TSI Turbo Service International Limited

(And any Turbo service international holdings limited group company)

TERMS & CONDITIONS OF SALE

INTERPRETATION

In these Terms and Conditions, the following expressions shall have the following meanings:

(a) ‘the Seller’- TSI Turbo Service International Ltd and any Group company as above.
(b) ‘the Purchaser’- the person, firm or company which accepts the Sellers quotation or otherwise enters into a contract with the Seller for the supply of goods and/or services.
(c) ‘the Price’- the sum stated in the contract between the Seller and Purchaser as the amount payable to the Seller for the goods and/or services to be provided by the Seller to the Purchaser together with all such further sums agreed to be paid by the Seller in relation to any ancillary goods or services including but not limited to freight and insurance
(d) ‘the Contract’ the contract or engagement howsoever arising between the Seller and the Purchaser for the supply of goods and/or services.

1. GENERAL

Notwithstanding anything to the contrary which may appear on the Purchaser’s order or elsewhere, these Terms and Conditions will apply to the Contract unless otherwise specifically agreed in writing signed by Purchaser and Seller. If any modification is so agreed, the remaining provisions are nevertheless to apply. The Seller shall not be deemed to have accepted any terms and conditions inconsistent with these Terms and Conditions by reason of its accepting the Purchaser’s order and/or proceeding with delivery of any goods and services.. The Purchaser agrees that by accepting delivery of goods and services from the Seller it accepts that these Terms and Conditions apply to such delivery.

2. FORCE MAJEURE

2.1. Subject to 2.2. each Party shall be excused performance of the Contract to the extent to which fulfilment of its obligations is prevented, frustrated, impeded or delayed as a consequence of any legislation, import or export restriction, strike, lock-out or industrial action of any kind, fire, accident, civil disturbance, weather, act of God, order or requisition by any competent authority or any circumstance beyond its control.

2.2. The Party so affected shall ensure that the other Party is promptly made aware of any circumstance as described in paragraph 2.1. and the parties shall consult in good faith as to achieving satisfactory performance of the Contract within the shortest time reasonably practical in all the circumstances. If by reason of any such circumstance performance within a reasonable time becomes impossible either Party shall be entitled to terminate the contract by notice in writing to the other.

2.3. Upon termination pursuant to paragraph 2.2. the Seller shall be entitled to invoice the Purchaser for cost and expense reasonably incurred by the Seller prior to the date of termination.

3. VALIDITY AND ACCEPTANCE

3.1.Unless previously withdrawn or otherwise stated, every quotation is valid for 30 days from

the date thereof. Any order placed by the Purchaser shall remain open for acceptance by the Seller unless and until withdrawn by notice in writing from the Purchaser. Such notice of withdrawal may only be given prior to such acceptance but not earlier than the expiry of ten [10] working days following the date of order. If the order has not been so withdrawn the Contract will be created (subject always to the provisions of paragraph 1 above) upon the Seller delivering an acknowledgement of order or commencing the delivery of the related goods or services or itself placing orders for any parts required to fulfil the Contract

3.2. In the event that the Purchaser, following acceptance of the order, changes any information provided at the time of enquiry or with the order or provides additional information, which in any such case would require the Seller to incur additional cost to fulfil the order or to make any other changes to the relevant goods and/or services then the Seller may promptly by notice in writing to the Purchaser either amend the price and other relevant terms as it reasonably considers necessary or terminate the contract by notice to the Purchaser. In the latter case the Seller shall pay the Purchaser its costs and expenses reasonably incurred.

4. LIMITS OF CONTRACT

4.1.Subject to paragraph 3.2 the Contract shall not be varied otherwise than in writing signed by both parties.

4.2. The terms set out on the face of the quotation or acknowledgement of order shall be preferred over these Terms and Conditions in regard to any inconsistency.

5. DELIVERY

5.1.Unless otherwise stated in the quotation or acknowledgement of order prices are for delivery ex Seller’s works.

