of its assets

due to attachment, conservatorship or otherwise, unless the trustee or administrator

acknowledges the obligations under this agreement as debts of the estate.

2) By virtue of dissolution of the agreement, all outstanding claims between the

parties become immediately exigible. The Buyer is liable for the damages

suffered by ACL, including but not limited to loss of profit and transport costs.

3) If purchase/delivery is delayed for a period of more than six months due to force

majeure, either party (to the exclusion of further rights) is entitled to dissolve the

Purchase Agreement under the law. The period will be extended or reduced to the

extent to which one of the parties can demonstrate that according to the standards of

reasonableness and fairness dissolution at an earlier or later time is justified.

The following are by definition classified as force majeure:

- the circumstance that a performance ACL requires in relation to its own

performance is not delivered to ACL, or not delivered properly or in a timely

manner;

- strikes;

- disruptions in work traffic;

- governmental measures that impede ACL from fulfilling its obligations in a timely

or sound manner;

- circumstances making it impossible to timely deliver goods due to disturbances,

weather conditions and transportation problems.

4) In the event of unforeseen circumstances of such nature that the Buyer or ACL

cannot expect fulfilment by the counter-party in consideration of reasonableness and

fairness, the competent court may dissolve the agreement in whole or in part at the

request of ACL or the Buyer, respectively.

5) In cases in which ACL cannot deliver as a result of force majeure, it is entitled to

cancel the signed agreement of purchase and sale or service agreement, without

obliging ACL to pay damages in any form or any amount.

Article 15 – Applicable law and disputes

1) Agreements between ACL and the Buyer are governed exclusively by the law of the

United Kingdom.

2) All disputes between ACL and the Buyer will be submitted to a competent court in the

United Kingdom or, at the discretion of ACL, to a competent court in the domicile of

the Buyer, unless the local court has competence over any such dispute.

3) The parties may agree on another form of dispute resolution, such as mediation

or arbitration.

These terms and conditions, may be amended and/or supplemented by ACL at any time and

can be consulted on the Internet at www.automaticchoice.com

The terms and conditions are available from ACL upon request