5.2.Notwithstanding paragraph 2 above where any of the goods to be delivered by the Seller are to be imported by the Seller, and provided that the Seller has placed the appropriate orders as soon as reasonably practical, any time agreed for delivery of goods and services by the Seller is subject to receipt of the imported goods by the Seller in good time.

5.2Where the goods and/or services are to be delivered to a site or vessel, the Purchaser is to provide suitable access with a safe and easy approach, lifting tackle, skilled labour, and all other facilities required for getting the goods under cover or into the relevant part of the vessel ready for installation or use. This paragraph shall not be taken to limit the Purchaser’s obligations in relation to site work set out at Clause 20 (b) herein.

5.3.All times stated for delivery of any goods and/or services are to be treated as estimates only unless the quotation or acceptance of order specifically provides that time is of the essence.

5.4. Where the Price quoted by the Seller is for delivery ex Seller’s works and the Purchaser requests the Seller to arrange delivery other than ex Seller’s works the Seller will, in its own name but otherwise (as between the Purchaser and Seller) as agent of the Purchaser, instruct a forwarder to arrange freight and insurance. The Seller shall invoice the Purchaser for the fees incurred with the forwarder together with an administrative charge of 10% of the said fees. Where the Seller so instructs a forwarder the Seller shall notify the Purchaser of the goods being collected at the Seller’s premises and shall provide the Purchaser with the contact details of the forwarder and with any information provided by the forwarder required to enable the Purchaser to

track the delivery. The collection of the goods from the Seller’s works or other location designated for collection shall for all purposes constitute delivery of the goods by the Seller pursuant to the Contract. The Seller shall have no liability (in the absence of any wrongful act or negligence of the Seller which shall nevertheless be subject to the provisions of Clause 10) for any loss or damage to the goods after collection by the forwarder. The Seller will provide all reasonable assistance to the Purchaser (subject to indemnity from the Purchaser for any related cost and expense) in any enquiry or claim against the forwarder for loss or damage to the goods.

6. DELAY IN TAKING DELIVERY AND CANCELLATION OF ORDER

6.1. If the Purchaser fails (other than due to circumstances amounting to force majeure as defined in Clause 2 above), to take delivery of goods or services promptly upon their being made available by the Seller any resulting costs and expenses incurred by the Seller (including but not limited to additional installation and service costs, demurrage, storage, double handling, and insurance) will be payable by the Purchaser.

6.2. Without prejudice to the foregoing or to rights accruing to the Seller under any other provisions of these Terms and Conditions, the Seller may at any time after the expiry of any time agreed for delivery give written notice to the Purchaser stating a reasonable period in which it requires the Purchaser to accept delivery. If the Purchaser for any reason fails to do so, the Seller may by notice in writing to the Purchaser, terminate the contract in respect of such of the goods and services as remain undelivered by reason of the Purchaser’s failure and the Seller shall pay against the Seller’s invoice such part of the Price as the Seller reasonably considers applicable to any delivered goods and services together with the Seller’s reasonable estimate of its costs and expense incurred in relation to that part of the Contract which it has thereby been prevented from fulfilling. In such circumstances the amounts so invoiced shall not exceed in aggregate the Price.

6.3. In the event of the Purchaser requesting termination or cancellation of part or all of the Contract the Seller may, in its sole discretion, (and without prejudice to paragraph 6.1 above) offer to accept such termination or cancellation subject to the Purchaser paying by way of compensation to the Seller a fee , set at 40% of the Price. It will be a term of any such offer that the Seller promptly returns all relevant parts in their proper and correct condition, as determined solely by the Seller.

7. EXTRA COSTS

7.1.In the event of any suspension of or delay to the Seller’s performance of the Contract by reason of any act or default by the Purchaser including but not limited to misleading or insufficient instructions, the Price shall be increased to cover any extra costs or expenses incurred by the Seller as a result.

7.2.Duties tariffs or taxes or the like on goods and services wherever imposed are not included in the Price unless expressly stipulated in the Seller’s quotation and if included are always based upon the rates applicable (to the extent reasonably known to the Seller) at the date of the quotation and the Seller has the right to adjust the Price by a sum corresponding to any increase or decrease therein

7.3. Goods required to be imported by the Seller are quoted by the Seller at prices based upon the rate of foreign exchange at the date of quotation and the Price may be adjusted by the Seller to reflect changes between such rates and the rate at which the Seller makes payment for the goods concerned.

8. QUALITY ASSURANCE

The Seller operates a quality system designed to meet the requirements of ISO 9001 but does not guarantee that all products and services supplied are sourced from companies registered to ISO 9001.

9. ADVICE AND RECOMMENDATIONS

Where any advice statement or recommendation is made by or on behalf of the Seller in any form whether in connection with the supply erection or installation of goods or provision of other services or otherwise such statement is given in good faith and based on the Sellers experience but no liability of any kind is accepted in relation thereto.

10. LIABILITIES, ACCIDENTS, DAMAGE AND WARRANTY

THE ATTENTION OF THE PURCHASER IS PARTICULARLY DRAWN TO THE PROVISIONS OF THIS CLAUSE 10 WHICH EXCLUDE AND/OR LIMIT THE LIABILITY OF THE SELLER TO THE PURCHASER. THE PURCHASER ACKNOWLEDGES THAT THESE PROVISIONS HAVE BEEN DRAWN TO ITS ATTENTION AND THAT IT ACCEPTS THAT THE PROVISIONS ARE FAIR AND REASONABLE AND THAT THE SELLER MAY RELY UPON THE SAME AND HAS RELIED UPON THE SAME WHEN PRICING THE QUOTATION.

10.1. Subject to the other provisions of this Clause 10, the Seller shall repair or replace (at its election) any goods supplied by the Seller which develop any defect due to faulty design materials or workmanship during the warranty period. Unless otherwise stated in the quotation or acknowledgement of order the warranty period is 12 months from date of delivery or, in the case of delivery being delayed by the Purchaser, 12 months from the date of the Seller notifying the Purchaser that the goods are ready for delivery.

10.2. The Seller shall not be responsible for repair or replacement unless the defect is notified in writing to the Seller within 10 working days of its being discovered and (unless the Seller and Purchaser agree terms for repair on board or at other premises) the defective goods are promptly returned to the Seller at the address stated on the quotation all charges prepaid. The warranty is subject to the Seller being given the opportunity, where there has been a breakdown, to attend the dismantling of the parts concerned provided that this does not delay the dismantling and repair or replacement.

10.3. The Seller shall not be responsible for repair or replacement to the extent any defect has been caused or contributed to by factors outside normal and proper use servicing and maintenance. Such factors might include but are not limited to accident, impact, failure or fluctuations of electrical power, air conditioning, humidity control, other adverse environmental conditions, incorrect maintenance or running procedures, failure adequately to monitor and act upon engine and turbocharger data/performance, or use in combination with unsuitable equipment or components not approved by the Seller, or repairs or modifications carried out by third parties without the Seller’s written authority.

10.4. The Seller shall deliver the repaired or replacement goods free in the UK, or in the case of goods for export, FOB port of shipment. Goods which have been replaced shall become the property of the Seller.

10.5. The Seller shall have no liability for repair or replacement of goods, including repaired or replacement goods, after the expiry of the original warranty period. For the avoidance of doubt the warranty period shall commence on the original delivery or delivery notification by the Seller and shall not be extended by the repair or replacement of goods.

10.7. Where at the Purchaser’s request, the Seller carries out under warranty repairs to goods supplied by the Seller (otherwise than after return of the goods to the Seller), the Seller shall be entitled to charge engineers’ travel time at the Seller’s prevailing rates plus any expenses reasonably incurred.

10.8. The obligations of the Seller set out in this clause 10 are in place of and exclude all conditions, warranties, or other terms however arising or to be implied by law or other wise as to quality, fitness for purpose, standard of skill and care, compliance with description, or otherwise, so far as is lawfully possible.

10.9 Save to the extent of any dishonesty, or personal injury or loss of life, the Seller shall not be liable to the Purchaser or to any other person seeking to rely upon any contractual obligation or duty of care whether in contract or in tort or arising under any statutory duty or any other act or omission by the Seller in relation to the Contract or in relation to any goods or services provided by the Seller for any loss or damage of any kind arising directly or indirectly from the Contract or the supply, erection or installation of the goods or the provision of any services, or any representation made or advice provided by the Seller including without prejudice to the generality of the forgoing any loss of profit, loss of use or production, loss of clients, loss contracts, of reputation or goodwill or any other economic, indirect, financial or consequential loss or damage.

10.10 Without prejudice to any other provision of these Terms and Conditions the aggregate liability of the Seller to the Purchaser howsoever arising (save to the extent of any loss arising from the Seller’s dishonesty or from personal injury or loss of life) shall not exceed 25% of the Price.

10.11. Notwithstanding the above limitations and exclusions of the liability of the Seller, where any claim is made against the Purchaser and it reasonably appears to the Purchaser that the claim is the consequence of any act or omission of the Seller then the Purchaser shall promptly notify the Seller and provide to the Seller all information available to the Purchaser. The Seller may elect in writing to require the Purchaser a) to consult in good faith with the Seller in regard to the Purchaser’s response to the claim and any settlement of the claim and conduct of any related arbitration or proceedings or b) at the Seller’s election at any time to permit the Seller (at its own expense and subject to the Seller providing the Purchaser with a reasonable indemnity for costs) the conduct at its own expense and in consultation in good faith with the Purchaser of all negotiations for the settlement of the claim and any related litigation or arbitration. In such case the Purchaser shall not make any admissions, which might be prejudicial to the position of the Purchaser or the Seller and shall provide all such assistance as the Seller shall reasonably request.

11. PAYMENT, TITLE AND RISK

11.1. Unless otherwise expressly agreed the price is strictly net and exclusive of VAT at the rate applicable on the dates of dispatch and payment shall be due within 30 days of invoice.

11.2. Notwithstanding any terms for payment agreed between the parties the Seller may, in the event of any default in payment by the Purchaser in relation to the Contract or otherwise or to any third party or upon the Seller being of the reasonable belief that the financial situation or creditworthiness of the Purchaser is unsatisfactory, or in the event of the Purchaser failing, in the reasonable opinion of the Seller, to cooperate fully with the seller in relation to the Contract in a professional and businesslike manner, by notice in writing to the Purchaser suspend delivery of the goods and services until the Purchaser has made payment of the whole or such part of the Price as the Seller shall specify.

11.3. If the Purchaser fails (including by failing to pay such sum as may be specified by the Seller under paragraph 11.2. above) to make arrangements to take delivery of goods and services in accordance with a reasonable offer from the Seller to deliver the same then the Seller may invoice the Purchaser for the goods and services concerned in accordance with the Contract and the Purchaser shall make payment in accordance with paragraph 11.1. above.

11.4. Where delivery is to be made by instalments, the Seller shall raise an invoice for each instalment and payment shall be made accordingly.

11.5. The Purchaser shall pay interest at 4% above the Bank of England base rate on the daily balance from the due date for payment until actual receipt of payment.

11.6. The risk in loss and damage to the goods shall pass to the Purchaser on delivery unless otherwise specified by the Seller in writing

11.7. The ownership of the goods shall remain with the Seller until the Seller has received payment in full for the Goods. Pending such payment the Purchaser undertakes to mark or otherwise clearly identify the goods as the property of the Seller and store them separately from its own, and the Seller may have access to inspect the goods and ensure that they are so marked or clearly identified. If payment is overdue in whole or in part, the Seller, it employees or agents or contractors, may (without prejudice to any other rights ) recover or resell the goods for which payment has not been made or any part of them and may enter for that purpose enter upon the relevant premises or vessel and if necessary dismantle installed or fitted goods.

11.8 The Seller reserves the right to suspend delivery of goods and services if any reasonable request by the Seller for information or instructions is unresolved after five working days from the date it was first made.

11.9 Payment in full shall become due immediately upon the commencement of any act or proceedings against the Purchaser relating to the solvency of the Purchaser. The Purchaser shall not in any circumstance be entitled to deduct retain or set off the amount of any claim (whether or not for a liquidated sum) however arising against the Seller’s invoice. In the event that the Purchaser does not make payment in accordance with the payment terms herein then the Seller shall have no liability to the Purchaser for repair or replacement of goods as provided in Clause 10.

11.10 The Seller reserves the right to resort to action against any vessel of the Purchaser or any vessel in which the Seller has installed any goods or carried out any services pursuant to the Contract, including the right to seize a vessel, and place a vessel under arrest until all sums owing to the Seller have been met.

12. CLAIMS, QUERIES AND RETURNS

12.1. No claims in respect of shortages, or discrepancies in or damage to goods will be accepted unless notified to the Seller in writing within 7 working days of the date of delivery or in the event of a claim for non–delivery within 14 days of the date of the Seller’s invoice. The Seller shall have no liability in respect of damage or shortages caused by the act or omission of the Purchaser or of any agent or contractor of the Purchaser or by any third party.

12.2. No claim in respect of any invoice as to inaccuracies in price, discount, terms of payment or any other commercial terms will be accepted unless notified to the Seller in writing within 14 days of receipt of the Seller’s invoice.

12.3. No claim by the Purchaser that it has not received an invoice will be considered unless notified to the Seller in writing within 7 days from the date of the first statement of account from the Seller identifying such invoice.

12.4. In any case referred to in the foregoing paragraphs of this Clause where no such has been notified within the relevant period the Purchaser shall be deemed, as appropriate to the respective paragraph, to have received full and proper delivery of the goods and services and to have received a valid correct and payable invoice.

13. SUSPENSION OF DELIVERIES

Subject and without prejudice to Clause 11.2. if the Purchaser, being an individual, shall become bankrupt or become subject to any other insolvency procedure or arrangement or being a corporation shall

13.1. be the subject of a notice of intention to commence any insolvency proceedings or is in receipt of any insolvency proceedings or shall commence to be wound up (except for the purpose of amalgamation or reconstruction)

13.2. make any composition or arrangement with its creditors

13.3. become subject to an administration order

13.4. have a receiver or administrator appointed in respect of any of its assets

13.5. suffer any person who has any encumbrance over any of its assets seeking to enforce the same, or

13.6. suffers any event similar to or analogous to any of the above

The Seller may (without being responsible for loss) terminate the contract by notice in writing to the Purchaser and recover any loss or damage it has suffered as a result of such termination, not exceeding the Price, and the Seller may appropriate any sums received from the Purchaser towards such loss and damage.

14. EXPORT RESTRICTIONS AND NON AUTHORISED USE

14.1. Unless otherwise agreed in writing by the Seller, all goods and services are agreed to be supplied on the condition that they are not to be supplied to any other county whether directly or

in directly for any application where such supply or application is prohibited by any law or regulation binding or affective there, in the United Kingdom or the country of manufacture

14.2. The Seller shall have no obligation under this contract to supply the goods and/or the services until the Purchaser has, where requested by the Seller, supplied to it an End –User certificate in terms satisfactory to the Seller signed by a duly authorised representative of the Purchaser confirming such matters as the Seller shall reasonably require.

14.3. The End-User certificate referred to in paragraph 14.2. above shall form a warranty by the Purchaser as part of the contract and breach by the Purchaser of any of the provisions of paragraph 14.1 above or non compliance by the Purchaser or any third party with any statement in the End-User certificate in any material respect shall entitle the Seller

14.3.1. without being responsible for loss to refuse further performance under the contract.

14.3.2. to recover from the Purchaser any loss or damage it has suffered as a result (not exceeding the Price) and the Seller may appropriate towards its loss and damage any sums for which it would otherwise have to account to the Purchaser.

14.4. The Purchaser acknowledges that governmental regulations of more than one Country may prevent or restrict the export of the goods to other countries. Further information will be provided on request but the Purchaser agrees to abide by any such regulations that may exist and to indemnify the Seller against any actions costs demands or expenses resulting from any failure by the Purchaser to do so.

14.5. Where supply of the goods or services is subject to a requirement to obtain an export and / or import licence the Seller shall apply for such licence only after all necessary documentation for the application has been provided by the Purchaser who shall furnish such documentation within a reasonable time after acceptance by the Seller of the Purchaser’s order. Any delay in obtaining such licence shall automatically extend delivery dates as necessary without liability to either party save to the extent the act or omission of such party has caused the delay. If a licence is not guaranteed within a reasonable time or is revoked by the appropriate authorities the contract may be cancelled by the Seller without liability by the Seller for damages of any kind. If such licence is not guaranteed or is revoked in either case by reason of the act or default of the Purchaser the Seller may in addition to its right of cancellation recover from the Purchaser any loss or damage it has suffered as if paragraph 14.3.2. above applied

15. INDEMNITY

The Purchaser agrees to indemnify and holds the Seller harmless for all loss, cost or damage incurred by the Seller as a result of any negligence or misuse (by the Purchaser or any agent or contractor or client of the Purchaser) in relation to the goods supplied by the Seller.

16. WAIVER

No provision of these Terms and Conditions shall be considered waived or varied by either party unless confirmed in writing by duly authorised representatives of both parties. No such waiver shall be a waiver of any past or future default, breach or modification of these Terms and Conditions. The non-enforcement of these Terms and Conditions by either party shall not be

construed as a waiver of that party’s rights and obligations.

17. LEGAL INTERPRETATION

The contract shall in all respects be construed and operate in accordance with English law and is subject to the exclusive jurisdiction of the English courts.

18. EXCHANGE PARTS

Where the goods are sold on an exchange basis
18.1. Purchaser undertakes to return to the Seller’s works, freight prepaid the used parts (where used parts are defined as those being exchanged) within 2 months from the invoice date.

18.2. If the used parts are not returned within the period specified in clause 18.1. above or if the used parts are beyond economic repair, the Purchaser shall become liable for and the Seller shall invoice the Purchaser for the normal price of the parts less the relevant value already invoiced.

18.3. The Seller shall be entitled to charge administration costs and late return premium, should the used parts be returned later than the period specified in clause 18.1. above.

19. SITE WORK

To the extent not expressly provided for and priced in the Contract;

19.1. all site work (where site means the premises or vessel of the Purchaser or as designated by the Purchaser) is chargeable in accordance with the Seller’s schedule of service rates or as per quotation if applicable, which is available on request

19.2. upon completion of the site work the Seller shall complete a time sheet to record hours spent. Chargeable hours shall include waiting time when the Seller’s engineer is unable to proceed with the work for reasons outside the Sellers reasonable control

19.3. the Purchaser shall be responsible for providing all necessary permits, documentation and access to the work site together with all necessary utilities, lifting apparatus, specialist tools, ladders, platforms, etc to enable the service to proceed in a safe and effective manner. In addition the Purchaser shall provide specialist labour to assist in lifting the goods or related equipment and making it safe to work upon, together with any labour required for cleaning, dismantling and reassembling. The Purchaser shall provide suitable washing and toilet facilities and any secure storage that may be required

19.4. In the event of illness or accident at site the Purchaser shall be responsible for ensuring that suitable medical facilities are promptly made available as necessary.